Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. To the extent the Investors do not exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.

Right of Co-Sale. To the extent the Investors do holders of Units have not exercise exercised their respective Rights rights of First Refusal first refusal with respect to all of the Offered Units in accordance with Section 6.6, but subject to Section 6.8, each holder of Units (a “Co-Seller”) shall have the opportunity to sell a pro rata portion of the remaining Offered Units (if any) (the “Remaining Offered Units”) which the Selling Holder proposes to sell to the third party identified in the Sale Notice on the same terms as the Selling Holder by notifying the Selling Holder in writing within fifteen (15) days following receipt of the Sale Notice; provided, that in no event shall any Co-Sale Right Holders”) Seller be required to provide indemnification in excess of the gross consideration received by such Co-Seller in such transaction. In the event a Co-Seller exercises its right of co-sale hereunder, the Selling Holder shall assign so much of its interest in the proposed agreement of sale as the Co-Seller shall be entitled to and shall request hereunder, and the Co-Seller shall assume such part of the obligations of the Selling Holder under such agreement as shall relate to the sale of the Units by the Co-Seller. For the purposes of this Section 6.7, the “pro rata portion” which each Co-Seller shall be entitled to sell shall be the number of Units equal to the product of the total number of remaining Offered Shares Units proposed to be sold to such third party, multiplied by the Transferor to fraction the third party transferee identified in numerator of which shall be the Transfer Notice in accordance with Section 4.4, number of Units owned by such Co-Sale Right Holder shall have the right (but no obligation) to participate in, Seller and the Transferor denominator of which shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) Units then held owned by such the Selling Holder and all Co-Sale Right Holder at the time Sellers. If following receipt of the transferSale Notice, divided by (ii) any Member fails to notify the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Selling Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) requisite period that it desires to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified participate in the Co-Sale Noticetransaction, and (ii) then the number of Shares that such Co-Sale Right Selling Holder elects to transfer, in order to may effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee transaction without the prior written consent participation of the Cosuch non-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Noticeparticipating Member.

Right of Co-Sale. To (i) Following the extent expiration of the Investors do not exercise their respective Rights right of First Refusal first refusal and purchase rights described in Sections 4.3(b), (c), (d) and (e), each Preferred Holder who previously notified the Selling Shareholder in the Purchase and Co-Sale Notice of such Preferred Holder’s desire to sell a portion of its shares with the Selling Shareholder (such Preferred Holder, a “Co-Sale Right HoldersParticipant”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and in the Transferor shall have the obligation to procure the third party transferee to accept, the transfer sale of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held were not purchased by the Co-Sale Right Holders that have elected Shareholders pursuant to exercise the Right of Co-Sale plus the total number of Ordinary Shares Sections 4.3(b), (calculated on an as-converted basisc), (d) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfere), in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to on the same terms and conditions as specified in the Transfer Notice; provided, however, that (a) holders of Series A-1 Shares shall not be entitled to participate under this Section 4.3(g)(i) and shall not be deemed as a Co-Sale Participant as provided in Section 4.3(g)(ii) unless all Co-Sale Participants holding Series B Shares, Series C Shares, Series D Shares and Series E Shares have first exercised or declined to exercise their right of co-sale under this Section 4.3(g); (b) holders of Series A Shares shall not be entitled to participate under this Section 4.3(g)(i) and shall not be deemed as a Co-Sale Participant as provided in Section 4.3(g)(ii) unless all Co-Sale Participants holding Series A-1 Shares have first exercised or declined to exercise their right of co-sale under this Section 4.3(g); and (c) no Preferred Holders shall be entitled under this Section 4.3(g) to participate in Transfers of Restricted Shares by a Selling Shareholder incident to divorce, legal separation, bankruptcy or other proceedings, or death or in any other involuntary Transfers of Restricted Shares by a Selling Shareholder. To the extent one or more Preferred Holders exercise such right of co-sale in accordance with the terms and conditions set forth below, the number of Restricted Shares that the Selling Shareholder may sell in the Transfer shall be correspondingly reduced. Shareholders shall not have any right of first refusal to purchase the Shares to be sold by the Co-Sale Participants pursuant to this Section 4.3(g).

Right of Co-Sale. To (a) If Xx. Xxxx Holding Vehicle intends to sell to a Transferee the extent Share it holds, in part or in full, and any of the Investors do Non-Selling Shareholders does not elect to exercise their respective Rights the Right of First Refusal pursuant to Subsection 3.3, such non-electing Non-Selling Shareholder (except for Management Team Holding Vehicles, unless otherwise approved by the Board of Directors) (the “Co-Sale Right HoldersShareholder”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in is entitled, but not obligated to, within twenty (20) Business Days after receiving the Transfer Notice in accordance with Section 4.4Notice, such Co-Sale Right Holder shall have the right (but no obligation) elect to participate insell or otherwise transfer, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to on the same terms and conditions as specified in the Transfer Notice Notice, the Share held by the Co-Sale Shareholder, (the “Right of Co-Sale”), subject to the proportion defined below, provided that Xx. For Xxxx Hongyi maintains effective control of the purpose Company and the aggregated number of this Section 4.5Shares held by Xx. Xxxx Holding Vehicle exceeds 9.65% of the Shares then outstanding (on as-converted basis). If a Non-Selling Shareholder fails to so notify the Company, a it will be deemed to have given up its Right of Co-Sale. Each Co-Sale Shareholder may sell all or part of the number of Shares held by it that is equal to the product obtained by multiplying (x) the aggregate number of Offered Shares subject to the Right Holder’s “Pro Rata of Co-Sale Share” shall mean that by (y) a fraction, the numerator of which is the number of Ordinary Shares (calculated on as-converted basis) owned by the Co-Sale Shareholder at the time of the sale or transfer and the denominator of which is the combined number of Shares (on an as-converted basis) which equals at the number of the Offered Shares specified in the Transfer Notice multiplied time owned by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such all Co-Sale Shareholders who elect to exercise their Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected (if any Co-Sale Shareholder does not elect to exercise the Right of Co-Sale plus to the total number of full extent then its Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified for calculation in the Co-Sale Notice, denominator shall be proportionately reduced) and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer NoticeSelling Shareholder.

Right of Co-Sale. To Except for an Underwritten Offering or Authorized Transfers of any securities of the extent Company (the "Securities"), for so long as the Investors do as a class are holders of shares of Preferred Stock convertible into at least five percent (5%) of the outstanding Common Stock on a fully diluted basis, or own, as a class, at least five percent (5%) of the outstanding Common Stock on a fully diluted basis, if any holder of Common Stock identified in Exhibit B (each a "Common Stock Holder") intends to transfer any interest in any Securities representing at least ten percent (10%), singly or combined with all transfers by such Common Stock Holder made since the date of this Agreement, of the Common Stock on a fully diluted basis, the Common Stock Holder shall deliver (and the Company shall require any Common Stock Holder not exercise their respective Rights of First Refusal a party to this Agreement to deliver) a written notice (the “"Co-Sale Right Holders”Notice") as to each Investor, at least thirty (30) days prior to the Offered Shares proposed sale, which such notice shall specify the terms and conditions upon which the proposed sale is intended to be sold by consummated. Each Investor shall have the Transferor option to participate in such sale in the manner hereinafter set forth. To exercise the option, an Investor shall give written notice (the "Participation Notice") of such election to the third party transferee identified in selling Common Stock Holder within twenty (20) days after receipt of the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder Notice. Thereupon, such Investor shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares sell Securities to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to proposed purchaser upon the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale NoticeNotice (which terms and conditions must include the types and class of Securities then held by the Common Stock Holder), pro rata with the selling Common Stock Holder based upon his then current respective holdings of Common Stock, and (ii) the securities convertible into Common Stock, on a fully diluted basis. The number of Shares that such Co-Sale Right Securities to be sold by the Common Stock Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out delivering the Co-Sale Notice shall be reduced by the number of Securities such Investor elects to so sell. If such Investor exercises such option, it shall bear its pro rata portion of expenses incident to such sale. Failure by any Investor to exercise the option within the Option Periodtwenty (20) day period shall be deemed a declination of any right to participate in such sale, provided that such sale is completed within ninety (90) days of expiration of such twenty (20) day period at a price and provided, however, that on terms and conditions substantially similar to those set forth in the Co-Sale Right Holder fails Notice. Failure to effect its Right of meet the foregoing conditions shall require a new Co-Sale due Notice and right of co-sale with respect to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in such sale. The co-sale rights granted under this Agreement, the Transferor Section 10 shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Noticeexpire upon a Qualified Public Offering.

Right of Co-Sale. To If the extent Company and the Investors do not Preferred Holders have waived or failed to timely exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”) as under Section 4.1 with respect to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number portion of the Offered Shares specified in Stock, then if the Seller is a Major Shareholder, the Seller may Transfer Notice multiplied by a fraction equal to the transferee such Offered Stock: (i) if Seller gives further written notice to each Preferred Holder within 10 days after the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time date of the transferexpiration of the Preferred Holders' Refusal Period (the "RIGHT OF CO-SALE NOTICE"), divided by (ii) specifying the total number date of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected Transfer of the Offered Stock to exercise such transferee which shall not occur within ten days of the Right of Co-Sale plus Notice (the total "CLOSING"), and the number of Ordinary Shares (calculated on an as-converted basis) then held by shares and type of Stock that the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) Seller desires to Transfer to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale NoticeTransferee, and (ii) subject to the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Preferred Holders' Right of Co-Sale. If the Co-Sale Right Holder sends out Seller desires to Transfer to the Co-Sale Notice Transferee such Offered Stock, the Preferred Holders shall have the right to require, at any time within fifteen (15) days of receipt of the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due Notice as a condition to failure to obtain such Transfer, that the consent of Seller arrange for the third party transferee or purchase by the approvalTransferee, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price per share and subject to on the same terms and conditions as specified involved in such sale or disposition by the Transfer NoticeSeller, a number of shares of the Preferred Holder's shares equal to a percentage of the Offered Stock (regardless of whether the Offered Stock consists of preferred or common issued upon conversion of the preferred) equivalent to the Preferred Holder's Share. This Right of Co-Sale shall not apply with respect to Offered Stock sold or to be sold by Seller to Preferred Holders under the Right of First Refusal.

Right of Co-Sale. To the extent the Investors Company and the Eligible Holders do not exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”) as to all of the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in Prospective Purchaser(s), each Eligible Holder that elects not to purchase all or any portion of its respective pro rata share of the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder Offered Shares shall have the right (but no obligationthe “Right of Co-Sale”) to participate in, and in such sale to sell to the Transferor shall have Prospective Purchaser(s) its pro-rata share of the obligation to procure the third party transferee to accept, the transfer of any Remaining Offered Shares not purchased pursuant to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to of First Refusal, on the same terms and conditions as specified in the Additional Transfer Notice as offered to the Transferor by notifying the Transferor in writing (with a copy to each other Party) within the ROFR Option Period (each such Eligible Holder, a “Right of Co-SaleSale Shareholder”). For the purpose of this Section 4.5, a Such Co-Sale Right HolderShareholder’s “Pro Rata Co-Sale Share” notice to the Transferor shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals indicate the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected Shareholder wishes to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect sell under its Right of Co-Sale. If To the extent one or more Eligible Holders exercise Right of Co-Sale Right Holder sends out Sale, the Co-Sale Notice within number of Ordinary Shares of the Option Period, and provided, however, Company that the Co-Sale Right Holder fails to effect its Transferor may sell in the proposed transfer shall be correspondingly reduced proportionally. For the purposes of the Right of Co-Sale due hereunder, each Co-Sale Shareholder’s “pro rata share” shall be determined according to failure to obtain the consent aggregate number of all Ordinary Shares converted or convertible from the Preferred Shares held by such Co-Sale Shareholder on the date of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything Additional Transfer Notice in relation to the contrary in this Agreement, aggregate number of all Shares (calculated on an as converted to Ordinary Shares basis) held by the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of and all the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that Shareholders on such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Noticedate.

Right of Co-Sale. To the extent the Investors do not exercise their respective Rights Within 15 calendar days of First Refusal (the “Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer its receipt of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, each Investor shall notify the Founder of such Investor’s intent to sell to the prospective purchaser of the Founder’s Shares (or at the Investor’s option and demand, to the Founder, who hereby agrees to purchase in the event that a direct sale from the Founder to the prospective purchaser is consummated) all or any part of the Investor’s “Co-Sale Allocation” pursuant to the terms the Founder proposes to sell its Shares. For purposes of this Section 2(d)(ii), an Investor’s “Co-Sale Allocation” with respect to any single sale of Shares by a Founder shall be equal to the product obtained by multiplying (iiX) the total number of Shares being sold by the Founder by (Y) a fraction, the numerator of which shall be the total number of shares of Common Stock of the Company (including the number of Shares that shares of Common Stock into which the shares of Preferred Stock are then convertible) held by such CoInvestor, and the denominator of which shall be the total number of shares of Common Stock of the Company (including the number of shares of Common Stock into which the shares of Preferred Stock are then convertible) held by the Investors electing to exercise their right of co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Salesale and such Founder. If the Co-Sale Right Holder sends out Investor elects to sell to the Co-Sale Notice within prospective purchaser, then the Option Period, and provided, however, that Founder shall assign to the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent Investor as much of the third party transferee or Founder’s interest in the approval, consent or exemption (if necessary) from agreement for the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number sale of the Shares as the Investor shall be entitled to pursuant to the terms hereof. Each Investor shall have a right of reallotment such that, if any other Investor fails to exercise the right to sell its full pro rata share of the Shares, then the other participating Investors may exercise an additional right to sell, on a pro rata basis, the Shares not previously sold. Each Investor shall be entitled to apportion Shares to be sold among its partners and affiliates, provided that such Co-Sale Right Holder elects Investor notifies the Founder of such allocation. If an Investor gives the Founder notice that it desires to transfer at purchase any or all of its pro rata share, then payment for the same price and subject to the same terms and conditions as specified in the Transfer NoticeShares shall be by check or wire transfer.

Right of Co-Sale. To In the extent event that there are any shares of Common Stock not purchased by one or more of the Investors do not Holders of Securities through the exercise their respective Rights of First Refusal the rights granted in Subsection (A) of this Section 1, no transfer of any of such shares shall be made other than in compliance with this Subsection (B). The Selling Securityholder shall notify the “Co-Sale Right Holders”Holders of Securities, in the manner described in Subsection (A) as of this Section 1, of the number of shares of Common Stock remaining to be sold to the Offered Shares Prospective Purchaser, restating the price to be paid in exchange therefor and the terms of the proposed transaction. Such notice shall state the maximum number of shares of Common Stock which may be sold to the Prospective Purchaser by each Holder of Securities as determined in accordance herewith. With respect to any shares of Common Stock which were unsold, each Holder of Securities shall thereupon be entitled for a period of 20 days after the date of such notice to offer to sell to the Prospective Purchaser, for such price and upon such terms, that proportion (rounded to the nearest whole share) of the number of shares of Common Stock proposed to be sold as such Holder's aggregate holding of Securities then bears to the aggregate amount of Securities then held by all Holders of Securities exercising their rights of co-sale under this Subsection (B). The rights granted to the Holders of Securities in this Subsection (B) may be exercised in whole or in part and shall be exercised by the Transferor tender, conditioned upon receipt of the consideration for the Common Stock sold hereunder, of the maximum 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 third party transferee identified in Company, which shall act as agent for purposes of such sale. On the Transfer Notice in accordance with Section 4.4first business day following the date 20 days following the date of the first notice given to the Holders of Securities, such Co-Sale Right Holder the Company shall have notify the right (but no obligation) to participate inSelling Securityholder, the Holders of Securities, and the Transferor shall have Prospective Purchaser of the obligation amount of Securities to procure the third party transferee to acceptbe sold under this Subsection (B) of Section 1, the transfer price to be paid for any shares of any Offered Shares Common Stock and the price therefor. In such notice to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at Prospective Purchaser, the same price and subject Company shall direct the Prospective Purchaser to furnish to the same terms and conditions Company, as specified agent, within 10 days of the date of such notice, the price of such tendered shares of Common Stock in the Transfer Notice (form of an official bank or certified check or checks in specified amounts. Promptly upon receipt of such check or checks, the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” Company shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) transmit each check (duly endorsed, if necessary) to the total number respective tendering Holder or Holders of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by Securities (ii) transfer the total number shares so purchased on the books of Ordinary Shares the Company into the name of the purchaser thereof, (calculated on an asiii) transmit certificates for such shares to the Prospective Purchaser thereof by first class or certified mail, (iv) transmit tendered shares not so purchased to the Holder thereof by first class or certified mail, (v) notify the Holders of Securities in writing, delivered by hand or by first-converted basis) held class, certified or overnight mail, postage prepaid, or by telecopier, of such sale within 5 days following the completion thereof. In the event that, as to any tender of shares of Common Stock or by the Co-Sale Right Holders that have elected to exercise of Securities pursuant hereto, the Right entire purchase price for all shares of Co-Sale plus Common Stock duly tendered and eligible for sale under this Subsection (B) is not received from the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, Prospective Purchaser within the Option Periodaforesaid 10-day period, a written notice (the “Co-Sale Notice”) to the Transferor, stating Company shall promptly (i) its decision return to exercise the Right Holders of Co-Sale as specified in Securities all the Co-Sale Noticeshares of Common Stock tendered by such Holders, delivered by hand or by first class, certified or overnight mail, postage prepaid, and (ii) notify the Selling Securityholder of the return of such shares of Common Stock . Any shares of Common Stock tendered by a Holder of Securities as aforesaid received by the Company more than 20 days following the date of the first notice given to the Holders of Securities pursuant to this Subsection (B) shall be ineligible for sale in accordance with such notice and the Company shall promptly return such shares of Common Stock to the tendering Holder, delivered by hand or by first class, certified or overnight mail. The balance of the number of Shares that such Co-Sale Right Holder elects shares of Common Stock to transferbe sold to the Prospective Purchaser, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent after deduction of the third party transferee number of shares of Common Stock properly tendered, if any, by one or more Holders of Securities in accordance herewith, except in the approvalevent of a public offering, consent or exemption (if necessary) from the Governmental Authoritymerger, notwithstanding anything to the contrary in this Agreementconsolidation, the Transferor shall not effect any transfer exchange of the Offered Share securities of the Company approved by the stockholders of the Company, may be sold by the Selling Securityholder to the third party transferee without Prospective Purchaser, at the prior written consent price and upon the terms set forth in the first notice given to the Holders of Securities pursuant to this Subsection (B), not less than 20 days nor more than 60 days following the expiration of the Co20-Sale Right Holders, unless day period during which Holders of Securities were entitled to exercise their rights of co-sale hereunder but only if the Transferor purchases Prospective Purchaser has timely paid the number of the Shares that purchase price for all shares properly tendered by such Co-Sale Right Holder elects to transfer at the same price Holders and subject to the same terms and conditions as specified in the Transfer Noticeeligible for sale under this Subsection (B).

Right of Co-Sale. To In the event of a proposed Transfer of Stock to a Person who is not a Permitted Transferee, to the extent the Investors do not exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”) as to the Offered Shares Stock proposed to be sold transferred is not purchased by the Transferor Company pursuant to its right of first refusal described in Section 4.3, each other Stockholder shall have the right to participate in the Transfer in the manner set forth in this Section 4.4. Each such nontransferring Stockholder may Transfer to the third party proposed transferee identified in the Transfer Notice a pro rata share (defined below) of such non-transferring Stockholders Stock, by giving written notice to the Company and to the transferring Stockholder within the thirty (30) day period specified in accordance with Section 4.3(f), which notice shall state that the Stockholder elects to exercise its rights of co-sale under this Section 4.4, such Co. A notice of exercise of a Stockholder's right of first refusal under Section 4.3(f) and a notice of exercise of a Stockholder's rights of co-Sale Right Holder sale hereunder shall have the right (but no obligation) to participate in, be mutually exclusive and the Transferor first such notice given shall be binding and irrevocable. Each nontransferring Stockholder shall be deemed to have waived its right of co-sale hereunder either if it fails to give notice within the obligation prescribed time period or if such Stockholder gives notice exercising its right of first refusal pursuant to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”Section 4.3(f). For the A nontransferring Stockholder's pro rata share for this purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean equal that number of Ordinary Shares (calculated on an as-converted basis) which equals shares of the nontransferring Stockholder's Stock represented by the number obtained by multiplying the number of shares of Stock that are the Offered Shares specified in subject of the proposed Transfer Notice multiplied by a fraction equal to (i) fraction, the total numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) shares of Stock then held by such Co-Sale Right Holder at nontransferring Stockholder, and the time denominator of which is the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right shares of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) Stock then held by the Transferor. The Coall persons entitled to this right of co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) sale plus the number of Shares that such Coshares of Stock proposed to be Transferred by the transferring Stockholder. Insofar as possible this right of co-Sale Right Holder elects sale shall apply to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent Stock of the third party transferee same class or classes as the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and Stock subject to the Transfer Notice. If any Stockholder desiring to exercise its rights of co-sale hereunder does not have a sufficient number of Stock of the same terms and conditions class as specified in the Stock subject to the Transfer Notice, such Stockholder may substitute Stock of another class so long as such class ranks senior in liquidation to the class of Stock subject to the Transfer Notice. In the event the proposed Transfer is of Common Stock and a Person wishing to exercise its rights of co-sale hereunder does not have sufficient shares of Common Stock, but has PIK Preferred Stock, such Person may convert a sufficient number of PIK Preferred Stock into Common Stock in accordance with the procedures set forth in the Certificate of Designations.

Right of Co-Sale. To (a) In the extent event that (i) the Investors do not exercise their respective Rights of First Refusal Selling Stockholder (other than Knightsbridge) shall so elect to sell the “Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that Bona Fide Purchaser and/or the Electing Stockholders, if any, pursuant to clause (i) of Section 5.1(c), (ii) the First Offer Selling Stockholder (other than Knightsbridge) shall so elect to sell the First Offer Shares to a Third Party Purchaser and/or the First Offer Electing Stockholders, if any, pursuant to clause (i) of Section 5.2(c) or (iii) an Institutional Investor has arranged to sell Shares (for purposes of this Section 6, "INSTITUTIONAL OFFERED SHARES") to a Bona Fide Purchaser (in which case, for purposes of this Section 6, such CoInstitutional Investor shall be deemed to be a "SELLING STOCKHOLDER"; for purposes of this Section 6, First Refusal Selling Stockholders and First Offer Selling Stockholders shall also be referred to as "Selling Stockholders") pursuant to an offer therefor from a Bona Fide Purchaser (for purposes of this Section 6, the "INSTITUTIONAL PURCHASE OFFER"), then the Selling Stockholder shall deliver a written notice setting forth the terms and conditions of such offer (the "OUTSIDE SALE NOTICE") to the Other Stockholders who are not a Selling Stockholder ("APPLICABLE STOCKHOLDER") and each Institutional Investor who is neither a Selling Stockholder nor an Electing Stockholder, as the case may be ("APPLICABLE INSTITUTIONAL INVESTOR"), and no such sale shall be made unless and until each Applicable Stockholder and each such Applicable Institutional Investor (collectively, the "ELIGIBLE CO-SALE STOCKHOLDERS") shall have been afforded the right (the "CO-SALE RIGHT"), exercisable upon written notice to the Company and the Selling Stockholder within 30 days after receipt of the Outside Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred Notice, to participate in the sale of Shares at the same price time and subject to on the same terms and conditions under which the Selling Stockholder will sell the Selling Stockholder's Offered Shares, First Offer Shares or Institutional Offered Shares, as specified in the Transfer Notice (case may be. Each of the “Right of Co-Sale”). For the purpose of this Section 4.5, a Eligible Co-Sale Right Holder’s “Pro Rata Stockholders may sell all or any part of that number of Shares held by such Eligible Co-Sale Share” shall mean that Stockholder equal to the product obtained by multiplying (x) the aggregate number of Ordinary Offered Shares, First Offer Shares or Institutional Offered Shares, as the case may be (calculated on an asa fully-converted diluted basis), covered by the Purchase Offer by (y) a fraction the numerator of which equals is the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number shares of Ordinary Shares Common Stock (calculated on an asa fully-converted diluted basis) then held at the time owned by such Eligible Co-Sale Right Holder at Stockholder and the time denominator of which is the transfer, divided by (ii) the total aggregate number of Ordinary Shares shares of Common Stock (calculated on an asa fully-converted diluted basis) held owned by the Selling Stockholder and all Eligible Co-Sale Right Holders that have elected to exercise the Right of Stockholders exercising their Co-Sale plus Right. To the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The extent that Eligible Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified Stockholders participate in the Co-Sale Noticesubject sale of Offered Shares, and (ii) First Offer Shares or Institutional Offered Shares hereunder, as the case may be, the Selling Stockholder shall be required to reduce the number of its Shares that such Co-Sale Right Holder elects to transfer, included in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of Shares, First Offer Shares or Institutional Offered Shares, as the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Noticecase may be.

Right of Co-Sale. To (i) Following the extent expiration of the Investors do not exercise their respective Rights right of First Refusal first refusal and purchase rights described in Sections 4.3(b), (c), (d) and (e), each Preferred Holder who previously notified the Selling Shareholder in the Purchase and Co-Sale Notice of such Preferred Holder’s desire to sell a portion of its shares with the Selling Shareholder (such Preferred Holder, a “Co-Sale Right HoldersParticipant”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and in the Transferor shall have the obligation to procure the third party transferee to accept, the transfer sale of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held were not purchased by the Co-Sale Right Holders that have elected Shareholders pursuant to exercise the Right of Co-Sale plus the total number of Ordinary Shares Sections 4.3(b), (calculated on an as-converted basisc), (d) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfere), in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to on the same terms and conditions as specified in the Transfer Notice; provided, however, that (a) holders of Series A-1 Shares shall not be entitled to participate under this Section 4.3(g)(i) and shall not be deemed as a Co-Sale Participant as provided in Section 4.3(g)(ii) unless all Co-Sale Participants holding Series B Shares and Series C Shares have first exercised or declined to exercise their right of co-sale under this Section 4.3(g); (b) holders of Series A Shares shall not be entitled to participate under this Section 4.3(g)(i) and shall not be deemed as a Co-Sale Participant as provided in Section 4.3(g)(ii) unless all Co-Sale Participants holding Series A-1 Shares have first exercised or declined to exercise their right of co-sale under this Section 4.3(g); and (c) no Preferred Holders shall be entitled under this Section 4.3(g) to participate in Transfers of Restricted Shares by a Selling Shareholder incident to divorce, legal separation, bankruptcy or other proceedings, or death or in any other involuntary Transfers of Restricted Shares by a Selling Shareholder. To the extent one or more Preferred Holders exercise such right of co-sale in accordance with the terms and conditions set forth below, the number of Restricted Shares that the Selling Shareholder may sell in the Transfer shall be correspondingly reduced. Shareholders shall not have any right of first refusal to purchase the Shares to be sold by the Co-Sale Participants pursuant to this Section 4.3(g).

Right of Co-Sale. To If at anytime the extent holders of a majority of the Investors do not exercise their respective Rights shares of First Refusal the capital stock of the Corporation (the “Co-Sale Right Holders”"Majority Stockholders") as to receive an offer in writing, signed by an offeror or offerors (who must be a person or persons financially capable of carrying out the Offered Shares proposed to be sold by the Transferor to the third party transferee identified terms of such bona fide offer) not affiliated in the Transfer Notice in accordance with Section 4.4any manner with, or related to, such Co-Sale Right Holder Majority Stockholders or the Corporation (the "Bona Fide Purchaser"), in a form legally enforceable against such nonaffiliated and unrelated offeror or offerors (a "Bona Fide Offer") to purchase all of the shares of the Stock owned by such Majority Stockholders, then the Majority Stockholders shall have the right (but no not the obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares deliver a written notice to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” other Stockholders which shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to state (i) that the total number of Ordinary Shares (calculated on an as-converted basis) then held by Majority Stockholders propose to effect such Co-Sale Right Holder at the time of the transfera transaction, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held proposed purchase price per share to be paid by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale NoticeBona Fide Purchaser, and (iiiii) the number name or names of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option PeriodBona Fide Purchaser(s), and provided, however, that which attaches a copy of all documents between the Co-Sale Right Holder fails Majority Stockholders and such Bona Fide Purchaser necessary to effect its Right of Co-Sale due to failure to obtain establish the consent terms of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything transactions with respect to the contrary in this AgreementStock. The other Stockholders (the "Selling Stockholders") agree that, upon receipt of such notice, such Selling Stockholders shall be obligated to sell all of their Stock upon the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified of such transaction (and otherwise take all necessary action to cause the consummation of the proposed transaction). Not less than two (2) days prior to the proposed transfer, the Selling Stockholders shall tender their Voting Trust Certificates to the Trustee and the Trustee shall promptly instruct the Corporation to issue to such Selling Stockholder certificates representing the Stock of such Selling Stockholder to be purchased pursuant to the Bona Fide Offer, whereupon the Selling Stockholders shall deliver to the Majority Stockholders, each such certificate, properly endorsed for transfer, along with any other appropriate documentation to permit the sale of the Selling Stockholders' Stock, including, without limitation, a limited power-of-attorney authorizing the Majority Stockholders (or their designee) to transfer the Selling Stockholders' Stock to the Bona Fide Purchaser (in accordance with the terms and conditions set forth in the Transfer NoticeBona Fide Offer) and to execute all other documents required to be executed in connection with such transaction.

Right of Co-Sale. To the extent the Investors do not exercise their respective Rights of First Refusal (the “a) If any Shareholder (an "RCS Selling Shareholder") proposes to sell any Shares ("Co-Sale Right Holders”Shares") as to the Offered Shares proposed to be sold by the Transferor to the third a party transferee identified in the Transfer Notice in accordance with Section 4.4, such or group (a "Co-Sale Right Holder shall have Transferee") in a transaction or series of related transactions resulting in the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at Transferee for the same price and subject first time controlling the power to vote more than 25% of the total votes for nominees to the Board, such RCS Selling Shareholder shall first give reasonable notice in reasonable detail to each other Shareholder in sufficient time to allow each other Shareholder to participate in the sale on the same terms and conditions as specified in such RCS Selling Shareholder. To the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a extent any prospective Co-Sale Right Holder’s “Pro Rata Transferee(s) refuses to purchase shares or other securities from a Shareholder exercising its rights of co-sale hereunder, the RCS Selling Shareholder shall not sell to such prospective Co-Sale Share” Transferee(s) any co-Sale Shares unless and until, simultaneously with such sale, the RCS Selling Shareholder shall mean that number of Ordinary Shares (calculated on an as-converted basispurchase the offered shares or other securities from the other Shareholder. Notwithstanding the foregoing, this Section 2.2(a) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal shall not apply to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right any pledge of Co-Sale plus Shares made pursuant to a bona fide loan transaction that creates a mere security interest; (ii) any transfer to the total number ancestors, descendants or spouse or to trusts for the benefit of Ordinary such persons of a transferring Shareholder; (iii) any bona fide gift; provided that the transferring Shareholder shall inform the other Shareholders of such pledge, transfer or gift prior to effecting it; or (iv) any sale of Shares (calculated on an as-converted basis) then held by the Transferorpursuant to Rule 144. The Such transferred Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Shares will remain "Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale NoticeShares" hereunder, and (ii) the number of Shares that such Co-Sale Right Holder elects to transferpledgee, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or donee shall be bound by the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in terms and provisions of this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.

Right of Co-Sale. To In the extent event that there are any shares of Common Stock not purchased by one or more of the Investors do not Holders of Securities through the exercise their respective Rights of First Refusal the rights granted in Subsection (A) of this Section 1, no transfer of any of such shares shall be made other than in compliance with this Subsection (B). The Selling Securityholder shall notify the “Co-Sale Right Holders”Holders of Securities, in the manner described in Subsection (A) as of this Section 1, of the number of shares of Common Stock remaining to be sold to the Offered Shares Prospective Purchaser, restating the price to be paid in exchange therefor and the terms of the proposed transaction. Such notice shall state the maximum number of shares of Common Stock which may be sold to the Prospective Purchaser by each Holder of Securities as determined in accordance herewith. With respect to any shares of Common Stock which were unsold, each Holder of Securities shall thereupon be entitled for a period of 20 days after the date of such notice to offer to sell to the Prospective Purchaser, for such price and upon such terms, that proportion (rounded to the nearest whole share) of the number of shares of Common Stock proposed to be sold as such Holder's aggregate holding of Securities then bears to the aggregate amount of Securities then held by all Holders of Securities exercising their rights of co-sale under this Subsection (B). The rights granted to the Holders of Securities in this Subsection (B) may be exercised in whole or in part and shall be exercised by the Transferor tender, conditioned upon receipt of the consideration for the Common Stock sold hereunder, of the maximum 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 third party transferee identified in Company, which shall act as agent for purposes of such sale. On the Transfer Notice in accordance with Section 4.4first business day following the date 20 days following the date of the first notice given to the Holders of Securities, such Co-Sale Right Holder the Company shall have notify the right (but no obligation) to participate inSelling Securityholder, the Holders of Securities, and the Transferor shall have Prospective Purchaser of the obligation amount of Securities to procure the third party transferee to acceptbe sold under this Subsection (B) of Section 1, the transfer price to be paid for any shares of any Offered Shares Common Stock and the price therefor. In such notice to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at Prospective Purchaser, the same price and subject Company shall direct the Prospective Purchaser to furnish to the same terms and conditions Company, as specified agent, within 10 days of the date of such notice, the price of such tendered shares of Common Stock in the Transfer Notice (form of an official bank or certified check or checks in specified amounts. Promptly upon receipt of such check or checks, the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” Company shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) transmit each check (duly endorsed, if necessary) to the total number respective tendering Holder or Holders of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by Securities (ii) transfer the total number of Ordinary Shares (calculated shares so purchased on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share books of the Company into the name of the purchaser thereof, (iii) transmit certificates for such shares to the third party transferee without the prior written consent of the Co-Sale Right HoldersProspective Purchaser thereof by first class or certified mail, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject (iv) transmit tendered shares not so purchased to the same terms and conditions as specified Holder thereof by first class or certified mail, (v) notify the Holders of Securities in the Transfer Notice.writing, delivered by hand or by first-class, certified or overnight mail, postage prepaid, or by telecopier,

Right of Co-Sale. To (a) The Right. If at any time any of the extent Common Holders proposes to sell shares of Equity Securities to any party other than the Company or the Investors in a transaction (the "Transaction") not registered under the Securities Act in reliance upon a claimed exemption thereunder, and the Company and/or the Investors as a group do not exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”) as rights to purchase the Offered Shares proposed pursuant to be sold by Section 4.1, then any Investor which notifies the Transferor Common Holder in writing within thirty (30) days after receipt of the Second Notice referred to the third party transferee identified in the Transfer Notice in accordance with Section 4.44.1(d) (a "Selling Investor" for purposes of this Section 4.2), such Co-Sale Right Holder shall have the right (but no obligation) opportunity to participate insell a pro rata portion of Equity Securities which the Common Holder proposes to sell to such third party in the Transaction. In such instance, the Common Holder shall assign so much of his interest in the proposed agreement of sale as the Selling Investor shall be entitled to and shall request hereunder, and the Transferor Selling Investor shall have assume such part of the obligation to procure obligations of the third party transferee to accept, the transfer of any Offered Shares Common Holder under such agreement as shall relate to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at sale of the same price and subject to securities by the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”)Selling Investor. For the purpose purposes of this Section 4.54.2, the "pro rata portion" which each Selling Investor shall be entitled to sell shall be a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” fraction of the total amount of Equity Securities (assuming the exercise and conversion of all such securities to Common Stock) described in the Second Notice that have not been purchased by the Company or the Investors pursuant to Section 4.1, the numerator of which shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals be the number of shares of Equity Securities held by such Selling Investor (assuming the Offered Shares specified exercise and conversion of all such securities to Common Stock and exclusive of options referenced in the Transfer Notice multiplied by a fraction equal to clause (i) of Section 3.4) and the denominator of which shall be the total number of Ordinary Shares (calculated on an as-converted basis) then Equity Securities held by all participating Selling Investors and the Common Holder (assuming the exercise and conversion of all such Co-Sale Right Holder at the time securities to Common Stock and exclusive of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating options referenced in clause (i) of Section 3.4). Each Selling Investor shall notify the Common Holder whether it elects to sell an amount equal to or less than its decision pro rata share of the Equity Securities so offered. Each Selling Investor shall be entitled to exercise apportion Equity Securities to be sold among its partners and Affiliates, provided that such Selling Investor notifies the Right Common Holder of Co-Sale as specified in the Co-Sale Noticesuch allocation, and (ii) the number of Shares provided that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If allocation does not threaten the Co-Sale Right Holder sends out Company's reliance on any exemption from the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent registration provisions of the third party transferee Securities Act or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Noticequalification provisions applicable state securities laws.

Right of Co-Sale. To (a) In the extent event that Keywin, its affiliates and/or any of the Investors do not exercise persons listed in the Company’s filings with the Securities and Exchange Commission, as current officers or directors of the Company (collectively, the “Controlling Stockholders”) propose to transfer, sell, assign or otherwise dispose of, or transfer, sell, assign or otherwise dispose of, in each case, directly or indirectly, any of its or their respective Rights of First Refusal securities in the Company (the “Co-Sale Right HoldersSelling Controlling Stockholder”) as to in a transaction which, together with previous transfers or sales, would constitute a Change in Control (a “Proposed Transfer”), then each of the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder Investors (and their assigns) shall have the right to sell at their sole election, together with such Selling Controlling Stockholder, up to their entire interest in the Company (but no obligation) to participate inincluding, for the avoidance of doubt, at such Investor’s sole election, either the New Notes or the securities issuable upon and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares pursuant to the extent conversion of the New Notes (the “Conversion Shares”)); provided, however, that any such Coco-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will sale shall be transferred at the same price and subject to on the same terms and conditions as specified agreed to by the Selling Controlling Stockholder (it being understood that in the event that the Electing Investor elects to transfer the New Notes in connection with the Proposed Transfer, the consideration for the New Notes shall equal in the aggregate the consideration payable per Transfer Notice Share (defined below) multiplied by the aggregate amount of the Conversion Shares without giving effect to the Conversion Limitation (defined below) (the “Right Notes Purchase Price”)). The Company shall cause the Selling Controlling Stockholder to deliver (and in the event the Selling Controlling Stockholder is Keywin and/or any of Co-Saleits affiliates, Keywin shall deliver) to the Investors, notice of any Proposed Transfer, not later than thirty (30) days prior to the consummation of such Proposed Transfer (“Transfer Notice”). For The Transfer Notice shall contain the purpose material terms and conditions (including price and form of this Section 4.5consideration) of the Proposed Transfer, the amount and type of securities to be transferred and sold by the Selling Controlling Stockholder (the “Transfer Shares”) and the identity of the prospective transferee(s) (the “Proposed Transferee”). Each Investor who desires to exercise its co-sale rights hereunder (each an “Electing Investor”) must give the Selling Controlling Stockholder written notice to that effect within fifteen (15) days after receipt of the Transfer Notice, which notice shall include the amount and type of securities in the Company such Electing Investor elects to transfer to the Proposed Transferee, and upon giving such notice such Electing Investor shall be deemed to have effectively exercised its right of co-sale hereunder. To the extent that any Proposed Transferee prohibits the participation of any Investor exercising its right of co-sale hereunder in a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Proposed Transfer or otherwise refuses to purchase the New Notes or Conversion Shares (calculated on an asas applicable) from such Investor(s) exercising its right of co-converted basis) which equals sale hereunder, the number Selling Controlling Stockholder shall not sell to such Proposed Transferee any securities of the Offered Company unless and until, simultaneously with such sale, the Selling Controlling Stockholder shall purchase the New Notes or the Conversion Shares specified from such Investor for the same consideration (it being understood that in the Transfer Notice multiplied by a fraction event that the Electing Investor elects to transfer the New Notes in connection with the Proposed Transfer, the consideration for the New Notes shall equal the Notes Purchase Price) and on terms no less favorable than described in the sale notice. Notwithstanding anything to the contrary contained herein, in the event that the Electing Investors are required to provide any representations, warranties or indemnities in connection with the exercise of their co-sale rights hereunder, each Electing Investor shall only be required to provide representations, warranties and indemnities concerning such Electing Investor’s (i) the total number title and ownership of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Noticesecurities, and (ii) power and authority to enter into the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option PeriodProposed Transfer, and providedshall not be obligated to make any other representations and warranties, howeverincluding without limitation, that general Company representations and warranties; and provided further, with respect to any indemnification required to be given by such Electing Investor: (a) the Coliability of such Electing Shareholder shall be several and not joint, (b) such Electing Investor shall be liable for no more than its pro-Sale Right Holder fails rata share (based upon the consideration actually received by it) of any liability for misrepresentation, breach of warranty or indemnity and (c) the liability of such Electing Investor with respect to effect any indemnification obligation will not exceed the net cash proceeds paid to such Electing Investor in connection with the Proposed Transfer. Each Electing Investor shall pay its Right own expenses incurred in any exercise of Coits co-Sale due to failure to obtain sale rights hereunder. For the consent purposes of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Termination Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.“

Right of Co-Sale. (a) To the extent any of the Investors do ROFR Shareholders does not exercise their respective Rights its right of First Refusal (the “Co-Sale Right Holders”) first refusal as to any of its Pro Rata Share of the Offered Shares proposed to be sold by the Transferor to the other third party transferee identified in the Transfer Notice in accordance with Section 4.4Notice, such the Transferor shall promptly give written notice (the “Co-Sale Right Holder Notice”) thereof to each such ROFR Shareholder not exercising its right of first refusal pursuant to Section 5.2 (each, a “CSR Shareholder”), specifying the total number of the Offered Shares in the Transfer (the “Co-Sale Shares”), including both Equity Securities to be Transferred to the third party transferee and Equity Securities to be Transferred to the Exercising Shareholders. Each CSR Shareholder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation in such sale to procure the third party transferee to accept, and/or Exercising Shareholders identified in the transfer Transfer Notice of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to Shares, on the same terms and conditions as specified in the Transfer Notice (but in no event less favorable than the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) terms and conditions offered to the Transferor, stating ) by notifying the Transferor in writing within fifteen (i15) its decision to exercise Days following the Right date of Co-Sale as specified in the Co-Sale Notice, and (ii) . Such CSR Shareholder’s notice to the Transferor shall set forth the number of Preferred Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Holder elects CSR Shareholder wishes to include in such sale or transfer, in order to effect its Right of Co-Sale. If which amount shall not exceed the Co-Sale Right Holder sends out Pro Rata Portion (as defined below) of such CSR Shareholder. To the Coextent one or more ROFR Shareholders exercise such right of co-Sale Notice within sale, the Option Period, and provided, however, number of Offered Shares that the CoTransferor may sell in the Transfer to the third-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain party transferee and/or Exercising Shareholders identified in the consent Transfer Notice shall be correspondingly reduced. If the proposed transferee or Exercising Shareholder in any Transfer of the third party transferee or the approval, consent or exemption (if necessary) Offered Shares refuses to purchase from the Governmental Authority, notwithstanding anything any CSR Shareholder electing to the contrary participate in this Agreementsuch sale, the Transferor shall not effect any transfer consummate such Transfer of the Offered Share of the Company Shares to the third party such proposed transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Noticeor Exercising Shareholder.

Right of Co-Sale. To (a) In the extent event the Company and the Investors do not fail to exercise their respective Rights rights to purchase all of First Refusal the Transfer Shares subject to Section 2.2 and Section 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2 and Section 2.3, then the Transferring Key Holder shall thereafter be entitled to transfer the Remaining Transfer Shares not so purchased. Each Investor that is not a Participating Investor (the a “Co-Sale Right HoldersHolder”) as shall have the right, in lieu of its right of first refusal pursuant to Section 2.3, exercisable upon written notice to such Transferring Key Holder with a copy to the Offered Shares proposed Company (the “Sale Participation Notice”), within twenty (20) days after receipt of the Notice (such twenty (20) day period, the “Exercise Period”), to sell shares of Series E Stock on the same terms and conditions set forth in the Notice; provided that the price set forth in the Notice with respect to shares of Common Stock shall be appropriately adjusted based on the conversion ratio of the Series E Stock to be sold by sold. The Sale Participation Notice shall indicate the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, number of shares of Series E Stock such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such a “Participating Co-Sale Right Holder’s Pro Rata ”) wishes to sell, which number shall not exceed the total number of Transfer Shares specified in the Notice. The Transferring Key Holder shall communicate to the prospective purchaser of the Transfer Shares (the “Offeror”) that, in addition to the Remaining Transfer Shares that were not purchased by Participating Investors pursuant to Section 2.3 hereof (the “Available Transfer Shares”), the additional shares of Series E Stock being offered by the Participating Co-Sale Share Right Holder(s) (defined as belowset forth in the Sale Participation Notices) will be transferred at are available for purchase by the same price and subject to Offeror on the same terms and conditions as specified set forth in the Transfer Notice; provided that the price set forth in the Notice (with respect to Shares of Common Stock shall be appropriately adjusted based on the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number conversion ratio of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal Series E Stock to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Noticebe sold.

Right of Co-Sale. To the extent the Investors Non-Selling Shareholders do not exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”) as to all of the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in Prospective Purchaser, each Non-Selling Shareholder that elects not to purchase all or any portion of its respective pro rata share of the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder Offered Shares shall have the right (but no obligationthe “Right of Co-Sale”) to participate in, and in such sale to sell to the Transferor shall have Prospective Purchaser its pro-rata share of the obligation to procure the third party transferee to accept, the transfer of any remaining Offered Shares not purchased pursuant to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to of First Refusal, on the same terms and conditions as specified in the Transfer Notice as offered to the Transferor by notifying the Transferor in writing within the ROFR Option Period (the such participating Non-Selling Shareholder a “Right of Co-SaleSale Shareholder”). For the purpose of this Section 4.5, a Such Co-Sale Right HolderShareholder’s “Pro Rata Co-Sale Share” notice to the Transferor shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals indicate the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected Shareholder wishes to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect sell under its Right of Co-Sale. If To the extent one or more Non-Selling Shareholders exercise Right of Co-Sale Right Holder sends out Sale, the Co-Sale Notice within number of Common Shares of the Option Period, and provided, however, Company that the Co-Sale Right Holder fails to effect its Transferor may sell in the proposed transfer shall be correspondingly reduced proportionally. For the purposes of the Right of Co-Sale due hereunder, each Co-Sale Shareholder’s “pro rata share” shall be determined according to failure to obtain the consent aggregate number of all Common Shares as is (excluding all of the third party transferee or Common Shares held by the approval, consent or exemption Founder Parties) and all Common Shares convertible from the Preferred Shares held by such Co-Sale Shareholders (if necessaryany) from on the Governmental Authority, notwithstanding anything date of the Transfer Notice in relation to the contrary in this Agreement, aggregate number of all Shares (calculated on an as converted to Common Shares basis) held by the Transferor shall not effect any transfer and all Shares (calculated on an as converted to Common Shares basis but excluding all of the Offered Share of Common Shares as is held by the Company to the third party transferee without the prior written consent of Founder Parties) held by all the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that Shareholders on such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Noticedate.

Right of Co-Sale. To (a) In the extent event either Stockholder (including for all purposes of this Section 5.3 any permitted transferees of a Stockholder as contemplated by Section 5.1(b)) proposes to sell any shares or receives an Offer and any of such shares are not purchased pursuant to Section 5.2, such Stockholder (a "Transferring Stockholder") may Transfer the shares subject thereto only following compliance with this Section 5.3 and Section 5.4 below. In such event, immediately following the last day of the Notice Period, the Transferring Stockholder shall give an additional notice of the proposed sale to the Investors do not exercise their respective Rights and other Stockholder, once again enclosing a copy of First Refusal (the “Co-Sale Right Holders”) as to Offer, if applicable, which shall identify the Offered Shares Offeror and the number of shares proposed to be sold by (the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such "Co-Sale Right Holder Notice"). Upon the election of an Investor or Investors holding at least ten percent (10%) of the Securities or such other Stockholder, each of the Investors and such other Stockholder shall have the right (but no obligation) to participate inright, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares exercisable upon written notice to the extent that Transferring Stockholder and any such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject permitted transferee within 20 days after delivery to the same terms and conditions as specified in the Transfer Notice (the “Right it of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise Notice (the Right of "Co-Sale plus Notice Period"), to participate in the total number of Ordinary Shares (calculated sale on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified terms and conditions stated in the Co-Sale Notice, except that any Investor who holds Convertible Preferred Shares shall be permitted to sell to the relevant purchaser shares of Common Stock acquired upon conversion thereof or, at its election, either (i) an option to acquire such Common Stock when it receives the same upon such conversion at the election of such Investor or as otherwise provided in the Company's Certificate of Incorporation with the same effect as if Common Stock were being conveyed, or (ii) shares of Convertible Preferred Stock provided the acquiror pays the full liquidation preference of the shares being sold plus the relevant price per share for the underlying Common Stock. Each of the Investors and such other Stockholder shall have the right to sell all or any portion of its or his shares on the terms and conditions in the Co-Sale Notice (subject to the foregoing), with the maximum number of shares equal to the product obtained by multiplying the number of shares proposed to be sold by the relevant Transferring Stockholder and any of his permitted transferees as described in the Co-Sale Notice by a fraction, the numerator of which is the number of shares of Common Stock owned by such Investor or other Stockholder on the date of the Co-Sale Notice on an as converted basis, and the denominator of which is the sum of the number of shares of Common Stock owned by the Stockholders and their permitted transferees and the number of shares of Common Stock owned by all of the Investors (including all assignees of the Investors) as of the date of the Co-Sale Notice on an as converted basis. To the extent one or more Investors elect not to sell the full amount of shares which they are entitled to sell pursuant to this Section 5.3(a), the other participating Investors' rights to sell shares shall be increased proportionately to their relative holdings of Securities, such that the Investors shall have the right to sell the full number of shares allocable to them in any transaction subject to this Section 5.3(a) even if some Investors elect not to participate. Within five days after the expiration of the Co-Sale Notice Period, the Transferring Stockholder shall notify each participating Investor and Stockholder of the number of shares held by such Investor or Stockholder that will be included in the sale and the date on which the sale will be consummated, which shall be no later than the later of (i) 30 days after the delivery of the Co-Sale Notice and (ii) the number satisfaction of Shares that such Co-Sale Right Holder all governmental approval requirements, if any. Each of the Investors and Stockholders may effect its participation in any sale hereunder by delivery to the purchaser, or to the Transferring Stockholder for transfer to the purchaser, of one or more instruments, certificates and/or option agreements, properly endorsed for transfer, representing the shares it elects to transfersell therein, provided that no Investor or Stockholder shall be required to make any representations or warranties or to provide any indemnities in order connection therewith other than with respect to effect its Right title to the stock being conveyed. At the time of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent consummation of the third party transferee sale, the purchaser shall remit directly to each Investor and Stockholder that portion of the sale proceeds to which each such Investor or the approval, consent or exemption (if necessary) Stockholder is entitled by reason of its participation therein. No shares may be purchased by a purchaser from the Governmental Authority, notwithstanding anything to Transferring Stockholder or any of his permitted transferees unless the contrary in this Agreement, purchaser simultaneously purchases from the Transferor shall not effect any transfer Investors and other Stockholder all of the Offered Share of the Company shares that they have elected to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects sell pursuant to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Noticethis Section 5.3(a).

Right of Co-Sale. To Except for transfers pursuant to Section 4(c) hereof, no Transferring Stockholder shall transfer any Executive Shares in any one or more transactions, until such Transferring Stockholder (i) first complies with Section 4(a) of this Agreement, and (ii) offers each Preferred Stockholder (a “Co-Sale Stockholder”) the extent opportunity to include Stockholder Shares in the Investors do not exercise their respective Rights sale to the proposed transferee, upon the same terms and conditions offered to the Transferring Stockholder by such transferee. The number of First Refusal Stockholder Shares that the Transferring Stockholder and each Co-Sale Stockholder shall be entitled to have included in such sale will be a number determined by multiplying the number of Executive Shares initially proposed to be sold by the Transferring Stockholder by a fraction, the numerator of which is the total number of Stockholder Shares owned by such Transferring Stockholder or Co-Sale Stockholder, as the case may be, and the denominator of which is the total number of Stockholder Shares then owned by the Transferring Stockholder and all Co-Sale Stockholders. Each Co-Sale Stockholder shall have a period of [***] (the “Co-Sale Right HoldersOffer Period”) as following the expiration of the Election Period set forth in Section 4(a) to give the Offered Transferring Stockholder written notice of its desire to participate in such sale, stating in such notice the number of Stockholder Shares proposed such Co-Sale Stockholder wishes to be sold by sell; and if no such notice is given within the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4Co-Sale Offer Period, such Co-Sale Right Holder Stockholder shall be deemed to have the right (but no obligation) chosen not to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred participate. If at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent end of the Co-Sale Right HoldersOffer Period, unless any Co-Sale Stockholder has chosen not to participate in such a sale, in whole or in part, the Transferor purchases Transferring Stockholder shall promptly notify all Co-Sale Stockholders that have elected to participate in such sale (the “Participating Co-Sale Stockholders”) that such Participating Co-Sale Stockholders shall have the right, for a [***] period beginning on the [***] after the expiration of the Co-Sale Offer Period, to increase the number of Stockholder Shares they may sell pursuant to this Section 4(b), in an aggregate amount of up to the Shares total number of shares that such partially participating or non-participating Co-Sale Right Holder elects Stockholders would have been entitled to transfer at sell had they participated in full, less the same price and subject total number of shares that any such partially participating Co-Sale Stockholder is selling, pro rata, which, if necessary, shall be apportioned on the basis of the proportion that the number of Stockholder Shares held by each Participating Co-Sale Stockholder that is increasing the number of shares it proposes to sell bears to the same terms and conditions as specified in number of Stockholder Shares held by all Participating Co-Sale Stockholders that are increasing the Transfer Noticenumber of shares they propose to sell.

Right of Co-Sale. To (i) Preferred Stockholder Co-Sale Right. If any Preferred Stockholders (the extent the Investors do not "Declining Preferred Stockholders") have waived or otherwise failed to timely exercise their respective Rights rights of First Refusal first offer to purchase all or any portion of the Preferred Offered Shares as provided under Section 3.2(b), such Declining Preferred Stockholders will have a right to participate in the sale of any remaining Preferred Offered Shares (the “"Remaining Prefered Offered Shares") to the Preferred Third Party Purchaser in a manner set forth herein ("Preferred Right of Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder Sale"). Each Declining Preferred Stockholder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares sell to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred Preferred Third Party Purchaser, at the same price per Share and subject to on the same terms and conditions as specified in the Transfer Notice Selling Stockholder is selling to the Preferred Third Party Purchaser (the “"Preferred Co-Sale Terms"), such number of Shares (the "Preferred Co-Sale Shares") as is equal to the number of Remaining Preferred Offered Shares multiplied by the Co-Sale Pro Rata Fraction (as defined below), if such Declining Preferred Stockholder gives written notice of the exercise of such right to such Selling Stockholder within forty-five (45) days (the "Co-Sale Offer Period") after the date of such Declining Preferred Stockholder's receipt of the Selling Stockholder's Notice. For purposes of this Section 3.2(c), the "Co-Sale Pro Rata Fraction" shall be defined as a fraction, the numerator of which is the number of Shares on an as-converted basis then owned by such Declining Preferred Stockholder and the denominator of which is the number of Shares on an as-converted basis then owned by the Founders plus the number of Shares on an as-converted basis then owned by all of the Declining Preferred Stockholders who have elected to exercise the Preferred Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.

Right of Co-Sale. To If the extent Company and the Investors do not Offeree Shareholders have waived or failed to timely exercise their respective Rights of First Refusal under Section 2 hereof with respect to any portion of the Offered Shares, then, subject to the Shareholders' right of co-sale as provided herein (the “"Right of Co-Sale"), the Selling Shareholder may Transfer to the Proposed Transferee the remaining portion of the Offered Shares by giving written notice (the "Right of Co-Sale Right Holders”Notice") as to each Shareholder within five (5) days after the expiration of the Shareholder Offer Period specifying the date of the Closing of the Transfer of the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in Proposed Transferee, which date shall be no earlier than fifteen (15) days and no later than thirty (30) days after the Transfer Notice in accordance with Section 4.4, such date of delivery of the Right of Co-Sale Right Holder Notice (the "Closing"), and the number of Offered Shares to be Transferred to the Proposed Transferee. If the Selling Shareholder desires to Transfer any remaining Offered Shares to the Proposed Transferee, each Offeree Shareholder shall have the right (but no obligation) to participate inrequire, and as a condition to such Transfer, that the Transferor shall have the obligation Proposed Transferee agree to procure the third party transferee to acceptpurchase from such Offeree Shareholder, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price per share and subject to on the same terms and conditions as specified in the Transfer Notice by the Selling Shareholder, a number of such Offeree Shareholder's Shares equal to a percentage of the Offered Stock equivalent to the Shareholder's pro rata share (as defined below). The amount of Offered Shares that the “Selling Shareholder may actually Transfer to the Proposed Transferee (after the application of this Section 5) shall be reduced by the number of Offeree Shareholders' Shares that the Proposed Transferee purchases pursuant to this section 5.1. This Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the not apply with respect to Offered Shares specified in Transferred to the Transfer Notice multiplied Company or to Offeree Shareholders under their respective Rights of First Refusal. As used herein, the term "pro rata share" means the percentage determined by a fraction equal to dividing (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided a Shareholder by (ii) the total aggregate number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent all Shareholders of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer NoticeCompany.

Right of Co-Sale. To If the extent Offerees and/or the Investors do Company have not exercise their respective Rights elected to purchase all of First Refusal the Offered Shares and the remaining Offered Shares proposed to be transferred by the Transferring Holder represent more than 10% of the Fully Diluted Shares, then each Offeree who has not exercised its right of first offer under Section 6.2 (the a “Co-Sale Right HoldersOfferee”) as may Transfer to the Offered purchaser that number of Shares equal to (a) the total number of Shares held by such Offeree multiplied by (b) (i) the total number of Shares proposed to be sold by the Transferor Transferring Holder to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, Purchaser divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Transferring Holder. Each Co-Sale Right Holders Offeree that have elected wishes to exercise participate in the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a sale must give written notice (the a “Co-Sale Notice”) to the Transferor, stating Company and the Transferring Holder within fifteen (i15) days after its decision receipt of the Offer Notice. Any failure to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the deliver a Co-Sale Notice within the Option Period, and provided, however, that the such period will be deemed a waiver of these Co-Sale Right Holder fails rights regarding the proposed transfer to effect its Right of the purchaser. If a Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect Notice is given by any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right HoldersOfferee, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects Offeree’s relevant Shares will be transferred to transfer the purchaser at the same price per share and subject to on the same terms as the Transferring Holder’s Shares are transferred to the purchaser. Each Co-Sale Offeree will deliver to the purchaser the certificates evidencing the Shares to be sold by such Co-Sale Offeree, duly endorsed, or with stock powers or other appropriate instruments duly endorsed, for transfer with signature guaranteed, free and conditions clear of any Liens, against delivery of the applicable consideration. The consummation of the transaction will occur, and all deliveries made, at the same time, date and location as specified in the Transfer NoticeTransferring Holder and the purchaser consummate the sale of the Offered Shares not Transferred to the Offerees and/or the Company pursuant to Section 6.2.

Right of Co-Sale. To In the extent event: (a) the Investors do First Refusal Shares are not exercise their respective Rights purchased pursuant to Section 1.2 hereof and the First Refusal Shares constitute more than fifty percent (50%) of the Company’s Common Stock on a fully converted basis, or (b) Xxxx Xxxx or an entity or entities controlled by Xxxx Xxxx (collectively, the “Founder”), proposes to transfer any of the shares of Stock of the Company held by the Founder and at the time of such proposed transfer the shares held by the Founder represents at least fifteen percent (15%) of the outstanding equity of the Company on a fully diluted basis (or ten percent (10%) of the outstanding equity of the Company on a fully diluted basis in the event that there have been permissable transfers of shares by the Founder that aggregate five percent of the outstanding equity of the Company as provided for in the proviso at the end of this sentence), the Proposed Seller or the Founder, as applicable, will deliver a notice to each Preferred Stockholder, (x) in the case of First Refusal Shares, within five calendar days following the date on which the Proposed Seller has determined that the First Refusal Shares will not be purchased by the Company or the Purchasers, or (y) in the case of a proposed sale of shares by the Founder, within five calendar days following a determination by the Founder that he or it desires to sell shares, in each case, informing such Preferred Stockholder of the number of First Refusal Shares or shares held by the Founder, as applicable, that the Proposed Seller or the Founder, as applicable, holds and intends to sell to the Proposed Transferee (in each case, the “Co-Sale Right HoldersShares”); provided, however that the provisions of this Section 1.3 shall be inapplicable to transfers by the Founder during the term of this Agreement of shares up to, in the aggregate (taking into account all transfers made by the Founder since the date of this Agreement), five percent (5%) as of the outstanding equity of the Company on a fully diluted basis. Each Preferred Stockholder will have the right, exercisable upon written notice to the Offered Shares proposed to be sold Proposed Seller or the Founder, as applicable, within 20 calendar days after the delivery of such notice by the Transferor Proposed Seller or the Founder, as applicable, to the third party transferee identified participate in the Transfer Notice in accordance with Proposed Seller’s or the Founder’s, as applicable, sale of Co-Sale Shares at the Sale Price. The delivery of the notice of election under this Section 4.4, 1.3 will constitute an irrevocable commitment to sell such Co-Sale Right Holder shall have Shares. To the extent one or more of the Preferred Stockholders exercises such right (but no obligation) to participate in, of participation in accordance with the terms and the Transferor shall have the obligation to procure the third party transferee to acceptconditions set forth below, the transfer number of any Offered Shares shares of Stock which the Proposed Seller or the Founder, as applicable, may sell to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) Proposed Transferee will be transferred at correspondingly reduced. The right of participation of each of the same price and Preferred Stockholders will be subject to the same following terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.conditions:

Right of Co-Sale. To In the extent event a Transferor proposes to sell any shares that following the delivery of an Offer to Sell were not purchased pursuant to Section 2.2, such Transferor may transfer such shares subject thereto only following compliance with this Section 2.3 and Section 2.4 below. In such event, promptly following the last day of the Notice Period, the Transferor shall give a notice of the proposed sale to the Investors (other than those Investors that are members (or deemed to be members as provided in this Agreement) of the Investor Group in which the Transferor is a member), once again enclosing a copy of the Offer to Purchase, if applicable, which shall identify the Offeror and the number of shares proposed to be sold (the "Co-Sale Notice"). Each of the Investors (other than those Investors, if applicable, that are members of the Investor Group in which the Transferor is a member) thereupon shall have the right, exercisable upon written notice to such Transferor within 20 days after delivery to it of the Co-Sale Notice (the "Co- Sale Notice Period"), which notice shall indicate the maximum number of shares such Investor wishes to sell including the number of shares it would sell if one or more other Investors do not exercise their respective Rights of First Refusal (elect to participate, to participate in the “sale on the terms and conditions stated in the Offer to Purchase and in the Co-Sale Right Holders”Notice, except that (i) as any Investor who holds Preferred Stock shall be permitted to sell to the Offered Shares relevant purchaser shares of Common Stock acquired upon conversion thereof or, at its election, an option to acquire such Common Stock when it receives the same upon such conversion at the election of such Investor or as otherwise provided in the Charter with the same effect as if Common Stock were being conveyed, and (ii) in the event the Transferor proposes to sell shares of Convertible Participating Preferred Stock those Investors electing to participate in the sale by selling Common Stock shall only be entitled to receive an amount per share of Common Stock equal to the difference of (A) the amount per share the Transferor will receive per share of Convertible Participating Preferred Stock and (B) $2.0834. Each of the Investors entitled to receive the Co-Sale Notice shall have the right to sell all or any portion of its shares on the terms and conditions in the Co-Sale Notice (subject to the foregoing), with the maximum number of shares to be sold by each such Investor equal to the product obtained by multiplying the number of shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified described in the Co-Sale Notice by a fraction, the numerator of which is the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock) owned by such Investor on the date of the Co-Sale Notice and the denominator of which is the sum of the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock) owned by all of the Investors (including all permitted assignees of the Investors), as of the date of the Co-Sale Notice. To the extent one or more Investors who receive a Co-Sale Notice elect not to sell the full amount of shares which they are entitled to sell pursuant to this Section 2.3, the other participating Investors' rights to sell shares under this Section 2.3 shall be increased by including additional shares up to the amounts indicated in their notice of election to participate, with participation to be determined in the event of oversubscription proportionately based on the relative holdings of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock) of the Investors who elect to participate; provided, however, that participating Investors within any Investor Group shall have the first right to include shares in place of non-participating Investors within such Investor Group. Within 20 days after the expiration of the Co-Sale Notice Period, the Transferor shall notify each participating Investor of the number of shares held by such Investor that will be included in the sale and the date on which the sale will be consummated, which shall be no later than the later of (i) 30 days after the expiration of the Co-Sale Notice Period and (ii) the number satisfaction of Shares that such Co-Sale Right Holder all governmental approval requirements, if any. Each of the Investors may effect its participation in any Offer to Purchase hereunder by delivery to the Offeror, or to the Transferor for transfer to the Offeror, of one or more instruments, certificates and/or option agreements, properly endorsed for transfer, representing the shares it elects to transfersell therein. At the time of consummation of the Offer to Purchase, the Offeror shall remit directly to each participating Investor that portion of the sale proceeds to which each such Investor is entitled by reason of its participation therein. All costs and expenses in order connection with any sales pursuant to effect its Right this Section 2.3 (including the cost of Co-Sale. If complying with this Article II) shall be paid for by the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and sellers of shares on a pro rata basis (based on participation rather than holdings) or otherwise as they may have agreed; provided, however, that all costs and expenses in connection with any sale pursuant to this Section 2.3 that relate specifically or incrementally to participation therein by a certain seller (including the Co-Sale Right Holder fails fees and expenses of counsel to effect its Right of Co-Sale due to failure to obtain such seller) shall be paid for by such seller. No shares may be purchased by the consent Offeror from an Investor unless the Offeror simultaneously purchases from the Investors all of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding shares that they have elected to sell pursuant to this Section 2.3. Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, the Transferor provisions of this Section 2.3 shall not effect apply and shall be inapplicable to any transfer sales of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer NoticeRedeemable Preferred Stock.

Right of Co-Sale. To (a) In respect of any Offered Securities proposed to be Transferred by a Transferor, any of the extent the Investors do not exercise their respective Rights holders of First Refusal Preferred Shares (the a “Co-Sale Right HoldersParty”) as ), if it does not exercise its right of first refusal pursuant to the Offered Shares proposed to be sold by Clause 4.3 shall, upon notifying the Transferor to and the third party transferee identified Company in the Transfer Notice in accordance with Section 4.4, such writing (a “Co-Sale Right Holder shall Notice”) within 10 Business Days after the receipt by the Co-Sale Party of the Transfer Notice, have the right (but no obligation) to participate inin the sale of such Offered Securities including, and for the Transferor shall have the obligation avoidance of doubt, sales effected to procure the third party transferee any Exercising Party pursuant to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to Clause 4.3 on the same terms and conditions as specified in the Transfer Notice (and sales effected to any third party transferee(s) on the “Right of Co-Sale”same terms and conditions that the Transferor sells any Equity Securities to such third party transferee(s). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder Notice shall deliver, within indicate the Option Period, a written notice class and number (the “Co-Sale NoticeExercise Amount”) ), which shall be up to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Party’s Co-Sale Right Holder elects Proportionate Amount (as defined below) (with rounding to transfer, in order to effect its Right avoid fractional shares) of the Shares (the “Co-Sale. If Sale Securities”) which the Co-Sale Right Holder sends out Party wishes to co-sell under its right to participate hereunder. To the Co-Sale Notice within the Option Period, and provided, however, extent that the Co-Sale Right Holder fails to effect Party exercises its Right right of participation in accordance with the terms and conditions set forth in this Clause 4.4, the number of Offered Securities that the Transferor may sell shall be correspondingly reduced. In no event shall a Co-Sale due Party be allowed or required to failure sell more Shares pursuant to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of Clause 4.4 than the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Exercise Amount as specified in its Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.

Right of Co-Sale. To In the extent the Investors do not exercise their respective Rights event that any Investor intends to ---------------- Transfer (i) shares of First Refusal Common Stock which, together with any previous sales of shares of Common Stock by such Investor, represent more than twenty percent (20%) of its shares of Common Stock on a cumulative basis or (ii) shares of Preferred Stock which, together with any previous sales of shares of Preferred Stock by such Investor, represent more than twenty percent (20%) of its shares of Preferred Stock on a cumulative basis (in each case other than to an Affiliate of such Investor), such Investor (the “"Co-Sale Right Holders”Triggering Investor") as shall notify each other Investor holding shares of such class of stock, in writing, of such Transfer and its terms and conditions (the "Proposed Sale"). Within 10 days of the date of such notice, each Investor holding shares of such class of stock that wishes to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified participate in the Transfer Notice in accordance with Section 4.4, such Proposed Sale (the "Co-Sale Right Holder Investors") shall so notify the Co-Sale Triggering Investor in writing (a "Transfer Notice"). In the event the Co-Sale Triggering Investor fails to receive a Transfer Notice from any Investor within such 10-day period, such Investor shall be deemed to have declined to participate in the Proposed Sale. Each Co-Sale Investor shall have the right (but no obligation) to participate insell, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to on the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean Triggering Investor, that number of Ordinary Shares (calculated on an as-converted basis) which equals shares of Common Stock or Preferred Stock, as the case may be, equal to the number of shares of Common Stock or Preferred Stock, as the Offered Shares specified in case may be, the Transfer Notice third party proposes to purchase multiplied by a fraction equal to (i) fraction, the total numerator of which shall be the number of Ordinary Shares shares of Common Stock or Preferred Stock (calculated on an as-converted basis) then held other than Plan Stock), as the case may be, issued and owned by such Co-Sale Right Holder at Investor and the time denominator of which shall be the transfer, divided by (ii) the total aggregate number of Ordinary Shares shares of Common Stock or Preferred Stock (calculated on an as-converted basis) held other than Plan Stock), as the case may be, issued and owned by the Co-Sale Right Holders that have elected to exercise the Right of Triggering Investor and each other Co-Sale plus the total number of Ordinary Shares Investor (calculated on an as-converted basis) then held by the Transferor. The including such Co-Sale Right Holder Investor) exercising its rights pursuant to this Section 3. Nothing contained herein shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in obligate the Co-Sale Notice, and (ii) Triggering Investor to consummate the number of Shares that such Co-Proposed Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If or limit the Co-Sale Right Holder sends out Triggering Investor's right to amend or modify the Co-terms of the Proposed Sale Notice within the Option Period, and provided, however, in any respect; provided that the Co-Sale Right Holder fails Investors are offered the opportunity to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified participate in the Transfer NoticeProposed Sale on such amended or modified terms.

Right of Co-Sale. To the extent the Investors do not exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”A) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If (1) Prior to a Qualifying Offering and for so long as the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, Investors and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent their Affiliates own 50% or more of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything Securities purchased pursuant to the contrary in this Securities Purchase Agreement, in the Transferor shall not effect event that an Existing Investor desires to sell any transfer or all of the Offered Share 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 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 receipt), to their respective addresses as shown on the books of the Company Company, which addresses shall be provided to the third party transferee without Selling Securityholder by the prior written consent Company. Each notice shall set forth the identity and mailing address of the Co-Sale Right Holdersprospective purchaser ("Prospective Purchaser"), unless the Transferor purchases quantity and description of the Common Stock proposed to be sold, the price per share to be received therefor, the number of shares which may be sold by each Investor as determined in accordance herewith and the Shares that address of the Selling Securityholder to which the Investors may send notices to such Co-Sale Right Holder elects Selling Securityholder required hereunder. Such notice shall state the maximum number of shares of Common Stock which may be sold to transfer at the same Prospective Purchaser by each Investor as determined in accordance herewith. Each Investor shall thereupon be entitled for a period of 20 days after the date of such notice to offer to sell to the Prospective Purchaser, for such price and subject upon such terms, the proportion (rounded to the same terms nearest whole share) of the number of shares of Common Stock proposed to be sold as such Holder's aggregate holding of Securities then bears to the aggregate amount of Securities then held by all Investors exercising their rights of co-sale under this subsection (A). The rights granted to the Investors in this subsection (A) may be exercised in whole or in part and conditions shall be exercised by the 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 specified in agent for purposes of such sale. On the Transfer Notice.first business day following the date 20 days following the date of the first notice given to the Investors, the Company shall notify the Selling Securityholder, the Investors, and the

Right of Co-Sale. To (a) In the extent the Investors do not exercise their respective Rights event that any Restricted Holder proposes a Transfer of First Refusal (the “Co-Sale Right Holders”) as Restricted Shares to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer any Transferee any Investor who delivers a Investor Election Notice in accordance with Section 4.4, 5.1(c) above indicating an election to exercise such Investor's right of co-sale with respect to the Transfer referred to by the Notice and the number of shares such Investor elects to sell (up to such Investor's Co-Sale Right Holder Pro Rata Share), shall have the right of co-sale to sell to the Transferee all or any part of that number of shares of Common Stock or Preferred Stock (but no obligationor Common Stock issued upon conversion thereof) equal to participate inits Co-Sale Pro Rata Share of the Restricted Shares subject to the Notice on the terms and conditions set forth in the Notice. If the consideration to be paid by the Transferee is of a nature that cannot be given to such Investor, and the Transferor then such Investor shall have the obligation right to procure sell its Co-Sale Pro Rata Share of the third party transferee Restricted Shares subject to accept, the transfer Notice to the Selling Restricted Holder at the fair market value per share of such consideration as reasonably determined by the Board of Directors of the Company acting in good faith. To the extent that any Offered Shares prospective Transferee refuses to purchase shares or other securities from such Investor exercising its right of co-sale hereunder or to the extent that the Selling Restricted Holder wishes to delay the purchase of shares or other securities from the Investor, the Selling Restricted Holder shall not sell to such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at prospective Transferee any securities unless and until, simultaneously with such sale, the Selling Restricted Holder shall purchase such shares or other securities from such Investor for the same price consideration and subject to on the same terms and conditions as specified the proposed Transfer described in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.

Right of Co-Sale. To the extent the Investors do not exercise their respective Rights Requisite Holders authorize a Transfer of First Refusal the Covered Securities (the “Residual Shares”), then each Major Senior Preferred Investor (a “Co-Sale Right HoldersEligible Investor”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and in such Transfer of the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Residual Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to on the same terms and conditions as specified in the Transfer Notice. To exercise its rights hereunder, each Co-Sale Eligible Investor (a “Selling Investor”) must have provided a written notice to Seller within ten (10) business days after receiving the Transfer Notice indicating the number of shares it holds that it wishes to sell pursuant to this Section 6.2 (the “Election Notice”). (a) Each Selling Investor will be entitled to sell up to its pro rata share of the Residual Shares, which shall be equal to the product obtained by multiplying (x) the number of Residual -20- Shares by (y) a fraction, (i) the numerator of which shall be the number of shares of Common Stock (assuming conversion of all Preferred Stock into Common Stock) held on the date of the Transfer Notice by such Selling Investor and (ii) the denominator of which shall be the number of shares of Common Stock (assuming conversion of all Preferred Stock into Common Stock) held on the date of the Transfer Notice by Seller and the Selling Investors (“Pro Rata Co-Sale Share”). Within ten (10) days after receiving the Election Notice, Seller will give written notice (the “Co-Sale Confirmation Notice”) to the Company and each Selling Investor specifying the number of Residual Shares to be sold by each Selling Investor exercising its right of co-sale (the “Right of Co-Sale”). For (b) Subject to compliance with applicable state and federal securities laws, the purpose sale of this Section 4.5, a the Residual Shares by the Selling Investors shall occur within ten (10) days after delivery of the Co-Sale Right Holder’s Confirmation Notice (the “Pro Rata Co-Sale Share” Closing”). If a Selling Investor exercised the Right of Co-Sale in accordance with this Section 6.2, then such Selling Investor shall mean that deliver to Seller at or before the Co-Sale Closing, one or more certificates, properly endorsed for transfer, representing the number of Ordinary Residual Shares to which the Selling Investor is entitled to sell pursuant to this Section 6.2 (calculated determined on an as-converted basis) which equals ). At the number of Co-Sale Closing, Seller shall cause such certificates or other instruments to be transferred and delivered to the Offered Shares transferee pursuant to the terms and conditions specified in the Transfer Notice multiplied by a fraction equal Notice, and Seller will remit, or will cause to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder be remitted, to each Selling Investor, at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders Closing, that have elected portion of the proceeds of the Transfer to exercise the Right which each Selling Investor is entitled by reason of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) each Selling Investor’s participation in such Transfer pursuant to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. (c) If any of the CoResidual Shares remain available after the exercise of all rights of co-Sale Right Holder sends out sale then the Co-Sale Notice within Seller shall be free to Transfer any such remaining shares to the Option Period, and proposed transferee at the offered price or a lower price in accordance with the terms set forth in the Transfer Notice; provided, however, that if the Co-Sale Right Holder fails to effect its Right Residual Shares are not so Transferred during the sixty (60) day period following the deemed delivery of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice., then Seller may not Transfer any of such remaining Residual Shares without complying again in full with the provisions of this Section 6.2. 6.3

Right of Co-Sale. To In the extent the Investors do not exercise their respective Rights event that any Investor intends to Transfer (i) shares of First Refusal Common Stock which, together with any previous sales of shares of Common Stock by such Investor, represent more than twenty percent (20%) of its shares of Common Stock on a cumulative basis or (ii) shares of Preferred Stock which, together with any previous sales of Preferred Stock by such Investor represent twenty (20%) of its shares of Preferred Stock on a cumulative basis (in each case other than to an Affiliate of such Investor), such Investor (the “Co-Sale Right HoldersTriggering Investor”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified shall notify each other Investor holding shares of such class of stock, in the writing, of such Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same its terms and conditions as specified in the Transfer Notice (the “Right of Co-Proposed Sale”). For Within ten (10) days after the purpose date of this Section 4.5such notice, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean each Investor holding shares of such class of stock that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified wishes to participate in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Proposed Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale NoticeInvestors”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in shall so notify the Co-Sale Triggering Investor in writing (a “Transfer Notice, and (ii) ”). In the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If event the Co-Sale Right Holder sends out Triggering Investor fails to receive a Transfer Notice from any Investor within such 10-day period, such Investor shall be deemed to have declined to participate in-the Proposed Sale. Each Co-Sale Notice within Investor shall have the Option Periodright to sell, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to on the same terms as the Co-Sale Triggering Investor, that number of shares of Common Stock or Preferred Stock, as the case may be, equal to the number of shares of Common Stock or Preferred Stock, as the case may be the third party proposes to purchase multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock or Preferred Stock (other than Plan Stock), as the case may be, issued and conditions owned by such Co-Sale Investor and the denominator of which shall be the aggregate number of shares of Common Stock or Preferred Stock (other than Plan Stock), as specified the case may be, issued and owned by the Co-Sale Triggering Investor and each other Co-Sale Investor (including such Co-Sale Investor) exercising its rights pursuant to this Section 3. Nothing contained herein shall obligate the Co-Sale Triggering Investor to consummate the Proposed Sale or limit the Co-Sale Triggering Investor’s right to amend or modify the terms of the Proposed Sale in any respect; provided that the Investors are offered the opportunity to participate in the Transfer NoticeProposed Sale on such amended or modified terms.

Right of Co-Sale. To 13.1. In the extent event that any Offered Securities are not purchased by the Investors do Preferred Shareholders pursuant to Section 12 above and thereafter are to be Transferred to a Proposed Transferee (the “Co-Sale Eligible Securities”), each Preferred Shareholder who has not exercise their respective Rights exercised its Preferred Right of First Refusal (the “Co-Sale Right HoldersPreferred Shareholder”) as shall be entitled to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Coa right of co-Sale Right Holder shall have the right sale (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the a “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus shall entitle the total number Co-Sale Preferred Shareholder to participate on a pro-rata basis (based on the formula in Section 13.2 below) in the Proposed Transfer on the same terms and conditions specified in the Transfer Notice, provided that the Co-Sale Preferred Shareholder converts all Equity Securities that intends to include in the exercise of its Right of Co-Sale into Ordinary Shares (calculated on an as-converted basis) then held if required by the TransferorProposed Transferee) prior to the completion of a Transfer pursuant to this Section 13. The Co-Sale Preferred Shareholder shall exercise its Right Holder of Co-Sale by delivering to the Company (which shall delivernotify the Selling Shareholder), within ten (10) days following receipt of the Option Period, a written notice Expiration Notice (the “Co-Sale NoticePeriod”) ), written notice of its intention to participate, specifying the Transferor, stating (i) its decision to exercise the Right number and type of Co-Sale as specified in Securities the Co-Sale NoticePreferred Shareholder desires to Transfer to the Proposed Transferee. At the closing of the transaction, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out Preferred Shareholder shall deliver to the Company an executed instrument of Transfer and one or more certificates representing the number of Equity Securities which it elects to Transfer hereunder together with such other documents reasonably necessary for the Transfer of such Equity Securities, and the Selling Shareholder shall ensure that the Proposed Transferee shall pay to the Co-Sale Notice within Preferred Shareholder the Option Periodfull purchase price for such Equity Securities. To facilitate the delivery of share certificates in connection with a Transfer pursuant to this Section 13, and provided, however, that the Company undertakes to the Co-Sale Right Holder fails to Preferred Shareholder that it shall effect its Right and register the conversion of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption all applicable Equity Securities into Ordinary Shares (if necessary) from the Governmental Authority), notwithstanding anything and provide relevant share certificates therefor to the contrary Proposed Transferee in this Agreement, connection with the Transferor shall not effect any transfer closing of the Offered Share such Transfer and update its register of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Noticemembers accordingly.

Right of Co-Sale. To (a) In the extent event any Select Stockholder (including for all purposes of this Section 3.3 any permitted transferees of a Select Stockholder as contemplated by Section 3.1) proposes to sell any shares or receives an Offer and any of such shares are not purchased pursuant to Section 3.2 above, such Select Stockholder (a "Transferring Stockholder") may transfer the Investors do not exercise their respective Rights shares subject thereto only following compliance with this Section 3.3 and Section 3.4 below. In such event, immediately following the last day of First Refusal (the “Co-Sale Right Holders”) as Investor Notice Period, the Transferring Stockholder shall give an additional notice of the proposed sale to the Offered Shares Investors, once again enclosing a copy of the Offer, if applicable, which shall identify the Offeror and the number of shares proposed to be sold by (the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such "Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”Notice"). For Upon the purpose election of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number an Investor or Investors holding at least ten percent (10%) of Ordinary Shares (calculated the capital stock of the Company on an as-converted to Common Stock basis) which equals the number , each of the Offered Shares specified in Investors shall have the Transfer Notice multiplied by a fraction equal right, exercisable upon written notice to (i) the total number Transferring Stockholder and any such permitted transferee within 20 days after delivery to it of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise Notice (the Right of "Co-Sale plus Notice Period"), to participate in the total number of Ordinary Shares (calculated sale on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified terms and conditions stated in the Co-Sale Notice, except that any Investor who holds shares of the Company's Series A Convertible Redeemable Preferred Stock ("Convertible Preferred Stock") shall be permitted to sell to the relevant purchaser shares of Common Stock acquired upon conversion thereof or, at its election, either (i) an option to acquire such Common Stock when it receives the same upon such conversion at the election of such Investor or as otherwise provided in the Company's Certificate of Incorporation or the certificate of designations, preferences and rights related to such Preferred Stock, in each case as amended, with the same effect as if Common Stock were being conveyed, or (ii) shares of Convertible Preferred Stock provided the acquiror pays the full liquidation preference of the shares being sold plus the relevant price per share for the underlying Common Stock. Each of the Investors shall have the right to sell all or any portion of its or his shares on the terms and conditions in the Co-Sale Notice (subject to the foregoing), with the maximum number of shares equal to the product obtained by multiplying the number of shares proposed to be sold by the relevant Transferring Stockholder and any of its permitted transferees as described in the Co-Sale Notice by a fraction, the numerator of which is the number of shares of Common Stock owned by such Investor on the date of the Co-Sale Notice on an as converted basis, and the denominator of which is the sum of the number of shares of Common Stock owned by the Select Stockholders and their permitted transferees and the number of shares of Common Stock owned by all of the Investors (including all assignees of the Investors) as of the date of the Co-Sale Notice on an as converted basis. To the extent one or more Investors elect not to sell the full amount of shares which they are entitled to sell pursuant to this Section 3.1, the other participating Investors rights to sell shares shall be increased proportionately to their relative holdings of capital stock of the Company on an as converted to common stock basis, such that each Investor shall have the right to sell the full number of shares allocable to it in any transaction subject to this Section 3.1(a) even if some Investors or Select Stockholders elect not to participate. Within five days after the expiration of the Co-Sale Notice Period, the Transferring Stockholder shall notify each participating Investor of the number of shares held by such Investor that will be included in the sale and the date on which the sale will be consummated, which shall be no later than the later of (i) thirty (30) days after the delivery of the Co-Sale Notice and (ii) the number satisfaction of Shares that such Co-Sale Right Holder all governmental approval requirements, if any. Each of the Investors may effect its participation in any sale hereunder by delivery to the purchaser, or to the Transferring Stockholder for transfer to the purchaser, of one or more instruments, certificates and/or option agreements, property endorsed for transfer, representing the shares it elects to transfersell therein, provided that no Investor shall be required to make any representations or warranties or to provide any indemnities in order connection therewith other than with respect to effect its Right title to the stock being conveyed. At the time of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent consummation of the third party transferee or sale, the approval, consent or exemption (if necessary) purchaser shall remit directly to each Investor that portion of the sale proceeds to which each such Investor is entitled by reason of its participation therein. No shares may be purchased by a purchaser from the Governmental Authority, notwithstanding anything to Transferring Stockholder or any of his permitted transferees unless the contrary in this Agreement, purchaser simultaneously purchases from the Transferor shall not effect any transfer Investors all of the Offered Share of the Company shares that they have elected to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects sell pursuant to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Noticethis Section 3.1(a).

Right of Co-Sale. To (a) In the extent event that the Investors do not Non-Transferring Parties fail to exercise their respective Rights rights to purchase all of First Refusal the Remaining Transferring Shareholder’s Stock pursuant to Section 3.3, and that following the exercise or expiration of the rights of purchase set forth in Section 3.3 the Transferring Shareholder proposes to sell shares of Shareholder Stock on the terms and conditions set forth in the Transfer Notice that represent more than five percent (5%) of the shares of Shareholder Stock then outstanding (assuming Full Conversion), then the Transferring Shareholder shall deliver to the Company and to each Non-Transferring Party that is not a Participating Party (a “Co-Sale Right HoldersHolder”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of that each Co-Sale as specified in Right Holder shall have the right, exercisable by written notice to the Transferring Shareholder with a copy to the Company (the “Sale Participation Notice”) delivered no later than fourteen (14) days after receipt of the Co-Sale NoticeNotice (such fourteen-day period, the “Exercise Period”), to sell shares of the Co-Sale Right Holder’s Shareholder Stock on the same terms and conditions specified in the Transfer Notice (ii) provided that the price set forth in the Transfer Notice with respect to shares of Shareholder Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Series A Stock or other preferred stock to be sold). The Sale Participation Notice shall indicate the number of Shares that shares of Shareholder Stock such Co-Sale Right Holder elects wishes to transfersell (which number shall not exceed the total number of shares of Transferring Shareholder Stock, specified in the Transfer Notice). The Transferring Shareholder shall use commercially reasonable efforts to interest the prospective purchaser of the Transferring Shareholder’s Stock (the “Offeror”) in purchasing, in order addition to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out Transferring Shareholder’s Stock, the Co-Sale Notice within the Option Period, and provided, however, Shareholder Stock that the Co-Sale Right Holder fails Holders wish to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Noticesell.

Right of Co-Sale. To the extent the Investors do not exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. Confidential Treatment Requested by ZKH Group Limited Pursuant to 17 C.F.R. Section 200.83 The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this AgreementSchedule A, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.

Right of Co-Sale. To the extent the Investors do not exercise their respective Rights of First Refusal (the “i) Eligible Preferred Stockholder Co-Sale Right Holders”Right. If any Preferred Stockholder (each, an "Eligible Preferred Stockholder") as has waived or otherwise failed to timely exercise its respective rights of first offer to purchase all or any portion of the Offered Shares proposed as provided under Section 3.1(b), then such Eligible Preferred Stockholder will have a right to be sold by participate in the Transferor sale of the remaining Offered Shares ("Remaining Offered Shares") to the third party transferee identified Third Party Purchaser in the Transfer Notice in accordance with Section 4.4, such a manner set forth herein ("Right of Co-Sale Right Holder Sale"). Each Eligible Preferred Stockholder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares sell to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred Third Party Purchaser, at the same price per Share and subject to on the same terms and conditions as specified in the Transfer Notice Selling Founder is selling to the Third Party Purchaser (the “Right of "Co-Sale”Sale Terms"), such number of Shares (the "Co-Sale Shares") as is equal to the number of Remaining Offered Shares multiplied by the Co-Sale Pro Rata Fraction (as defined below), if such Eligible Preferred Stockholder gives written notice of the exercise of such right to such Selling Founder within forty-five (45) days (the "Co-Sale Refusal Period") after the date of such Eligible Preferred Stockholder's receipt of the Selling Founder's Notice. For the purpose purposes of this Section 4.53.1(c), a the "Co-Sale Right Holder’s “Pro Rata Co-Sale Share” Fraction" shall mean that be defined as a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) basis then owned by such Eligible Preferred Stockholder and the denominator of which equals is the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) basis then held owned by such Co-Sale Right Holder at the time of Founders plus the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held basis then owned by all of the Co-Sale Right Holders that Eligible Preferred Stockholders who have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.

Right of Co-Sale. To If there are any remaining unpurchased Controlled Shares after giving effect to Sections 2.4 and 2.5 (“Remaining Shares”), then the extent applicable Principal Stockholder shall deliver to the Investors do not exercise their respective Rights of First Refusal Company and Investor written notice (the “Principal Stockholder Co-Sale Right HoldersNotice”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4offering Investor, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer in such sale of any Offered Remaining Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to on the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Principal Stockholder Co-Sale Right Holder’s “Pro Rata Notice (which shall be the same as those specified in the notices under Sections 2.4 and 2.5) by notifying such Principal Stockholder, within ten days after delivery of the Principal Stockholder Co-Sale Share” Notice, of its acceptance of such offer. The notice of Investor accepting such offer shall mean indicate the number of shares of Common Stock such Investor wishes to sell. To the extent Investor exercises such right of participation in accordance with the terms and conditions set forth below, the number of Remaining Shares that such Principal Stockholder may sell in the transaction shall be correspondingly reduced. Investor may sell all or any part of that number of Ordinary Remaining Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to the product obtained by multiplying (i) the total aggregate number of Ordinary Remaining Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) a fraction, the numerator of which is the number of Fully-diluted shares of Common Stock held by Investor on the date of the Principal Stockholder Co-Sale Notice and the denominator of which is the total number of Ordinary Shares (calculated Fully-diluted shares of Common Stock held on an as-converted basis) held such date by such Principal Stockholder and Investor. Investor shall effect its participation in the Co-Sale Right Holders that have elected Transfer by promptly delivering to exercise such Principal Stockholder for transfer to the Right of Co-Sale plus prospective purchaser one or more certificates, properly endorsed for transfer, which represent: the total number of Ordinary Shares (calculated on an asshares of Common Stock that such Investor elects to sell; or that number of Series A Preferred Stock that are at such time convertible into the number of shares of Common Stock that such Investor elects to sell; provided, however, that if the prospective third-converted basisparty purchaser objects to the delivery of Series A Preferred Stock in lieu of Common Stock, Investor shall convert such Series A Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.6(c)(i) then held by the Transferorabove. The Co-Sale Right Holder shall deliver, within Company agrees to make any such conversion concurrent with the Option Period, a written notice (the “Co-Sale Notice”) actual transfer of such shares to the Transferor, stating (i) its decision purchaser and contingent on such transfer. The stock certificate or certificates that Investor delivers to exercise such Principal Stockholder pursuant to this Section 2.6 shall be transferred to the Right prospective purchaser for purposes of Co-Sale as consummating the sale of the Common Stock pursuant to the terms and conditions specified in the Principal Stockholder Co-Sale Notice, and (ii) the number of Shares such Principal Stockholder shall concurrently therewith remit to Investor that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent portion of the third party transferee sale proceeds to which Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or the approvalpurchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from Investor, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor such Principal Stockholder shall not effect sell to such prospective purchaser or purchasers any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holdersits Remaining Shares unless and until, unless the Transferor purchases the number of the Shares that simultaneously with such Co-Sale Right Holder elects to transfer at sale, such Principal Stockholder shall purchase such shares or other securities from Investor for the same price consideration and subject to on the same terms and conditions as specified the proposed transfer described in the Transfer Principal Stockholder Co-Sale Notice.

Right of Co-Sale. To the extent the Investors do not exercise their respective Rights If at any time any Restricted Person wishes to sell, assign, transfer or otherwise dispose of First Refusal any or all of his, her or its Offered Shares to any person (the “Co-Sale Right Holders”"Purchaser") in a transaction which is subject to the provisions of Section 3.1 hereof and subject to the exercise of rights under such Section 3.1, each Investor shall have the right to require, as a condition to such sale or disposition, that the Purchaser purchase from said Investor at the same effective price per share of Common Stock and on the same terms and conditions as involved in such sale or disposition by the Restricted Person that number of Shares owned (and deemed to be beneficially owned under Rule 13d-3) by such Investor as is equal to the product of the number of Offered Shares that the Restricted Person wishes to sell, assign, transfer or dispose to the Purchaser of multiplied by a fraction, the numerator of which is the number of issued and outstanding Shares of Common Stock then owned by such Restricted Person or such participating Investor (including any Shares deemed to be owned under Rule 13d-3) and the denominator of which is the aggregate number of issued and outstanding Shares of Common Stock held by (including any Shares deemed to be held pursuant to Rule 13d-3 by) the Restricted Person and all of the participating Investors (assuming, in each case, full conversion and exchange of all the then outstanding Shares convertible into or exchangeable for Common Stock). Each Investor wishing so to participate in any such sale, assignment, transfer or disposition shall notify the selling Restricted Person of such intention as soon as practicable after receipt of the Offer made pursuant to Section 3.1, and in all events within twenty (20) calendar days after receipt thereof. In the event that an Investor shall elect to participate in such sale, assignment, transfer or disposition, said Investor shall individually communicate such election to the selling Restricted Person in accordance with Section 4.5. The Restricted Person and/or each participating Investor shall sell to the Purchaser all, or at the option of the Purchaser, any part of the Offered Shares proposed to be sold by them at not less than the Transferor price and upon other terms and conditions, if any, not more favorable to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and Purchaser than those originally offered; provided, however, that any purchase of less than all of such Shares by the Co-Sale Right Holder fails to effect Purchaser shall be made from the Restricted Person and/or each participating Investor on a pro rata basis based upon the foregoing calculation. The selling Restricted Person or Investor shall use his, her or its Right of Co-Sale due to failure reasonable efforts to obtain the consent agreement of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything Purchaser to the contrary participation of the participating Investors in the contemplated sale, and shall not sell any Shares to such Purchaser if such Purchaser declines to permit the participating Investors to participate pursuant to the terms of this AgreementSection 3. The provisions of this Section 3.2 shall not apply to the sale of any Shares by a Restricted Person to the Company or an Investor pursuant to Section 3.1. If any Investor does not deliver to the Restricted Person within the foregoing 20-calendar day period written notice that it has elected to exercise its rights under this Section 3.2, the Transferor Investor shall be deemed to have elected not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that exercise such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Noticerights.

Right of Co-Sale. To Except for an Underwritten Offering or Authorized Transfers of any securities of the extent Company ("Securities"), for so long as an Investor is a Substantial Holder, if any holder of Common Stock other than an Investor and other than Bakersville Holdings Ltd. intends to sell any Securities in an amount which, together with all other Securities previously sold by such holder exceeds ten percent (10%) of the Investors do not largest number of shares of Common Stock, on a fully- converted basis, inclusive of Securities purchasable by such holder upon the exercise their respective Rights of First Refusal then-exercisable options, held by such holder and its Authorized Transferees and Affiliates in the aggregate at any time (adjusted for stock splits, reverse stock splits, recapitalizations and the like) ("Excess Securities"), such holder of Common Stock shall deliver a written notice (the “"Co-Sale Right Holders”sale Notice") as to such Investor, at least thirty (30) days prior to the Offered Shares proposed sale, which notice shall specify the terms and conditions upon which the proposed sale of Excess Securities is intended to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder consummated. Such Investor shall have the right (but no obligation) to participate inin such sale of Excess Securities in the manner hereinafter set forth. To exercise such right, and an Investor shall give written notice (the Transferor "Participation Notice") of such election to such holder of Common Stock within twenty (20) days after receipt of the Co-sale Notice. Thereupon, such Investor shall have the obligation right to procure the third party transferee to accept, the transfer of any Offered Shares sell Securities to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to proposed purchaser upon the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Noticesale Notice (which terms and conditions shall include the types and class of Securities then held by such holder of Common Stock and proposed to be sold), and (ii) pro rata with its --- ---- then current holding of Common Stock, on a fully-converted basis, vis-a-vis the holding of Common Stock, on a fully-converted basis, inclusive of Securities purchasable upon the exercise of then-exercisable options, of the selling holder immediately prior to such sale. The amount of Excess Securities to be sold by such holder of Common Stock shall be reduced by the number of Shares Securities such Investor elects to sell. If such Investor exercises such right, it shall bear its pro rata portion of expenses incident to such sale. Failure by such --- ---- Investor to exercise such right within such twenty (20) day period shall be deemed a declination of any right to participate in such sale, provided that such Co-Sale Right Holder elects sale is completed within ninety (90) days after expiration of such twenty (20) day period at a price and on terms and conditions substantially similar to transfer, those set forth in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out sale Notice. Failure to meet the conditions in the proviso in the immediately preceding sentence shall require a new Co-Sale sale Notice within and a new opportunity to exercise the Option Period, and provided, however, that the Corights of co-Sale Right Holder fails sale with respect to effect its Right such sale. The co-sale rights granted under this Section 9 shall expire upon --------- consummation of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Noticea Qualified Public Offering.

Right of Co-Sale. To In the event of a proposed Transfer of Stock to a Person who is not a Permitted Transferee, to the extent the Investors do not exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”) as to the Offered Shares Stock proposed to be sold transferred is not purchased by the Transferor Company pursuant to its right of first refusal described in Section 4.3, each other Stockholder shall have the right to participate in the Transfer in the manner set forth in this Section 4.4. Each such nontransferring Stockholder may Transfer to the third party proposed transferee identified in the Transfer Notice a pro rata share (defined below) of such non-transferring Stockholders Stock, by giving written notice to the Company and to the transferring Stockholder within the thirty (30) day period specified in accordance with Section 4.3(f), which notice shall state that the 133 Stockholder elects to exercise its rights of co-sale under this Section 4.4, such Co. A notice of exercise of a Stockholder's right of first refusal under Section 4.3(f) and a notice of exercise of a Stockholder's rights of co-Sale Right Holder sale hereunder shall have the right (but no obligation) to participate in, be mutually exclusive and the Transferor first such notice given shall be binding and irrevocable. Each nontransferring Stockholder shall be deemed to have waived its right of co-sale hereunder either if it fails to give notice within the obligation prescribed time period or if such Stockholder gives notice exercising its right of first refusal pursuant to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”Section 4.3(f). For the A nontransferring Stockholder's pro rata share for this purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean equal that number of Ordinary Shares (calculated on an as-converted basis) which equals shares of the nontransferring Stockholder's Stock represented by the number obtained by multiplying the number of shares of Stock that are the Offered Shares specified in subject of the proposed Transfer Notice multiplied by a fraction equal to (i) fraction, the total numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) shares of Stock then held by such Co-Sale Right Holder at nontransferring Stockholder, and the time denominator of which is the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right shares of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) Stock then held by the Transferor. The Coall persons entitled to this right of co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) sale plus the number of Shares that such Coshares of Stock proposed to be Transferred by the transferring Stockholder. Insofar as possible this right of co-Sale Right Holder elects sale shall apply to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent Stock of the third party transferee same class or classes as the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and Stock subject to the Transfer Notice. If any Stockholder desiring to exercise its rights of co-sale hereunder does not have a sufficient number of Stock of the same terms and conditions class as specified the Stock subject to the Transfer Notice, such Stockholder may substitute Stock of another class so long as such class ranks senior in liquidation to the class of Stock subject to the Transfer Notice.

Right of Co-Sale. To the extent the Investors do Each Founding Shareholder severally agrees not exercise their respective Rights to sell, transfer or otherwise dispose of First Refusal (the “Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) any Capital Stock without permitting XOX to participate inas a seller in such transaction, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in sentence appearing below, pro rata (according to the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at XOX) with the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and Founding Shareholder(s); provided, however, that the Co-Sale Right Holder fails transfers of Capital Stock to effect its Right of Co-Sale due to failure to obtain the consent a spouse, children or other members of the third party Founding Shareholder's immediate family (or trusts for their benefit) so long as the transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything agrees to the contrary restrictions and co-sale rights contained in this Agreement, the Transferor Agreement shall not effect any transfer be covered by this right of co-sale. In connection with the sale of more than fifty percent (50%) in the aggregate of the Offered Share voting power of the Company issued and outstanding shares of the Company's Capital Stock, XOX's right to participate shall not entitle XOX to receive any premium over the fair market value of the Capital Stock received by any one or more of the Founding Shareholders, where the premium is reasonably related to the third party transferee without sale of a controlling interest in the prior written consent Company. Each Founding Shareholder shall give prompt notice to XOX in the event that he has a present intention to sell, transfer or otherwise dispose of Capital Stock in a transaction subject to these rights of co-sale, and XOX hereby agrees to notify the applicable Founding Shareholder(s) within ten (10) days of receipt of such notice as to whether he wishes to participate in such transaction and bear a pro rata portion of the Co-Sale Right Holdersexpenses incident thereto, unless with all negotiations leading to the Transferor purchases consummation of such transaction to be conducted thereafter under the number joint control of all sellers. Failure to response within such ten (10) day period shall be deemed a declination of any right to participate in such transaction provided that: (i) such transaction is fully closed and consummated within ninety (90) days of the Shares that expiration of such Co-Sale Right Holder elects to transfer at ten (10) day period; (ii) the same price and subject to terms of the same terms and conditions as specified actual transaction include no fewer or greater shares than those set forth in the Transfer Noticenotice hereunder; and (iii) no purchasers or ultimate legal or beneficial holders of such Capital Stock are involved in the transaction in addition to those disclosed in any such notice. Failure to meet any of the foregoing conditions shall require a new notification and right of co-sale with regard to such transaction under this Section 2.

Right of Co-Sale. (a) Any Non-Selling Holder who timely delivers a Purchaser Election Notice pursuant to Section 4.1(c) above indicating an election to exercise such Non-Selling Holder’s right of co-sale with respect to the Transfer referred to by the Notice and the number of shares such Non-Selling Holder elects to sell (up to such Non-Selling Holder’s Co-Sale Pro Rata Share), shall have the right to sell to the Transferee all or any part of that number of Preferred Shares of Common Shares held by it equal to its Co-Sale Pro Rata Share of the Co-Sale Shares subject to the Notice and on the terms and conditions set forth in the Notice. Notwithstanding the foregoing, to the extent the Transferee requires that the Co-Sale Shares to be purchased be Common Shares, Series A-2 Preferred Shares, Series B-2 Preferred Shares, Series C-2 Preferred Shares, Series D-2 Preferred Shares, Series E-2 Preferred Shares, Series F-2 Preferred Shares or Series G Preferred Shares, each Non-Selling Holder’s right of co-sale shall be contingent upon the ability of such Non-Selling Holder to sell Common Shares, Series A-2 Preferred Shares, Series B-2 Preferred Shares, Series C-2 Preferred Shares, Series D-2 Preferred Shares Series E-2 Preferred Shares, Series F-2 Preferred Shares or Series G Preferred Shares, as the case may be. To the extent one or more of the Investors do not exercise their respective Rights Non-Selling Holders exercises such right of First Refusal (co-sale in accordance with the “terms and conditions set forth herein, the number of shares of Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, that such Co-Sale Right Stockholder may sell in the Transfer shall be correspondingly reduced. If the consideration to be paid by the Transferee is of a nature that cannot be given to such Non-Selling Holder, then such Non-Selling Holder shall have the right (but no obligation) to participate in, and sell its Co-Sale Pro Rata Share of the Transferor shall have Co-Sale Shares subject to the obligation Notice to procure the third party transferee Co-Sale Stockholder at the fair market value per share of such consideration as reasonably determined by the Board of Directors of the Company acting in good faith. To the extent that any prospective Transferee refuses to accept, the transfer purchase shares or other securities from any Non-Selling Holder exercising its right of any Offered Shares co-sale hereunder or to the extent that such the Co-Sale Right Stockholder wishes to delay the purchase of shares or other securities from the Non-Selling Holder’s Pro Rata , the Co-Sale Share (defined as below) will be transferred at Stockholder shall not sell to such prospective Transferee any securities unless and until, simultaneously with such sale, the Co-Sale Stockholder shall purchase such shares or other securities from such Non-Selling Holder for the same price consideration and subject to on the same terms and conditions as specified the proposed Transfer described in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.

Right of Co-Sale. To the extent the Investors do (a) Sales By Stockholders Other Than Series A/B Stockholders. Except as set forth in Sections 2(h) and 4 hereof, if at any time a Selling Stockholder who is not exercise their respective Rights of First Refusal a Series A/B Stockholder, wishes to Transfer any Securities owned by such Stockholder to other than a Permitted Transferee (the “Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4"PURCHASER"), such Co-Sale Right Holder then each Series C/D Stockholder shall have the right, exercisable upon written notice to the Selling Stockholder prior to expiration of the right (but no obligation) of first refusal described in Section 2, to participate in, and in the Transferor shall have the obligation to procure the third party transferee to accept, the transfer Selling Stockholder's sale of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to Securities on the same terms and conditions as specified those contained in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Offer Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and ; provided, however, that the Co-Sale Right Holder fails such Series C/D Stockholder shall not be required to effect its Right of Co-Sale make any representations or warranties (other an as to valid title and due authorization to failure sell such Securities) or covenants or give any indemnities (other than severally and not jointly, with respect to obtain the consent of the third party transferee or the approvalrepresentations and warranties relating to valid title and due authorization to sell such Securities, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything such indemnities to be limited to the contrary in this Agreementproceeds received by such Series C/D Stockholder for such sale of its Securities). To the extent a Series C/D Stockholder exercises such co-sale right, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of Securities which the Shares that such Co-Sale Right Holder elects to transfer at the same price and Selling Stockholder may Transfer shall be correspondingly reduced. The right of participation of each Series C/D Stockholder shall be subject to the same following terms and conditions as specified conditions: each Series C/D Stockholder may sell all or any part of that number of Securities equal to the product obtained by multiplying (i) the aggregate number of Securities described in the Transfer Offer Notice, by (ii) a fraction the numerator of which is the number of shares at the time owned by such Series C/D Stockholder, determined on an as-if-converted basis, and the denominator of which is the combined number of shares at the time owned by all Stockholders who are not Series A/B Stockholders, determined on an as-if-converted basis.

Right of Co-Sale. To Subject to Section 3.2 hereof, if any Offeree or Quadrangle Investor is transferring Shares (with respect to any Quadrangle Investor, only in respect of transfer of greater than 10% of the extent Shares held by such Quadrangle Investor on the date hereof, as adjusted for stock splits, dividends, mergers and recapitalizations, or after the transfer of 30% of the Shares held by the Quadrangle Investors do not exercise their respective Rights held on the date hereof, as adjusted for stock splits, dividends, mergers and recapitalizations) to any person other than a Permitted Transferee ("Offeror"), the Offeree shall first comply with Section 2, if applicable, then each of First Refusal the Stockholders other than the Offeree or the Quadrangle Investors, as the case may be (the “Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4"Remaining Stockholders"), such Co-Sale Right Holder shall have the right option to include in the sale in place of Offered Shares that would otherwise be sold to the Offeror by the Offeree, such number (but no obligationnot less than such number) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares shares of Common Stock as is equal to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that total number of Ordinary Shares shares of Common Stock (calculated on an as-converted basis) to be purchased by the Offeror multiplied by a fraction, the numerator of which equals is the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number shares of Ordinary Shares (calculated on an as-converted basis) then Common Stock held by such Co-Sale Right Holder at Remaining Stockholder and the time denominator of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) which is the number of shares of Common Stock held by all Remaining Stockholders and the Offeree or Quadrangle Investor, as the case may be, who desires to sell Shares that such Co-Sale Right Holder elects pursuant to transferthis Section 3.3. The right of participation granted to the Remaining Stockholders pursuant to this Section 3.3 shall be exercisable by notice given to the Offeree or Quadrangle Investor, as the case may be, within twenty (20) days of receipt of the notice of proposed sale under this Section 3.3. An Offeree or Quadrangle Investor, as the case may be, may not agree to sell any shares of Common Stock to an Offeror unless the Offeror is willing to purchase Shares in order to effect its Right of Co-Salethe manner provided in this Section 3.3. If an Offeree or Quadrangle Investor, as the Co-Sale Right Holder sends out case may be, breaches its obligations under this Section 3.3 by failing to include the Co-Sale Notice within shares of Common Stock of any Remaining Stockholder in a sale pursuant to this Section 3.3, then each Remaining Stockholder who could not sell shares of Common Stock in accordance with this Section 3.3 shall have the Option Periodright to require the breaching Offeree or Quadrangle Investor, and providedas the case may be, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the repurchase such number of the Shares Remaining Stockholder's shares of Common Stock that such Co-Sale Right Holder elects Remaining Stockholder would have been entitled to transfer sell (at the same price and subject per share such Remaining Stockholder would have been entitled to so receive) if the same Offeree or Quadrangle Investor, as the case may be, had complied with the terms and conditions as specified in the Transfer Noticeof this Section 3.3.

Right of Co-Sale. To (a) The Right. If at any time one or more of the extent Common Holders propose to sell or otherwise transfer any Common Shares (as defined in Section 3.1(d) below) to parties other than the Investors do not exercise their respective Rights of First Refusal Holders (on a pro rata basis) in a transaction (the “Co-Sale Right Holders”"Transaction") not registered under the Securities Act then any Holder (a "Selling Holder" for purposes of this subsection 3.1) which notifies such Common Holder in writing within 30 days after receipt of the notification from such Common Holder referred to in subsection 3.1(b), shall have the opportunity to sell up to a pro rata portion of the Common Shares which the Common Holder proposes to sell to such third party in the Transaction. In such instance, the Common Holder shall assign so much of his interest in the proposed agreement of sale as the Selling Holder shall be entitled to and shall request hereunder, and the Selling Holder shall assume such part of the obligations of the Common Holder under such agreement as shall relate to the Offered sale of the securities by the Selling Holder. For the purposes of this subsection 3.1, the "pro rata portion" which the Selling Holder shall be entitled to sell shall be an amount of Common Shares equal to a fraction of the total amount of Common Shares proposed to be sold by the Transferor to the such third party transferee identified in the Transfer Notice in accordance with Section 4.4, party. The numerator of such Co-Sale Right Holder fraction shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of equity securities of the Offered Shares specified in Company (assuming the Transfer Notice multiplied conversion of all such securities to Common Stock) owned by a fraction equal to (i) Selling Holder and the denominator shall be the total number of Ordinary Shares equity securities (calculated on assuming the conversion of all such securities to Common Stock) owned by all participating Selling Holders and the Common Holder proposing to sell shares in the Transaction. Each Selling Holder shall notify the Common Holder whether it elects to sell an as-converted basis) then held by such Co-Sale Right Holder at the time amount equal to or less than its pro rata share of the transfer, divided by (ii) the total number of Ordinary Common Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferorso offered. The Co-Sale Right Each Selling Holder shall deliverbe entitled to apportion Common Shares to be sold among its partners and affiliates (as defined in subsection 2.6(h) above), within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares provided that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.such