Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. If all of the Transfer Shares proposed to be sold by a Seller are not purchased by the Company or the Investors as provided in Section 1.3, the Seller shall deliver a notice to each non-purchasing Investor informing it of the number of Transfer Shares not elected to be purchased by the purchasing Investors and the number of Transfer Shares still held by the Seller (the “Co-Sale Shares”) and proposed to be Transferred to the Transferee. Each such non-purchasing Investor shall have the right, exercisable upon written notice to the Seller within five (5) days after the receipt of such notice from the Seller, to elect to sell all or any part of the Senior Preferred Stock, Common Stock, other capital stock of the Company or any securities convertible into, exchangeable for or exercisable for capital stock of the Company (collectively, “Stock”) held by such Investor with the Seller to the Transferee. The delivery of the notice of election under this Section shall constitute an irrevocable commitment to sell the indicated Stock unless there is a legal prohibition as to a party’s consummation hereof. The Seller shall use all commercially reasonable efforts to arrange for the sale to the Transferee of all Stock requested by such Investors to be sold in such Transfer; provided that if the Transferee is unwilling to purchase all such Stock, then the number of shares of Stock that may be sold by the Seller and each such Investor in such Transfer shall be reduced to the product obtained by multiplying (a) the aggregate number of shares of Stock that the Transferee is willing to acquire by (b) a fraction the numerator of which is the number of shares of Stock requested to be Transferred by the Seller in the Seller’s Notice or by such Investor in the notice delivered under this Section, as applicable, and the denominator of which is the combined number of shares of Stock of the Company so requested be Transferred by the Seller and all participating Investors. The Stock to be sold shall be transferred by the Seller and the participating Investors to the Transferee in consummation of the sale of the Stock pursuant to the terms and conditions specified in the Seller’s Notice, and after such transfer the Seller shall promptly remit to each participating Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective Transferee prohibits such assignment or otherwise refuses to purchase shares or other securities from any participating Investor, the Seller shall not sell to such prospective Transferee any Stock unless and until, simultaneously with such sale, the Seller shall have complied with Section 2.

Right of Co-Sale. If At any time after the end of the Standstill Period, to the extent the Non-Selling Shareholders do not exercise their right of refusal as to all of the Offered Shares pursuant to Section 2.2 above, the Non-Selling Shareholders shall have the right to participate in the proposed Transfer, to the extent of their respective Right of Co-Sale Pro Rata Portion (as defined below), on the same terms and conditions as specified in the Transfer Notice. With respect to each Non-Selling Shareholder, the Right of Co-Sale Pro Rata Portion shall mean the number of Offered Shares proposed to be sold transferred to a prospective transferee after giving effect to the exercise of rights under Section 2.2(b) above multiplied by a Seller are not purchased by the Company or the Investors as provided in Section 1.3fraction, the Seller shall deliver a notice to each non-purchasing Investor informing it of the number of Transfer Shares not elected to be purchased by the purchasing Investors and the number of Transfer Shares still held by the Seller (the “Co-Sale Shares”) and proposed to be Transferred to the Transferee. Each such non-purchasing Investor shall have the right, exercisable upon written notice to the Seller within five (5) days after the receipt of such notice from the Seller, to elect to sell all or any part of the Senior Preferred Stock, Common Stock, other capital stock of the Company or any securities convertible into, exchangeable for or exercisable for capital stock of the Company (collectively, “Stock”) held by such Investor with the Seller to the Transferee. The delivery of the notice of election under this Section shall constitute an irrevocable commitment to sell the indicated Stock unless there is a legal prohibition as to a party’s consummation hereof. The Seller shall use all commercially reasonable efforts to arrange for the sale to the Transferee of all Stock requested by such Investors to be sold in such Transfer; provided that if the Transferee is unwilling to purchase all such Stock, then the number of shares of Stock that may be sold by the Seller and each such Investor in such Transfer shall be reduced to the product obtained by multiplying (a) the aggregate number of shares of Stock that the Transferee is willing to acquire by (b) a fraction the numerator of which is shall equal the number of shares of Stock requested to be Transferred Equity Securities then held by the Seller in the Seller’s Notice or by such Investor in the notice delivered under this Section, as applicablea Non-Selling Shareholder, and the denominator of which is shall equal the combined number of Equity Securities held by all Shareholders, in each case on a fully diluted basis assuming full conversion, exercise and exchange of all options, warrants and other convertible securities. Each Non-Selling Shareholder shall exercise its right of co-sale by delivering a written notice to the Selling Shareholder and the Company prior to the expiration of thirty (30) days after receipt of the Second Notice, indicating the number of shares of Stock of Equity Securities the Company so requested be Transferred by the Seller and all participating Investors. The Stock Non-Selling Shareholder wishes to be sold shall be transferred by the Seller and the participating Investors sell under its right to the Transferee in consummation of the sale of the Stock pursuant to the terms and conditions specified in the Seller’s Notice, and after such transfer the Seller shall promptly remit to each participating Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such saleparticipate. To the extent that any prospective Transferee prohibits the Non-Selling Shareholders exercise such assignment or otherwise refuses to purchase shares or other securities from any participating Investor, the Seller shall not sell to such prospective Transferee any Stock unless and until, simultaneously with such right of co-sale, the Seller number of shares of Equity Securities that the Selling Shareholder may sell in the Transfer shall have complied with Section 2be correspondingly reduced.

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

Right of Co-Sale. If the Company and Remaining Shareholders have waived or failed to timely exercise their Rights of First Refusal to purchase all of the Transfer Shares proposed Offered Stock, each Remaining Shareholder will have the right to be sold by a Seller are not purchased by participate in the Company or sale of any Remaining Offered Stock in the Investors as provided manner set forth herein (the "RIGHT OF CO-SALE"). Pursuant to this Section 4, each Remaining Shareholder may transfer to the Proposed Transferee(s) identified in Section 1.3, the Seller shall deliver a notice to each non-purchasing Investor informing it Selling Shareholder's Notice such Remaining Shareholder's Pro Rata Share of the number of Transfer Shares not elected to be purchased Remaining Offered Stock by the purchasing Investors and the number of Transfer Shares still held by the Seller (the “Co-Sale Shares”) and proposed to be Transferred to the Transferee. Each such non-purchasing Investor shall have the right, exercisable upon giving written notice to the Seller Selling Shareholder within five ten (510) days after the receipt of such notice from the Seller, to elect to sell all or any part date of the Senior Preferred Stock, Common Stock, other capital stock of the Company or any securities convertible into, exchangeable for or exercisable for capital stock of the Company (collectively, “Stock”) held by such Investor with the Seller to the Transferee. The delivery of the notice of election under this Section shall constitute an irrevocable commitment to sell the indicated Stock unless there is a legal prohibition as to a party’s consummation hereof. The Seller shall use all commercially reasonable efforts to arrange for the sale to the Transferee of all Stock requested by such Investors to be sold in such TransferShareholders' Expiration Notice; provided that if the Transferee is unwilling to purchase all such Stock, then specifying the number of shares and type of Stock that may such Remaining Shareholder desires to transfer to each Proposed Transferee by exercising the Right of Co-Sale. For purposes of this Section 4, a Remaining Shareholder's "Pro Rata Share" will be sold by the Seller and each such Investor in such Transfer shall be reduced to the product obtained by multiplying (a) the aggregate number of shares of Stock that the Transferee is willing to acquire by (b) defined as a fraction fraction, the numerator of which is the number of shares of Stock requested then owned (or deemed to be Transferred by the Seller in the Seller’s Notice or held) by such Investor in the notice delivered under this Section, as applicableRemaining Shareholder, and the denominator of which is the combined number of shares of Stock then owned (or deemed to be held) by all Remaining Shareholders having a Right of Co-Sale hereunder plus the Company so requested be Transferred number of shares of Stock held by the Seller and all participating Investors. The Stock to be sold shall be transferred by Selling Shareholder who proposes the Seller and the participating Investors to the Transferee in consummation of the sale of the Stock pursuant to the terms and conditions specified in the Seller’s Notice, and after such transfer the Seller shall promptly remit to each participating Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective Transferee prohibits such assignment or otherwise refuses to purchase shares or other securities from any participating Investor, the Seller shall not sell to such prospective Transferee any Stock unless and until, simultaneously with such sale, the Seller shall have complied with Section 2Transfer.

Right of Co-Sale. If all On a proposed sale by an Original Shareholder (being a “Vendor” pursuant to Clause 3), an Investor who does not exercise its rights of first refusal pursuant to Clause 3, may, in lieu of the Transfer Shares proposed same (but without prejudice to be sold by a Seller are not purchased by the Company or the Investors as provided rights of first refusal of other Shareholders in Section 1.3, the Seller shall deliver a notice to each non-purchasing Investor informing it respect of the number of Transfer Vendor’s Sale Shares not elected to be purchased by under Clause 3), notify the purchasing Investors Vendor and the number Board of Transfer Shares still held by the Seller (the “Co-Sale Shares”) and proposed to be Transferred to the Transferee. Each such non-purchasing Investor shall have the right, exercisable upon written notice to the Seller within five (5) days after the receipt of such notice from the Seller, to elect its wish to sell all or any part of its Shares on the Senior Preferred Stock, Common Stock, other capital stock same terms as those on which the Vendor proposes to sell its Shares to the Purchaser. The Investor’s right of co-sale shall be determined as of the Company or any securities convertible into, exchangeable for or exercisable for capital stock of date that the Sale Notification is delivered to the Company (collectively, “Stock”) held by such Investor with the Seller and shall be equal to the Transferee. The delivery of the notice of election under this Section shall constitute an irrevocable commitment to sell the indicated Stock unless there is a legal prohibition as to a party’s consummation hereof. The Seller shall use all commercially reasonable efforts to arrange for the sale to the Transferee of all Stock requested by such Investors to be sold in such Transfer; provided that if the Transferee is unwilling to purchase all such Stock, then the number of shares of Stock that may be sold by the Seller and each Sale Shares (or such Investor in such Transfer shall be reduced to the product obtained by multiplying (a) the aggregate larger number of shares of Stock that Shares which the Transferee Purchaser is willing to acquire purchase) (on an as converted basis) multiplied by (b) a fraction fraction, the numerator of which is the number of shares of Stock requested to be Transferred Shares held by the Seller in the Seller’s Notice or by such Investor in the notice delivered under this Section, Investor(on an as applicable, converted basis) and the denominator of which is the combined sum of (x) the total number of shares Shares (on an as converted basis) held by all the Investors plus (y) the total number of Stock of the Company so requested be Transferred Shares (on an as converted basis) held by the Seller and all participating InvestorsVendor (the “Right of Co-Sale Pro Rata Share”). The Stock Investor exercising its co-sale right shall have the right to be sold shall be transferred by the Seller sell (and the participating Investors Vendor shall procure the sale) to the Transferee in consummation Purchaser of such Investor’s Right of Co-Sale Pro Rata Share simultaneously with the closing of such sale of to the Stock pursuant Purchaser, subject to the terms and conditions specified set forth in the Seller’s Notice, and after such transfer the Seller shall promptly remit to each participating Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective Transferee prohibits such assignment or otherwise refuses to purchase shares or other securities from any participating Investor, the Seller shall not sell to such prospective Transferee any Stock unless and until, simultaneously with such sale, the Seller shall have complied with Section 2Sale Notification.

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

Right of Co-Sale. If all of Each Participating Co-Sale Stockholder will have the right to participate in the Transfer Shares proposed of any Equity, other than Equity sold pursuant to be sold by a Seller are not purchased by Section 3.1(a) or 3.1(b), in the Company or manner set forth herein (the Investors as provided in Section 1.3, the Seller “Right of Co-Sale”). Transferring Co-Sale Stockholder shall deliver a give written notice to each non-purchasing Investor informing it of the number of Transfer Shares not elected to be purchased by the purchasing Investors and the number of Transfer Shares still held by the Seller (the “Participating Co-Sale SharesStockholders not less than fifteen (15) days before it proposes to Transfer such Equity to a specified Transferee (“Stockholder’s Sale Notice”). Such Stockholder’s Sale Notice shall contain the terms, in reasonable detail, of the proposed Transfer, including the Offered Price and the identity of any Transferee from whom Transferring Co-Sale Stockholder has received an offer to purchase the Transfer Securities or to whom Transferring Co-Sale Stockholder proposes to sell the Equity. Pursuant to this Section 4, each Participating Co-Sale Stockholder may elect to Transfer to any Transferee(s) and proposed identified in the Stockholder’s Sale Notice up to be Transferred that amount of Equity owned by such Participating Co-Sale Stockholder that is equal to the Transferee. Each such nonParticipating Co-purchasing Investor shall have Sale Stockholder’s Pro Rata Share of the right, exercisable upon Remaining Equity by giving written notice to the Seller Transferring Co-Sale Stockholder within five fifteen (515) days after the receipt date of such notice from the SellerStockholder’s Sale Notice, to elect to sell all or any part of the Senior Preferred Stock, Common Stock, other capital stock of the Company or any securities convertible into, exchangeable for or exercisable for capital stock of the Company (collectively, “Stock”) held by such Investor with the Seller to the Transferee. The delivery of the notice of election under this Section shall constitute an irrevocable commitment to sell the indicated Stock unless there is a legal prohibition as to a party’s consummation hereof. The Seller shall use all commercially reasonable efforts to arrange for the sale to the Transferee of all Stock requested by such Investors to be sold in such Transfer; provided that if the Transferee is unwilling to purchase all such Stock, then specifying the number of shares and type of Stock Equity that may such Participating Co-Sale Stockholder desires to transfer to each Transferee by exercising the Right of Co-Sale. For purposes of this Section 4, a Participating Co-Sale Stockholder’s “Pro Rata Share” will be sold by defined as the Seller and each proportion that the Capital Holdings of such Investor Participating Co-Sale Stockholder bear to the total Capital Holdings of all Stockholders participating in such Transfer shall be reduced to the product obtained by multiplying (a) the aggregate number of shares of Stock that the Transferee is willing to acquire by (b) a fraction the numerator of which is the number of shares of Stock requested to be Transferred by the Seller in the Seller’s Notice or by such Investor in the notice delivered under this Section, as applicable, and the denominator of which is the combined number of shares of Stock of the Company so requested be Transferred by the Seller and all participating Investors. The Stock to be sold shall be transferred by the Seller and the participating Investors to the Transferee in consummation of the sale of the Stock pursuant to the terms and conditions specified in the Seller’s Notice, and after such transfer the Seller shall promptly remit to each participating Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective Transferee prohibits such assignment or otherwise refuses to purchase shares or other securities from any participating Investor, the Seller shall not sell to such prospective Transferee any Stock unless and until, simultaneously with such sale, the Seller shall have complied with Section 2Transfer.

Right of Co-Sale. If all (1) Within fifteen (15) days after expiration of the Transfer Shares proposed to be sold by a Seller are not purchased time for exercise by the Company or Investors of any rights of first refusal hereunder (and any right of reallotment) in respect of the Investors as provided in Section 1.3Offered Shares, the Seller Transferor shall deliver a give written notice to each non-purchasing Investor informing it which has not exercised a right of first refusal in respect of the Offered Shares, which notice shall indicate the number of Transfer the Offered Shares as to which the Investors did not elected to be purchased by the purchasing Investors and the number exercise their rights of Transfer Shares still held by the Seller first refusal (the “Co-Sale Shares”) and proposed advise such Investor of its co-sale rights with respect to be Transferred to the Transfereesuch Co-Sale Shares. Each such nonInvestor (a “Selling Investor”) that notifies the Transferor in writing within fifteen (15) days after receipt of the co-purchasing Investor sale notice shall have a right to participate in any sale by the right, exercisable upon written Transferor of the Co-Sale Shares on the same terms and conditions as specified in the Transfer Notice. Such Selling Investor’s notice to the Seller within five Transferor shall indicate the number of Equity Securities the Selling Investor wishes to sell under its right to participate. (52) days after To the receipt extent one or more of the Selling Investors exercise such notice from right of participation in accordance with the Sellerterms and conditions set forth below, to the number of Equity Securities that the Transferor may sell in the Transfer shall be correspondingly reduced. (3) Each Selling Investor may elect to sell all or any part up to such number of the Senior Preferred Stock, Common Stock, other capital stock of Equity Securities in the Company or any securities convertible into, exchangeable for or exercisable for capital stock of the Company (collectively, “Stock”) held by such Investor with the Seller to the Transferee. The delivery of the notice of election under this Section shall constitute an irrevocable commitment to sell the indicated Stock unless there is a legal prohibition as to a party’s consummation hereof. The Seller shall use all commercially reasonable efforts to arrange for the sale to the Transferee of all Stock requested by such Investors to be sold in such Transfer; provided that if the Transferee is unwilling to purchase all such Stock, then the number of shares of Stock that may be sold by the Seller and each such Investor in such Transfer shall be reduced thereby equal to the product obtained by multiplying of (ai) the aggregate number of shares Ordinary Shares covered by the co-sale notice delivered by the Transferor (assuming the exercise, conversion and exchange of Stock that the Transferee is willing to acquire by any Ordinary Share Equivalents) and (bii) a fraction fraction, the numerator of which is the number of shares Ordinary Shares (assuming the exercise, conversion and exchange of Stock requested to be Transferred any Ordinary Share Equivalents) owned by the Seller in Selling Investor on the Seller’s Notice or by such Investor in date of the notice delivered under this Section, as applicableTransfer Notice, and the denominator of which is the combined total number of shares Ordinary Shares (assuming the exercise, conversion and exchange of Stock any Ordinary Share Equivalents) owned (directly or indirectly through wholly-owned subsidiaries) by the Transferor and all of the Company so requested Selling Investors on the date of the Transfer Notice. For the purpose of this Section 5.3(b)(3), with respect to a Transfer by Listco of any Equity Securities in Techfaith BVI, the aggregate number of Ordinary Shares covered by the Transfer Notice shall be deemed to be the product of (i) the total Ordinary Shares held by Techfaith BVI, and (ii) a ratio by which such number of Equity Securities in Techfaith BVI purported to be Transferred by Listco bear to all Equity Securities in Techfaith BVI held by Listco. (4) Each Selling Investor shall effect its participation in the Seller sale by promptly delivering to the Transferor for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the type and all participating Investorsnumber of Equity Securities which such Selling Investor elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Ordinary Share Equivalents in lieu of Ordinary Shares, such Selling Investor shall convert such Ordinary Share Equivalents into Ordinary Shares and deliver certificates corresponding to such Ordinary Shares. The Stock Company agrees to be sold make any such conversion concurrent with the actual transfer of such Ordinary Shares to the purchaser and contingent on the closing of such transfer. (5) The share certificate or certificates that a Selling Investor delivers to the Transferor pursuant to Section 5.3(b)(4) shall be transferred by the Seller and the participating Investors to the Transferee prospective purchaser in consummation of the sale of the Stock Equity Securities pursuant to the terms and conditions specified in the Seller’s Transfer Notice, and after such transfer the Seller Transferor shall promptly concurrently therewith remit to each participating such Selling Investor that portion of the sale proceeds to which such Selling Investor is entitled by reason of its participation in such sale. To the extent that any prospective Transferee prohibits such assignment or otherwise refuses to purchase shares or other securities from any participating Investor, the Seller shall not sell to such prospective Transferee any Stock unless and until, simultaneously with such sale, the Seller shall have complied with Section 2.

Right of Co-Sale. If (1) Prior to a Qualifying Offering and for so long as the Investors and their Affiliates own 50% or more of the Securities purchased pursuant to the Securities Purchase Agreement, in the event that an Existing Investor desires to sell any or all of the Transfer Shares 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, which addresses shall be provided to the Selling Securityholder by the Company. Each notice shall set forth the identity and mailing address of the prospective purchaser ("Prospective Purchaser"), the quantity and description of the Common Stock proposed to be sold by a Seller are not purchased by the Company or the Investors as provided in Section 1.3sold, the Seller shall deliver a notice price per share to each non-purchasing Investor informing it of be received therefor, the number of Transfer Shares not elected to shares which may be purchased sold by the purchasing Investors each Investor as determined in accordance herewith and the address of the Selling Securityholder to which the Investors may send notices to such Selling Securityholder required hereunder. Such notice shall state the maximum number of Transfer Shares still held by the Seller (the “Co-Sale Shares”) and proposed to shares of Common Stock which may be Transferred sold to the TransfereeProspective Purchaser by each Investor as determined in accordance herewith. Each such non-purchasing Investor shall have the right, exercisable upon written notice to the Seller within five (5) thereupon be entitled for a period of 20 days after the receipt date of such notice from the Seller, to elect offer to sell all or any part of the Senior Preferred Stock, Common Stock, other capital stock of the Company or any securities convertible into, exchangeable for or exercisable for capital stock of the Company (collectively, “Stock”) held by such Investor with the Seller to the Transferee. The delivery of Prospective Purchaser, for such price and upon such terms, the notice of election under this Section shall constitute an irrevocable commitment to sell the indicated Stock unless there is a legal prohibition as to a party’s consummation hereof. The Seller shall use all commercially reasonable efforts to arrange for the sale proportion (rounded to the Transferee nearest whole share) of all Stock requested by such Investors to be sold in such Transfer; provided that if the Transferee is unwilling to purchase all such Stock, then the number of shares of Common Stock that 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 sold exercised in whole or in part and shall be exercised by the Seller and each such Investor in such Transfer shall be reduced to tender, conditioned upon receipt of the product obtained by multiplying (a) consideration for the aggregate Common Stock sold hereunder of the maximum number of shares of Common Stock that the Transferee is willing to acquire by (b) a fraction the numerator of which is the or Series B Stock convertible into such number of shares of Stock requested Common Stock) the Holder thereof desires to be Transferred by sell, endorsed and in transferable form, free and clear of liens, claims, security interests and other encumbrances, to the Seller in Company, which shall act as agent for purposes of such sale. On the Seller’s Notice or by such Investor in first business day following the date 20 days following the date of the first notice delivered under this Sectiongiven to the Investors, as applicablethe Company shall notify the Selling Securityholder, the Investors, and the denominator of which is the combined number of shares of Stock Prospective Purchaser of the Company so requested be Transferred by the Seller and all participating Investors. The Stock amount of Securities to be sold shall under this subsection (A), the price to be transferred by the Seller paid for any shares of Common Stock and the participating Investors price therefor. In such notice to the Transferee in consummation Prospective Purchaser, the Company shall direct the Prospective Purchaser to furnish to the Company, as agent, within 10 days of the sale date of such notice, the price of such tendered shares of Common Stock pursuant in the form of an official bank or certified check or checks in specified amounts. Promptly upon receipt of such check or checks, the Company shall (i) transmit each check (duly endorsed, if necessary) to the terms and conditions specified in the Seller’s Notice, and after such respective tendering Holder or Holder of Securities (ii) transfer the Seller shall promptly remit to each participating Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective Transferee prohibits such assignment or otherwise refuses to purchase shares or other securities from any participating Investor, the Seller shall not sell to such prospective Transferee any Stock unless and until, simultaneously with such sale, the Seller shall have complied with Section 2.so

Right of Co-Sale. If all the Company and the Investors have waived or failed to timely exercise their Rights of First Refusal under paragraph 3 with respect to any portion of the Transfer Shares proposed Offered Stock, then, subject to be sold by a Seller are not purchased by the Company or the Investors as provided in Section 1.3Investors’ Right of Co-Sale, the Seller shall deliver a may Transfer to the Transferee such remaining portion of the Offered Stock as was specified in the Seller’s Notice, by giving written notice to each non-purchasing Investor informing it of the number of Transfer Shares not elected to be purchased by the purchasing Investors and the number of Transfer Shares still held by the Seller (the “Co-Sale Shares”) and proposed to be Transferred to the Transferee. Each such non-purchasing Investor shall have the right, exercisable upon written notice to the Seller within five (5) days after the receipt of such notice from the Seller, to elect to sell all or any part date of the Senior Preferred Stock, Common Stock, other capital stock expiration of the Company or any securities convertible intoInvestors’ Refusal Period (the “Right of Co-Sale Notice”), exchangeable for or exercisable for capital stock specifying the date of the Company Transfer of the Offered Stock to such Transferee which shall not occur earlier than fifteen (collectively15) days nor later than thirty (30) days after the date of mailing or other transmission of the Right of Co-Sale Notice (the “Closing”), “Stock”) held by such Investor with and the number of shares and type of Stock that the Seller desires to Transfer to the Transferee. The delivery of If the notice of election under this Section shall constitute an irrevocable commitment Seller desires to sell the indicated Stock unless there is a legal prohibition as to a party’s consummation hereof. The Seller shall use all commercially reasonable efforts to arrange for the sale Transfer to the Transferee of all Stock requested by such Investors Offered Stock, each Investor shall have the right to be sold require, as a condition to such sale or transfer, that the Transferee agree to purchase from such Investor, at the same price per share and on the same terms and conditions as involved in such Transfer; provided that if sale or disposition by the Seller, a number of shares of such Investor’s Stock (regardless of the class and series thereof) equal to a percentage of the Offered Stock equivalent to the Investor’s Share. The amount of Offered Stock the Seller may actually Transfer to the Transferee is unwilling to purchase all such Stock, then (after the application of this Section 4) shall be reduced by the number of shares of Stock that may be sold by the Seller and each such Investor in such Transfer shall be reduced to the product obtained by multiplying (a) the aggregate number of shares of Investors’ Stock that the Transferee is willing purchases pursuant to acquire by (b) a fraction the numerator this Section 4(a). This Right of which is the number of shares of Co-Sale shall not apply with respect to Offered Stock requested to be Transferred by the Seller in the Seller’s Notice sold or by such Investor in the notice delivered under this Section, as applicable, and the denominator of which is the combined number of shares of Stock of the Company so requested be Transferred by the Seller and all participating Investors. The Stock to be sold shall be transferred by to Investors or the Seller and the participating Investors to the Transferee in consummation Company under their Right of the sale of the Stock pursuant to the terms and conditions specified in the Seller’s Notice, and after such transfer the Seller shall promptly remit to each participating Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective Transferee prohibits such assignment or otherwise refuses to purchase shares or other securities from any participating Investor, the Seller shall not sell to such prospective Transferee any Stock unless and until, simultaneously with such sale, the Seller shall have complied with Section 2First Refusal.

Right of Co-Sale. If all (a) No Selling Shareholder shall enter into any transaction that would result in the sale or contract for sale by him of any Capital Stock now or hereafter owned by him (including, without limitation, any sale to another Shareholder or a third party pursuant to the terms of Section 2.2, but not including a sale of shares to the Company pursuant to the first offer rights contained in Section 2.2 or a transfer exempt from Section 2.2 under Section 2.2(g)) unless prior to such sale or contract or option for sale and simultaneously with the giving of notice required by Section 2.2(b) the Selling Shareholder shall give notice to each Eligible Offeree Shareholder of his intention to effect such sale or contract or option for sale in order that the Eligible Offeree Shareholders may exercise their rights under this Section 2.3 as hereinafter described. Such notice shall set forth (i) the number of shares to be sold, contracted to be sold, or optioned by the Selling Shareholder; (ii) the principal terms of the Transfer sale, including the price at which the shares are intended to be sold; (iii) the percentage such number of shares constitutes with respect to the aggregate number of Common Stock Equivalent Shares proposed then held by the Selling Shareholder (the "Sale Portion"); and (iv) an offer by the Selling Shareholder to cause to be included with the shares to be sold by a Seller are not purchased him in the sale, on the same terms and conditions, that number of Common Stock Equivalent Shares then held by each Eligible Offeree Shareholder, which number shall be equal to (x) the Company or the Investors as provided in Section 1.3, the Seller shall deliver a notice to each non-purchasing Investor informing it Sale Portion of the number of Transfer Common Stock Equivalent Shares not elected to be purchased by the purchasing Investors and the number of Transfer Shares still then held by the Seller Eligible Offeree Shareholder, (y) at the “Co-Sale Shares”) and proposed to be Transferred to the Transferee. Each such non-purchasing Investor shall have the right, exercisable upon written notice to the Seller within five (5) days after the receipt of such notice from the Seller, to elect to sell all or any part option of the Senior Preferred StockEligible Offeree Shareholder, Common Stocka lesser number of shares, other capital stock of the Company or any securities convertible into, exchangeable for or exercisable for capital stock of the Company (collectively, “Stock”z) held by such Investor with the Seller to the Transferee. The delivery of the notice of election under this Section shall constitute an irrevocable commitment to sell the indicated Stock unless there is a legal prohibition as to a party’s consummation hereof. The Seller shall use all commercially reasonable efforts to arrange for the sale to the Transferee of all Stock requested by such Investors to be sold in such Transfer; provided that if the Transferee is unwilling to purchase all such Stock, then the number of shares of Stock that may be sold by the Seller and each such Investor as determined in such Transfer shall be reduced to the product obtained by multiplying (a) the aggregate number of shares of Stock that the Transferee is willing to acquire by (b) a fraction the numerator of which is the number of shares of Stock requested to be Transferred by the Seller in the Seller’s Notice or by such Investor in the notice delivered under this Section, as applicable, and the denominator of which is the combined number of shares of Stock of the Company so requested be Transferred by the Seller and all participating Investors. The Stock to be sold shall be transferred by the Seller and the participating Investors to the Transferee in consummation of the sale of the Stock pursuant to the terms and conditions specified in the Seller’s Notice, and after such transfer the Seller shall promptly remit to each participating Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective Transferee prohibits such assignment or otherwise refuses to purchase shares or other securities from any participating Investor, the Seller shall not sell to such prospective Transferee any Stock unless and until, simultaneously with such sale, the Seller shall have complied with Section 22.3(c).

Right of Co-Sale. (a) If all any Investor Holder wishes to Transfer any Shares owned by such Investor Holder to any other Person (the "Purchaser") in one or more transactions (other than a Permitted Transfer) and immediately after giving effect to such transaction(s) the Investor Stockholders in the aggregate will own less than 51% of the Transfer Company's outstanding shares of Common Stock, pursuant to the terms of a bona fide offer received from a third party, such transferring Investor Holder shall submit to the Other Stockholders the terms of such offer in writing to sell such Shares (the "Co-Sale Shares") on terms and conditions, including price, on which such Seller proposes to sell such Shares to such third party (the "Co-Sale Offer"). The Co-Sale Offer shall disclose (i) the identity of the proposed purchaser or transferee, (ii) the Co-Sale Shares proposed to be sold by a Seller are not purchased or transferred, (iii) the total number of Shares owned by the Company Seller, (iv) the agreed terms, including price of the sale or transfer, and any other material facts relating to the Investors sale or transfer. Each Other Stockholder shall have the right to require, as provided a condition to such sale or disposition, that the Purchaser purchase from such Other Stockholder at the same price and on the same terms and conditions as involved in Section 1.3such sale or disposition by such transferring Investor Stockholder, the Seller shall deliver a notice to each non-purchasing Investor informing it of the number of Transfer Shares not elected owned by such Other Stockholder equal to the aggregate number of Shares to be purchased by the purchasing Investors and Purchaser multiplied by its Proportionate Percentage. Within ten (10) days after receipt of the number of Transfer Shares still held by the Seller (the “Co-Sale Shares”) and proposed to be Transferred to the Transferee. Each Offer, any such non-purchasing Investor Other Stockholder shall have the right, exercisable upon written give notice to the Seller within five (5) days after the receipt such Investor Stockholder of such notice from the Seller, to elect its intent to sell all or any part portion of the Senior Preferred Stockits Pro Rata Share, Common Stock, other capital stock of the Company or any securities convertible into, exchangeable for or exercisable for capital stock of the Company (collectively, “Stock”) held by such Investor with the Seller to the Transferee. The delivery of the notice of election under this Section shall constitute an irrevocable commitment to sell the indicated Stock unless there is a legal prohibition as to a party’s consummation hereof. The Seller shall use all commercially reasonable efforts to arrange for the sale to the Transferee of all Stock requested by such Investors to be sold in such Transfer; provided that if the Transferee is unwilling to purchase all such Stock, then the number of shares of Stock that may be sold by the Seller and each such Investor in such Transfer which communication shall be reduced delivered to the product obtained by multiplying (a) the aggregate number of shares of Stock that the Transferee is willing to acquire by (b) a fraction the numerator of which is the number of shares of Stock requested to be Transferred by the Seller in the Seller’s Notice or by such transferring Investor in the notice delivered under this Section, as applicable, and the denominator of which is the combined number of shares of Stock of the Company so requested be Transferred by the Seller and all participating Investors. The Stock to be sold shall be transferred by the Seller and the participating Investors to the Transferee in consummation of the sale of the Stock Holder pursuant to the terms and conditions specified in the Seller’s Notice, and after such transfer the Seller shall promptly remit to each participating Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective Transferee prohibits such assignment or otherwise refuses to purchase shares or other securities from any participating Investor, the Seller shall not sell to such prospective Transferee any Stock unless and until, simultaneously with such sale, the Seller shall have complied with Section 210.2 below.