Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. (a) In the event the Company and the Investors fail to exercise their respective rights to purchase all of the Selling Stockholder Shares subject to Sections 5.2 and 5.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 5.2 and 5.3, then the Selling Stockholder shall deliver to the Company and each Investor written notice (the “Co-Sale Notice”) that each Investor shall have the right, exercisable upon written notice to such Selling Stockholder with a copy to the Company within 15 days after receipt of the Co-Sale Notice, to participate in such transfer of Selling Stockholder Shares on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 5.4(b) such Investor wishes to sell under his, her or its right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Selling Stockholder Shares that such Selling Stockholder may sell in the transaction shall be correspondingly reduced.

Right of Co-Sale. (a) In the event the Company and and/or the Major Investors fail to exercise their respective rights to purchase all of the Selling Stockholder Shares Founder Stock subject to Sections 5.2 and 5.3 2.2 and/or 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 5.2 2.2 and 5.32.3, then the Selling Stockholder selling Founder shall deliver to the Company and each Major Investor written notice (the “Co-Sale Notice”) that each Major Investor shall have the right, exercisable upon written notice to such Selling Stockholder Founder with a copy to the Company within 15 10 days after receipt of the Co-Sale Notice, to participate in such transfer Transfer of Selling Stockholder Shares Founder Stock on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 5.4(b2.4(b) such Major Investor wishes to sell under his, his or her or its right to participate. To the extent one or more of the Major Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Selling Stockholder Shares Founder Stock that such Selling Stockholder Founder may sell in the transaction shall be correspondingly reduced.

Right of Co-Sale. (a) In the event Foundation, USV, KPCB, the Company or its assignees and the Investors fail to timely exercise their respective rights to purchase all of the Selling Stockholder Shares subject Key Holder Stock pursuant to Sections 5.2 2.2, 2.3 and 5.3 2.4 hereof, following the exercise or expiration of the rights of purchase set forth in Section 5.2 and 5.3, then the Selling Stockholder Key Holder shall deliver to the Company and each Investor not exercising its rights of first refusal pursuant to Sections 2.2 or 2.4 above written notice (the “Co-Sale Notice”) that each such Investor shall have the right, exercisable upon written notice to such Selling Stockholder Key Holder with a copy to the Company within 15 fifteen (15) days after receipt of the Co-Sale Notice, to participate in such transfer of Selling Stockholder Shares Transfer on the same terms and conditions. Such notice shall indicate the maximum number of shares of Investor Stock up to that number of shares determined under Section 5.4(b2.5(b) that such Investor wishes may elect to sell under his, his or her or its right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Selling Stockholder Shares Key Holder Stock that such Selling Stockholder Key Holder may sell in the transaction shall be correspondingly reduced.

Right of Co-Sale. (a) In the event the Company and and/or the Investors fail to do not exercise their respective rights to purchase all all, but not less than all, of the Selling Stockholder Shares Founder Stock or Principal Shareholder Stock subject to Sections 5.2 and 5.3 2.2 or 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 5.2 Sections 2.2 and 5.32.3, then the Selling Stockholder Founder or Principal Shareholder shall deliver to the Company and each Investor written notice (the “Co-Sale Notice”) that each Investor shall have the right, exercisable upon written notice to such Selling Stockholder with a copy to the Company Founder or Principal Shareholder within 15 fifteen (15) days after receipt of the Co-Sale Notice, to participate in such transfer Transfer of Selling Stockholder Shares Common Stock on the same terms and conditionsconditions as such Founder or Principal Shareholder. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 5.4(b) such Investor wishes to sell under his, his or her or its right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Selling Stockholder Shares Founder Stock or Principal Shareholder Stock that such Selling Stockholder Founder or Principal Shareholder may sell in the transaction shall be correspondingly reduced.

Right of Co-Sale. (a) In the event the Company and the Qualified Investors fail to exercise their respective rights to purchase all of the Selling Stockholder Shares Investor Stock subject to Sections 5.2 2.2 and 5.3 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 5.2 2.2 and 5.32.3, then the Selling Stockholder Investor shall deliver to the Company and each Qualified Investor written notice (the “Co-Sale Notice”) that each Qualified Investor shall have the right, exercisable upon written notice to such Selling Stockholder Investor with a copy to the Company within 15 days after receipt of the Co-Sale NoticeNotice (the “Co-Sale Period”), to participate in such transfer Transfer of Selling Stockholder Shares Investor Stock on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 5.4(b2.4(b) such Qualified Investor wishes to sell under his, his or her or its right to participate. To the extent one or more of the Qualified Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Selling Stockholder Shares Investor Stock that such Selling Stockholder Qualified Investor may sell in the transaction shall be correspondingly reduced.

Right of Co-Sale. (a) In To the event the Company and extent the Investors fail to do not exercise their respective rights of refusal as to purchase all of the Selling Stockholder Offered Common Shares subject pursuant to Sections 5.2 and 5.3 Section 3 hereof, following the then each Investor holding Series A Preferred Stock that did not exercise or expiration its right of the rights of purchase set forth in Section 5.2 and 5.3, then refusal which notifies the Selling Stockholder shall deliver to the Company and each Investor written notice Founder in writing within thirty (the “Co-Sale Notice”30) that each Investor shall have the right, exercisable upon written notice to such Selling Stockholder with a copy to the Company within 15 days after receipt of the Co-Sale NoticeFounder Transfer Notice referred to in Section 3(a) hereof (a "Selling Investor" for purposes of this Section 4), shall have the right to participate in such transfer sale of Selling Stockholder Shares Stock on the same terms and conditionsconditions as specified in the Founder Transfer Notice. Such Selling Investor's notice to the Selling Founder shall indicate the number of shares of Investor Preferred Stock up to that number of shares determined under Section 5.4(b(or Common Stock issued or issuable upon conversion thereof) such the Selling Investor wishes to sell under his, her or its right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Selling Stockholder Shares Stock that such Selling Stockholder the Founder may sell in the transaction Founder Transfer shall be correspondingly reduced.

Right of Co-Sale. (aA) In the event that the Company and and/or the Investors fail to exercise their respective rights to purchase all of the Selling Stockholder Shares shares of Founder Stock subject to Sections 5.2 and 5.3 2.2 or 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 5.2 2.2 and 5.32.3, then the Selling Stockholder Founder shall deliver to the Company and each Investor written notice (the “Co"CO-Sale Notice”SALE NOTICE") that each Investor shall have the right, exercisable upon written notice to such Selling Stockholder with a copy to the Company Founder within 15 fifteen (15) days after receipt of the Co-Sale Notice, to participate in such transfer Transfer of Selling Stockholder Shares the shares of Founder Stock on the same terms and conditions. Such notice from the Investor shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 5.4(b) such Investor wishes to sell under his, his or her or its right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Selling Stockholder Shares Founder Stock that such Selling Stockholder Founder may sell in the transaction shall be correspondingly reduced.

Right of Co-Sale. (a) In the event the Company and and/or the Investors fail to exercise their respective rights to purchase all of the Selling Stockholder Shares Founder Stock subject to Sections 5.2 and 5.3 2.2 and/or 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 5.2 2.2 and 5.32.3, then the Selling Stockholder Founder shall deliver to the Company and each Investor written notice (the “"Co-Sale Notice”") that each Investor shall have the right, exercisable upon written notice to such Selling Stockholder Founder with a copy to the Company within 15 fifteen (15) days after receipt of the Co-Sale Notice, to participate in such transfer Transfer of Selling Stockholder Shares Founder Stock on the same terms and conditions. Such notice shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 5.4(b2.4(b) such Investor wishes to sell under his, his or her or its right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Selling Stockholder Shares Founder Stock that such Selling Stockholder Founder may sell in the transaction shall be correspondingly reduced.

Right of Co-Sale. (a) In the event the Company and the Investors fail to exercise their respective rights to purchase all of the Selling Stockholder Shares Founder Stock subject to Sections 5.2 and 5.3 Section 2.2 hereof, following the exercise or expiration of the rights of purchase set forth in Section 5.2 and 5.32.2, then the Selling Stockholder Founder shall deliver within five (5) days of the expiration of the Right of First Refusal Period to the Company and each Investor written notice (the “"Co-Sale Notice”") that each Investor shall have the right, exercisable upon written notice to such Selling Stockholder with a copy to the Company Founder within 15 fifteen (15) days after receipt of the Co-Sale Notice, to participate in such transfer Transfer of Selling Stockholder Shares Founder Stock on the same terms and conditions. Such The Investors' written notice of election to participate shall indicate the number of shares of Investor Stock up to that number of shares determined under Section 5.4(b) such Investor wishes to sell under his, his or her or its right to participate. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Selling Stockholder Shares Founder Stock that such Selling Stockholder Founder may sell in the transaction shall be correspondingly reduced.