Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. Each of XxXxxx and Tech Ventures agrees that ---------------- he or it (and their respective donees, transferees or assignees referred to in the last sentence of this Section 11.3) will not, prior to the date specified in Section 11.4 for the expiration of these covenants, sell, or agree to sell, for value any shares of the Company's capital stock owned by him or it either jointly or individually to any third party (except for such sales or agreements during the twelve-month period immediately following the date of this Agreement, and each twelve-month period thereafter, of not more than 5% of the number of shares of capital stock owned by XxXxxx or Tech Ventures, as the case may be, on the date of this Agreement, the unused portion of which shall be usable in later periods, and except that XxXxxx may, in addition to the number of shares so determined on the basis of 5% per annum, sell or agree to sell up to an aggregate of 16.25% of the number of such shares owned by XxXxxx on the date of this Agreement, all such computations to be on an as-converted to Common Stock basis in the case of capital stock which is not Common Stock) without first giving written notice in reasonable detail to each Purchaser at least 20 days prior to such sale or agreement to sell and affording each Purchaser the opportunity to elect, within 20 days of such notice, to participate in such sale, or agreement to sell, on a pro rata basis and on the same terms and conditions as those applicable to XxXxxx and Tech Ventures. For purposes of this Section 11.3, the term "pro rata basis" shall mean that each Purchaser shall in the aggregate, be entitled to participate in such sale or agreement to sell in the proportion that the number of the shares of Common Stock issued or issuable upon conversion of the shares of Series A, Series B, Series C, Series D or Series E Preferred Stock or Warrant Shares and any securities issued as a dividend or other distribution with respect to, or in exchange or in replacement thereof (the "Purchaser Shares") then held by such Purchaser bears to the sum of such number of the Purchaser Shares, all other Purchaser Shares held by other Purchasers and the number of shares of Common Stock then owned (either jointly or individually) by XxXxxx or Tech Ventures, or both of them (in the case of a sale participated in by each of XxXxxx and Tech Ventures), or issuable upon conversion of other shares of the Company's capital stock so owned by XxXxxx or Tech Ventures. Each of XxXxxx and Tech Ventures agrees that conspicuous reference to the provisions of this Section 11.3 shall be made on all certificates evidencing shares of Common Stock owned by XxXxxx or Tech Ventures, either jointly or individually, and that he or it will make no transfer, gift or other assignment of such shares unless the transferee, donee or assignee agrees in writing with the Purchasers to be bound by the provisions of this Section 11.3 as if it were XxXxxx or Tech Ventures, as the case may be. Nothing contained in this Section 11.3 shall alter any restrictions on the transfer of shares of Common Stock held by XxXxxx or Tech Ventures created or imposed by any provisions contained in any other agreement. Notwithstanding anything to the contrary set forth in this Section 11.3, the rights of the Purchasers provided for in this Section 11.3 shall not apply to sales or other dispositions by XxXxxx to (i) a member of XxXxxx'x immediate family, including for this purpose his spouse, parents, parents-in-law, issue, nephews, nieces, brothers, brothers-in-law, sisters, sisters-in-law, children- in-law and grandchildren-in-law; (ii) a trust or partnership set up for the benefit of one or more of the persons set forth in (i); or (iii) an heir, legatee or legal representative of XxXxxx; provided, however, that any such person referred to in clause (i), (ii) or (iii) shall agree in writing prior to the transfer that such person is acquiring such shares subject to the provisions of this Section 11.3. Such sales or other dispositions shall not be included for purposes of calculating the percentage exemption during the twelve-month periods provided for above in this Section 11.3.

Right of Co-Sale. Each If Galesi proposes to sell any Shares ("Co-Sale Shares") to a party or affiliated group (the "Transferee") in a transaction or series of XxXxxx and Tech Ventures agrees that ---------------- he transactions during the twelve month period following the Closing Date involving the sale of more than 500,000 shares or it (and their respective donees, transferees or assignees referred to resulting in the last sentence of this Section 11.3) will not, prior to the date specified in Section 11.4 Transferee for the expiration first time controlling the power to vote more than 35% of these covenants, sell, or agree the total votes for nominees to sell, for value any shares of the Company's capital stock owned by him or it either jointly or individually to any third party (except for such sales or agreements during the twelve-month period immediately following the date board of this Agreementdirectors, and each twelve-month period thereafter, of not more than 5% of the number of shares of capital stock owned by XxXxxx or Tech Ventures, as the case may be, on the date of this Agreement, the unused portion of which Galesi shall be usable in later periods, and except that XxXxxx may, in addition to the number of shares so determined on the basis of 5% per annum, sell or agree to sell up to an aggregate of 16.25% of the number of such shares owned by XxXxxx on the date of this Agreement, all such computations to be on an as-converted to Common Stock basis in the case of capital stock which is not Common Stock) without first giving written give reasonable notice in reasonable detail to each Purchaser at least 20 days prior the Investor in sufficient time to such sale or agreement to sell and affording each Purchaser allow the opportunity to elect, within 20 days of such notice, Investor to participate in such sale, or agreement to sell, on a pro rata basis and the sale on the same terms and conditions as those applicable Galesi. To the extent any prospective purchaser or purchasers refuses to XxXxxx purchase shares or other securities from the Investor exercising its rights of co-sale hereunder, Galesi shall not sell to such prospective purchaser or purchasers any Shares unless and Tech Venturesuntil, simultaneously with such sale, Galesi shall purchase the offered shares or other securities from the Investor. For Notwithstanding the foregoing, the provisions of Article IX shall not apply to (i) any pledge of Co-Sale Shares made pursuant to a bona fide loan transaction that creates a mere security interest; (ii) any transfer to the ancestors, descendants or spouse, employees of entities owned or controlled, or to trusts for the benefit of such persons, of Galesi; or (iii) any bona fide gift; provided that (A) Galesi shall inform the Investor of such pledgee, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Investor with a written agreement to be bound by and comply with all provisions of Article IX. Such transferred Co-Sale Shares will remain "Co-Sale Shares" hereunder, and such pledgee, transferee or donee shall be treated as "Galesi" for purposes of this Section 11.3Agreement. Notwithstanding the foregoing, the term "pro rata basis" provisions of Article IX shall mean not apply to the sale of any Co-Sale Shares (a) on the open market, including block trades, except that each Purchaser Galesi shall be required to provide reasonable advance notice to the Investor of any such sales in excess of the aggregatelimitations imposed by Rule 144(e) promulgated under the 33 Act whether or not such limitations then apply; or (b) to the public pursuant to a registration statement filed with, be entitled to participate in such sale or agreement to sell in and declared effective by, the proportion Commission, provided that the number of Investor shall have the shares of Common Stock issued or issuable upon conversion of right to include its Shares in any such registration statement filed in connection with an underwritten public offering (subject to any limitation placed by the shares of Series A, Series B, Series C, Series D or Series E Preferred Stock or Warrant Shares and any securities issued as a dividend or other distribution with respect to, or in exchange or in replacement thereof (the "Purchaser Shares") then held by such Purchaser bears to the sum of such number of the Purchaser Shares, all other Purchaser Shares held by other Purchasers and managing underwriter on the number of shares of Common Stock then owned (either jointly or individually) by XxXxxx or Tech Ventures, or both of them (in the case of a sale participated in by each of XxXxxx and Tech Ventures), or issuable upon conversion of other shares of the Company's capital stock so owned by XxXxxx or Tech Ventures. Each of XxXxxx and Tech Ventures agrees that conspicuous reference to the provisions of this Section 11.3 shall be made on all certificates evidencing shares of Common Stock owned by XxXxxx or Tech Ventures, either jointly or individually, and that he or it will make no transfer, gift or other assignment of such shares unless the transferee, donee or assignee agrees in writing with the Purchasers to be bound by the provisions of this Section 11.3 as if it were XxXxxx or Tech Ventures, as the case which may be. Nothing contained in this Section 11.3 shall alter any restrictions on the transfer of shares of Common Stock held by XxXxxx or Tech Ventures created or imposed by any provisions contained in any other agreement. Notwithstanding anything to the contrary set forth in this Section 11.3, the rights of the Purchasers provided for in this Section 11.3 shall not apply to sales or other dispositions by XxXxxx to (i) a member of XxXxxx'x immediate family, including for this purpose his spouse, parents, parents-in-law, issue, nephews, nieces, brothers, brothers-in-law, sisters, sisters-in-law, children- in-law and grandchildren-in-law; (ii) a trust or partnership set up for the benefit of one or more of the persons set forth in (i); or (iii) an heir, legatee or legal representative of XxXxxx; provided, however, that any such person referred to in clause (i), (ii) or (iii) shall agree in writing prior to the transfer that such person is acquiring such shares subject to the provisions of this Section 11.3. Such sales or other dispositions shall not be included for purposes of calculating the percentage exemption during the twelve-month periods provided for above in this Section 11.3such registration statement).

Right of Co-Sale. Each Except for an Underwritten Offering or Authorized Transfers of XxXxxx and Tech Ventures agrees that ---------------- he any securities of the Company ("Securities"), if any of Ellmxx, Xxiat or it an individual then holding the office of Chief Executive Officer or Chief Financial Officer of the Company or the equivalent (and their respective doneeseach a "Covered Seller") intends to sell any Securities, transferees or assignees referred such Coveted Seller shall deliver a written notice (the "Co-sale Notice") to in the last sentence of this Section 11.3) will noteach Investor, at least 30 days prior to the date specified in Section 11.4 for proposed sale, which notice shall specify the expiration of these covenants, sell, or agree to sell, for value any shares of terms and conditions upon which the Company's capital stock owned by him or it either jointly or individually to any third party (except for such sales or agreements during the twelve-month period immediately following the date of this Agreement, and each twelve-month period thereafter, of not more than 5% of the number of shares of capital stock owned by XxXxxx or Tech Ventures, as the case may be, on the date of this Agreement, the unused portion of which shall be usable in later periods, and except that XxXxxx may, in addition to the number of shares so determined on the basis of 5% per annum, sell or agree to sell up to an aggregate of 16.25% of the number of such shares owned by XxXxxx on the date of this Agreement, all such computations proposed sale is intended to be on an as-converted to Common Stock basis in consummated. Each Investor shall have the case of capital stock which is not Common Stock) without first giving written notice in reasonable detail to each Purchaser at least 20 days prior to such sale or agreement to sell and affording each Purchaser the opportunity to elect, within 20 days of such notice, right to participate in such salesale of Securities in the manner hereinafter set forth. To exercise such right, or agreement an Investor shall give written notice (the "Participation Notice") of such election to sellsuch Covered Seller within 20 days after receipt of the Co-sale Notice. Thereupon, on a pro rata basis and on such Investor shall have the right to sell Securities to the proposed purchaser upon the same terms and conditions as those applicable specified in the Co-sale Notice (which terms and conditions shall include the types and class of Securities then held by such Covered Seller and proposed to XxXxxx and Tech Ventures. For purposes of this Section 11.3be sold), the term "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 covered seller immediately prior to such sale. The amount of Securities to be sold by such Covered Seller shall mean that each Purchaser be reduced by the number of Securities such Investor elects to sell. If such Investor exercises such right, it shall in the aggregate, bear its pro rata portion of expenses incident to such sale. Failure by such Investor to exercise such right within such 20 day period shall be entitled deemed a declination of any right to participate in such 30 34 sale, provided that such sale is completed within 90 days after expiration of such 20 day period at a price and on terms and conditions substantially similar to those set forth in the Co-sale Notice. Failure to meet the conditions in the proviso in the immediately preceding sentence shall require a new Co-sale Notice and a new opportunity to exercise the rights of co-sale with respect to such sale. The co-sale rights granted under this Section 9 shall expire upon consummation of a Qualified Public Offering. In the event a Covered Seller should sell any Securities in contravention of the co-sale rights of the Investors under this Section 9 (a "Prohibited Transfer"), the Investors, in addition to such other remedies as may be available at law, in equity or agreement hereunder, shall have the put option provided herein, and the Covered Seller shall be bound by the applicable provisions of such option. In the event of a Prohibited Transfer, each Investor shall have the right to sell in to the proportion that Covered Seller the type and number of the shares of Common Stock issued or issuable upon conversion of the shares of Series A, Series B, Series C, Series D or Series E Preferred Stock or Warrant Shares and any securities issued as a dividend or other distribution with respect to, or in exchange or in replacement thereof (the "Purchaser Shares") then held by such Purchaser bears stock equal to the sum of such number of the Purchaser Shares, all other Purchaser Shares held by other Purchasers and the number of shares of Common Stock then owned (either jointly or individually) by XxXxxx or Tech Ventures, or both of them (in the case of a sale participated in by each of XxXxxx and Tech Ventures), or issuable upon conversion of other shares of the Company's capital stock so owned by XxXxxx or Tech Ventures. Each of XxXxxx and Tech Ventures agrees that conspicuous reference Investor would have been entitled to transfer to the provisions purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms of this Section 11.3 9. Such sale shall be made on all certificates evidencing shares of Common Stock owned by XxXxxx or Tech Ventures, either jointly or individually, the following terms and that he or it will make no transfer, gift or other assignment of such shares unless the transferee, donee or assignee agrees in writing with the Purchasers to be bound by the provisions of this Section 11.3 as if it were XxXxxx or Tech Ventures, as the case may be. Nothing contained in this Section 11.3 shall alter any restrictions on the transfer of shares of Common Stock held by XxXxxx or Tech Ventures created or imposed by any provisions contained in any other agreement. Notwithstanding anything to the contrary set forth in this Section 11.3, the rights of the Purchasers provided for in this Section 11.3 shall not apply to sales or other dispositions by XxXxxx to (i) a member of XxXxxx'x immediate family, including for this purpose his spouse, parents, parents-in-law, issue, nephews, nieces, brothers, brothers-in-law, sisters, sisters-in-law, children- in-law and grandchildren-in-law; (ii) a trust or partnership set up for the benefit of one or more of the persons set forth in (i); or (iii) an heir, legatee or legal representative of XxXxxx; provided, however, that any such person referred to in clause (i), (ii) or (iii) shall agree in writing prior to the transfer that such person is acquiring such shares subject to the provisions of this Section 11.3. Such sales or other dispositions shall not be included for purposes of calculating the percentage exemption during the twelve-month periods provided for above in this Section 11.3.conditions:

Right of Co-Sale. Each (a) In addition to the restrictions set forth in Section 9.02, except as provided in Section 9.03(d) below, no Member shall Transfer any Securities now owned or hereafter acquired by such Member (such Member, the “Selling Member”) until such Selling Member notifies each other Member (a “Co-Sale Member”) of XxXxxx the proposed transaction and Tech Ventures agrees that ---------------- he or it (and their respective donees, transferees or assignees referred gives each Co-Sale Member the opportunity to include Units in the last sentence of this Section 11.3) will not, prior sale to the date specified in Section 11.4 for proposed transferee, upon the expiration same terms and conditions offered to the Selling Member by such transferee. The number of these covenants, sell, or agree to sell, for value any shares of Units that the Company's capital stock owned by him or it either jointly or individually to any third party (except for such sales or agreements during the twelve-month period immediately following the date of this Agreement, Selling Member and each twelveCo-month period thereafter, of not more than 5% of Sale Member shall be entitled to have included in such sale will be a number determined by multiplying the number of shares Units initially proposed to be sold by the Selling Member by a fraction, the numerator of capital stock which is the total number of Common Unit Equivalents owned by XxXxxx such Selling Member or Tech VenturesCo-Sale Member, as the case may be, on and the denominator of which is the total number of Common Unit Equivalents then owned by all Members. Each Co-Sale Member shall have a period of fifteen (15) days (the “Co-Sale Offer Period”) from the date of this Agreement, the unused portion of which shall be usable in later periods, and except that XxXxxx may, in addition to the number of shares so determined on the basis of 5% per annum, sell or agree to sell up to an aggregate of 16.25% of the number notice of such shares owned by XxXxxx on opportunity is received to give the date of this Agreement, all such computations to be on an as-converted to Common Stock basis in the case of capital stock which is not Common Stock) without first giving Selling Member written notice in reasonable detail to each Purchaser at least 20 days prior to such sale or agreement to sell and affording each Purchaser the opportunity to elect, within 20 days of such notice, its desire to participate in such sale, or agreement stating in such notice the number of Units such Co-Sale Member wishes to sell; and if no such notice is given within the Co-Sale Offer Period, on a pro rata basis and on such Co-Sale Member shall be deemed to have chosen not to participate. If during the same terms and conditions as those applicable to XxXxxx and Tech Ventures. For purposes of this Section 11.3Co-Sale Offer Period, the term "pro rata basis" shall mean that each Purchaser shall in the aggregate, be entitled any Co-Sale Member chooses not to participate in such sale a sale, in whole or agreement in part, the Selling Member shall promptly notify all other participating Co-Sale Members and such other Co-Sale Members (the “Fully Participating Co-Sale Members”) shall have the right, for a period of five (5) days beginning on the first day after the expiration of the Co-Sale Offer Period, to increase the number of Units they may sell pursuant to this Section 9.03, in an aggregate amount of up to the total number of Units that such partially participating or non-participating Co-Sale Members would have been entitled to sell had they participated in full, less the total number of Units that such partially participating or non-participating Co-Sale Member is selling, pro rata, which, if necessary, shall be apportioned on the basis of the proportion that the number of the shares of Common Stock issued or issuable upon conversion of the shares of Series A, Series B, Series C, Series D or Series E Preferred Stock or Warrant Shares and any securities issued as a dividend or other distribution with respect to, or in exchange or in replacement thereof (the "Purchaser Shares") then Unit Equivalents held by such Purchaser each Fully Participating Co-Sale Member that is increasing the number of Units it proposes to sell bears to the sum of such number of the Purchaser Shares, all other Purchaser Shares Common Unit Equivalents held by other Purchasers and all Fully Participating Co-Sale Member that are increasing the number of shares of Common Stock then owned (either jointly or individually) by XxXxxx or Tech Ventures, or both of them (in the case of a sale participated in by each of XxXxxx and Tech Ventures), or issuable upon conversion of other shares of the Company's capital stock so owned by XxXxxx or Tech Ventures. Each of XxXxxx and Tech Ventures agrees that conspicuous reference Units they propose to the provisions of this Section 11.3 shall be made on all certificates evidencing shares of Common Stock owned by XxXxxx or Tech Ventures, either jointly or individually, and that he or it will make no transfer, gift or other assignment of such shares unless the transferee, donee or assignee agrees in writing with the Purchasers to be bound by the provisions of this Section 11.3 as if it were XxXxxx or Tech Ventures, as the case may be. Nothing contained in this Section 11.3 shall alter any restrictions on the transfer of shares of Common Stock held by XxXxxx or Tech Ventures created or imposed by any provisions contained in any other agreement. Notwithstanding anything to the contrary set forth in this Section 11.3, the rights of the Purchasers provided for in this Section 11.3 shall not apply to sales or other dispositions by XxXxxx to (i) a member of XxXxxx'x immediate family, including for this purpose his spouse, parents, parents-in-law, issue, nephews, nieces, brothers, brothers-in-law, sisters, sisters-in-law, children- in-law and grandchildren-in-law; (ii) a trust or partnership set up for the benefit of one or more of the persons set forth in (i); or (iii) an heir, legatee or legal representative of XxXxxx; provided, however, that any such person referred to in clause (i), (ii) or (iii) shall agree in writing prior to the transfer that such person is acquiring such shares subject to the provisions of this Section 11.3. Such sales or other dispositions shall not be included for purposes of calculating the percentage exemption during the twelve-month periods provided for above in this Section 11.3sell.

Right of Co-Sale. Each (a) In the event a Management Shareholder proposes to sell or otherwise transfer any of XxXxxx and Tech Ventures agrees that ---------------- he or it (and their respective donees, transferees or assignees referred to in the last sentence of this Section 11.3) will not, prior to the date specified in Section 11.4 for the expiration of these covenants, sell, or agree to sell, for value any his shares of the Company's capital stock owned by him Common Shares (or it either jointly equity securities issued in exchange therefor or individually as a dividend thereon), the Management Shareholder will notify each Purchaser, provided such Purchaser is then a current holder of shares of the Preferred or other equity securities issued in exchange for or upon conversion of such Preferred (a "Co-Selling Party"), in writing at least thirty (30) days in advance of such proposed sale (specifying the number of shares or equity securities to any third party (except for such sales or agreements during the twelve-month period immediately following be sold, the date of this Agreementsale, the sales price, the proposed purchaser and other terms of sale) and will permit each Co-Selling Party (at such Co-Selling Party's option) to participate in such sale and to sell the number of shares or equity securities each Co-Selling Party desires to sell together with the number of shares and equity securities of the Company which the Management Shareholder desires to sell, subject to the following limitations. If the total number of shares or equity securities to be sold in such transaction does not allow the Management Shareholder and each Co-Selling Party to sell all the shares and equity securities each such party desires to sell, then each participating Co-Selling Party ("Participating Co-Selling Party") shall be entitled to sell his or its pro rata share of the total number of shares or equity securities to be sold, and each twelvethe Management Shareholder will be entitled to sell only the number of shares or equity securities of such total which are not to be sold by the Participating Co-month period thereafter, Selling Parties. A pro rata share for purposes of not more than 5% this right of Co-Sale is the ratio that the sum of the number of shares of capital stock owned Common Shares then held by XxXxxx or Tech Ventures, as the case may be, on the date of this Agreement, the unused portion of which shall be usable in later periods, each Purchaser and except that XxXxxx may, in addition to the number of shares so determined on the basis of 5% per annum, sell or agree to sell up to an aggregate of 16.25% of the number of such shares owned by XxXxxx on the date of this Agreement, all such computations to be on an as-converted to Common Stock basis in the case of capital stock which is not Common Stock) without first giving written notice in reasonable detail to each Purchaser at least 20 days prior to such sale or agreement to sell and affording each Purchaser the opportunity to elect, within 20 days of such notice, to participate in such sale, or agreement to sell, on a pro rata basis and on the same terms and conditions as those applicable to XxXxxx and Tech Ventures. For purposes of this Section 11.3, the term "pro rata basis" shall mean that each Purchaser shall in the aggregate, be entitled to participate in such sale or agreement to sell in the proportion that the number of the shares of Common Stock issued or Shares issuable upon conversion of the shares of Series A, Series B, Series C, Series D or Series E Preferred Stock or Warrant Shares and any securities issued as a dividend or other distribution with respect to, or in exchange or in replacement thereof (the "Purchaser Shares") then held by such Purchaser bears to the sum of such the total number of the Purchaser Shares, all other Purchaser shares of Common Shares held by other Purchasers then outstanding and the number of shares of Common Stock then owned (either jointly or individually) by XxXxxx or Tech Ventures, or both of them (in the case of a sale participated in by each of XxXxxx and Tech Ventures), or Shares issuable upon conversion of other shares of the Company's capital stock so owned by XxXxxx or Tech Ventures. Each of XxXxxx and Tech Ventures agrees that conspicuous reference to the provisions of this Section 11.3 shall be made on all certificates evidencing shares of Common Stock owned by XxXxxx or Tech Ventures, either jointly or individually, and that he or it will make no transfer, gift or other assignment of such shares unless the transferee, donee or assignee agrees in writing with the Purchasers to be bound by the provisions of this Section 11.3 as if it were XxXxxx or Tech Ventures, as the case may be. Nothing contained in this Section 11.3 shall alter any restrictions on the transfer of shares of Common Stock held by XxXxxx or Tech Ventures created or imposed by any provisions contained in any other agreement. Notwithstanding anything to the contrary set forth in this Section 11.3, the rights of the Purchasers provided for in this Section 11.3 shall not apply to sales or other dispositions by XxXxxx to (i) a member of XxXxxx'x immediate family, including for this purpose his spouse, parents, parents-in-law, issue, nephews, nieces, brothers, brothers-in-law, sisters, sisters-in-law, children- in-law and grandchildren-in-law; (ii) a trust or partnership set up for the benefit of one or more of the persons set forth in (i); or (iii) an heir, legatee or legal representative of XxXxxx; provided, however, that any such person referred to in clause (i), (ii) or (iii) shall agree in writing prior to the transfer that such person is acquiring such shares subject to the provisions of this Section 11.3. Such sales or other dispositions shall not be included for purposes of calculating the percentage exemption during the twelve-month periods provided for above in this Section 11.3then outstanding Preferred.

Right of Co-Sale. Each (a) Neither of XxXxxx Stouxxxx xx Trouxxxx (xxch a "Co-Sale Founder") shall sell, assign or transfer, in any one or more transactions, any shares of Stock now or hereafter held by him, other than as provided in this Section 6, until (a) he first complies with Section 3(d), relating to a right of first refusal inuring to the benefit of the Series B, Series C, Series D and Tech Ventures agrees that ---------------- Series E Stockholders, and (b) thereafter, he or it (notifies each Series B, Series C, Series D and their respective doneesSeries E Stockholder of the proposed transaction and gives such Series B, transferees or assignees referred Series C, Series D and Series E Stockholders the opportunity to include in the last sentence of this Section 11.3) will not, prior sale to the date specified proposed transferee, shares of Stock. The aggregate number of shares of Stock that the Series B, Series C, Series D and Series E Stockholders shall be entitled to have included in Section 11.4 for such sale will be that number that upon conversion into Common Stock at the expiration applicable conversion rate would bear the same proportion to the total number of these covenantsshares of Stock proposed to be sold by such Co-Sale Founder as the total number of shares of Stock held by the Series B, sellSeries C, or agree Series D and Series E Stockholders bears to sell, for value any the aggregate number of shares of the Company's capital stock owned by him or it either jointly or individually to any third party Common Stock (except for such sales or agreements during the twelve-month period immediately following the date of this Agreementcalculated on a Fully Diluted Common Basis), and each twelve-month period thereafterSeries B, of not more than 5% Series C, Series D and Series E Stockholder shall be entitled to participate in such number pro rata on the basis of the number of shares of capital stock owned Stock then held by XxXxxx him or Tech Venturesit. Each Series B, as Series C, Series D and Series E Stockholder shall have a period of fifteen (15) days (the case may be"Offer Period"), on from the date of this Agreement, the unused portion of which shall be usable in later periods, and except that XxXxxx may, in addition to the number of shares so determined on the basis of 5% per annum, sell or agree to sell up to an aggregate of 16.25% of the number notice of such shares owned by XxXxxx on the date of this Agreement, all opportunity is received to give such computations to be on an asCo-converted to Common Stock basis in the case of capital stock which is not Common Stock) without first giving Sale Founder written notice in reasonable detail to each Purchaser at least 20 days prior to such sale of his or agreement to sell and affording each Purchaser the opportunity to elect, within 20 days of such notice, its desire to participate in such sale, or agreement to sell, on a pro rata basis and on the same terms and conditions as those applicable to XxXxxx and Tech Ventures. For purposes of this Section 11.3, the term "pro rata basis" shall mean that each Purchaser shall in the aggregate, be entitled to participate stating in such sale or agreement to sell in the proportion that notice the number of shares desired to be sold; and if no such notice is given within the shares of Common Stock issued or issuable upon conversion of the shares of Series AOffer Period, such Series B, Series C, Series D or Series E Preferred Stock or Warrant Shares and Stockholder shall be deemed to have chosen not to participate. In the event that any securities issued as payments (other than the amounts to be paid to a dividend or other distribution with respect to, or in exchange or in replacement thereof (Co-Sale Founder which are equal to the "Purchaser Shares") then held fair market value of the consideration given by such Purchaser bears Co-Sale Founder pursuant to a non-compete or consulting agreement entered into in connection with the sum of such number of the Purchaser Shares, all other Purchaser Shares held transaction contemplated by other Purchasers and the number of shares of Common Stock then owned (either jointly or individually) by XxXxxx or Tech Ventures, or both of them (in the case of a sale participated in by each of XxXxxx and Tech Ventures), or issuable upon conversion of other shares of the Company's capital stock so owned by XxXxxx or Tech Ventures. Each of XxXxxx and Tech Ventures agrees that conspicuous reference to the provisions of this Section 11.3 shall be made on all certificates evidencing shares of Common Stock owned by XxXxxx 6) or Tech Ventures, either jointly or individually, distributions are due and that he or it will make no transfer, gift or other assignment of such shares unless the transferee, donee or assignee agrees in writing with the Purchasers owing to be bound by the provisions of this Section 11.3 as if it were XxXxxx or Tech Ventures, as the case may be. Nothing contained in this Section 11.3 shall alter any restrictions on the transfer of shares of Common Stock held by XxXxxx or Tech Ventures created or imposed by any provisions contained in any other agreement. Notwithstanding anything to the contrary set forth in this Section 11.3, the rights of the Purchasers provided for in this Section 11.3 shall not apply to sales or other dispositions by XxXxxx to (i) a member of XxXxxx'x immediate family, including for this purpose his spouse, parents, parents-in-law, issue, nephews, nieces, brothers, brothers-in-law, sisters, sisters-in-law, children- in-law and grandchildren-in-law; (ii) a trust or partnership set up for the benefit of one or more Co-Sale Founders in an amount disproportionate to such Co-Sale Founder's or Co-Sale Founders' percentage ownership interest(s) in the Company, or other arrangements whereby any payments are to be received by one or more Co-Sale Founders rather than by the Stockholders on a pro rata basis, then the Co-Sale Founder(s) receiving such disproportionate payments shall be obligated to pay over a portion of the persons set forth in such payments received by him (i); or (iiithem) an heir, legatee or legal representative of XxXxxx; provided, however, that any such person referred to in clause (i), (ii) or (iii) shall agree in writing prior to the transfer other Stockholders not receiving such disproportionate payments, so that the payments received by all such person is acquiring such shares subject to the provisions of this Section 11.3. Such sales or other dispositions Stockholders shall not be included for purposes of calculating the percentage exemption during the twelve-month periods provided for above in this Section 11.3equivalent on a pro rata basis.

Right of Co-Sale. Each (a) In the event that Warburg intends to Transfer (i) shares of XxXxxx Common Stock which, together with any previous sales of shares of Common Stock by Warburg, represent more than fifteen percent (15%) of the issued and Tech Ventures agrees outstanding 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 Warburg, represent more than fifteen percent (15%) of the issued and outstanding shares of Preferred Stock on a cumulative basis (in each case other than to an Affiliate of Warburg or pursuant to a distribution of such shares to its partners), Warburg 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 that ---------------- he or it (and their respective donees, transferees or assignees referred wishes to participate in the last sentence of this Section 11.3) will notProposed Sale shall so notify Warburg in writing (a "Transfer Notice"). In the event Warburg fails to receive a Transfer Notice from any Investor within such 10-day period, prior such Investor shall be deemed to have declined to participate in the date specified in Section 11.4 for Proposed Sale. Each Investor delivering a Transfer Notice shall have the expiration of these covenants, sell, or agree right to sell, for value any shares of at the Company's capital stock owned by him or it either jointly or individually to any third party (except for such sales or agreements during same price and on the twelve-month period immediately following the date of this Agreementsame terms as Warburg, and each twelve-month period thereafter, of not more than 5% of the that number of shares of capital stock owned by XxXxxx Common Stock or Tech VenturesPreferred Stock, as the case may be, on the date of this Agreement, the unused portion of which shall be usable in later periods, and except that XxXxxx may, in addition equal to the number of shares so determined on the basis of 5% per annum, sell or agree to sell up to an aggregate of 16.25% of the number of such shares owned by XxXxxx on the date of this Agreement, all such computations to be on an as-converted to Common Stock basis in the case of capital stock which is not Common Stock) without first giving written notice in reasonable detail to each Purchaser at least 20 days prior to such sale or agreement to sell and affording each Purchaser the opportunity to elect, within 20 days of such notice, to participate in such sale, or agreement to sell, on a pro rata basis and on the same terms and conditions as those applicable to XxXxxx and Tech Ventures. For purposes of this Section 11.3, the term "pro rata basis" shall mean that each Purchaser shall in the aggregate, be entitled to participate in such sale or agreement to sell in the proportion that the number of the shares of Common Stock issued or issuable upon conversion of the shares of Series A, Series B, Series C, Series D or Series E Preferred Stock or Warrant Shares and any securities issued as a dividend or other distribution with respect to, or in exchange or in replacement thereof (the "Purchaser Shares") then held by such Purchaser bears to the sum of such number of the Purchaser Shares, all other Purchaser Shares held by other Purchasers and the number of shares of Common Stock then owned (either jointly or individually) by XxXxxx or Tech Ventures, or both of them (in the case of a sale participated in by each of XxXxxx and Tech Ventures), or issuable upon conversion of other shares of the Company's capital stock so owned by XxXxxx or Tech Ventures. Each of XxXxxx and Tech Ventures agrees that conspicuous reference to the provisions of this Section 11.3 shall be made on all certificates evidencing shares of Common Stock owned by XxXxxx or Tech Ventures, either jointly or individually, and that he or it will make no transfer, gift or other assignment of such shares unless the transferee, donee or assignee agrees in writing with the Purchasers to be bound by the provisions of this Section 11.3 as if it were XxXxxx or Tech VenturesPreferred Stock, as the case may be. Nothing contained in this Section 11.3 , the third party proposes to purchase multiplied by a fraction, the numerator of which shall alter any restrictions on be the transfer number of shares of Common Stock held or Preferred Stock (other than Plan Stock), as the case may be, issued and owned by XxXxxx such Investor and the denominator of which shall be the aggregate number of shares of Common Stock or Tech Ventures created Preferred Stock (other than Plan Stock), as the case may be, issued and owned by Warburg and each other Investor (including such Investor exercising its rights under this Section 3). Nothing contained herein shall obligate Warburg to consummate the Proposed Sale or imposed by any provisions contained limit Warburg's right to amend or modify the terms of the Proposed Sale in any other agreement. Notwithstanding anything respect; provided that the Investors are offered the opportunity to participate in the contrary set forth in this Section 11.3, the rights of the Purchasers provided for in this Section 11.3 shall not apply to sales Proposed Sale on such amended or other dispositions by XxXxxx to (i) a member of XxXxxx'x immediate family, including for this purpose his spouse, parents, parents-in-law, issue, nephews, nieces, brothers, brothers-in-law, sisters, sisters-in-law, children- in-law and grandchildren-in-law; (ii) a trust or partnership set up for the benefit of one or more of the persons set forth in (i); or (iii) an heir, legatee or legal representative of XxXxxx; provided, however, that any such person referred to in clause (i), (ii) or (iii) shall agree in writing prior to the transfer that such person is acquiring such shares subject to the provisions of this Section 11.3. Such sales or other dispositions shall not be included for purposes of calculating the percentage exemption during the twelve-month periods provided for above in this Section 11.3modified terms.

Right of Co-Sale. Each If InSight or any of XxXxxx and Tech Ventures agrees that ---------------- he or it (and their respective donees, transferees or assignees referred to in the last sentence of this Section 11.3) will not, prior to the date specified in Section 11.4 for the expiration of these covenants, sell, or agree its affiliates wish to sell, for value transfer, assign or otherwise dispose of (each a "Transfer") any of their shares of Preferred Stock or any interest therein other than to an affilitate, including without limitation shares of Common Stock acquired upon conversion of the Company's capital stock owned by him Preferred Stock (a "Preferred Interest"), InSight shall give at least 40 days prior written notice (a "Co-Sale Notice") to the Montxxxxxx Xxxities, which notice shall include the terms and conditions of such proposed Transfer including the identity of each prospective transferee. The Montxxxxxx Xxxities may, within 30 days of the receipt of the Co-Sale Notice, give written notice (a "Tag-Along Notice") to InSight that they or it either jointly or individually of them wish to any third party (except for participate in such sales or agreements during the twelve-month period immediately following the date of this Agreement, proposed Transfer and each twelve-month period thereafter, of not more than 5% of specifying the number of shares of capital stock owned Preferred Stock or Common Stock (to the extent that GMJM has sold all of its interest in the original 509,012 shares of Common Stock held by XxXxxx or Tech Ventures, as the case may be, it on the date of this Agreement, the unused portion of which shall be usable ) they desire to include in later periods, and except that XxXxxx may, in addition to the such proposed Transfer. The number of shares so determined on which may be included by the basis of 5% per annum, sell or agree to sell Montxxxxxx Xxxities shall be (i) up to an aggregate the initial $2,000,000 of 16.25% shares proposed to be Transferred (based upon the purchase and sale price specified in the Co-Sale Notice), and (ii) up to one-third of the total number of such shares owned subject to the Tag-Along Notice over and above the initial $2,000,000. Notwithstanding anything herein to the contrary, the $2,000,000 referred to in the preceding sentence shall be reduced by XxXxxx on the date amount of this Agreementgross proceeds realized by the Montxxxxxx xxxities in any prior sale of Preferred Stock or Common Stock, all such computations and the aggregate amount which may be sold by the Montxxxxxx xxxities in one or more transactions pursuant to be on an asclause (ii) of the preceding sentence shall not exceed $3,333,333. If the Montxxxxxx Xxxities fail to provide a timely Tag-converted Along Notice with respect to any Transfer proposed in a Co-Sale Notice, InSight may Transfer the Preferred Interest specified in the Co-Sale Notice to the proposed transferree(s) specified in the Co-Sale Notice for a period of 90 days thereafter upon terms and conditions no more favorable than those set forth in the Co-Sale Notice. This Section 1.3 shall then apply to subsequent Transfers by InSight and its affiliates to persons other than their affiliates. If the Montxxxxxx Xxxities give InSight a timely Tag-Along Notice, then InSight shall include shares of Preferred Stock and Common Stock basis specified by the Montxxxxxx Xxxities in the case of capital stock which is not Common Stock) without first giving written notice in reasonable detail to each Purchaser proposed Transfer upon at least 20 days prior to such sale or agreement to sell and affording each Purchaser the opportunity to elect, within 20 days of such notice, to participate in such sale, or agreement to sell, on a pro rata basis and on the same terms and conditions as those applicable to XxXxxx and Tech Ventures. For purposes of this Section 11.3, the term "pro rata basis" shall mean that each Purchaser shall in the aggregate, be entitled to participate in such sale or agreement to sell in the proportion that the number of the shares of Common Stock issued or issuable upon conversion of the shares of Series A, Series B, Series C, Series D or Series E Preferred Stock or Warrant Shares and any securities issued as a dividend or other distribution with respect to, or in exchange or in replacement thereof (the "Purchaser Shares") then held by such Purchaser bears to the sum of such number of the Purchaser Shares, all other Purchaser Shares held by other Purchasers and the number of shares of Common Stock then owned (either jointly or individually) by XxXxxx or Tech Ventures, or both of them (in the case of a sale participated in by each of XxXxxx and Tech Ventures), or issuable upon conversion of other shares of the Company's capital stock so owned by XxXxxx or Tech Ventures. Each of XxXxxx and Tech Ventures agrees that conspicuous reference to the provisions of this Section 11.3 shall be made on all certificates evidencing shares of Common Stock owned by XxXxxx or Tech Ventures, either jointly or individually, and that he or it will make no transfer, gift or other assignment of such shares unless the transferee, donee or assignee agrees in writing with the Purchasers to be bound by the provisions of this Section 11.3 as if it were XxXxxx or Tech Ventures, as the case may be. Nothing contained in this Section 11.3 shall alter any restrictions on the transfer of shares of Common Stock held by XxXxxx or Tech Ventures created or imposed by any provisions contained in any other agreement. Notwithstanding anything to the contrary set forth in this Section 11.3, the rights of the Purchasers provided Co-Sale Notice (but substituting Common Stock for Preferred Stock on a share-for-share basis without any other change in this Section 11.3 shall not apply to sales or other dispositions by XxXxxx to (i) a member of XxXxxx'x immediate family, including for this purpose his spouse, parents, parents-in-law, issue, nephews, nieces, brothers, brothers-in-law, sisters, sisters-in-law, children- in-law and grandchildren-in-law; (ii) a trust or partnership set up for the benefit of one or more of the persons set forth in (i); or (iii) an heir, legatee or legal representative of XxXxxx; provided, however, that any such person referred to in clause (i), (ii) or (iii) shall agree in writing prior to the transfer that such person is acquiring such shares subject to the provisions of this Section 11.3. Such sales or other dispositions shall not be included for purposes of calculating the percentage exemption during the twelve-month periods provided for above in this Section 11.3.terms

Right of Co-Sale. Each Except for an Underwritten Offering or Authorized Transfers of XxXxxx and Tech Ventures agrees that ---------------- he any securities of the Company ("Securities"), if any of Ellmxx, Xxiat or it an individual then holding the office of Chief Executive Officer or Chief Financial Officer of the Company or the equivalent (and their respective doneeseach a "Covered Seller") intends to sell any Securities, transferees or assignees referred such Covered Seller shall deliver a written notice (the "Co-sale Notice") to in the last sentence of this Section 11.3) will noteach Investor, at least 30 days prior to the date proposed sale, which notice shall specify the terms and conditions upon which the proposed sale is intended to be consummated. Each Investor shall have the right to participate in such sale of Securities in the manner hereinafter set forth. To exercise such right, an Investor shall give written notice (the "Participation Notice") of such election to such Covered Seller within 20 days after receipt of the Co-sale Notice. There upon, such Investor shall have the right to sell Securities to the proposed purchaser upon the same terms and conditions as specified in Section 11.4 for the expiration Co-sale Notice (which terms and conditions shall include the types and class of these covenantsSecurities then held by such Covered Seller and proposed to be sold), sellpro rata with its then current holding of Common Stock, or agree to sellon a fully-converted basis, for value any shares 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 Company's capital stock owned Covered Seller immediately prior to such sale. The amount of Securities to be sold by him or it either jointly or individually to any third party (except for such sales or agreements during the twelve-month period immediately following the date of this Agreement, and each twelve-month period thereafter, of not more than 5% of Covered Seller shall be reduced by the number of shares of capital stock owned by XxXxxx or Tech VenturesSecurities such Investor elects to sell. If such Investor exercises such right, as the case may be, on the date of this Agreement, the unused it shall bear its pro rata portion of which expenses incident to such sale. Failure by such Investor to exercise such right within such 20 day period shall be usable in later periods, and except that XxXxxx may, in addition to the number deemed a declination of shares so determined on the basis of 5% per annum, sell or agree to sell up to an aggregate of 16.25% of the number of such shares owned by XxXxxx on the date of this Agreement, all such computations to be on an as-converted to Common Stock basis in the case of capital stock which is not Common Stock) without first giving written notice in reasonable detail to each Purchaser at least 20 days prior to such sale or agreement to sell and affording each Purchaser the opportunity to elect, within 20 days of such notice, any right to participate in such sale, or agreement to sell, on provided that such sale is completed within 90 days after expiration of such 20 day period at a pro rata basis price and on the same terms and conditions as substantially similar to those applicable set forth in the Co-sale Notice. Failure to XxXxxx meet the conditions in the proviso in the immediately preceding sentence shall require a new Co-sale Notice and Tech Venturesa new opportunity to exercise the rights of co-sale with respect to such sale. For purposes of The co-sale rights granted under this Section 11.39 shall expire upon consummation of a QIPO. In the event a Covered Seller should sell any Securities in contravention of the co-sale rights of the Investors under this Section 9 (a "Prohibited Transfer"), the term "pro rata basis" Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall mean that each Purchaser shall in have the aggregateput option provided herein, be entitled to participate in such sale or agreement to sell in the proportion that the number of the shares of Common Stock issued or issuable upon conversion of the shares of Series A, Series B, Series C, Series D or Series E Preferred Stock or Warrant Shares and any securities issued as a dividend or other distribution with respect to, or in exchange or in replacement thereof (the "Purchaser Shares") then held by such Purchaser bears to the sum of such number of the Purchaser Shares, all other Purchaser Shares held by other Purchasers and the number of shares of Common Stock then owned (either jointly or individually) by XxXxxx or Tech Ventures, or both of them (in the case of a sale participated in by each of XxXxxx and Tech Ventures), or issuable upon conversion of other shares of the Company's capital stock so owned by XxXxxx or Tech Ventures. Each of XxXxxx and Tech Ventures agrees that conspicuous reference to the provisions of this Section 11.3 Covered Seller shall be made on all certificates evidencing shares of Common Stock owned by XxXxxx or Tech Ventures, either jointly or individually, and that he or it will make no transfer, gift or other assignment of such shares unless the transferee, donee or assignee agrees in writing with the Purchasers to be bound by the applicable provisions of this Section 11.3 as if it were XxXxxx or Tech Ventures, as the case may be. Nothing contained in this Section 11.3 shall alter any restrictions on the transfer of shares of Common Stock held by XxXxxx or Tech Ventures created or imposed by any provisions contained in any other agreement. Notwithstanding anything to the contrary set forth in this Section 11.3, the rights of the Purchasers provided for in this Section 11.3 shall not apply to sales or other dispositions by XxXxxx to (i) a member of XxXxxx'x immediate family, including for this purpose his spouse, parents, parents-in-law, issue, nephews, nieces, brothers, brothers-in-law, sisters, sisters-in-law, children- in-law and grandchildren-in-law; (ii) a trust or partnership set up for the benefit of one or more of the persons set forth in (i); or (iii) an heir, legatee or legal representative of XxXxxx; provided, however, that any such person referred to in clause (i), (ii) or (iii) shall agree in writing prior to the transfer that such person is acquiring such shares subject to the provisions of this Section 11.3. Such sales or other dispositions shall not be included for purposes of calculating the percentage exemption during the twelve-month periods provided for above in this Section 11.3.such

Right of Co-Sale. Each of XxXxxx and Tech Ventures agrees that ---------------- he or it (and their respective donees, transferees or assignees referred to in the last sentence of this Section 11.3) will not, prior to the date specified in Section 11.4 for the expiration of these covenants, sell, or agree to sell, for value any shares of the Company's capital stock owned by him or it either jointly or individually to any third party (except for such sales or agreements during the twelve-month period immediately following the date of this Agreement, and each twelve-month period thereafter, of not more than 5% of the number of shares of capital stock owned by XxXxxx or Tech Ventures, as the case may be, on the date of this Agreement, the unused portion of which shall be usable in later periods, and except that XxXxxx may, in addition to the number of shares so determined on the basis of 5% per annum, sell or agree to sell up to an aggregate of 16.2523.50% of the number of such shares owned by XxXxxx on the date of this Agreement, all such computations to be on an as-converted to Common Stock basis in the case of capital stock which is not Common Stock) without first giving written notice in reasonable detail to each Purchaser at least 20 days prior to such sale or agreement to sell and affording each Purchaser the opportunity to elect, within 20 days of such notice, to participate in such sale, or agreement to sell, on a pro rata basis and on the same terms and conditions as those applicable to XxXxxx and Tech Ventures. For purposes of this Section 11.3, the term "pro rata basis" shall mean that each Purchaser shall in the aggregate, be entitled to participate in such sale or agreement to sell in the proportion that the number of the shares of Common Stock issued or issuable upon conversion of the shares of Series A, Series B, Series C, Series D or Series E Preferred Stock or Warrant Shares and any securities issued as a dividend or other distribution with respect to, or in exchange or in replacement thereof (the "Purchaser Shares") then held by such Purchaser bears to the sum of such number of the Purchaser Shares, all other Purchaser Shares held by other Purchasers and the number of shares of Common Stock then owned (either jointly or individually) by XxXxxx or Tech Ventures, or both of them (in the case of a sale participated in by each of XxXxxx and Tech Ventures), or issuable upon conversion of other shares of the Company's capital stock so owned by XxXxxx or Tech Ventures. Each of XxXxxx and Tech Ventures agrees that conspicuous reference to the provisions of this Section 11.3 shall be made on all certificates evidencing shares of Common Stock owned by XxXxxx or Tech Ventures, either jointly or individually, and that he or it will make no transfer, gift or other assignment of such shares unless the transferee, donee or assignee agrees in writing with the Purchasers to be bound by the provisions of this Section 11.3 as if it were XxXxxx or Tech Ventures, as the case may be. Nothing contained in this Section 11.3 shall alter any restrictions on the transfer of shares of Common Stock held by XxXxxx or Tech Ventures created or imposed by any provisions contained in any other agreement. Notwithstanding anything to the contrary set forth in this Section 11.3, the rights of the Purchasers provided for in this Section 11.3 shall not apply to sales or other dispositions by XxXxxx to (i) a member of XxXxxx'x immediate family, including for this purpose his spouse, parents, parents-in-law, issue, nephews, nieces, brothers, brothers-in-law, sisters, sisters-in-law, children- children-in-law and grandchildren-in-law; (ii) a trust or partnership set up for the benefit of one or more of the persons set forth in (i); or (iii) an heir, legatee or legal representative of XxXxxx; provided, however, that any such person referred to in clause (i), (ii) or (iii) shall agree in writing prior to the transfer that such person is acquiring such shares subject to the provisions of this Section 11.3. Such sales or other dispositions shall not be included for purposes of calculating the percentage exemption during the twelve-month periods provided for above in this Section 11.3.

Right of Co-Sale. Each of XxXxxx and Tech Ventures Principal Shareholder agrees that ---------------- he it will not enter into any transaction or it (and their respective donees, transferees or assignees referred to series of transactions that would result in the last sentence of this Section 11.3) will not, prior to the date specified in Section 11.4 for the expiration of these covenants, sell, or agree to sell, for value any shares of the Company's capital stock owned sale by him or it either jointly or individually to any third party (except for such sales or agreements during the twelve-month period immediately following the date of this Agreement, and each twelve-month period thereafter, of not more than 550% of the number of shares of capital stock owned by XxXxxx or Tech Ventures, as the case may be, on the date of this Agreement, the unused portion of which shall be usable in later periods, and except that XxXxxx may, in addition to the number of shares so determined on the basis of 5% per annum, sell or agree to sell up to an aggregate of 16.25% Common Stock of the number of Company held by him at any time (or any securities convertible into such shares owned by XxXxxx on the date of this Agreement, all such computations to be on an as-converted to Common Stock basis in the case of capital stock which is not Common Stock) without first giving written notice in reasonable detail to each Purchaser at least 20 days ), unless prior to such sale or agreement he (the "Selling Shareholder") shall give at least ten (10) business days written notice to sell each of the Investors. Such notice shall set forth (i) the amount and affording each Purchaser types of securities to be sold, (ii) the opportunity to elect, within 20 days principal terms of such notice, to participate in such the sale, (iii) the percentage such securities would constitute of the Common Stock of the Company then held by the Selling Shareholder if all securities of the Selling Shareholder exercisable for or agreement convertible into Common Stock were so exercised and converted (the "Sale Portion"), (iv) an offer to sellcause to be included in the sale, on a pro rata basis and on the same terms and conditions as those applicable to XxXxxx and Tech Ventures. For purposes of this Section 11.3conditions, the term "pro rata basis" shall mean that each Purchaser shall in the aggregate, be entitled to participate in such sale or agreement to sell in the proportion that the number percentage of the shares of Common Stock issued or issuable upon conversion then held by each of the Investors (including shares of Series ACommon Stock into which each of the Investors may convert other securities held by them) equal to the Sale Portion, Series Band (v) the date by which the Investor must respond, Series C, Series D or Series E Preferred Stock or Warrant Shares and any securities issued as a dividend or other distribution with respect to, or in exchange or in replacement thereof which shall be no less than ten (10) business days following the date of notice (the "Purchaser SharesCutoff Date") then held by such Purchaser bears ). Each Investor electing to exercise its right of co-sale must notify the sum Selling Shareholder in writing before the close of such number of business on the Purchaser SharesCutoff Date, all other Purchaser Shares held by other Purchasers stating its intention to participate in the sale and the number of shares it desires to sell, if less than its Sale Portion. Subject to the right of Common Stock then owned first refusal contained in Section 5 below, the Selling Shareholder shall be free for a period of sixty (either jointly or individually60) by XxXxxx or Tech Ventures, or both of them (days after the Cutoff Date to sell on the terms set forth in the case offer the amount of a securities described in the offer, less the amount of securities sold by the Investors exercising their co-sale participated in by each of XxXxxx and Tech Ventures), or issuable upon conversion of other shares rights. If Capital Stock of the Company's capital stock so owned Company is sold pursuant to this Section 4 to any purchaser who is not a party to this Agreement, the purchaser of such shares shall execute a counterpart to this Agreement as a precondition of the purchase of such shares in the event such purchaser becomes a holder of more than five percent (5%) of the outstanding Capital Stock as a result of such purchase. In the event that Capital Stock covered by XxXxxx or Tech Venturesthe Notice is not disposed of within sixty (60) days following the lapse of the ten (10) business day offer period set forth herein, then such Capital Stock shall once again be subject to the co-sale rights set forth in this Section 3. Each of XxXxxx and Tech Ventures agrees The parties acknowledge that conspicuous reference to the provisions of this Section 11.3 shall be made on all certificates evidencing shares 4 may prevent a Selling Shareholder from selling the amount of Common Stock owned by XxXxxx or Tech Ventures, either jointly or individually, and that he or securities it will make no transfer, gift or other assignment of such shares unless the transferee, donee or assignee agrees in writing with the Purchasers originally intended to be bound by the sell. The provisions of this Section 11.3 as if it were XxXxxx or Tech Ventures, as the case may be. Nothing contained in this Section 11.3 shall alter any restrictions on the transfer of shares of Common Stock held by XxXxxx or Tech Ventures created or imposed by any provisions contained in any other agreement. Notwithstanding anything to the contrary set forth in this Section 11.3, the rights of the Purchasers provided for in this Section 11.3 4 shall not apply to sales or other dispositions any sale by XxXxxx to (i) a member Selling Shareholder in an underwritten public offering under an effective registration statement under the Act of XxXxxx'x immediate family1933, including for this purpose his spouse, parents, parents-in-law, issue, nephews, nieces, brothers, brothers-in-law, sisters, sisters-in-law, children- in-law and grandchildren-in-law; (ii) a trust or partnership set up for the benefit of one or more of the persons set forth in (i); or (iii) an heir, legatee or legal representative of XxXxxx; provided, however, that any such person referred to in clause (i), (ii) or (iii) shall agree in writing prior to the transfer that such person is acquiring such shares subject to the provisions of this Section 11.3. Such sales or other dispositions shall not be included for purposes of calculating the percentage exemption during the twelve-month periods provided for above in this Section 11.3as amended.

Right of Co-Sale. Each (a) Subject to Section 6, and notwithstanding anything to the contrary set forth in Section 4(f), no Lightyear Stockholder or any of XxXxxx and Tech Ventures agrees its Permitted Transferees may transfer any (i) Securities that ---------------- he or it neither the Company (and their respective donees, transferees or assignees referred to in the last sentence case of this the Class A Common Stock, the Warrants or the Convertible Common Notes), CFSL Acquisition (in the case of the Series A Preferred Stock or the Preferred Convertible Notes) nor the Investors have elected to purchase pursuant to Section 11.34 or (ii) will not, prior to the date specified in Section 11.4 for the expiration of these covenants, sell, or agree to sell, for value any shares other securities of the Company's capital stock owned by him , CFSL Acquisition or it either jointly any other Subsidiary of the Company (whether or individually to any third party not such other class of securities is authorized or issued as of the date hereof), in each case, until each Investor has been given the opportunity, exercisable within twenty (except for such sales or agreements during the twelve-month period immediately following 20) days from the date of the Investors' Notice, or, if the proposed transfer is not subject to Section 4, twenty (20) days after the date of a notice that the Lightyear Stockholder or its Permitted Transferee shall deliver to each Investor pursuant to this AgreementSection 5(a), to sell to the Proposed Transferee, at the same price, and each twelveupon the same terms and conditions offered to the Lightyear Stockholder or its Permitted Transferee, up to such Investor's Co-month period thereafter, of not more than 5% Sale Pro Rata Share of the number of shares of capital stock owned by XxXxxx Class A Common Stock, Convertible Common Notes, Series A Preferred Stock, Convertible Preferred Notes, Warrants or Tech Venturesother securities, as the case may be, on proposed to be sold. If the date Company, CFSL Acquisition, any other Subsidiary of the Company or any Investor exercises its purchase rights under Section 4 or otherwise with respect to a transfer of securities by Lightyear or its Permitted Transferees, each other Investor shall have the right under this Agreement, the unused portion of which shall be usable in later periods, and except that XxXxxx may, in addition to the number of shares so determined on the basis of 5% per annum, sell or agree Section 5 to sell up to an aggregate of 16.25% such Investor's Co-Sale Pro Rata Share of the number of such shares owned by XxXxxx on the date of this Agreement, all such computations to be on an as-converted to Common Stock basis in the case of capital stock which is not Class A Common Stock) without first giving written notice in reasonable detail to each Purchaser at least 20 days prior to such sale or agreement to sell and affording each Purchaser the opportunity to elect, within 20 days of such noticeConvertible Common Notes, to participate in such sale, or agreement to sell, on a pro rata basis and on the same terms and conditions as those applicable to XxXxxx and Tech Ventures. For purposes of this Section 11.3, the term "pro rata basis" shall mean that each Purchaser shall in the aggregate, be entitled to participate in such sale or agreement to sell in the proportion that the number of the shares of Common Stock issued or issuable upon conversion of the shares of Series AWarrants, Series BA Preferred Stock, Series C, Series D or Series E Convertible Preferred Stock or Warrant Shares and any securities issued as a dividend Notes or other distribution with respect to, or in exchange or in replacement thereof (the "Purchaser Shares") then held by such Purchaser bears to the sum of such number of the Purchaser Shares, all other Purchaser Shares held by other Purchasers and the number of shares of Common Stock then owned (either jointly or individually) by XxXxxx or Tech Ventures, or both of them (in the case of a sale participated in by each of XxXxxx and Tech Ventures), or issuable upon conversion of other shares of the Company's capital stock so owned by XxXxxx or Tech Ventures. Each of XxXxxx and Tech Ventures agrees that conspicuous reference to the provisions of this Section 11.3 shall be made on all certificates evidencing shares of Common Stock owned by XxXxxx or Tech Ventures, either jointly or individually, and that he or it will make no transfer, gift or other assignment of such shares unless the transferee, donee or assignee agrees in writing with the Purchasers to be bound by the provisions of this Section 11.3 as if it were XxXxxx or Tech Venturessecurities, as the case may be. Nothing contained , in this Section 11.3 connection with such sale, in which case the Company , CFSL Acquisition, such Subsidiary or any Investor, as the case may be, shall alter any restrictions on the transfer of shares of Common Stock held by XxXxxx or Tech Ventures created or imposed by any provisions contained in any other agreement. Notwithstanding anything to the contrary set forth in this Section 11.3, the rights purchase such securities together with all of the Purchasers provided for in this Section 11.3 shall not apply securities proposed to sales or other dispositions be sold by XxXxxx to (i) a member of XxXxxx'x immediate familythe Lightyear Stockholder, including for this purpose his spouseat the same price, parents, parents-in-law, issue, nephews, nieces, brothers, brothers-in-law, sisters, sisters-in-law, children- in-law and grandchildren-in-law; (ii) a trust or partnership set up for the benefit of one or more of the persons set forth in (i); or (iii) an heir, legatee or legal representative of XxXxxx; provided, however, that any such person referred to in clause (i), (ii) or (iii) shall agree in writing prior to the transfer that such person is acquiring such shares subject to the provisions of this Section 11.3. Such sales or other dispositions shall not be included for purposes of calculating the percentage exemption during the twelve-month periods provided for above in this Section 11.3same terms and conditions.