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 EQUITY SECURITIES THE
NON-SELLING SHAREHOLDER WISHES TO SELL UNDER ITS RIGHT TO PARTICIPATE. TO THE
EXTENT THAT THE NON-SELLING SHAREHOLDERS EXERCISE SUCH RIGHT OF CO-SALE, THE
NUMBER OF SHARES OF EQUITY SECURITIES THAT THE SELLING SHAREHOLDER MAY SELL IN
THE TRANSFER SHALL BE CORRESPONDINGLY REDUCED.
2.4
NON-EXERCISE OF RIGHTS.
TO THE EXTENT THAT THE NON-SELLING
SHAREHOLDERS HAVE NOT EXERCISED THEIR RIGHT TO PURCHASE THE OFFERED SHARES NOR
THEIR RIGHT TO PARTICIPATE IN THE SALE OF THE OFFERED SHARES WITHIN THE TIME
PERIODS SPECIFIED IN SECTION 2.2 AND SECTION 2.3, THE SELLING SHAREHOLDER SHALL
HAVE A PERIOD OF THIRTY (30) DAYS FROM THE EXPIRATION OF THE THIRTY (30)-DAY
TIME PERIOD SET FORTH IN SECTION 2.3 IN WHICH TO SELL THE OFFERED SHARES TO THE
THIRD-PARTY TRANSFEREE(S) IDENTIFIED IN THE TRANSFER NOTICE UPON TERMS AND
CONDITIONS (INCLUDING THE PURCHASE PRICE) NO MORE FAVORABLE TO THE TRANSFEREE(S)
THAN THOSE SPECIFIED IN THE TRANSFER NOTICE. IN THE EVENT THE SELLING
SHAREHOLDER DOES NOT CONSUMMATE THE SALE OR DISPOSITION OF THE OFFERED SHARES
WITHIN THE THIRTY (30) DAY PERIOD SET FORTH IN THIS SECTION 2.4, THE NON-SELLING
SHAREHOLDERS' FIRST REFUSAL RIGHTS AND CO-SALE RIGHTS SHALL CONTINUE TO BE
APPLICABLE TO ANY SUBSEQUENT DISPOSITION OF THE OFFERED SHARES BY THE SELLING
SHAREHOLDER UNTIL SUCH RIGHT LAPSES IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT. FURTHERMORE, THE EXERCISE OR NON-EXERCISE OF THE RIGHTS OF THE
NON-SELLING SHAREHOLDERS UNDER THIS SECTION 2.4 TO PURCHASE EQUITY SECURITIES
FROM THE SELLING SHAREHOLDER OR TO PARTICIPATE IN SALES OF EQUITY SECURITIES BY
THE SELLING SHAREHOLDER SHALL NOT ADVERSELY AFFECT THEIR RIGHTS TO MAKE
SUBSEQUENT PURCHASES FROM THE SELLING SHAREHOLDER OF EQUITY SECURITIES OR
SUBSEQUENTLY PARTICIPATE IN SALES OF EQUITY SECURITIES BY THE SELLING
SHAREHOLDER.
2.5
CLOSING.
EACH NON-SELLING SHAREHOLDER SHALL EFFECT ITS
PARTICIPATION IN A SALE PURSUANT TO SECTION 2.3 HEREOF BY PROMPTLY DELIVERING TO
THE SELLING SHAREHOLDER FOR TRANSFER TO THE PROSPECTIVE PURCHASER ONE OR MORE
CERTIFICATES, PROPERLY ENDORSED FOR TRANSFER, WHICH REPRESENT THAT NUMBER OF
EQUITY SECURITIES WHICH THE NON-SELLING SHAREHOLDER ELECTS TO SELL.
THE SHARE
CERTIFICATE OR CERTIFICATES THAT THE NON-SELLING SHAREHOLDERS DELIVER TO THE
SELLING SHAREHOLDER PURSUANT TO SECTION 2.3 SHALL BE TRANSFERRED TO THE
PROSPECTIVE PURCHASER IN
4
CONSUMMATION OF THE SALE OF THE OFFERED SHARES PURSUANT TO THE TERMS AND
CONDITIONS SPECIFIED IN THE TRANSFER NOTICE, AND THE SELLING SHAREHOLDER SHALL
CONCURRENTLY THEREWITH REMIT TO EACH NON-SELLING SHAREHOLDER THAT PORTION OF THE
SALE PROCEEDS TO WHICH SUCH NON-SELLING SHAREHOLDER IS ENTITLED BY REASON OF ITS
PARTICIPATION IN SUCH SALE.
TO THE EXTENT THAT ANY PROSPECTIVE PURCHASER, OR
PURCHASERS, PROHIBITS SUCH ASSIGNMENT OR OTHERWISE REFUSES TO PURCHASE SHARES OR
OTHER SECURITIES FROM A NON-SELLING SHAREHOLDER IN CONNECTION WITH THE EXERCISE
OF ITS RIGHTS OF CO-SALE HEREUNDER, THE SELLING SHAREHOLDER SHALL NOT SELL TO
SUCH PROSPECTIVE PURCHASER