Co-Sale Agreement Template

CO-SALE AGREEMENT

This Co-Sale Agreement (the "Agreement") is entered into as of by and between Selling Shareholder: with an address at and Purchaser: with an address at .

RECITALS

WHEREAS, Selling Shareholder is the legal and beneficial owner of certain securities of the company identified below (the "Covered Securities") and desires, subject to the terms herein, to sell a portion of such Covered Securities in accordance with a proposed transfer;

WHEREAS, Purchaser desires, on a pro rata basis and subject to the terms of this Agreement, the opportunity to participate in any sale or transfer of Covered Securities by Selling Shareholder to any third party so as to permit Purchaser to maintain its relative economic interest; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to co-sale and related matters.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:

"Covered Securities": the shares, units or other equity interests described as owned by Selling Shareholder at the date hereof.

"Proposed Transfer": any proposed sale, transfer, pledge, assignment or other disposition of Covered Securities by Selling Shareholder to any third party, whether direct or indirect, including by agreement or operation of law.

"Co-Sale Notice": the written notice delivered by Selling Shareholder to Purchaser pursuant to Section 3 describing the Proposed Transfer, the purchaser, the number of Covered Securities proposed to be transferred and the material terms and conditions of such Proposed Transfer.

2. RIGHT OF CO-SALE

If Selling Shareholder proposes to effect a Proposed Transfer of any Covered Securities in whole or in part, Purchaser shall have the right, but not the obligation, to participate in such Proposed Transfer on a pro rata basis (the "Co-Sale Right"). The co-sale participation shall be determined by multiplying (a) the aggregate number of Covered Securities subject to the Proposed Transfer, by (b) the ratio of the number of Covered Securities held by Purchaser immediately prior to the Proposed Transfer to the total number of Covered Securities held by all parties entitled to co-sale participation immediately prior to the Proposed Transfer.

3. NOTICE PROCEDURES

Prior to closing any Proposed Transfer, Selling Shareholder shall deliver a Co-Sale Notice to Purchaser specifying (i) the identity of the proposed purchaser, (ii) the number and type of Covered Securities to be transferred, (iii) the purchase price and all material economic and non-economic terms, and (iv) a copy of the written agreement, term sheet or binding offer, if any, pursuant to which the Proposed Transfer is to be effected. The Co-Sale Notice shall be delivered by the methods set forth in Section 8 and shall be conclusively deemed delivered when received.

Purchaser shall have days from receipt of the Co-Sale Notice to elect to exercise its Co-Sale Right by written notice to Selling Shareholder specifying the amount of Covered Securities it elects to include in the Proposed Transfer. Failure to timely elect shall constitute a waiver of the Co-Sale Right with respect to that Proposed Transfer.

4. PURCHASE AND CLOSING

Any participation by Purchaser pursuant to the Co-Sale Right shall be on the same economic terms, including price per security and payment terms, as those contained in the Proposed Transfer. At the closing of the Proposed Transfer, Selling Shareholder shall cause the transferring holders to transfer to Purchaser the number of Covered Securities properly elected by Purchaser, free and clear of all liens and encumbrances (other than restrictions under applicable securities laws), against receipt of the purchase price therefor.

The parties shall cooperate and use commercially reasonable efforts to effect the closing of Purchaser's purchase of Covered Securities at the same time and location as the closing of the Proposed Transfer, provided that Purchaser's obligations to purchase shall be conditioned upon the other party's performance of its obligations under the Proposed Transfer.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to creditors' rights; and (c) to its knowledge, the execution and performance of this Agreement do not and will not violate any material agreement to which it is a party.

Selling Shareholder further represents and warrants that it is the lawful owner of the Covered Securities to be transferred and that such Covered Securities are free of liens, claims and encumbrances, other than those disclosed in writing to Purchaser prior to the Proposed Transfer.

6. TRANSFER RESTRICTIONS AND COMPLIANCE

All transfers of Covered Securities pursuant to this Agreement shall comply with applicable securities laws and the organizational documents of the issuing entity. If any transferee is required to deliver opinions of counsel or other documentation as a condition to any transfer, Selling Shareholder and Purchaser shall cooperate in good faith to provide such documentation at the requesting party's expense.

7. REMEDIES; SPECIFIC PERFORMANCE; INDEMNIFICATION

The parties agree that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy and that, in addition to any other remedies available at law or in equity, a non-breaching party shall be entitled to seek injunctive relief and specific performance. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

Each party shall indemnify and hold harmless the other party from and against any losses, damages, liabilities or expenses (including reasonable attorneys' fees) arising out of any breach of its representations, warranties or covenants under this Agreement.

8. NOTICES

Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, one business day after delivery by reputable overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified or registered mail. Notices shall be sent to the addresses below, or to such other address as a party may designate by notice in accordance with this Section.

9. AMENDMENTS; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument signed by both parties. No failure or delay by any party in exercising any right hereunder will operate as a waiver of such right, nor will any single or partial exercise of any right preclude any other or further exercise of such right.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral, relating to such subject matter.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its choice-of-law principles.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including by PDF or image) shall be binding as original signatures.

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