CO-SALE AGREEMENT this co-sale agreement (this agreement) is made and entered into as of _,_,_(m/d/y) by and between aaa usa, inc., a _(placename) corporation (the company), (ii) bbb, inc. (bbb) and (iii) ccc(sb) (ccc(sb). a. concurrently herewith, bbb and the company are entering into that certain agreement, dated as of the date hereof (the principal agreement; capitalized terms used herein and not otherwise defined shall have the meanings defined in the principal agreement), pursuant to which, among other things, bbb will acquire shares of common stock and warrants in consideration of the license by bbb of the bbb logos and the bbb content and provision by bbb of certain broadcast advertising and promotion. b. to induce bbb to enter into the principal agreement, ccc(sb) has agreed to enter into this agreement and offer bbb the opportunity to participate in certain sales of his shares of common stock of the company. now therefore, in consideration of the above recitals and the mutual covenants made herein, the parties hereby agree as follows: 1. right of co-sale. 1.1 notice of sales. in the event ccc(sb) proposes to accept one or more bona fide offers (collectively, the purchase offer) from any persons to purchase from him shares of the common stock of the company, he promptly shall give written notice (the notice) to bbb describing fully the purchase offer, including the number of shares of common stock proposed to be transferred (the shares), the proposed bona fide transfer price and the name and address of the proposed transferee. the notice may be included as a part of any notice required to be given by ccc(sb) under article eight, section 1 of the companys bylaws. 1.2 participation right. to the extent that the company and other stockholders of the company have not exercised their respective rights of first refusal to purchase the shares in accordance with article eight of the companys bylaws, bbb shall have the right (the participation right) to participate in ccc(sb)s sale of the shares under the terms and conditions specified in the purchase offer. to the extent bbb exercises its participation rights, the number of shares which ccc(sb) may sell pursuant to the purchase offer shall be correspondingly reduced. the participation right of bbb is subject to the following terms and conditions: (a) number of shares. bbb may sell its pro rata share of the shares covered by the purchase offer. bbbs pro rata share for purposes of this agreement is that number of shares of common stock equal to the product obtained by multiplying (i) the aggregate number of shares covered by the purchase offer, times (ii) a fraction, the numerator of which is the sum of the number of shares of common stock at the time owned by bbb and thedenominator of which is the aggregate number of shares of common stock at the time outstanding, assuming conversion of all outstanding preferred stock of the company and the exercise of all options and warrants then outstanding.共5页，当前第1页12345 (b) exercise notice. if bbb desires to exercise its participation rights, bbb shall provide ccc(sb), within thirty days after bbbs receipt of the notice, a written notice of such election (exercise notice) specifying the number of shares of common stock that bbb elects to sell pursuant to the participation rights. each exercise notice shall be irrevocable, unless otherwise consented to by ccc(sb). (c) delivery of certificates. bbb shall effect its participation in the sale by delivering to the company promptly following exercise of its participation right, for delivery to the purchaser of the shares at the closing of the transaction contemplated by the purchase offer, one or more certificates, properly endorsed for transfer, representing the number of shares of common stock which bbb has elected to sell pursuant to the participation rights. (d) transfer of shares. the stock certificate or certificates which bbb delivers to the company pursuant to section 1.2(c) shall be delivered by the company to the purchaser under the purchase offer at the closing of the transaction contemplated by the purchase offer; and the company shall receive on behalf of, and promptly remit to bbb, that portion of the sale proceeds which bbb is entitled to receive by reason of its participation in the sale. (e) closing. whether or not bbb exercises its participation rights, the closing of the sale of the shares subject to the purchase offer shall take place not later than one hundred twenty (120) days following the date the notice was first delivered to bbb. at the closing, ccc(sb) may sell any shares subject to the purchase offer as to which bbb has not exercised its participation rights; and, if bbb has exercised its participation rights, the consummation of such sale shall be subject to the sale by bbb at the closing of all shares of common stock which bbb h