- CO-SALE AGREEMENT.docVIP

CO-SALE AGREEMENT 　　This Co-Sale Agreement (this #39;Agreement#39;) is made and entered into as of _________,_________,_________(M/D/Y) by and between AAA USA, Inc., a _________(PLACENAME) corporation (the #39;Company#39;), (ii) BBB, Inc. (#39;BBB#39;) and (iii) CCC(sb) (#39;CCC(sb)#39;). 　　A. Concurrently herewith, BBB and the Company are entering into that certain Agreement, dated as of the date hereof (the #39;Principal Agreement;#39; 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 #39;Purchase Offer#39;) from any persons to purchase from him shares of the Common Stock of the Company, he promptly shall give written notice (the #39;Notice#39;) to BBB describing fully the Purchase Offer, including the number of shares of Common Stock proposed to be transferred (the #39;Shares#39;), 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 Company#39;s Bylaws. 　　1.2 Participation Right. To the extent that the Company and other stockholders of the Company ha