CO-SALEAGREEMENT

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1、CO-SALE AGREEMENTThis Co-Sale Agreement (this Agreement) is made and enteredinto as of _,_,_(M/D/Y) by and between AAAUSA, 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 Agree

2、ment, 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

3、 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 Comm

4、on 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) fro

5、many 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 an

6、d 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 otherstockholders of the Company have not exercised

7、their respectiverights of first refusal to purchase the Shares in accordance withArticle Eight of the Companys Bylaws, BBB shall have the right (theParticipation Right) to participate in CCC(sb)s sale of the Sharesunder the terms and conditions specified in the Purchase Offer. Tothe extent BBB exerc

8、ises its Participation Rights, the number ofShares which CCC(sb) may sell pursuant to the Purchase Offer shall becorrespondingly reduced. The Participation Right of BBB is subject tothe following terms and conditions:(a) Number of Shares. BBB may sell its Pro Rata Share of theShares covered by the P

9、urchase 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 o

10、f 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.(b) Exercise Notice. If B

11、BB desires to exercise its ParticipationRights, BBB shall provide CCC(sb), within thirty days after BBBs receipt of the Notice, a written notice of such election (ExerciseNotice) specifying the number of shares of Common Stock that BBB elects to sell pursuant to the Participation Rights. Each Exerci

12、se Notice shall be irrevocable, unless otherwise consented to by CCC(sb).(c) Delivery of Certificates. BBB shall effect its participationin the sale by delivering to the Company promptly following exercise of its Participation Right, for delivery to the purchaser of theShares at the closing of the t

13、ransaction 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 certificateswhich BBB deliver

14、s to the Company pursuant to Section 1.2(c) shall bedelivered by the Company to the purchaser under the Purchase offer atthe 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

15、 is entitled to receive byreason of its participation in the sale.(e) Closing. Whether or not BBB exercises its ParticipationRights, the closing of the sale of the Shares subject to the PurchaseOffer shall take place not later than one hundred twenty (120) daysfollowing the date the Notice was first

16、 delivered to BBB. At theclosing, CCC(sb) may sell any Shares subject to the Purchase Offer asto which BBB has not exercised its Participation Rights; and, if BBBhas exercised its Participation Rights, the consummation of such saleshall be subject to the sale by BBB at the closing of all shares ofCo

17、mmon Stock which BBB has elected to sell pursuant to theParticipation Rights. Any proposed sale on terms and conditionsmaterially different from those described in the Notice, as well asany subsequent proposed sale by CCC(sb), will again require compliance by CCC(sb) with the provisions of this Agre

18、ement.1.3 Termination. This Agreement and the Participation Rights granted hereunder shall terminate upon the first to occur of thefollowing:(a) the tenth anniversary of the date of thisAgreement;(b) the execution of a written agreement to terminate this Agreement by CCC(sb) and BBB;(c) the consumma

19、tion of the first sale of securities of theCompany to the public pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended;(d) the first date on which BBB or any assignee to which such Participation Rights have been assigned pursuant to Section

20、 2.1 hereof (i) own Common Stock representing less than 10% of the numberof shares of the Companys Common Stock that would be outstanding if all then outstanding shares of the Companys convertible preferred stock were then converted into shares of Common Stock or (ii) holdless than 50% of the number

21、 of such Common Stock equivalent shares as are issuable to BBB pursuant to the Principal Agreement or any Warrants issuable thereunder; or(e) upon the closing of (i) any consolidation or merger of the Company with or into any other corporation or corporations in which the holders of the Companys out

22、standing shares immediately before such consolidation or merger do not, immediately after such consolidation or merger, retain stock representing a majority of the voting power of the surviving corporation of such consolidation or merger or stock representing a majority of the voting power of a corp

23、oration that wholly owns, directly or indirectly, the surviving corporation of such consolidation or merger; (ii) the sale, transferor assignment of securities of the Company representing a majority of the voting power of all the Companys outstanding voting securities by the holders thereof to an ac

24、quiring party in a single transactionor series of related transactions; or (iii) the sale of all or substantially all the Companys assets.2. ASSIGNMENT OF PARTICIPATION RIGHTS. The Participation Rights of BBB under Section 1 hereof may be assigned only to a BBB Assignee; provided, however, that no s

25、uch assignment of any of suchParticipation Rights shall be effective against the Company or CCC(sb) until such time as the Company and CCC(sb) are given written notice by the assigning party stating the name and address of the assignee and identifying the securities of the Company as to which the ri

26、ghtsin question are being assigned; and provided further, that any such assignee shall receive such assigned Participation Rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 2.3. LEGENDED CERTIFICATES.3.1 Legend. Each certifi

27、cates representing shares of the Common Stock now or hereafter owned by CCC(sb) shall be endorsed with thefollowing legend: the sale or transfer of the securities represented by this certificate is subject to the terms and conditions of a certain co-sale agreement by and among the shareholder, the c

28、orporation and bbb, inc. copies of such agreement may be obtained upon written request to the secretary of the corporation.3.2 Removal of Legend. The legend required by Section 3.1 shall be removed upon termination of this Agreement in accordance with the provisions of Section 1.3.4. GENERAL PROVISI

29、ONS.4.1 Notices. All notices hereunder (including the Exercise Notice) shall be in writing and shall be given by (i) certified or registered mail, return receipt requested; (ii) hand delivery; or (iii)nationally recognized overnight courier service; a notice shall be deemed to have been given (a) wh

30、en delivered by hand; (b) three days after mailing, in the case of certified or registered mail; and (c)one business day after being forwarded to a nationally recognized overnight courier service for overnight delivery; in each case correctly addressed to such party at its address set forth below or

31、 such other address as such party may specify by notice to the other parties hereto:(a) if to the Company or CCC(sb), at _(address); and(b) if to BBB, at _(address), Attention: _.4.2 Entire Agreement. This Agreement, together with all theExhibits hereto, constitutes and contains the entire agreement

32、 andunderstanding of the parties with respect to the subject matterhereof and supersedes any and all prior negotiations, correspondence,agreements, understandings, duties or obligations between the partiesrespecting the subject matter hereof.4.3 Amendments and Waivers. Any terms of this Agreement ma

33、y be amended and the observance of any term of the Agreement may be waived (either generally or in a particular) instance and eitherretroactively or prospectively), with the written consent of CCC(sb) and BBB. Any amendment or waiver effected in accordance with this Section shall be binding upon the

34、 Company, CCC(sb), BBB and their respective permitted transferees and assignees.4.4 Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of _(PLACENAME) as applied to agreements among_(PLACENAME) residents entered into and to

35、be performedentirely within _(PLACENAME), excluding that body of lawrelating to conflict of laws and choice of law.4.5 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement and the bal

36、ance of thisAgreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.4.6 Third Parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and

37、assigns, any rights or remedies under or by reason of this Agreement.4.7 Successors And Assigns. Subject to the provisions of Section2, the provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto.4.8 Captions.

38、The captions to sections of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this Agreement.4.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.In witness whereof, the parties hereto have executed this Co-Sale Agreement as of the date and year first above written.AAA USA, INC. BBB, INC.By: _By: _Title: _Title: _CCC(sb)By: _