Common use of Tag Along Clause in Contracts

Tag Along. If the Management Shareholder shall propose to sell or convey in a single transaction or in a series of related transactions a number of shares of Common Stock or options or warrants to acquire Common Stock equal to or greater than 5% of the then outstanding shares of Common Stock to an Independent Third Party (other than in a sale pursuant to a registration statement in which the Holders may exercise their "piggyback" registration rights under the Registration Rights Agreement), the Management Shareholder shall provide each Holder with written notice (the "Tag-Along Notice") setting forth the terms and conditions of the proposed transfer, including the identity of the Independent Third Party, the number of shares of Common Stock to be transferred, the per share price to be paid for the shares of Common Stock to be transferred and the type and nature of the consideration to be received therefor; provided, however, notwithstanding the foregoing, the Management Shareholder shall not be required to provide any Holder with a Tag-Along Notice, and the Holders shall not be entitled to sell any Warrant Shares under this Section 15(b), if the Management Shareholder proposes to sell or convey shares of Common Stock on account of personal hardship, including, but not limited to, (i) the commencement of a voluntary or involuntary case under the United States Code entitled "Bankruptcy" by the Management Shareholder or his creditors, (ii) a sale or other transfer pursuant to a separation agreement or a final decree or judgment of divorce in favor of or against the Management Shareholder, or (iii) a serious illness of the Management Shareholder or any parent, spouse, sibling or child of the Management Shareholder. Each Holder, by written notice to the Management Shareholder delivered within 10 days after the date of such Tag-Along Notice, shall be entitled to require the Management Shareholder to include in the proposed sale to the Independent Third Party in the same transaction all of their Warrant Shares (or, if the Management Shareholder is selling less than all of his Common Stock or the prospective transferee is not willing to purchase all of the shares of Common Stock and Warrant Shares proposed to be sold by the Management Shareholder and the Holders exercising their rights pursuant to this Section 15(b), then the Management Shareholder and the Holders participating in such sale shall each be entitled to sell their pro rata portion of the total number of shares of Common Stock and Warrant Shares to be purchased by the proposed transferee computed on the basis of the number of shares of Common Stock or Warrant Shares, as the case may be, proposed to be sold by the Management Shareholder or such Holder, as the case may be, on the same terms and conditions set forth in the Tag-Along Notice. All fractional shares resulting from the calculation contained in the prior sentence will be rounded to the nearest whole share. The Management Shareholder shall use his best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Holders in any contemplated transfer. Following his compliance with the foregoing, the Management Shareholder and any Holders who have elected to participate in the contemplated transfer may, within 120 days after the expiration of the 10-day period referenced above, transfer all of the shares specified in the Tag-Along Notice to the transferee(s) specified in the Tag-Along Notice at a price not less than the price per share specified in the Tag-Along Notice and on other terms no less favorable to the transferors in any material respect than the terms specified in the Tag-Along Notice.

Tag Along. If (a) Except in the Management Shareholder case of the IPO, any ---------- registered sale of securities under the Securities Act or any other sales of securities on the market, if at any time Stockholders holding at least 2% of the Voting Securities of the Company (the "Initiating Stockholder(s)") shall propose ------------------------- determine to sell or convey transfer (in a single transaction business combination or otherwise) 2% or more of the Voting Securities then issuable or outstanding in one or a series of related bona fide arm's-length transactions to a number third party who is not an Affiliate of shares of Common Stock or options or warrants to acquire Common Stock equal to or greater than 5% any of the then outstanding shares of Common Stock to an Independent Third Party (other than in a sale pursuant to a registration statement in which the Holders may exercise their "piggyback" registration rights under the Registration Rights Agreement)Initiating Stockholders, the Management Shareholder Initiating Stockholders shall provide give not less than 30 days' prior written notice of such intended transfer to each Holder with written of the other Stockholders (individually, a "Participating Offeree" and --------------------- collectively, the "Participating Offerees") and to the Company. Such notice (the ---------------------- "Tag-Along Participation Notice") setting shall set forth the terms and conditions of the such -------------------- proposed transfer, including the identity name of the Independent Third Partyprospective transferee, the number of shares of Common Stock Shares proposed to be transferredtransferred (the "Participation Securities") by the ------------------------ Initiating Stockholders, the purchase price per share price Share proposed to be paid for the shares of Common Stock to be transferred and the type and nature of the consideration to be received therefor; provided, however, notwithstanding the foregoing, the Management Shareholder shall not be required to provide any Holder with a Tag-Along Notice, and the Holders shall not payment terms and type of transfer to be entitled effectuated. Within 20 days following the delivery of the Participation Notice by the Initiating Stockholders to each Participating Offeree and to the Company, each Participating Offeree may, by notice in writing to the Initiating Stockholders and to the Company, have the opportunity and the right to sell any Warrant to the purchasers in such proposed transfer (upon the same terms and conditions as the Initiating Stockholders) up to that number of Shares under this Section 15(b), if owned by such Participating Offeree as shall equal the Management Shareholder proposes to sell or convey shares product of Common Stock on account of personal hardship, including, but not limited to, (i) a fraction, the commencement numerator of a voluntary or involuntary case under which is the United States Code entitled "Bankruptcy" number of Shares owned by the Management Shareholder or his creditors, (ii) a sale or other transfer pursuant to a separation agreement or a final decree or judgment such Participating Offeree as of divorce in favor of or against the Management Shareholder, or (iii) a serious illness of the Management Shareholder or any parent, spouse, sibling or child of the Management Shareholder. Each Holder, by written notice to the Management Shareholder delivered within 10 days after the date of such Tag-Along Notice, shall be entitled to require proposed transfer and the Management Shareholder to include in denominator of which is the proposed sale to the Independent Third Party in the same transaction all aggregate number of their Warrant Shares (or, if the Management Shareholder is selling less than all of his Common Stock or the prospective transferee is not willing to purchase all owned as of the shares date of Common Stock such Participation Notice by the Initiating Stockholders and Warrant Shares proposed by all Participating Offerees, multiplied by (ii) the number of Participation Securities. The amount of Participation Securities to be sold by the Management Shareholder and the Holders exercising their rights pursuant to this Section 15(b), then the Management Shareholder and the Holders participating in such sale Initiating Stockholders shall each be entitled to sell their pro rata portion of the total number of shares of Common Stock and Warrant Shares to be purchased by the proposed transferee computed on the basis of the number of shares of Common Stock or Warrant Shares, as the case may be, proposed to be sold by the Management Shareholder or such Holder, as the case may be, on the same terms and conditions set forth in the Tag-Along Notice. All fractional shares resulting from the calculation contained in the prior sentence will be rounded reduced to the nearest whole share. The Management Shareholder shall use his best efforts extent necessary to obtain the agreement provide for such sales of the prospective transferee(s) to the participation of the Holders in any contemplated transfer. Following his compliance with the foregoing, the Management Shareholder and any Holders who have elected to participate in the contemplated transfer may, within 120 days after the expiration of the 10-day period referenced above, transfer all of the shares specified in the Tag-Along Notice to the transferee(s) specified in the Tag-Along Notice at a price not less than the price per share specified in the Tag-Along Notice and on other terms no less favorable to the transferors in any material respect than the terms specified in the Tag-Along NoticeShares by Participating Offerees.

Tag Along. If If, prior to the Management Shareholder closing date of the IPO, LLC or the Company shall propose to sell or convey in a single transaction 75% or in a series more of related transactions a number of its shares of the Company's Common Stock or options or warrants to acquire Common Stock equal to or greater than 5% of the then outstanding shares of Common Stock Convertible Securities (calculated on an as-converted basis) to an Independent Third Party (other than in a sale pursuant to a registration statement in which the Holders may exercise their "piggyback" registration rights under the Registration Rights Agreement)Party, the Management Shareholder LLC shall provide each Holder with written notice (the "Tag-Along Notice") setting forth the terms and conditions of the proposed transfer, including the identity of the Independent Third Party, the number of shares of the Company's Common Stock and/or Convertible Securities to be transferred, the per share price to be paid for the shares of the Company's Common Stock and/or Convertible Securities to be transferred and the type and nature of the consideration to be received therefor; provided, however, notwithstanding the foregoing, the Management Shareholder shall not be required to provide any Holder with a Tag-Along Notice, and the Holders shall not be entitled to sell any Warrant Shares under this Section 15(b), if the Management Shareholder proposes to sell or convey shares of Common Stock on account of personal hardship, including, but not limited to, (i) the commencement of a voluntary or involuntary case under the United States Code entitled "Bankruptcy" by the Management Shareholder or his creditors, (ii) a sale or other transfer pursuant to a separation agreement or a final decree or judgment of divorce in favor of or against the Management Shareholder, or (iii) a serious illness of the Management Shareholder or any parent, spouse, sibling or child of the Management Shareholder. Each Holder, by written notice to the Management Shareholder LLC delivered within 10 days after the date of such Tag-Along Notice, shall be entitled to require the Management Shareholder LLC to include in the proposed sale to the Independent Third Party in the same transaction all of their Warrant its Option and Option Shares (or, if the Management Shareholder LLC is selling less than all of his the Company's Common Stock or it owns, a percentage of each such Holder's Option and Option Shares equivalent to the prospective transferee is not willing to purchase all percentage of the shares of Company's Common Stock and Warrant Shares proposed Convertible Securities and rights to acquire shares of the Company's Common Stock and Convertible Securities to be sold by LLC or the Management Shareholder and the Holders exercising their rights pursuant to this Section 15(bCompany), then the Management Shareholder and the Holders participating in such sale shall each be entitled to sell their pro rata portion of the total number of shares of Common Stock and Warrant Shares to be purchased by the proposed transferee computed on the basis of the number of shares of Common Stock or Warrant Shares, as the case may be, proposed to be sold by the Management Shareholder or such Holder, as the case may be, on the same terms and conditions set forth in the Tag-Along Notice; provided, however, that the provisions of this Section 8.02 shall not apply to the sale or conveyance of any Common Stock of the Company pledged by LLC pursuant to the terms of the Stock Pledge Agreement until such time as such Common Stock is no longer pledged thereunder. All fractional shares resulting from the calculation contained in the prior sentence will be rounded to the nearest whole share. The Management Shareholder LLC shall use his its reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Holders in any contemplated transfertransfer and LLC shall not transfer any of its shares to the prospective transferee(s) if the prospective transferee(s) declines to allow participation of the Holders. Following his their compliance with the foregoing, the Management Shareholder LLC and any Holders who have elected to participate in the contemplated transfer may, within 120 90 days after the expiration of the 10-day period referenced above, transfer all of the shares specified in the Tag-Along Notice to the transferee(s) specified in the Tag-Along Notice at a price not less than the price per share specified in the Tag-Along Notice and on other terms no less favorable to the transferors in any material respect than the terms specified in the Tag-Along Notice.

Tag Along. If (a) Except in the Management Shareholder case of the IPO, any ---------- registered sale of securities under the Securities Act or any other sales of securities on the market, if at any time Stockholders holding at least 2% of the Voting Securities of the Company (the "Initiating Stockholder(s)") shall propose ------------------------- determine to sell or convey transfer (in a single transaction business combination or otherwise) 2% or more of the Voting Securities then issuable or outstanding in one or a series of related bona fide arm's-length transactions to a number third party who is not an Affiliate of shares of Common Stock or options or warrants to acquire Common Stock equal to or greater than 5% any of the then outstanding shares of Common Stock to an Independent Third Party (other than in a sale pursuant to a registration statement in which the Holders may exercise their "piggyback" registration rights under the Registration Rights Agreement)Initiating Stockholders, the Management Shareholder Initiating Stockholders shall provide give not less than 30 days' prior written notice of such intended transfer to each Holder with written of the other Stockholders (individually, a "Participating Offeree" and collectively, the "Participating Offerees") and to --------------------- ---------------------- the Company. Such notice (the "Tag-Along Participation Notice") setting shall set forth the terms -------------------- and conditions of the such proposed transfer, including the identity name of the Independent Third Partyprospective transferee, the number of shares of Common Stock Shares proposed to be transferredtransferred (the "Participation ------------- Securities") by the Initiating Stockholders, the purchase price per share price Share ---------- proposed to be paid for the shares of Common Stock to be transferred and the type and nature of the consideration to be received therefor; provided, however, notwithstanding the foregoing, the Management Shareholder shall not be required to provide any Holder with a Tag-Along Notice, and the Holders shall not payment terms and type of transfer to be entitled effectuated. Within 20 days following the delivery of the Participation Notice by the Initiating Stockholders to each Participating Offeree and to the Company, each Participating Offeree may, by notice in writing to the Initiating Stockholders and to the Company, have the opportunity and the right to sell any Warrant to the purchasers in such proposed transfer (upon the same terms and conditions as the Initiating Stockholders) up to that number of Shares under this Section 15(b), if owned by such Participating Offeree as shall equal the Management Shareholder proposes to sell or convey shares product of Common Stock on account of personal hardship, including, but not limited to, (i) a fraction, the commencement numerator of a voluntary or involuntary case under which is the United States Code entitled "Bankruptcy" number of Shares owned by the Management Shareholder or his creditors, (ii) a sale or other transfer pursuant to a separation agreement or a final decree or judgment such Participating Offeree as of divorce in favor of or against the Management Shareholder, or (iii) a serious illness of the Management Shareholder or any parent, spouse, sibling or child of the Management Shareholder. Each Holder, by written notice to the Management Shareholder delivered within 10 days after the date of such Tag-Along Notice, shall be entitled to require proposed transfer and the Management Shareholder to include in denominator of which is the proposed sale to the Independent Third Party in the same transaction all aggregate number of their Warrant Shares (or, if the Management Shareholder is selling less than all of his Common Stock or the prospective transferee is not willing to purchase all owned as of the shares date of Common Stock such Participation Notice by the Initiating Stockholders and Warrant Shares proposed by all Participating Offerees, multiplied by (ii) the number of Participation Securities. The amount of Participation Securities to be sold by the Management Shareholder and the Holders exercising their rights pursuant to this Section 15(b), then the Management Shareholder and the Holders participating in such sale Initiating Stockholders shall each be entitled to sell their pro rata portion of the total number of shares of Common Stock and Warrant Shares to be purchased by the proposed transferee computed on the basis of the number of shares of Common Stock or Warrant Shares, as the case may be, proposed to be sold by the Management Shareholder or such Holder, as the case may be, on the same terms and conditions set forth in the Tag-Along Notice. All fractional shares resulting from the calculation contained in the prior sentence will be rounded reduced to the nearest whole share. The Management Shareholder shall use his best efforts extent necessary to obtain the agreement provide for such sales of the prospective transferee(s) to the participation of the Holders in any contemplated transfer. Following his compliance with the foregoing, the Management Shareholder and any Holders who have elected to participate in the contemplated transfer may, within 120 days after the expiration of the 10-day period referenced above, transfer all of the shares specified in the Tag-Along Notice to the transferee(s) specified in the Tag-Along Notice at a price not less than the price per share specified in the Tag-Along Notice and on other terms no less favorable to the transferors in any material respect than the terms specified in the Tag-Along NoticeShares by Participating Offerees.

Tag Along. If (a) Subject to first complying with the Management Shareholder shall propose right of first refusal set forth in Section 8.02, in the event that any Class A Unitholder (a “Tag Selling Unitholder”) desires to sell or convey in Transfer any Class A Units, pursuant to a single transaction or in a series of related transactions a number of shares of Common Stock or options or warrants to acquire Common Stock equal to or greater than 5% of the then outstanding shares of Common Stock to an Independent Third Party bona fide offer from any Person (other than in an Affiliate of any Tag Selling Unitholder) (a sale pursuant to a registration statement in which the Holders may exercise their "piggyback" registration rights under the Registration Rights Agreement“Buyer”), then such Tag Selling Unitholder shall notify the Management Shareholder shall provide each Holder with written notice Class A Unitholders, to the extent such are not Tag Selling Unitholders (the "“Tag-Along Notice") setting forth the Unitholders”), in writing, of such offer and its terms and conditions of the proposed transferconditions, including the identity of the Independent Third Partyincluding, without limitation, the number of shares of Common Stock Class A Units subject to be transferredthe proposed Transfer, the per share sales price to be paid for (the shares “Offer Price”), form of Common Stock to be transferred consideration and proposed Transfer date (the type and nature “Tag Transfer Notice”). Upon receipt of the consideration to be received therefor; providedsuch Tag Transfer Notice, however, notwithstanding the foregoing, the Management Shareholder shall not be required to provide any Holder with a each Tag-Along Notice, and Unitholder shall have the Holders shall not be entitled right to sell any Warrant Shares under this Section 15(b), if the Management Shareholder proposes to sell or convey shares of Common Stock on account of personal hardship, including, but not limited to, (i) the commencement of a voluntary or involuntary case under the United States Code entitled "Bankruptcy" by the Management Shareholder or his creditors, (ii) a sale or other transfer pursuant to a separation agreement or a final decree or judgment of divorce in favor of or against the Management Shareholder, or (iii) a serious illness of the Management Shareholder or any parent, spouse, sibling or child of the Management Shareholder. Each Holder, by written notice to the Management Shareholder delivered within 10 days after the date of such Tag-Along Notice, shall be entitled to require the Management Shareholder to include in the proposed sale to the Independent Third Party in the same transaction all of their Warrant Shares (or, if the Management Shareholder is selling less than all of his Common Stock or the prospective transferee is not willing to purchase all of the shares of Common Stock and Warrant Shares proposed to be sold by the Management Shareholder and the Holders exercising their rights pursuant to this Section 15(b), then the Management Shareholder and the Holders participating in such sale shall each be entitled to sell their pro rata portion of the total number of shares of Common Stock and Warrant Shares to be purchased by the proposed transferee computed on the basis of the number of shares of Common Stock or Warrant Shares, as the case may be, proposed to be sold by the Management Shareholder or such Holder, as the case may beBuyer, on the same terms and conditions as the Tag Selling Unitholder as set forth in the Tag Transfer Notice, that number of Units equal to the product attained by multiplying (a) the number of Class A Units beneficially owned by the Tag-Along Notice. All fractional shares resulting from Unitholder and (b) the calculation contained in quotient derived by dividing (i) the prior sentence will be rounded number of Class A Units which otherwise would have been sold by the Tag Selling Unitholders to the nearest whole share. The Management Shareholder shall use his best efforts to obtain Buyer by (ii) the agreement total number of Class A Units Beneficially Owned by such Tag Selling Unitholder and the prospective transferee(s) to number of Class A Units Beneficially Owned by the participation of the Holders in any contemplated transfer. Following his compliance with the foregoing, the Management Shareholder and any Holders Tag-Along Unitholders who have elected to participate in the contemplated transfer may, within 120 days after the expiration of the 10-day period referenced above, transfer all of the shares specified in the such Transfer. If more than one Tag-Along Notice Unitholder elects to Transfer Class A Units pursuant to this Section 8.03, they may do so pro rata based on the transferee(s) specified number of Class A Units beneficially owned by each of them or in such other proportions as they may agree. To the extent one or more Tag-Along Notice at a price not less than Unitholders exercise such right of participation in accordance with the price per share specified in terms and conditions set forth herein, the number of Class A Units that the Tag Selling Unitholder may Transfer shall be correspondingly reduced. The Tag-Along Notice and on other terms no less favorable Unitholders’ right to sell pursuant to this Section 8.03 can be exercised by delivery of written notice to the transferors in any material respect than Tag Selling Unitholder within ten (10) Business Days following delivery of the terms specified in the Tag Transfer Notice. Any Tag-Along NoticeUnitholder who fails to notify the Tag Selling Unitholder within such ten (10) Business Days shall be deemed to have waived its rights under this Section 8.03.

Tag Along. If the a Management Shareholder shall propose (a “Selling Shareholder”) elects to sell or convey in a single transaction or in a series of related transactions a number of shares of Common Stock or options or warrants his Restricted Shares to acquire Common Stock equal to or greater than 5% of the then outstanding shares of Common Stock to an Independent Third Party any Person (other than in a sale pursuant to a registration statement in which the Holders may exercise their "piggyback" registration rights under the Registration Rights AgreementRelated Parties as expressly permitted by Section 2), the Management Selling Shareholder shall first provide each Holder with written notice (a “Sales Notice”) to the "Tag-Along Notice") setting forth the terms and conditions Investor of the proposed transferSelling Shareholder’s intent to sell such shares, including which notice shall include the identity price per share and terms of payment. Investor may require some or all of its Conversion Shares, Purchase Shares, Warrant Shares and any other Common Stock owned by the Independent Third PartyInvestor (collectively, the number of “Investor Shares”; and such shares of Common Stock to be transferred, the per share price to be paid for the shares of Common Stock to be transferred and the type and nature of the consideration to be received therefor; provided, however, notwithstanding the foregoing, the Management Shareholder shall not be as so required to provide any Holder with a Tag-Along Notice, and the Holders shall not be entitled to sell any Warrant Shares under this Section 15(b), if the Management Shareholder proposes to sell or convey shares of Common Stock on account of personal hardship, including, but not limited to, (i) the commencement of a voluntary or involuntary case under the United States Code entitled "Bankruptcy" by the Management Shareholder or his creditors, (ii) a sale or other transfer pursuant to a separation agreement or a final decree or judgment of divorce in favor of or against the Management Shareholder, or (iii) a serious illness of the Management Shareholder or any parent, spouse, sibling or child of the Management Shareholder. Each Holder, by written notice to the Management Shareholder delivered within 10 days after the date of such Tag-Along Notice, shall be entitled to require the Management Shareholder to include in the proposed sale to the Independent Third Party in the same transaction all of their Warrant Shares (or, if the Management Shareholder is selling less than all of his Common Stock or the prospective transferee is not willing to purchase all of the shares of Common Stock and Warrant Shares proposed Investor to be sold by the Management Shareholder and the Holders exercising their rights pursuant to this Section 15(b)Section, then the Management Shareholder and the Holders participating “Tag Along Shares”) also be sold in such sale shall each be entitled to sell their pro rata portion of the total number of shares of Common Stock and Warrant Shares to be purchased by the proposed transferee computed on the basis of the number of shares of Common Stock or Warrant Shares, as the case may be, proposed to be sold by the Management Shareholder or such Holder, as the case may be, transaction on the same terms and conditions set forth in as the Tag-Along NoticeSelling Shareholder is to receive. All fractional shares resulting The Investor shall exercise its rights to sell under this Section by giving written notice to the Selling Shareholder within fifteen (15) Business Days after receiving the Sales Notice from the calculation contained Selling Shareholder. If the purchaser in such transaction is unwilling to increase the aggregate purchase price payable in such transaction to pay for the Tag Along Shares that the Investor requires to be sold, the original aggregate purchase price shall be allocated between the Selling Shareholder and the Investor pro rata based on the number of shares the Selling Shareholder elected to sell in his Sales Notice and the number of Tag Along Shares that the Investor requires to be sold. No Management Shareholder may accept any offer from a third party without giving prior sentence will notice to such third party of the provisions of this Section. For purposes hereof, the Investor shall be rounded entitled to include as Investor Shares any amount of Conversion Shares and Warrant Shares that may be acquired upon the conversion of the Convertible Note and the exercise of the Warrants, regardless of whether the Investor has actually converted such Convertible Note or exercised such Warrants or notified the Company of its intention to do so at the time of the Sales Notice and regardless of whether the Investor has the right to exercise the Warrants at the time of the Sales Notice because the Third Anniversary Date has not yet then occurred, in which case, Apollo shall permit the Investor’s exercise of the Warrants in an amount sufficient to allow the Investor to exercise its rights pursuant to this Section 3 with respect to the nearest whole share. The Management Shareholder shall use his best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Holders in any contemplated transfer. Following his compliance with the foregoing, the Management Shareholder and any Holders who have elected to participate in the contemplated transfer may, within 120 days after the expiration of the 10-day period referenced above, transfer all of the shares specified in the Tag-Along Notice to the transferee(s) specified in the Tag-Along Notice at a price not less than the price per share specified in the Tag-Along Notice and on other terms no less favorable to the transferors in any material respect than the terms specified in the Tag-Along NoticeWarrant Shares.

Tag Along. If the Management Shareholder (a) any Pandey Stockholder shall propose to sell Dispose Of any Shares other than pursuant to Section 2.1(b), or convey in (b) any Purchaser Stockholder shall propose to Dispose Of any Shares, such Stockholder (the "Selling Stockholder") shall give notice (a single transaction "Notice") of such proposed Disposition to the Purchaser, if the Selling Stockholder is a Pandey Stockholder, or in Pandey, if such Selling Stockholder is a series of related transactions Purchaser Stockholder, describing the proposed Disposition. If such Disposition is a number of shares sale of Common Stock or options or warrants to acquire Common Stock equal to or greater than 5% of the then outstanding shares of Common Stock to an Independent Third Party (Shares other than in a sale pursuant to a registration statement Public Transaction, then, in which addition to the Holders may exercise their "piggyback" registration rights under requirements of Section 2.1 (if the Registration Rights AgreementSelling Stockholder is a Pandey Stockholder), the Management Shareholder Purchaser Stockholders collectively (if the Selling Stockholder is a Pandey Stockholder) or the Pandey Stockholders collectively (if the Selling Stockholder is a Purchaser Stockholder) (the Purchaser Stockholders collectively, or any of them, or the Pandey Stockholders collectively, or any of them, as the case may be, being the "Tagging Stockholders") shall provide each Holder with written have the right, by giving notice (the a "Tag-Along Notice") setting forth to the Selling Stockholder within 10 days of the Notice, to sell, on the terms and conditions to the transferee(s) described in the Notice, a number of the proposed transfer, including the identity of the Independent Third Party, Common Shares equal to the number of shares Common Shares then held by the Tagging Stockholders multiplied by a fraction (the "Fraction"), the numerator of which is the number of Common Stock Shares proposed to be transferred, sold by such Selling Stockholder and the per share price to be paid for denominator of which is the shares number of Common Stock to be transferred and Shares held by all Pandey Stockholders (if the type and nature Selling Stockholder is a Pandey Stockholder) or Purchaser Stockholders (if the Selling Stockholder is a Purchaser Stockholder) at the date of the consideration to be received thereforNotice; providedand, however, notwithstanding if the foregoing, the Management Shareholder shall not be required to provide any Holder with Tagging Stockholders give a Tag-Along Notice, and the Holders such Selling Stockholder shall not be entitled effect such Disposition unless the Tagging Stockholders are afforded such opportunity to sell any Warrant Shares under this Section 15(b), if the Management Shareholder proposes to sell or convey shares of Common Stock on account of personal hardship, including, but not limited to, (i) the commencement of a voluntary or involuntary case under the United States Code entitled "Bankruptcy" by the Management Shareholder or his creditors, (ii) a sale or other transfer pursuant to a separation agreement or a final decree or judgment of divorce in favor of or against the Management Shareholder, or (iii) a serious illness of the Management Shareholder or any parent, spouse, sibling or child of the Management Shareholder. Each Holder, by written notice to the Management Shareholder delivered within 10 days after the date of such Tag-Along Notice, shall be entitled to require the Management Shareholder to include in the proposed sale to the Independent Third Party in the same transaction all portion of their Warrant Shares (or, if the Management Shareholder is selling less than all of his Common Stock Shares. Any notice given by Pandey or the prospective transferee is not willing to purchase all of the shares of Common Stock and Warrant Shares proposed to be sold by the Management Shareholder and the Holders exercising their rights Purchaser pursuant to this Section 15(b)2.2 shall be deemed given by all Pandey Stockholders or Purchaser Stockholders, then respectively; and, if the Management Shareholder and the Holders participating in such sale shall each be Pandey Stockholders or Purchaser Stockholders are entitled to sell their pro rata portion of shares pursuant to this Section 2.2, the total number of shares of Common Stock and Warrant Shares to be purchased by sold shall be allocated among the proposed transferee computed on the basis of the number of shares of Common Stock Pandey Stockholders or Warrant SharesPurchaser Stockholders, as the case may be, proposed in proportion to be sold by the Management Shareholder their holdings of shares of Common Stock, or such Holder, as they may otherwise agree. In the case may beof a Disposition by a Purchaser Stockholder pursuant to a Public Transaction, then, notwithstanding Section 2.1(a), each Pandey Stockholder shall be entitled to sell the Fraction of his shares of Common Stock, on the same such terms and conditions set forth in the Tag-Along Notice. All fractional shares resulting from the calculation contained in the prior sentence will be rounded to the nearest whole share. The Management Shareholder shall use his best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Holders in any contemplated transfer. Following his compliance with the foregoing, the Management Shareholder and any Holders who have elected to participate in the contemplated transfer may, within 120 days after the expiration of the 10-day period referenced above, transfer all of the shares specified in the Tag-Along Notice to the transferee(s) specified in the Tag-Along Notice at a price not less than the price per share specified in the Tag-Along Notice and on other terms no less favorable to the transferors in any material respect than the terms specified in the Tag-Along Noticeas such Pandey Stockholder may obtain.

Tag Along. If After the Management Outside Date, if any Shareholder shall propose (the “Selling Party”) receives a bona fide written offer (the “Third Party Offer”) to sell purchase all or convey in a single transaction or in a series of related transactions a number of shares of Common Stock or options or warrants to acquire Common Stock equal to or greater than 5% any of the Shares then outstanding shares held by the Selling Party, then, prior to the acceptance of Common Stock to an Independent the Third Party (other than in a sale pursuant to a registration statement in which the Holders may exercise their "piggyback" registration rights under the Registration Rights Agreement)Offer, the Management Shareholder Selling Party shall provide each Holder with written notice notify all of the other Shareholders (the "“Remaining Shareholders”) of such proposed sale and the terms of such proposed sale and the Selling Party shall obtain from the party making the Third Party Offer (the “Third Party”) a bona fide offer (the “Tag-Along Notice"Offer”) setting forth addressed to each of the Remaining Shareholders, on terms and conditions at least as favourable as those contained in the Third Party Offer, to purchase from each Remaining Shareholder: (i) that number of Shares that is the same portion of the proposed transfertotal number of Shares which the Remaining Shareholder holds, including the identity of the Independent Third Party, as the number of shares of Common Stock to be transferred, the per share price to be paid for the shares of Common Stock to be transferred and the type and nature of the consideration to be received therefor; provided, however, notwithstanding the foregoing, the Management Shareholder shall not be required to provide any Holder with a Tag-Along Notice, and the Holders shall not be entitled to sell any Warrant Shares under this Section 15(b), if the Management Shareholder proposes to sell or convey shares of Common Stock on account of personal hardship, including, but not limited to, (i) the commencement of a voluntary or involuntary case under the United States Code entitled "Bankruptcy" by the Management Shareholder or his creditors, (ii) a sale or other transfer pursuant to a separation agreement or a final decree or judgment of divorce in favor of or against the Management Shareholder, or (iii) a serious illness of the Management Shareholder or any parent, spouse, sibling or child of the Management Shareholder. Each Holder, by written notice to the Management Shareholder delivered within 10 days after the date of such Tag-Along Notice, shall be entitled to require the Management Shareholder to include in the proposed sale to the Independent Third Party in the same transaction all of their Warrant Shares (or, if the Management Shareholder is selling less than all of his Common Stock or the prospective transferee is not willing to purchase all of the shares of Common Stock and Warrant Shares proposed to be sold by the Management Shareholder and the Holders exercising their rights Selling Party pursuant to this Section 15(b), then the Management Shareholder and the Holders participating in such sale shall each be entitled Third Party Offer bears to sell their pro rata portion of the total number of shares Shares then held by the Selling Party, or (ii) if the Third Party Offer relates to a limited number of Common Stock Shares only, such limited number of Shares multiplied by the quotient of X/Y, where X is equal to the total number of Shares then held by the Remaining Shareholder and Warrant Y is equal to the sum of the limited number of Shares to be purchased by which the proposed transferee computed on the basis of Third Party Offer relates plus the number of shares of Common Stock or Warrant SharesShares that all Remaining Shareholders desiring to participate in the proposed sale hold and, as in the case may beof a sale of Shares by any Remaining Shareholder(s) under this Section 6.5, proposed the number of Shares to be sold by the Management Shareholder or such Holder, as Selling Party shall be reduced in order to accommodate the case may be, on number of Shares to be sold by the same terms Remaining Shareholder(s). Amended and conditions set forth in Restated Share Purchase and Subscription Agreement - Holigen Redacted: Commercially sensitive - 12 - information The Selling Party shall deliver the Tag-Along Notice. All fractional shares resulting from the calculation contained in the prior sentence will be rounded Offer to the nearest whole shareRemaining Shareholders, together with a copy of the Third Party Offer. The Management Shareholder Tag-Along Offer shall use his best efforts to obtain be irrevocable and shall be open for acceptance by the agreement of the prospective transferee(sRemaining Shareholders for thirty (30) to the participation of the Holders in any contemplated transfer. Following his compliance with the foregoing, the Management Shareholder and any Holders who have elected to participate in the contemplated transfer may, within 120 days after the expiration delivery thereof to the last of the 10-Remaining Shareholders. If, within such thirty (30) day period referenced aboveperiod, transfer all a Remaining Shareholder does not provide the Selling Party with notice of the shares specified in such Remaining Shareholder’s intent to accept or reject the Tag-Along Notice Offer, such Remaining Shareholder shall be deemed to the transferee(s) specified in have rejected the Tag-Along Notice at Offer. The price per share for any Shares in respect of which a price not less than tag-along right under this Section 6.5 is exercised will be equal to the price per share specified Share set out in the Tag-Along Notice and on other terms no less favorable to the transferors in any material respect than the terms specified in the Tag-Along NoticeThird Party Offer.