Common use of Participation Right Clause in Contracts

Participation Right. Following (and subject to) compliance with the provisions of Sections 11 and 12.01, in the event that any Member desires to execute a Transfer Event described in paragraph (eeee)(i) of Schedule A (any such transaction subject to this Section 12.04, a “Tag-Along Sale”), the Member(s) desiring to effect such Tag-Along Sale (the”Selling Unitholders”) shall give, at least 30 days prior to any such Tag-Along Sale, Notice specifying in reasonable detail the identity of the prospective Transferee(s), the number of Units to be Transferred and the material terms and conditions of the Transfer (the “Tag-Along Sale Notice”) to the Company, and the Company shall promptly forward the Tag-Along Sale Notice to each Member that is not a Selling Unitholder (the “Tag-Along Rights Holders”). The Tag-Along Rights Holders may irrevocably elect to participate in such Tag-Along Sale by giving written notice of such irrevocable election to the Company within 10 days after delivery of the Tag-Along Sale Notice (such Members delivering such notice of election in accordance with this Section 12.04, collectively, the “Electing Unitholders”), and the Company shall promptly (and in any event no later than 3 days after receipt) deliver such elections to the Selling Unitholder; provided, however, that no Electing Unitholder shall be entitled to transfer unvested Units pursuant to this Section 12.04. Each Selling Unitholder and Electing Unitholder shall be permitted to Transfer in such Tag-Along Sale up to the number of Units (collectively, the “Tag-Along Units”) equal to the aggregate number of Units to be Transferred in such Tag-Along Sale (as specified in the Tag-Along Sale Notice) multiplied by a fraction, the numerator of which is the aggregate number of Units held by such Selling Unitholder or Electing Unitholder, as applicable, and the denominator of which is the total number of Units then outstanding. In the event an Electing Unitholder elects to sell in any such Tag-Along Sale a lesser number of Tag-Along Units than such Electing Unitholder is entitled to sell hereunder, the Selling Unitholder shall have the right to sell an additional number of Tag-Along Units in such Tag-Along Sale equal to the number that such Electing Unitholder has elected not to sell. Each Selling Unitholder and Electing Unitholder shall Transfer its Membership Interests on the same terms and conditions; provided, however, that each Tag-Along Unit shall receive a price per Tag-Along Unit equal to the amount that such Tag-Along Unit would receive pursuant to Section 7.02 assuming for this purpose that the only Membership Interests outstanding are the Tag-Along Units held by the Selling Unitholders and the Electing Unitholders and that the aggregate consideration paid in respect of such Tag-Along Units is distributed pursuant to Section 7.02. If the Tag-Along Rights Holders have not elected to participate in the contemplated Transfer (through Notice to such effect or expiration of the 10-day period after delivery of the Tag-Along Sale Notice), then the Selling Unitholders may Transfer the Units specified in the Tag-Along Sale Notice at a price and on other material terms no more favorable in the aggregate to the Transferor(s) thereof than specified in the Tag-Along Sale Notice during the 180-day period beginning with the delivery of the Tag-Along Sale Notice. Any Selling Unitholder’s Units not Transferred during such 180-day period shall be subject to the provisions of this Section 12.04 upon any subsequent Transfer Event. Radiopharm Ventures, LLC 22

Participation Right. Following (and subject to) compliance with the provisions of Sections 11 and 12.01, in In the event that any Member desires the Company proposes to execute sell or issue New Units (as defined in hereof) in one transaction or a Transfer Event described in paragraph series of related transactions, each holder of Class A Units (eeee)(i) of Schedule A (any such transaction subject to this Section 12.04, a “Tag-Along Sale”), the Member(s) desiring to effect such Tag-Along Sale (the”Selling UnitholdersClass A Holder”) and each Convertible Preferred Stockholder shall give, at least 30 days prior have the right (the “Participation Right”) to any such Tag-Along Sale, Notice specifying in reasonable detail the identity irrevocably subscribe for its Pro Rata Portion of the prospective Transferee(s), the number of New Units to be Transferred offered in such proposed sale. “Pro Rata Portion” of the New Units for purposes of this Section 8.1, means (x) the aggregate number of New Units multiplied by (y) the aggregate number of outstanding Class A Units and the material terms Class A Unit Equivalent of Convertible Preferred Stock such Class A Holder or Convertible Preferred Stockholder then owns divided by (z) the total number of Class A Units then outstanding and conditions Class A Unit Equivalent of all Convertible Preferred Stock then outstanding. To the Transfer (extent any New Units subject to Participation Rights shall remain unsubscribed for after exercise by the “Tag-Along Sale Notice”) to the Company, Class A Holders and the Company shall promptly forward the Tag-Along Sale Notice to each Member that is not a Selling Unitholder (the “Tag-Along Rights Holders”). The Tag-Along Rights Holders may irrevocably elect to participate in such Tag-Along Sale by giving written notice Majority Preferred Stockholders of such irrevocable election to the Company within 10 days after delivery of the Tag-Along Sale Notice (such Members delivering such notice of election in accordance with this Section 12.04, collectively, the “Electing Unitholders”), and the Company shall promptly (and in any event no later than 3 days after receipt) deliver such elections to the Selling Unitholder; provided, however, that no Electing Unitholder shall be entitled to transfer unvested Units their participation right pursuant to this Section 12.04. Each Selling Unitholder 8.1, each Class A Holders and Electing Unitholder Convertible Preferred Stock Holder that exercised its Participation Right in full (the “Exercising Holders”) shall be permitted have the right to Transfer in such Tag-Along Sale purchase up to its pro rata share of the remaining New Units (based on the relative number of New Units in respect of which each Exercising Holder exercised its Participation Right pursuant to the first sentence of this Section 8.1). If any New Units subject to Participation Rights shall remain unsubscribed for after the Class A Holders and Majority Preferred Stockholders shall have exercised their respective rights pursuant to this Section 8.1, the Company shall have one hundred eighty (180) days thereafter to sell such remaining New Units, at a price and upon terms no more favorable to the purchasers thereof than specified in the Company’s notice given pursuant to Section 8.3. For purposes of this Article VIII, “Class A Unit Equivalent” means, with respect to each share of Convertible Preferred Stock, such number of Class A Units as would result in the total number of Class A Unit Equivalents in respect of all outstanding Convertible Preferred Stock representing 50% of the product of (i) the number of then-outstanding Class A Units (collectively, the “Tag-Along Units”) equal to the aggregate number of Units to be Transferred in such Tag-Along Sale (as specified in the Tag-Along Sale Notice) multiplied by (ii) a fraction, the numerator of which is the aggregate number of Units held by such Selling Unitholder or Electing Unitholder, as applicable, one and the denominator of which is the total number of Units then outstanding. In the event an Electing Unitholder elects to sell in any such Tag-Along Sale a lesser number of Tag-Along Units than such Electing Unitholder is entitled to sell hereunder, the Selling Unitholder shall have the right to sell an additional number of Tag-Along Units in such Tag-Along Sale equal to the number that such Electing Unitholder has elected not to sell. Each Selling Unitholder and Electing Unitholder shall Transfer its Membership Interests on the same terms and conditions; provided, however, that each Tag-Along Unit shall receive a price per Tag-Along Unit equal to the amount that such Tag-Along Unit would receive pursuant to Section 7.02 assuming for this purpose that the only Membership Interests outstanding are the Tag-Along Units held by the Selling Unitholders and the Electing Unitholders and that the aggregate consideration paid in respect of such Tag-Along Units is distributed pursuant to Section 7.02. If the Tag-Along Rights Holders have not elected to participate in the contemplated Transfer (through Notice to such effect or expiration of the 10-day period after delivery of the Tag-Along Sale Notice), then the Selling Unitholders may Transfer the Units specified in the Tag-Along Sale Notice at a price and on other material terms no more favorable in the aggregate to the Transferor(s) thereof than specified in the Tag-Along Sale Notice during the 180-day period beginning with the delivery of the Tag-Along Sale Notice. Any Selling Unitholder’s Units not Transferred during such 180-day period shall be subject to the provisions of this Section 12.04 upon any subsequent Transfer Event. Radiopharm Ventures, LLC 22one minus 0.50.

Participation Right. Following In the event of a Transfer of Equity Securities by the Sponsor Group in connection with (i) a Sale Transaction or (ii) any such Transfer which constitutes a Transfer of greater than 25% of the Sponsor Equity owned by the Sponsor Group as of the date hereof (other than Permitted Transfers and subject to) compliance except to the extent a Transfer also constitutes or is in connection with an Approved Sale pursuant to which the provisions of Sections 11 and 12.01Members are required to Transfer Units pursuant to Section 10.3(a), in which case the event that any Member desires to execute a Transfer Event described in paragraph (eeee)(iterms of Section 10.3 shall exclusively govern such Transfer) of Schedule A (any such transaction subject to this Section 12.04transaction, a “Tag-Tag Along Sale”), each Member may elect to participate in such Tag Along Sale on the Member(ssame terms and conditions applicable to the Sponsor Group (the “Selling Members”) desiring by giving written notice of such election to effect such Tag-the Selling Members within 10 days after receiving notice from the Selling Members of the proposed Tag Along Sale (the”Selling Unitholderssuch Members delivering such notice, collectively, the “Electing Members”) ). The aggregate consideration to be paid in connection with a Tag Along Sale shall give, at least 30 days prior to any be allocated among each Unit included therein based on such Tag-Unit’s Pro Rata Share which shall be determined based on the Total Equity Value implied by the price offered in the Tag Along Sale, Notice specifying . Each Electing Member shall be entitled to sell in reasonable detail the identity contemplated Tag Along Sale up to a number of Units proposed to be Transferred by the prospective Transferee(s), Selling Members equal to the product of (x) the number of Units to be Transferred and sold in the material terms and conditions of the Transfer (the “Tag-contemplated Tag Along Sale Notice”and (y) to the Company, and the Company shall promptly forward the Tag-Along Sale Notice to each Member that is not a Selling Unitholder (the “Tag-Along Rights Holders”). The Tag-Along Rights Holders may irrevocably elect to participate in such Tag-Along Sale by giving written notice of such irrevocable election to the Company within 10 days after delivery of the Tag-Along Sale Notice (such Members delivering such notice of election in accordance with this Section 12.04, collectively, the “Electing Unitholders”), and the Company shall promptly (and in any event no later than 3 days after receipt) deliver such elections to the Selling Unitholder; provided, however, that no Electing Unitholder shall be entitled to transfer unvested Units pursuant to this Section 12.04. Each Selling Unitholder and Electing Unitholder shall be permitted to Transfer in such Tag-Along Sale up to the number of Units (collectively, the “Tag-Along Units”) equal to the aggregate number of Units to be Transferred in such Tag-Along Sale (as specified in the Tag-Along Sale Notice) multiplied by a fraction, the numerator of which is the aggregate number of Vested Units held by such Selling Unitholder or Electing Unitholder, as applicableMember, and the denominator of which is the total number of Units then outstanding. In the outstanding Vested Units, provided that in no event an Electing Unitholder elects to sell in shall any such Tag-Along Sale a lesser number of Tag-Along Units than such Electing Unitholder is Member be entitled to sell hereunder, the Selling Unitholder shall have the right to sell an additional number of Tag-Along Units in such Tag-Along Sale equal to the number that such Electing Unitholder has elected not to sell. Each Selling Unitholder and Electing Unitholder shall Transfer its Membership Interests on the same terms and conditions; provided, however, that each Tag-Along Unit shall receive a price per Tag-Along Unit equal to the amount that such Tag-Along Unit would receive pursuant to Section 7.02 assuming for this purpose that the only Membership Interests outstanding are the Tag-Along Units held by the Selling Unitholders and the Electing Unitholders and that the aggregate consideration paid in respect of such Tag-Along Units is distributed pursuant to Section 7.02. If the Tag-Along Rights Holders have not elected to participate in the contemplated Transfer (through Notice to such effect or expiration of the 10-day period after delivery of the Tag-Along Sale Notice), then the Selling Unitholders may Transfer the Units specified in the Tag-Along Sale Notice at a price and on other material terms no more favorable in the aggregate to the Transferor(s) thereof than specified in the Tag-Along Sale Notice during the 180-day period beginning with the delivery of the Tag-Along Sale Notice. Any Selling Unitholder’s Units not Transferred during such 180-day period shall be subject to the provisions of this Section 12.04 upon any subsequent Transfer Event. Radiopharm Ventures, LLC 22Unvested Units.

Participation Right. Following (and subject to) compliance with the provisions of Sections 11 and 12.01, in the event that any Member desires to execute a Transfer Event described in paragraph (eeee)(i) of Schedule A (any such transaction subject to this Section 12.04, a “Tag-Along Sale”), the Member(s) desiring to effect such Tag-Along Sale (the”Selling Unitholders”) shall give, at At least 30 20 days prior to any such Tag-Along Transfer of any Units by any Unitholder (in each case other than one or more Transfers (i) pursuant to a reorganization into a Successor pursuant to Section 9.10, (ii) that are Exempt Transfers, (iii) in a Public Sale, Notice (iv) of Incentive Units to Holdings LLC, any Investor or any of their assignees pursuant to the terms of any Equity Agreement, and (v) in the case of any Unitholder other than a Summit Investor or holder of Summit Equity, to Holdings LLC or any of its Subsidiaries other than in connection with a Sale of Holdings LLC) after complying with such Unitholder’s obligations pursuant to Section 9.2 (if any), each Unitholder making such Transfer (the “Transferring Unitholder”) shall deliver a written notice (the “Sale Notice”) to Holdings LLC and to the other Investors (it being understood that, in the case of an indirect Transfer, the Transferring Unitholder shall be deemed to be the holder of the Units that are being indirectly Transferred), specifying in reasonable detail the identity of the prospective Transferee(s), the number and class of Units to be Transferred and the material terms and conditions of the Transfer (including the “Tag-Along Sale Notice”) to the Company, and the Company shall promptly forward the Tag-Along Sale Notice to price that will reflect each Member that is not a Selling Unitholder (the “Tag-Along Rights Holders”Unit’s Pro Rata Share). The Tag-Along Rights Holders other Investors may irrevocably elect to participate in such Tag-Along Sale the contemplated Transfer by giving delivering written notice of such irrevocable election to the Company Transferring Unitholder within 10 15 days after delivery of the Tag-Along Sale Notice Notice; provided that (A) to the extent any participating Unitholder holds the same class or series of securities, such Members delivering participating Unitholder shall first be required to sell the same classes and series of securities as the Transferring Unitholder is Transferring, and (B) to the extent such notice participating Unitholder does not hold the same class or series of election securities, such participating Unitholder shall first be required to sell the class and series of securities nearest in accordance with this Section 12.04, collectively, rights and preferences thereto (as reasonably determined by the “Electing Unitholders”Board), and the Company shall promptly (and in any event no later than 3 days after receipt) deliver such elections to the Selling Unitholder; provided, however, that no Electing Unitholder shall be entitled to transfer unvested Units pursuant to this Section 12.04. Each Selling Unitholder and Electing Unitholder shall be permitted to Transfer in such Tag-Along Sale up to the number of Units (collectively, the “Tag-Along Units”) equal to the aggregate number of Units to be Transferred in such Tag-Along Sale (as specified in the Tag-Along Sale Notice) multiplied by a fraction, the numerator of which is the aggregate number of Units held by such Selling Unitholder or Electing Unitholder, as applicable, and the denominator of which is the total number of Units then outstanding. In the event an Electing Unitholder elects to sell in any such Tag-Along Sale a lesser number of Tag-Along Units than such Electing Unitholder is entitled to sell hereunder, the Selling Unitholder shall have the right to sell an additional number of Tag-Along Units in such Tag-Along Sale equal to the number that such Electing Unitholder has elected not to sell. Each Selling Unitholder and Electing Unitholder shall Transfer its Membership Interests each case on the same terms and conditions; provided, however, conditions and in the same proportion that the Transferring Unitholder is so Transferring. Such participation (as a share of total proceeds) shall be based upon the Pro Rata Share represented by the Units held by each Tag-Along Unit shall receive a price per Tag-Along Unit equal Investor relative to the amount that such Tag-Along Unit would receive pursuant to Section 7.02 assuming for this purpose that the only Membership Interests outstanding are the Tag-Along Pro Rata Shares of all Units held by the Selling Unitholders and Investors participating in such Transfer (including the Electing Unitholders and that the aggregate consideration paid in respect of such Tag-Along Units is distributed pursuant to Section 7.02Transferring Unitholder). If the Tag-Along Rights Holders have not no Investor has elected to participate in the contemplated Transfer (through Notice notice to such effect or expiration of the 1015-day period after delivery of the Tag-Along Sale Notice), then the Selling Unitholders Transferring Unitholder may Transfer the Units specified in the Tag-Along Sale Notice at a price and on other material terms no more favorable in the aggregate to the Transferor(sTransferee(s) thereof than specified in the Tag-Along Sale Notice during the 18060-day period beginning with immediately following the delivery of the Tag-Along Sale NoticeAuthorization Date. Any Selling UnitholderTransferor’s Units not Transferred during within such 18060-day period shall again be subject to the provisions of this Section 12.04 upon 9.3 prior to any subsequent Transfer Event. Radiopharm Ventures, LLC 22Transfer.

Participation Right. Following (and subject to) compliance with the provisions of Sections 11 and 12.01, in the event that any Member desires to execute a Transfer Event described in paragraph (eeee)(i) of Schedule A (any such transaction subject to this Section 12.04, a “Tag-Along Sale”), the Member(s) desiring to effect such Tag-Along Sale (the”Selling Unitholders”) shall give, at At least 30 20 days prior to any Transfer of any Stockholder Shares by any Stockholder (other than an Exempt Transfer), each Stockholder making such Tag-Along SaleTransfer (the “Transferring Stockholder”) shall deliver a written notice (the “Sale Notice”) to the Company and the other holders of Stockholder Shares who have not elected to purchase Offered Shares pursuant to Section 4B,, Notice specifying in reasonable detail the identity of the prospective Transferee(s), the number and class of Units Stockholder Shares to be Transferred and the material terms and conditions of the Transfer (including the “Tag-Along Sale Notice”) to the Company, and the Company shall promptly forward the Tag-Along Sale Notice to price which will reflect each Member that is not a Selling Unitholder (the “Tag-Along Rights Holders”Stockholder Share’s Pro Rata Share). The Tag-Along Rights Holders Such other holders of Stockholder Shares may irrevocably elect to participate in such Tag-Along Sale the contemplated Transfer by giving delivering written notice of such irrevocable election to the Company Transferring Stockholder within 10 15 days after delivery of the Tag-Along Sale Notice (such Members delivering such notice Notice; provided that if the Transferring Stockholder is selling a strip of election in accordance with this Section 12.04securities, collectively, the “Electing Unitholders”), and the Company shall promptly (and in then any event no later than 3 days after receipt) deliver such elections to the Selling Unitholder; provided, however, that no Electing Unitholder participating Stockholder shall be entitled to transfer unvested Units pursuant to this Section 12.04. Each Selling Unitholder and Electing Unitholder shall be permitted to Transfer in such Tag-Along Sale up to the number of Units (collectively, the “Tag-Along Units”) equal to the aggregate number of Units to be Transferred in such Tag-Along Sale (as specified in the Tag-Along Sale Notice) multiplied by a fraction, the numerator of which is the aggregate number of Units held by such Selling Unitholder or Electing Unitholder, as applicable, and the denominator of which is the total number of Units then outstanding. In the event an Electing Unitholder elects required to sell in any such Tag-Along Sale a lesser number the same strip of Tag-Along Units than such Electing Unitholder is entitled to sell hereunder, the Selling Unitholder shall have the right to sell an additional number of Tag-Along Units in such Tag-Along Sale equal to the number that such Electing Unitholder has elected not to sell. Each Selling Unitholder and Electing Unitholder shall Transfer its Membership Interests securities (on the same terms and conditions; providedconditions and in the same proportion) that the Transferring Stockholder is so Transferring, however, that each Tag-Along Unit shall receive a price per Tag-Along Unit equal to the amount that extent possible. Such participation shall be based upon the Pro Rata Share represented by the Stockholder Shares requested to be included by each such Tag-Along Unit would receive pursuant holder relative to Section 7.02 assuming for this purpose that the only Membership Interests outstanding are the Tag-Along Units Pro Rata Share of all Stockholder Shares held by the Selling Unitholders and holders participating in such Transfer (including the Electing Unitholders and that the aggregate consideration paid in respect of such Tag-Along Units is distributed pursuant to Section 7.02Transferring Stockholder). If the Tag-Along Rights Holders have not no other holder of Stockholder Shares has elected to participate in the contemplated Transfer (through Notice notice to such effect or expiration of the 1015-day period after delivery of the Tag-Along Sale Notice), then the Selling Unitholders Transferring Stockholder may Transfer the Units Stockholder Shares specified in the Tag-Along Sale Notice at a price and on other material terms no more favorable in the aggregate to the Transferor(sTransferee(s) thereof than specified in the Tag-Along Sale Notice Notice, during the 18060-day period beginning with immediately following the delivery of the Tag-Along Sale NoticeAuthorization Date. Any Selling UnitholderTransferring Stockholder’s Units Stockholder Shares not Transferred during within such 18060-day period shall be subject to the provisions of this Section 12.04 upon any subsequent Transfer Event. Radiopharm Ventures, LLC 22S▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

Participation Right. Following (Tag-Along Rights) on Transfers by Qualified Investors to other Qualified Investors. (i) In connection with any Transfer by a Qualified Investor to a Permitted Transferee, if such Transfer is to a Permitted Transferee that is a Qualified Investor that is not a Qualified Affiliate of the transferring Qualified Investor (and subject to) compliance with the provisions of Sections 11 and 12.01, in the event that any Member desires to execute other than a Transfer Event described pursuant to a Drag-Along Sale or a Transfer to the Grupo VAC Investors pursuant to Section 5(g)), then (A) the other Qualified Investors shall have the right to participate in paragraph (eeee)(i) of Schedule A (any such transaction subject Transfer pursuant to this Section 12.045(l), a “(B) such transferring Qualified Investor shall deliver written notice thereof (the "Special Tag-Along Sale”)Right Notice") to the Secretary of the Board, and (C) the Member(sSecretary of the Board shall then promptly (but in any event within 5 (five) desiring days) deliver to effect the other Qualified Investors, at the registered addresses of such Qualified Investor on file with the Company, such Special Tag-Along Sale (the”Selling Unitholders”) shall giveRight Notice, at least 30 days prior to any such Tag-Along Sale, Notice specifying in reasonable detail the identity of the prospective Transferee(s), disclosing the number of Units Shares to be Transferred and Transferred, the material proposed price, terms and conditions of the Transfer (including, without limitation, a description of any expense, escrow, holdback, earn-out, indemnity or similar obligations to which the “participating Securityholders shall be responsible) and the identity of the prospective transferee(s). (ii) All Qualified Investors may elect to participate on a pro rata basis (based on the number of Shares) in the contemplated Transfer described in the Special Tag-Along Sale Notice”) to the Company, and the Company shall promptly forward the Tag-Along Sale Right Notice to each Member that is not a Selling Unitholder (the “Tag-Along Rights Holders”). The Tag-Along Rights Holders may irrevocably elect to participate in such Tag-Along Sale by giving written notice of such irrevocable election to the Company transferring Qualified Investor within 10 20 (twenty) days after delivery of the Special Tag-Along Sale Right Notice (such Members delivering such notice of election in accordance with this Section 12.04, collectively, the “Electing Unitholders”), and to the Company shall promptly (and the "Special Tag-Along Window"). Each such Qualified Investor may participate in any event no later than 3 days after receiptthe contemplated Transfer at the same price and, subject to clause (vi) deliver such elections to below, on the Selling Unitholdersame terms specified in the Special Tag-Along Right Notice; provided, however, that no Electing Unitholder if a Qualified Investor holds more than 1 (one) class or series of Shares, such Qualified Investor's rights under this Section 5(l) to participate in such Transfer shall be entitled allocated proportionately among all of the Shares owned by such Qualified Investor (e.g. if a Transfer pursuant to transfer unvested Units a Special Tag-Along-Right Notice is contemplated, a Qualified Investor holding 1,000 Series B Shares and 1,000 Series N Shares would be required to Transfer an equal number of both Series B and Series N Shares). The failure to deliver notice electing to participate within a Special Tag-Along Window shall be deemed an automatic and complete waiver of all rights to participate in such Transfer pursuant to this Section 12.04. Each Selling Unitholder and Electing Unitholder shall be permitted to Transfer in such Tag-Along Sale up to the number of Units 5(l). (collectively, the “Tag-Along Units”iii) equal to the aggregate number of Units to be Transferred in such Tag-Along Sale (as specified in the Tag-Along Sale Notice) multiplied by a fraction, the numerator of which is the aggregate number of Units held by such Selling Unitholder or Electing Unitholder, as applicable, and the denominator of which is the total number of Units then outstanding. In the event an Electing Unitholder If no Qualified Investor elects to sell in any such Tag-Along Sale a lesser number of Tag-Along Units than such Electing Unitholder is entitled to sell hereunder, the Selling Unitholder shall have the right to sell an additional number of Tag-Along Units in such Tag-Along Sale equal to the number that such Electing Unitholder has elected not to sell. Each Selling Unitholder and Electing Unitholder shall Transfer its Membership Interests on the same terms and conditions; provided, however, that each Tag-Along Unit shall receive a price per Tag-Along Unit equal to the amount that such Tag-Along Unit would receive pursuant to Section 7.02 assuming for this purpose that the only Membership Interests outstanding are the Tag-Along Units held by the Selling Unitholders and the Electing Unitholders and that the aggregate consideration paid in respect of such Tag-Along Units is distributed pursuant to Section 7.02. If the Tag-Along Rights Holders have not elected to participate in the contemplated Transfer (through Notice either by giving notice to such effect or failing to give notice within the Special Tag-Along Window), then, pursuant to and on the terms substantially as described in the Special Tag-Along Right Notice, the transferring Qualified Investor may Transfer such Shares to the other Qualified Investor(s) specified in the Special Tag-Along Right Notice for a period equal to 120 days after the expiration of the 10Special Tag-Along Window; provided, however, that there will be an automatic 60-day extension of such 120-day period after delivery of to the extent that regulatory approvals for a Transfer have not been obtained within such original 120-day period. If the transferring Qualified Investor fails to Transfer such Shares to such other Qualified Investor as described in the Special Tag-Along Sale Notice)Notice within such applicable period, then the Selling Unitholders may transferring Qualified Investor shall not Transfer the Units specified in the Tag-Along Sale Notice at a price and on other material terms no more favorable in the aggregate such Shares to the Transferor(s) thereof than specified in the Tag-Along Sale Notice during the 180-day period beginning such Qualified Investor without again complying with the delivery of the Tag-Along Sale Notice. Any Selling Unitholder’s Units not Transferred during such 180-day period shall be subject to the provisions of this Section 12.04 upon 5(l). (iv) No transferring Qualified Investor shall Transfer any subsequent of its Shares to another Qualified Investor that is not a Qualified Affiliate of the transferring Qualified Investor if such prospective transferee declines to allow the participation of the other Qualified Investors on the terms provided in this Section 5(l), unless and only to the extent that the prospective transferee may not hold such other Qualified Investors' Shares because of ownership restrictions on such Shares imposed by the Company Bylaws or applicable Mexican law. (v) The right of each Qualified Investor to participate in a Transfer Eventpursuant to this Section 5(l) is subject to such Qualified Investor's satisfaction of the same conditions set forth in Section 5(e)(v) for participation in a Transfer under Section 5(e) (i.e., the same limitations on the representations and warranties, indemnification obligations, execution of ancillary documents, etc. Radiopharm Ventureswill apply to the participating Qualified Investors). (vi) To the extent that a Qualified Investor holds Shares subject to restrictions on ownership pursuant to the Company Bylaws or applicable Mexican law (e.g., LLC 22Series A Shares may only be owned by Mexicans), such Qualified Investor will only be eligible to Transfer such restricted Shares pursuant to this Section 5(l) to purchasers who are eligible to own such restricted Shares.

Participation Right. Following (a) Subject to the limitations and subject to) compliance with exceptions set forth herein, if the provisions of Sections 11 and 12.01, in the event that any Member desires to execute a Transfer Event described in paragraph (eeee)(i) of Schedule A (any such transaction subject to this Section 12.04, a “Tag-Along Sale”), the Managing Member(s) desiring shall determine to effect such Tag-Along Sale allow a Third Party to contribute capital to the Company and become a Member thereof (the”Selling Unitholders”) shall givea "Third Party Contribution"), at least 30 ten (10) days prior to any such Tag-Along Sale, Notice specifying in reasonable detail the identity of the prospective Transferee(s)proposed Third Party Contribution to which a participation right applies as aforesaid, the number Company shall give to each then Executive Member a written notice of Units such proposed Third Party Contribution, together with particulars thereof, including the proposed amount and form of consideration to be Transferred paid for such Membership Interest by the Third Party and the material terms and conditions of payment, and, in such notice, the Transfer Company shall offer to each then Executive Member, subject to consummation of such proposed contribution, for twenty (20) days commencing on the “Taggiving of such notice, at the same price per one percentage point unit of Percentage Interest and on the same terms and conditions, the opportunity to purchase from the Company all or a portion of that Membership Interest as would, if such participation right were exercised, preserve the Percentage Interest of such Executive Member. Anything contained herein to the contrary notwithstanding, the written notice of the proposed Third Party Contribution to which a participation right applies as aforesaid need not be given prior to such proposed Third Party Contribution so long as such offer is sent within five (5) days thereafter and remains open for a twenty (20) day period from receipt thereof. (b) If an Executive Member elects to accept such offer, such Executive Member shall so signify by written notice to the Managing Member(s) given within such ten-Along Sale Notice”day period, indicating the portion of the Membership Interest offered in consideration for the proposed Third Party Contribution which such Executive Member elects to purchase, and deliver the purchase price to the Company upon or within ten (10) days after the proposed closing date of the Third Party Contribution. If the amount of the proposed Third Party Contribution or any of the price or the material terms or conditions thereof is changed, the Company shall notify each then Executive Member of any such change and such Executive Member shall have the later to expire of five (5) days after such Executive Member's receipt of such notice of change or twenty (20) days after receipt of the initial offer within which to accept the initial offer as so changed or to rescind or modify such Executive Member's prior acceptance. (c) The provisions of this Section 5.3 shall not be applicable to the sale or issuance by the Company of (i) Membership Interests and other securities of the Company issued or issuable upon conversion or exercise of any interests, securities, options or rights theretofore sold, issued or granted by the Company, and (ii) Membership Interests or other securities issued pursuant to a merger, consolidation or reorganization of the Company, (iii) Membership Interests or other securities of the Company shall promptly forward issued for consideration other than cash, (iv) subject to the Tag-Along Sale Notice provisions of Section 3.4(b) hereof, Membership Interests or options, warrants or like securities, granted or issued to each Member that is not a Selling Unitholder (the “Tag-Along Rights Holders”). The Tag-Along Rights Holders may irrevocably elect to participate in such Tag-Along Sale by giving written notice employees of such irrevocable election or consultants to the Company within 10 days after delivery (or any subsidiary thereof) reflecting the allocation of the Tag-Along Sale Notice (such Members delivering such notice of election in accordance with this Section 12.04, collectively, the “Electing Unitholders”), and the Company shall promptly (and in any event no later than 3 days after receipt) deliver such elections to the Selling Unitholder; provided, however, that no Electing Unitholder shall be entitled to transfer unvested Units pursuant to this Section 12.04. Each Selling Unitholder and Electing Unitholder shall be permitted to Transfer in such Tag-Along Sale up to the a number of Units (collectively, the “Tag-Along Units”) equal to the aggregate number not exceeding 10% of Units to be Transferred in such Tag-Along Sale (as specified in the Tag-Along Sale Notice) multiplied by a fraction, the numerator of which is the aggregate number of Units held by such Selling Unitholder or Electing Unitholder, as applicable, and the denominator of which is the total number of Units then outstanding. In the event an Electing Unitholder elects allocated to sell in any such Tag-Along Sale a lesser number of Tag-Along Units than such Electing Unitholder is entitled to sell hereunderall Members, the Selling Unitholder shall have the right to sell an additional number of Tag-Along Units in such Tag-Along Sale equal to the number that such Electing Unitholder has elected not to sell. Each Selling Unitholder and Electing Unitholder shall Transfer its (v) Membership Interests on or other securities issued in connection with any split or combination or reclassification of the same terms and conditions; provided, however, that each Tag-Along Unit shall receive a price per Tag-Along Unit equal to the amount that such Tag-Along Unit would receive pursuant to Section 7.02 assuming for this purpose that the only Membership Interests outstanding are the Tag-Along Units held by the Selling Unitholders and the Electing Unitholders and that the aggregate consideration paid in respect of such Tag-Along Units is distributed pursuant to Section 7.02. If the Tag-Along Rights Holders have not elected to participate in the contemplated Transfer (through Notice to such effect or expiration other securities of the 10-day period after delivery of the Tag-Along Sale Notice)Company not affecting relative equity interests, then the Selling Unitholders may Transfer the Units specified or (vi) securities issued in the Tag-Along Sale Notice at a price and on other material terms no more favorable in the aggregate to the Transferor(s) thereof than specified in the Tag-Along Sale Notice during the 180-day period beginning connection with the delivery of the Tag-Along Sale Notice. Any Selling Unitholder’s Units not Transferred during such 180-day period shall be subject to the provisions of this Section 12.04 upon any subsequent Transfer Event. Radiopharm Ventures, LLC 22an Initial Public Offering.

Participation Right. Following (Subject to the terms and subject to) compliance with the provisions of Sections 11 conditions specified in this Section 3.1, and 12.01applicable securities laws, in the event the Company proposes to offer or sell in a transaction or series of related transactions New Securities in an amount that any Member desires to execute a Transfer Event described in paragraph exceeds one percent (eeee)(i1%) of Schedule A the Company’s outstanding shares of Common Stock on the date of issuance (any such transaction subject to this Section 12.04, or the date of first issuance in connection with a “Tag-Along Sale”series of related transactions), the Member(sCompany shall first make an offering of such New Securities to the Holders in accordance with the following provisions of this Section 3.1. (a) desiring to effect such Tag-Along Sale The Company shall deliver a written notice (the”Selling Unitholdersthe “Offer Notice”) shall give, to each Holder at least 30 fourteen (14) days prior to any such Tag-Along Saleoffering or sale of New Securities, Notice specifying in reasonable detail the identity of the prospective Transferee(s)stating (i) its bona fide intention to offer such New Securities, (ii) the number of Units such New Securities to be Transferred offered, and (iii) the material terms price and conditions terms, if any, upon which it proposes to offer such New Securities. (b) By written notification received by the Company, within fourteen (14) calendar days after receipt by Holders of the Transfer Offer Notice, any Holder may elect to purchase or obtain, at the price and on the terms specified in the Offer Notice, up to that portion of the New Securities which equals the proportion that the number of Registrable Securities then held by the Holder (or then issuable to such Holder upon conversion or exercise of Notes and Warrants, as the case may be) bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible or exercisable securities). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or obtained as provided in Section 3.1(b) hereof, the Company may, during the one hundred and twenty (120) day period following the expiration of the period provided in Section 3.1(b) hereof, offer the remaining unsubscribed portion of such New Securities (collectively, the “Tag-Along Sale NoticeRefused Securities”) to the Companyany person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company shall promptly forward does not enter into an agreement for the Tag-Along Sale Notice to each Member that sale of the New Securities within such period, or if such agreement is not a Selling Unitholder consummated within thirty (30) days of the “Tag-Along Rights Holders”). The Tag-Along Rights Holders may irrevocably elect execution thereof, the right provided hereunder shall be deemed to participate in be revived and such Tag-Along Sale by giving written notice of such irrevocable election New Securities shall not be offered unless first reoffered to the Company within 10 days after delivery of the Tag-Along Sale Notice (such Members delivering such notice of election Holders in accordance with this Section 12.043.1. (d) The participation right in this Section 3.1 shall not be applicable to: (i) shares of Common Stock or options or other rights to acquire such Common Stock issued to employees, collectivelyconsultants, officers or directors of the Company pursuant to any stock option plan or compensatory arrangement approved by the Board; (ii) shares of Common Stock issued by the Company in a firm commitment underwritten public offering pursuant to a registration under the Securities Act of 1933, as amended; (iii) the issuance of securities pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of all or substantially all the assets or other reorganization whereby the Company will own greater than 50% of the voting power of such business entity or business segment of any such entity, if such issuance is approved by the Board; (iv) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; (v) securities issued in the future in connection with the transactions contemplated by the Loan Agreement, or (vi) securities issued upon exercise or conversion of any option, warrant, right or convertible security outstanding as of the date hereof. (e) In lieu of complying with the provisions of this Section 3.1, the “Electing Unitholders”), and the Company shall promptly may elect to give notice to a Holder within thirty (and in any event no later than 3 30) days after receiptthe issuance or first offer of New Securities. Such notice shall describe the type, price and terms of the New Securities. The Holder shall have fourteen (14) deliver days from the date of receipt of such elections notice to the Selling Unitholder; provided, however, that no Electing Unitholder shall be entitled elect to transfer unvested Units pursuant to this Section 12.04. Each Selling Unitholder and Electing Unitholder shall be permitted to Transfer in such Tag-Along Sale purchase up to the number of Units (collectivelyNew Securities that would, if purchased by the “Tag-Along Units”Holder, maintain such Holder’s percentage ownership position, calculated as set forth in Section 3.1(b) equal prior to giving effect to the aggregate number issuance of Units to be Transferred in such Tag-Along Sale New Securities. The closing of such sale shall occur within thirty (as specified in 30) days of the Tag-Along Sale Notice) multiplied by a fraction, the numerator date of which is the aggregate number of Units held by such Selling Unitholder or Electing Unitholder, as applicable, and the denominator of which is the total number of Units then outstanding. In the event an Electing Unitholder elects to sell in any such Tag-Along Sale a lesser number of Tag-Along Units than such Electing Unitholder is entitled to sell hereunder, the Selling Unitholder shall have the right to sell an additional number of Tag-Along Units in such Tag-Along Sale equal notice to the number that such Electing Unitholder has elected not to sell. Each Selling Unitholder and Electing Unitholder shall Transfer its Membership Interests on the same terms and conditions; provided, however, that each Tag-Along Unit shall receive a price per Tag-Along Unit equal to the amount that such Tag-Along Unit would receive pursuant to Section 7.02 assuming for this purpose that the only Membership Interests outstanding are the Tag-Along Units held by the Selling Unitholders and the Electing Unitholders and that the aggregate consideration paid in respect of such Tag-Along Units is distributed pursuant to Section 7.02. If the Tag-Along Rights Holders have not elected to participate in the contemplated Transfer (through Notice to such effect or expiration of the 10-day period after delivery of the Tag-Along Sale Notice), then the Selling Unitholders may Transfer the Units specified in the Tag-Along Sale Notice at a price and on other material terms no more favorable in the aggregate to the Transferor(s) thereof than specified in the Tag-Along Sale Notice during the 180-day period beginning with the delivery of the Tag-Along Sale Notice. Any Selling Unitholder’s Units not Transferred during such 180-day period shall be subject to the provisions of this Section 12.04 upon any subsequent Transfer Event. Radiopharm Ventures, LLC 22Holder.

Participation Right. Following Except for Transfers that are Exempt Transfers (and subject to) compliance with the provisions of Sections 11 and 12.01, in the event that any Member desires other than pursuant to execute a Transfer Event described in paragraph (eeee)(i) of Schedule A (any such transaction subject to this Section 12.04, a “Tag-Along Sale”9.1(d), the Member(s) desiring to effect such Tag-Along Sale (the”Selling Unitholders”) shall give), at least 30 fifteen (15) days prior to any Transfer by any holder of Founder Equity of any Units in connection with (i) a Sale of the Company or (i) a sale of Units constituting more than fifteen percent (15%) of such Tag-Along Saleholder’s Units, Notice each such Person making such Transfer (the “Transferring Unitholder”), shall deliver a written notice (the “Sale Notice”) to the Company and to the other Members (other than the Management Members with respect to Management Incentive Units) (the “Other Members”), specifying in reasonable detail the identity of the prospective Transferee(s), the number and class of Units to be Transferred and the material terms and conditions of the Transfer (the “Tag-Along Sale Notice”) to the Company, and the Company shall promptly forward the Tag-Along Sale Notice to each Member that is not a Selling Unitholder (the “Tag-Along Rights Holders”)Transfer. The Tag-Along Rights Holders Other Members which hold the same class of Units may irrevocably elect to participate in such Tag-Along Sale the contemplated Transfer with Units of the same class by giving delivering written notice of such irrevocable election to the Company Transferring Unitholder within 10 ten (10) days after delivery of the Tag-Along Sale Notice (such Members delivering such notice of election in accordance with this Section 12.04, collectively, Notice. Such participation shall be based upon the “Electing Unitholders”), and Pro Rata Share represented by the Company shall promptly (and in any event no later than 3 days after receipt) deliver such elections Units requested to be included by each Unitholder relative to the Selling Pro Rata Share of all Units held by the Unitholders participating in such Transfer (including the Transferring Unitholder); provided, however, provided that no Electing Unitholder Other Member shall be entitled to transfer unvested Transfer Unvested Units pursuant to this Section 12.04. Each Selling Unitholder and Electing Unitholder shall be permitted to Transfer in such Tag-Along Sale up to the number of Units (collectively, the “Tag-Along Units”) equal to the aggregate number of Units to be Transferred in such Tag-Along Sale (as specified in the Tag-Along Sale Notice) multiplied by a fraction, the numerator of which is the aggregate number of Units held by such Selling Unitholder or Electing Unitholder, as applicable, and the denominator of which is the total number of Units then outstanding. In the event an Electing Unitholder elects to sell in any such Tag-Along Sale a lesser number of Tag-Along Units than such Electing Unitholder is entitled to sell hereunder, the Selling Unitholder shall have the right to sell an additional number of Tag-Along Units in such Tag-Along Sale equal to the number that such Electing Unitholder has elected not to sell. Each Selling Unitholder and Electing Unitholder shall Transfer its Membership Interests on the same terms and conditions; provided, however, that each Tag-Along Unit shall receive a price per Tag-Along Unit equal to the amount that such Tag-Along Unit would receive pursuant to Section 7.02 assuming for this purpose that the only Membership Interests outstanding are the Tag-Along Units held by the Selling Unitholders and the Electing Unitholders and that the aggregate consideration paid in respect of such Tag-Along Units is distributed pursuant to Section 7.029.2. If the Tag-Along Rights Holders Other Members have not elected to participate in the contemplated Transfer (through Notice notice to such effect or expiration of the ten (10-) day period after delivery of the Tag-Along Sale Notice), then the Selling Unitholders Transferring Unitholder may Transfer the Units specified in the Tag-Along Sale Notice at a price and on other material terms no more favorable in the aggregate to the Transferor(sTransferee(s) thereof than specified in the Tag-Along Sale Notice during the one hundred eighty (180-) day period beginning with immediately following the date of the delivery of the Tag-Along Sale Notice. Any Selling Transferring Unitholder’s 's Units not Transferred during within such one hundred eighty (180-) day period shall be subject to the provisions of this Section 12.04 9.2 upon any subsequent Transfer EventTransfer. Radiopharm Ventures, LLC 22[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Participation Right. Following Except for Transfers (and subject toi) compliance with the provisions of Sections 11 and 12.01pursuant to Section 9.4 or Section 10.1, (ii) to a Permitted Transferee or (iii) among Significant Interest Holders, in the event that one or more Significant Interest Holders (individually and collectively, the “Tag Along Selling Member”) desire to Transfer Membership Interests [or other Equity Securities] representing more than [40]% of the then outstanding Membership Interests or other Equity Securities (the “Tag Along Securities”) to any Member desires to execute Transferee in any transaction or a Transfer Event described in paragraph (eeee)(i) related series of Schedule A transactions (any such transaction subject to this Section 12.049.3(a), a “Tag-Tag Along Sale”), then such Tag Along Selling Member shall give NGR Management written notice (the Member(s) desiring to effect such Tag-“Tag Along Sale (the”Selling UnitholdersNotice”) shall give, at least 30 days prior to any such Tag-Along Sale, Notice specifying in reasonable detail the material terms and conditions of the Tag Along Sale, including the identity of the prospective Transferee(s), the number and class of Units Tag Along Securities to be Transferred and the material proposed amount and form of consideration to be paid in connection with such Tag Along Sale. Within [two (2)] Business Days after receipt of the Tag Along Sale Notice, NGR Management shall deliver the Tag Along Sale Notice (together with a statement as to the total number of outstanding Vested Membership Interests (and other Equity Securities that have vested, or are not subject to vesting, in accordance with the terms of the applicable Equity Agreement pursuant to which they were issued) held by the Tag Along Selling Member and all of the Tag Along Rights Holders) to each Member (other than the Tag Along Selling Member and any Management Investor) that has agreed in writing to be bound by the terms and conditions of the Transfer this Agreement (the “Tag-Along Sale Notice”) to the Company, and the Company shall promptly forward the Tag-Along Sale Notice to each Member that is not a Selling Unitholder (the “Tag-Tag Along Rights Holders”). The Tag-Each Tag Along Rights Holders Holder may irrevocably elect to participate sell in such Tag-Tag Along Sale, up to an aggregate amount of Membership Interests and/or Equity Securities equal to the product of (x) the number of Tag Along Securities proposed to be sold in the contemplated Tag Along Sale and (y) a fraction, the numerator of which is the number of Vested Membership Interests (and other Equity Securities that have vested, or are not subject to vesting, in accordance with the terms of the applicable Equity Agreement pursuant to which they were issued) held by such Tag Along Rights Holder, and the denominator of which is the total number of outstanding Vested Membership Interests (and other Equity Securities that have vested, or are not subject to vesting, in accordance with the terms of the applicable Equity Agreement pursuant to which they were issued) held by the Tag Along Selling Member and all of the Tag Along Rights Holders, by giving written notice of such irrevocable election to NGR Management within [ ]15 days of receipt by such Tag Along Rights HoldersHolder of the Company Tag Along Sale Notice (which notice NGR Management will promptly deliver to the Tag Along Selling Member within 10 [15] days after delivery of the Tag-Tag Along Sale Notice to the Tag Along Rights Holders by NGR Management (the “Tag Expiration Date”) (such Members delivering such notice of election in accordance with this Section 12.049.39.2(a), collectively, the “Electing UnitholdersMembers”), and the Company shall promptly (and in any event no later than 3 days after receipt) deliver such elections to the Selling Unitholder; provided, however, that no Electing Unitholder shall be entitled to transfer unvested Units pursuant to this Section 12.04. Each Selling Unitholder and Electing Unitholder shall be permitted to Transfer in such Tag-Along Sale up to the number of Units (collectively, the “Tag-Along Units”) equal to the aggregate number of Units to be Transferred in such Tag-Along Sale (as specified in the Tag-Along Sale Notice) multiplied by a fraction, the numerator of which is the aggregate number of Units held by such Selling Unitholder or Electing Unitholder, as applicable, and the denominator of which is the total number of Units then outstanding. In the event an Electing Unitholder elects to sell in any such Tag-Along Sale a lesser number of Tag-Along Units than such Electing Unitholder is entitled to sell hereunder, the Selling Unitholder shall have the right to sell an additional number of Tag-Along Units in such Tag-Along Sale equal to the number that such Electing Unitholder has elected not to sell. Each Selling Unitholder and Electing Unitholder shall Transfer its Membership Interests on the same terms and conditions; provided, however, that each Tag-Along Unit shall receive a price per Tag-Along Unit equal to the amount that such Tag-Along Unit would receive pursuant to Section 7.02 assuming for this purpose that the only Membership Interests outstanding are the Tag-Along Units held by the Selling Unitholders and the Electing Unitholders and that the aggregate consideration paid in respect of such Tag-Along Units is distributed pursuant to Section 7.02. If the Tag-Along Rights Holders have not elected to participate in the contemplated Transfer (through Notice to such effect or expiration of the 10-day period after delivery of the Tag-Along Sale Notice), then the Selling Unitholders may Transfer the Units specified in the Tag-Along Sale Notice at a price and on other material terms no more favorable in the aggregate to the Transferor(s) thereof than specified in the Tag-Along Sale Notice during the 180-day period beginning with the delivery of the Tag-Along Sale Notice. Any Selling Unitholder’s Units not Transferred during such 180-day period shall be subject to the provisions of this Section 12.04 upon any subsequent Transfer Event. Radiopharm Ventures, LLC 22.

Participation Right. Following (and subject to) compliance with the provisions of Sections 11 and 12.01, in the event that any Member desires to execute a Transfer Event described in paragraph (eeee)(i) of Schedule A (any such transaction subject to this Section 12.04, a “Tag-Along Sale”), the Member(s) desiring to effect such Tag-Along Sale (the”Selling Unitholders”) shall give, at At least 30 20 days prior to any Transfer by any holder of Units (other than one or more Transfers (i) pursuant to a Corporate Conversion or (ii) that are Exempt Transfers (other than pursuant to Section 9.1(d)), each such Tag-Along SalePerson making such Transfer (the “Transferring Unitholder”), Notice shall deliver a written notice (the “Sale Notice”) to the Company and to the other Members (the “Other Members”), (i) specifying in reasonable detail the identity of the prospective Transferee(s), the number and class of Units to be Transferred Transferred, the purchase price of each Unit to be sold, the date that such proposed sale is expected to be consummated and the material other terms and conditions of the Transfer and (ii) have attached thereto, if available, an executed copy (or a substantially final draft copy) of the “Tag-Along Sale Notice”) agreement pursuant to which the Company, and the Company shall promptly forward the Tag-Along Sale Notice proposed Transfer is to each Member that is not a Selling Unitholder (the “Tag-Along Rights Holders”)be consummated. The Tag-Along Rights Holders Other Members may irrevocably elect to participate in such Tag-Along Sale the contemplated Transfer with Units by giving delivering written notice of such irrevocable election to the Company Transferring Unitholder within 10 days after delivery of the Tag-Along Sale Notice (such Members delivering such notice of election in accordance with this Section 12.04, collectively, Notice. Such participation shall be based upon the “Electing Unitholders”), and Pro Rata Share represented by the Company shall promptly (and in any event no later than 3 days after receipt) deliver such elections Units requested to be included by each Unitholder relative to the Selling Unitholder; provided, however, that no Electing Unitholder shall be entitled to transfer unvested Units pursuant to this Section 12.04. Each Selling Unitholder and Electing Unitholder shall be permitted to Transfer in such Tag-Along Sale up to the number Pro Rata Share of Units (collectively, the “Tag-Along Units”) equal to the aggregate number of Units to be Transferred in such Tag-Along Sale (as specified in the Tag-Along Sale Notice) multiplied by a fraction, the numerator of which is the aggregate number of Units held by such Selling Unitholder or Electing Unitholder, as applicable, and the denominator of which is the total number of Units then outstanding. In the event an Electing Unitholder elects to sell in any such Tag-Along Sale a lesser number of Tag-Along Units than such Electing Unitholder is entitled to sell hereunder, the Selling Unitholder shall have the right to sell an additional number of Tag-Along Units in such Tag-Along Sale equal to the number that such Electing Unitholder has elected not to sell. Each Selling Unitholder and Electing Unitholder shall Transfer its Membership Interests on the same terms and conditions; provided, however, that each Tag-Along Unit shall receive a price per Tag-Along Unit equal to the amount that such Tag-Along Unit would receive pursuant to Section 7.02 assuming for this purpose that the only Membership Interests outstanding are the Tag-Along all Units held by the Selling Unitholders and participating in such Transfer (including the Electing Unitholders and that the aggregate consideration paid in respect of such Tag-Along Units is distributed pursuant to Section 7.02Transferring Unitholder). If the Tag-Along Rights Holders Other Members have not elected to participate in the contemplated Transfer (through Notice notice to such effect or expiration of the 10-day period after delivery of the Tag-Along Sale Notice), then the Selling Unitholders Transferring Unitholder may Transfer the Units specified in the Tag-Along Sale Notice at a price and on other material terms no more favorable in the aggregate to the Transferor(sTransferee(s) thereof than specified in the Tag-Along Sale Notice during the 180120-day period beginning with immediately following the date of the delivery of the Tag-Along Sale Notice. Any Selling Transferring Unitholder’s Units not Transferred during within such 180120-day period shall be subject to the provisions of this Section 12.04 9.2 upon any subsequent Transfer Event. Radiopharm Ventures, LLC 22Transfer.

Participation Right. Following Except for Transfers (and subject toi) compliance with the provisions of Sections 11 and 12.01pursuant to Section 9.4 or Section 10.1, (ii) to a Permitted Transferee or (iii) among Significant Interest Holders, in the event that one or more Significant Interest Holders (individually and collectively, the “Tag Along Selling Member”) desire to Transfer Membership Interests or other Equity Securities representing more than [40]% of the then outstanding Membership Interests or other Equity Securities (the “Tag Along Securities”) to any Member desires to execute Transferee in any transaction or a Transfer Event described in paragraph (eeee)(i) related series of Schedule A transactions (any such transaction subject to this Section 12.049.3, a “Tag-Tag Along Sale”), then such Tag Along Selling Member shall give NGR Management written notice (the Member(s) desiring to effect such Tag-“Tag Along Sale (the”Selling UnitholdersNotice”) shall give, at least 30 days prior to any such Tag-Along Sale, Notice specifying in reasonable detail the material terms and conditions of the Tag Along Sale, including the identity of the prospective Transferee(s), the number and class of Units Tag Along Securities to be Transferred and the material proposed amount and form of consideration to be paid in connection with such Tag Along Sale. Within [two (2)] Business Days after receipt of the Tag Along Sale Notice, NGR Management shall deliver the Tag Along Sale Notice (together with a statement as to the total number of outstanding Vested Membership Interests (and other Equity Securities that have vested, or are not subject to vesting, in accordance with the terms of the applicable Equity Agreement pursuant to which they were issued) held by the Tag Along Selling Member and all of the Tag Along Rights Holders) to each Member (other than the Tag Along Selling Member and any Management Investor) that has agreed in writing to be bound by the terms and conditions of the Transfer this Agreement (the “Tag-Along Sale Notice”) to the Company, and the Company shall promptly forward the Tag-Along Sale Notice to each Member that is not a Selling Unitholder (the “Tag-Tag Along Rights Holders”). The Tag-Each Tag Along Rights Holders Holder may irrevocably elect to participate sell in such Tag-Tag Along Sale, up to an aggregate amount of Membership Interests and/or Equity Securities equal to the product of (x) the number of Tag Along Securities proposed to be sold in the contemplated Tag Along Sale and (y) a fraction, the numerator of which is the number of Vested Membership Interests (and other Equity Securities that have vested, or are not subject to vesting, in accordance with the terms of the applicable Equity Agreement pursuant to which they were issued) held by such Tag Along Rights Holder, and the denominator of which is the total number of outstanding Vested Membership Interests (and other Equity Securities that have vested, or are not subject to vesting, in accordance with the terms of the applicable Equity Agreement pursuant to which they were issued) held by the Tag Along Selling Member and all of the Tag Along Rights Holders, by giving written notice of such irrevocable election to NGR Management within [ ] days of receipt by such Tag Along Rights Holders of the Company Tag Along Sale Notice (which notice NGR Management will promptly deliver to the Tag Along Selling Member within 10 [15] days after delivery of the Tag-Tag Along Sale Notice to the Tag Along Rights Holders by NGR Management (such Members delivering such notice of election in accordance with this Section 12.049.3, collectively, the “Electing UnitholdersMembers”), and the Company shall promptly (and in any event no later than 3 days after receipt) deliver such elections to the Selling Unitholder; provided, however, that no Electing Unitholder shall be entitled to transfer unvested Units pursuant to this Section 12.04. Each Selling Unitholder and Electing Unitholder shall be permitted to Transfer in such Tag-Along Sale up to the number of Units (collectively, the “Tag-Along Units”) equal to the aggregate number of Units to be Transferred in such Tag-Along Sale (as specified in the Tag-Along Sale Notice) multiplied by a fraction, the numerator of which is the aggregate number of Units held by such Selling Unitholder or Electing Unitholder, as applicable, and the denominator of which is the total number of Units then outstanding. In the event an Electing Unitholder elects to sell in any such Tag-Along Sale a lesser number of Tag-Along Units than such Electing Unitholder is entitled to sell hereunder, the Selling Unitholder shall have the right to sell an additional number of Tag-Along Units in such Tag-Along Sale equal to the number that such Electing Unitholder has elected not to sell. Each Selling Unitholder and Electing Unitholder shall Transfer its Membership Interests on the same terms and conditions; provided, however, that each Tag-Along Unit shall receive a price per Tag-Along Unit equal to the amount that such Tag-Along Unit would receive pursuant to Section 7.02 assuming for this purpose that the only Membership Interests outstanding are the Tag-Along Units held by the Selling Unitholders and the Electing Unitholders and that the aggregate consideration paid in respect of such Tag-Along Units is distributed pursuant to Section 7.02. If the Tag-Along Rights Holders have not elected to participate in the contemplated Transfer (through Notice to such effect or expiration of the 10-day period after delivery of the Tag-Along Sale Notice), then the Selling Unitholders may Transfer the Units specified in the Tag-Along Sale Notice at a price and on other material terms no more favorable in the aggregate to the Transferor(s) thereof than specified in the Tag-Along Sale Notice during the 180-day period beginning with the delivery of the Tag-Along Sale Notice. Any Selling Unitholder’s Units not Transferred during such 180-day period shall be subject to the provisions of this Section 12.04 upon any subsequent Transfer Event. Radiopharm Ventures, LLC 22.

Participation Right. Following (and subject to) compliance with the provisions of Sections 11 and 12.01, in the event that any Member desires to execute a Transfer Event described in paragraph (eeee)(i) of Schedule A (any such transaction subject to this Section 12.04, a “Tag-Along Sale”), the Member(s) desiring to effect such Tag-Along Sale (the”Selling Unitholders”) shall give, at At least 30 15 days prior to any proposed transfer by a Holder hereunder of more than 1,000,000 shares of Registrable Securities (a "Transfer") (other than pursuant to a public sale or a Transfer of such Tag-Along Saleshares to the Company or to another Holder), Notice the Holder making such Transfer (the "Transferring Holder") shall deliver, a written notice (the "Sale Notice") to the Company and to each Major Investor (the "Other Holders"), specifying in reasonable detail the identity of the prospective Transferee(stransferee(s), the number of Units shares to be Transferred transferred and the material terms and conditions of the Transfer (the “Tag-Along Sale Notice”) to the Company, and the Company shall promptly forward the Tag-Along Sale Notice to each Member that is not a Selling Unitholder (the “Tag-Along Rights Holders”)Transfer. The Tag-Along Rights Other Holders may irrevocably elect to participate in such Tag-Along Sale by giving written notice of such irrevocable election to the Company within 10 days after delivery of the Tag-Along Sale Notice (such Members delivering such notice of election in accordance with this Section 12.04, collectively, the “Electing Unitholders”), and the Company shall promptly (and in any event no later than 3 days after receipt) deliver such elections to the Selling Unitholder; provided, however, that no Electing Unitholder shall be entitled to transfer unvested Units pursuant to this Section 12.04. Each Selling Unitholder and Electing Unitholder shall be permitted to Transfer in such Tag-Along Sale up to the number of Units (collectively, the “Tag-Along Units”) equal to the aggregate number of Units to be Transferred in such Tag-Along Sale (as specified in the Tag-Along Sale Notice) multiplied by a fraction, the numerator of which is the aggregate number of Units held by such Selling Unitholder or Electing Unitholder, as applicable, and the denominator of which is the total number of Units then outstanding. In the event an Electing Unitholder elects to sell in any such Tag-Along Sale a lesser number of Tag-Along Units than such Electing Unitholder is entitled to sell hereunder, the Selling Unitholder shall have the right to sell an additional number of Tag-Along Units in such Tag-Along Sale equal to the number that such Electing Unitholder has elected not to sell. Each Selling Unitholder and Electing Unitholder shall Transfer its Membership Interests on the same terms and conditions; provided, however, that each Tag-Along Unit shall receive a price per Tag-Along Unit equal to the amount that such Tag-Along Unit would receive pursuant to Section 7.02 assuming for this purpose that the only Membership Interests outstanding are the Tag-Along Units held by the Selling Unitholders and the Electing Unitholders and that the aggregate consideration paid in respect of such Tag-Along Units is distributed pursuant to Section 7.02. If the Tag-Along Rights Holders have not elected to participate in the contemplated Transfer (through Notice at the same price per share and on the same terms by delivering written notice to such effect or expiration of the 10-day period Transferring Holder within 15 days after delivery of the Tag-Along Sale Notice). If any Other Holders have elected to participate in, then such Transfer, the Selling Unitholders may Transfer the Units specified Transferring Holder and such Other Holders shall be entitled to sell in the Tag-Along Sale Notice contemplated Transfer, at a the same price and on other material terms no more favorable the same terms, a number of shares equal to the product of (i) the quotient determined by dividing the percentage of Registrable Securities owned by such person by the aggregate percentage of Registrable Securities owned by the Transferring Holder and the Other Holders participating in such sale and (ii) the number of Registrable Securities to be sold in the aggregate contemplated Transfer. Each Transferring Holder shall use best efforts to obtain the agreement of the prospective transferee(s) to the Transferor(s) thereof than specified participation of the Other Holders in any contemplated Transfer in the Tag-Along Sale Notice during contemplated Transfer, and no Transferring Holder shall transfer any of its Registrable Securities to any prospective transferee if such prospective transferee(s) declines to allow the 180-day period beginning with the delivery participation of the Tag-Along Sale NoticeOther Holders. Any Selling Unitholder’s Units not Transferred during Each Holder transferring Registrable Securities pursuant to this Section 2.4 shall pay its pro rata share (based on the number of Registrable Securities to be sold) of the expenses incurred by the Holders in connection with such 180-day period transfer and shall be subject obligated to join on a pro rata basis (based on the provisions number of this Section 12.04 upon Registrable Securities to be sold) in any subsequent indemnification or other obligations that the Transferring Holder agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Holder such as indemnification with respect to representations and warranties given by a Holder regarding such Holder's title to and ownership of Registrable Securities; provided that no Holder shall be obligated in connection with such Transfer Event. Radiopharm Ventures, LLC 22to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such Holder in connection with such Transfer).