Common use of Tag-Along Right Clause in Contracts

Tag-Along Right. (a) In the event that Synergy intends to effect a transaction that would constitute a Synergy Change in Control (a “Synergy Change in Control Transaction”), Synergy shall provide to Kingsland written notice of its intention to enter into such Synergy Change in Control Transaction which notice shall set forth the name and address of the Person with whom Synergy is entering into such Synergy Change in Control Transaction (the “Synergy Buyer”) and the value ascribed for the shares of Common Stock in connection with such Synergy Change in Control Transaction. Upon receipt of such notice, Kingsland shall have thirty (30) days to irrevocably elect to sell all but not less than all of the Kingsland Group’s shares of Common Stock (the “Tag-Along Shares”) to the Synergy Buyer or, if the Synergy Buyer fails to purchase such shares, Synergy. Failure by Kingsland to make an election pursuant to this Section 4.04(a) within the 30-day election period shall constitute an election to decline to sell pursuant to this Section 4.04(a). If Kingsland elects not to sell the Tag-Along Shares pursuant to this Section 4.04(a), the Synergy Buyer shall be required to execute and deliver an Accession Agreement that has the effect of making this Agreement a legal, valid and binding obligation of the Synergy Buyer enforceable against it in accordance with its terms. If Kingsland elects to sell the Tag-Along Shares pursuant to this Section 4.04(a) (the date on which Kingsland delivers notice to Synergy of such election, the “Kingsland Election Date”), (i) Synergy shall cause the Synergy Buyer to purchase all of the Tag-Along Shares at the closing of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason that the purchase of the Tag-Along Shares has not been completed is due to the ongoing valuation procedures in accordance with Section 4.04(b)(ii), the Synergy Buyer if the Synergy Buyer confirms in writing its obligation to make such purchase in accordance with this Section 4.04) shall be obligated to purchase the Tag-Along Shares, and (ii) the Kingsland Group shall take all lawful action reasonably requested by the Synergy Buyer to complete the Sale contemplated by the Synergy Change in Control Transaction, including, without limitation, the surrender to the Synergy Buyer of any stock certificates representing such shares properly endorsed for transfer to the Synergy Buyer against payment of the sale price for such shares, and if so reasonably requested by the Synergy Buyer, the execution of all sale and other agreements in the form requested; provided that the Kingsland Group shall not be required to make any representation, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration to be paid to the Kingsland Group by either the Synergy Buyer or Synergy for the Tag-Along Shares pursuant to a transaction contemplated by this Section 4.04(a), shall be equal to Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided pursuant to this Section 4.04(a) shall be deemed to have been withdrawn and the obligation to comply with this Section 4.04(a) shall continue in effect.

Tag-Along Right. If GEIPPPII or any of its Affiliates or, subject to Section 3.01(b), any of the Managing Stockholders propose to sell, transfer or otherwise dispose of any Equity Securities or Discount Debentures to any Person or Persons (aother than to an Affiliate) (the "SELLING STOCKHOLDER"), the Selling Stockholder shall notify each other Stockholder (each a "TAG ALONG STOCKHOLDER") in writing (the "TAG ALONG NOTICE") of such proposed transfer and its terms and conditions. Within 15 days of receipt of a Tag Along Notice, each Tag Along Stockholder shall notify the Selling Stockholder if it elects to participate in such transfer ("TAG ALONG RIGHT") and shall state the number of shares of Equity Securities (in the case of a sale of Equity Securities by the Selling Stockholder) or the amount of Discount Debentures (in the case of a sale of Discount Debentures by the Selling Stockholder) that the Tag Along Stockholder desires to sell. Upon electing to transfer, each Tag Along Stockholder shall be obligated to sell, at the same price and on the same terms as the Selling Stockholder, the number of shares or the amount of Discount Debentures stated in its notice to the Selling Stockholder. Each Tag Along Stockholder may elect to sell such number of Equity Securities or amount of Discount Debentures as is equal to the number of Equity Securities or Discount Debentures, as the case may be, to be purchased by the Buyer multiplied by a fraction, the numerator of which shall be the number of Equity Securities or Discount Debentures, as the case may be, held by such Tag Along Stockholder and the denominator of which shall be the aggregate number of Equity Securities or Discount Debentures, as the case may be, held by all transferors; PROVIDED, HOWEVER, that the sale of the Equity Securities or Discount Debentures contained in the Tag Along Notice is consummated within 180 days of delivery of the notice by the Tag Along Stockholder evidencing such Stockholder's election to exercise its Tag Along Right. Each such Tag Along Stockholder shall agree to enter into a purchase agreement in form and substance approved by the Selling Stockholder to the extent such agreement shall contain customary representations as to ownership of the Equity Securities to be purchased and the absence of liens thereon. If the sale is not consummated within such 180-day period, then each Tag Along Stockholder shall no longer be obligated but shall continue to have the right to sell such Stockholder's Equity Securities or Discount Debentures, as the case may be, pursuant to such Tag Along Right and shall have the rights under, and remain subject to, the provisions of this Section 3.02 with respect to any subsequent proposed transfer described in this Section 3.02. In the event that Synergy intends to effect a transaction the proposed transferee does not purchase the number of Equity Securities or Discount Debentures, as the case may be, that would constitute a Synergy Change in Control (a “Synergy Change in Control Transaction”), Synergy shall provide to Kingsland written notice of its intention to enter into such Synergy Change in Control Transaction which notice shall set forth the name and address of the Person with whom Synergy is entering into such Synergy Change in Control Transaction (the “Synergy Buyer”) and the value ascribed for the shares of Common Stock in connection with such Synergy Change in Control Transaction. Upon receipt of such notice, Kingsland shall have thirty (30) days to irrevocably elect to sell all but not less than all of the Kingsland Group’s shares of Common Stock (the “Tag-Tag Along Shares”) to the Synergy Buyer or, if the Synergy Buyer fails to purchase such shares, Synergy. Failure by Kingsland to make an election pursuant to this Section 4.04(a) within the 30-day election period shall constitute an election to decline Stockholder elects to sell pursuant to this Section 4.04(a)the foregoing on the same terms and conditions as the securities purchased from the Selling Stockholder, then the Selling Stockholder shall not be permitted to sell any securities to the proposed transferee. If Kingsland elects not no Tag Along Notice is received by the end of the 15 days referred to sell the Tag-Along Shares pursuant to this Section 4.04(a)above, the Synergy Buyer Selling Stockholder shall be required have the right for a 180-day period thereafter to execute transfer the securities to the proposed transferee on terms and deliver an Accession Agreement that has conditions no more favorable to the effect of making this Agreement a legal, valid Selling Stockholder than those stated in the Tag Along Notice and binding obligation of the Synergy Buyer enforceable against it in accordance with its terms. If Kingsland elects to sell the Tag-Along Shares pursuant to provisions of this Section 4.04(a) (the date on which Kingsland delivers notice to Synergy of such election, the “Kingsland Election Date”), (i) Synergy shall cause the Synergy Buyer to purchase all of the Tag-Along Shares at the closing of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason that the purchase of the Tag-Along Shares has not been completed is due to the ongoing valuation procedures in accordance with Section 4.04(b)(ii), the Synergy Buyer if the Synergy Buyer confirms in writing its obligation to make such purchase in accordance with this Section 4.04) shall be obligated to purchase the Tag-Along Shares, and (ii) the Kingsland Group shall take all lawful action reasonably requested by the Synergy Buyer to complete the Sale contemplated by the Synergy Change in Control Transaction, including, without limitation, the surrender to the Synergy Buyer of any stock certificates representing such shares properly endorsed for transfer to the Synergy Buyer against payment of the sale price for such shares, and if so reasonably requested by the Synergy Buyer, the execution of all sale and other agreements in the form requested; provided that the Kingsland Group shall not be required to make any representation, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration to be paid to the Kingsland Group by either the Synergy Buyer or Synergy for the Tag-Along Shares pursuant to a transaction contemplated by this Section 4.04(a), shall be equal to Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided pursuant to this Section 4.04(a) shall be deemed to have been withdrawn and the obligation to comply with this Section 4.04(a) shall continue in effect3.02.

Tag-Along Right. (a) In the event that Synergy intends to effect a transaction that would constitute a Synergy Change in Control (a “Synergy Change in Control Transaction”), Synergy shall provide to Kingsland written notice of its intention to enter into such Synergy Change in Control Transaction which notice shall set forth the name and address of the Person with whom Synergy is entering into such Synergy Change in Control Transaction an unrelated third party purchaser (the “Synergy BuyerProspective Purchaser”) makes an offer (the “Divestiture Offer”) to Buyer to acquire all or any portion of Buyer’s right, title or interest in and to all or any portion of the value ascribed for Block A Purchased Acreage (the shares portion of Common Stock in connection with such Synergy Change in Control Transactionthe Block A Purchased Acreage subject to the Divestiture Offer being referred to herein as the “Divestiture Lands”) during or after the Restricted Period, Buyer shall immediately deliver to Seller a notice setting forth the terms and conditions of the Divestiture Offer, including a true and complete copy of any offer letters, proposals, agreements, schedules, exhibits or other materials relating thereto. Upon receipt of such noticethe notice of the Divestiture Offer from Buyer, Kingsland Seller shall have thirty ten (3010) business days to irrevocably elect elect, upon written notice to Buyer, to participate in the Divestiture Offer and to sell to the Prospective Purchaser all but not less than all or a portion of the Kingsland Group’s shares of Common Stock Divestiture Lands then owned by Seller under the same terms and conditions (the “Tag-Along SharesRight”) to the Synergy Buyer or, if the Synergy Buyer fails to purchase such shares, Synergy. Failure by Kingsland to make an election pursuant to this Section 4.04(a) within the 30-day election period shall constitute an election to decline to sell pursuant to this Section 4.04(a). If Kingsland In the event Seller elects not to sell exercise the Tag-Along Shares pursuant to this Section 4.04(a)Right, the Synergy Buyer Prospective Purchaser shall be required to execute purchase all of Seller’s interest in the Divestiture Lands under the same terms and deliver conditions as it offered to purchase Buyer’s interest therein; provided, however, that if the Prospective Purchaser proposed to purchase only an Accession Agreement that has undivided portion of Buyer’s interest in the effect of making this Agreement a legal, valid and binding obligation of the Synergy Buyer enforceable against it in accordance with its terms. If Kingsland elects to sell the Tag-Along Shares pursuant to this Section 4.04(a) Divestiture Lands (the date on which Kingsland delivers notice “Undivided Divestiture Interest”) and such Prospective Purchaser is unwilling to Synergy of such electionpurchase a greater undivided interest in the Divestiture Lands, then the “Kingsland Election Date”), Prospective Purchaser shall purchase (i) Synergy shall cause the Synergy from Buyer to purchase all 66.7% of the Tag-Along Shares at the closing of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason that the purchase of the Tag-Along Shares has not been completed is due to the ongoing valuation procedures in accordance with Section 4.04(b)(ii), the Synergy Buyer if the Synergy Buyer confirms in writing its obligation to make such purchase in accordance with this Section 4.04) shall be obligated to purchase the Tag-Along Shares, Undivided Divestiture Interest; and (ii) from Seller, 33.3% of the Kingsland Group Undivided Divestiture Interest. Notwithstanding any other provision hereof, this Section 1.13 shall take not apply to a transfer, exchange or disposition arising from any indirect transfer (x) by merger of Buyer with or into an affiliate of Buyer or sale or other transfer of all lawful action reasonably requested by or substantially all of the Synergy issued and outstanding shares of Buyer to complete the Sale contemplated an affiliate of Buyer; or (y) by the Synergy Change in Control Transaction, including, without limitation, the surrender to the Synergy merger of Buyer with or into third party or sale or other transfer of any stock certificates representing such shares properly endorsed for transfer to the Synergy Buyer against payment all or substantially all of the sale price for such sharesissued and outstanding shares of Buyer to a third party, and if so reasonably requested by the Synergy Buyer, the execution of all sale and other agreements in the form requested; provided that the Kingsland Group shall not be required to make any representationBlock A Purchased Acreage does not, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and at the absence of any litigation, laws or agreements which would impede the transfer time of such sharestransfer, comprise substantially all of the assets of Buyer. The consideration to be paid to For purposes of the Kingsland Group by either foregoing sentence the Synergy Buyer or Synergy for the Tag-Along Shares pursuant to a transaction contemplated by this Section 4.04(a), shall be equal to Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided pursuant to this Section 4.04(a) Block A Purchased Acreage shall be deemed to have been withdrawn and comprise substantially all of the obligation to comply with this Section 4.04(a) shall continue in effectassets of Buyer if the reasonably determined value thereof comprises 90% or more of the aggregate value of all of Buyer’s assets.

Tag-Along Right. (a) In Except in the case of a proposed transfer by HF of all of its shares, which shares constitute in excess of 10% of the outstanding shares of Common Stock, in which case this Section 4.2 shall not be operative, in the event that Synergy intends the Right of First Offer set forth in Section 4.1 is not exercised, each of the Stockholders not a Selling Stockholder (the "TAG-ALONG STOCKHOLDERS") shall have the right (the "TAG-ALONG RIGHT") to effect include up to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a transaction that would constitute a Synergy Change in Control (a “Synergy Change in Control Transaction”)fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any shares of Tag-Along Stockholders so included will reduce the number of shares to be sold by the Selling Stockholder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon the same terms and conditions as such Proposed Sale. Prior to making any Transfer pursuant to Section 4.1(b) hereof, Synergy the Selling Stockholder shall provide to Kingsland give written notice to the Company and all other Stockholders of its intention such Stockholders' right to enter into such Synergy Change exercise their Tag-Along Right in Control Transaction which notice shall set forth the name and address of the Person with whom Synergy is entering into such Synergy Change in Control Transaction accordance herewith (the “Synergy Buyer”) and "Tag-Along Announcement"). The Tag-Along Announcement shall indicate, in a schedule attached thereto, the value ascribed for the maximum number of shares of Common Stock in connection with that each such Synergy Change in Control Transaction. Upon receipt other Stockholder may sell pursuant to its exercise of such notice, Kingsland shall have thirty (30) days to irrevocably elect to sell all but not less than all of the Kingsland Group’s shares of Common Stock (the “its Tag-Along Shares”) to the Synergy Buyer or, if the Synergy Buyer fails to purchase such shares, Synergy. Failure by Kingsland to make an election Right pursuant to this Section 4.04(a4.2. Any Stockholder delivering a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within the 30-day election period shall constitute an election to decline to sell pursuant to this Section 4.04(a). If Kingsland elects not to sell the Tag-Along Shares pursuant to this Section 4.04(a), the Synergy Buyer shall be required to execute and deliver an Accession Agreement that has the effect of making this Agreement a legal, valid and binding obligation of the Synergy Buyer enforceable against it in accordance with 10 days following its terms. If Kingsland elects to sell the Tag-Along Shares pursuant to this Section 4.04(a) (the date on which Kingsland delivers notice to Synergy of such election, the “Kingsland Election Date”), (i) Synergy shall cause the Synergy Buyer to purchase all receipt of the Tag-Along Shares at the closing of the Synergy Change in Control Transaction and if the Synergy Buyer fails Announcement shall be entitled to do so and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason that the purchase of exercise the Tag-Along Right. The Tag-Along Notice shall state the number of Shares has not been completed is due that such Stockholder proposes to include in such Transfer to the ongoing valuation procedures in accordance with Section 4.04(b)(ii), the Synergy Buyer if the Synergy Buyer confirms in writing its obligation proposed purchaser determined as aforesaid. The Company agrees not to make such purchase in accordance with this Section 4.04) shall be obligated effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to purchase it that the Tag-Along SharesRight, and (ii) the Kingsland Group shall take all lawful action reasonably requested by the Synergy Buyer to complete the Sale contemplated by the Synergy Change in Control Transaction, including, without limitation, the surrender to the Synergy Buyer of any stock certificates representing such shares properly endorsed for transfer to the Synergy Buyer against payment of the sale price for such shares, and if so reasonably requested by the Synergy Buyer, the execution of all sale and other agreements in the form requested; provided that the Kingsland Group shall not be required to make any representation, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title applicable to such sharestransfer, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration to be paid to the Kingsland Group by either the Synergy Buyer or Synergy for the Tag-Along Shares pursuant to a transaction contemplated by this Section 4.04(a), shall be equal to Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided pursuant to this Section 4.04(a) shall be deemed to have has been withdrawn and the obligation to comply with this Section 4.04(a) shall continue in effectcomplied with.

Tag-Along Right. (a) In the event that Synergy intends to effect a transaction that would constitute a Synergy Change in Control (a “Synergy Change in Control Transaction”), Synergy shall provide to Kingsland written notice If at any time Ashland or any of its intention Permitted Transferees desires to enter into such Synergy Change in Control Transaction which notice shall set forth the name and address sell or otherwise dispose of ("sell") 50% or more of the Person with whom Synergy is entering into such Synergy Change in Control Transaction (the “Synergy Buyer”) and the value ascribed for the then outstanding shares of Common Stock in connection with such Synergy Change in Control Transaction. Upon receipt of such noticeheld by Ashland or its Permitted Transferees, Kingsland shall have thirty (30) days considered as a group, to irrevocably elect to sell all but not less than all an Industry Buyer, or 20% or more of the Kingsland Group’s total outstanding shares of Common Stock of Arch Mineral at such time to an Industry Buyer, then at least 30 days prior to selling such Common Stock to such Industry Buyer, Ashland shall deliver written notice (the “"Tag-Along Shares”Notice") to the Synergy Buyer or, if the Synergy Buyer fails to purchase such shares, Synergy. Failure by Kingsland to make an election pursuant to this Section 4.04(a) within the 30-day election period shall constitute an election to decline to sell pursuant to this Section 4.04(a). If Kingsland elects not to sell the Tag-Along Shares pursuant to this Section 4.04(a), the Synergy Buyer shall be required to execute and deliver an Accession Agreement that has the effect of making this Agreement a legal, valid and binding obligation of the Synergy Buyer enforceable against it in accordance with its terms. If Kingsland elects to sell the Tag-Along Shares pursuant to this Section 4.04(a) (the date on which Kingsland delivers notice to Synergy of such election, the “Kingsland Election Date”), Carboex specifying (i) Synergy shall cause the Synergy identity of the Industry Buyer, (ii) the number of shares of Common Stock owned by Ashland and its Permitted Transferees which they propose to sell, (iii) the proposed price per share to be paid to Ashland or its Permitted Transferees by the Industry Buyer, (iv) the form of consideration (e.g., cash or notes) to be paid by such Industry Buyer to purchase all and (v) any other material terms and conditions of the proposed sale (the "Proposed Sale") . Within 15 days following its receipt of the Tag-Along Shares at the closing of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occursNotice, then Synergy (orCarboex may, if the reason that the purchase of the it desires to exercise its Tag-Along Shares has not been completed is due to the ongoing valuation procedures in accordance with Section 4.04(b)(ii)Right, the Synergy Buyer if the Synergy Buyer confirms in writing its obligation to make such purchase in accordance with this Section 4.04) shall be obligated to purchase the deliver a written notice (a "Tag-Along Shares, and (iiInstruction") the Kingsland Group shall take all lawful action reasonably requested by the Synergy Buyer to complete the Sale contemplated by the Synergy Change in Control Transaction, including, without limitation, the surrender Ashland stating that Carboex desires to the Synergy Buyer of any stock certificates representing such shares properly endorsed for transfer to the Synergy Buyer against payment of the sale price for such shares, and if so reasonably requested by the Synergy Buyer, the execution of all sale and other agreements participate in the form requested; provided that Proposed Sale and setting forth the Kingsland Group shall not be required to make any representation, warranty, or commitment in any such agreement except representations number of shares of Common Stock then held by Carboex and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration its Permitted Transferees to be paid to sold in the Kingsland Group by either the Synergy Buyer or Synergy for the Proposed Sale (it being expressly agreed that Carboex may not exercise its Tag-Along Shares pursuant to a transaction contemplated rights for less than all the Common Stock held by this Section 4.04(aCarboex and its Permitted Transferees), shall be equal to . A Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided Instruction delivered pursuant to this Section 4.04(a3(a) shall be deemed to have been withdrawn be an irrevocable commitment by Carboex and its Permitted Transferees to sell pursuant to the obligation Proposed Sale the number of shares of Common Stock held by Carboex and its Permitted Transferees set forth in the Tag-Along Instruction. Failure to comply with provide a Tag-Along Instruction within the 15-day period specified in this Section 4.04(a3(a) shall continue constitute a waiver of the right of Carboex and its Permitted Transferees to have any shares of Common Stock included in effectthe Proposed Sale. Carboex's Tag-Along right provided in this Section 3(a) shall not apply to transfers by Ashland to its Permitted Transferees, to Public Offerings or to sales of Common Stock pursuant to the Registration Rights Agreement.

Tag-Along Right. If WHO proposes to transfer shares of Stock or Equity Securities to any Person or Persons (aother than to an Affiliate) in a transaction, WHO shall notify the Wolf Holders in writing (the "Tag Along Notice") of such proposed transfer and its terms and conditions. Within fifteen (15) days of receipt of a Tag Along Notice, each Wolf Holder shall notify WHO if it elects to participate in such transfer ("Tag Along Right") and shall state the number of shares of Stock that such Wolf Holder desires to sell. Upon electing to transfer, the Wolf Holders shall be obligated to sell, at the same price and on the same terms as WHO, the number of shares stated in its notice to WHO. The Wolf Holders may elect to sell such number of shares of Stock as is equal to the aggregate number of shares of Stock and number of Equity Securities to be transferred in such transaction multiplied by a fraction, the numerator of which shall be the aggregate number of shares of Stock held by the Wolf Holders (calculated on a fully diluted basis) and the denominator of which shall be the aggregate number of shares of Stock and number of Equity Securities held by all transferors (calculated on a fully diluted basis). The Wolf Holders shall agree to enter into a purchase agreement in form and substance approved by WHO to the extent such agreement shall contain customary representations as to ownership of the shares to be purchased and the absence of liens thereon. If the sale is not consummated within one hundred eighty (180) days following the delivery of the Tag Along Notice, then a Wolf Holder shall no longer be obligated to sell its shares of Stock pursuant to such Tag Along Right but shall remain subject to the provisions of this Section 3.02 with respect to any subsequent proposed transfer described in this Section 3.02. In the event that Synergy intends to effect a transaction that would constitute a Synergy Change in Control (a “Synergy Change in Control Transaction”), Synergy shall provide to Kingsland written notice of its intention to enter into such Synergy Change in Control Transaction which notice shall set forth the name and address of the Person with whom Synergy is entering into such Synergy Change in Control Transaction (the “Synergy Buyer”) and the value ascribed for proposed transferee does not purchase all the shares of Common Stock in connection with such Synergy Change in Control Transaction. Upon receipt of such notice, Kingsland shall have thirty (30) days to irrevocably elect to sell all but not less than all of the Kingsland Group’s shares of Common Stock (the “Tag-Along Shares”) to the Synergy Buyer or, if the Synergy Buyer fails to purchase such shares, Synergy. Failure by Kingsland to make an election pursuant to this Section 4.04(a) within the 30-day election period shall constitute an election to decline that a Wolf Holder elects to sell pursuant to this Section 4.04(a)the foregoing on the same terms and conditions as the securities purchased from WHO, then WHO shall not be permitted to sell any securities to the proposed transferee. If Kingsland elects not to sell no Tag Along Notice is received by the Tag-Along Shares pursuant to this Section 4.04(a), the Synergy Buyer shall be required to execute and deliver an Accession Agreement that has the effect of making this Agreement a legal, valid and binding obligation end of the Synergy Buyer enforceable against it 15 days referred to above, WHO shall have the right for a 180 day period thereafter to transfer the securities to the proposed transferee on terms and conditions no more favorable to WHO than those stated in the Tag Along Notice and in accordance with its terms. If Kingsland elects to sell the Tag-Along Shares pursuant to provisions of this Section 4.04(a) (the date on which Kingsland delivers notice to Synergy of such election, the “Kingsland Election Date”), (i) Synergy shall cause the Synergy Buyer to purchase all of the Tag-Along Shares at the closing of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason that the purchase of the Tag-Along Shares has not been completed is due to the ongoing valuation procedures in accordance with Section 4.04(b)(ii), the Synergy Buyer if the Synergy Buyer confirms in writing its obligation to make such purchase in accordance with this Section 4.04) shall be obligated to purchase the Tag-Along Shares, and (ii) the Kingsland Group shall take all lawful action reasonably requested by the Synergy Buyer to complete the Sale contemplated by the Synergy Change in Control Transaction, including, without limitation, the surrender to the Synergy Buyer of any stock certificates representing such shares properly endorsed for transfer to the Synergy Buyer against payment of the sale price for such shares, and if so reasonably requested by the Synergy Buyer, the execution of all sale and other agreements in the form requested; provided that the Kingsland Group shall not be required to make any representation, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration to be paid to the Kingsland Group by either the Synergy Buyer or Synergy for the Tag-Along Shares pursuant to a transaction contemplated by this Section 4.04(a), shall be equal to Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided pursuant to this Section 4.04(a) shall be deemed to have been withdrawn and the obligation to comply with this Section 4.04(a) shall continue in effect3.02.

Tag-Along Right. (a) In the event that Synergy intends to effect a transaction that would constitute a Synergy Change in Control (a “Synergy Change in Control Transaction”), Synergy shall provide to Kingsland written notice If at any time Ashland or any of its intention --------------- Permitted Transferees desires to enter into such Synergy Change in Control Transaction which notice shall set forth the name and address sell or otherwise dispose of ("sell") 50% or more of the Person with whom Synergy is entering into such Synergy Change in Control Transaction (the “Synergy Buyer”) and the value ascribed for the then outstanding shares of Common Stock in connection with such Synergy Change in Control Transaction. Upon receipt of such noticeheld by Ashland or its Permitted Transferees, Kingsland shall have thirty (30) days considered as a group, to irrevocably elect to sell all but not less than all an Industry Buyer, or 20% or more of the Kingsland Group’s total outstanding shares of Common Stock of Arch Mineral at such time to an Industry Buyer, then at least 30 days prior to selling such Common Stock to such Industry Buyer, Ashland shall deliver written notice (the “Tag-"Tag- Along Shares”Notice") to the Synergy Buyer or, if the Synergy Buyer fails to purchase such shares, Synergy. Failure by Kingsland to make an election pursuant to this Section 4.04(a) within the 30-day election period shall constitute an election to decline to sell pursuant to this Section 4.04(a). If Kingsland elects not to sell the Tag-Along Shares pursuant to this Section 4.04(a), the Synergy Buyer shall be required to execute and deliver an Accession Agreement that has the effect of making this Agreement a legal, valid and binding obligation of the Synergy Buyer enforceable against it in accordance with its terms. If Kingsland elects to sell the Tag-Along Shares pursuant to this Section 4.04(a) (the date on which Kingsland delivers notice to Synergy of such election, the “Kingsland Election Date”), Carboex specifying (i) Synergy shall cause the Synergy identity of the Industry Buyer, (ii) the number of shares of Common Stock owned by Ashland and its Permitted Transferees which they propose to sell, (iii) the proposed price per share to be paid to Ashland or its Permitted Transferees by the Industry Buyer, (iv) the form of consideration (e.g., cash or notes) to be paid by such Industry Buyer to purchase all and (v) any other material terms and conditions of the proposed sale (the "Proposed Sale"). Within 15 days following its receipt of the Tag-Along Shares at the closing of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occursNotice, then Synergy (orCarboex may, if the reason that the purchase of the it desires to exercise its Tag-Along Shares has not been completed is due to the ongoing valuation procedures in accordance with Section 4.04(b)(ii)Right, the Synergy Buyer if the Synergy Buyer confirms in writing its obligation to make such purchase in accordance with this Section 4.04) shall be obligated to purchase the deliver a written notice (a "Tag-Along Shares, and (iiInstruction") the Kingsland Group shall take all lawful action reasonably requested by the Synergy Buyer to complete the Sale contemplated by the Synergy Change in Control Transaction, including, without limitation, the surrender Ashland stating that Carboex desires to the Synergy Buyer of any stock certificates representing such shares properly endorsed for transfer to the Synergy Buyer against payment of the sale price for such shares, and if so reasonably requested by the Synergy Buyer, the execution of all sale and other agreements participate in the form requested; provided that Proposed Sale and setting forth the Kingsland Group shall not be required to make any representation, warranty, or commitment in any such agreement except representations number of shares of Common Stock then held by Carboex and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration its Permitted Transferees to be paid to sold in the Kingsland Group by either the Synergy Buyer or Synergy for the Proposed Sale (it being expressly agreed that Carboex may not exercise its Tag-Along Shares pursuant to a transaction contemplated rights for less than all the Common Stock held by this Section 4.04(aCarboex and its Permitted Transferees), shall be equal to . A Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided Instruction delivered pursuant to this Section 4.04(a3(a) shall be deemed to have been withdrawn be an irrevocable commitment by Carboex and its Permitted Transferees to sell pursuant to the obligation Proposed Sale the number of shares of Common Stock held by Carboex and its Permitted Transferees set forth in the Tag-Along Instruction. Failure to comply with provide a Tag-Along Instruction within the 15-day period specified in this Section 4.04(a3(a) shall continue constitute a waiver of the right of Carboex and its Permitted Transferees to have any shares of Common Stock included in effectthe Proposed Sale. Carboex's Tag-Along right provided in this Section 3(a) shall not apply to transfers by Ashland to its Permitted Transferees, to Public Offerings or to sales of Common Stock pursuant to the Registration Rights Agreement.

Tag-Along Right. If a Founder wishes to Transfer its Share or a part thereof, including if such Transfer has been subject to ROFR, such Founder shall give a notice in writing (athe Tag Notice) In to all other shareholders at least 30 days before the event that Synergy intends to effect a transaction that would constitute a Synergy Change in Control (a “Synergy Change in Control Transaction”), Synergy shall provide to Kingsland written notice of its intention to enter into such Synergy Change in Control Transaction which notice shall set forth the name and address proposed completion of the Person with whom Synergy is entering into such Synergy Change in Control Transaction (the “Synergy Buyer”) and the value ascribed for the shares of Common Stock in connection with such Synergy Change in Control TransactionTransfer transaction. Upon receipt of such notice, Kingsland The other Shareholders shall have thirty (30) days to irrevocably elect to sell all but not less than all of the Kingsland Group’s shares of Common Stock (the “Tag-Along Shares”) to the Synergy Buyer or, if the Synergy Buyer fails to purchase such shares, Synergy. Failure by Kingsland to make an election tag along right pursuant to this Section 4.04(aClause 9. The Tag Notice must state the name of the Buyer, the nominal value of the Sale Share, the Transfer Price and the transferring Founder’s address (or e-mail address) within where applications for exercising the 30tag-along right should be sent. Within 15 days from the day election period of receipt of the Tag Notice, the other Shareholders shall constitute an election have the right to decline require the transferring Founder to procure that the other Shareholders are entitled to sell pursuant a pro rata (in relation to this Section 4.04(athe Share or a part thereof to be transferred by the transferring Founder) portion of their Shares to the Buyer simultaneously with the transferred Share or a part thereof of the transferring Founder at the same terms and conditions of such transfer (including price and the form of consideration) (the Tag-along Transaction). If Kingsland elects not to sell the Tagany Shareholder exercises its tag-Along Shares pursuant to this Section 4.04(a), the Synergy Buyer shall be required to execute and deliver an Accession Agreement that has the effect of making this Agreement a legal, valid and binding obligation of the Synergy Buyer enforceable against it along right in accordance with its terms. If Kingsland elects to sell the Tag-Along Shares pursuant to this Section 4.04(a) (the date on which Kingsland delivers notice to Synergy of such electionabove, the transferring Founder is entitled to Transfer the Sale Share to the Buyer only on the condition that the Buyer at the same time purchases from each Investor that has exercised its tag-along right the Share with such nominal value that such Investor has indicated in its application and such purchase is made on terms no less favourable than those applicable to the transferring Founder. Each Shareholder exercising the tag-along right shall give representations and warranties which are equivalent to those given by the transferring Founder. Reverse Vesting, Good Leaver and Bad Leaver9 Vesting Period The “Kingsland Election Vesting Period” for Founders’ Shares shall be [TO BE COMPLETED]10 years from the Effective Date”). [25%] of Founders’ Shares shall vest on the first anniversary of the Effective Date. The remaining [75%] shall vest monthly in equal instalments over the following [THE REMAINING PERIOD TO BE COMPLETED] years. Definition of a Bad Leaver A Founder becomes a “Bad Leaver” if the Founder voluntarily resigns or the Founder’s Professional Relationship is terminated for cause, in each case during the Vesting Period, unless the Company, with the Investor Majority’s Consent, determines that, irrespective of the above, the Founder is not a Bad Leaver. For the above purpose: voluntary resignation means the unilateral termination of the Professional Relationship by the Founder which is not caused by (i) Synergy shall cause the Synergy Buyer to purchase all Company’s material breach11 of the Tag-Along Shares at Professional Relationship, provided that such breach is not caused by the closing respective Founder acting in the capacity of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason that the purchase of the Tag-Along Shares has not been completed is due to the ongoing valuation procedures in accordance with Section 4.04(b)(ii), the Synergy Buyer if the Synergy Buyer confirms in writing its obligation to make such purchase in accordance with this Section 4.04) shall be obligated to purchase the Tag-Along Shares, and Company’s Executive Director or (ii) the Kingsland Group shall take all lawful action reasonably requested Founder’s death or inability to perform duties due to health reasons or similar serious reasons occurring independent of the Founder’s will preventing him/her from fully performing the Professional Relationship for a period of at least six months. An independent and reputable expert must verify the existence of such reason under paragraph (b) hereof. The expert will be chosen by the Synergy Buyer Investor and in case of health reasons, the expert must be a member of the Czech Medical Association (in Czech: Česká lékařská xxxxxx); and termination for cause means the termination of the Professional Relationship in circumstances where (i) the Founder has committed a material breach12 of the Professional Relationship and failed to complete the Sale contemplated remedy such breach within [30 days] as of making a relevant request by the Synergy Change Company or any of the other Shareholders or (ii) the Founder has been convicted in Control Transactionany court or administrative proceedings for any serious misconduct or criminal offence with respect to the Company or in connection with its Business, includingor (iii) the Founder has caused material damage to the Company exceeding [Alternative 1: [CZK/EUR] [insert amount] / Alternative 2: [insert number]% of its yearly turnover]13 and failed to compensate the Company for such damage within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (iv) the Founder has lost his/her legal capacity to perform the Professional Relationship pursuant to the conditions stipulated in the Business Corporations Act or the Civil Code, without limitationincluding recall from the office by a competent court or (v) a competent court resolves on the insolvency (in Czech: úpadek) of the Founder. Bad Leaver’s obligation to Transfer the Shares If a Founder becomes a Bad Leaver, the surrender [Alternative 1: Investors on a pro rata basis to their Shares or in any other proportion as may be agreed between the Synergy Buyer of Investors / Alternative 2: all the other Shareholders on a pro rata basis to their Shares or in any stock certificates representing other proportion as may be agreed between such shares properly endorsed Shareholders] (the Entitled Acquirer) shall have the right to acquire all Shares from such Founder either for transfer to [CZK/EUR] [1] or for the Synergy Buyer against payment of the sale purchase price for such shares, and if so reasonably requested determined by the Synergy Buyer, Entitled Acquirer (which may not exceed the execution of all sale and other agreements in the form requested; provided that the Kingsland Group shall not be required to make any representation, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer aggregate nominal value of such shares. The consideration to be paid to the Kingsland Group by either the Synergy Buyer or Synergy for the Tag-Along Shares pursuant to a transaction contemplated by this Section 4.04(aShares), shall be equal to Tag-Along Price (as defined in Section 4.04(b))elected by the Entitled Acquirer. If there are more parties acting as the Synergy Change Entitled Acquirer, they will decide on procedural steps and price(s) under this Clause 10 with the Investor Majority and will appoint a representative among them who will act on their behalf in Control Transaction does procedural steps (e.g. sending notices) under this Clause 10. Definition of a Good Leaver A Founder becomes a “Good Leaver” if the Founder’s Professional Relationship is terminated during the Vesting Period in circumstances where the Founder is not close, the notice provided pursuant to this Section 4.04(a) shall be deemed to have been withdrawn and the obligation to comply with this Section 4.04(a) shall continue in effecta Bad Leaver.

Tag-Along Right. If either AGTPL or GEPL desire to Transfer the Sale Shares to a third party and is the Selling Shareholder according to Article 169 above, the Selling Shareholder shall provide PTC a pro-rata tag along right based on the ratio of (ax) In the event that Synergy intends number of Sale Shares being sold by the Selling Shareholder to effect (y) the Selling Shareholder’s total shareholding in the Company (“Tag Ratio”). The Tag Ratio multiplied by 100 (Hundred) shall be referred to as the “Tag Percentage”. The Selling Shareholder shall send a transaction that would constitute a Synergy Change written notice (“Tag Along Notice”) to PTC, setting forth in Control detail the terms of the proposed sale, including the name(s) of the purchaser(s) to whom the proposed sale is to be made, price per Sale Share (a “Synergy Change in Control TransactionOffered Price”), Synergy shall provide number of shares proposed to Kingsland written notice of its intention to enter into such Synergy Change in Control Transaction which notice shall set forth the name be sold and address other material terms of the Person with whom Synergy is entering into such Synergy Change in Control Transaction proposed sale, and date of the proposed sale which shall not be less than 30 (Thirty) Business Days from the “Synergy Buyer”) and the value ascribed for the shares date of Common Stock in connection with such Synergy Change in Control Transactionreceipt of Tag Along Notice by PTC. Upon receipt of such noticethe Tag Along Notice, Kingsland PTC shall have thirty (30) days the option to irrevocably elect to sell all but not less than all Transfer a number of the Kingsland Group’s shares of Common Stock (the “Tag-Along Shares”) equal to the Synergy Buyer or, if the Synergy Buyer fails to purchase such shares, Synergy. Failure by Kingsland to make an election pursuant to this Section 4.04(a) within the 30-day election period shall constitute an election to decline to sell pursuant to this Section 4.04(a). If Kingsland elects not to sell the Tag-Along Shares pursuant to this Section 4.04(a), the Synergy Buyer shall be required to execute and deliver an Accession Agreement that has the effect product of making this Agreement a legal, valid and binding obligation of the Synergy Buyer enforceable against it in accordance with its terms. If Kingsland elects to sell the Tag-Along Shares pursuant to this Section 4.04(a) (the date on which Kingsland delivers notice to Synergy of such election, the “Kingsland Election Date”), (i) Synergy shall cause the Synergy Buyer to purchase all of the Tag-Along Shares at the closing of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason that the purchase of the Tag-Along Shares has not been completed is due to the ongoing valuation procedures in accordance with Section 4.04(b)(ii), the Synergy Buyer if the Synergy Buyer confirms in writing its obligation to make such purchase in accordance with this Section 4.04) shall be obligated to purchase the Tag-Along Shares, Tag Percentage and (ii) the Kingsland Group total number of Shares owned by PTC in the Company, to the purchaser(s) on the terms and conditions mentioned in the Tag Along Notice by serving upon the Selling Shareholder a written notice in that regard within 15 (Fifteen) Business Days of receipt of the Tag Along Notice (“Tag Along Option”). PTC may, at its discretion, choose not to exercise the Tag Along Option, in which case, the Selling Shareholder shall take be free to sell all lawful action reasonably requested by the Synergy Buyer to complete the Sale contemplated by Shares to any party on terms no more favourable to the Synergy Change buyer than stated in Control Transaction, including, without limitationthe Tag Along Notice. If PTC exercises the Tag Along Option, the surrender Selling Shareholder shall not Transfer the Sale Shares unless the shares with respect to which PTC has exercised the Tag Along Option are sold simultaneously, in each case in accordance with the Tag Along Notice. If PTC does not exercise its Tag Along Option and does not serve a written notice upon Selling Shareholder within 15 (Fifteen) Business Days of receipt of the Tag Along Notice, then the Selling Shareholder shall be entitled to Transfer the Sale Shares to the Synergy Buyer of any stock certificates representing such shares properly endorsed for transfer to the Synergy Buyer against payment of the sale price for such shares, and if so reasonably requested by the Synergy Buyer, the execution of all sale and other agreements purchaser(s) mentioned in the form requested; provided that Tag Along Notice at the Kingsland Group shall not be required to make any representation, warranty, or commitment Offered Price and on the terms mentioned in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration to be paid to the Kingsland Group by either the Synergy Buyer or Synergy for the Tag-Tag Along Shares pursuant to a transaction contemplated by this Section 4.04(a), shall be equal to Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided pursuant to this Section 4.04(a) shall be deemed to have been withdrawn and the obligation to comply with this Section 4.04(a) shall continue in effectNotice.

Tag-Along Right. Each Non-Selling Shareholder who does not elect to purchase Offered Shares under Section 1.3 (a“Entitled Shareholder”) In shall have the event that Synergy intends to effect a transaction that would constitute a Synergy Change in Control (a “Synergy Change in Control Transaction”)option, Synergy shall provide to Kingsland exercisable by written notice to the Selling Shareholder, within 10 business days after receipt of the Notice, to require the Selling Shareholder to provide as part of its intention proposed Transfer, that such Entitled Shareholder be given the right to enter into participate and Transfer up to such Synergy Change Entitled Shareholder's Tag Along Ratio. For purposes of this Section 1.7, the Entitled Shareholder’s “Tag Along Ratio” shall be determined with respect to each class of stock proposed to be Transferred by multiplying the total number of shares of such class proposed to be Transferred in Control Transaction the proposed transaction by a fraction, the numerator of which notice shall set forth is the name and address number of the Person with whom Synergy is entering into shares of such Synergy Change in Control Transaction (the “Synergy Buyer”) class owned by such Entitled Shareholder and the value ascribed for denominator of which is the total number of issued and outstanding shares of such class held by the Selling Shareholder and all Entitled Shareholders who have elected to participate in such Transfer. The Tag Along Ratio of Common Stock or Other Stock held by each Entitled Shareholder who elects to participate in the Transfer shall be included in the shares being Transferred to the proposed transferee or sold to the Company or other Shareholders under Sections 1.2 and 1.3, and the number of shares of Common Stock or Other Stock, as applicable, that may be Transferred in connection with such Synergy Change in Control Transaction. Upon receipt the transaction by the Selling Shareholder shall be reduced by the number of such notice, Kingsland shall have thirty (30) days to irrevocably elect to sell all but not less than all shares of the Kingsland Group’s Entitled Shareholders so included.. The exercise of tag along rights by Entitled Shareholders shall not increase the number of shares that the proposed transferee must acquire in the Transfer. For the avoidance of Common Stock (the “Tag-Along Shares”) doubt, such Transfer shall be also subject to the Synergy Buyer orright of first refusal under Sections 1.2 and 1.3, if provided however that each of the Synergy Buyer fails to purchase such shares, Synergy. Failure by Kingsland to make an election pursuant to this Section 4.04(a) within the 30-day election period shall constitute an election to decline to sell pursuant to this Section 4.04(a). If Kingsland elects not to sell the Tag-Along Shares pursuant to this Section 4.04(a), the Synergy Buyer Shareholders shall be required to execute and deliver an Accession Agreement that has elect, within a period of 10 business days after the effect of making Notice is given, to exercise only their rights under Section 1.3 or under this Agreement Section 1.7 with respect to a legal, valid and binding obligation of the Synergy Buyer enforceable against it in accordance with its termsproposed Transfer. If Kingsland elects to sell the Tag-Along Shares pursuant Any changes or amendments to this Section 4.04(a) (1.7 shall require the date on which Kingsland delivers notice to Synergy unanimous written approval of such election, the “Kingsland Election Date”), (i) Synergy shall cause the Synergy Buyer to purchase all of the Tag-Along Shares at the closing of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason that the purchase of the Tag-Along Shares has not been completed is due to the ongoing valuation procedures in accordance with Section 4.04(b)(ii), the Synergy Buyer if the Synergy Buyer confirms in writing its obligation to make such purchase in accordance with this Section 4.04) shall be obligated to purchase the Tag-Along Shares, and (ii) the Kingsland Group shall take all lawful action reasonably requested by the Synergy Buyer to complete the Sale contemplated by the Synergy Change in Control Transaction, including, without limitation, the surrender to the Synergy Buyer of any stock certificates representing such shares properly endorsed for transfer to the Synergy Buyer against payment of the sale price for such shares, and if so reasonably requested by the Synergy Buyer, the execution of all sale and other agreements in the form requested; provided that the Kingsland Group shall not be required to make any representation, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration to be paid to the Kingsland Group by either the Synergy Buyer or Synergy for the Tag-Along Shares pursuant to a transaction contemplated by this Section 4.04(a), shall be equal to Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided pursuant to this Section 4.04(a) shall be deemed to have been withdrawn and the obligation to comply with this Section 4.04(a) shall continue in effectShareholders.

Tag-Along Right. (a) In the event that Synergy intends that, following compliance with Section 3.4(c), a Selling Shareholder reaches agreement with a non-affiliate named in the Offer Notice or a Purchaser Identification Notice (the "Third Party Purchaser") for such Third Party Purchaser to effect purchase any Covered Shares, such Selling Shareholder shall deliver a transaction that would constitute a Synergy Change in Control written notice (a “Synergy Change in Control Transaction”), Synergy "Tag-Along Invitation Notice") of such agreement to the Company and the Optionee Shareholder. The Tag-Along Invitation Notice shall provide to Kingsland written notice of its intention to enter into such Synergy Change in Control Transaction which notice shall set forth specify (A) the name and address of the Person with whom Synergy is entering into Third Party Purchaser, (B) the consideration to be paid for such Synergy Change Covered Shares and (C) all other material terms and conditions of such agreement. The Optionec Shareholder may elect to participate in Control Transaction the sale of Covered Shares to the Third Party Purchaser on the terms and conditions stated in this Section 3.7 by giving a written notice (the “Synergy Buyer”) and the value ascribed for the shares of Common Stock in connection with such Synergy Change in Control Transaction. Upon receipt of such notice, Kingsland shall have thirty (30) days to irrevocably elect to sell all but not less than all of the Kingsland Group’s shares of Common Stock (the “"Tag-Along Shares”Acceptance Notice") to the Synergy Buyer orSelling Shareholder within 20 days after receipt of the Tap Along Invitation Notice. In the event that the Optionee Shareholder gives a Tag-Along Acceptance Notice, if the Synergy Buyer fails to purchase such shares, Synergy. Failure by Kingsland to make an election pursuant to this Section 4.04(a) within Optionee Shareholder shall have the 30-day election period shall constitute an election to decline right to sell pursuant to this Section 4.04(a). If Kingsland elects not to sell the Third Party Purchaser, on the terms and conditions stated in the Tag-Along Shares pursuant to this Section 4.04(a)Invitation Notice, the Synergy Buyer shall be required to execute and deliver an Accession Agreement that has number of Covered Shares owned by the effect of making this Agreement a legal, valid and binding obligation of the Synergy Buyer enforceable against it Optionee Shareholder specified in accordance with its terms. If Kingsland elects to sell the Tag-Along Acceptance Notice, but not more than that portion of the Covered Shares pursuant owned by the Optionee Shareholder which is equal to this Section 4.04(athe product obtained by multiplying (i) the total number of Covered Shares which the Third Party Purchaser has agreed to purchase from the Selling Shareholder by (ii) the Optionee Shareholder's total percentage interest in the issued and outstanding Covered Shares. Within ten days after its receipt of a Tag Along Acceptance Notice, the Selling Shareholder shall notify the Optionee Shareholder of the date on which Kingsland delivers notice the sale of Covered Shares to Synergy the Third Party Purchaser will be consummated, which shall be no later the later of such election, the “Kingsland Election Date”), (iA) Synergy shall cause the Synergy Buyer to purchase all 30 days after delivery of the Tag-Tag Along Shares at Acceptance Notice and (B) the closing satisfaction of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason that the purchase of the Tag-Along Shares has not been completed is due any governmental approval or filing requirements applicable to the ongoing valuation procedures sale. The Optionee Shareholder electing to participate in accordance with Section 4.04(b)(ii), the Synergy Buyer if sale: to the Synergy Buyer confirms in writing its obligation to make such purchase Third Party Purchaser in accordance with this Section 4.04) shall be obligated to purchase the Tag-Along Shares, and (ii) the Kingsland Group shall take all lawful action reasonably requested may effect its participation by the Synergy Buyer to complete the Sale contemplated by the Synergy Change in Control Transaction, including, without limitation, the surrender delivery to the Synergy Buyer Third Party Purchaser, or to the Selling Shareholder for delivery to the Third Party Purchaser, of any stock certificates representing such shares one or more certificates, properly endorsed for transfer or with duly executed stock powers attached, representing the Covered Shares that the Optionee Shareholder has elected to sell. At the Synergy Buyer against payment time of consummation of the sale price for such shares, and if so reasonably requested by of Covered Shares to the Synergy BuyerThird Party Purchaser, the execution of all sale and other agreements in the form requested; provided that the Kingsland Group Third Party Purchaser shall not be required to make any representation, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration to be paid remit directly to the Kingsland Group Optionee Shareholder that portion of the sale proceeds which the Optionee Shareholder is entitled by either the Synergy Buyer or Synergy for the Tag-Along Shares pursuant to a transaction contemplated by this Section 4.04(a), shall be equal to Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided pursuant to this Section 4.04(a) shall be deemed to have been withdrawn and the obligation to comply with this Section 4.04(a) shall continue in effectreason of its participation therein.

Tag-Along Right. Whenever any Guarantor, at any time while any of the Obligations remain outstanding, grants a royalty, stream or similar interest in any of its mineral rights or the proceeds thereof to a third party for cash consideration (a) In the event that Synergy intends to effect each, a transaction that would constitute a Synergy Change in Control (a “Synergy Change in Control Transaction”"Triggering Sale"), Synergy such Guarantor shall promptly upon closing of the Triggering Sale provide to Kingsland the Lender with a written notice of its intention to enter into such Synergy Change in Control Transaction which notice shall set forth the name and address of the Person with whom Synergy is entering into such Synergy Change in Control Transaction offer (the “Synergy Buyer”) and the value ascribed for the shares of Common Stock in connection with such Synergy Change in Control Transaction. Upon receipt of such noticeeach, Kingsland shall have thirty (30) days to irrevocably elect to sell all but not less than all of the Kingsland Group’s shares of Common Stock (the “a "Tag-Along Shares”Offer") which shall contain all material information regarding the Triggering Sale and shall offer to the Synergy Buyer orLender the opportunity to acquire a royalty, if stream or similar interest in any of its mineral rights identical in all material respects to the Synergy Buyer fails interest to purchase such sharesbe granted in the Triggering Sale, Synergy. Failure except that the size of the interest would be 10% of the size of the interest granted in the Triggering Sale and the consideration payable by Kingsland to make an election the Lender for the interest offered pursuant to this Section 4.04(a) within the 30-day election period shall constitute an election to decline to sell pursuant to this Section 4.04(a). If Kingsland elects not to sell the Tag-Along Shares pursuant Offer would be equal to this Section 4.04(a), the Synergy Buyer shall be required to execute and deliver an Accession Agreement that has the effect of making this Agreement a legal, valid and binding obligation 10% of the Synergy Buyer enforceable against it consideration paid by the third party in accordance the Triggering Sale. For greater certainty, any security interest to be granted to the Lender in connection with its terms. If Kingsland elects to sell the any such Tag-Along Shares pursuant Offer shall be pari passu in all respects with any security interest granted or to this Section 4.04(a) (be granted in connection with the date on which Kingsland delivers notice to Synergy of such election, the “Kingsland Election Date”), (i) Synergy shall cause the Synergy Buyer to purchase all Triggering Sale. Upon receipt of the Tag-Along Shares at Offer, the closing Lender shall have ten (10) Business Days to irrevocably accept the Tag-Along Offer with respect to all, but not less than all, of the Synergy Change interest offered in Control Transaction and if the Synergy Buyer fails Tag-Along Offer by delivery of a notice in writing to do so and the closing of Guarantor (each, a "Tag-Along Acceptance"). If the Synergy Change Lender does not deliver a Tag-Along Acceptance to the Guarantor prior to such deadline, it shall be deemed to have waived its rights in Control Transaction occurs, then Synergy (or, if the reason that the purchase respect of the Tag-Along Shares has not been completed is due to the ongoing valuation procedures in accordance with Section 4.04(b)(ii), the Synergy Buyer if the Synergy Buyer confirms in writing its obligation to make such purchase in accordance with this Section 4.04) Offer. A Tag-Along Acceptance shall be obligated to purchase binding on the Lender and the Guarantor and, together with the Tag-Along SharesOffer, shall constitute a binding contract of purchase and (ii) sale between the Kingsland Group shall take all lawful action reasonably requested by Guarantor and the Synergy Buyer to complete the Sale contemplated by the Synergy Change Lender in Control Transaction, including, without limitation, the surrender to the Synergy Buyer of any stock certificates representing such shares properly endorsed for transfer to the Synergy Buyer against payment respect of the sale price for such shares, and if so reasonably requested by the Synergy Buyer, the execution of all sale and other agreements in the form requested; provided that the Kingsland Group shall not be required interest offered pursuant to make any representation, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration to be paid to the Kingsland Group by either the Synergy Buyer or Synergy for the Tag-Along Shares pursuant Offer; provided, however, that the obligation of the Guarantor to a transaction contemplated by this Section 4.04(a), complete the sale to the Lender shall be equal to conditional upon payment by the Lender in full of the purchase price on the closing date of the purchase and sale of the relevant interest as set forth in the Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided pursuant to this Section 4.04(a) shall be deemed to have been withdrawn and the obligation to comply with this Section 4.04(a) shall continue in effectOffer.

Tag-Along Right. (a) In the event that Synergy intends that, following compliance with Section 3.4(c), a Selling Shareholder reaches agreement with a non-affiliate named in the Offer Notice or a Purchaser Identification Notice (the “Third Party Purchaser”) for such Third Party Purchaser to effect purchase any Covered Shares, such Selling Shareholder shall deliver a transaction that would constitute a Synergy Change in Control written notice (a “Synergy Change in Control TransactionTag-Along Invitation Notice”), Synergy ) of such agreement to the Company and the Optionee Shareholder. The Tag-Along Invitation Notice shall provide to Kingsland written notice of its intention to enter into such Synergy Change in Control Transaction which notice shall set forth specify (A) the name and address of the Person with whom Synergy is entering into Third Party Purchaser, (B) the consideration to be paid for such Synergy Change in Control Transaction Covered Shares and (the “Synergy Buyer”C) all other material terms and the value ascribed for the shares of Common Stock in connection with such Synergy Change in Control Transaction. Upon receipt conditions of such notice, Kingsland shall have thirty (30) days to irrevocably agreement. The Optionee Shareholder may elect to sell all but not less than all participate in the sale of Covered Shares to the Kingsland Group’s shares of Common Stock Third Party Purchaser on the terms and conditions stated in this Section 3.7 by giving a written notice (the “Tag-Along SharesAcceptance Notice”) to the Synergy Buyer or, if the Synergy Buyer fails to purchase such shares, Synergy. Failure by Kingsland to make an election pursuant to this Section 4.04(a) Selling Shareholder within the 30-day election period shall constitute an election to decline to sell pursuant to this Section 4.04(a). If Kingsland elects not to sell the Tag-Along Shares pursuant to this Section 4.04(a), the Synergy Buyer shall be required to execute and deliver an Accession Agreement that has the effect of making this Agreement a legal, valid and binding obligation of the Synergy Buyer enforceable against it in accordance with its terms. If Kingsland elects to sell the Tag-Along Shares pursuant to this Section 4.04(a) (the date on which Kingsland delivers notice to Synergy of such election, the “Kingsland Election Date”), (i) Synergy shall cause the Synergy Buyer to purchase all 20 days after receipt of the Tag-Along Shares at Invitation Notice. In the closing of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason event that the purchase of Optionee Shareholder gives a Tag-Along Acceptance Notice, the Optionee Shareholder shall have the right to sell to the Third Party Purchaser, on the terms and conditions stated in the Tag-Along Invitation Notice, the number of Covered Shares has owned by the Optionee Shareholder specified in the Tag-Along Acceptance Notice, but not been completed more than that portion of the Covered Shares owned by the Optionee Shareholder which is due equal to the ongoing valuation procedures product obtained by multiplying (i) the total number of Covered Shares which the Third Party Purchaser has agreed to purchase from the Selling Shareholder by (ii) the Optionee Shareholder’s total percentage interest in accordance with Section 4.04(b)(ii)the issued and outstanding Covered Shares. Within ten days after its receipt of a Tag Along Acceptance Notice, the Synergy Buyer if Selling Shareholder shall notify the Synergy Buyer confirms Optionee Shareholder of the date on which the sale of Covered Shares to the Third Party Purchaser will be consummated, which shall be no later the later of (A) 30 days after delivery of the Tag Along Acceptance Notice and (B) the satisfaction of any governmental approval or filing requirements applicable to the sale. The Optionee Shareholder electing to participate in writing its obligation the sale to make such purchase the Third Party Purchaser in accordance with this Section 4.04) shall be obligated to purchase the Tag-Along Shares, and (ii) the Kingsland Group shall take all lawful action reasonably requested may effect its participation by the Synergy Buyer to complete the Sale contemplated by the Synergy Change in Control Transaction, including, without limitation, the surrender delivery to the Synergy Buyer Third Party Purchaser, or to the Selling Shareholder for delivery to the Third Party Purchaser, of any stock certificates representing such shares one or more certificates, properly endorsed for transfer or with duly executed stock powers attached, representing the Covered Shares that the Optionee Shareholder has elected to sell. At the Synergy Buyer against payment time of consummation of the sale price for such shares, and if so reasonably requested by of Covered Shares to the Synergy BuyerThird Party Purchaser, the execution of all sale and other agreements in the form requested; provided that the Kingsland Group Third Party Purchaser shall not be required to make any representation, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration to be paid remit directly to the Kingsland Group Optionee Shareholder that portion of the sale proceeds which the Optionee Shareholder is entitled by either the Synergy Buyer or Synergy for the Tag-Along Shares pursuant to a transaction contemplated by this Section 4.04(a), shall be equal to Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided pursuant to this Section 4.04(a) shall be deemed to have been withdrawn and the obligation to comply with this Section 4.04(a) shall continue in effectreason of its participation therein.

Tag-Along Right. If the Dragging Shareholders do not deliver the Drag Notice to any Tag Holders within ten (a10) In the event that Synergy intends to effect a transaction that would constitute a Synergy Change in Control (a “Synergy Change in Control Transaction”), Synergy shall provide to Kingsland written notice of its intention to enter into such Synergy Change in Control Transaction which notice shall set forth the name and address of the Person with whom Synergy is calendar days after entering into the Sale Agreement, such Synergy Change in Control Transaction (the “Synergy Buyer”) and the value ascribed for the shares of Common Stock in connection with such Synergy Change in Control Transaction. Upon receipt of such notice, Kingsland Tag Holder shall have thirty (30) days to irrevocably elect to sell all but not less than all of the Kingsland Group’s shares of Common Stock right (the “Tag-Along SharesRight”) but not the obligation to require the Synergy Buyer or, if the Synergy Buyer fails Tag Transferee in a Drag Sale to purchase from such sharesTag Holder and its Affiliates, Synergyfor the same consideration that would be payable to such Tag Holder had it been a Dragged Shareholder, up to all of the Equity Securities of the Company held by such Tag Holder and its Affiliates. Failure by Kingsland to make an election pursuant to this Section 4.04(a) within the 30-day election period shall constitute an election to decline to sell pursuant to this Section 4.04(a). If Kingsland elects not to sell the The Tag-Along Shares pursuant to this Section 4.04(a), the Synergy Buyer Right shall be required to execute and deliver an Accession Agreement that has exercisable by the effect Tag Holder by delivering a written notice of making this Agreement a legal, valid and binding obligation of the Synergy Buyer enforceable against it in accordance with its terms. If Kingsland elects to sell the Tag-Along Shares pursuant to this Section 4.04(a) (the date on which Kingsland delivers notice to Synergy of such election, the “Kingsland Election Date”), (i) Synergy shall cause the Synergy Buyer to purchase all exercise of the Tag-Along Shares at Right to the closing Dragging Shareholders within ten (10) calendar days after the delivery of the Synergy Change in Control Transaction and if Tag Notice specifying the Synergy Buyer fails to do so and the closing number of Equity Securities of the Synergy Change in Control Transaction occurs, then Synergy Company (or, if the reason that the purchase of “Tag Securities”) with respect to which it has elected to exercise the Tag-Along Shares has not been completed is due Right. The terms and conditions applicable to the ongoing valuation procedures in accordance with Section 4.04(b)(ii), Transfer by the Synergy Buyer if the Synergy Buyer confirms in writing its obligation Tag Holder pursuant to make such purchase in accordance with this Section 4.04) 6.3 shall be obligated the same as those applicable to purchase a Dragged Shareholder pursuant to Section 6.2. If any Tag Holder has properly elected to exercise the Tag-Along SharesRight, and the number of Equity Securities (calculated on as-converted basis) proposed to be Transferred by each Dragging Shareholder shall be reduced by a number equal to (i) the number of Tag Securities (on an as-converted basis) multiplied by (ii) the Kingsland Group shall take all lawful action reasonably requested by the Synergy Buyer to complete the Sale contemplated by the Synergy Change in Control Transaction, including, without limitationa fraction, the surrender numerator of which is the total number of Equity Securities (on an as-converted basis) proposed to be Transferred by such Dragging Shareholder and the Synergy Buyer denominator of any stock certificates representing such shares properly endorsed for transfer which is the total number of Equity Securities (on an as-converted basis) proposed to the Synergy Buyer against payment be transferred by all of the sale price for such shares, and if so reasonably requested by the Synergy Buyer, the execution of all sale and other agreements in the form requested; provided that the Kingsland Group shall not be required Dragging Shareholders. If any Tag Holder has properly elected to make any representation, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration to be paid to the Kingsland Group by either the Synergy Buyer or Synergy for exercise the Tag-Along Shares pursuant Right and the Tag Transferee fails to a transaction contemplated by this Section 4.04(a)purchase the Equity Securities from such Tag Holder, the Dragging Shareholder(s) shall not consummate the Drag-Along Sale, and if purported to be made, such Drag-Along Sale shall be equal to Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided pursuant to this Section 4.04(a) shall be deemed to have been withdrawn and the obligation to comply with this Section 4.04(a) shall continue in effectvoid.

Tag-Along Right. (a) In Other than in connection with the exercise of the Drag-Along Right, in the event that Synergy intends the Principal Stockholder shall receive a bona fide offer by a third party to effect a transaction that would constitute a Synergy Change in Control (a “Synergy Change in Control Transaction”), Synergy shall provide to Kingsland written notice of its intention to enter into such Synergy Change in Control Transaction which notice shall set forth the name and address of the Person with whom Synergy is entering into such Synergy Change in Control Transaction (the “Synergy Buyer”) and the value ascribed for the shares of Common Stock in connection with such Synergy Change in Control Transaction. Upon receipt of such notice, Kingsland shall have thirty (30) days to irrevocably elect to sell all but not less than all of the Kingsland Group’s purchase shares of Common Stock (a "Purchase Offer") from it, the “Tag-Along Shares”) to the Synergy Buyer Principal Stockholder shall either decline such Purchase Offer or, if the Synergy Buyer fails Principal Stockholder determines to purchase accept such sharesPurchase Offer, Synergy. Failure by Kingsland then, prior to make an election pursuant accepting any Purchase Offer, arrange for the proposed purchaser to this Section 4.04(a) within make, in addition to the 30-day election period shall constitute an election Purchase Offer, a bona fide offer to decline to sell pursuant to this Section 4.04(apurchase, upon the same terms and conditions as the Purchase Offer, from the Employee a proportional number of the Employee's shares of Common Stock and then exercisable options (the "Option Share Purchase Offer"). If Kingsland elects not to sell In the Tag-Along Shares pursuant to this Section 4.04(a)event an Option Share Purchase Offer is made, the Synergy Buyer Principal Stockholder shall be required to execute and deliver an Accession Agreement that has give the effect of making this Agreement a legal, valid and binding obligation of the Synergy Buyer enforceable against it in accordance with its terms. If Kingsland elects to sell the Tag-Along Shares pursuant to this Section 4.04(a) Employee written notice thereof (the date on which Kingsland delivers notice to Synergy of such election, the “Kingsland Election Date”), "Notice") specifying (i) Synergy shall cause the Synergy Buyer to purchase all number of the Tag-Along Shares at the closing shares of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason Common Stock that the purchase of the Tag-Along Shares has not been completed is due to the ongoing valuation procedures in accordance with Section 4.04(b)(ii), the Synergy Buyer if the Synergy Buyer confirms in writing its obligation to make such purchase in accordance with this Section 4.04) shall be obligated to purchase the Tag-Along SharesEmployee may sell, and (ii) the Kingsland Group terms (including the price and the proposed date of consummation thereof), of such Option Share Purchase Offer. Upon receipt of the Notice, the Employee shall take all lawful action reasonably requested have the right (the "Tag-Along Right") to sell that number of shares of Common Stock equal to (A) the product of (a) the total number of shares of Common Stock proposed to be purchased in the Purchase Offer, the Option Share Purchase Offer and similar offers being made to other stockholders of the Company concurrently with the Purchase Offer, and (b) a fraction, the numerator of which shall be the number of shares of Tag-Along Common Stock (as defined below) owned by the Synergy Buyer to complete Employee and the Sale contemplated denominator of which shall be the number of shares of Common Stock owned by the Synergy Change Principal Stockholder plus the number of shares of Tag-Along Common Stock owned by all stockholders electing to participate in Control Transactionsuch sale. For purposes of the foregoing, including"Tag-Along Common Stock" shall mean all shares of Common Stock and Roll-over Options that are not subject to Repurchase Rights and all options that are exercisable and in-the-money. The Tag-Along Right may be exercised by the Employee by delivery, without limitationnot later than 5 days after receipt of the Notice, of a written notice (the surrender "Tag-Along Notice") to the Synergy Buyer Company, which shall state the maximum number of any stock certificates representing shares of Common Stock and options that the Employee wishes to include in such shares properly endorsed for transfer sale to the Synergy Buyer against payment of the sale price for such shares, and if so reasonably requested by the Synergy Buyer, the execution of all sale and other agreements purchaser. The Employee shall participate in any purchase specified in the form requested; provided that Notice on the Kingsland Group shall not be required to make any representation, warranty, terms set forth therein (or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration to be paid on terms no less favorable to the Kingsland Group by either the Synergy Buyer or Synergy for Employee) and as provided in the Tag-Along Shares pursuant to Notice during the 90-day period following the date of the Notice. Any purchases following such 90-day period shall require a transaction contemplated by this Section 4.04(a), shall be equal to Tag-Along Price (as defined in Section 4.04(b))new Notice. If the Synergy Change in Control Transaction does not close, the notice provided All Transfers made pursuant to this Section 4.04(a) 2.4 shall be deemed subject to have been withdrawn and the obligation provisions of Section 3 (Transferees Subject to comply with Agreement), if so requested by Jupiter. The provisions of this Section 4.04(a) 2.4 shall continue in effectterminate if the Principal Stockholder and its Affiliate Transferees own less than 20% of the shares of Common Stock held by Jupiter on the Effective Date.

Tag-Along Right. (a) If GEIPPPII or any of its Affiliates or, subject to Section 3.01(b), any of the Ardshiel Stockholders or Xxxxxxx, propose to sell, transfer or otherwise dispose of any Equity Securities to any Person or Persons (other than to an Affiliate) (the "SELLING STOCKHOLDER"), the Selling Stockholder shall notify each other Stockholder (each a "TAG ALONG STOCKHOLDER") in writing (the "TAG ALONG NOTICE") of such proposed transfer and its terms and conditions. Within 15 days of receipt of a Tag Along Notice, each Tag Along Stockholder shall notify the Selling Stockholder if it elects to participate in such transfer ("TAG ALONG RIGHT") and shall state the number of shares of Equity Securities (in the case of a sale of Equity Securities by the Selling Stockholder) that the Tag Along Stockholder desires to sell. Upon electing to transfer, each Tag Along Stockholder shall be obligated to sell, at the same price and on the same terms as the Selling Stockholder, the number of shares stated in its notice to the Selling Stockholder. Each Tag Along Stockholder may elect to sell such number of Equity Securities as is equal to the number of Equity Securities to be purchased by the Buyer multiplied by a fraction, the numerator of which shall be the number of Equity Securities held by such Tag Along Stockholder and the denominator of which shall be the aggregate number of Equity Securities, held by all transferors; PROVIDED, HOWEVER, that the sale of the Equity Securities contained in the Tag Along Notice is consummated within 180 days of delivery of the notice by the Tag Along Stockholder evidencing such Stockholder's election to exercise its Tag Along Right. Each such Tag Along Stockholder shall agree to enter into a purchase agreement in form and substance approved by the Selling Stockholder to the extent such agreement shall contain customary representations as to ownership of the Equity Securities to be purchased and the absence of liens thereon. If the sale is not consummated within such 180-day period, then each Tag Along Stockholder shall no longer be obligated but shall continue to have the right to sell such Stockholder's Equity Securities pursuant to such Tag Along Right and shall have the rights under, and remain subject to, the provisions of this Section 3.02 with respect to any subsequent proposed transfer described in this Section 3.02. In the event that Synergy intends to effect a transaction the proposed transferee does not purchase the number of Equity Securities that would constitute a Synergy Change in Control (a “Synergy Change in Control Transaction”), Synergy shall provide to Kingsland written notice of its intention to enter into such Synergy Change in Control Transaction which notice shall set forth the name and address of the Person with whom Synergy is entering into such Synergy Change in Control Transaction (the “Synergy Buyer”) and the value ascribed for the shares of Common Stock in connection with such Synergy Change in Control Transaction. Upon receipt of such notice, Kingsland shall have thirty (30) days to irrevocably elect to sell all but not less than all of the Kingsland Group’s shares of Common Stock (the “Tag-Tag Along Shares”) to the Synergy Buyer or, if the Synergy Buyer fails to purchase such shares, Synergy. Failure by Kingsland to make an election pursuant to this Section 4.04(a) within the 30-day election period shall constitute an election to decline Stockholder elects to sell pursuant to this Section 4.04(a)the foregoing on the same terms and conditions as the securities purchased from the Selling Stockholder, then the Selling Stockholder shall not be permitted to sell any securities to the proposed transferee. If Kingsland elects not no Tag Along Notice is received by the end of the 15 days referred to sell the Tag-Along Shares pursuant to this Section 4.04(a)above, the Synergy Buyer Selling Stockholder shall be required have the right for a 180-day period thereafter to execute transfer the securities to the proposed transferee on terms and deliver an Accession Agreement that has conditions no more favorable to the effect of making this Agreement a legal, valid Selling Stockholder than those stated in the Tag Along Notice and binding obligation of the Synergy Buyer enforceable against it in accordance with its terms. If Kingsland elects to sell the Tag-Along Shares pursuant to provisions of this Section 4.04(a) (the date on which Kingsland delivers notice to Synergy of such election, the “Kingsland Election Date”), (i) Synergy shall cause the Synergy Buyer to purchase all of the Tag-Along Shares at the closing of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason that the purchase of the Tag-Along Shares has not been completed is due to the ongoing valuation procedures in accordance with Section 4.04(b)(ii), the Synergy Buyer if the Synergy Buyer confirms in writing its obligation to make such purchase in accordance with this Section 4.04) shall be obligated to purchase the Tag-Along Shares, and (ii) the Kingsland Group shall take all lawful action reasonably requested by the Synergy Buyer to complete the Sale contemplated by the Synergy Change in Control Transaction, including, without limitation, the surrender to the Synergy Buyer of any stock certificates representing such shares properly endorsed for transfer to the Synergy Buyer against payment of the sale price for such shares, and if so reasonably requested by the Synergy Buyer, the execution of all sale and other agreements in the form requested; provided that the Kingsland Group shall not be required to make any representation, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration to be paid to the Kingsland Group by either the Synergy Buyer or Synergy for the Tag-Along Shares pursuant to a transaction contemplated by this Section 4.04(a), shall be equal to Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided pursuant to this Section 4.04(a) shall be deemed to have been withdrawn and the obligation to comply with this Section 4.04(a) shall continue in effect3.02.

Tag-Along Right. (a) In Each of the event Securityholders hereby agrees that Synergy intends if any one or more Securityholders (each, an “Initiating Tag Securityholder”) shall, in any one transaction or any series of related transactions, directly or indirectly, propose to effect Transfer Common Stock or Xxxxx Act Warrants that represent greater than 50% of the Fully Diluted Securities (such Common Stock or Xxxxx Act Warrants, the “Tag-Along Securities”) to any Person, other than a transaction Person that would constitute is a Synergy Change in Control Permitted Transferee of an Initiating Tag Securityholder (a “Synergy Change in Control Tag-Along Transaction”), Synergy the Initiating Tag Securityholders (or a designated representative acting on their behalf) shall provide to Kingsland deliver written notice of its intention to enter into such Synergy Change in Control Transaction which notice shall set forth the name and address of the Person with whom Synergy is entering into such Synergy Change in Control Transaction (the a “Synergy BuyerTag-Along Notice”) to the Company, and the value ascribed for Company shall deliver such Tag-Along Notice to each Securityholder other than the shares of Common Stock in connection with such Synergy Change in Control Transaction. Upon receipt of such notice, Kingsland shall have thirty (30) days to irrevocably elect to sell all but not less than all of the Kingsland Group’s shares of Common Stock Initiating Tag Securityholders (the “Tag-Along SharesRightholders”), at least fifteen (15) Business Days prior to the Synergy Buyer orconsummation of such Tag-Along Transaction, if the Synergy Buyer fails to purchase such shares, Synergy. Failure by Kingsland to make an election pursuant to this Section 4.04(a) within the 30-day election period shall constitute an election to decline to sell pursuant to this Section 4.04(a). If Kingsland elects not to sell offering the Tag-Along Shares pursuant Rightholders the opportunity to this Section 4.04(a), participate in such Tag-Along Transaction on the Synergy Buyer shall be required to execute terms and deliver an Accession Agreement that has the effect of making this Agreement a legal, valid and binding obligation of the Synergy Buyer enforceable against it conditions set forth in accordance with its terms. If Kingsland elects to sell the Tag-Along Shares pursuant Notice (which terms and conditions shall be the same as those terms and conditions applicable to this Section 4.04(a) the Initiating Tag Securityholders, except as to the number of Company Securities proposed to be sold and except that any Tag-Along Rightholder shall be permitted to sell either Common Stock or Xxxxx Act Warrants (the date on such Company Securities which Kingsland delivers notice Tag-Along Rightholders are so entitled to Synergy of such electionsell, the “Kingsland Election DateTag-Eligible Securities” and, together with the Tag-Along Securities, the “Tag Securities”), (i) Synergy . The Tag-Along Notice shall cause contain a general description of the Synergy Buyer to purchase all material terms and conditions of the Tag-Along Shares at Transaction, including the closing identity of the Synergy Change in Control Transaction parties to the proposed Tag-Along Transaction, the total number of Tag-Along Securities proposed to be sold, the proposed amount and if form of consideration and whether any termination fee, break-up fee or similar fee would be payable by the Synergy Buyer fails to do so Initiating Tag Securityholders and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason that the purchase of the Tag-Along Shares has not been completed is due to the ongoing valuation procedures in accordance with Section 4.04(b)(ii), the Synergy Buyer Rightholders if the Synergy Buyer confirms in writing its obligation to make such purchase in accordance with this Section 4.04) shall be obligated to purchase the Tag-Along SharesTransaction is not consummated (and the amount of any such termination fee, break-up fee or similar fee), and (ii) the Kingsland Group shall take all lawful action reasonably requested by the Synergy Buyer to complete the Sale contemplated by the Synergy Change in Control Transaction, including, without limitation, the surrender to the Synergy Buyer a copy of any stock certificates representing acquisition agreement entered into in connection with such shares properly endorsed for transfer to the Synergy Buyer against payment of the sale price for such shares, and if so reasonably requested by the Synergy Buyer, the execution of all sale and other agreements in the form requested; provided that the Kingsland Group shall not be required to make any representation, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration to be paid to the Kingsland Group by either the Synergy Buyer or Synergy for the Tag-Along Shares pursuant to a transaction contemplated by this Section 4.04(a), shall be equal to Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided pursuant to this Section 4.04(a) shall be deemed to have been withdrawn and the obligation to comply with this Section 4.04(a) shall continue in effectTransaction.

Tag-Along Right. (a) If any Stockholder (for the purposes of this Section 6, the “Section 6 Selling Stockholder”) proposes to Transfer any shares of Covered Stock then held by such Section 6 Selling Stockholder (each, a “Section 6 Transaction”), to one or more Persons who are not Affiliates of such Section 6 Selling Stockholder, then, each Stockholder and each Non-U.S. Situs Pritzker Stockholder other than such Section 6 Selling Stockholder (each, an “Electing Stockholder”) shall have the right to require the proposed purchaser to purchase up to the same number of the Electing Stockholder’s shares of Covered Stock representing such Electing Stockholder’s Section 6 Percentage Interest, on the same terms, conditions and equivalent type and amount of consideration payable per share of Covered Stock as such Section 6 Selling Stockholders. The shares of Covered Stock being purchased from the Section 6 Selling Stockholder and the Electing Stockholders will be reduced on a pro rata basis if the proposed purchaser will not purchase all the shares of Covered Stock being offered; provided, however, that if the proposed purchaser will not purchase all the shares of Covered Stock being offered, at the election of the Electing Stockholders, the Section 6 Selling Stockholders shall be entitled to purchase any shares of Covered Stock that the proposed purchaser has not agreed to purchase from the Electing Stockholders on the same terms and conditions and for the same consideration as shares of Covered Stock being purchased by the proposed purchaser. In the event that Synergy intends an Electing Stockholder exercises its rights pursuant to effect a this Section 6, (i) no Electing Stockholder will be obligated to pay more than its pro rata share of transaction that would constitute a Synergy Change in Control expenses incurred (a “Synergy Change in Control Transaction”), Synergy shall provide to Kingsland written notice of its intention to enter into such Synergy Change in Control Transaction which notice shall set forth based on the name and address proportion of the Person with whom Synergy is entering into such Synergy Change in Control Transaction (the “Synergy Buyer”aggregate transaction consideration received) and the value ascribed for the shares of Common Stock in connection with such Synergy Change in Control Transaction. Upon receipt of such notice, Kingsland shall have thirty (30) days to irrevocably elect to sell all but not less than all of the Kingsland Group’s shares of Common Stock (the “Tag-Along Shares”) Section 6 Transaction to the Synergy Buyer or, if extent that such expenses are incurred for the Synergy Buyer fails to purchase such shares, Synergy. Failure benefit of all stockholders and are not otherwise paid by Kingsland to make an election pursuant to this Section 4.04(a) within the 30-day election period shall constitute an election to decline to sell pursuant to this Section 4.04(a). If Kingsland elects Company or the proposed purchaser (expenses incurred by or on behalf of a stockholder for its sole benefit not to sell being considered expenses incurred for the Tag-Along Shares pursuant to this Section 4.04(a), the Synergy Buyer shall be required to execute and deliver an Accession Agreement that has the effect benefit of making this Agreement a legal, valid and binding obligation of the Synergy Buyer enforceable against it in accordance with its terms. If Kingsland elects to sell the Tag-Along Shares pursuant to this Section 4.04(a) (the date on which Kingsland delivers notice to Synergy of such election, the “Kingsland Election Date”all stockholders), (iii) Synergy shall cause the Synergy Buyer to purchase all of the Tag-Along Shares at the closing of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason that the purchase of the Tag-Along Shares has not been completed is due any Electing Stockholder Transferring Covered Stock pursuant to the ongoing valuation procedures Section 6 Transaction shall make all representations or warranties in accordance connection with such Transfer as made by the Section 4.04(b)(ii), the Synergy Buyer if the Synergy Buyer confirms in writing its obligation to make such purchase in accordance with this Section 4.04) shall be obligated to purchase the Tag-Along Shares6 Selling Stockholder, and (iii) subject to the preceding clause (ii) the Kingsland Group shall take all lawful action reasonably requested ), any indemnifications provided by the Synergy Buyer to complete Electing Stockholders will be on a several and not a joint basis with the Sale contemplated by the Synergy Change Section 6 Selling Stockholders participating in Control Transaction, including, without limitation, the surrender such transaction (other than to the Synergy Buyer of any stock certificates representing such shares properly endorsed for transfer to the Synergy Buyer against payment of the sale price for such shares, and if so reasonably requested extent secured by the Synergy Buyer, the execution of all sale and an escrow fund or other agreements in the form requested; provided that the Kingsland Group shall not be required to make any representation, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such shares. The consideration to be paid to the Kingsland Group by either the Synergy Buyer or Synergy for the Tag-Along Shares pursuant to a transaction contemplated by this Section 4.04(asimilar mechanism), shall be equal to Tag-Along Price (as defined in Section 4.04(b)). If the Synergy Change in Control Transaction does not close, the notice provided pursuant to this Section 4.04(a) shall be deemed to have been withdrawn and the obligation to comply with this Section 4.04(a) shall continue in effect.