Common use of Tag-Along Rights Clause in Contracts

Tag-Along Rights. (a) If the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.

Tag-Along Rights. (a) If the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) (A) the identity Liberty Parties propose to Transfer Liberty Offered Shares representing a majority of the Class B and Class C Stock then Beneficially Owned by the Liberty Parties or, when taken together with all prior Transfers of such stock other than to a Permitted Transferee or the Founders and their Designated Purchasers, a number of shares equal to a majority of such stock Beneficially Owned by the Liberty Parties as of the date hereof, in either case pursuant to a Liberty Offer Notice or Liberty Offer Notices delivered in accordance with Section 4, (B) the Founders and their Designated Purchasers fail to purchase such Liberty Offered Shares and (C) the Liberty Parties propose to Transfer the Class A Stock obtained by the conversion of such Liberty Offered Shares to a Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and other than a Permitted Transferee, or (ii) (A) the purchase price per Share in cash Founder Parties propose to Transfer Founder Offered Shares representing a majority of the Offer (Class B Stock then Beneficially Owned by all Founder Parties, or, if when taken together with all prior Transfers of such stock other than to a Permitted Transferee or the Offer consists in whole or in part of Non-Cash ConsiderationLiberty Parties, a description number of shares equal to a majority of such Non-Cash Consideration together with stock Beneficially Owned by the determination Founders and their Permitted Transferees as of the Fair Market Value of such Non-Cash Consideration on the date of the hereof, in either case pursuant to a Founder Offer Notice and any valuation by or Founder Offer Notices delivered in accordance with Section 5, (B) the Offeror of Liberty Parties fail to purchase such Non-Cash Consideration) Founder Offered Shares and (iiiC) the terms and conditions of Founder Parties propose to Transfer such Founder Offered Shares to a Person other than a Permitted Transferee, the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities transferor(s) (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant"Transferor") any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may must first deliver a notice (a “Tag "Tag-Along Notice”") to the Selling Party stating Founders, if the Rights Party’s intention to Transfer all Transferor is one or part of their Shares more Liberty Parties, or to the Offeror in accordance with this Section 3.04 pro-rata with Liberty Parties, if the Selling Party Transferor is one or more Founder Parties, setting forth (w) the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator shares of which is the total number Class A Stock or shares of Shares Class B Stock proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, Transferred (which shall be the higher same as the number of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Subject Shares subject to the Tag Notice on applicable First Offer Notice), (x) the date price per share of Class A Stock or per share of Class B Stock at which the shares of Class A Stock or shares of Class B Stock are proposed to be Transferred (which shall be equal to or greater than the price per share set forth in the applicable First Offer Notice), (y) all Liens and Restrictions to which the shares of Class A Stock or shares of Class B Stock proposed to be Transferred will be subject, and (z) whether the shares of Class A Stock or shares of Class B Stock proposed to be Transferred are to be sold for cash or other consideration and the other terms of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveTransfer.

Tag-Along Rights. If one or more holders of Shares owning, in the aggregate, at least a majority of the outstanding Shares (acollectively, the “Majority Shareholders”), propose to Transfer all or any portion of the Shares held by the Majority Shareholders (the “Offered Shares”) If to an unaffiliated third party (the Selling “Third Party receives Purchaser”) pursuant to a bona fide offer sale (in one or more related transactions), Rurbanc Data Services, Inc. (“RDSI”) shall have the option, exercisable by written notice to Transfer Shares the Majority Shareholders (whether or not such offer is solicited) that the Selling Party wishes to accept (an “OfferTag Along Notice”), to participate in such Transfer to the Selling Third Party shall include in Purchaser on the Offer Notice delivered same terms and conditions as the Majority Shareholders (the “Tag Along”). The maximum number of Shares that may be Transferred by RDSI pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered the Tag Along shall be equal to the Rights Partyproduct of the Offered Shares, information concerning multiplied by a fraction, the numerator of which is equal to the number of Shares held by RDSI, and the denominator of which is equal to the sum of (i) the identity number of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) Shares owned by RDSI, and (ii) the purchase price per Share number of Shares owned by the Majority Shareholders. The Majority Shareholders shall notify RDSI in cash writing of any such proposed Transfer (the “Sale Notice”). The Sale Notice shall set forth (i) the name and address of the Offer proposed Third Party Purchaser; (or, if the Offer consists in whole or in part of Non-Cash Consideration, ii) a description of such Non-Cash Consideration together with the determination copy of the Fair Market Value of such Non-Cash Consideration on the date written proposal containing all of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the material terms and conditions of the proposed Transfer (including the proposed time, purchase price and terms and conditions of payment); and (iii) the date and place location of and procedures for it and the total Transfer. The Tag Along shall be exercised by RDSI by delivery of a written notice to the Majority Shareholders within fifteen (15) days following receipt of the Sale Notice, which notice shall state the number of Shares that RDSI proposes to Transfer to the Offeror is willing to purchase)Third Party Purchaser. If the purchase price specified RDSI does not choose to participate in the Offer includes unlisted securities (Tag Along to the “Unlisted Securities”)fullest extent possible, the Offer Notice, or Majority Shareholders shall have the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination right to Transfer to the Third Party Purchaser the amount of Shares that RDSI would have been entitled to Transfer to the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding Third Party Purchaser. RDSI will bear the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together costs and expenses incurred by it in connection with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) Along to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount extent such costs are not greater than the total number of Shares owned paid by the Rights Third Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivePurchaser.

Tag-Along Rights. (a) If the Selling Party receives With respect to any proposed direct or indirect sale, transfer or assignment (which will not include a bona fide offer pledge of assets) by any Clorox Partner of all or substantially all of the Glad Global Business (other than such a sale, transfer or assignment to Transfer Shares a Clorox Affiliate), Clorox will have the obligation, and each P&G Partner will have the right (whether or not such offer is solicited) that the Selling Party wishes to accept (an “OfferTag-Along Right”), to require the Selling Party shall include proposed transferee to purchase from each P&G Partner all, but not less than all, its JV Interests, and the P&G Option if the Tag-Along Right is exercised during the Option Exercise Period and the P&G Option is not yet exercised, at a price equal to Fair Market Value, and upon the same other terms and conditions as to be given to the Clorox Partners, provided that in order to be entitled to exercise their Tag-Along Right, the P&G Partners must agree to give the same indemnities as the Clorox Partners agree to make in connection with the proposed sale, transfer or assignment, which obligations will be borne by the P&G Partners on a pro rata basis based on the relative Ordinary JV Interests of all the JV Partners but in the Offer Notice delivered case of each P&G Partner will in no event exceed ten percent (10%) of the sale proceeds received by such P&G Partner. In addition, the purchase price payable to the P&G Partners will be reduced by the applicable Services Termination Amount, if any, pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered 6.8 hereof. With respect to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, P&G Option if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror P&G Option is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”)unexercised but exercisable, the Offer Notice, or P&G Partners will receive from the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of proceeds otherwise payable to the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding Clorox Partners the amount by which the Fair Market Value of the Unlisted Securities on Ordinary JV Interest and Class A Interest subject to the date of P&G Option exceeds the Offer Notice), together with Option Price. The purchase price payable to the determination of P&G Partners for the Fair Market Values of the Unlisted Securities and P&G Option (if relevantthe P&G Option is unexercised, but exercisable) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall therefore be the higher greater of (i) the cash price per Share included in the Offer Notice zero and (including, if relevant, ii) an amount equal to (x) the Fair Market Value of any Non-Cash Consideration) the Ordinary JV Interest and Class A Interest to be acquired by the P&G Partners upon exercise of the P&G Option minus (iiy) the Fair Market Value per Share then-applicable Option Price (and the amount of the Rights Party’s Shares subject purchase price payable to the Tag Notice on Clorox Parties will be reduced by an equal amount). Upon completion of such sale the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveP&G Option will terminate.

Tag-Along Rights. (a) If If, prior to an IPO, a Common Member other than a Rollover Member (the Selling Party receives a bona fide offer “Transferring Member”) proposes to Transfer Shares Common Units pursuant to Section 10.02(b)(iii) or pursuant to Section 10.01(a) with Board approval, subject to and following the application of the procedures set forth in Section 10.07, as applicable, each Common Member and each Specified Profits Member, and in the event of a Warrant Tag Along Transaction (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”as defined below), the Selling Party holders of any Warrants (each, a “Tag Along Participant”) shall include have the right and option, but not the obligation, to participate in the Offer Notice delivered Transfer (the “Tag Along Right”) in the manner set forth in this Section 10.04(a); provided, that notwithstanding anything herein to the contrary, this Section 10.04 shall not apply with respect to any Transfer of Common Units pursuant to Section 3.03(a), or in 10.05 and/or an updated Offer Notice subsequently delivered IPO. At least twenty (20) days prior to the Rights Partyproposed date of any such Transfer, information concerning the Transferring Member shall deliver to the Company and each Tag Along Participant notice (the “Transfer Notice”) which shall set forth in a reasonably detailed manner (i) the identity name of the Person proposed Transferee, (including all ii) the number and class of its Controlling Persons) from whom the Selling Party received the Offer Membership Interests proposed to be Transferred (the “OfferorTransferred Interests”), (iii) the amount offered by the proposed Transferee for the Transferred Interests (the “Proposed Tag Along Price”) and (iiiv) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other material terms and conditions of the proposed Transfer (Transfer, including the proposed time, date and place for it and Transfer date. Such notice shall be accompanied by a written offer from the total number proposed Transferee to purchase the Transferred Interests. In the event any portion of Shares that the Offeror Proposed Tag Along Price to be paid by the proposed Transferee is willing to purchase). If the purchase price specified be paid in the Offer includes unlisted securities (the “Unlisted Securities”)non-cash consideration, the Offer Notice, or the updated Offer Notice, value of any such non-cash consideration shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding be the Fair Market Value Value; provided, that if the Board cannot reach agreement, such value shall be determined by an investment banking firm of national reputation that the Board shall choose, whose expenses shall be borne by the Company. Each Tag Along Participant shall have the right to Transfer to the proposed Transferee identified in the Transfer Notice up to such Tag Along Participant’s pro rata portion, calculated in accordance with the Tag Along Participants’ and the Transferring Member’s Percentage Interests, of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a Transferred Interests by giving written notice (a “Tag Along Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party Transferring Members and the denominator of which is Company within the total number of Shares owned by twenty (20) day period after the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share delivery of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Transfer Notice (the “Tag Acceptance PriceAlong Period”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration ) which notice shall state that the Rights Party such Tag Along Participant elects to receive.exercise its Tag Along Right under this Section 10.04 and shall state the maximum number of Membership Interests sought to be Transferred, including the number of such Membership Interests it would Transfer if one or more Tag Along Participants do not elect to Transfer their full pro rata portion of Transferred Interests. For purposes of this Agreement, a “

Tag-Along Rights. If one or more Stockholders (acollectively, the “Selling Stockholder”) If desires to sell in one or more series of related transactions Securities beneficially owned by such Selling Stockholder, constituting more than 25% of the Selling Party receives Original Ownership of such Stockholder, to a bona fide offer Person (the “Buyer”) other than (x) pursuant to a Permitted Transfer Shares or (whether y) following an Initial Offering, any sale effected on the securities exchange or not such offer automated quotation system on which the Common Stock is solicited) that the Selling Party wishes to accept then listed or quoted, as applicable (an each, a “OfferTag Sale”), the then, at least thirty (30) days prior to any such sale, such Selling Party Stockholder shall include in the Offer Notice delivered pursuant provide to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity each other Stockholder that beneficially owns Securities constituting more than 33% of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description Original Ownership of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and Stockholder (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice)each, together with the determination of the Fair Market Values of the Unlisted Securities and (if relevantits Affiliates, a “Tag Seller”) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Along Notice”) setting forth in reasonable detail the terms of such sale, the number of shares of Common Stock such Buyer wishes to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 propurchase (calculated on an as-rata with the Selling Party converted basis) (the “Tag RightAlong Shares”)) and identifying the name and address of the Buyer. Upon the written request of any Tag Seller made within fifteen (15) days after the day the Tag Along Notice is received by such Tag Seller, in an amount not greater than the total Selling Stockholder proposing to make the sale shall cause the Buyer to purchase from such Tag Seller the number of Shares owned shares of Common Stock underlying the Securities held by such Tag Seller equal to the Rights Party multiplied lesser of (i) the number of shares of Common Stock underlying the Securities requested to be included in the Tag Sale by such Tag Seller and (ii) a number determined by multiplying (x) a fraction, the numerator of which is the total number of Shares proposed to be transferred shares of Common Stock underlying the Securities held by the Selling Party such Tag Seller and the denominator of which is the total number of shares of Common Stock underlying the Securities held by all of the Tag Sellers by (y) the number of Tag Along Shares owned to be sold in such Tag Sale. Such purchase shall be made on the same date and at the same price and on terms and conditions at least as favorable to such Tag Seller as the terms and conditions contained in the Tag Along Notice delivered in connection with such proposed transaction. Each Tag Seller shall take all actions which the Selling Stockholder deems reasonably necessary or desirable to consummate such transaction, including, without limitation, (i) entering into agreements with third parties on terms substantially identical or more favorable to such Tag Seller than those agreed to by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed TransferStockholder and including representations, the price per Share that the Rights Party will accept for such Sharesindemnities, which shall be the higher of (i) the cash price per Share included in the Offer Notice (includingholdbacks, if relevantand escrows, the Fair Market Value of any Non-Cash Consideration) and (ii) obtaining all consents and approvals reasonably necessary or desirable to consummate such transaction. The Tag Sellers and the Fair Market Value per Share Selling Stockholder shall each pay its pro rata share (based upon the number of shares of Common Stock (on an as-converted basis) included in such Tag Sale by each Tag Seller and the Selling Stockholder) of any reasonable transaction costs associated with the sale other than the legal expenses and selling commissions of the Rights Party’s Shares subject to other participants in the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveSale.

Tag-Along Rights. (a) If the Selling Party receives a bona fide offer any Shareholder party to this Agreement wishes to Transfer all or substantially all Company Shares (whether held directly or not indirectly by it in one or a series of related transactions and such offer Shareholder has complied with the obligations under Section 4.2 and is solicited) that entitled to sell the Selling Party wishes ROFR Shares to accept (an “Offer”), the Selling Party shall include Proposed Purchaser named in the Offer ROFR Notice delivered pursuant or to a Shareholder exercising its rights under Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer 4.2 hereof (the “OfferorBuyer”) and then, for a period of fifteen (ii15) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on Business Days after the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted SecuritiesExecution Date”), ) the Offer Notice, or Selling Shareholder and the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or Buyer enter into a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice binding agreement (a “Tag NoticeAlong Sale Agreement”) to for the Selling Party stating purchase and sale of the Rights Party’s intention to Transfer all or part of their ROFR Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Along Election Period”), each Offeree Shareholder (the “Tag Along Shareholder”) shall have the right (the “Tag Along Right”), but not the obligation, to sell to the Buyer up to all of its Company Shares determined in an amount accordance with the following two sentences. In the event that the Buyer is willing to purchase all of the Company Shares that such Tag Along Shareholder elects to sell pursuant to the Tag-Along Right, all such Company Shares shall be sold to the Buyer. If the Buyer is not greater than willing to purchase all of the total Company Shares that such Tag Along Shareholder elects to sell pursuant to the Tag-Along Right, then each Tag Along Shareholder and each Selling Shareholder, shall have the right to sell to such Buyer a number of shares of Company Shares owned by (the Rights Party “Tag-Along Share Number”) equal to the number of Company Shares that the Buyer wishes to purchase, multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred shares held by the each Selling Party Shareholder or each Tag Along Shareholder (as applicable) and the denominator of which is the total number of shares of Company Shares owned held by the Selling Party. The Shareholder and all Tag Notice shall state the total number Along Shareholders (in each case as of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Right Notice referred to below); provided that if the Buyer is willing to increase the number of Company Shares it is willing to purchase from that number specified in the ROFR Notice (but is not willing to purchase all of the Company Shares the Tag Along Shareholders and the Selling Shareholder wish to sell), such Shareholders shall have the right to include in such Tag-Along Sale a pro rata amount of their respective Company Shares to account for such increase. The Selling Shareholder shall notify each Tag Along Shareholder, in writing (a “Tag Acceptance PriceRight Notice”), of the Execution Date not less than two (2) Business Days prior to such date. The Tag Right Notice shall also specify the following: (i) the identity and if unlisted securities were proposed as considerationmailing address of the Buyer, (ii) the per-share purchase price and form of Nonconsideration to be paid by the Buyer for the ROFR Shares, (iii) the Tag Along Share Number (showing the calculation thereof in reasonable detail), (iv) any other material terms and conditions of the sale of the ROFR Shares (including any indemnification or other post-Cash Consideration closing obligations to the Selling Shareholder) and (v) that the Rights Party elects Buyer has provided the undertaking referred to receivein the next following sentence. Any Tag Along Sale Agreement shall include an irrevocable undertaking by the Buyer to purchase Company Shares from the Tag Along Shareholders (x) in an amount equal to the Tag Along Share Number and (y) on the same terms and conditions as those on which the Buyer has agreed to purchase the ROFR Shares of the Selling Shareholder, and the Tag Along Shareholders shall be named as express beneficiaries of that undertaking in the Tag Along Sale Agreement.

Tag-Along Rights. (a) If In the Selling Party receives event that any Sponsor Investor (other than the CM Shareholder and the Fortress Investor) (a bona fide offer “Disposing Investor”) proposes to Transfer Shares to one or more Persons (whether other than in an Exempt Transfer or as expressly provided above in Section 3.2(f)), prior to effecting such Transfer of Shares, the Disposing Investor shall give not less than fourteen (14) days’ prior written notice (the “Tag-Along Notice”) of such offer is solicited) that intended Transfer to the Selling Party wishes to accept other Sponsor Investors, which shall specifically identify the proposed transferee or transferees (an together, the “OfferTag-Along Offeror”), the Selling Party shall include in number of Shares as is proposed to be Transferred by the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered Disposing Investor(s) to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer Tag-Along Offeror (the “OfferorTag-Along Sale Number”) and ), the maximum number of Shares that the Tag-Along Offeror is willing to purchase (ii) the “Maximum Tag-Along Sale Number”), the purchase price per Share in cash therefor and a summary of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other material terms and conditions of the proposed Transfer (including the proposed timeTransfer, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities shall contain an offer (the “Unlisted SecuritiesTag-Along Offer”)) by the Tag-Along Offeror to each other Sponsor Investor, the which Tag-Along Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or be irrevocable for a combination period of the two ten (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (510) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party delivery thereof (the “Tag RightTag-Along Period”) (and, to the extent the Tag-Along Offer is accepted during such period, shall remain irrevocable until the consummation of the Transfer contemplated by the Tag-Along Offer), to purchase from such Sponsor Investor at the same price per share (on an as converted basis to Common Shares, if applicable) to be paid to, and upon the same terms offered by the Tag-Along Offeror to, the Disposing Investor, which shall be set forth in an amount not greater than the total Tag-Along Notice, that number of Shares owned by such Sponsor Investor as is equal to the Rights Party multiplied by product of (A) a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party Tag-Along Sale Number and the denominator of which is the total aggregate number of Shares owned as of the date of the Tag-Along Offer by the Disposing Investor and its Affiliates and (B) the number of Shares owned by the Selling Party. The Tag Notice shall state the total number such Sponsor Investor as of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Tag-Along Offer; provided that the number of Shares required to be purchased from such Sponsor Investor by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 3.3(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Offer may be accepted in whole or in part at the option of each of the other Sponsor Investors. Notice of any Sponsor Investor’s intention to accept a Tag-Along Offer, in whole or in part, shall be evidenced by a writing signed by such Sponsor Investor and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of Shares that such Sponsor Investor elects to Transfer. In the event that the number of Shares proposed to be sold by the Disposing Investor(s) to the Tag-Along Offeror plus the aggregate number of Shares all Sponsor Investors elect to Transfer to a Tag-Along Offeror (the “Tag Acceptance PriceTotal Tag-Along Shares”), and if unlisted securities were proposed as consideration) is greater than the Maximum Tag-Along Sale Number, the form Disposing Investor(s) and each Sponsor Investor shall be entitled to Transfer to the Tag-Along Offeror only that number of NonShares that is equal to (1) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Cash Consideration that Along Offeror by the Rights Party elects to receiveDisposing Investor or Sponsor Investor, as applicable, multiplied by (2) a fraction, the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Shares.

Tag-Along Rights. (a) If the Selling Party receives a bona fide offer Company does not elect to Transfer Shares (whether or not such offer is solicited) that purchase all of the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered Offered Units pursuant to Section 3.03(a8.06(b), or in an updated Offer Notice subsequently delivered and the Remaining Members do not elect to purchase all of the Offered Units pursuant to Section 8.06(e), then the Remaining Members which did not provide the Selling Member with a written notice pursuant to Section 8.06(e) (and only such Remaining Members) may, by giving written notice to the Rights PartySelling Member (a “Tag Along Notice”; the Remaining Members issuing a Tag Along Notice are referred to herein as “Tag Along Members”) within 30 days after the date of the expiration of the 30 day period under Section 8.06(e), information concerning require the Selling Member, jointly with the Tag Along Members, to issue to the issuer of the Qualified Offer (i) the identity a rejection of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) Qualified Offer, and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party offer (the “Tag RightAlong Offer”), in an amount not greater than the ) to sell a total number of Shares owned by Units equal to the Rights Party number of Offered Units, with each of the Selling Member and the Tag Along Members offering to sell Units equal to the number of the Offered Units multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred Units held by the Selling Party such Member, and the denominator of which is equal to the total number of Shares owned Units held by the Selling PartyMember and the Tag Along Members. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included sale terms specified in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which Tag Along Offer shall be the higher of (i) same as the cash price per Share included terms proposed in the Qualified Offer, and the total consideration for all of the Units pursuant to the foregoing transaction shall be divided and apportioned among the Members pro rata in accordance with each Member’s Pro Forma Liquidation Amount. If the Tag Along Offer Notice (including, if relevantis accepted by the issuer of the Qualified Offer, the Fair Market Value of any Non-Cash Consideration) Selling Member and (ii) the Fair Market Value per Share Tag Along Members shall consummate the sale of the Rights Party’s Shares Units pursuant to the terms of the Tag Along Offer. The Units offered pursuant to a Tag Along Offer shall not be subject to the rights of first refusal under Section 8.06. If a Remaining Member fails to deliver a Tag Along Notice on to the date of Selling Member within the Tag Notice (the “Tag Acceptance Price”)period prescribed in this section, and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects such Remaining Member will be deemed to receivehave waived any tag along rights hereunder.

Tag-Along Rights. If any Holder proposes to sell or transfer (a“Tag-Along Transfer”) If a number of Conversion Shares equal to or greater than the Selling Party receives number of Conversion Shares that would be received upon conversion of 2,000 shares of Convertible Preferred Stock (which amount shall be adjusted to account for any dividends on, subdivisions of, or combinations of, Common Stock) held by such Holder to a bona fide offer to Transfer Shares Person who is not an Affiliate of such Holder (whether or not such offer is solicited) that the Selling Party wishes to accept (an “OfferThird Party”), the Selling Party in a single transaction or a series of related transactions, then, at least fifteen (15) days prior to any such Tag-Along Transfer, such Holder shall include provide to all other Holders a notice (a “Tag-Along Notice”) delivered to such Holders at their address set forth in the Offer Notice delivered pursuant to Section 3.03(a)Purchase Agreement, or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) explaining the terms and conditions of the proposed such Tag-Along Transfer (including the proposed timeconsideration to be paid) and identifying the name and address of the Third Party. If such notice is sent, date and place for it and then, upon the written request (“Tag-Along Request”) of any such Holder (a “Requesting Holder”) made within ten (10) days after the day the Tag-Along Notice is received by such Holder, the Holder proposing to make the Tag-Along Transfer shall cause the Third Party to purchase from each Requesting Holder a number of Conversion Shares equal to the product of (A) the quotient of (1) the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Conversion Shares to the Offeror in accordance with this Section 3.04 probe subject to such Tag-rata with the Selling Party Along Transfer divided by (the “Tag Right”), in an amount not greater than 2) the total number of Conversion Shares owned held by the Rights Party Holder proposing such Tag-Along Transfer and all Requesting Holders, multiplied by a fraction, the numerator of which is (B) the total number of Conversion Shares the Requesting Holder has requested to have transferred. Such purchase shall be made on the same date and at the same price and on terms and conditions at least as favorable to Requesting Holders as the terms and conditions contained in the Tag-Along Notice delivered in connection with such proposed transaction. To the extent a Holder does not receive a Tag-Along Request with respect to Conversion Shares for which such Holder has provided a Tag-Along Notice within the time period noted above, the Holder providing the Tag-Along Notice may sell the shares proposed to be transferred subject to such Tag-Along Transfer as set forth in the Tag-Along Transfer Notice. Each Requesting Holder shall effect its participation in a Tag-Along Transfer by promptly delivering to the Selling Party and Holder who proposed the denominator of Tag-Along Transfer (the “Proposing Holder”), for transfer to the Third-Party, one or more certificates, properly endorsed for transfer, which is represent the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Conversion Shares the Rights Party wishes to Requesting Holder has requested be included in transferred. Upon consummation of the proposed Tag-Along Transfer, the price per Share Proposing Holder shall remit or arrange for direct transfer to the Requesting Holder that portion of the Rights Party will accept for sale proceeds to which the Requesting Holder is entitled as a result of its participation in the Tag-Along Transfer. Notwithstanding the foregoing, Requesting Holders shall have no rights under this Section 1 with respect to any Tag-Along Transfer by a Holder to the extent such Shares, which shall be the higher of Tag-Along Transfer is (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value form of any Non-Cash Consideration) and a distribution to withdrawing partners from such Holder or otherwise among Affiliates of such Holder; (ii) in connection with a call written against the Fair Market Value per Share stock held by any Holder or a put right written with respect to stock held by a Holder, the rights under this Section 1 shall not arise until exercise of such put or call; (iii) any bona fide gift; or (iv) a transfer to the Proposing Holder’s ancestors, descendants or spouse, or to trusts for the benefit of such persons or the Proposing Holder. Any transferee of a Tag-Along Transfer shall take Conversion Shares so transferred free of the Rights Party’s rights and obligations of this Section. Any transferee under a transfer not subject to this Section shall take Conversion Shares so transferred subject to the Tag Notice on the date rights and obligations of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivethis Section.

Tag-Along Rights. If Insight desires at any time to sell to any other Person (athe "Third-Party Purchaser") If all or any part of any Common Interest held by Insight, Insight shall send Central and the Selling Principals a written notice of the proposed sale and shall afford Central the opportunity to sell to the Third-Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) that Purchaser, for the Selling Party wishes to accept (an “Offer”type of consideration provided in Section 9.6(d), the Selling Party shall include in the Offer Notice delivered pursuant on terms equivalent as to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash Unit (subject to Section 9.6(g)) and otherwise identical (subject to Section 9.6(f)) to those applicable to the sale of the Offer (orCommon Interest proposed to be sold by Insight, if the Offer consists in whole or in part that percentage of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value its Common Interest equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares Units assigned to the Common Interest proposed to be transferred sold by the Selling Party Insight and the denominator of which is the total number of Shares owned Units assigned to all of the Common Interests of Insight. For purposes of this Section 9.6(a), Central shall have been afforded the opportunity to sell its Common Interest if Central and the Principals shall have received, at least thirty days prior to the sale by Insight, the Selling Party. The Tag Notice shall state notice from Insight referred to in the total number first sentence of Shares this Section 9.6(a), specifying the Rights Party wishes material terms of the proposed sale, the purchase price and other terms and conditions of payment, and the anticipated date on or about which the proposed sale is to be included made, and accompanied by an offer from the Third-Party Purchaser to purchase Central's Common Interest on the terms described in this Section 9.6(a). Central shall accept the proposed Transferoffer to sell its Common Interest pursuant to this Section 9.6(a) if the Principals so elect, and Insight's notice to Central and the price per Share Principals pursuant to this Section 9.6(a) shall specify the deadline before which the Principals must notify Insight of their election that the Rights Party will accept for such SharesCentral sell any of its Common Interest pursuant to this Section 9.6(a), which deadline may not be before the later of (1) the fifteenth day after the Principals' receipt of Insight's notice or (2) the fifth day after the amount of consideration allocable to Insight's Common Interest is agreed to between Insight and the Principals or otherwise determined pursuant to Section 9.6(e). Any purchase and sale of any part of Central's Common Interest pursuant to this Section 9.6(a) shall be conditioned on the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share consummation of the Rights Party’s Shares subject purchase and sale of Insight's Common Interest to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivewhich this Section 9.6(a) applies.

Tag-Along Rights. (a) If Except in the Selling Party receives case of a bona fide offer Permitted Transfer (other than pursuant to clause (D) of the definition thereof), sales pursuant to Article 3 or sales pursuant to Rule 144, prior to any member of the Invus Group (the “Tag Along Seller”) Transferring any of its Capital Stock (including a Transfer Shares (whether or not such offer is solicited) that of Capital Stock to the Selling Party wishes to accept (an “Offer”Company), the Selling Party Tag Along Seller shall include in the Offer Notice delivered pursuant deliver to Section 3.03(a)each Tag Along Offeree, or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer a notice (the “OfferorTransfer Notice”) and (ii) setting forth the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the principal proposed terms and conditions of the proposed Transfer Transfer, including (including i) the proposed time, date and place for it and the total number of Shares that shares of the Offeror is willing Capital Stock which the Tag Along Seller proposes to purchase). If the purchase price specified in the Offer includes unlisted securities Transfer (the “Unlisted SecuritiesTransfer Shares”), ; (ii) the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination name and address of the two (transferee to whom the Tag Along Seller proposes to transfer such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party shares (the “Tag RightProspective Acquirer”); and (iii) the proposed price (or the formula pursuant to which such purchase price will be determined) and payment terms for said Transfer Shares, including, if such payment is in an amount not greater a form other than cash or cash equivalent, a good faith estimate of such property’s fair market value. Upon receipt of the total Transfer Notice, the Tag Along Offeree shall have the right, at the Tag Along Offeree’s option, to require the Tag Along Seller to arrange for the sale to the Prospective Acquirer (on terms and conditions at least as favorable to the Tag Along Offeree as the terms and conditions set forth in the Transfer Notice) of such number of Shares shares of Capital Stock of the Company owned by the Rights Party multiplied Tag Along Offeree determined by multiplying the number of shares of Capital Stock of the Company then owned by the Tag Along Offeree by a fraction, the numerator of which is the number of Transfer Shares and the denominator is the total number of shares of Capital Stock owned by the Invus Group at such time (rounded down to the nearest full share). If the Prospective Acquirer will not acquire all of the Transfer Shares proposed and the shares of Capital Stock which the Tag Along Offeree wishes to dispose of pursuant to this Section 6.1, the number of shares of Capital Stock to be transferred Transferred by the Selling Party Tag Along Seller and the Tag Along Offeree to the Prospective Acquirer shall be a number of shares equal to the number of shares which the Prospective Acquirer desires to acquire multiplied by a fraction, the numerator of which shall be the number of shares of Capital Stock owned by the Invus Group or such Tag Along Offeree, as applicable, and the denominator of which is shall be the total aggregate number of Shares shares of Capital Stock owned by the Selling PartyInvus Group and the Tag Along Offerees (rounded down to the nearest full share). The Transfer to the Prospective Acquirer must be completed within one hundred and eighty (180) days after the receipt of the Transfer Notice by the Tag Along Offeree and if not so completed, such Transfer Shares shall then again become subject to all of the restrictions of this Agreement. The Tag Notice shall state Along Offeree shall, within ten (10) business days after the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share receipt of the Rights Party’s Shares subject Transfer Notice by the Tag Along Offeree, exercise its right under this Section 6.1 by written notice to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveAlong Seller.

Tag-Along Rights. Notwithstanding anything to the contrary in the Partnership Agreements, during the period from January 1, 2006 to December 31, 2007 (athe “Tag Period”), subject to the limitations set forth in this Agreement or in the Transaction Agreement among the Parties dated as of December 9, 2004 (the “Transaction Agreement”), each of the Groups shall be permitted to market and sell its entire ownership interest in the Subject Partnerships to third parties not affiliated with either Group, without the consent of the other Group; provided however, that any Party who is in discussions with, or providing information to, another party in connection with a possible sale of its ownership interests in the Subject Partnerships, shall apprise the other Party hereto of such discussions. In the event that a Group (the “Sale Group”) If the Selling Party receives a bona fide offer or offers from such a third party (the “Purchaser”) to Transfer Shares (whether or not purchase its entire ownership interest in the Subject Partnerships during the Tag Period, the Sale Group shall then cause such offer is solicited) that (the Selling Party wishes to accept (an “Tag-Along Offer”) to be reduced to writing and shall give the other Group (the “Tagging Group”) written notice thereof (the “Tag-Along Notice”). The Tag-Along Notice shall contain a true and correct copy of the Tag-Along Offer, the Selling Party which shall include (A) the price (which must be solely payable in cash) at which the Offer Notice delivered pursuant sale is proposed to Section 3.03(a)be made, and (B) any other material terms or in an updated Offer Notice subsequently delivered to conditions of the Rights PartyTag-Along Offer; provided, information concerning however, that (i) the identity Tag-Along Offer must provide that the price to be paid to the Tagging Group for its ownership interest in the Subject Partnerships be equal (or, if the Groups no longer hold equivalent percentages of the Person (including all of Subject Partnerships, then in proportion to such ownership percentages) to the price to be paid to the Sale Group for its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) ownership interest and (ii) the purchase price per Share Tagging Group shall not be required to make representations or warranties or agree to covenants or conditions that are not customary or that are in cash addition to or materially different from the representations, warranties, covenants and conditions applicable to the Sale Group. The Tagging Group shall have the right and option, within 30 days after receipt of the Tag-Along Notice (the “Tag-Along Period”) to accept the Tag-Along Offer for its entire ownership interest in the Subject Partnerships. If the Tagging Group desires to exercise such option, the Tagging Group shall provide the Sale Group with written notice thereof (ora “Tag-Along Acceptance Notice”), if which shall be a deemed acceptance of the Tag-Along Offer consists in whole or in part by the Tagging Group. If the Tagging Group delivers a Tag-Along Acceptance Notice to the Sale Group, each of Non-Cash Consideration, a description of such Non-Cash Consideration together the Sale Group and the Tagging Group shall use their commercially reasonable efforts to execute and deliver definitive agreements with the determination Purchaser to sell all of the Fair Market Value of such Non-Cash Consideration outstanding interests in the Subject Partnerships on the date terms and subject to the conditions set forth in the Tag-Along Notice. The Sale Group shall control all negotiations with the Purchaser, and the Tagging Group will use its commercially reasonable efforts to cooperate with the Sale Group in order to cause the consummation of the Offer sale of the Subject Partnerships to the Purchaser. If the Tagging Group does not provide the Sale Group with a Tag-Along Acceptance Notice and any valuation by during the Offeror of such NonTag-Cash Consideration) and (iii) Along Period, the Sale Group may proceed to sell its ownership interest in accordance with the terms and conditions of the proposed Transfer (including offer set forth in the proposed time, date and place for it and Tag-Along Notice. In the total number of Shares event that the Offeror is willing to purchase). If NBCU Parties are the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”)Tagging Group, the Offer Notice, or the updated Offer Notice, NBCU Parties shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities be entitled to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together independent discussions with the determination Purchaser with respect to a potential sale of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror other interests in accordance with this Section 3.04 proOrlando-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares based assets owned by the Rights Party multiplied by NBCU Parties and set forth on Exhibit A; provided, however, that it shall not be a fraction, condition to the numerator consummation of which is the total number of Shares proposed to be transferred a sale by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes Tagging Group pursuant to this Section 2.2 that such other assets be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share part of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivetransaction or sold.

Tag-Along Rights. (a) If a Series AC Partner (the Selling Party receives a bona fide offer “Transferor”) proposes to Transfer Shares all or a part of its Series AC Partnership Interests to a Third Party (the “Tag-Along Transferee”), then such Transferor shall send written notice of such proposed Transfer (the “Tag-Along Notice”) to the other Series AC Partners (the “Tag Offerees”) at least 30 days prior to effecting such Transfer. Such Tag-Along Notice may be combined with a ROFR Notice and may be conditioned upon the ROFR Holders not exercising the right of first refusal contained in Section 4.4. The Tag-Along Notice shall set forth the identity of the Tag-Along Transferee (including, if such information is not publicly available, information about the identity of the Tag-Along Transferee and its Affiliates), the amount and the Series AC Partnership Interests to be Transferred, the proposed purchase price expressed in U.S. dollars (whether or not such offer the form of consideration is solicited) that wholly or partially cash or cash equivalents), all details of the Selling Party wishes payment terms, the time and place for the closing and all other material terms and conditions, including the nature of the representations and warranties to accept be made and the indemnities to be given, in connection with the proposed Transfer. Each of the Tag Offerees shall then have the irrevocable right (an a “OfferTag-Along Right”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in exercisable by delivery of an updated Offer Notice subsequently delivered irrevocable notice to the Rights PartyTransferor at any time within 20 days after receipt of the Tag-Along Notice, information concerning to participate in such Transfer by selling to the Tag-Along Transferee a pro rata portion of such Tag Offeree’s Series AC Partnership Interests, based on the respective Tag Pro Rata Share of the Transferor and the other Tag Offerees that exercise their Tag-Along Right, on the same terms (including with respect to representations, warranties and indemnification) as the Transferor; provided, however, that (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) any representations and warranties relating specifically to any such Tag Offeree shall only be made by such Tag Offeree; (ii) any indemnification provided by the purchase price per Share Transferor and any such Tag Offeree (other than with respect to the representations referenced in cash the foregoing subsection (i)) shall be based on the Series AC Percentage Interest being sold by each party in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow (such escrow not to exceed 25% of the Offer (or, if proceeds received by the Offer consists in whole or in part of NonTag Offerees that exercise their Tag-Cash Consideration, a description Along Right without the consent of such Non-Cash Consideration together Tag Offerees) established for the benefit of the proposed purchaser (each party’s contributions to such escrow to be on a pro rata basis in accordance with the determination proceeds received from such sale), it being understood and agreed that any such indemnification obligation of any such Tag Offeree shall in no event exceed the Fair Market Value of net proceeds to such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of Tag Offeree from such Non-Cash Consideration) proposed Transfer; and (iii) the terms and conditions form of consideration to be received by the Transferor in connection with the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which sale shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the same as that received by such Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveOfferee.

Tag-Along Rights. If any Holder proposes to sell or transfer (a"Tag-Along Transfer") If a number of Conversion Shares equal to or greater than the Selling Party receives number of Conversion Shares that would be received upon conversion of 2,000 shares of Convertible Preferred Stock (which amount shall be adjusted to account for any dividends on, subdivisions of, or combinations of, Common Stock) held by such Holder to a bona fide offer to Transfer Shares Person who is not an Affiliate of such Holder (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”"Third Party"), the Selling Party in a single transaction or a series of related transactions, then, at least fifteen (15) days prior to any such Tag-Along Transfer, such Holder shall include provide to all other Holders a notice (a "Tag-Along Notice") delivered to such Holders at their address set forth in the Offer Notice delivered pursuant to Section 3.03(a)Purchase Agreement, or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) explaining the terms and conditions of the proposed such Tag-Along Transfer (including the proposed timeconsideration to be paid) and identifying the name and address of the Third Party. If such notice is sent, date and place for it and then, upon the written request ("Tag-Along Request") of any such Holder (a "Requesting Holder") made within ten (10) days after the day the Tag-Along Notice is received by such Holder, the Holder proposing to make the Tag-Along Transfer shall cause the Third Party to purchase from each Requesting Holder a number of Conversion Shares equal to the product of (A) the quotient of (1) the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Conversion Shares to the Offeror in accordance with this Section 3.04 probe subject to such Tag-rata with the Selling Party Along Transfer divided by (the “Tag Right”), in an amount not greater than 2) the total number of Conversion Shares owned held by the Rights Party Holder proposing such Tag-Along Transfer and all Requesting Holders, multiplied by a fraction, the numerator of which is (B) the total number of Conversion Shares the Requesting Holder has requested to have transferred. Such purchase shall be made on the same date and at the same price and on terms and conditions at least as favorable to Requesting Holders as the terms and conditions contained in the Tag-Along Notice delivered in connection with such proposed transaction. To the extent a Holder does not receive a Tag-Along Request with respect to Conversion Shares for which such Holder has provided a Tag-Along Notice within the time period noted above, the Holder providing the Tag-Along Notice may sell the shares proposed to be transferred subject to such Tag-Along Transfer as set forth in the Tag-Along Transfer Notice. Each Requesting Holder shall effect its participation in a Tag-Along Transfer by promptly delivering to the Selling Party and Holder who proposed the denominator of Tag-Along Transfer (the "Proposing Holder"), for transfer to the Third-Party, one or more certificates, properly endorsed for transfer, which is represent the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Conversion Shares the Rights Party wishes to Requesting Holder has requested be included in transferred. Upon consummation of the proposed Tag-Along Transfer, the price per Share Proposing Holder shall remit or arrange for direct transfer to the Requesting Holder that portion of the Rights Party will accept for such Shares, sale proceeds to which shall be the higher Requesting Holder is entitled as a result of (i) the cash price per Share included its participation in the Offer Notice (including, if relevant, the Fair Market Value of any NonTag-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveAlong Transfer.

Tag-Along Rights. (a) If Subject to the Selling Party receives a bona fide offer prior exercise of the Company’s or the Principal Stockholders’ Call Right pursuant to Sections 2(a) and 2(c), if one or more of the Principal Stockholders at any time propose to Transfer Shares shares of Common Stock (whether or rights to acquire Common Stock) to a Third Party Purchaser, in a single Transfer or a series of related Transfers (other than any Transfer which, when aggregated with all prior sales, does not such offer is solicited) that exceed 5% of the Selling Party wishes to accept (an “Offer”aggregate number of shares of Common Stock held by the Principal Stockholders as of the date of this Agreement), then each Management Stockholder shall have the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer right (the “OfferorTag-Along Right”) to require that the proposed Third Party Purchaser purchase from such Management Stockholder up to the number of whole Restricted Shares of Common Stock (including any Restricted Shares of Common Stock issuable upon the exercise of Rollover Options and (ii) the purchase price per Share in cash Vested Options, including any options that vest as a result of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination consummation of the Fair Market Value of such Non-Cash Consideration on Transfer to the date of Third Party Purchaser) equal to the Offer Notice and any valuation number derived by the Offeror of such Non-Cash Considerationmultiplying (x) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares shares of Common Stock that the Offeror is willing proposed Third Party Purchaser has agreed or committed to purchase). If the purchase price specified in the Offer includes unlisted securities , by (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevanty) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Restricted Shares proposed of Common Stock (including any Restricted Shares of Common Stock issuable upon the exercise of Rollover Options and Vested Options (including options that vest as a result of the consummation of the Transfer to be transferred the Third Party Purchaser)) owned by the Selling Party Management Stockholder as of the date of the proposed Transfer, and the denominator of which is the total aggregate number of Shares owned by shares of Common Stock owned, as of the Selling Party. The Tag Notice shall state the total number date of Shares the Rights Party wishes to be included in the proposed Transfer, by the price Principal Stockholders, the Company, the Management Stockholder and all other holders of Common Stock who have exercised a Tag-Along Right substantially similar to the rights granted to the Management Stockholder in this Section 4 or any other form of tag-along right, whether granted pursuant to this Agreement or any other agreement to which the Company is a party, (including any Restricted Shares of Common Stock issuable upon the exercise of all Rollover Options and Vested Options (including options that vest as a result of the consummation of the Transfer to the Third Party Purchaser)). The intent of this computation is to accord to the Management Stockholder the right to sell the same percentage of its holdings of Common Stock as the Principal Stockholders is entitled to sell in such transaction. Any Restricted Shares purchased from the Management Stockholder pursuant to this Section 4(a) shall be purchased upon the same terms and conditions (including without limitation for the same form and amount of consideration per Share that share of Common Stock) as such proposed Transfer by the Rights Party will accept for selling Principal Stockholder(s). In connection with the exercise of any Tag-Along Right, no Management Stockholder, without such SharesManagement Stockholder’s consent, shall be required to (x) make representations and warranties, except as to title and related matters, which shall in no way relate to operational matters of the Company or its subsidiaries, (y) provide any indemnity in excess of the net proceeds received by such Management Stockholder from such sale, or that applies on a non-prorata basis, or that applies on any basis other than a several and not joint basis or (z) be required to agree to a non-compete or similar restriction that is more restrictive (in either scope or duration) than that contained in any agreement to which such Management Stockholder is party, provided that, notwithstanding the higher foregoing, in connection with the exercise of (i) the cash price per Share included in the Offer Notice (including, if relevantany Tag Along Right, the Fair Market Value Management Stockholder may be required to agree to a non-compete or similar restriction for a period of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on not longer than two years following the date of closing of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects Transfer pursuant to receivethis Section 4.

Tag-Along Rights. Subject to Clause 17.3, a Stockholder (athe "Transferring Stockholder") If shall not Transfer (either directly or indirectly), in any one transaction or series of related transactions, to any Person or group of Persons, any Shares, unless the Selling Party receives a bona fide terms and conditions of such Transfer shall include an offer to Transfer the other Stockholders (the "Remaining Stockholders"), to sell Shares at the same price and on the same terms and conditions as the Transferring Stockholder has agreed to sell its Shares (whether the "Tag Along Right"). In the event a Transferring Stockholder proposes to Transfer any Shares in a transaction subject to this Clause 17.4, it shall notify, or not such offer is solicited) that the Selling Party wishes cause to accept (an “Offer”)be notified, the Selling Party Remaining Stockholders in writing of each such proposed Transfer. Such notice shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning set forth: (i) the identity name of the Person (including all transferee and the amount of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and Shares proposed to be transferred, (ii) the purchase price per Share in cash proposed amount and form of the Offer (or, if the Offer consists in whole or in part consideration and terms and conditions of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation payment offered by the Offeror of such Non-Cash Considerationtransferee (the "Transferee Terms") and (iii) that the terms and conditions transferee has been informed of the proposed Transfer (including the proposed timeTag Along Right provided for in this Clause 17, date and place for it if such right is applicable, and the total number of Shares that the Offeror is willing transferee has agreed to purchase)purchase from the Stockholders in accordance with the terms hereof. If The Tag Along Right may be exercised by each of the purchase price Remaining Stockholders by delivery of a written notice to the Transferring Stockholder (the "Co-sale Notice") within 20 business days following receipt of the notice specified in the Offer includes unlisted securities (preceding subsection. The Co-sale Notice shall state the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by such Remaining Stockholder which the Rights Party Remaining Stockholder wishes to include in such Transfer; provided, however, that without the written consent of the Transferring Stockholder, the amount of such securities belonging to the Remaining Stockholder included in such Transfer may not be greater than such Remaining Stockholder's percentage beneficial ownership of Fully Diluted Common Stock multiplied by a fraction, the numerator of which is the total number of Shares proposed shares of Fully Diluted Common Stock to be transferred sold by both the Selling Party Transferring Stockholder and all Remaining Stockholders. Upon receipt of a Co-sale Notice, the denominator of which is Transferring Stockholder shall be obligated to transfer at least the total entire number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included set forth in the proposed TransferCo-sale Notice to the transferee on the Transferee Terms; provided, however, that the Transferring Stockholder shall not consummate the purchase and sale of any Shares hereunder if the transferee does not purchase all such Shares specified in all Co-sale Notices. If no Co-sale Notice has been delivered to the Transferring Stockholder prior to the expiration of the 20 business day period referred to above and if the provisions of this Section have been complied with in all respects, the price per Share that Transferring Stockholder shall have the Rights Party will accept right for a 45-day period to Transfer Shares to the transferee on the Transferee Terms without further notice to any other party, but after such Shares45-day period, which shall no such Transfer may be made without again giving notice to the higher Remaining Stockholders of (i) the cash price per Share included in proposed Transfer and complying with the Offer Notice (including, if relevant, requirements of this Clause 17. At the Fair Market Value closing of any Non-Cash Consideration) and (ii) the Fair Market Value per Share Transfer of the Rights Party’s Shares subject to this Clause 17, the Transferring Stockholder, and the Remaining Stockholder, in the event such Tag Notice on Along Right is exercised, shall deliver certificates evidencing such securities as have been Transferred by each, duly endorsed, or accompanied by written instruments of transfer in form reasonably satisfactory to the date transferee, free and clear of any adverse claim, against payment of the Tag Notice (purchase price therefor. Notwithstanding the “Tag Acceptance Price”)foregoing, and if unlisted securities were proposed as consideration, this Clause 17 shall not apply to any sale of Common Stock pursuant to an effective registration statement under the form of Non-Cash Consideration that the Rights Party elects to receive.Securities Act in a bona fide public offering. CLAUSE 18

Tag-Along Rights. (a) If Prior to the Selling Party consummation of a Qualified IPO, and after having complied with the provisions of Section 3.2 with respect to any proposed Transfer, if (i) an Investor proposes to Transfer Securities (which, for purposes of this Section 3.3 only, will include the Common Stock issuable upon the conversion of the Convertible Notes as if the Convertible Notes had been converted) to a Person that is not a Security Holder or an Affiliate thereof, or (ii) following the Transfer Restriction Termination Date, any Non-Investor Security Holder receives a bona fide offer to Transfer Shares purchase all or a portion of the Securities held by such Non-Investor Security Holder (whether or not such offer is solicited) that the Selling Party wishes to accept (an each, a “Transaction Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer a Person who is not a Permitted Transferee of such Security Holder (the “Offeror”), such Security Holder (a “Transferring Security Holder”) may Transfer such Securities pursuant to the provisions of this Section 3.3. If any Transferring Security Holder proposes to Transfer (other than pursuant to Article V or to a Permitted Transferee) any of its Securities pursuant to a Transaction Offer from an Offeror, such Transferring Security Holder will cause the Transaction Offer to be reduced to writing and will notify the Company and each Major Security Holder (iicollectively, the “Eligible Security Holders”) of such Transferring Security Holder’s desire to accept the purchase price per Share in cash Transaction Offer and otherwise comply with the provisions of this Section 3.3 not later than 20 days prior to the proposed date of such Transfer (such notice, the “Offer Notice”). The Offer Notice will be accompanied by a true copy of the Transaction Offer (orwhich will identify the Offeror, if the number of Securities proposed to be purchased, the proposed consideration and all other material terms and conditions of such Transaction Offer. For purposes of this Section 3.3, the consideration offered by the Offeror will be deemed to include any escrow, holdback, earnout or other contingent payment, and any amount allocated to or payable under non-competition agreements to be entered into in connection with the consummation of the Transaction Offer, and any amount allocated to or payable under employment agreements with any such Transferring Security Holder to be entered into in connection with the consummation of the Transaction Offer in excess of 110% of the amount allocated to or payable under any employment agreements with any such Transferring Security Holder in existence as of the date of the Transaction Offer. If the Transaction Offer price consists in whole or in part of Non-Cash Considerationconsideration other than cash (including any rights, a description of such Non-Cash Consideration together with fees or payments for services that may be offered to the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation Transferring Security Holder or its Affiliates by the Offeror of or its Affiliates in connection with such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed timeTransaction Offer, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all extent such rights, fees or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be payments exceed the higher of 110% of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value fair value of any Non-Cash Consideration) such services and (ii) the Fair Market Value per Share of usual and customary fee charged by the Rights Party’s Shares subject Transferring Security Holder or its Affiliates for such services), the Transferring Security Holder will provide such information, to the Tag Notice on extent reasonably available to the date of Transferring Security Holder, relating to such consideration as the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as Company or any Eligible Security Holder may reasonably request in order to evaluate such non-cash consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.

Tag-Along Rights. (a) If In the Selling Party receives event that any Principal Stockholder proposes to transfer, in a bona fide offer single transaction or series of related transactions, shares of Common Stock representing 25% or more of the shares of Common Stock held by such Principal Stockholder on the date hereof, which transfer either (i) occurs prior to Transfer Shares the date on which all Registrable Securities are freely transferable pursuant to Rule 144(k) under the Securities Act, or (whether ii) involves a change in control of the Company (defined as the acquisition of Common Stock representing more than 33% of the total combined voting power of the Common Stock taken as a whole, by any person or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”group of persons acting in concert), the Selling Party transferring Principal Stockholder shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description give written notice of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) proposed transfer to Purchaser specifying the terms and conditions of such transfer and the identity of the proposed Transfer transferee (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchasea "Sale Notice"). If Purchaser shall have the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities right to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included participate in the proposed Transfertransfer by delivering to the transferring Principal Stockholder a written notice of such election within five business days following delivery of the Sale Notice. If Purchaser elects to participate in such transfer, the transferring Principal Stockholder and Purchaser will be entitled to sell in such proposed transfer, at the same price per Share that and on the Rights Party will accept for such Sharessame terms, which shall be a number of shares of Common Stock equal to the higher product of (i) the cash price per Share included in quotient determined by dividing the Offer Notice number of shares of Common Stock then held by the transferring Principal Stockholder or Purchaser, as the case may be, by the aggregate number of shares of Common Stock then held by the transferring Principal Stockholder and all participating holders (includingincluding the Purchaser) exercising contractual tag-along rights, if relevant, the Fair Market Value of any Non-Cash Consideration) and multiplied by (ii) the Fair Market Value per Share number of shares of Common Stock to be sold in such proposed transfer. The transferring Principal Stockholder shall not effect such proposed transfer unless the proposed transferee consents to the participation of the Rights Party’s Shares subject Purchaser pursuant to this Section 3. In the Tag Notice on event that Purchaser does not elect to participate in a proposed transfer, the transferring Principal Stockholder shall have a period of time ending 90 days after the date of delivery of the Tag Sale Notice (or, if later, five days following the “Tag Acceptance Price”)expiration or early termination of all waiting periods applicable to such transfer under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and if unlisted securities were proposed as considerationamended) within which to effect the transfer on the terms set forth in the Sale Notice. If such transfer is not completed within such period or in the event of a material change in the terms set forth in the Sale Notice, the form transferring Principal Stockholder shall be required to once again comply with the provisions of Non-Cash Consideration that this Section 3 prior to effecting any transfer of such shares. This Section 3 shall not apply to transfers between the Rights Party elects Principal Stockholder or by a Principal Stockholder to receivemembers of such Principal Stockholder's immediate family or a trust for the benefit of members of such Principal Stockholder's immediate family so long as such transferee agrees to be bound by the provisions of this Section 3 in connection with any subsequent transfer of such shares. For purposes of this Section 3, "Common Stock" shall include the Company's Class A Common Stock and Class B Common Stock.

Tag-Along Rights. (a) If the Selling Party receives Subject to first complying with Section 3.04(c), if at any time a Pattern Seller desires to effect a bona fide offer Transfer of some or all of its direct or indirect ownership interests in the Company whether in one transaction or a series of related transactions (the “Tag Along Sale Interests” and, any such transactions or series of related transactions, a “Tag Along Sale”) to Transfer Shares any Third Party other than a Permitted Transferee (whether or not such offer is solicited) that the Selling Party wishes to accept (an Third Party, a “OfferTag Along Purchaser”), then the Selling Party Managing Member shall include in be required to provide the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered Investor and its Permitted Transferees (to the Rights Party, information concerning extent that such Permitted Transferees own any Membership Interest) (icollectively the “Tag Along PSP Seller”) the identity of the Person with at least thirty (including all of its Controlling Persons30) from whom the Selling Party received the Offer calendar days’ prior written notice (the “OfferorTag Along Notice”) of such proposed Tag Along Sale. Such Tag Along Notice shall (A) identify the Tag Along Purchaser, the amount of Tag Along Sale Interests proposed to be transferred directly or indirectly by the Pattern Seller, the percentage of the then-issued and (ii) outstanding Units that such proposed Tag Along Sale Interests represents, the purchase sales price per Share in cash Unit, and a summary of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other material terms and conditions of the proposed Transfer Tag Along Sale and (B) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of the Pattern Seller in connection with the proposed timeTransfer. Within twenty (20) calendar days following receipt by the Tag Along PSP Seller of the Tag Along Notice, date and place for it and the total number of Shares that the Offeror is willing Tag Along PSP Seller may, by providing written notice (which notice shall be deemed to purchase). If the purchase price specified in the Offer includes unlisted securities be irrevocable when sent) (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Along Acceptance Notice”) to the Selling Party stating the Rights Party’s intention Managing Member, elect to Transfer all or to the Tag Along Purchaser, as part of their Shares the Tag Along Sale, an amount of Units owned by the Tag Along PSP Seller (the “Tagging Interests”) up to the Offeror total amount of issued and outstanding Units proposed to be Transferred to the Tag Along Purchaser pursuant to the Tag Along Sale multiplied by PSP’s Pro Rata Share, at the same purchase price per Unit as the Pattern Seller and otherwise on the same terms therefor and subject to the same conditions thereto. Neither the Pattern Seller nor any Controlled Affiliate thereof shall have entered into any collateral agreement, commitment or understanding with the Tag Along Purchaser or its affiliates that has or would have the effect of providing to the Pattern Seller or any such Controlled Affiliate consideration of greater value than the consideration offered pursuant to the Tag Along Sale; provided that such restriction shall not apply to any commercial agreement in effect at the time of such transaction (including, for the avoidance of doubt, the MOMA and the Project Administration Agreement) that was entered into prior to the date hereof or that was entered into following receipt of the consent thereto, if any, required in accordance with this Section 3.04 pro-rata with 6.03. If the Selling Party (Tag Along Purchaser does not accept all of the “Tag Right”), in an amount not greater than the total number of Shares owned Tagging Interests tendered by the Rights Party multiplied by a fractionTag Along PSP Seller, then the numerator of which is Pattern Seller shall have the total number of Shares proposed option to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of either (i) proportionately reduce the cash price per Share included in number of Tag Along Sale Interests and Tagging Interests to account for the Offer Notice (including, if relevant, maximum number of ownership interests that the Fair Market Value of any Non-Cash Consideration) and Tag Along Purchaser is willing to purchase or (ii) abandon the Fair Market Value per Share Tag Along Sale. If the Tag Along PSP Seller does not deliver a Tag Along Acceptance Notice within twenty (20) calendar days after receipt of the Rights Party’s Shares subject Tag Along Notice, the Tag Along PSP Seller shall be deemed to have waived its rights with respect to the Transfer of its Units pursuant to the applicable Tag Notice on Along Sale and the Pattern Seller shall have until one hundred eighty (180) calendar days after the expiration of such twenty (20) calendar day period after the date of the Tag Along Notice in which to Transfer the ownership interests in the Company described in the Tag Along Notice on terms not more favorable Mtl#: 2837088.5 1557237.09-WASSR01A - MSW to the Pattern Seller than those set forth in the Tag Along Notice. If at the end of such one hundred eighty (180) day period the Pattern Seller shall not have completed the Transfer of all of the Pattern Seller’s ownership interests in the Company contemplated to be transferred in the Tag Along Notice (reduced to account for any Tagging Interests (if any) and all Tagging Interests (if any)), then the Tag Along PSP Seller’s tag along rights shall again apply with respect to any such unsold ownership interests. This Section 3.04(b) shall not apply to any “Disposition” (as defined in the Holdings Operating Agreement) of the Class B Membership Interests (as defined in the Holdings Operating Agreement) in Holdings pursuant to Article 9 of the Holdings Operating Agreement (the “Tag Acceptance PriceArticle 9 Disposition”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.

Tag-Along Rights. (a) If In the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) event that the Selling LL Entities propose to transfer to any Person, other than an Affiliate (a "Third Party wishes to accept (an “Offer”Purchaser"), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a)a single transaction or a series of related transactions, shares of Common Stock or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity Class A Preferred Stock or Class B Preferred Stock which constitute at least 51% of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash then outstanding Equity Securities of the Offer Company (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation "Proposed Tag Sale") held by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed timeLL Entities, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) other than any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror transfer in accordance with Section 2.3 of this Section 3.04 pro-rata Agreement, then the Stockholders shall be offered, as provided below, the opportunity in connection with each such Proposed Tag Sale to sell all or a portion of their shares of Common Stock, Class A Preferred Stock and/or Class B Preferred Stock (collectively, the Selling Party "Tag Along Shares") on the Applicable Terms and Conditions (as defined below) for the shares of Common Stock or Class A Preferred Stock or Class B Preferred Stock to be sold by the LL Entities. The LL Entities shall give no less than thirty (30) days' prior written notice (the “"Tag Right”), in an amount not greater than Along Offer Notice") of the total number Proposed Tag Sale and its terms to the Stockholders. In furtherance of Shares owned by the Rights Party multiplied by a fractionforegoing, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Along Notice shall state include copies of all documents or agreements, to the total number extent available (and which may be subject to change prior to the closing of Shares such Proposed Tag Sale, which such change shall be provided to the Rights Party wishes Stockholders prior to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Sharesclosing if they elect to sell), which shall be executed by the higher of Stockholders in connection with the Proposed Tag Sale. If the Stockholders elect to accept the offer by written notice (ithe "Tag Along Acceptance Notice") the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the LL Entities within ten (10) days (the "Tag Notice on Along Acceptance Period") after the date of the Tag Along Offer Notice (and in any case not less than twenty (20) days prior to the “date of the closing of the Proposed Tag Acceptance Price”Sale), and if unlisted securities were the Stockholders shall have the right to sell to the Third Party Purchaser in such Proposed Tag Sale up to the same percentage of shares of Common Stock, Class A Preferred Stock or Class B Preferred Stock owned by the Stockholders as is the percentage of shares of Common Stock, Class A Preferred Stock or Class B Preferred Stock owned by the LL Entities that is proposed as considerationto be sold by the LL Entities. If the aggregate amount of shares of Common Stock, Class A Preferred Stock and/or Class B Preferred Stock proposed to be sold by the LL Entities, the form Stockholders and any other entity or entities exercising tag-along rights in connection with the Proposed Tag Sale exceeds the number of Non-Cash Consideration shares of Common Stock, Class A Preferred Stock or Class B Preferred Stock that the Rights Third Party elects Purchaser has agreed to receivepurchase, then the number of shares that may be sold by the Stockholders shall equal the product of (x) the number of shares of Class A Preferred Stock, Class B Preferred Stock and Common Stock that the Third Party Purchaser has agreed to purchase, multiplied by (y) the quotient determined by dividing (1) the sum of the number of shares of Class A Preferred Stock, Class B Preferred Stock and Common Stock owned by the Stockholders on a Fully Diluted Basis, calculated as of the last day of the twenty (20)-day period by (2) the sum of the aggregate number of shares of Class A Preferred Stock, Class B Preferred Stock and Common Stock owned by the LL Entities, the Stockholders and any other entity exercising tag-along rights in connection with the Proposed Tag Sale on a Fully Diluted Basis, calculated as of the last day of such twenty (20)-day period. The number of shares of Common Stock, Class A Preferred Stock and/or Class B Preferred Stock to be sold by the LL Entities, as well as by the Stockholders and any other entity exercising tag-along rights in connection with the Proposed Tag Sale, shall be reduced proportionately to the extent necessary to provide for the pro-rata sale of shares of Common Stock, Class A Preferred Stock and/or Class B Preferred Stock by the Stockholders and any other entity exercising tag-along rights in connection with the Proposed Tag Sale.

Tag-Along Rights. (a) If the Selling Party receives Carnival shall desire to sell New Shares representing a bona fide offer to Transfer majority of all outstanding New Shares (whether a "Proposed Sale") to any Person other than CG or not such offer is solicited) that the Selling an Affiliate of Carnival (a "Third Party wishes to accept (an “Offer”Purchaser"), then Carnival shall offer CG the Selling Party shall include right to participate in the Offer Proposed Sale with respect to a number of New Shares determined as provided in this Section 7.2 by sending written notice (the "Tag-Along Notice") to the Company and CG, which notice shall (i) state the number of New Shares proposed to be sold in such Proposed Sale by Carnival (the "Proposed Sale Shares"), (ii) state the proposed purchase price per Proposed Sale Share (the "Tag-Along Price") and all other material terms and conditions of such Proposed Sale and (iii) if applicable, be accompanied by any written offer from the Third Party Purchaser; provided, however, that Carnival shall not be obligated to deliver a Tag-Along Notice delivered if the Transfer (if consummated) is made pursuant to Section 3.03(a), or 7.3 (b) CG shall have the right to require Carnival to cause the Third Party Purchaser to purchase from CG at the Tag-Along Price (and otherwise upon the same terms and conditions as those set forth in an updated Offer Notice subsequently delivered to the Rights Party, information concerning Tag-Along Notice) a number of New Shares owned by CG ("CG's Tag-Along Shares") not in excess of the product of (i) the identity total number of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and Proposed Sale Shares, times (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of New Shares proposed to be transferred owned by the Selling Party CG and the denominator of which is equal to the sum of the total number of New Shares owned by Carnival and CG and any person owning New Shares entitled to participate in such Proposed Sale pursuant to the Selling PartySubscription Agreement. The Tag Such right of CG shall be exercisable by written notice to Carnival with copies to the Company given within 10 Business Days after receipt of the Tag-Along Notice (the "Tag-Along Notice Period"), which notice shall state the total number of Tag- Along Shares that CG elects to sell in the Rights Party wishes Proposed Sale, if less than the maximum number of CG's Tag-Along Shares; provided that, if such notice shall not state a number of Tag-Along Shares, then CG will be deemed to have elected to sell the maximum number of CG's Tag-Along Shares. Failure by CG to respond within the Tag-Along Notice Period shall be regarded as a rejection of the offer made pursuant to the Tag-Along Notice. The number of Tag-Along Shares elected, or deemed to be included elected, by CG to be sold as provided above is referred to in this Section 7.2 as CG's "Participating Tag-Along Shares". The number of New Shares to be sold by Carnival in the Proposed Sale shall be reduced by the aggregate number of Participating Tag-Along Shares to be sold pursuant to this Section 7.2 by CG. (c) At the request of Carnival made not less than two Business Days prior to the proposed Transfer, the price per Share that the Rights Party will accept for such CG shall deliver to Carnival certificates representing its Participating Tag-Along Shares, which duly endorsed, in proper form for Transfer, together with a limited power-of-attorney authorizing Carnival to transfer such Participating Tag-Along Shares to the Third Party Purchaser and to execute all other documents required to be executed in connection with such transaction. (d) If no Transfer of the Tag-Along Shares in accordance with the provisions of this Section 7.2 shall have been completed within 70 Business Days of the Tag-Along Notice, then Carnival shall promptly return to CG, in proper form, all certificates representing CG's Participating Tag-Along Shares and the limited power-of-attorney previously delivered by CG to Carnival. (e) The closing of the sale of the Participating Tag-Along Shares by the Participating Tag-Along Shareholders shall be held at the higher same place and time as the closing of the sale by Carnival in the Proposed Sale. Promptly after the consummation of the Transfer of the Participating Tag-Along Shares pursuant to this Section 7.2, CG shall receive (i) the cash price per Share included in consideration with respect to the Offer Notice (including, if relevant, the Fair Market Value of any NonParticipating Tag-Cash Consideration) Along Shares so Transferred and (ii) the Fair Market Value per Share such other evidence of the Rights Party’s completion of such Transfer and the terms and conditions (if any) thereof as may reasonably be requested by Carnival. (f) The provisions of this Section 7.2 shall remain in effect, notwithstanding any return to CG of Participating Tag-Along Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”as provided in Section 7.2(d), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.. 7.3

Tag-Along Rights. (a) If In the event of a proposed Sale (including Sales permitted under Section 2.1(a)(iii) and 2.1(b)) of SxxxXxxxx Equity Securities by Txx Xxxx and/or his Permitted Transferees (collectively, the “Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “OfferShareholder”), each New Investor (each a “Tagging Shareholder” and collectively, the “Tagging Shareholders”) shall have the right to participate in such Sale in the manner set forth in this Section 2.2. Prior to any such Sale, the Selling Party Shareholder shall include in deliver to each Tagging Shareholder written notice (the Offer Notice delivered pursuant to Section 3.03(a“Sale Notice”), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning which notice shall state (i) the identity name of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and proposed Transferee, (ii) the purchase price per Share in cash number of shares of SxxxXxxxx Equity Securities proposed to be sold (the Offer (or“Taggable Shares”), if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the proposed purchase price therefor, including a description of any non-cash consideration (along with any report and other material document (and summary of any other material oral information) relevant to the valuation of such non-cash consideration which the Selling Shareholder has, so long as such Tagging Shareholder agrees to keep such reports, documents and information confidential), and (iv) the other material terms and conditions of the proposed Transfer (Sale, including the proposed timeclosing date (which date may not be less than fifteen (15) Business Days after delivery of the Sale Notice). The Selling Shareholder shall not consummate the Sale unless each Tagging Shareholder has been provided the right from the proposed Transferee to sell to the proposed Transferee identified in the Sale Notice the Applicable Portion of the Taggable Shares on the terms and conditions set forth in the Sale Notice by giving written notice to the Selling Shareholder within the fifteen (15) Business Day period (the “Prescribed Time Period”) after the delivery of the Sale Notice, date which notice shall state that such Tagging Shareholder elects to exercise its tag-along rights under this Section 2.2 and place for it and shall state the total maximum number of Shares that the Offeror is willing and Additional Ares Shares sought to purchase)be sold. If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, The Tagging Shareholder shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities be deemed to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with waived its tag-along rights under this Section 3.04 pro-rata with 2.2 if it fails to give notice within the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivePrescribed Time Period.

Tag-Along Rights. (a) If the Selling Party receives Seller (“Tag-Along Transfer”) agrees to sell any shares of Common Stock of the Company held by him or the Purchaser agrees to sell any shares to a bona fide offer to Transfer Shares Person who is not an Affiliate of such Holder (whether or not such offer is solicited) that the Selling Party wishes to accept (an “OfferThird Party”), in a single transaction or a series of related transactions, then, at least fifteen (15) days prior to any such Tag-Along Transfer, the Selling Party Proposing Holder(s) shall include provide to all other Holders a notice (a “Tag-Along Notice”) delivered to such other Holders at their addresses set forth in the Offer Notice delivered pursuant to Section 3.03(a)Purchase Agreement, or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) explaining the terms and conditions of the proposed such Tag-Along Transfer (including the proposed timeconsideration to be paid) and identifying the name and address of the Third Party. If such notice is sent, date and place for it and then, upon the written request (“Tag-Along Request”) of any such other Holder (a “Requesting Holder”) made within ten (10) days after the day the Tag-Along Notice is received by Requesting Holder(s), the Proposing Holder(s) shall cause the Third Party to purchase from each Requesting Holder a number of shares of the Company’s common stock equal to (A) the product of ((1) the total number of Shares that the Offeror is willing shares of common stock to purchase). If the purchase price specified in the Offer includes unlisted securities be subject to such Tag-Along Transfer divided by (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant2) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned shares of common stock held by the Rights Party Holder proposing such Tag-Along Transfer and all Requesting Holders, multiplied by a fraction, the numerator of which is (B) the total number of Shares shares of Common Stock the Requesting Holder(s) has requested to have transferred. Such purchase shall be made on the same date and at the same price and on terms and conditions at least as favorable to Requesting Holders as the terms and conditions contained in the Tag-Along Notice delivered in connection with such proposed transaction. To the extent a Holder does not receive a Tag-Along Request with respect to shares of common stock for which such Holder has provided a Tag-Along Notice within the time period noted above, the Proposing Holder providing the Tag-Along Notice may sell the shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes subject to be included such Tag-Along Transfer as set forth in the Tag-Along Transfer Notice. Each Requesting Holder shall effect its participation in a Tag-Along Transfer by promptly delivering to the Proposing Holder who proposed the Tag-Along Transfer, the price per Share that the Rights Party will accept one or more certificates properly endorsed for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject transfer for transfer to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of NonThird-Cash Consideration that the Rights Party elects to receiveParty.

Tag-Along Rights. Upon receipt of any Disposition Notice, subject to Section 2.4(a), each of the Restricted Stockholders shall have the right to require (a) If the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited“Tag Along Right”) that the Selling Party wishes to accept same percentage (an “Offer”)by number and by class and series of security, provided that all series of common stock shall be counted as one series for purposes of determining this percentage and such percentage shall be determined on a fully diluted basis) of his, her or its Shares, as is determined by dividing the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity number of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation Shares being sold by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and Majority Stockholder by the total number of Shares that held by the Offeror is willing to purchase)Majority Stockholder, be sold as part of, and upon the same terms and conditions as, the Proposed Sale. If the purchase price specified in the Offer includes unlisted securities The Tag Along Right shall be exercised by written notice (the “Unlisted SecuritiesTag Along Notice”), ) from the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two exercising Restricted Stockholder (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (each a “Tag NoticeAlong Stockholder”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling PartyMajority Stockholder. The Tag Along Notice shall state only be deemed effective if received by the total number Majority Stockholder on or before the thirtieth (30th) day after the Disposition Notice was received by such Tag Along Stockholder (for the avoidance of Shares the Rights Party wishes to be included in the proposed Transferdoubt, the price per Share that Majority Stockholder shall not consummate the Rights Party will accept for such Shares, which shall be Proposed Sale prior to the higher earlier of (i) the cash price per Share included in the Offer Notice expiration of such thirty (including, if relevant, the Fair Market Value of any Non-Cash Consideration30) and day period or (ii) receipt from each Restricted Stockholder of a Tag Along Notice or waiver of such Restricted Stockholder’s Tag Along Right with respect to the Fair Market Value per Share applicable Proposed Sale). If a Restricted Stockholder’s Tag Along Notice is not timely received by the Majority Stockholder, then such Restricted Stockholder shall be deemed to have waived its Tag Along Right with respect to the applicable Proposed Sale. Promptly upon giving the Tag Along Notice, each Tag Along Stockholder shall deliver to or as directed by the Majority Stockholder the certificate or certificates representing his Shares of such Tag Along Stockholder to be sold as part of the Rights Party’s Proposed Sale, duly endorsed or accompanied by executed stock powers, together with a limited power-of-attorney authorizing the Majority Stockholder to sell such Shares subject to in accordance with the Tag Notice on terms of this Section 2.4, which certificate or certificates shall be held in escrow for sale or return upon the date terms of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivethis Section 2.4.

Tag-Along Rights. (a) If In the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) event that the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning at any time (i) the identity LLC proposes to sell shares of Common Stock owned by it to any Person (a “Proposed Purchaser”), other than any Transfer (1) pursuant to a Registration or Rule 144, (2) to an Affiliate or (3) to a Management Shareholder who is a member of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and LLC in connection with a distribution to such member or (ii) the purchase price per Share Xxxxx Members (as defined in cash the LLC Agreement) proposes to transfer Units (as defined in the LLC Agreement) in the LLC such that a Management Shareholder (in its capacity as a Management Member under the LLC Agreement) would have tag-along rights under Section 13.10(a) of the Offer (orLLC Agreement, then if the Offer consists in whole case of clause (i) or in part of (ii) above the LLC will promptly provide each Non-Cash Consideration, Xxxxx Shareholder written notice (a description “Sale Notice”) of such Non-Cash Consideration together with proposed sale (a “Proposed Sale”) and the determination material terms of the Fair Market Value Proposed Sale as of such Non-Cash Consideration on the date of Sale Notice (the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (“Material Terms”), including the proposed time, date and place for it and the total aggregate number of Shares that shares of Common Stock or Units, as applicable, the Offeror Proposed Purchaser is willing to purchase). If within 30 days of the purchase price specified receipt of the Sale Notice, the LLC receives a written request (a “Sale Request”) to include shares of Common Stock or Units, as applicable, (i) held by one or more Non-Xxxxx Shareholders or (ii) to be acquired pursuant to the exercise of either Exchange Options or options (to the extent then exercisable) granted to a Management Shareholder under any Option Plan in the Offer includes unlisted securities (the “Unlisted Securities”)Proposed Sale, the Offer NoticeCommon Stock or Units, as applicable, held or to be acquired by such Non-Xxxxx Shareholders shall be so included as provided therein; provided, however, that any Sale Request shall be irrevocable unless (x) there shall be a material adverse change in the updated Offer Notice, shall include as proposed consideration cash Material Terms or freely tradable securities listed on an internationally recognized stock exchange, or a combination of (y) otherwise mutually agreed to in writing by such Non-Xxxxx Shareholders and the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer NoticeLLC. At any time after the Rights Party receives an Offer Notice until the date that is five (5) If within 30 days after the last Tag Trigger to occurdelivery of the Sale Notice, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject Xxxxx Shareholder has not delivered a Sale Request to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”)LLC, and if unlisted securities were proposed as consideration, the form of such Non-Cash Consideration that the Rights Party elects Xxxxx Shareholder will be deemed to receivehave waived any and all rights with respect to, or to participate in, such Proposed Sale.

Tag-Along Rights. (a) If the Selling Tag-Along Rights Generally. No Stockholder or Stockholders shall, individually or collectively, in any one transaction or any series of similar transactions, Transfer any Capital Stock to any Third Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) unless the terms and conditions of such Transfer to such Third Party contains an offer to CUC to include, at the proposed Transfer option of CUC, in the sale or other disposition to such Third Party a number or amount of Capital Stock then owned or held by CUC equal to the product of (including the proposed time, date and place for it and x) the total number or amount of Shares that Capital Stock to be acquired by the Offeror is willing Third Party, times (y) CUC's Share Ownership Interest (the shares of Capital Stock of CUC subject to purchasesuch right, the "Tag-Along Stock"). If In particular, if any Stockholder or Stockholders receive a bona fide offer or offers to purchase or otherwise acquire shares of its or their Capital Stock from a Third Party, each such Stockholder (a "Transferor") shall use its reasonable efforts to cause the purchase price specified Third Party's offer to be reduced to writing and shall provide a written notice of such Third Party's offer (the "Notice") to CUC in the Offer includes unlisted securities (manner set forth in Section 9.6 hereof; provided that in the “Unlisted Securities”)event that any Transferor fails to either cause the Third Party's offer to be reduced to writing or to provide the Notice to CUC in the prescribed manner, such Transferor shall not be permitted to effect any such Transfer of Capital Stock to such Third Party. The Notice shall also contain an offer to purchase or otherwise acquire shares of Tag-Along Stock from CUC according to the Offer Notice, or terms and conditions of this Section 5.2 and upon substantially the updated Offer Notice, same terms and conditions as the terms and conditions contained in the Third Party's offer and shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or be accompanied by a combination true and correct copy of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer NoticeThird Party's offer. At any time after the Rights Party receives an Offer Notice until the date that is five (5) within 30 days after its receipt of the last Tag Trigger Notice, CUC may irrevocably accept the Third Party offer included in the Notice for up to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part such number of their Shares to the Offeror shares of Tag-Along Stock as is determined in accordance with the provisions of this Section 3.04 pro5.2 by furnishing written notice of such acceptance to the Transferor in question. Promptly following such acceptance by CUC, CUC shall deliver to the Transferor in question the certificate or certificates representing the Tag-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed Along Stock to be transferred sold or otherwise disposed of pursuant to such offer by CUC, together with a limited power-of-attorney authorizing the Selling Party and the denominator Transferor to sell or otherwise dispose of which is the total number such shares of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject stock pursuant to the Tag Notice on the date terms and conditions of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivesuch Third Party's offer.

Tag-Along Rights. (a) If the Selling Party receives Seller (“Tag-Along Transfer”) agrees to sell any shares of Common Stock of the Company held by him or the Purchaser agrees to sell any shares to a bona fide offer to Transfer Shares Person who is not an Affiliate of such Holder (whether or not such offer is solicited) that the Selling Party wishes to accept (an “OfferThird Party”), in a single transaction or a series of related transactions,then, at least fifteen (15) days prior to any such Tag-Along Transfer, the Selling Party Proposing Holder(s) shall include provide to all other Holders a notice (a “Tag-Along Notice”) delivered to such other Holders at their addresses set forth in the Offer Notice delivered pursuant to Section 3.03(a)Purchase Agreement, or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) explaining the terms and conditions of the proposed such Tag-Along Transfer (including the proposed timeconsideration to be paid) and identifying the name and address of the Third Party. If such notice is sent, date and place for it and then, upon the written request (“Tag-Along Request”) of any such other Holder (a “Requesting Holder”) made within ten (10) days after the day the Tag-Along Notice is received by Requesting Holder(s), the Proposing Holder(s) shall cause the Third Party to purchase from each Requesting Holder a number of shares of the Company’s common stock equal to (A) the product of ((1) the total number of Shares that the Offeror is willing shares of common stock to purchase). If the purchase price specified in the Offer includes unlisted securities be subject to such Tag-Along Transfer divided by (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant2) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned shares of common stock held by the Rights Party Holder proposing such Tag-Along Transfer and all Requesting Holders, multiplied by a fraction, the numerator of which is (B) the total number of Shares shares of Common Stock the Requesting Holder(s) has requested to have transferred. Such purchase shall be made on the same date and at the same price and on terms and conditions at least as favorable to Requesting Holders as the terms and conditions contained in the Tag-Along Notice delivered in connection with such proposed transaction. To the extent a Holder does not receive a Tag-Along Request with respect to shares of common stock for which such Holder has provided a Tag-Along Notice within the time period noted above, the Proposing Holder providing the Tag-Along Notice may sell the shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes subject to be included such Tag- Along Transfer as set forth in the Tag-Along Transfer Notice. Each Requesting Holder shall effect its participation in a Tag-Along Transfer by promptly delivering to the Proposing Holder who proposed the Tag-Along Transfer, the price per Share that the Rights Party will accept one or more certificates properly endorsed for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject transfer for transfer to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of NonThird-Cash Consideration that the Rights Party elects to receiveParty.

Tag-Along Rights. (a) If the Selling Party receives a Member is disposed to accept a bona fide offer from a third party (the “Selling Member”) and the other Member refused or is deemed to Transfer Shares have refused to purchase the offered Ownersip Interest pursuant to Section 1 of this Exhibit H, and, consequently the Selling Member may sell the offered Ownership Interests, then the other Member shall be entitled to require from the Selling Member, by way of a notice sent (whether or with a copy to the Company) by a date not later than the expiration of the time period referred to in Subsection 1.1(a) of this Exhibit H, that it transfers the equivalent proportionate part of the Ownership Interests held by such offer is solicited) other Member, simultaneously with the transfer of the offered Ownership Interests held by the Selling Member, and subject to the provisions of this Section 2.1, at the same price and upon the same terms and conditions as the offered Ownership Interests that the Selling Party wishes Member is disposed to accept sell to the Person making the bona fide offer. Should such third party refuse to purchase the Ownership Interests of the other Member requiring that its Ownership Interests be so acquired pursuant to this provision, then the Selling Member shall not be entitled to transfer any of its Ownership Interests to such third party. Should such third party offer occur during ISGC’s sole funding pursuant to Subsection 3.1(c), then ISGC is entitled to recover all expenditures made as Qualifying Expenses, even if amount expended to date is less than the next vesting benchmark at the time such third-party offer occurs. EXHIBIT H EXHIBIT I To EXPLORATION, DEVELOPMENT AND MINING LIMITED LIABILITY COMPANY OPERATING AGREEMENT By And Between South Mountain Mines, Inc., an Idaho corporation and Idaho State Gold Company II LLC, an Idaho limited liability company UNIT CERTIFICATE Certificate of Ownership Interest No. ________ ____________ Units OWYHEE GOLD TRUST LLC This Certificate of Ownership Interest of Owyhee Gold Trust LLC certifies that ____________, or registered assigns, is the registered holder of: □ □ Units of Ownership □ of Owyhee Gold Trust LLC, a Idaho limited liability company (an the “OfferCompany”). The ___________________ Units are subject to a Limited Liability Company Operating Agreement dated as of _________________, 2012 (the “Agreement”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity duly executed by members of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) Company, which LLC Agreement is hereby incorporated by reference in and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in made a part of Non-Cash Consideration, this certificate and is hereby referred to for a description of such Non-Cash Consideration together with the determination rights, limitation of rights, obligations, duties and immunities thereunder of the Fair Market Value of such Non-Cash Consideration on Company and the date holder (the word “holder” meaning the registered holder) of the Offer Notice and any valuation by the Offeror Certificate of such Non-Cash Consideration) and (iii) the terms and conditions Ownership Interest. Copies of the proposed Transfer LLC Agreement are available from the Company upon written request therefor. THE UNITS REPRESENTED BY THIS CERTIFICATE OF OWNERSHIP INTEREST MAY BE PLEDGED, ENCUMBERED, SOLD, EXCHANGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE COMPANY’S LIMITED LIABILITY COMPANY OPERATING AGREEMENT, DATED __________________, 2012, WHICH MAY BE OBTAINED UPON REQUEST FROM THE COMPANY. THE INTEREST REPRESENTED BY THIS CERTIFICATE OF OWNERSHIP INTEREST HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS AND THE UNITS MAY NOT BE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER SUCH LAWS OR IN THE OPINION OF COUNSEL FOR THE COMPANY AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. EXHIBIT I Upon due presentment for registration of transfer of this Certificate of Ownership Interest at the office of the Company, the Company may issue a new Certificate of Ownership Interest of like tenor and evidencing in the aggregate a prorate number of units to the total units outstanding as this Certificate of Ownership Interest represents to the whole Ownership Interest in the Company, as defined in the LLC Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Certificate of Ownership Interest (including notwithstanding any notation of ownership or other writing hereon made by anyone), for the proposed timepurpose of any distribution to the holder(s) hereof, date and place for it all other purposes, and the total number Company shall not be affected by any notice to the contrary. The terms of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, this Certificate of Ownership Interest shall be binding upon any successors or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination assigns of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveCompany.

Tag-Along Rights. Section Tag-Along Rights. (a) If Each of the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) Executive Shareholders ---------------- agrees that the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) from the identity date hereof through the third anniversary of the Person date hereof he shall not Transfer, whether in a single transaction or in a series of linked transactions, more than ten percent (including 10%) per year, when aggregated with all such other Transfers made by such shareholder in such year, of its Controlling Persons) from whom the Selling Party received Common Stock Beneficially Owned by him on the Offer (the “Offeror”) date hereof and (ii) from the purchase price per Share in cash third anniversary of the Offer (ordate hereof through the fourth anniversary of the date hereof he shall not Transfer, if the Offer consists whether in whole a single transaction or in part a series of Non-Cash Considerationlinked transactions, a description of more than five percent (5%), when aggregated with all such Non-Cash Consideration together with the determination other Transfers made by such shareholder during such period, of the Fair Market Value of such Non-Cash Consideration Common Stock Beneficially Owned by him on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) hereof, unless, the terms and conditions of such Transfer shall include an offer to the Purchaser to include in the transfer to the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities transferee (the “Unlisted Securities”"Third Party"), at the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities Purchaser's option and on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities same price and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) same terms and conditions as apply to the Selling Party stating Executive Shareholder, an amount of Preferred Stock and Common Stock held by the Rights Party’s intention to Transfer all or part of their Shares to the Offeror Purchaser determined in accordance with this Section 3.04 pro-rata with 5.1. Each of the Selling Party Homebuilder Shareholders agrees that from and after the date hereof, he shall not Transfer, whether in a single transaction or in a series of linked transactions, more than fifty percent (the “Tag Right”50%), when aggregated with all such other Transfers made by such shareholder, of the Common Stock then Beneficially Owned by him, unless the terms and conditions of such Transfer shall include an offer to the Purchaser to include in the transfer to the Third Party at the Purchaser's Option and on the same price and on the same terms and conditions as apply to the Homebuilder Shareholder, an amount not greater than of Preferred Stock and Common Stock determined in accordance with this Section 5.1. The Third Party shall be required to purchase from the Purchaser, if the Purchaser desires to participate in such transaction, the number of shares of Common Stock Beneficially Owned by the Purchaser equaling the lesser of (x) the number derived by multiplying (i) the total number of Shares owned shares of Common Stock which the Third Party proposes to purchase by the Rights Party multiplied by (ii) a fraction, the numerator of which is shall be the total number of Shares proposed to be transferred shares of Common Stock Beneficially Owned by the Selling Party Purchaser and the denominator of which is shall be the total number of Shares owned shares of Common Stock Beneficially Owned by the Purchaser and the applicable Selling Shareholder or (y) such lesser number of shares as the Purchaser shall designate in the Tag-Along Notice (defined below). If the Tag-Along Right results in the Purchaser including more shares of Common Stock Beneficially Owned by him in any Tag-Along Notice, than will, on the date of transfer by the Purchaser to the Third Party, have been converted into Common Stock, the Purchaser and the Company shall take such steps as are reasonably required to convert to Common Stock any Preferred Stock to be purchased by the Third Party (at the prevailing Conversion Price(s) for the Preferred Stock being sold by the Selling PartyShareholder) which the Purchaser desires to transfer immediately prior to such transfer and contingent upon such transfer occurring, it being the parties' intention that only Common Stock will be transferred to the Third Party pursuant to this Section 5.1. The Tag Selling Shareholder shall notify the Company and the Purchaser of any proposed Transfer to which the provisions of this Section 5.1 apply. Each such notice shall set forth: (i) the name of the Third Party and the number of shares of Common Stock proposed to be transferred, (ii) the address of the Third Party, (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party, and any other material terms pertaining to the Transfer (the "Third Party Terms") and (iv) that the Third Party has been informed of the "Tag-Along Rights" provided for in this Section 5.1 and has agreed to purchase shares of Common Stock in accordance with the terms hereof. The Tag-Along Rights set forth above in this Section 5.1 may be exercised by the Purchaser by delivery of a written notice to the Company and the Selling Shareholder (the "Tag-Along Notice") within thirty (30) days following receipt of the notice specified in the preceding paragraph. The Tag- Along Notice shall state the total number of Shares shares of Common Stock that the Rights Party Purchaser wishes to include in such transfer to the Third Party. Upon the giving of a Tag-Along Notice, the Purchaser shall be included entitled and obligated to sell the number of shares of Common Stock set forth in the proposed TransferTag- Along Notice to the Third Party on the Third Party Terms; provided, however, -------- ------- that neither the Selling Shareholder nor the Purchaser shall consummate the sale of any shares offered by it if the Third Party does not purchase all shares which the Selling Shareholder and the Purchaser are entitled and desire to sell pursuant hereto. After expiration of the thirty-day period referred to above, if the provisions of this Section have been complied with in all respects, the price per Share that Selling Shareholder shall have the Rights right for a sixty (60)-day period to transfer the shares of Common Stock to the Third Party will accept for on the Third Party Terms (or on other terms no more favorable to the Selling Shareholder) without further notice to the Purchaser, but after such Shares, which shall sixty (60)-day period no such transfer may be made without again giving notice to the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share Purchaser of the Rights Party’s Shares subject to proposed transfer and complying with the Tag Notice on the date requirements of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivethis Section 5.1.

Tag-Along Rights. If, upon compliance with the provisions hereof, either Intelliworxx or ComRoad have successfully negotiated the Transfer of any of its Shares to a prospective buyer (a) If the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”"Initiating Shareholder"), the Selling Party other shareholder (the "Tag-Along Shareholder") and its Affiliates shall include have the right to participate ("Tag-Along-Rights") in such Transfer on a pro rata basis, according to their Percentage Ownership at the Offer Notice delivered pursuant time of the proposed Transfer such that the Tag-Along Shareholder and its Affiliates shall have the right to Section 3.03(a)Transfer the same percentage of their Shares as the percentage of the Shares owned by the Initiating Shareholder and its Affiliates that the Initiating Shareholder and its Affiliates Transfer, or in an updated Offer Notice subsequently delivered all at the same price and upon the same terms and conditions. For this purpose, the Initiating Shareholder shall give notice to the Tag-Along Shareholder of any proposed Transfer giving rise to the Tag Along Rights Party, information concerning at least forty-five (45) days in advance to the proposed consummation of such Transfer indicating (i) the identity number of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and offered Shares; (ii) the purchase price per Share in cash name of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and prospective buyer; (iii) the price at which the Initiating Shareholder has bona fide intention to Transfer the offered Shares to the prospective buyer and (iv) the method of payment and other terms and conditions of the proposed transfer ("Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchaseNotice"). If The Tag-Along-Rights must be exercised by the purchase price specified in the Offer includes unlisted securities Tag-Along Shareholder within thirty (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on 30) days following the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Transfer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a by giving written notice (a “Tag Notice”) to the Selling Party stating Initiating Shareholder of its election to exercise its Tag-Along-Rights and specifying the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by up to the Rights Party multiplied by maximum participation on a fractionpro rata basis, as stated above. Notwithstanding the foregoing, if the Initiating Shareholder and its Affiliates propose to Transfer a number of Shares, in one or a series of transactions, to a prospective buyer which will result in such prospective buyer and its Affiliates possessing more than one third (1/3) of the Shares, the numerator Tag-Along Shareholder and its Affiliates shall have the right to Transfer to the prospective buyer all of their Shares. If the prospective buyer does not purchase the Shares of the Tag-Along Shareholder and its Affiliates which is are subject to the total number of Shares proposed Tag-Along-Rights, then the Initiating Shareholder shall not be permitted to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in make the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.

Tag-Along Rights. Prior to the tenth anniversary of the date of this Agreement, if one or more of the New Investors (acollectively, the "Selling Stockholder") If desires to sell in one or more series of related transactions Securities beneficially owned by such Selling Stockholder, constituting more than 25% of the Original Ownership (as defined in the New Investor Stockholders Agreement) of such Selling Party receives Stockholder, to a bona fide offer Person (the "Buyer"), including, subject to the restrictions set forth in Section 6, pursuant to an Initial Offering, but excluding sales (x) pursuant to a Permitted Transfer Shares in accordance with the New Investor Stockholder Agreement or (whether y) following an Initial Offering, in any sale effected on the securities exchange or not automated quotation system on which the Common Stock is then listed or quoted, as applicable (each, a "Tag Sale"), then, at least 30 days prior to any such offer is solicitedsale, such Selling Stockholder shall provide to each holder of Executive Securities that beneficially owns Executive Securities constituting at least 50% of the Initial Ownership of such holder (each a "Executive Tag Seller") that a notice (an "Executive Tag-Along Notice") setting forth in reasonable detail the Selling Party terms of such sale, the number of Securities such Buyer wishes to accept purchase (calculated on an “Offer”)as-converted basis) (the "Tag-Along Shares") and identifying the name and address of the Buyer. Upon the written request of any Executive Tag Seller made within fifteen days after the day the Executive Tag-Along Notice is received by such Executive Tag Seller, the Selling Party Stockholder proposing to make the sale shall include cause the Buyer to purchase from such Executive Tag Seller in such sale the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered number of shares of Common Stock constituting and/or underlying the Executive Securities held by such Executive Tag Seller equal to the Rights Party, information concerning lesser of (i) the identity number of shares of Common Stock constituting and/or underlying the Person (including all of its Controlling Persons) from whom Executive Securities requested to be included in the Selling Party received the Offer (the “Offeror”) Tag Sale by such Executive Tag Seller and (ii) the purchase price per Share in cash of the Offer a number determined by multiplying (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Considerationx) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred shares of Common Stock constituting and/or underlying the Executive Securities held by the Selling Party such Executive Tag Seller and the denominator of which is the total number of shares of Common Stock constituting and/or underlying the Securities held by (I) all of the Executive Tag Sellers and (II) all Tag Sellers (as defined in the New Investor Stockholders Agreement) by (y) the number of Tag-Along Shares owned to be sold in such Tag Sale. Such purchase shall be made on the same date and at the same price and on other terms and conditions at least as favorable to such Executive Tag Seller as the terms and conditions contained in the Executive Tag-Along Notice delivered in connection with such proposed transaction. Each Executive Tag Seller shall take all actions which the Selling Stockholder deems reasonably necessary or desirable to consummate such transaction, including, without limitation, (i) entering into agreements with third parties on terms substantially identical or more favorable to such Executive Tag Seller than those agreed to by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed TransferStockholder and including representations, the price per Share that the Rights Party will accept for such Sharesindemnities, which shall be the higher of (i) the cash price per Share included in the Offer Notice (includingholdbacks, if relevantand escrows, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share obtaining all consents and approvals reasonably necessary or desirable for such Executive Tag Seller to consummate such transaction, provided that, except as otherwise required of the Rights Party’s Company by the lead underwriter engaged in connection with any public offering of the Company where such requirement is customary for transactions of such type, no Executive Tag Seller shall be required to make any representations or warranties except as they relate to his title to and right to sell the Tag Along Shares to be sold by him in such Tag Sale, or to provide any indemnity except for breaches of the forgoing representations and warranties, subject to an indemnity cap equal to the net proceeds received by such Executive Tag Seller. The Executive Tag Sellers and the Selling Stockholder shall each pay its pro rata share (based upon the number of shares of Common Stock (on an as-converted basis) included in such Tag Sale by each Executive Tag Seller and the Selling Stockholder) of any reasonable transaction costs associated with the sale other than the legal expenses and selling commissions of the other participants in the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveSale.

Tag-Along Rights. (a) If a Series AC Partner, Series EA Partner or Series ME Partner (the Selling Party receives a bona fide offer “Transferor”) proposes to Transfer Shares all or a part of its Partnership Interests in Series AC, Series EA or Series ME to a Third Party (the “Tag-Along Transferee”), then such Transferor shall send written notice of such proposed Transfer (the “Tag-Along Notice”) to the other Partners of the Series of Partnership Interests which such Transferor proposes to Transfer (the “Tag Offerees”) at least 30 days prior to effecting such Transfer. Such Tag-Along Notice may be combined with a ROFR Notice, EA ROFR Notice or ME ROFR Notice and may be conditioned upon the ROFR Holders not exercising the right of first refusal contained in Section 4.4, Section 4.5 or Section 4.6. The Tag-Along Notice shall set forth the identity of the Tag-Along Transferee (including, if such information is not publicly available, information about the identity of the Tag-Along Transferee and its Affiliates), the amount and the Partnership Interests to be Transferred, the proposed purchase price expressed in U.S. dollars (whether or not such offer the form of consideration is solicited) that wholly or partially cash or cash equivalents), all details of the Selling Party wishes payment terms, the time and place for the closing and all other material terms and conditions, including the nature of the representations and warranties to accept be made and the indemnities to be given, in connection with the proposed Transfer. Each of the Tag Offerees shall then have the irrevocable right (an a “OfferTag-Along Right”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in exercisable by delivery of an updated Offer Notice subsequently delivered irrevocable notice to the Rights PartyTransferor at any time within 20 days after receipt of the Tag-Along Notice, information concerning to participate in such Transfer by selling to the Tag-Along Transferee a pro rata portion of such Tag Offeree’s Partnership Interests in Series AC, Series EA or Series ME, as applicable, based on the respective Tag Pro Rata Share of the Transferor and the other Tag Offerees that exercise their Tag-Along Right, on the same terms (including with respect to representations, warranties and indemnification) as the Transferor; provided, however, that (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) any representations and warranties relating specifically to any such Tag Offeree shall only be made by such Tag Offeree; (ii) any indemnification provided by the purchase price per Share Transferor and any such Tag Offeree (other than with respect to the representations referenced in cash the foregoing subsection (i)) shall be based on the Percentage Interest being sold by each party in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow (such escrow not to exceed 25% of the Offer (or, if proceeds received by the Offer consists in whole or in part of NonTag Offerees that exercise their Tag-Cash Consideration, a description Along Right without the consent of such Non-Cash Consideration together Tag Offerees) established for the benefit of the proposed purchaser (each party’s contributions to such escrow to be on a pro rata basis in accordance with the determination proceeds received from such sale), it being understood and agreed that any such indemnification obligation of any such Tag Offeree shall in no event exceed the Fair Market Value of net proceeds to such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of Tag Offeree from such Non-Cash Consideration) proposed Transfer; and (iii) the terms and conditions form of consideration to be received by the Transferor in connection with the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which sale shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the same as that received by such Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveOfferee.

Tag-Along Rights. (a) If Except as set forth in Section 6(d), prior to a Qualified IPO, in the event that any Investor Stockholder (a “Selling Stockholder”) proposes to Transfer Equity Securities to one or more Persons, prior to effecting such Transfer of Equity Securities, the Selling Party receives a bona fide offer Stockholder shall give not less than ten (10) days prior written notice (the “Tag-Along Notice”) of such intended Transfer to Transfer Shares each other Stockholder (whether the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or not such offer is solicited) that transferees (together, the Selling Party wishes to accept (an “OfferTag-Along Offeror”), the number of Equity Securities proposed to be Transferred by the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered Stockholder(s) to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer Tag-Along Offeror (the “OfferorTag-Along Sale Number”) ), the maximum number of Equity Securities that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the amount and (ii) form of the purchase price per Share in cash therefor, and a summary of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other material terms and conditions of the proposed Transfer (including the proposed timeTransfer, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities shall contain an offer (the “Unlisted SecuritiesTag-Along Offer”)) by the Tag-Along Offeror to each Tag-Along Stockholder, the which Tag- Along Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or be irrevocable for a combination period of the two ten (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (510) days after the last Tag Trigger to occurlater of delivery thereof and the expiration of the Additional First Offer Acceptance Period, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party extent applicable (the “Tag RightTag-Along Period”) (and, to the extent the Tag-Along Offer is accepted during such period, shall remain irrevocable until the consummation of the Transfer contemplated by the Tag-Along Offer), to purchase from such Tag-Along Stockholders at the same price per share to be paid to, and upon the same terms offered by the Tag-Along Offeror to, the Selling Stockholder, which shall be set forth in an amount not greater than the total Tag-Along Notice, that number of Shares owned by Equity Securities (other than any Common Stock Equivalents, unless Common Stock Equivalents are among the Rights Party multiplied by Equity Securities that the Selling Stockholder proposes to Transfer to the Tag-Along Offeror and are counted in the Tag-Along Sale Number of such Tag-Along Stockholders as is equal to the product of (x) a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party Tag-Along Sale Number and the denominator of which is the total aggregate number of Shares owned by Equity Securities (other than any Common Stock Equivalents, unless Common Stock Equivalents are among the Equity Securities that the Selling Party. The Tag Notice shall state Stockholder proposes to Transfer to the total number of Shares the Rights Party wishes to be included Tag-Along Offeror and are counted in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher Tag-Along Sale Number) owned as of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Tag-Along Offer by the Selling Stockholder and its Affiliates and (y) the number of Equity Securities (other than any Common Stock Equivalents, unless Common Stock Equivalents are among the Equity Securities that the Selling Stockholder proposes to Transfer to the Tag-Along Offeror and are counted in the Tag-Along Sale Number) owned by such Tag-Along Stockholder as of the date of the Tag-Along Offer; provided that the number of Equity Securities required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Offer may be accepted in whole or in part at the option of each of the Tag-Along Stockholders. Notice of any Tag-Along Stockholder’s intention to accept a Tag-Along Offer, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of Equity Securities that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each other Tag-Along Stockholder. In the event that the number of Equity Securities proposed to be sold by the Selling Stockholder to the Tag-Along Offeror plus the aggregate number of Equity Securities all Tag-Along Stockholders elect to Transfer to a Tag-Along Offeror (the “Tag Acceptance PriceTotal Tag-Along Shares”), and if unlisted securities were proposed as consideration) is greater than the Maximum Tag-Along Sale Number, the form Selling Stockholder and each Tag-Along Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of NonEquity Securities that is equal to (A) the number of Equity Securities that it sought or elected, as applicable, to be Transferred to such Tag-Cash Consideration that Along Offeror by such Selling Stockholder or Tag-Along Stockholder, as applicable, multiplied by (B) a fraction the Rights Party elects to receivenumerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Shares.

Tag-Along Rights. In the event that any Management Holder proposes to transfer, in a single transaction or series of related transactions, shares of Common Stock representing 25% or more of the shares of Common Stock held by such Management Holder on the date hereof, which transfer either (ai) If occurs prior to the Selling Party receives date on which all Registrable Securities are freely transferable pursuant to Rule 144(k) under the Securities Act, or (ii) involves a bona fide offer to Transfer Shares change in control of the Company (whether defined as the acquisition of Common Stock representing more than 33% of the total combined voting power of the Common Stock taken as a whole, by any person or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”group of persons acting in concert), the Selling Party transferring Management Holder shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description give written notice of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) proposed transfer to each Investor specifying the terms and conditions of such transfer and the identity of the proposed Transfer transferee (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchasea "Sale Notice"). If Each Investor shall have the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities right to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included participate in the proposed Transfertransfer by delivering to the transferring Stockholder a written notice of such election within five business days following delivery of the Sale Notice. If any Investor elects to participate in such transfer, the transferring Management Holder and each such participating Investor will be entitled to sell in such proposed transfer, at the same price per Share that and on the Rights Party will accept for such Sharessame terms, which shall be a number of shares of Common Stock equal to the higher product of (i) the cash price per Share included in quotient determined by dividing the Offer Notice number of shares of Common Stock then held by the transferring Management Holder or such participating Investor, as the case may be, by the aggregate number of shares of Common Stock then held by the transferring Management Holder and all participating holders (includingincluding the Investors) exercising contractual tag-along rights, if relevant, the Fair Market Value of any Non-Cash Consideration) and multiplied by (ii) the Fair Market Value per Share number of shares of Common Stock to be sold in such proposed transfer. The transferring Management Holder shall not effect such proposed transfer unless the proposed transferee consents to the participation of the Rights Party’s Shares subject Investors pursuant to this Section 7. In the Tag Notice on event that no Investor elects to participate in a proposed transfer, the transferring Management Holder shall have a period of time ending 90 days after the date of delivery of the Tag Sale Notice (or, if later, five days following the “Tag Acceptance Price”)expiration or early termination of all waiting periods applicable to such transfer under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and if unlisted securities were proposed as considerationamended) within which to effect the transfer on the terms set forth in the Sale Notice. In the event that such transfer is not completed within such period or in the event of a material change in the terms set forth in the Sale Notice, the form transferring Management Holder shall be required to once again comply with the provisions of Non-Cash Consideration that this Section 7 prior to effecting any transfer of such shares. This Section 7 shall not apply to transfers between the Rights Party elects Management Holders or by a Management Holder to receivemembers of such Stockholder's immediate family or a trust for the benefit of members of such Stockholder's immediate family so long as such transferee agrees to be bound by the provisions of this Section 7 in connection with any subsequent transfer of such shares. For purposes of this Section 7, "Common Stock" shall include the Company's Class A Common Stock and Class B Common Stock.

Tag-Along Rights. (a) If the Selling Party receives Simtek agrees to transfer any of its preferred stock or common stock issued upon conversion thereof in a bona fide offer transaction or series of related transactions with an unaffiliated third party and such third party is willing to Transfer Shares acquire common stock in addition to preferred stock (whether or not such offer is solicited) that the Selling a “Third Party wishes to accept (an “OfferSale”), the Selling Party it shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer deliver written notice thereof (the “OfferorTag Along Notice”) and (ii) to Founders. The Tag Along Notice shall identify the name of the proposed purchaser, the number of shares of common stock to be sold, the purchase price per Share in cash price, the terms of payment, the date by which the closing of the Offer (orThird Party Sale must occur, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination which date shall not be less than 30 nor more than 150 days after delivery of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice Tag Along Notice, and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the all other material terms and conditions of the proposed Transfer (including the proposed time, date Third Party Sale and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination copy of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value offer. Each of the Unlisted Securities Founders shall have the right, but not the obligation, to participate in such Third Party Sale with respect to Founder’s vested shares of Founder Stock but not unvested shares on the date same terms and conditions as Simtek, by giving written notice of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice such Founder's participation (a “Tag Participation Notice”) to Simtek no later than 30 days after the Selling date that Simtek delivers a Tag Along Notice to Founders. The number of shares of Founder Stock that each of the Founders shall be entitled to sell in connection with such Third Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party Sale (the “Tag RightFounders’ Put Shares”), in an amount not greater than ) shall be equal to the total product of (i) the aggregate number of Shares owned by shares of Founder Stock to be sold in the Rights Third Party Sale, multiplied by (ii) a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party shares of Founder Stock in question and the denominator of which is the total number of Shares vested shares of Founder Stock then owned by all of Founders that have delivered a Participation Notice and the Selling Partyshares of stock owned by Simtek. The Tag Notice In the event that a Founder duly exercises its right to participate in the Third Party Sale, Simtek shall state the total number of cause Founders’ Put Shares the Rights Party wishes to be included purchased from Founder accordingly and Founder shall take all necessary and desirable actions reasonably requested by Simtek in connection with the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share consummation of the Rights Party’s Shares subject Third Party Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to the Tag Notice on Company and to Founders’ Put Shares to be sold in connection with the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Third Party elects to receiveSale.

Tag-Along Rights. (a) If the Selling Party receives Except as set forth in Section 1.4(b) and 1.4(c) below, if OEP or a bona fide offer Permitted Transferee of OEP proposes to Transfer Shares (whether transfer all or not such offer is solicited) that the Selling Party wishes a portion of its Securities to accept a third party (an “OfferEligible Sale”), OEP or such Permitted Transferee shall provide each Non-OEP Investor with written notice (a “Tag-Along Notice”) of such Eligible Sale, specifying the Selling Party interest it intends to Transfer, such Non-OEP Investor’s Pro Rata Amount of such interest (which information shall include in be provided promptly by the Offer Notice delivered pursuant Company to Section 3.03(aOEP at the written or oral request of OEP), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other material terms and conditions of the proposed Transfer Eligible Sale. Each of the Non-OEP Investors will have the right to participate in the proposed sale by Transferring at the same price and on the other terms and conditions specified in the Tag-Along Notice, its Pro Rata Amount of the same class of Securities (including all Vested Restricted Securities, it being understood that such Vested Restricted Securities shall include (i) Restricted Securities which will have become vested as of the proposed timedate of the consummation of the Eligible Sale and (ii) Restricted Securities which will for this purpose vest due to a Change of Control resulting from the Eligible Sale) (except as provided below for Eligible Sales of Preferred Stock) in such Eligible Sale by delivering a written notice (the “Holder Notice”), which notice shall include the Transfer Documents during the 30-day period after the date and place for it and of delivery of the total Tag-Along Notice. Upon the expiration of such 30-day period, OEP may consummate the Eligible Sale (selling the number of Shares of each class indicated in the Tag-Along Notice (less the aggregate number of Shares that each of the Offeror is willing Non-OEP Investors has indicated an intent to purchasesell in such transaction, by delivery to OEP of the Holder Notice), along with the Shares that each of the Non-OEP Investors has indicated an intent to sell in such transaction, by delivery to OEP of the Holder Notice), at any time up to 90 days after delivery of the Tag-Along Notice. If To the purchase price specified extent OEP or any of their Permitted Transferees proposes to transfer any Preferred Stock without Transferring the related shares of Class A Common in an Eligible Sale, each Non-OEP Investor who holds Class L Common Stock shall have the Offer includes unlisted securities right (exercisable by providing the Holder Notice described above within 30 days after the date of delivery of the Tag-Along Notice) to transfer the preferred entitlements inherent in such Non-OEP Investor’s Pro Rata Amount of Class L Common Stock (the “Unlisted Preferred Entitlement”) while retaining the common entitlements inherent in the Class L Common Stock (“Common Entitlement”) through a Recapitalization or other means as may be selected by the Company in such a manner that has no adverse effect, in any material respect, on such Non-OEP Investor and would produce the same economic effect as if OEP (or the Permitted Transferee of OEP) and the Non-OEP Investors held the same class of Securities”). If an Eligible Sale consists of the sale by OEP of more than one class of Securities, the Offer Notice, or rights provided by this Section 1.4 shall be to sell the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or same Securities in the same proportion (except if it is a combination sale of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding Preferred Stock, then the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) OEP Investors shall have the Fair Market Value per Share of ability to sell the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”Preferred Entitlement as described above), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.

Tag-Along Rights. (ai) If the Subject to Sections 2.2, 2.3, 2.4 and 3.1(h), if a Heartland Entity (a "Heartland Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicitedStockholder") that the Selling Party wishes to accept transfer ----------------------------- Shares to any Person (an “Offer”other than a Permitted Transferee) (a "Tag-Along --------- Third Party Purchaser"), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), Company or any of its subsidiaries other than --------------------- in an updated Offer Notice subsequently delivered Exempt Transfer, such Heartland Entity shall give notice (a "Tag- --- Along Notice") to each other Stockholder (each, a "Tag-Along Rightholder") ------------ --------------------- and the Rights PartyCompany, information concerning which shall state (i) the identity number of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer Shares proposed to be transferred (the “Offeror”) and "Tag-Along Securities"); (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation -------------------- proposed by the Offeror of such NonHeartland Selling Stockholder or offered by the Tag-Cash Consideration) Along Third Party Purchaser for the Tag-Along Securities (the "Tag Along Offer --------------- Price"); and (iii) the other terms and conditions of such sale. Each Tag- ----- Along Rightholder shall have the proposed Transfer right to sell to such Tag-Along Third Party Purchaser, the Company, or any of its subsidiaries, upon the terms set forth in the Tag-Along Notice, that number of Shares held by such Tag- Along Rightholder equal to that percentage of the Tag-Along Securities determined by dividing (including the proposed time, date and place for it and A) the total number of Shares that then owned by such Tag-Along Rightholder by (B) the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities sum of (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant1) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares then owned by the Rights Party multiplied by a fraction, the numerator of all such Tag-Along Rightholders with respect to which is Tag-Along Rightholders are exercising their rights pursuant to this Section 3.1(f)(i) plus (2) the total number of Shares proposed to be transferred then owned by the Heartland Selling Party and the denominator of which is Stockholder plus (3) the total number of Shares then owned by all Existing Tag-Along Rightholders with respect to which Existing Tag-Along Rightholders are exercising their rights pursuant to the Selling Party. The Tag Notice shall state Existing Stockholders Agreement (but without duplication of Shares included in the preceding clause (2)) plus (4) the total number of shares of Common Stock than owned by all Future Tag-Along Rightholders with respect to which Future Tag-Along Rightholders are exercising tag along rights on sales by the Heartland Selling Stockholders; provided the Heartland Selling Stockholders and the Tag-Along Rightholder(s) exercising their rights pursuant to this Section 3.1(f)(i) shall sell the entire number of Shares the Rights Party wishes required to be included in sold by such Tag-Along Rightholder(s) pursuant to this Section 3.1(f)(i), with the proposed Transfernumber of Tag-Along Securities to be sold to such Tag-Along Third Party Purchaser, the price per Share that Company or any of its subsidiaries by the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveHeartland Selling Stockholder being reduced accordingly.

Tag-Along Rights. In the event that Warburg or H&F proposes to sell, convey, dispose or otherwise transfer Initial Shares (asuch party proposing to sell, the "SELLING INVESTOR") If the Selling Party receives in a bona fide offer transaction to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a)un-Affiliated third party, or in an updated Offer Notice subsequently delivered a series of related bona fide transactions to multiple un-Affiliated third parties, and the Rights Partynet proceeds of such sale are reasonably expected to exceed $50 million (such a transaction, information concerning (i) the identity or series of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Considerationrelated transactions, a description "THIRD PARTY SALE"), such Selling Investor shall notify the other Investor (such other Investor, the "TAG-ALONG INVESTOR") in writing of such Non-Cash Consideration together with Third Party Sale, which notice shall set forth the determination of the Fair Market Value material terms of such Non-Cash Consideration on Third Party Sale, including, without limitation, the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Initial Shares proposed to be transferred by sold and the per share price thereof (the "THIRD PARTY SALE NOTICE"). Such Tag-Along Investor shall have the right, but not the obligation, to participate in such Third Party Sale upon providing the Selling Investor written notice of intent to exercise such right within ten Business Days of the receipt of Third Party Sale Notice. Such notice shall set forth the number of Initial Shares that such Tag-Along Investor desires to sell in such Third Party Sale, which such number shall not exceed that number of Initial Shares equal to the product of (a) the number of Initial Shares set forth in the Third Party Sale Notice, and (b) the denominator quotient of (1) the Retained Percentage of the Tag-Along Investor, over (2) the sum of (A) the Retained Percentage of the Selling Investor, and (B) the Retained Percentage of the Tag-Along Investor. Notwithstanding the foregoing, this Section 5.1 shall not be applicable to any sale effected in the public markets (including by means of a "block trade" effected through any registered broker-dealer), or to any distribution to partners of any partnership in which either Warburg or H&F, or any of their respective Affiliates, is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivegeneral partner.

Tag-Along Rights. Without limitation to the right of any Holder to exercise its Put Right pursuant to Section 19(a), if at any time the Company shall determine to enter into any transaction or series of transactions that would result in a Change of Control (aa "Change of Control Transaction") If the Selling Party receives (any third party proposing to enter into such transaction or transactions being hereinafter referred to in this Section 19(d) as a bona fide offer to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”"Prospective Purchaser"), the Selling Party Company and any Prospective Purchaser shall include in first give written notice (the "Offer Notice delivered pursuant Notice") to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity all of the Person (including all of its Controlling Persons) from whom Holders, specifying the Selling Party received the Offer (the “Offeror”) name and (ii) the purchase price per Share in cash address of the Offer (orProspective Purchaser and the number of shares, if any, of Stock proposed to be issued, sold, transferred or otherwise disposed of and setting forth in reasonable detail the Offer consists in whole or in part of Non-Cash Considerationprice, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice structure and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other terms and conditions of the proposed Transfer Change of Control Transaction. The Offer Notice shall represent the offer (including the "Offer") from the Prospective Purchaser to each of the Holders of the right to sell to the Prospective Purchaser as a condition to the consummation of the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified transaction described in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or all Warrant Securities then owned by each Holder to the updated Offer NoticeProspective Purchaser and, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination at the option of the two Holders, on the same terms and conditions (such cash and/or freely tradable securities including price and form of consideration) as are being offered by the Prospective Purchaser to have an aggregate Fair Market Value equal to the Company or exceeding at the Fair Market Value per Share, determined as of the Unlisted Securities on the date of the Offer Notice), together with minus the determination of the Fair Market Values of the Unlisted Securities and Exercise Price (if relevantany). Each Holder shall have thirty (30) any freely tradable securities, on days from the date of receipt of the Offer Notice to give written notice of its intention to accept or reject the Offer. Failure to respond within such thirty-day period shall be deemed notice of rejection. In the event that any Holder gives written notice to the Company and the Prospective Purchaser of its intention to accept such Offer, then such written notice, taken in conjunction with the Offer Notice. At any time after , shall constitute a valid and legally binding agreement, and each of the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger Holders so giving such written notice shall be entitled to occur, the Rights Party may deliver a notice (a “Tag Notice”) sell to the Selling Party stating Prospective Purchaser, contemporaneously with the Rights Party’s intention to Transfer consummation of the Change of Control Transaction, all or part of their Shares to the Offeror Warrant Securities at the price specified therefor by such Holder in accordance with this Section 3.04 pro-rata with 19(d). In the Selling Party (event that all of the “Tag Right”), in an amount not greater than Holders reject or are deemed to have rejected the total number of Shares owned offer represented by the Rights Party multiplied by a fractionOffer Notice, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which Company shall be free to proceed to consummate such Change of Control Transaction on the higher of (i) the cash price per Share included terms and conditions set forth in the Offer Notice Notice, provided that such sale is not otherwise prohibited by any agreement between the Company and the Purchaser. In the event the Company fails to complete the proposed sale, transfer or other disposition within ninety (including90) days after the Holder or Holders rejected or were deemed to have rejected the Offer, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares such transaction or transactions shall again be subject to the Tag Notice on provisions of this Section 19(d). The provisions of this Section 19(d) shall apply until the date termination of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects this Agreement pursuant to receiveSection 24 to any Person who acquires in any manner any Warrant Securities from any Holder.

Tag-Along Rights. (a) If Each of the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) Executive Shareholders ---------------- agrees that the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) from the identity date hereof through the third anniversary of the Person date hereof he shall not Transfer, whether in a single transaction or in a series of linked transactions, more than ten percent (including 10%) per year, when aggregated with all such other Transfers made by such shareholder in such year, of its Controlling Persons) from whom the Selling Party received Common Stock Beneficially Owned by him on the Offer (the “Offeror”) date hereof and (ii) from the purchase price per Share in cash third anniversary of the Offer (ordate hereof through the fourth anniversary of the date hereof he shall not Transfer, if the Offer consists whether in whole a single transaction or in part a series of Non-Cash Considerationlinked transactions, a description of more than five percent (5%), when aggregated with all such Non-Cash Consideration together with the determination other Transfers made by such shareholder during such period, of the Fair Market Value of such Non-Cash Consideration Common Stock Beneficially Owned by him on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) hereof, unless, the terms and conditions of such Transfer shall include an offer to the Purchaser to include in the transfer to the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities transferee (the “Unlisted Securities”"Third Party"), at the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities Purchaser's option and on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities same price and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) same terms and conditions as apply to the Selling Party stating Executive Shareholder, an amount of Preferred Stock and Common Stock held by the Rights Party’s intention to Transfer all or part of their Shares to the Offeror Purchaser determined in accordance with this Section 3.04 pro-rata with 5.1. Each of the Selling Party Homebuilder Shareholders agrees that from and after the date hereof, he shall not Transfer, whether in a single transaction or in a series of linked transactions, more than fifty percent (the “Tag Right”50%), when aggregated with all such other Transfers made by such shareholder, of the Common Stock then Beneficially Owned by him, unless the terms and conditions of such Transfer shall include an offer to the Purchaser to include in the transfer to the Third Party at the Purchaser's Option and on the same price and on the same terms and conditions as apply to the Homebuilder Shareholder, an amount not greater than of Preferred Stock and Common Stock determined in accordance with this Section 5.1. The Third Party shall be required to purchase from the Purchaser, if the Purchaser desires to participate in such transaction, the number of shares of Common Stock Beneficially Owned by the Purchaser equaling the lesser of (x) the number derived by multiplying (i) the total number of Shares owned shares of Common Stock which the Third Party proposes to purchase by the Rights Party multiplied by (ii) a fraction, the numerator of which is shall be the total number of Shares proposed to be transferred shares of Common Stock Beneficially Owned by the Selling Party Purchaser and the denominator of which is shall be the total number of Shares owned shares of Common Stock Beneficially Owned by the Purchaser and the applicable Selling Shareholder or (y) such lesser number of shares as the Purchaser shall designate in the Tag- Along Notice (defined below). If the Tag-Along Right results in the Purchaser including more shares of Common Stock Beneficially Owned by him in any Tag-Along Notice, than will, on the date of transfer by the Purchaser to the Third Party, have been converted into Common Stock, the Purchaser and the Company shall take such steps as are reasonably required to convert to Common Stock any Preferred Stock to be purchased by the Third Party (at the prevailing Conversion Price(s) for the Preferred Stock being sold by the Selling PartyShareholder) which the Purchaser desires to transfer immediately prior to such transfer and contingent upon such transfer occurring, it being the parties' intention that only Common Stock will be transferred to the Third Party pursuant to this Section 5.1. The Tag Selling Shareholder shall notify the Company and the Purchaser of any proposed Transfer to which the provisions of this Section 5.1 apply. Each such notice shall set forth: (i) the name of the Third Party and the number of shares of Common Stock proposed to be transferred, (ii) the address of the Third Party, (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party, and any other material terms pertaining to the Transfer (the "Third Party Terms") and (iv) that the Third Party has been informed of the "Tag-Along Rights" provided for in this Section 5.1 and has agreed to purchase shares of Common Stock in accordance with the terms hereof. The Tag-Along Rights set forth above in this Section 5.1 may be exercised by the Purchaser by delivery of a written notice to the Company and the Selling Shareholder (the "Tag-Along Notice") within thirty (30) days following receipt of the notice specified in the preceding paragraph. The Tag- Along Notice shall state the total number of Shares shares of Common Stock that the Rights Party Purchaser wishes to include in such transfer to the Third Party. Upon the giving of a Tag-Along Notice, the Purchaser shall be included entitled and obligated to sell the number of shares of Common Stock set forth in the proposed TransferTag- Along Notice to the Third Party on the Third Party Terms; provided, however, -------- ------- that neither the Selling Shareholder nor the Purchaser shall consummate the sale of any shares offered by it if the Third Party does not purchase all shares which the Selling Shareholder and the Purchaser are entitled and desire to sell pursuant hereto. After expiration of the thirty-day period referred to above, if the provisions of this Section have been complied with in all respects, the price per Share that Selling Shareholder shall have the Rights right for a sixty (60)-day period to transfer the shares of Common Stock to the Third Party will accept for on the Third Party Terms (or on other terms no more favorable to the Selling Shareholder) without further notice to the Purchaser, but after such Shares, which shall sixty (60)-day period no such transfer may be made without again giving notice to the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share Purchaser of the Rights Party’s Shares subject to proposed transfer and complying with the Tag Notice on the date requirements of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivethis Section 5.1.

Tag-Along Rights. (a) If At any time prior to the Selling Party receives occurrence of a Qualifying IPO or Initial Public Offering, in the event that the Huntsman Investor or GOP Investor proposes to sell or otherwise transfer, directly or indirectly (a "Transfer"), in a single transaction or a series of related transactions, shares of the Company or Parent common stock representing 80% or more of the aggregate number of 9 shares of common stock of the Company or Parent, as applicable, owned by the Huntsman Investor or the GOP Investor, as applicable, on the Issue Date (other than sales in a bona fide offer public offering pursuant to Transfer Shares (whether or not such offer is solicited) that an effective registration statement under the Selling Party wishes to accept (an “Offer”Securities Act), the Selling Party Huntsman Investor or GOP Investor, as applicable, shall include offer each Holder of Subject Equity the right to participate on the terms set forth in this Section 3.2 in such transaction with respect to all or any portion of their Subject Equity (the Offer Notice delivered pursuant to "Tag-Along Right"). Any Investor proposing a Transfer which triggers the rights under this Section 3.03(a)3.2(a) shall notify, or cause to be notified, each Holder of Subject Equity in an updated Offer Notice subsequently delivered writing (a "Transfer Notice") of each such proposed Transfer at least 10 Business Days prior to the Rights Party, information concerning date thereof. Such notice shall set forth: (ia) the identity name of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer proposed purchaser (the “Offeror”"Proposed Purchaser") and the number of shares of common stock and other securities, if any, proposed to be Transferred, (iib) the purchase price per Share in cash proposed amount of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice consideration and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of payment offered by the Proposed Purchaser (if the proposed consideration is not cash, the Transfer (including Notice shall describe the terms of the proposed time, date consideration) and place for it and (c) that either the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination Proposed Purchaser has been informed of the two (such cash and/or freely tradable securities Tag-Along Right and has agreed to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror purchase Subject Equity in accordance with this Section 3.04 prothe terms hereof or that such Investor will make such purchase. The Tag-rata with Along Right may be exercised by any Holder of Subject Equity by delivery of a written notice to the Selling Party Investor who delivered the Transfer Notice ("Tag-Along Notice"), within 10 Business Days of receipt of the Transfer Notice, indicating its election to exercise the Tag-Along Right (the “Tag Right”"Participating Holders"), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Tag-Along Notice shall state the total number amounts of Shares Subject Equity that such Holder proposes to include in such Transfer. Failure by any Holder to provide a Tag-Along Notice within the Rights Party wishes 10 Business Day notice period shall be deemed to constitute an election by such Holder not to exercise its Tag-Along Right. The closing with respect to any sale to a Proposed Purchaser pursuant to this Section shall be held at the time and place specified in the Transfer Notice. Consummation of the sale of common stock by an Investor to a Proposed Purchaser shall be conditioned upon consummation of the sale by each Participating Holder to such Proposed Purchaser (or the applicable Investor) of all or any portion of the Subject Equity requested to be included transferred in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any NonTag-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveAlong Notice.

Tag-Along Rights. (a) If Prior to a Qualified IPO and except as set forth in Section 6(d) below, in the event that any Shareholder (other than an Employee Holder), whether alone or in concert with any other Shareholders (other than an Employee Holder) that are its Affiliates (such Shareholder(s) being referred to in this Section 6 as the “Selling Shareholder(s)”), proposes to Sell to one or more Persons, in one transaction or a series of related transactions, shares of Stock which in the aggregate represent more than 10% of the shares of Stock held by such Shareholder and its Affiliates, prior to effecting such a Sale of Stock, the Selling Party receives Shareholder(s) shall give not less than 20 days’ prior written notice (the “Tag-Along Notice”) of such intended Sale to each Other Shareholder (other than a bona fide offer to Transfer Shares Employee Holder) (whether a “Tag-Along Offeree”), which shall specifically identify the identity of the proposed transferee or not such offer is solicited) that transferees (together, the Selling Party wishes to accept (an “OfferTag-Along Offeror”), the number of shares of Stock as is proposed to be sold by the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered Shareholder(s) to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer Tag-Along Offeror (the “OfferorTag-Along Sale Number”) and ), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (ii) the “Maximum Tag-Along Sale Number”), the purchase price per Share in cash therefor, and a summary of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other material terms and conditions of the proposed Transfer (including the proposed timeSale, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities shall contain an offer (the “Unlisted SecuritiesTag-Along Offer”) by the Tag-Along Offeror to each Tag-Along Offeree that is not an Affiliate of the Selling Shareholder(s), which Tag-Along Offer shall be irrevocable for a period of 15 days after the later of delivery thereof and the expiration of the Additional First Offer Acceptance Period, to the extent applicable (the “Tag-Along Period”), to purchase from such Tag-Along Offeree at the Offer Notice, or Tag-Along Purchase Price (as defined below) and upon the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of other terms offered by the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) Tag-Along Offeror to the Selling Party stating Shareholder(s), which shall be set forth in the Rights Party’s intention to Transfer all or part Tag-Along Notice, that number of their Shares shares of Stock (excluding Unvested Stock) of such Tag-Along Offeree as is equal to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party product of (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by x) a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party Tag-Along Sale Number and the denominator of which is the total aggregate number of Shares shares of Stock (excluding Unvested Stock) owned by the Selling Party. The Tag Notice shall state the total number as of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Tag-Along Offer by the Selling Shareholder(s) and its (or their) Affiliates that are Shareholders hereunder and (y) the number of shares of Stock (excluding Unvested Stock) owned by such Tag-Along Offeree as of the date of the Tag-Along Offer; provided that the number of shares of Stock required to be purchased from such Tag-Along Offeree by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence hereof. A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Offer may be accepted in whole or in part at the option of each of the Tag-Along Offerees that is not an Affiliate of the Selling Shareholder(s). Notice of any Tag-Along Offeree’s intention to accept a Tag-Along Offer, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Offeree and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Offeree elects to Sell. Promptly upon receipt of such writing from any Tag-Along Offeree the Company shall provide a copy of such writing to each Tag-Along Offeree. In the event that the number of shares of Stock proposed to be sold by the Selling Shareholder(s) to the Tag-Along Offeror plus the aggregate number of shares of Stock all Tag-Along Offerees elect to Sell to a Tag-Along Offeror (the “Tag Acceptance PriceTotal Tag-Along Shares”)) is greater than the Maximum Tag-Along Sale Number, each Selling Shareholder and if unlisted securities were proposed each Tag-Along Offeree shall be entitled to Sell to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as considerationapplicable, to be Sold to such Tag-Along Offeror by such Selling Shareholder or Tag-Along Offeree, as applicable, multiplied by (B) a fraction the form numerator of Nonwhich is the number of the Maximum Tag-Cash Consideration that Along Sale Number and the Rights Party elects denominator of which is equal to receivethe Total Tag-Along Shares.

Tag-Along Rights. (a) If any Member (the Selling Party receives a bona fide offer “Transferor”) proposes to Transfer Shares all or a part of its Membership Interests to a Third Party (the “Tag-Along Transferee”), then such Transferor shall send written notice of such proposed Transfer (the “Tag-Along Notice”) to the other Members (the “Tag Offerees”) at least 30 days prior to effecting such Transfer. Such Tag-Along Notice may be combined with a ROFR Notice and may be conditioned upon the ROFR Holders not exercising the right of first refusal contained in Section 4.3. The Tag-Along Notice shall set forth the identity of the Tag-Along Transferee (including, if such information is not publicly available, information about the identity of the Tag-Along Transferee and its Affiliates), the amount and the Membership Interests to be Transferred, the proposed purchase price expressed in U.S. dollars (whether or not such offer the form of consideration is solicited) that wholly or partially cash or cash equivalents), all details of the Selling Party wishes payment terms, the time and place for the closing and all other material terms and conditions, including the nature of the representations and warranties to accept be made and the indemnities to be given, in connection with the proposed Transfer. Each of the Tag Offerees shall then have the irrevocable right (an a “OfferTag-Along Right”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in exercisable by delivery of an updated Offer Notice subsequently delivered irrevocable notice to the Rights PartyTransferor at any time within 20 days after receipt of the Tag-Along Notice, information concerning to participate in such Transfer by selling to the Tag-Along Transferee a pro rata portion of such Tag Offeree’s Membership Interests based on the respective Tag Pro Rata Share of the Transferor and the other Tag Offerees that exercise their Tag-Along Right, on the same terms (including with respect to representations, warranties and indemnification) as the Transferor; provided, however, that (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) any representations and warranties relating specifically to any such Tag Offeree shall only be made by such Tag Offeree; (ii) any indemnification provided by the purchase price per Share Transferor and any such Tag Offeree (other than with respect to the representations referenced in cash the foregoing subsection (i)) shall be based on the Percentage Interest being sold by each party in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow (such escrow not to exceed 25% of the Offer (or, if proceeds received by the Offer consists in whole or in part of NonTag Offerees that exercise their Tag-Cash Consideration, a description Along Right without the consent of such Non-Cash Consideration together Tag Offerees) established for the benefit of the proposed purchaser (each party’s contributions to such escrow to be on a pro rata basis in accordance with the determination proceeds received from such sale), it being understood and agreed that any such indemnification obligation of any such Tag Offeree shall in no event exceed the Fair Market Value of net proceeds to such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of Tag Offeree from such Non-Cash Consideration) proposed Transfer; and (iii) the terms and conditions form of consideration to be received by the Transferor in connection with the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which sale shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the same as that received by such Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveOfferee.

Tag-Along Rights. (a) If a Series EA Partner, Series ME Partner or Series L3R Partner (the Selling Party receives a bona fide offer “Transferor”) proposes to Transfer Shares all or a part of its Partnership Interests in Series EA, Series ME or Series L3R to a Third Party (the “Tag-Along Transferee”), then such Transferor shall send written notice of such proposed Transfer (the “Tag-Along Notice”) to the other Partners of the Series of Partnership Interests which such Transferor proposes to Transfer (the “Tag Offerees”) at least 30 days prior to effecting such Transfer. Such Tag-Along Notice may be combined with an EA ROFR Notice, ME ROFR Notice or L3R ROFR Notice and may be conditioned upon the ROFR Holders not exercising the right of first refusal contained in Section 4.5, Section 4.6 or Section 4.7. The Tag-Along Notice shall set forth the identity of the Tag-Along Transferee (including, if such information is not publicly available, information about the identity of the Tag-Along Transferee and its Affiliates), the amount and the Partnership Interests to be Transferred, the proposed purchase price expressed in U.S. dollars (whether or not such offer the form of consideration is solicited) that wholly or partially cash or cash equivalents), all details of the Selling Party wishes payment terms, the time and place for the closing and all other material terms and conditions, including the nature of the representations and warranties to accept be made and the indemnities to be given, in connection with the proposed Transfer. Each of the Tag Offerees shall then have the irrevocable right (an a “OfferTag-Along Right”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in exercisable by delivery of an updated Offer Notice subsequently delivered irrevocable notice to the Rights PartyTransferor at any time within 20 days after receipt of the Tag-Along Notice, information concerning to participate in such Transfer by selling to the Tag-Along Transferee a pro rata portion of such Tag Offeree’s Partnership Interests in Series EA, Series ME or Series L3R, as applicable, based on the respective Tag Pro Rata Share of the Transferor and the other Tag Offerees that exercise their Tag-Along Right, on the same terms (including with respect to representations, warranties and indemnification) as the Transferor; provided, however, that (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) any representations and warranties relating specifically to any such Tag Offeree shall only be made by such Tag Offeree; (ii) any indemnification provided by the purchase price per Share Transferor and any such Tag Offeree (other than with respect to the representations referenced in cash the foregoing subsection (i)) shall be based on the Percentage Interest being sold by each party in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow (such escrow not to exceed 25% of the Offer (or, if proceeds received by the Offer consists in whole or in part of NonTag Offerees that exercise their Tag-Cash Consideration, a description Along Right without the consent of such Non-Cash Consideration together Tag Offerees) established for the benefit of the proposed purchaser (each party’s contributions to such escrow to be on a pro rata basis in accordance with the determination proceeds received from such sale), it being understood and agreed that any such indemnification obligation of any such Tag Offeree shall in no event exceed the Fair Market Value of net proceeds to such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of Tag Offeree from such Non-Cash Consideration) proposed Transfer; and (iii) the terms and conditions form of consideration to be received by the Transferor in connection with the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which sale shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the same as that received by such Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveOfferee.

Tag-Along Rights. (a) CSMC shall have tag-along rights with respect to the CSMC Shares in the event that the Company proposes to sell, transfer or otherwise dispose of any of the Company’s shares of Synbiomics’ capital stock. If the Selling Party Company proposes to engage, directly or indirectly, in a sale, transfer or other disposition (a “Sale”) of any shares of Synbiomics’ capital stock (the “Offered Shares”), and the Company receives a bona fide written offer to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Purchase Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer a person (the “Offeror”) and (ii) to purchase the Offered Shares for a purchase price per Share (the “Offer Price”) denominated and payable in cash United States dollars at closing or according to specified terms, with or without interest before making such a transfer, the Company shall, prior to consummating any Sale contemplated by this Section 1.3, immediately give to CSMC written notice (such notice being referred to herein as the “Notice of Transfer”) setting froth the Offer (orprice and the terms of payment, if the Offer consists in whole or in part of Non-Cash Consideration, a description and any other material terms of such Non-Cash Consideration together with the determination proposed Sale. The Notice of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation Transfer shall constitute an offer by the Offeror Company to CSMC to permit CSMC to sell its shares of such Non-Cash Consideration) Synbiomics in the proposed Sale, for the same price and (iii) form of consideration to be received by the Company and otherwise upon the terms and subject to the conditions set forth in the Notice of Transfer, on a pro rata basis with the Company (based on respective shares of Synbiomics capital stock). For a period of twenty (20) days following receipt of the Notice of Transfer, CSMC may, by delivering to the Company written notice of its election, elect irrevocably to participate as a seller in such proposed Transfer (including Sale on a pro rata basis with the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase)Company. If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”)CSMC fails to respond within such 20-day period, the Offer Notice, or the updated Offer Notice, CSMC shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities be deemed to have an aggregate Fair Market Value equal elected not to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included participate in the proposed TransferSale and shall have waived any and all rights under this Section with respect thereto. Within ten (10) days of the expiration of such 20-day period, the price per Share that Company may consummate the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included transaction proposed in the applicable Purchase Offer and Notice (including, if relevant, the Fair Market Value of any NonTransfer. Any such Synbiomics capital stock not so ttransferred during such 10-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares day period shall thereafter again be subject to the Tag Notice on the date tag-along rights of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveCSMC set forth in this Section 1.3.

Tag-Along Rights. If a Party (athe “Selling Party”) If that owns a majority interest in the Selling Party properties within the AMI receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) that purchase its interest in the properties and the Selling Party wishes desires to accept (an “Offer”)such offer, the Selling Party shall include notify the other Party in writing (the Offer Notice delivered pursuant “Tag Along Notice”) of all of the material terms and conditions of such offer at least thirty (30) days prior to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning any proposed sale including (i) the identity name of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and proposed purchaser, (ii) the purchase price per Share in cash of interests to be sold (the Offer (or“Initial Interest”), if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of if applicable, any additional interest that the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror transferee is willing to purchase). If purchase contemporaneously with the purchase price specified in acquisition of the Offer includes unlisted securities Initial Interest (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice)Additional Interest” and, together with the determination Initial Interest, the “Maximum Interest”), (iv) the amount and type of consideration to be paid by the Fair Market Values of the Unlisted Securities proposed purchaser and (if relevantv) any freely tradable securities, on the expected location and date of the Offer Noticeclosing of such sale. At any time after If the Rights other Party receives an Offer Notice until wishes to participate in the date that is five (5) days after proposed sale by the last Tag Trigger to occurSelling Party, the Rights other Party may deliver a notice (a “Tag Notice”) to must so notify the Selling Party stating in writing not more than 10 Business Days after the Rights Party’s intention date or receipt of the Tag Along Notice, failing which the other Party shall not be entitled to Transfer participate in such proposed sale and shall relinquish any and all or part rights to participate therein. Such written notice shall include the amount of their Shares interest in the properties to be sold that the Offeror in accordance with this Section 3.04 pro-rata with the Selling other Party (the “Tag Right”)wishes to sell, in an such amount not greater than to exceed the total number product of Shares owned by (1) the Rights Party Maximum Interest multiplied by (2) a fraction, the numerator of which is shall be the total number of Shares proposed Selling Party’s Relevant Interest in the properties to be transferred by the Selling Party sold and the denominator of which is the total number sum of Shares owned the Selling Party’s Relevant Interest in the properties to be sold and the other Party’s Relevant Interest in the properties to be sold, it being the intent of the Parties that, in connection with any sale by a Selling Party that the other Party shall have the right to sell all or a portion of its interests in the properties being sold, proportionately with the Selling Party based upon their respective interests in the properties being sold, notwithstanding that an election to do so may reduce the interest to be sold by the Selling Party. The In the event the other Party elects to participate in the proposed sale the other Party shall fully cooperate with the Selling Party in connection with such sale and shall take all actions reasonably requested by the Selling Party (including executing and delivering a purchase agreement, on terms similar to those by which the Selling Party will be bound, with the purchaser) in connection with such sale. Notwithstanding the foregoing, in the event the Tag Along Notice does not include a fully executed purchase and sale agreement or, if subsequent to the receipt of a copy of the Tag Along Notice together with a fully executed copy of the Purchase and Sale Agreement, the purchase and sale agreement is amended by the Selling Party and the proposed purchaser, the Selling Party shall state deliver to the total number other Party a subsequent Tag Along Notice together with a fully executed copy of Shares the Rights purchase and sale agreement or the amendment to the purchase and sale agreement and, if the other Party wishes to be included change its election to participate or not participate in the proposed Transfersale by the Selling Party, the price per Share that other Party shall so notify the Rights Selling Party will accept for such Shares, which shall be in writing not more than 10 Business Days after the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share date or receipt of the Rights Party’s Shares subject subsequent Tag Along Notice, failing which the other Party shall not be entitled to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were change its prior election to participate or not participate in such proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivesale.

Tag-Along Rights. (a) If Xxxxxxxx or any of his Permitted Transferees (the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited“Tag-Along Transferor”) that the Selling Party wishes to accept transfer Securities owned by such Person (an in a transaction in which, if subject to the provisions of Section 2.3, such Person shall not have accepted the offer, if any, by the holders of the Whitney Securities to purchase such Securities) to any Person other than a Permitted Transferee (a “OfferTag-Along Transferee”), each Party other than the Selling Party Tag-Along Transferor and his Permitted Transferees (each such Party, a “Tag-Along Party”) shall include have the right (the “Tag-Along Right”) to require, as a condition to such Transfer by the Tag-Along Transferor of such Securities, that the Tag-Along Transferee purchase from such Tag-Along Party, at the same price and on the same terms and conditions as involved in the Offer Notice delivered pursuant Transfer by the Tag-Along Transferor, up to Section 3.03(a), or in an updated Offer Notice subsequently delivered to that number of Outstanding Common Shares owned by such Tag-Along Party equaling the Rights Party, information concerning number derived by multiplying (i) the identity total number of the Person (including all of its Controlling Persons) from whom the Selling Outstanding Common Shares owned by such Tag-Along Party received the Offer (the “Offeror”) and by (ii) a fraction (A) the purchase price per Share numerator of which is the actual number of Outstanding Common Shares to be Transferred to the Tag-Along Transferee by the Tag-Along Transferor as set forth in cash of the Offer (or, if the Offer consists in whole or in part of NonTag-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Along Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iiiB) the terms denominator of which is the aggregate number of Outstanding Common Shares owned by Xxxxxxxx and conditions his Permitted Transferees immediately prior to such Transfer. Notwithstanding the foregoing, in the event the Tag-Along Transferee is unwilling to purchase the sum of the proposed Transfer (including aggregate number of Securities that the proposed time, date and place for it Tag-Along Transferor and the total Tag-Along Parties (and each of them) desire to Transfer to the Tag-Along Transferee pursuant hereto, the Tag-Along Transferor and each Tag-Along Party who desires to Transfer Securities to the Tag-Along Transferee shall be entitled to Transfer only that number of Outstanding Common Shares that equal to the Offeror is willing number of Outstanding Common Shares which such Party desires to purchase). If the purchase price specified Transfer to such Tag-Along Transferee, as set forth in its Tag-Along Notice or, in the Offer includes unlisted securities (case of the “Unlisted Securities”)Tag-Along Transferor, in the Tag-Along Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Outstanding Common Shares proposed which the Tag-Along Transferee is willing to be transferred by the Selling Party acquire and the denominator of which is the total number of Outstanding Common Shares owned by which the Selling Party. The Tag Notice shall state Tag-Along Transferor and all of the total number of Shares the Rights Party wishes Tag-Along Parties wish to be included Transfer to such Tag-Along Transferee (all as set forth, as applicable, in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Tag-Along Offer Notice (including, if relevant, and the Fair Market Value of any NonTag-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”Along Notices), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.

Tag-Along Rights. (a) If From and after the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) date hereof, in the event that the Selling Party wishes Holdings desires to accept sell, transfer, or otherwise dispose of all or any of the SMM Capital Stock, as the case may be (an the “OfferSubject Securities”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(aany person (a “Sale Transaction”), or in an updated Offer Notice subsequently delivered then it shall be a condition to the Rights Party, information concerning (i) the identity sale of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer Subject Securities that such proposed transferee also offer in writing to Laurus (the “OfferorPurchase Offer”) and to purchase the Applicable Portion (iias hereafter defined) the purchase price per Share in cash of the total amount SMM Capital Stock held and/or issuable to Laurus upon exercise of the Warrant, giving effect to all permitted adjustments therein (such total amount, the “Laurus Securities”) upon the same terms and conditions as the Sale Transaction (the “Tag Along Terms”). Laurus shall have thirty (30) days from the date of receipt of the Purchase Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, which shall contain a description with reasonable specificity of the material terms and conditions of such Non-Cash Consideration together with Tag Along Terms), in which to accept such Purchase Offer, and the determination of the Fair Market Value closing of such Non-Cash Consideration purchase shall occur on the date of closing of sale of the Subject Securities (as specified in the Purchase Offer). Laurus shall be deemed to have rejected a Purchase Offer Notice and if such Purchase Offer is not affirmatively accepted in writing by Laurus within such thirty (30) day period, in which event the transfer of the Subject Securities may be consummated on the Tag Along Terms at any valuation by time within ninety (90) days of the Offeror expiration of such Non-Cash Considerationthirty (30) and (iii) the day period, without again making a new Purchase Offer. Any sale or transfer on terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified more favorable than those described in the Purchase Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to again be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on “tag along” rights of Laurus set forth above and shall require compliance by Holdings with the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveprocedures described in this Section 1.

Tag-Along Rights. (a) Each Stockholder hereby agrees that such Stockholder shall not, in any one transaction or any series of similar transactions, directly or indirectly, sell or otherwise dispose of any shares of Voting Stock to any Third Party unless the terms and conditions of such sale or other disposition to such Third Party shall include an offer by such Third Party to the other Stockholder (the "Included Offeree") to include, at the option of the Included Offeree, in the sale or other disposition to the Third Party such number of shares of Voting Stock beneficially owned by such Included Offeree as determined in accordance with this Section 3. If the Selling Party a Stockholder receives a bona fide offer to Transfer Shares purchase or otherwise acquire (whether or not such offer is solicitedan "Included Offer") that the Selling Party wishes any shares of Voting Stock held by it which it desires to accept (the "Included Shares") from a Third Party, such Stockholder shall then cause the Included Offer to be reduced to writing and shall provide written notice (the "Included Notice") of such Included Offer to the Included Offeree in the manner set forth in this Section 3. The Included Notice shall contain an “Offer”)offer by such Third Party to purchase or otherwise acquire, in addition to the Included Shares being acquired from such Stockholder, shares of Voting Stock from the Included Offeree at the same price and on the same terms as contained in the Included Offer and shall be accompanied by a true and correct copy of the Included Offer (which shall identify the Third Party, the Selling number of shares which the Third Party shall include is seeking to purchase or otherwise acquire, the price contained in the Included Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to and all the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other terms and conditions of the proposed Transfer Included Offer). The Included Offeree shall, within sixty (including 60) days after the proposed timedate the Included Notice is given to such Included Offeree (the "Included Notice Period"), date and place for deliver a written notice to the Stockholder that was the initial recipient of the Included Offer (the "Tag-Along Notice"), which notice shall specify the number of shares of Voting Stock held by such Included Offeree which it wishes to sell pursuant to the Included Offer (the "Tag-Along Shares") and the total number of Shares that shares of Voting Stock then beneficially owned by such Included Offeree. In the Offeror is willing to purchase). If event such Third Party shall modify the purchase price specified Included Offer in the Offer includes unlisted securities (the “Unlisted Securities”)any way, the Offer Third Party shall send an amended Included Notice to the Included Offeree. The Included Offeree shall, if it so desires to sell, transfer or otherwise dispose of Tag-Along Shares pursuant to the Included Notice, or as so amended, prior to the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination later of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occurdate such amended Included Notice is received by the Included Offeree or the end of the original Included Notice Period, deliver an amended Tag-Along Notice specifying the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total amended number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Tag-Along Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.

Tag-Along Rights. Subject to Clause 16.3, a Stockholder (athe "Transferring Stockholder") If shall not Transfer (either directly or indirectly), in any one transaction or series of related transactions, to any Person or group of Persons, any Shares, unless the Selling Party receives a bona fide terms and conditions of such Transfer shall include an offer to Transfer the other Stockholders (the "Remaining Stockholders"), to sell Shares at the same price and on the same terms and conditions as the Transferring Stockholder has agreed to sell its Shares (whether the "Tag Along Right"). In the event a Transferring Stockholder proposes to Transfer any Shares in a transaction subject to this Clause 16.4, it shall notify, or not such offer is solicited) that the Selling Party wishes cause to accept (an “Offer”)be notified, the Selling Party Remaining Stockholders in writing of each such proposed Transfer. Such notice shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning set forth: (i) the identity name of the Person (including all transferee and the amount of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and Shares proposed to be transferred, (ii) the purchase price per Share in cash proposed amount and form of the Offer (or, if the Offer consists in whole or in part consideration and terms and conditions of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation payment offered by the Offeror of such Non-Cash Considerationtransferee (the "Transferee Terms") and (iii) that the terms and conditions transferee has been informed of the proposed Transfer (including the proposed timeTag Along Right provided for in this Clause 16, date and place for it if such right is applicable, and the total number of Shares that the Offeror is willing transferee has agreed to purchase)purchase from the Stockholders in accordance with the terms hereof. If The Tag Along Right may be exercised by each of the purchase price Remaining Stockholders by delivery of a written notice to the Transferring Stockholder (the "Co- sale Notice") within 10 business days following receipt of the notice specified in the Offer includes unlisted securities (preceding subsection. The Co-sale Notice shall state the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by such Remaining Stockholder which the Rights Party Remaining Stockholder wishes to include in such Transfer; provided, however, that without the written consent of the Transferring Stockholder, the amount of such securities belonging to the Remaining Stockholder included in such Transfer may not be greater than such Remaining Stockholder's percentage beneficial ownership of Fully Diluted Common Stock multiplied by a fraction, the numerator of which is the total number of Shares proposed shares of 7 Diluted Common Stock to be transferred sold by both the Selling Party Transferring Stockholder and all Remaining Stockholders. Upon receipt of a Co-sale Notice, the denominator of which is Transferring Stockholder shall be obligated to transfer at least the total entire number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included set forth in the proposed TransferCo-sale Notice to the transferee on the Transferee Terms; provided, however, that the Transferring Stockholder shall not consummate the purchase and sale of any Shares hereunder if the transferee does not purchase all such Shares specified in all Co-sale Notices. If no Co-sale Notice has been delivered to the Transferring Stockholder prior to the expiration of the 10 business day period referred to above and if the provisions of this Section have been complied with in all respects, the price per Share that Transferring Stockholder shall have the Rights Party will accept right for a 45 day calendar day period to Transfer Shares to the transferee on the Transferee Terms without further notice to any other party, but after such Shares45-day period, which shall no such Transfer may be made without again giving notice to the higher Remaining Stockholders of (i) the cash price per Share included in proposed Transfer and complying with the Offer Notice (including, if relevant, requirements of this Clause 16. At the Fair Market Value closing of any Non-Cash Consideration) and (ii) the Fair Market Value per Share Transfer of the Rights Party’s Shares subject to this Clause 16, the Transferring Stockholder, and the Remaining Stockholder, in the event such Tag Notice on Along Right is exercised, shall deliver certificates evidencing such securities as have been Transferred by each, duly endorsed, or accompanied by written instruments of transfer in form reasonably satisfactory to the date transferee, free and clear of any adverse claim, against payment of the Tag Notice (purchase price therefor. Notwithstanding the “Tag Acceptance Price”)foregoing, and if unlisted securities were proposed as consideration, this Clause 16 shall not apply to any sale of Common Stock pursuant to an effective registration statement under the form of Non-Cash Consideration that the Rights Party elects to receive.Securities Act in a bona fide public offering. CLAUSE 17

Tag-Along Rights. (a) If the Selling Party receives Subject to first complying with Section 3.04(c), if at any time a Pattern Seller desires to effect a bona fide offer Transfer of some or all of its direct or indirect ownership interests in the Company whether in one transaction or a series of related transactions (the “Tag Along Sale Interests” and, any such transactions or series of related transactions, a “Tag Along Sale”) to Transfer Shares any Third Party other than a Permitted Transferee (whether or not such offer is solicited) that the Selling Party wishes to accept (an Third Party, a “OfferTag Along Purchaser”), then the Selling Party Managing Member shall include in be required to provide the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered Investor and its Permitted Transferees (to the Rights Party, information concerning extent that such Permitted 1557237.09-WASSR01A - MSW Transferees own any Membership Interest) (icollectively the “Tag Along PSP Seller”) the identity of the Person with at least thirty (including all of its Controlling Persons30) from whom the Selling Party received the Offer calendar days’ prior written notice (the “OfferorTag Along Notice”) of such proposed Tag Along Sale. Such Tag Along Notice shall (A) identify the Tag Along Purchaser, the amount of Tag Along Sale Interests proposed to be transferred directly or indirectly by the Pattern Seller, the percentage of the then-issued and (ii) outstanding Units that such proposed Tag Along Sale Interests represents, the purchase sales price per Share in cash Unit, and a summary of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other material terms and conditions of the proposed Transfer Tag Along Sale and (B) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of the Pattern Seller in connection with the proposed timeTransfer. Within twenty (20) calendar days following receipt by the Tag Along PSP Seller of the Tag Along Notice, date and place for it and the total number of Shares that the Offeror is willing Tag Along PSP Seller may, by providing written notice (which notice shall be deemed to purchase). If the purchase price specified in the Offer includes unlisted securities be irrevocable when sent) (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Along Acceptance Notice”) to the Selling Party stating the Rights Party’s intention Managing Member, elect to Transfer all or to the Tag Along Purchaser, as part of their Shares the Tag Along Sale, an amount of Units owned by the Tag Along PSP Seller (the “Tagging Interests”) up to the Offeror total amount of issued and outstanding Units proposed to be Transferred to the Tag Along Purchaser pursuant to the Tag Along Sale multiplied by PSP’s Pro Rata Share, at the same purchase price per Unit as the Pattern Seller and otherwise on the same terms therefor and subject to the same conditions thereto. Neither the Pattern Seller nor any Controlled Affiliate thereof shall have entered into any collateral agreement, commitment or understanding with the Tag Along Purchaser or its affiliates that has or would have the effect of providing to the Pattern Seller or any such Controlled Affiliate consideration of greater value than the consideration offered pursuant to the Tag Along Sale; provided that such restriction shall not apply to any commercial agreement in effect at the time of such transaction (including, for the avoidance of doubt, the MOMA and the Project Administration Agreement) that was entered into prior to the date hereof or that was entered into following receipt of the consent thereto, if any, required in accordance with this Section 3.04 pro-rata with 6.03. If the Selling Party (Tag Along Purchaser does not accept all of the “Tag Right”), in an amount not greater than the total number of Shares owned Tagging Interests tendered by the Rights Party multiplied by a fractionTag Along PSP Seller, then the numerator of which is Pattern Seller shall have the total number of Shares proposed option to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of either (i) proportionately reduce the cash price per Share included in number of Tag Along Sale Interests and Tagging Interests to account for the Offer Notice (including, if relevant, maximum number of ownership interests that the Fair Market Value of any Non-Cash Consideration) and Tag Along Purchaser is willing to purchase or (ii) abandon the Fair Market Value per Share Tag Along Sale. If the Tag Along PSP Seller does not deliver a Tag Along Acceptance Notice within twenty (20) calendar days after receipt of the Rights Party’s Shares subject Tag Along Notice, the Tag Along PSP Seller shall be deemed to have waived its rights with respect to the Transfer of its Units pursuant to the applicable Tag Notice on Along Sale and the Pattern Seller shall have until one hundred eighty (180) calendar days after the expiration of such twenty (20) calendar day period after the date of the Tag Along Notice in which to Transfer the ownership interests in the Company described in the Tag Along Notice on terms not more favorable to the Pattern Seller than those set forth in the Tag Along Notice. If at the end of such one hundred eighty (180) day period the Pattern Seller shall not have completed the Transfer of all of the Pattern Seller’s ownership interests in the Company contemplated to be transferred in the Tag Along Notice (reduced to account for any Tagging Interests (if any) and all Tagging Interests (if any)), then the Tag Along PSP Seller’s tag along rights shall again apply with respect to any such unsold ownership interests. This Section 3.04(b) shall not apply to any “Disposition” (as defined in the Holdings Operating Agreement) of the 1557237.09-WASSR01A - MSW Class B Membership Interests (as defined in the Holdings Operating Agreement) in Holdings pursuant to Article 9 of the Holdings Operating Agreement (the “Tag Acceptance PriceArticle 9 Disposition”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.

Tag-Along Rights. If an Investor or Prior Holder (athe "Seller") If proposes to sell, whether in a single transaction or a series of transactions, (a "Tag-Along Sale") Securities to a Third Party Purchaser(s) (subject to prior satisfaction of Section 4.3, if applicable) and the Selling Party receives sale of such Securities constitutes a bona fide offer Change of Control and no Drag-Along Notice is given to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered other Investors and Prior Holders pursuant to Section 3.03(a)4.5 in respect of such proposed sale, or in an updated Offer Notice subsequently delivered each other Investor and Prior Holder shall have the right, exercisable by giving written notice (the "Tag-Along Notice") to the Rights Party, information concerning (i) Seller within 10 days after the identity expiry of the Person 20 calendar day period referred to in Section 4.3, to sell to the Third Party Purchaser up to that number of Securities which equals (including all of its Controlling Personsdisregarding fractions) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that Securities which the Offeror Third Party Purchaser is willing prepared to purchase). If the purchase price as specified in the its Third Party Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred shares of Common Stock owned by the Selling Party such Investor or Prior Holder and the denominator of which is the total number of Shares shares of Common Stock owned by the Selling PartySeller and all other Investors and Prior Holders giving a Tag-Along Notice to the Seller pursuant to this Section 4.4, each calculated on a fully-diluted basis. Each such other Investor or Prior Holder that elects to participate in the Tag-Along Sale shall sell the Securities indicated in its Tag-Along Notice for the same consideration per Security and otherwise on the same terms and conditions, mutatis mutandis, as those specified in the Third Party Offer. The Tag Notice number of Securities to be sold by the Seller to the Third Party Purchaser shall state be equal to the difference between the number of Securities that the other Investors and Prior Holders are entitled to sell to the Third Party Purchaser pursuant to this Section 4.4 and the total number of Shares Securities which the Rights Third Party wishes Purchaser is prepared to purchase as specified in its Third Party Offer. The Seller shall not be responsible for any failure by the Third Party Purchaser to complete the Tag-Along Sale but shall not sell any Securities to the Third Party Purchaser unless the Securities to be included sold by those other Investors and Prior Holders (if any) that elect to participate in the proposed TransferTag-Along Sale are purchased by the Third Party Purchaser at the same time in accordance with the provisions of this Section 4.4. Unless the Board of Directors of the Company otherwise determines, the price per Share that the Rights Party will accept for such Shares, which sale of any Securities pursuant to this Section 4.4 shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of conditional on any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject Third Party Purchaser becoming a party to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivethis Agreement.

Tag-Along Rights. (a) If the Selling Party receives Subject to first complying with Section 3.04(c), if at any time a Pattern Seller desires to effect a bona fide offer Transfer of some or all of its direct or indirect ownership interests in the Company whether in one transaction or a series of related transactions (the “Tag Along Sale Interests” and, any such transactions or series of related transactions, a “Tag Along Sale”) to Transfer Shares any Third Party, other than a Permitted Transferee, (whether or not such offer is solicited) that the Selling Party wishes to accept (an a “OfferTag Along Purchaser”), then the Selling Party Managing Member shall include in be required to provide the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered Investor and its Permitted Transferees (to the Rights Party, information concerning extent that such Permitted Transferees own any Membership Interest) (icollectively the “Tag Along PSP Seller”) the identity of the Person with at least thirty (including all of its Controlling Persons30) from whom the Selling Party received the Offer calendar days’ prior written notice (the “OfferorTag Along Notice”) of such proposed Tag Along Sale. Such Tag Along Notice shall (A) identify the Tag Along Purchaser, the amount of Tag Along Sale Interests proposed to be transferred directly or indirectly by the Pattern Seller, the percentage of the then-issued and (ii) outstanding Units that such proposed Tag Sale Interests represents, the purchase sales price per Share in cash Unit, and a summary of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other material terms and conditions of the proposed Transfer Tag Along Sale and (B) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of the Pattern Seller in connection with the proposed timeTransfer. Within twenty (20) calendar days following receipt by the Tag Along PSP Seller of the Tag Along Notice, date and place for it and the total number of Shares that the Offeror is willing Tag Along PSP Seller may, by providing written notice (which notice shall be deemed to purchase). If the purchase price specified in the Offer includes unlisted securities be irrevocable when sent) (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Along Acceptance Notice”) to the Selling Party stating the Rights Party’s intention Managing Member, elect to Transfer all or to the Tag Along Purchaser, as part of their Shares the Tag Along Sale, an amount of Units owned by the Investor (the “Tagging Interests”) up to the Offeror total amount of issued and outstanding Units proposed to be Transferred to the Tag Along Purchaser, up to the total amount of issued and outstanding Units proposed to be Transferred to the Tag Along Purchaser pursuant to the Tag Along Sale multiplied by PSP’s Pro Rata Share, at the same purchase price per Unit as the Pattern Seller and otherwise on the same terms therefor and subject to the same conditions thereto. Neither the Pattern Seller nor any Controlled Affiliate thereof shall have entered into any collateral agreement, commitment or understanding with the Tag Along Purchaser or its affiliates that has or would have the effect of providing to the Pattern Seller or any such Controlled Affiliate consideration of greater value than the consideration offered pursuant to the Tag Along Sale; provided that such restriction shall not apply to any commercial agreement in effect at the time of such transaction (including, for the avoidance of doubt, the MOMA and the Project Administration Agreement) that was entered into prior to the date hereof or that was entered into following receipt of any Investor’s consent, if any, required in accordance with this Section 3.04 pro-rata with 6.03. If the Selling Party (Tag Along Purchaser does not accept all of the “Tag Right”), in an amount not greater than the total number of Shares owned Tagging Interests tendered by the Rights Party multiplied by a fractionTag Along PSP Seller, then the numerator of which is Pattern Seller shall have the total number of Shares proposed option to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of either (i) proportionately reduce the cash price per Share included in number of Tag Along Sale Interests and Tagging Interests to account for the Offer Notice (including, if relevant, maximum number of ownership interests that the Fair Market Value of any Non-Cash Consideration) and Tag Along Purchaser is willing to purchase or (ii) abandon the Fair Market Value per Share Tag Along Sale. If the Tag Along PSP Seller does not deliver a Tag Along Acceptance Notice within twenty (20) calendar days after receipt of the Rights Party’s Shares subject Tag Along Notice, the Investor shall be deemed to have waived its rights with respect to the Transfer of its Units pursuant to the applicable Tag Notice on Along Sale and the Pattern Seller shall have until one hundred eighty (180) days after the expiration of such twenty (20) calendar day period after the date of the Tag Along Notice in which to Transfer the ownership interests in the Company described in the Tag Along Notice on terms not more favorable to the Pattern Seller than those set forth in the Tag Along Notice. If at the end of such one hundred eighty (180) day period the Pattern Seller shall not have completed the Transfer of all of the Pattern Seller’s ownership interests in the Company contemplated to be transferred in the Tag Along Notice (reduced to account for any Tagging Interests (if any) and all Tagging Interests (if any)), then the Tag Along PSP Seller’s tag along rights shall again apply with respect to any such unsold ownership interests. This Section 3.04(b) shall not apply to any “Disposition” (as defined in the Holdings Operating Agreement) of the Class B membership interests in Holdings pursuant to Article 9 of the Holdings Operating Agreement (the “Tag Acceptance PriceArticle 9 Disposition”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.

Tag-Along Rights. If after complying with Section 3.4 BCD intends to sell all or part of its shares of Stock to any person or entity, BCD shall not sell all or part of its shares of Stock to any person or entity without first complying with the provisions of this Section. In the event a proposed transferee offers (athe "BCD Offer") If to buy a number of shares from BCD (the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”"Total Purchase Shares'), the Selling Party BCD shall include in the Offer Notice delivered pursuant to Section 3.03(a), not transfer all or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all part of its Controlling Persons) from whom shares of Stock unless the Selling Party received the Offer proposed transferee offers (the “Offeror”"Hogg Xxxer") and (ii) to acquire from Hogg, xx the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the same terms and conditions as were offered to BCD, that number of shares of Stock determined by multiplying (A) the proposed Transfer (including the proposed time, date and place for it and percentage of the total number of Shares that shares of Stock outstanding owned by Hogg xx (B) the Offeror is willing to purchase)Total Purchase Shares. If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, In no event shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned shares sold to the proposed transferee pursuant to the BCD Offer and Hogg Xxxer exceed the Total Purchase Shares. In the event of any proposed sale, BCD shall give a written notice ("Transfer Notice") to Hogg. XXD shall attach to the Transfer Notice the offer of the proposed transferee to Hogg xx purchase shares of Hogg xx accordance with the terms of this Agreement. Hogg xxxll have twenty (20) days after delivery of the Transfer Notice to accept the offer of the proposed transferee. If Hogg xxxepts the offer of the proposed transferee, it shall give BCD and the proposed transferee written notice thereof within such twenty-day period, and the closing, if any, of the purchase of BCD's shares and Hogg'x xxxres shall be made contemporaneously by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivetransferee.

Tag-Along Rights. (a) If Prior to a Qualified IPO, if Blackstone proposes to Transfer, in a single transaction or a series of related transactions, any Securities owned by it to any Person (other than (i) a Transfer to an Affiliate of Blackstone or (ii) a Transfer pursuant to the Selling Party receives Registration Rights Agreement) (a bona fide offer to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”"Tag-Along Purchaser"), the Selling Party shall include in the Offer then, unless Blackstone is entitled to give and does give a Drag-Along Notice delivered pursuant to Section 3.03(a3.6(b) hereof and the Drag-Along Sale that is the subject of such Drag-Along Notice is consummated within the applicable time period referred to in Section 3.6(c), or in an updated Offer Notice subsequently delivered Blackstone shall first provide written notice to the Rights PartyShareholders, information concerning which notice (the "Tag-Along Notice") shall include: (i) the identity maximum number of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer Securities proposed to be Transferred (the “Offeror”) and "Tag-Along Securities"); (ii) the purchase price per Share in cash of security (the Offer (or, if "Tag-Along Price") for the Offer consists in whole or in part of NonTag-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and Along Securities; (iii) the any other material terms and conditions of the proposed Transfer (such sale, including the proposed time, transfer date and place for it (iv) the proposed form of agreement. Each Shareholder (and any other Person that holds similar tag along RIGHTS) that has been provided with the total Tag-Along Notice (each, a "Tag-Along Shareholder") shall have the right to require Blackstone to include in such Transfer to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (Securities which are held by such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 proTag-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party Along Shareholder multiplied by a fraction, the numerator of which is the total aggregate number of Shares Securities proposed to be transferred Transferred by Blackstone as reflected in the Selling Party Tag-Along Notice and the denominator of which is the total number of Shares owned Securities which are held by Blackstone (the "Tag-Along Fraction"). If the number of Securities elected to be Transferred by the Selling Party. The Tag Notice Tag-Along Shareholder together with the number of Securities proposed to be Transferred by Blackstone is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, then the number of Securities being sold by each such seller (including Blackstone) shall state be reduced such that the applicable seller shall be entitled to (and obligated to) sell only its pro rata share of Securities (based on the aggregate number of Securities held by such seller to the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for Securities held by all of such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”electing sellers), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.

Tag-Along Rights. If any Holder proposes to sell or transfer (a"Tag-Along Transfer") If a number of Conversion Shares equal to or greater than the Selling Party receives number of Conversion Shares that would be received upon conversion of 2,000 shares of Convertible Preferred Stock (which amount shall be adjusted to account for any dividends on, subdivisions of, or combinations of, Common Stock) held by such Holder to a bona fide offer to Transfer Shares Person who is not an Affiliate of such Holder (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”"Third Party"), the Selling Party in a single transaction or a series of related transactions, then, at least fifteen (15) days prior to any such Tag-Along Transfer, such Holder shall include provide to all other Holders a notice (a "Tag-Along Notice") delivered to such Holders at their address set forth in the Offer Notice delivered pursuant to Section 3.03(a)Purchase Agreement, or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) explaining the terms and conditions of the proposed such Tag-Along Transfer (including the proposed timeconsideration to be paid) and identifying the name and address of the Third Party. If such notice is sent, date and place for it and then, upon the written request ("Tag-Along Request") of any such Holder (a "Requesting Holder") made within ten (10) days after the day the Tag-Along Notice is received by such Holder, the Holder proposing to make the Tag-Along Transfer shall cause the Third Party to purchase from each Requesting Holder a number of Conversion Shares equal to the product of (A) the quotient of (1) the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Conversion Shares to the Offeror in accordance with this Section 3.04 probe Tag-rata with the Selling Party Along Transferred divided by (the “Tag Right”), in an amount not greater than 2) the total number of Conversion Shares owned held by the Rights Party Holder proposing the Tag-Along Transfer and all Requesting Holders, multiplied by a fraction, the numerator of which is (B) the total number of Conversion Shares the Requesting Holder has requested to have transferred. Such purchase shall be made on the same date and at the same price and on terms and conditions at least as favorable to Requesting Holders as the terms and conditions contained in the Tag-Along Notice delivered in connection with such proposed transaction. To the extent a Holder does not receive a Tag-Along Request with respect to Conversion Shares for which such Holder has provided a Tag-Along Notice within the time period noted above, the Holder providing the Tag-Along Notice may sell the shares proposed to be transferred Tag-Along Transferred as set forth in the Tag-Along Transfer Notice. Each Requesting Holder shall effect its participation in a Tag-Along Transfer by promptly delivering to the Selling Holder who proposed the Tag-Along Transfer (the "Proposing Holder"), for transfer to the Third-Party and one or more certificates, properly endorsed for transfer, which represent the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Conversion Shares the Rights Party wishes to Requesting Holder has requested be included in transferred. Upon consummation of the proposed Tag-Along Transfer, the price per Share Proposing Holder shall remit or arrange for direct transfer to the Requesting Holder that portion of the Rights Party will accept for sale proceeds to which the Requesting Holder is entitled by reason of its participation in the Tag-Along Transfer. Notwithstanding the foregoing, Requesting Holders shall have no rights under this Section 1 with respect to any Tag-Along Transfer by a Holder to the extent such Shares, which shall be the higher of Tag-Along Transfer is (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value form of any Non-Cash Consideration) and a distribution to withdrawing partners from such Holder or otherwise among Affiliates of such Holder; (ii) in connection with a call written against the Fair Market Value per Share stock held by any Holder or a put right written with respect to stock held by a Holder, the rights under this Section 1 shall not arise until exercise of such put or call; (iii) any bona fide gift, or (iv) a transfer to the Proposing Holder's ancestors, descendants or spouse, or to trusts for the benefit of such persons or the Proposing Holder. Any transferee of a Tag-Along Transfer shall take Conversion Shares free of the Rights Party’s rights and obligations of this Section. Any transferee under a transfer not subject to this Section shall take pursuant to the immediately foregoing paragraph shall take Conversion Shares subject to the Tag Notice on the date rights and obligations of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivethis Section.

Tag-Along Rights. (a) Pxxxxxxx shall have tag-along rights with respect to the Shares in the event that the Company proposes to sell, transfer or otherwise dispose of any of the Company’s shares of Synbiomics’ capital stock. If the Selling Party Company proposes to engage, directly or indirectly, in a sale, transfer or other disposition (a “Sale”) of any shares of Synbiomics’ capital stock (the “Offered Shares”), and the Company receives a bona fide written offer to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Purchase Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer a person (the “Offeror”) and (ii) to purchase the Offered Shares for a purchase price per Share (the “Offer Price”) denominated and payable in cash United States dollars at closing or according to specified terms, with or without interest. Before making such a transfer, the Company shall, prior to consummating any Sale contemplated by this Section 1.4, immediately give to Pxxxxxxx written notice (such notice being referred to herein as the “Notice of Transfer”) setting froth the Offer (orprice and the terms of payment, if the Offer consists in whole or in part of Non-Cash Consideration, a description and any other material terms of such Non-Cash Consideration together with the determination proposed Sale. The Notice of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation Transfer shall constitute an offer by the Offeror Company to Pxxxxxxx to permit Pxxxxxxx to sell its shares of such Non-Cash Consideration) Synbiomics in the proposed Sale, for the same price and (iii) form of consideration to be received by the Company and otherwise upon the terms and subject to the conditions set forth in the Notice of Transfer, on a pro rata basis with the Company (based on respective shares of Synbiomics capital stock). For a period of twenty (20) days following receipt of the Notice of Transfer, Pxxxxxxx may, by delivering to the Company written notice of its election, elect irrevocably to participate as a seller in such proposed Transfer (including Sale on a pro rata basis with the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase)Company. If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”)Pxxxxxxx fails to respond within such 20-day period, the Offer Notice, or the updated Offer Notice, Pxxxxxxx shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities be deemed to have an aggregate Fair Market Value equal elected not to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included participate in the proposed TransferSale and shall have waived any and all rights under this Section with respect thereto. Within ten (10) days of the expiration of such 20-day period, the price per Share that Company may consummate the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included transaction proposed in the applicable Purchase Offer and Notice (including, if relevant, the Fair Market Value of any NonTransfer. Any such Synbiomics capital stock not so ttransferred during such 10-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares day period shall thereafter again be subject to the Tag Notice on the date tag-along rights of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivePxxxxxxx set forth in this Section 1.4.

Tag-Along Rights. (a) Toshiba UK or any transferee thereof hereby agrees that if it wishes to Transfer, in one transaction or in a series of related transactions, to any third party Shares constituting a majority of the Shares held by it as of the Closing Date, then the terms and conditions of such Transfer shall include an offer by the transferee to the other Shareholders (the “Tagging Shareholders”) to include, at the option of each Tagging Shareholder, in the Transfer to the third party, all of the Shares beneficially owned by such Tagging Shareholder. If the Selling Party Toshiba UK receives a bona fide offer to Transfer Shares from a third party (whether or not such offer is solicited) that the Selling Party wishes to accept (an a “Tag-Along Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), one transaction or in an updated Offer Notice subsequently delivered to the Rights Partya series of related transactions, information concerning (i) the identity a majority of the Person (including all Shares held by it as of its Controlling Persons) from whom the Selling Party received Closing Date which it desires to accept, Toshiba UK shall then cause the Tag-Along Offer to be reduced to writing and shall provide written notice (the “OfferorTag-Along Notice”) and (ii) of such Tag-Along Offer to the Tagging Shareholders in the manner set forth in this Section 7.05. The Tag-Along Notice shall contain an offer by such third party to purchase price per Share or otherwise acquire, in cash addition to the Shares being acquired from Toshiba UK, all of the Shares from the Tagging Shareholders at the same price and on the same terms and conditions as contained in the Tag-Along Offer and shall be accompanied by a true and correct copy of the Tag-Along Offer (orwhich shall identify the third party purchaser, if the number of Shares which the third party is seeking to purchase or otherwise acquire with respect to which the Shareholders other than Toshiba UK have not exercised rights of First Offer consists under Section 7.04, the price contained in whole or in part of Nonthe Tag-Cash Consideration, a description of such Non-Cash Consideration together with Along Offer and all the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchaseTag-Along Offer). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination Each of the two Tagging Shareholders desiring to accept the Tag-Along Offer shall, within sixty (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (560) days after the last Tag Trigger to occur, date the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 proTag-rata with the Selling Party Along Notice is received by such Tagging Shareholder (the “Tag RightTag-Along Notice Period”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by deliver a fraction, the numerator of which is the total number of Shares proposed written notice to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice Toshiba UK (the “Tag Acceptance PriceTag-Along Exercise Notice”). In the event such third party purchaser shall modify the Tag-Along Offer in any way, Toshiba UK shall send an amended Tag-Along Notice to the Tagging Shareholders reflecting such modifications and if unlisted securities were proposed as considerationeach Tagging Shareholder shall have until the later of thirty (30) days after the date such amended Tag-Along Notice is received by the it or the end of the original Tag-Along Notice Period, the form of Nonto deliver an amended Tag-Cash Consideration that the Rights Party elects to receiveAlong Exercise Notice.

Tag-Along Rights. Endo LLC shall not, in any one transaction or any series of similar transactions not effected through a broker or over a national securities exchange, Transfer more than 25% of the shares of Common Stock it owns as of the date of the Merger, except pursuant to Section 5.4(b) hereof, or except in connection with an underwritten public offering of the Company’s securities or any other capital markets transaction, to any third party or parties unaffiliated with Endo LLC (a) a “Third Party”), unless the Management Stockholders (collectively, the “Offerees”), are offered the right, at the option of each Offeree, to include in such Transfer to the Third Party such number of shares of Common Stock then owned by each such Offeree, as determined in accordance with this Section 5.4(a). If the Selling Endo LLC receives from a Third Party receives a bona fide offer or offers to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes which it intends to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a)accept, or in an updated Offer Notice subsequently delivered proposes to the Rights Transfer to a Third Party, information concerning (i) the identity of the Person (including all shares of its Controlling Persons) from whom the Selling Party received the Offer Common Stock, Endo LLC shall provide written notice (the “OfferorTag-Along Notice”) and (ii) the purchase price per Share in cash to each of the Offer (orOfferees, if setting forth the Offer consists in whole or in part of Non-Cash Consideration, a description consideration per share to be paid by such Third Party and the other material terms and conditions of such Nontransaction. The Tag-Cash Consideration together with Along Notice shall offer the determination Offerees the opportunity to participate in the proposed Transfer of shares to the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) Third Party according to the terms and conditions of this Section 5.4(a) and for the same type of consideration and for an amount of consideration per share not less than that offered to Endo LLC by the Third Party. At any time within 20 days after its receipt of the Tag-Along Notice, each of the Offerees may irrevocably accept the offer included in the Tag-Along Notice for up to such number of shares of Common Stock as is determined in accordance with the provisions of this Section 5.4(a) by furnishing written notice of such acceptance to Endo LLC. Promptly following such acceptance by an Offeree, each such Offeree shall deliver to Endo LLC the certificate or certificates representing the shares of Common Stock to be Transferred pursuant to such offer by such Offeree, together with a limited power-of-attorney authorizing Endo LLC to sell or otherwise dispose of such shares of Common Stock pursuant to the proposed Transfer (including to the Third Party. Each Offeree shall have the right to participate in the proposed time, date and place for it and Transfer to the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (x) the total number of Shares that the Offeror is willing shares to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned be acquired by the Rights Party multiplied by Third Party, times (y) a fraction, the numerator of which is shall be the total number of Shares proposed to be transferred shares of Common Stock then owned by the Selling Party such Offeree, and the denominator of which is shall be the number of shares of Common Stock then owned by Endo LLC plus the total number of Shares shares of Common Stock then owned by the Selling PartyOfferees. The Tag Notice maximum number of shares of Common Stock that may be Transferred by each Offeree to the Third Party in accordance with this Section 5.4(a) shall state be the total number of Shares shares of Common Stock then owned by such Offeree. If within 20 days after the Rights Party wishes to be included receipt of the Tag-Along Notice, any Offeree has not accepted the offer contained in the proposed TransferTag-Along Notice, such Offeree will be deemed to have waived any and all rights with respect to, or to participate in, the price per Share that the Rights Party will accept for such Shares, which shall be the higher Transfer of (i) the cash price per Share included Common Stock described in the Offer Tag-Along Notice (includingand Endo LLC shall have 45 days in which to Transfer not more than the amount of Common Stock described in the Tag-Along Notice, if relevantfor an amount and type of consideration per share not materially more favorable to Endo LLC than was set forth in the Tag-Along Notice. If, at the Fair Market Value end of 65 days following the receipt of the Tag-Along Notice, Endo LLC has not completed the Transfer of Common Stock of Endo LLC and Common Stock of any Non-Cash Consideration) and (ii) the Fair Market Value per Share Offeree, Endo LLC shall return to such Offeree all certificates representing shares of the Rights Party’s Shares subject Common Stock which such Offeree delivered for Transfer pursuant to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”this Section 6.4(a), and if unlisted securities all the restrictions on sale or other disposition contained in this Agreement with respect to Common Stock then or thereafter owned by the Offeree shall again be in effect. As promptly as practicable (but in no event later than 5 days) after the consummation of the Transfer of Common Stock of Endo LLC and Common Stock of the Offerees to the Third Party in accordance with this Section 5.4(a), Endo LLC shall notify the Offerees thereof, shall remit to each of the Offerees the total consideration in respect of the shares of Common Stock of such Offeree which were proposed so Transferred, and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as consideration, may be reasonably requested by the form of Non-Cash Consideration that the Rights Party elects to receiveOfferees.

Tag-Along Rights. (a) If one or more Stockholders other than Xxxx NAOC ("Selling Stockholder") proposes to sell Capital Stock to a third party purchaser other than a Permitted Transferee (the Selling Party receives "Prospective Purchaser") pursuant to a bona fide offer to Transfer Shares purchase such Capital Stock (whether a "Qualified Offer") and, in the case where the Selling Stockholder is a holder of Class B Common Stock, the Capital Stock proposed to be sold represents 5% or not more of the Capital Stock then outstanding (calculated on a fully diluted basis), such offer is solicited) Selling Stockholders may engage in such transaction, subject to their prior compliance with Section 4.2, only if they assure that the Selling Party wishes other Stockholders or holders of Options ("Tag-Along Stockholders") also shall be afforded the right to accept (an “Offer”), sell a proportionate share of their Capital Stock or Options to the Prospective Purchaser simultaneously therewith on terms and conditions at least as favorable to the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) Stockholders as the terms and conditions set out in the Qualified Offer. Upon receipt by one or more Selling Stockholders of a Qualified Offer, the Selling Stockholders shall notify the Tag-Along Stockholders in writing of such offer and its terms and conditions (the "Offer Notice"), which written notice shall include the name of the proposed Transfer (including the proposed time, date and place for it Prospective Purchaser and the total number of Shares that the Offeror is willing consideration offered in connection therewith. In order to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”)exercise their right to sell their Capital Stock or Options as set forth above, the Offer Notice, or Tag-Along Stockholders must provide written notice of such intention to the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on Selling Stockholders within 20 days after the date of their receipt of the Offer Notice). If the Tag-Along Stockholders do not provide such written notice within 20 days, together with the determination Selling Stockholders may sell their Capital Stock to the Prospective Purchaser on the terms of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on Qualified Offer as long as such sale is consummated within 75 days after the date of the Offer Notice. At any time after If the Rights Party receives an Capital Stock is not transferred to the Prospective Purchaser within such period, a new Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to must be given before the Selling Party stating the Rights Party’s intention to Stockholders may sell any Capital Stock. Each participating Tag-Along Stockholder individually, not jointly and severally, shall make such Tag-Along Stockholder's proportionate share of any representations and warranties made in connection with any such Transfer. In no event shall any Tag-Along Stockholder be liable for indemnification or similar obligations in connection with such Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-other than severally on a pro rata with the Selling Party (the “Tag Right”), basis in an amount not greater than the total number of Shares owned proceeds actually received by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included such Tag-Along Stockholder in the proposed connection with such Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.

Tag-Along Rights. (a) If Subject to (j) below, if Xxxxxxxx (here, the Selling Party receives a bona fide offer "Tag-Along Transferor") wishes to Transfer Shares any Securities owned by him (whether or in a transaction in which, if subject to the provisions of Section 2.4, the rights of first refusal set forth therein shall not have been fully exercised) to any Person other than a Permitted Transferee (a "Tag-Along Transferee"), each other Party (each a "Non-Tag-Along Party") shall have the right (the "Tag-Along Right") to require, as a condition to such offer is solicited) Transfer by the Tag-Along Transferor of those Securities not purchased pursuant to the rights of first refusal set forth in Section 2.4, that the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) Tag-Along Transferee purchase from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with Tag-Along Party, at the determination same price and on the same terms and conditions as involved in the Transfer by the Tag-Along Transferor, up to that number of the Fair Market Value of Outstanding Shares owned by such Non-Cash Consideration on Tag-Along Party equaling the date of the Offer Notice and any valuation number derived by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and multiplying the total number of Outstanding Shares that owned by such Non-Tag-Along Party by a fraction, the Offeror numerator of which is willing the actual number of Outstanding Shares to purchase). If be Transferred to the purchase price specified Tag-Along Transferee by the Tag-Along Transferor as set forth in the Offer includes unlisted securities (the “Unlisted Securities”), the Tag-Along Offer Notice, or and the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination denominator of which is the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Outstanding Shares owned by the Rights Tag-Along Transferor immediately prior to such Transfer. Notwithstanding the foregoing, in the event the Tag-Along Transferee is unwilling to purchase the sum of the aggregate number of Securities that the Tag-Along Transferor and the Non-Tag-Along Parties (and each of them) desire to Transfer to the Tag-Along Transferee pursuant hereto, each Party who desires to Transfer Securities to the Tag-Along Transferee shall be entitled to Transfer only that number of Outstanding Shares equal to the number of Outstanding Shares which such Party desires to Transfer to such Tag-Along Transferee, as set forth in its Tag-Along Notice or, in the case of the Tag-Along Transferor, in the Tag-Along Offer Notice, multiplied by a fraction, the numerator of which is the total number of Outstanding Shares proposed which the Tag-Along Transferee is willing to be transferred by the Selling Party acquire and the denominator of which is the total number of Outstanding Shares owned by which the Selling Party. The Tag Notice shall state Tag-Along Transferor and all of the total number of Shares the Rights Party wishes Non-Tag-Along Parties wish to be included Transfer to such Tag-Along Transferee (all as set forth, as applicable, in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Tag Along Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”Along Notices), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.

Tag-Along Rights. If POF (athe "Selling Stockholder") If desires to sell or transfer, directly or indirectly, any of the Selling Party receives then outstanding POF Shares to any third party, other than an Affiliate (the "Buyer"), in a bona fide offer transaction or series of related transactions other than a sale effected through a broker on any securities exchange or automated quotation system on which the Company's Common Stock is then quoted or listed (a "Tag Sale"), then, at least fifteen (15) days prior to Transfer Shares (whether or not any such offer is solicited) that the Selling Party wishes to accept (an “Offer”)sale, the Selling Party Stockholder shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered provide to the Rights PartyInvestors and their respective permitted Transferees, information concerning if any (ieach, a "Tag Seller") a notice (a "Tag-Along Notice") explaining the identity terms of such sale and identifying the name and address of the Person Buyer. Upon the written request of any Tag Seller made within fifteen (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (515) days after the last day the Tag-Along Notice is received by such Tag Trigger to occurSeller, the Rights Party may deliver a notice (a “Selling Stockholder proposing to make the sale shall cause the Buyer to purchase from such Tag Notice”) to Seller such portion of the Selling Party stating outstanding shares of Common Stock owned by such Tag Seller as the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s POF Shares subject to the Tag Notice Sale bears to the number of then outstanding POF Shares. Such purchase shall be made on the same date and at the same price and on terms and conditions at least as favorable to such Tag Seller as the terms and conditions contained in the Tag-Along Notice delivered in connection with such proposed transaction. Notwithstanding the foregoing, POF shall be permitted to distribute POF Shares pursuant to an in-kind distribution to its limited partners, general partners, investment advisors and any affiliates, employees or designees thereof without restriction and any of such POF Shares so distributed (and any such holder or subsequent transferee thereof) shall not be subject to the foregoing provisions. POF agrees that it will notify the Investors no later than seven (7) business days prior to effecting any sale of POF Shares on a securities exchange or automated quotation system that, when aggregated with all such other sales of POF Shares on a securities exchange or automated quotation system within the immediately preceding four week period, represents 10% or more of the Tag Notice (outstanding shares of Common Stock of the “Tag Acceptance Price”)Company, and if unlisted securities were proposed on an as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveconverted basis.

Tag-Along Rights. If any Founder desires to sell any of his or her Common Stock pursuant to an offer from any person (athe "Offeror") If other than a Permitted Transferee (as that term is defined in the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”Amended and Restated Stockholders Agreement), such Founder (the Selling Party "Offeree") shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity give notice of the Person (including all proposed sale to each of its Controlling Persons) from whom the Selling Party received Holders, setting forth the Offer (name and address of the “Offeror”) and (ii) prospective buyer, the proposed purchase price per Share in cash of and the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other terms and conditions of the proposed Transfer offer. Each of the Holders, shall have the option (including exercisable by notice given to such Offeree within twenty (20) days of the notice of the proposed time, date and sale under this Section 3.2) to include in the sale certain of its Warrant Shares (and/or Warrants exercisable for a number of Warrant Shares) in place of the shares of Common Stock that would otherwise be sold to the Offeror by the Offeree. Any Holder who exercises such option (each an "Exercising Holder") shall have the right to include such number (but not less than such number) of Warrant Shares (and/or Warrants exercisable for it and a number of Warrant Shares) as is equal to the total number of Shares that shares to be purchased by the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Warrant Shares proposed (and/or Warrants exercisable for a number of Warrant Shares) sought to be transferred sold by the Selling Party such Exercising Holder and the denominator of which is the total number of Shares owned shares sought to be sold to such Offeror by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (includingOfferee, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share all Exercising Holders, and (iii) all holders of Common Stock or warrants who exercise their tag-along rights in respect of such offer pursuant to section 3.1 of the Rights Party’s Amended and Restated Stockholders Agreement. An Offeree may not agree to sell any shares to an Offeror unless the Offeror is willing to purchase Warrant Shares subject to (and/or Warrants exercisable for a number of Warrant Shares) in the Tag Notice on manner provided in this Section 3.2. The provisions of this Section 3.2 will automatically terminate upon the date termination of the Tag Notice (the “Tag Acceptance Price”), Amended and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveRestated Stockholders Agreement."

Tag-Along Rights. (a) If Prior to the Selling Party receives a bona fide offer to Transfer Shares Triggering Date, each Holder of Subject Equity shall have the right (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”"TAG-ALONG RIGHT"), but not the Selling Party shall include obligation, to require the Proposed Purchaser to purchase from it all Subject Equity owned by such Holder in the Offer Notice delivered pursuant event of any proposed direct or indirect sale or other disposition (collectively, a "TRANSFER") of Capital Stock of the Company to Section 3.03(aany Person or Persons (such other Person or Persons being referred to herein as the "PROPOSED PURCHASER") by WorldCom and/or any of its Affiliates in any transaction or series of related transactions resulting in a Warrant Change of Control (a "TAG-ALONG TRANSFER"). WorldCom shall notify, or cause to be notified, each Holder of Subject Equity in an updated Offer Notice subsequently delivered writing (a "TRANSFER NOTICE") of any proposed Tag-Along Transfer at least 30 days prior to the Rights Party, information concerning effective date thereof. Such notice shall set forth: (ia) the identity name and address of the Person Proposed Purchaser, (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (iib) the purchase price per Share in cash number and type of shares of Capital Stock of the Offer Company proposed to be transferred to the Proposed Purchaser, (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iiic) the proposed amount of consideration and terms and conditions of payment offered by the Proposed Purchaser (if the proposed consideration does not consist entirely or cash, the Transfer (including Notice shall describe the proposed time, date form and place for it and terms of the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”non-cash consideration), (d) the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the anticipated closing date of the Offer Notice), together with Tag-Along Transfer (the determination "PROPOSED TAG-ALONG CLOSING DATE") and (e) that either the Proposed Purchaser has been informed of the Fair Market Values of the Unlisted Securities Tag-Along Right and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger has agreed to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror purchase Subject Equity in accordance with this Section 3.04 prothe terms hereof or that WorldCom or one or more of its named Affiliates will make such purchase. The Tag-rata with Along Right may be exercised by any Holder of Subject Equity by delivery of a written notice to the Selling Party Company (the “Tag Right”"TAG-ALONG NOTICE"), in an amount not greater than within 10 days of receipt of the total number of Shares owned by Transfer Notice, indicating its election to exercise the Rights Party multiplied by a fraction, Tag-Along Right the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party("PARTICIPATING HOLDERS"). The Tag Tag-Along Notice shall state the total number amount of Shares Subject Equity that such Holder proposes to sell pursuant to its Tag-Along Right. Failure by any Holder to provide a Tag-Along Notice within the Rights Party wishes 10-day notice period shall be deemed to constitute an election by such Holder not to exercise its Tag-Along Right. The closing of the sale of any Subject Equity pursuant to the exercise of a Tag-Along Right shall occur concurrently with the closing of the Tag-Along Transfer, and WorldCom shall cause the closing of a Tag-Along Transfer to be included conditioned upon the concurrent sale, in accordance with the proposed Transferterms hereof, by the price per Share Holders of all Subject Equity that they elect to sell pursuant to the Rights Party will accept for such Shares, which exercise of their Tag-Along Right hereunder. Each Holder of Subject Equity that exercise its Tag-Along Right shall be the higher made an express third party beneficiary of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivesuch closing condition.

Tag-Along Rights. Subject to the next paragraph, prior to making any Transfer of Blackstone Securities (aother than a Transfer described in Section 3.3(b)) If held by Blackstone on the Closing Date, any holder of Blackstone Securities proposing to make such a Transfer (for purposes of this Section 3.3, a “Selling Party receives a bona fide offer Blackstone Holder”) shall give at least twenty one (21) days’ prior written notice to Transfer Shares each holder of Employee Securities (whether or not such offer is solicited) that the Selling Party wishes to accept (for purposes of this Section 3.3, each an “OfferOther Holder”) and the Company, which notice (for purposes of this Section 3.3, the “Sale Notice”) shall identify the type and amount of Blackstone Securities to be sold (for purposes of this Section 3.3, the “Offered Securities”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) describe the terms and conditions of such proposed Transfer, and identify each prospective transferee. Any of the proposed Transfer Other Holders may, within fourteen (including 14) days of the proposed time, date and place for it and receipt of the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Sale Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a give written notice (each, a “Tag Tag-Along Notice”) to the Selling Party stating Blackstone Holder that such Other Holder wishes to participate in such proposed Transfer upon the Rights Party’s intention terms and conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the Employee Securities such Other Holder desires to include in such proposed Transfer; provided, however, that (1) each Other Holder shall be required, as a condition to being permitted to sell Employee Securities pursuant to this Section 3.3(a) in connection with a Transfer all or part of their Shares Offered Securities, to elect to sell Employee Securities of the same type and class and in the same relative proportions as the Securities which comprise the Offered Securities, (2) Employee Securities that are subject to vesting shall not be entitled to be sold pursuant to this Section 3.3(a) unless such Employee Security has fully vested; and (3) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the Offeror transferee the same representations, warranties, covenants, indemnities and agreements as the Selling Blackstone Holder agrees to make in accordance connection with the Transfer of the Offered Securities (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, the Selling Blackstone Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his or its ratable share (which may be joint and several but shall be based on, and limited to, the value of Securities that are Transferred by each such Securityholder) of all liabilities to the transferees arising out of representations, warranties, covenants and indemnities (other than those representations, warranties, covenants and indemnities that pertain specifically to a given Securityholder, who shall bear all of the liability related thereto) or other agreements made in connection with the Transfer. Each Securityholder will bear (x) its or his own costs of any sale of Securities pursuant to this Section 3.04 3.3(a) and (y) its or his pro-rata with share (based upon the Selling Party relative amount of proceeds received for the Securities sold) of the costs of any sale of Securities pursuant to this Section 3.3(a) (excluding all amounts paid to any Securityholder or his or its Affiliates as a transaction fee, broker’s fee, finder’s fee, advisory fee, success fee, or other similar fee or charge related to the “Tag Right”), in an amount consummation of such sale) to the extent such costs are incurred for the benefit of all Securityholders and are not greater than the total number of Shares owned otherwise paid by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivetransferee.

Tag-Along Rights. (a) Each Stockholder hereby agrees that such Stockholder shall not, in any one transaction or any series of similar transactions, directly or indirectly, sell or otherwise dispose of any shares of Voting Stock to any Third Party unless the terms and conditions of such sale or other disposition to such Third Party shall include an offer by such Third Party to the other Stockholder (the "Included Of feree") to include, at the option of the Included Offeree, in the sale or other disposi tion to the Third Party such number of shares of Voting Stock beneficially owned by such Included Offeree as determined in accordance with this Section 3. If the Selling Party a Stock holder receives a bona fide offer to Transfer Shares purchase or otherwise acquire (whether or not such offer is solicitedan "Included Offer") that the Selling Party wishes any shares of Voting Stock held by it which it desires to accept (the "Included Shares") from a Third Party, such Stockholder shall then cause the Included Offer to be reduced to writing and shall provide written notice (the "Included Notice") of such Included Offer to the Included Offeree in the manner set forth in this Section 3. The Included Notice shall contain an “Offer”)offer by such Third Party to purchase or otherwise acquire, in addition to the Included Shares being acquired from such Stockholder, shares of Voting Stock from the Included Offeree at the same price and on the same terms as contained in the Included Offer and shall be accompanied by a true and correct copy of the Included Offer (which shall identify the Third Party, the Selling number of shares which the Third Party shall include is seeking to purchase or otherwise acquire, the price contained in the Included Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to and all the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other terms and conditions of the proposed Transfer Included Offer). The Included Offeree shall, within sixty (including 60) days after the proposed timedate the Included Notice is given to such Included Offeree (the "Included Notice Period"), date and place for deliver a written notice to the Stockholder that was the initial recipient of the Included Offer (the "Tag-Along Notice"), which notice shall specify the number of shares of Voting Stock held by such Included Offeree which it wishes to sell pursuant to the Included Offer (the "Tag-Along Shares") and the total number of Shares that shares of Voting Stock then beneficially owned by such Included Offeree. In the Offeror is willing to purchase). If event such Third Party shall modify the purchase price specified Included Offer in the Offer includes unlisted securities (the “Unlisted Securities”)any way, the Offer Third Party shall send an amended Included Notice to the Included Offeree. The Included Offeree shall, if it so desires to sell, transfer or otherwise dispose of Tag-Along Shares pursuant to the Included Notice, or as so amended, prior to the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination later of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occurdate such amended Included Notice is received by the Included Offeree or the end of the original Included Notice Period, deliver an amended Tag-Along Notice specifying the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total amended number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Tag-Along Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.

Tag-Along Rights. After the first anniversary of the closing of the Investment, after giving effect to the provisions of Section 2.4, the following provisions shall apply: No Major Stockholder (awhich shall include a Major Stockholder's Permitted Transferees and any Person assigned the rights of a Major Stockholder pursuant to Section 1.4) If shall sell or otherwise effect the Transfer of any Common Stock (or other Securities) (in one or a series of transactions) to a third party other than a Permitted Transferee of the Major Stockholder or to the Company in compliance with Section 3.6(c) and Article IV below (in either case, a "Major Stockholder Transferee") unless all other Investors at such time (the "Tag Offerees") are offered an opportunity to participate ratably (as determined according to Section 2.5(b) below) in such transaction on the same terms as are to be received by the selling Major Stockholder (the "Selling Party receives a bona fide offer Major Stockholder"). Prior to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes any sale of any Common Stock subject to accept (an “Offer”)this Section 2.5, the Selling Party Major Stockholder shall include notify the Company and the other Major Stockholder in writing of the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered proposed sale. Such notice (the "Inclusion Notice") shall set forth: (A) the number of shares of Common Stock subject to the Rights Party, information concerning proposed sale; (iB) the identity name and address of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) Major Stockholder Transferee; and (iiC) the purchase price per Share in cash proposed amount and form of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice consideration and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of payment offered by such Major Stockholder Transferee. The Company shall promptly, and in any event within 3 business days of the proposed Transfer (including receipt by the proposed timeCompany of the Inclusion Notice, date mail or cause to be mailed the Inclusion Notice to each Investor who owns shares of Common Stock. An Investor may exercise the tag-along right pursuant to this Section 2.5(a) and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities 2.5(b) (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or "Tag-Along Right") by delivery of a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a written notice (a “Tag the "Tag-Along Notice”") to the Selling Party stating Major Stockholder within 10 days of the Rights Party’s intention date the Company delivered the Inclusion Notice. The Tag-Along Notice shall state the number of shares of Common Stock that the Investor proposes to Transfer include in the proposed sale upon the terms and conditions set forth in the Inclusion Notice; provided, however, that if the proposed Major Stockholder Transferee is unwilling to purchase all of the Common Stock requested to be sold by all exercising Tag Offerees together with the Selling Major Stockholder, then each Tag Offeree shall have the right to sell pursuant to such Major Stockholder Transferee's offer, and upon the terms and conditions set forth in the Inclusion Notice, a number of such Tag Offeree's shares of Common Stock equal to such Tag Offeree's pro rata percentage (based on the shares of Common Stock held by the Selling Major Stockholder and its Affiliates and Tag Offerees and their respective affiliates exercising their Tag-Along Rights) of Common Stock that the Major Stockholder Transferee is willing to purchase pursuant to this Section 2.5. If any Tag Offeree elects not to participate in full or part in part, the Selling Major Stockholder and each Tag Offeree that has elected to participate in full may increase the number of shares to be sold by it based upon its pro rata percentage (based upon the shares of Common Stock held by the Selling Major Stockholder and its Affiliates and the fully participating Tag Offerees and their Shares respective Affiliates) of the number of shares any such Tag Offeree elects not to include pursuant to the Offeror terms hereof (the "Over-Allotted Shares") and this process shall continue until there are no more Over-Allotted Shares. If any Tag Offeree does not deliver a Tag-Along Notice during the 10-day period referred to above, the Selling Major Stockholder shall have the right for a 120-day period to effect the proposed sale of shares of Common Stock on terms and conditions no more favorable in any material respect, economically or otherwise, to the Selling Major Stockholder than those stated in the notice and in accordance with the provisions of this Section 3.04 pro-rata with 2.5. If the Selling Party (the “Tag Right”), in an amount not greater than the total number proposed Major Stockholder Transferee of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares Common Stock proposed to be transferred by a Selling Major Stockholder is unwilling to purchase any Common Stock from a Tag Offeree that delivered a Tag-Along Notice even after any pro rata reduction pursuant to Section 2.5(b) (a "Non-Included Tag Offeree"), such Selling Major Stockholder may elect to purchase from such Non-Included Tag Offeree, for cash (in U.S. dollars), Common Stock having a purchase price equal to the Selling Party and aggregate purchase price such Non-Included Tag Offeree would have received in connection with the denominator closing of which is the total number of Shares owned such sale by the Selling PartyMajor Stockholder if such Non-Included Tag Offeree had been able to exercise its Tag-Along Rights (but only to the extent of its pro rata percentage) with respect to such sale and otherwise on the same terms and conditions. The Tag Notice closing of such sale to the Selling Major Stockholder shall state only occur concurrently with or immediately following such sale by the total number Selling Major Stockholder. Each Investor acknowledges for itself and its transferees that the Major Stockholders may grant in the future tag-along rights to other holders of Shares Common Stock and such holders will (i) have substantially the Rights Party wishes same opportunity to participate in sales by the Major Stockholders as provided to the parties hereto, and (ii) be included in the proposed Transfercalculation of the pro rata basis upon which Investors may participate in a sale. Notwithstanding the requirements of this Section 2.5, a Selling Major Stockholder may sell shares of Common Stock at any time without complying with the requirements of Section 2.5(b) so long as the Selling Major Stockholder or the Major Stockholder Transferee deposits into escrow (the "Escrow Account") with an independent third party escrow agent, the price per Share identity of which is consented to by the other Major Stockholder (such consent not to be unreasonably conditioned, delayed or withheld) (the "Escrow Agent") pursuant to an escrow agreement (the "Escrow Agreement") with customary terms and conditions, the form of which is consented to by the other Major Stockholder (such consent not to be unreasonably conditioned, delayed or withheld) at the time of sale or other Transfer that amount of the Rights Party will accept consideration received in such sale or other Transfer equal to the "Escrow Amount." The "Escrow Amount" shall equal that amount of consideration as all the Investors would have been entitled to receive if they had the opportunity to participate in the sale on a pro rata basis, determined as if each Investor (A) delivered a Tag-Along Notice to the Selling Major Stockholder in the time period set forth in Section 2.5(b) and (B) proposed to include all of his, her or its shares of Common Stock which it would have been entitled to include in the sale. No later than five (5) business days after the date of the sale, the Selling Major Stockholder shall notify the Company in writing of the sale. Such notice (the "Escrow Notice") shall set forth the information required in the Inclusion Notice, and in addition, such notice shall state the name of the Escrow Agent and the account number of the Escrow Account. The Company shall promptly, and in any event within 10 days, mail or cause to be mailed the Escrow Notice to each Investor. A holder may exercise his, her or its tag-along right with respect to an Escrow Notice by delivery to the Escrow Agent, within 10 days of the date the Company mailed or caused to be mailed the Escrow Notice, of a written notice specifying the number of shares of Common Stock it, he or she proposes to sell (with a copy to the Selling Major Stockholder)(a "Participating Investor"). Promptly after the expiration of the 10th day after the Company has mailed or caused to be mailed the Escrow Notice, (A) the Selling Major Stockholder shall purchase that number of shares of Common Stock as the Selling Major Stockholder would have been required to include in the sale had the Selling Major Stockholder complied with the provisions of Section 2.5(b), (B) the certificates for such Sharesshares shall be delivered to the Selling Major Stockholder, which free and clear of all claims, liens or other encumbrances, with appropriate instruments of transfer as may be reasonably requested by the Selling Major Stockholder, and (C) all remaining funds and other consideration held in the Escrow Account shall be released to the Selling Major Stockholder by the Escrow Agent. If the Selling Major Stockholder received consideration other than cash in its sale, the Selling Major Stockholder shall purchase the shares of Common Stock tendered by paying to the Investors non-cash consideration and cash in the same proportion as received by the Selling Major Stockholder in the sale. Notwithstanding anything to the contrary in this Section 2.5(e), it shall be the higher obligation of the Selling Major Stockholder to ensure that in connection with a sale effected pursuant to this Section 2.5(e) each Participating Investor receives, whether from the Escrow Amount or otherwise, the amount of consideration that such Participating Investor would have been entitled to receive if such Participating Investor had the opportunity to participate in the Transfer on a pro rata basis in accordance with Section 2.5(a), (b) and (c). Notwithstanding anything in this Agreement to the contrary, a Selling Major Stockholder may make any of the following Transfers without complying with the provisions of this Section 2.5: (i) the cash price per Share included sales in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) connection with a Public Offering and (ii) sales pursuant to an Approved Sale or a Requested Sale. Each Investor who exercises its rights pursuant to this Section 2.5 shall, at the Fair Market Value per Share request of the Rights Party’s Shares subject Selling Major Stockholder and without further cost and expense to the Tag Notice on the date Selling Major Stockholder, execute and deliver such other instruments of the Tag Notice (the “Tag Acceptance Price”)conveyance and transfer, and if unlisted securities were take such other actions as may reasonably be requested to consummate the proposed sale of Common Stock by the Selling Major Stockholder and the Investors who have exercised their tag-along rights pursuant to this Section 2.5. In connection with the consummation of a Transfer pursuant to this Section 2.5, each Tag Offeree exercising the Tag-Along Right shall execute all documents containing such terms and conditions, including representations and warranties solely with respect to (x) matters of title to such Tag Offeree's Common Stock and (y) the due authorization (or capacity) and due and valid execution and delivery by such Tag Offeree of documentation in respect of such transfer, as consideration, those executed by the form of Non-Cash Consideration that the Rights Party elects to receiveSelling Major Stockholder.

Tag-Along Rights. (a) If In the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) event that the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning at any time (i) the identity LLC proposes to sell shares of Common Stock owned by it to any Person (a “Proposed Purchaser”), other than any Transfer (1) pursuant to a Registration or Rule 144, (2) to an Affiliate, or (3) to a Shareholder who is a member of the Person LLC in connection with a distribution to such member in accordance with the LLC Agreement or (including all ii) a Selling Investor Member (as defined in the LLC Agreement) proposes to transfer Units (as defined in the LLC Agreement) in the LLC such that a Management Shareholder (in its capacity as a Management Member under the LLC Agreement) would have tag-along rights under Section 12.9(b) of its Controlling Personsthe LLC Agreement, then in the case of clause (i) from whom or (ii) above, the Selling Party received the Offer LLC will promptly provide each Other Shareholder written notice (the a “OfferorSale Notice”) of such proposed sale (a “Proposed Sale”) and (ii) the purchase price per Share in cash material terms of the Offer (or, if the Offer consists in whole or in part Proposed Sale as of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Sale Notice and any valuation by (the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (“Material Terms”), including the proposed time, date and place for it and the total aggregate number of Shares that shares of Common Stock or Units, as applicable, the Offeror Proposed Purchaser is willing to purchase). If within 20 days of the purchase price specified delivery of the Sale Notice, the LLC receives a written request (a “Sale Request”) to include shares of Common Stock or Units, as applicable, in the Offer includes unlisted securities Proposed Sale (i) held by one or more of the “Unlisted Securities”)Other Shareholders or (ii) to be acquired pursuant to the exercise of either Exchange Options or options (to the extent then vested and exercisable) granted to a Management Shareholder under any Option Plan in the Proposed Sale, the Offer NoticeCommon Stock or Units, as applicable, held or to be acquired by such Other Shareholders shall be so included as provided therein; provided, however, that any Sale Request shall be irrevocable unless (x) there shall be a material adverse change in the updated Offer Notice, shall include as proposed consideration cash Material Terms or freely tradable securities listed on an internationally recognized stock exchange, or a combination of (y) otherwise mutually agreed to in writing by such Other Shareholders and the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer NoticeLLC. At any time after the Rights Party receives an Offer Notice until the date that is five (5) If within 20 days after the last Tag Trigger to occurdelivery of the Sale Notice, the Rights Party may deliver any Other Shareholder has not delivered a notice (a “Tag Notice”) Sale Request to the Selling Party stating the Rights Party’s intention LLC, such Other Shareholder will be deemed to Transfer have waived any and all rights with respect to, or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”)participate in, in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveProposed Sale.

Tag-Along Rights. (a) If one or more of the Selling Party receives Blackstone Investors or any Affiliated Transferee of a Blackstone Investor (other than a Person who is an Affiliated Transferee of a Blackstone Investor solely as a result of being a limited partner of a Blackstone Investor or a limited partner of an Affiliated Transferee of a Blackstone Investor) (collectively, the "Tag-along Offering Investors") proposes to sell any of its shares of Common Stock to any Person (a "Prospective Tag-along Purchaser") pursuant to a bona fide offer or offers to purchase or otherwise acquire, in one transaction or any series of related transactions (a "Tag-along Transfer Shares Offer"), such Tag-along Offering Investors shall then cause the Tag-along Transfer Offer to be reduced to writing and shall provide written notice (whether or not the "Tag-along Transfer Notice") of such offer is solicited) that Tag-along Transfer Offer to each of the Selling Party wishes to accept other Holders (an “Offer”the "Tag-along Transfer Offerees"), in the manner set forth in this Section 3.3. The Tag-along Transfer Notice shall identify the Prospective Tag-along Purchaser, the Tag-along Ratio (as defined below), the Selling Party shall include price contained in the Tag-along Transfer Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to and all the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other material terms and conditions of the proposed Tag-along Transfer Offer. The Tag-along Transfer Offerees shall have the right and option, exercisable as set forth below, to accept the Tag-along Transfer Offer for up to such number of shares of Common Stock as is determined in accordance with the provisions of Section 3.3(b). Each Tag-along Transfer Offeree that desires to exercise such option to accept the Tag-along Transfer Offer shall provide the Tag-along Offering Investors with written revocable notice (including each a "Tag-along Notice" and collectively, the "Tag-along Notices") (specifying the number of shares of Common Stock as to which such Tag-along Transfer Offeree is accepting the Tag-along Transfer Offer) within 15 Business Days after the Tag-along Transfer Notice Date, and shall simultaneously provide a copy of such Tag-along Transfer Notice to the Issuer, and the Issuer shall forward a copy of each such Tag-along Notice to the other Tag-along Transfer Offerees. Such Tag-along Notice may be withdrawn or modified at any time until the expiration of 20 Business Days after the Tag-along Transfer Notice Date (the "Tag-along Notice Period"). At the expiration of the Tag-along Notice Period, the most recent notice given by a Tag-along Transfer Offeree shall become irrevocable and binding, and shall constitute an irrevocable acceptance of the Tag-along Transfer Offer by the Tag-along Transfer Offeree for the Common Stock specified therein. As soon as practicable after the expiration of the Tag- along Notice Period, the Tag-along Offering Investors shall notify the Issuer and each accepting Tag-along Transfer Offeree of the number of shares of Tag-along Transfer Stock such Tag- along Transfer Offeree is obligated to sell or otherwise dispose of pursuant to the Tag-along Transfer Offer and Section 3.3(b). The Tag-along Offering Investors shall notify the Issuer and each accepting Tag-along Transfer Offeree of the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities any sale (the “Unlisted Securities”)"Sale Date") pursuant to this Section 3.3 no less than ten (10) days prior to the Sale Date and each accepting Tag-along Transfer Offeree shall, the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is not less than five (5) days prior to the Sale Date, deliver to the Tag-along Offering Investors the Duly Endorsed certificate or certificates representing the shares of Common Stock to be sold or otherwise disposed of pursuant to such offer by such Tag-along Transfer Offeree (or, if delivery of such certificates is not permitted by applicable law, regulation or previously adopted non-discretionary policy, copies of such certificates together with an unconditional agreement to deliver such certificates on the Sale Date against delivery to the Tag- Along Transfer Offeree of the consideration therefor), together with a limited power-of-attorney authorizing the Tag-along Offering Investors to sell or otherwise dispose of such shares of Common Stock pursuant to the terms of the Tag-along Transfer Offer and all other documents required to be executed in connection with the Tag-along Transfer Offer and shall simultaneously provide a copy of such share certificates (or such agreement to deliver such shares certificates) and such other required documents to the Issuer. In the event that an accepting Tag-along Transfer Offeree shall fail to deliver such certificates (or such agreement) and all other such required documents to the Tag-along Offering Investors and the Issuer by such fifth day prior to the Sale Date, after one day's notice of such failure (or in the last Tag Trigger event that such Tag-Along Transfer Offeree shall fail to occurcomply with its agreement to deliver certificates on the Sale Date), the Rights Party may deliver a notice (a “Tag Notice”) Tag-along Offering Investors shall be entitled on the Sale Date to sell pursuant to such Tag- along Transfer Offer, in addition to any other shares of Common Stock they are entitled to sell pursuant to this Section 3.3, the number of shares of Common Stock such failing Tag-along Transfer Offeree was otherwise entitled to sell hereunder. The sale by the Tag-along Offering Investors to the Selling Party stating Prospective Tag-along Purchaser must be consummated by the Rights Party’s intention Tag-along Offering Investors within 60 Business Days from the termination of the Tag-along Notice Period at a price not higher than, and on terms not more favorable in any material respect than, the terms contained in the Tag-along Transfer Notice. If the consideration payable for the shares of Common Stock consists in part or in whole of consideration other than cash, any increase in the cash component of such Tag-along Transfer Offer shall constitute terms that are ipso facto "more favorable" and thus require the provisions of this Section 3.3 to Transfer all again apply to such increased offer. If, at the end of such 60 Business Day period, the Tag-along Offering Investors have not consummated the sale or part other disposition of their Shares the shares of Common Stock to the Offeror Prospective Tag-along Purchasers all the restrictions on sale or other disposition contained in accordance this Agreement with this Section 3.04 pro-rata with respect to the Selling Party (the “Tag Right”), in an amount not greater than the total number shares of Shares Common Stock owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to Tag-along Offering Investor shall again be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveeffect.

Tag-Along Rights. (a) If If, at any time, either Purchaser proposes to sell shares of Securities representing 50% or more of such Purchaser's aggregate Securities then held, in one transaction or in any series of transactions (other than through a sale of such shares in a public offering), then such party (the "Selling Party") shall notify Xxxxxxxxxx (the "Tag-Along Seller"), describing in such notification the material terms of the proposed sale. The Tag-Along Seller shall have the option, exercisable by written notice to the Selling Party, within ten business days after the Selling Party receives a bona fide offer notifies the Tag-Along Seller of its intention to Transfer Shares (whether or not effect such offer is solicited) that sale, to require the Selling Party wishes to accept provide as part of its proposed sale that the Tag-Along Seller be given the right to participate, pro rata in proportion to the respective number of shares of Securities owned by each party, in such transaction or series of transactions on the same terms and conditions (an “Offer”)including but not limited to obligations with respect to indemnification) as the Selling Party, and, if such option is exercised by the Tag-Along Seller, the Selling Party shall include in not proceed with such sale unless the Offer Notice delivered pursuant Tag-Along Seller is given the right so to participate. (b) The provisions of this Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration 2 shall terminate on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher earlier of (i) the cash price per Share included in the Offer Notice (includingdate that Xxxxxxxxxx shall first own less than 30,000 shares of Preferred Stock, if relevant, the Fair Market Value of any Non-Cash Consideration) and or (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Purchasers shall first collectively own Securities (r) with a stated value, in the case of Preferred Stock, or (s) valued at $7.25 per share, in the case of shares of Common Stock, equal to less than an aggregate of $50,000,000; provided, however, that if on such date there shall be a sale of Securities previously commenced in which Xxxxxxxxxx shall have delivered written notice of his election to participate in such sale pursuant to this Section, then the provisions of this Section shall continue to apply and be enforceable until the earlier of (x) the sale of Xxxxxxxxxx Shares pursuant to such transaction, or (y) the termination of such transaction by the Selling Party elects prior to receiveits consummation.

Tag-Along Rights. (a) If the Selling Except as provided in Section 2.4(e), if any Holder ("Transferring Party") proposes to sell or otherwise dispose of any of its Common Stock pursuant to Section 2.1(b) (ii), 2.1(c), 2.1(d) (ii) or 2.1(e) to any Third Party receives (a "Tag-along Purchaser") pursuant to a bona fide offer to Transfer Shares purchase (whether or not such offer is solicited) that the Selling Party wishes to accept (an “a "Tag-along Offer”"), the Selling Transferring Party shall include in provide written notice (the "Tag-along Offer Notice") of such Tag-along Offer to the Issuer and the Issuer shall promptly provide written notice (the effective date of such notice being the "Tag-along Notice delivered pursuant Date") of such Tag-along Offer to Section 3.03(asuch other Holder and its Permitted Transferees (the "Tag-along Offeree"), or in an updated Offer Notice subsequently delivered to the Rights PartyTag-along Ratio (as defined below), information concerning (i) the identity consideration per share of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) Common Stock and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other material terms and conditions of the proposed Transfer Tag-along Ratio (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”as defined below), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination per share of Common Stock and other material terms and conditions of the two Tag-along Offer and, in the case of a Tag-along Offer in which the consideration payable for Common Stock consists in part or in whole of consideration other than cash, such information relating to such consideration as the Tag-along Offeree may reasonably request as being necessary for such Tag-along Offeree to evaluate such non-cash consideration, it being understood that such request shall not obligate the Transferring Party to deliver any information to such Tag-along Offeree not provided to the Transferring Party by the Tag-along Purchaser. Each Tag-along Offeree shall have the right, exercisable as set forth below, to accept the Tag-along Offer for up to the number of shares of Common Stock determined pursuant to Section 2.4(b). The consideration per share paid to any Tag-along Offeree shall be not less than the highest price paid per share to the Transferring Party in respect of its Common Stock. Each Tag-along Offeree that desires to accept the Tag-along Offer shall provide the Transferring Party with written revocable notice (a "Tag-along Notice") (specifying, subject to Section 2.4(b), the number of Common Stock which such cash and/or freely tradable securities Tag-along Offeree desires to have an aggregate Fair Market Value equal sell) within 45 days after the Tag-along Notice Date, and shall simultaneously provide a copy of such Tag-along Notice to the Issuer, and the Issuer shall forward a copy of each such Tag-along Notice to the Transferring Party and each other Tag-along Offeree. Such Tag-along Notice may be withdrawn or exceeding modified at any time until the Fair Market Value expiration of 45 days after the Tag-along Notice Date (the "Tag-along Notice Period"). At the expiration of the Unlisted Securities on Tag-along Notice Period, the most recent Tag-along Notice shall become irrevocable and binding, and shall constitute an irrevocable acceptance of the Tag-along Offer by the Tag-along Offeree for the Common Stock specified therein. As soon as practicable after the expiration of the Tag-along Notice Period, the Transferring Party shall notify the Issuer and each accepting Tag-along Offeree of the number of shares of Common Stock such Tag-along Offeree is obligated to sell or otherwise dispose of pursuant to the Tag-along Offer, such number to be calculated in accordance with Section 2.4(b). The Transferring Party shall notify the Issuer and each accepting Tag-along Offeree of the proposed date of any sale ("Sale Date") pursuant to this Section 2.4 no less than five days prior to the Offer Notice)Sale Date, and each accepting Tag-along Offeree shall deliver to the Transferring Party the Duly Endorsed certificate or certificates representing the Common Stock to be sold or otherwise disposed of pursuant to such offer by such Tag-along Offeree, together with a limited power-of-attorney authorizing the determination Transferring Party to sell or otherwise dispose of such Common Stock pursuant to the terms of the Fair Market Values of the Unlisted Securities Tag-along Offer and (if relevant) any freely tradable securitiesall other documents required to be executed in connection with such Tag-along Offer, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) no less than two days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) prior to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveSale Date.

Tag-Along Rights. If any Holder proposes to sell or transfer (a"Transfer") If more than 1,000,000 Common Equivalent Shares held by such Holder to a Person or group (as such term is used in Rule 13(d)(3) and 14(d)(2) of the Selling Exchange Act) who is not a Related Party receives a bona fide offer to Transfer Shares of such Holder (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”"Third-Party"), the Selling Party in a single transaction or a series of related transactions, then, at least fifteen (15) days and no more than forty-five (45) days prior to any such Transfer, such Holder shall include in the Offer Notice delivered pursuant provide to Section 3.03(a), or in an updated Offer Notice subsequently Sellers a notice (a "Tag-Along Notice") delivered to the Rights PartySellers at their address set forth herein, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) explaining the terms and conditions of the proposed such Transfer (including the proposed timeconsideration payable) and identifying the name and address of the Third-Party. Upon the written request of any Seller ("Tag-Along Request") made within ten (10) days after the day the Tag-Along Notice is received by Sellers, the Holder proposing to make the Transfer shall cause the Third-Party to purchase from Sellers on the same date and place for it and (i) in the case of a Transfer of Common Stock by such Holder at a time when Sellers hold a sufficient number of shares of Common Stock to participate as set forth in the following formula, a number of shares of Common Stock equal to (A) the quotient of (1) the total number of Common Equivalent Shares that to be Transferred divided by (2) the Offeror is willing total number of outstanding Common Equivalent Shares held by all Holders, multiplied by (B) the total number of Common Equivalent Shares held by Sellers, at the same price and on terms and conditions at least as favorable to purchase). If Sellers as the purchase price specified more favorable of the terms and conditions contained in the Offer includes unlisted securities Tag-Along Notice delivered in connection with such proposed transaction or the terms actually received by such Holder or (ii) in the “Unlisted Securities”)event that such Holder does not Transfer Common Stock or Sellers do not then hold a sufficient number of shares of Common Stock to participate as set forth in the above formula, a number of Common Equivalent Shares computed as set forth above at the price per Common Equivalent Share that would most nearly result in the same economic benefits and cost per Common Equivalent Share to the Third-Party, as determined by an independent third party valuation firm chosen by such Holder and reasonably acceptable to Sellers and the Third-Party. To the extent that (i) a Holder seeks to Transfer Common Stock at a time when Sellers do not own a sufficient number of shares of Common Stock to participate in accordance with the above formula and the Third-Party is unwilling to purchase Common Equivalents from Sellers, (ii) the Third-Party is unwilling to purchase Common Equivalents from Sellers that differ in type from the Common Equivalents offered to the Third-Party by such Holder or (iii) the Third-Party is unwilling to accept a valuation prepared by an independent third party valuation firm, such Holder shall not make the proposed Transfer. To the extent a Holder does not receive a Tag-Along Request with respect to Common Equivalent Shares for which such Holder has provided a Tag-Along Notice within the time period noted above, the Offer Notice, or Holder providing the updated Offer Notice, shall include Tag-Along Notice may sell the shares proposed to be Transferred as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of set forth in the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Transfer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) prior to the Selling consummation of the Transfer, a Seller may withdraw any Tag-Along Request made pursuant to this Agreement. If the Third-Party stating is unwilling to purchase all of the Rights Party’s intention to Transfer all or part additional securities that would be sold as a result of their Shares to the Offeror in accordance with this Section 3.04 rights set forth herein, then the number of securities sold by each party shall be cut back pro-rata with so that the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned securities sold by each party bear the Rights Party multiplied by a fraction, same relation to each other as the numerator of which is the total number of Shares proposed securities that could have been sold if the Third-Party had been willing to be transferred by purchase the Selling Party and full amount. Notwithstanding the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transferforegoing, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) Sellers shall have no rights under this Section 1 with respect to any Transfer by a Holder to the cash price per Share included extent such Transfer is in the Offer Notice form of a distribution to withdrawing partners from such Holder or otherwise among Related Parties of such Holder (including, if relevant, provided in the Fair Market Value case of any Non-Cash Consideration) and Transfers among Related Parties of such Holder the Person who will hold the Transferred securities after such Transfer becomes a party to this Agreement prior to such Transfer); (ii) in connection with a call written against the Fair Market Value per Share of the Rights Party’s Shares subject stock held by any Holder or a put right written with respect to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as considerationstock held by a Holder, the form rights under this Section 1 shall not arise until exercise of Non-Cash Consideration such put or call; and (iii) Sellers agree that Common Equivalents held in a separate account for the Rights Party elects to receivebenefit of others shall not be considered held by a Holder for purposes of this Agreement.

Tag-Along Rights. (a) If In the Selling Party receives event of a bona fide offer to Transfer Shares (whether decision by US Core Trust, the Fund Partnership, US Core Properties or not such offer is solicited) that the Selling Party wishes to accept any of their respective Affiliates (an “OfferOffering Entity”) to sell its securities in an underwritten (firm commitment) public offering registered under the Securities Act of 1933, as amended, resulting in the listing of the Offering Entity’s securities on a nationally recognized stock exchange (an “Offering”), the Selling Party shall include before such Offering Entity proposes to make any transfer of its securities in the Offering, such Offering Entity shall deliver written notice (an “Offer Notice”) to GMIMCo. The Offer Notice delivered pursuant to Section 3.03(a), or will disclose in an updated Offer Notice subsequently delivered to reasonable detail the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the proposed terms and conditions of the proposed Transfer (including Offering to the proposed timeextent such terms and conditions are reasonably determinable, date and place for it and in consultation with the total number managing underwriter of Shares that the Offeror Offering, at the time the Offer Notice is willing given. The Offering Entity shall not consummate the Offering until at least sixty days after the Offer Notice has been given to purchase)the GMIMCo. If GMIMCo can elect to require the purchase price specified Offering Entity to allow NY Trust, NY Trust II, or any Co-Investment Vehicle to participate with the Offering Entity in the Offer includes unlisted securities contemplated Offering (a “Participating GM Entity”), by delivering written notice (the “Unlisted SecuritiesTag Along Election Notice”), ) on behalf of the Participating GM Entity to the Offering Entity within thirty days after receipt of the Offer Notice, in which event the Offering Entity and Participating GM Entity shall (i) use their good faith efforts to effect the merger, contribution of assets or other consolidation of their respective assets so that the updated Offer Noticecontemplated Offering is conducted by an entity (the “Consolidated Offering Entity”) in which interests are held by Persons which held interests in the Offering Entity and by GM Investors and other Persons which held interests in the Participating GM Entity (all such Persons, “Participating Investors”), with the interest of each Participating Investor in the Consolidated Offering Entity to be determined by reference to the valuation of such Person’s interest in the Offering Entity or Participating GM Entity, as applicable, using the same valuation methodology for all such interests; provided that if the parties are unable to agree on the valuations of all such interests, such disputes shall include be resolved in accordance with the procedures set forth in Sections 4.04 and 4.05, as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchangeapplicable. In such event, or a combination the Consolidated Offering Entity shall delay the consummation of the two (Offering pending the resolution of such cash and/or freely tradable securities dispute; provided that it shall not be required to have an aggregate Fair Market Value equal to or exceeding delay the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the Offering past a date that is five (5) thirty days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (Along Election Notice. If the “Tag Acceptance Price”)dispute is not resolved by such date, then the Consolidated Offering Entity may proceed with the Offering on such terms as it elects, with any required adjustments in the allocation of consideration to be made after the closing of the Offering when the dispute is finally resolved. All Participating Investors, including the GM Investors which are Participating Investors, shall have the same rights and if unlisted securities were proposed be subject to the same restrictions with respect to the conduct of and participation in the Offering. Without limiting the generality of the foregoing, each Participating Investor shall enter into such customary affiliate letters, lock-up or similar agreements as consideration, the form managing underwriter of Non-Cash Consideration that the Rights Party elects to receiveOffering may require.

Tag-Along Rights. (a) If Each of the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) Executive Shareholders agrees that the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) from the identity date hereof through the third anniversary of the Person date hereof he shall not Transfer, whether in a single transaction or in a series of linked transactions, more than ten percent (including 10%) per year, when aggregated with all such other Transfers made by such shareholder in such year, of its Controlling Persons) from whom the Selling Party received Common Stock Beneficially Owned by him on the Offer (the “Offeror”) date hereof and (ii) from the purchase price per Share in cash third anniversary of the Offer (ordate hereof through the fourth anniversary of the date hereof he shall not Transfer, if the Offer consists whether in whole a single transaction or in part a series of Non-Cash Considerationlinked transactions, a description of more than five percent (5%), when aggregated with all such Non-Cash Consideration together with the determination other Transfers made by such shareholder during such period, of the Fair Market Value of such Non-Cash Consideration Common Stock Beneficially Owned by him on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) hereof, unless, the terms and conditions of such Transfer shall include an offer to the Purchaser to include in the transfer to the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities transferee (the “Unlisted Securities”"Third Party"), at the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities Purchaser's option and on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities same price and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) same terms and conditions as apply to the Selling Party stating Executive Shareholder, an amount of Preferred Stock and Common Stock held by the Rights Party’s intention to Transfer all or part of their Shares to the Offeror Purchaser determined in accordance with this Section 3.04 pro-rata with 5.1. Each of the Selling Party Homebuilder Shareholders agrees that from and after the date hereof, he shall not Transfer, whether in a single transaction or in a series of linked transactions, more than fifty percent (the “Tag Right”50%), when aggregated with all such other Transfers made by such shareholder, of the Common Stock then Beneficially Owned by him, unless the terms and conditions of such Transfer shall include an offer to the Purchaser to include in the transfer to the Third Party at the Purchaser's Option and on the same price and on the same terms and conditions as apply to the Homebuilder Shareholder, an amount not greater than of Preferred Stock and Common Stock determined in accordance with this Section 5.1. The Third Party shall be required to purchase from the Purchaser, if the Purchaser desires to participate in such transaction, the number of shares of Common Stock Beneficially Owned by the Purchaser equaling the lesser of (x) the number derived by multiplying (i) the total number of Shares owned shares of Common Stock which the Third Party proposes to purchase by the Rights Party multiplied by (ii) a fraction, the numerator of which is shall be the total number of Shares proposed to be transferred shares of Common Stock Beneficially Owned by the Selling Party Purchaser and the denominator of which is shall be the total number of Shares owned shares of Common Stock Beneficially Owned by the Purchaser and the applicable Selling Shareholder or (y) such lesser number of shares as the Purchaser shall designate in the Tag-Along Notice (defined below). If the Tag-Along Right results in the Purchaser including more shares of Common Stock Beneficially Owned by him in any Tag-Along Notice, than will, on the date of transfer by the Purchaser to the Third Party, have been converted into Common Stock, the Purchaser and the Company shall take such steps as are reasonably required to convert to Common Stock any Preferred Stock and Supplemental Warrants to be purchased by the Third Party (at the prevailing Conversion Price(s) for the Preferred Stock being sold, and at the prevailing Exericise Rate for the Supplemental Warrants being sold, by the Purchaser) which the Purchaser desires to transfer immediately prior to such transfer and contingent upon such transfer occurring, it being the parties' intention that only Common Stock will be transferred to the Third Party pursuant to this Section 5.1. The Tag Selling Shareholder shall notify the Company and the Purchaser of any proposed Transfer to which the provisions of this Section 5.1 apply. Each such notice shall set forth: (i) the name of the Third Party and the number of shares of Common Stock proposed to be transferred, (ii) the address of the Third Party, (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party, and any other material terms pertaining to the Transfer (the "Third Party Terms") and (iv) that the Third Party has been informed of the "Tag-Along Rights" provided for in this Section 5.1 and has agreed to purchase shares of Common Stock in accordance with the terms hereof. The Tag-Along Rights set forth above in this Section 5.1 may be exercised by the Purchaser by delivery of a written notice to the Company and the Selling Shareholder (the "Tag-Along Notice") within thirty (30) days following receipt of the notice specified in the preceding paragraph. The Tag-Along Notice shall state the total number of Shares shares of Common Stock that the Rights Party Purchaser wishes to include in such transfer to the Third Party. Upon the giving of a Tag-Along Notice, the Purchaser shall be included entitled and obligated to sell the number of shares of Common Stock set forth in the proposed TransferTag-Along Notice to the Third Party on the Third Party Terms; provided, however, that neither the Selling Shareholder nor the Purchaser shall consummate the sale of any shares offered by it if the Third Party does not purchase all shares which the Selling Shareholder and the Purchaser are entitled and desire to sell pursuant hereto. After expiration of the thirty-day period referred to above, if the provisions of this Section have been complied with in all respects, the price per Share that Selling Shareholder shall have the Rights right for a sixty (60)-day period to transfer the shares of Common Stock to the Third Party will accept for on the Third Party Terms (or on other terms no more favorable to the Selling Shareholder) without further notice to the Purchaser, but after such Shares, which shall sixty (60)-day period no such transfer may be made without again giving notice to the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share Purchaser of the Rights Party’s Shares subject to proposed transfer and complying with the Tag Notice on the date requirements of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivethis Section 5.1.

Tag-Along Rights. (a) If With the Selling Party receives a bona fide offer exception of Transfers to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), Permitted Transferees or in an updated Offer Notice subsequently delivered accordance with S ection 7.5, at least fifteen (15) days prior to the Rights anticipated closing date of any Transfer of more than 10% of the Sponsor Interests in any twelve (12) month period, each holder making such Transfer (the “Transferring Party”) shall deliver a written notice (the “Transfer Notice”) to the Company and each of the Members holding Voting Interests, information concerning (i) specifying in reasonable detail the identity of the Person (including all prospective Transferee(s), the number of its Controlling Persons) from whom Voting Interests to be Transferred and, to the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (orextent known, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing Transfer. The Members holding Voting Interests may elect to purchase). If the purchase price specified participate in the Offer includes unlisted securities contemplated Transfer by delivering written notice to the Transferring Party within fifteen (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (515) days after delivery of the last Tag Trigger to occurTransfer Notice (the Members so electing, the Rights “Electing Members”). The Transferring Party may deliver and any Electing Members shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms (including becoming party to a notice (a “Tag Notice”) purchase and sale agreement related to the Selling Transfer with such terms and conditions as the Transferring Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”shall approve), in an amount not greater than the total a number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares Voting Interests proposed to be transferred by Transferred equal to the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher product of (i) the cash price per Share included in quotient determined by dividing (A) the Offer Notice number of Voting Interests owned by such Person by (including, if relevant, B) the Fair Market Value aggregate number of any Non-Cash Consideration) Voting Interests owned by the Transferring Party and all Electing Members and (ii) the Fair Market Value per Share number of Voting Interests to be sold in the contemplated Transfer. Any Electing Member may elect to sell in any Transfer contemplated under this S ection 7.6 a lesser number of Voting Interests than such Electing Member is entitled to sell hereunder, in which case the Transferring Party shall have the right to sell an additional number of Voting Interests in such Transfer equal to the number that such Electing Member has elected not to sell. If any Member holding Voting Interests has not elected to participate in the contemplated Transfer (through notice to such effect or expiration of the Rights Party’s Shares 15-day period after delivery of the Transfer Notice), then the Transferring Party may Transfer the Voting Interests specified in the Transfer Notice (subject to the Tag rights of any Electing Members) at a price not greater than and on terms not materially more favorable to the Transferring Party than specified in the Transfer Notice on during the ninety (90) day period immediately following the date of the Tag Notice delivery of the Transfer Notice. Any Transferring Party’s Interests not Transferred within such ninety (90) day period shall be subject to the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form provisions of Non-Cash Consideration that the Rights Party elects to receivethis Section 7.6 upon subsequent Transfer.

Tag-Along Rights. In the event that an Offeror proposes to sell the Offered Shares to a Third Party pursuant to section 4.3, the Offeror shall, within 60 days following the expiry of the 15 Business Day Period referred to in section 4.1, give written notice (athe "Tag-Along Notice") of the identity of the Third Party and the price and other material terms of the transaction which shall be consistent with the requirements of section 4.3, to the Offeree (a "Declining Offeree") that elected not to exercise its right to purchase such Offered Shares. The Declining Offeree may, not later than five Business Days after receipt of the Tag-Along Notice, deliver the Offeror a notice in writing invoking the provision of this section 4.4 (a "Tag-Along Demand"). The delivery by the Declining Offeree of a Tag-Along Demand shall be irrevocable and shall bind Declining Offeree to sell all but not less than all of the Holdings shares (the "Tagging Shares") owned by the Declining Offeree, in accordance with the provisions of this section 4.4. If the Selling Declining Offeree delivers a Tag-Along Demand, then, before completing any sale, the Offeror shall cause the Third Party receives to deliver to the Declining Offeree a bona fide offer to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer writing (the “Offeror”"Tag-Along Offer") to purchase from such Declining Offeree the Tagging Shares. The Tag-Along Offer will be binding upon the Third Party and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of shall contain only such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of as are identical to those upon which the proposed Transfer (including Offeror proposes to sell to the proposed timeThird Party the Offered Share pursuant to section 4.3, date and place for it and the total number of Shares provided that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the offer price per Share that the Rights Party will accept for such SharesHoldings share, which shall be specified in the higher of (i) Tag Along Offer, shall be the same consideration as, or the cash price equivalent of; the consideration per Share included Holding share at which the Offeror proposes to sell to the Third Party the Offered Shares pursuant to section 4.3. The closing date and other closing arrangements for the purchase and sale transaction between the Declining Offeree and the Third Party shall be specified in the Tag-Along Offer Notice (includingand shall be the same, if relevantmutatis mutandis, as those specified between the Fair Market Value of any Non-Cash Consideration) Third Party and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receiveOfferor.

Tag-Along Rights. If any Member or group of Members (afor purposes of this Section 7.5, in each case, collectively the “Selling Investor”) If the Selling Party receives a bona fide offer propose to Transfer Shares Common Units representing a Percentage Interest of 20% or more, in a single transaction or a series of related transactions (whether or not such offer is solicited) that the Selling Party wishes other than in a Tag-Along Exempt Transaction), to accept any Person (an a “OfferTag-Along Sale”), the Selling Party shall include in Investor must provide the Offer Notice delivered pursuant to Section 3.03(a)Company and each other Member with written notice (a “Tag-Along Notice”) of such Tag-Along Sale, or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning which notice must state (ia) the identity of the Person Selling Investor(s), (including all b) the identity of its Controlling Personsthe proposed purchaser of the Common Units, (c) from whom the number of Common Units proposed to be Transferred by each Selling Party received the Offer (the “Offeror”) Investor, and (iid) the proposed purchase price per Share and form of consideration and payment in cash such Tag-Along Sale, including a calculation of the Offer (orconsideration to be received per Common Unit, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the all other material terms and conditions of the proposed Transfer (including Tag-Along Sale. Subject to the terms of this Section 7.5, each Member that is not a Selling Investor shall have the right to participate in the proposed timeTag-Along Sale by Transferring, at the same price and on the other terms and conditions specified in the Tag-Along Notice, up to the same percentage of such Member’s Common Units as the percentage of the Selling Investor’s Common Units (calculated on an aggregate basis for all Selling Investors) proposed to be Transferred in the Tag-Along Sale. In order to participate in the Tag-Along Sale, a Member must deliver a written notice to the Selling Investor (the “Tag-Along Holder Notice”) during the ten Business Day period after the date and place for it and of delivery of the total Tag-Along Notice, which shall state the number of Shares that Units such Member proposes to include in the Offeror is willing to purchaseTag-Along Sale (which shall not exceed the maximum amount computed in accordance with the terms set forth herein). If the proposed purchaser elects to purchase price less than all of the Common Units offered for sale specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities Tag-Along Holder Notices and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party Investor(s), then each Member that has delivered a valid Tag-Along Holder Notice shall have the right to include its pro rata portion of the Common Units to be Transferred to such purchaser on the same terms and conditions as the denominator Selling Investor(s) in exchange for a pro rata portion of which is the total number of Shares owned consideration to be received by the Selling PartyInvestor(s). The Tag Each Member delivering a Tag-Along Holder Notice shall state agree, severally and not jointly, to the total number of Shares same covenants, representations and warranties as the Rights Party wishes Selling Investor(s) agree to in connection with the Tag- Along Sale (provided that no Member shall be included subject to (or be required to agree to) any non- competition, non-solicitation or similar restrictive covenants in connection with any Tag-Along Sale). To the proposed Transferextent any Transferring Member is required to provide indemnification in connection with the Tag-Along Sale, the price per Share that the Rights Party will accept for indemnification obligations of such Shares, which Member shall be the higher of (i) the cash price per Share included in the Offer Notice (includingseveral and not joint, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) no less favorable to such Member than that resulting from pro rata indemnification among all the Fair Market Value per Share of Transferring Members (including the Rights Party’s Shares subject to the Tag Notice Selling Investor(s)) based on the date of proceeds to be received by such other Members (including the Tag Notice (the “Tag Acceptance Price”Selling Investor(s), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.) in the

Tag-Along Rights. (a) Toshiba US or any transferee thereof hereby agrees that if it wishes to Transfer, in one transaction or in a series of related transactions, to any third party Shares constituting a majority of the Shares held by it as of the Closing Date, then the terms and conditions of such Transfer shall include an offer by the transferee to the other Shareholders (the “Tagging Shareholders”) to include, at the option of each Tagging Shareholder, in the Transfer to the third party, all of the Shares beneficially owned by such Tagging Shareholder. If the Selling Party Toshiba US receives a bona fide offer to Transfer Shares from a third party (whether or not such offer is solicited) that the Selling Party wishes to accept (an a “Tag-Along Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), one transaction or in an updated Offer Notice subsequently delivered to the Rights Partya series of related transactions, information concerning (i) the identity a majority of the Person (including all Shares held by it as of its Controlling Persons) from whom the Selling Party received Closing Date which it desires to accept, Toshiba US shall then cause the Tag-Along Offer to be reduced to writing and shall provide written notice (the “OfferorTag-Along Notice”) and (ii) of such Tag-Along Offer to the Tagging Shareholders in the manner set forth in this Section 7.05. The Tag-Along Notice shall contain an offer by such third party to purchase price per Share or otherwise acquire, in cash addition to the Shares being acquired from Toshiba US, all of the Shares from the Tagging Shareholders at the same price and on the same terms and conditions as contained in the Tag-Along Offer and shall be accompanied by a true and correct copy of the Tag-Along Offer (orwhich shall identify the third party purchaser, if the number of Shares which the third party is seeking to purchase or otherwise acquire with respect to which the Shareholders other than Toshiba US have not exercised rights of First Offer consists under Section 7.04, the price contained in whole or in part of Nonthe Tag-Cash Consideration, a description of such Non-Cash Consideration together with Along Offer and all the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchaseTag-Along Offer). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination Each of the two Tagging Shareholders desiring to accept the Tag-Along Offer shall, within sixty (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (560) days after the last Tag Trigger to occur, date the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 proTag-rata with the Selling Party Along Notice is received by such Tagging Shareholder (the “Tag RightTag-Along Notice Period”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by deliver a fraction, the numerator of which is the total number of Shares proposed written notice to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice Toshiba US (the “Tag Acceptance PriceTag-Along Exercise Notice”). In the event such third party purchaser shall modify the Tag-Along Offer in any way, Toshiba US shall send an amended Tag-Along Notice to the Tagging Shareholders reflecting such modifications and if unlisted securities were proposed as considerationeach Tagging Shareholder shall have until the later of thirty (30) days after the date such amended Tag-Along Notice is received by the it or the end of the original Tag-Along Notice Period, the form of Nonto deliver an amended Tag-Cash Consideration that the Rights Party elects to receiveAlong Exercise Notice.

Tag-Along Rights. Except with respect to a sale or other transfer to an Affiliate of LTGI, if LTGI proposes to sell or otherwise transfer, directly or indirectly, to a person (a"THIRD PARTY PURCHASER") If the Selling Party receives other than any other holder of Voting Securities party to this Agreement (except in a bona fide offer pledge to Transfer Shares (whether a financial institution, a merger or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity recapitalization of the Person Corporation in which all holders of Voting Securities participate or a tender offer not opposed by the Corporation) (including all a "PROPOSED SALE") more than 5% of its Controlling Persons) from whom the Selling Party received shares of Common Stock beneficially owned by LTGI at the Offer time of the Proposed Sale, LTGI (the “Offeror”"SELLING HOLDER") and shall give written notice (ii"SALE NOTICE") the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer Proposed Sale (including the proposed time, date per-share sale price and place for it all other material terms of the transaction) to each of the Lender and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities Principals (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination each of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice)Lender and Principals, together with the determination of the Fair Market Values of the Unlisted Securities and (if relevanta "TAG-ALONG HOLDER") any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is no later than five (5) days after prior to the last Tag Trigger to occurscheduled consummation of the Proposed Sale. Each Tag-Along Holder may, the Rights Party may deliver a by written notice (a “Tag Notice”"PARTICIPATION NOTICE") given to the Selling Party stating Holder within three (3) days after the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which Sale Notice is the total number of Shares proposed to be transferred given by the Selling Holder, elect to require the Third Party and Purchaser to purchase from each such Tag-Along Holder such Tag-Along Holder's Proportionate Share (as hereinafter defined) of the denominator shares of which is Common Stock included in its Registrable Securities. The failure of a Tag-Along Holder to respond within the total number three-day period following receipt of Shares owned the Sale Notice shall be deemed to be a waiver of the Tag-Along Holder's rights under this Section 5. It shall be a condition to the consummation of the Proposed Sale by the Selling Party. The Tag Holder that the Third Party Purchaser purchase from each Tag-Along Holder who has given a Participation Notice shall state within the total time period specified above that number of Shares shares of Common Stock constituting such Tag-Along Holder's Proportionate Share on the Rights Party wishes same terms and conditions as pertain to the shares of Common Stock to be included sold by the Selling Holder in the proposed Transfer, the price per Share Proposed Sale except that the Rights Party will accept for such Shares, which Tag-Along Holder shall not be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of required to make any Non-Cash Consideration) and (ii) the Fair Market Value per Share agreements or representations other than its ownership of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”)shares it is selling. As used herein, and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive."

Tag-Along Rights. (a) If Other than in connection with a Permitted Transfer or a transfer pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or transfers under Section 7, if at any time, any Investor (the "Selling Party receives a bona fide offer Investor") desires to Transfer Shares (whether sell, transfer or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”)otherwise dispose of any Securities, the Selling Party Investor shall include in the Offer first be required, prior to completing such sale, to give written notice ("Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered of Transfer") to the Rights Party, information concerning (i) the identity of the Person (including all remaining Investors of its Controlling Persons) from whom intent to transfer the Securities, which notice shall contain an offer to sell such Securities, the proposed sale price for the Securities and the number of Securities which the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice Investor proposes to transfer and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the other material terms and conditions of the proposed transfer. The date on which such notice is sent to the other Investors is referred to hereinafter as the "Notice Date". Each of the remaining Investors shall have fifteen (15) days following the Notice Date to notify the Selling Investor in writing ("Notice of Acceptance") of its acceptance of such offer to purchase any or all of such Securities, on the material terms and conditions set forth in the Notice of Transfer (including and at a per-share price set forth in the proposed timeNotice of Transfer. The Selling Investor shall not be obligated to sell any shares of Securities to other Investors hereunder unless one or more of the Investors purchases all, date and but not less than all, of the Securities subject to the Notice of Transfer. The closing for the transaction set forth above shall take place for it and no later than 30 days from the total number of Shares that the Offeror is willing to purchase)Notice Date. If the purchase price specified in the Offer includes unlisted securities Selling Investor does not receive a Notice of Acceptance from an Investor within USOL HOLDINGS, INC. AGREEMENT AMONG INVESTORS fifteen (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (515) days after the last Tag Trigger Notice Date, such Investor shall be deemed to occur, have declined to purchase such shares of Securities. In the Rights Party may event Investors deliver a notice (a “Tag Notice”) Notices of Acceptance electing to purchase Securities in excess of the Securities subject to the Selling Party stating the Rights Party’s intention to Transfer all or part Notice of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that accepting Investors shall have the Rights Party will accept for right to purchase such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice shares on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivea Pro Rata basis.

Tag-Along Rights. If at any time that is both (ax) If prior to an Initial Public Offering and (y) after December 31, 2004, any of Accenture, Accenture Ltd or Accenture Sarl and/or any of their respective Permitted Transferees (the Selling Party receives "Accenture Sellers") propose to effect a bona fide offer Transfer to any person or entity other than a Permitted Transferee, Accenture shall provide written notice (the "Tag-Along Notice") to Microsoft at least ten (10) calendar days prior to any such Transfer, such Tag-Along Notice to describe the proposed Transfer Shares (whether or not such offer is solicited) that in reasonable detail, including the Selling Party wishes amount of stock to accept (an “Offer”)be transferred, the Selling Party nature and terms of the transfer, the transfer price and consideration to be paid, and the name and address of each prospective purchaser. Microsoft shall include have the right, exercisable upon written notice to Accenture within ten (10) calendar days after receipt of the Tag-Along Notice, to participate in such sale on the same terms and conditions specified in the Offer Tag-Along Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered by selling that portion of the Stock held by Microsoft equal to the Rights Party, information concerning product of (i) the identity total shares of Stock to be sold by the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) Accenture Sellers and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred shares of Stock owned by Microsoft (including Series A Preferred Stock on an as-converted basis) as of the Selling Party date of the Tag-Along Notice and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number shares of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher Stock (including Series A Preferred Stock on an as-converted basis) outstanding as of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Tag-Along Notice; provided that in order to be entitled to exercise this right Microsoft must agree to make substantially the same representations, warranties, covenants, indemnities and other similar agreements as the Accenture Seller agree to make to the purchaser in connection with such proposed transfer. Microsoft shall effect its participation in a sale by delivering for Transfer to the prospective purchaser pursuant to the terms and conditions specified in the Tag-Along Notice (one or more certificates, properly endorsed for transfer, which represent the “Tag Acceptance Price”)type and number of shares of Stock that Microsoft elects to sell pursuant to this Section 11.4, and if unlisted securities were proposed as considerationthe purchaser shall concurrently therewith remit to Microsoft that portion of the sale proceeds to which Microsoft is entitled by reason of its participation in such sale. The legal, investment banking and other out-of-pocket expenses of the Accenture Sellers incurred by the Accenture Sellers in connection with the negotiation, execution and consummation of such transaction shall be borne entirely by the Accenture Sellers. To the extent that any prospective purchaser refuses to purchase Stock from Microsoft in an exercise of its tag-along rights hereunder, the form Accenture Sellers shall not sell to such prospective purchaser any shares of Non-Cash Consideration that Stock unless and until, simultaneously with such sale, the Rights Party elects to receiveAccenture Sellers shall purchase such shares from Microsoft.

Tag-Along Rights. (a) If In the event of a proposed Sale (including Sales permitted under Section 2.1(a)(iii) and 2.1(b)) of XxxxXxxxx Equity Securities by Xxx Xxxx and/or his Permitted Transferees (collectively, the “Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “OfferShareholder”), each New Investor (each a “Tagging Shareholder” and collectively, the “Tagging Shareholders”) shall have the right to participate in such Sale in the manner set forth in this Section 2.2. Prior to any such Sale, the Selling Party Shareholder shall include in deliver to each Tagging Shareholder written notice (the Offer Notice delivered pursuant to Section 3.03(a“Sale Notice”), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning which notice shall state (i) the identity name of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and proposed Transferee, (ii) the purchase price per Share in cash number of shares of XxxxXxxxx Equity Securities proposed to be sold (the Offer (or“Taggable Shares”), if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the proposed purchase price therefor, including a description of any non-cash consideration (along with any report and other material document (and summary of any other material oral information) relevant to the valuation of such non-cash consideration which the Selling Shareholder has, so long as such Tagging Shareholder agrees to keep such reports, documents and information confidential), and (iv) the other material terms and conditions of the proposed Transfer (Sale, including the proposed timeclosing date (which date may not be less than fifteen (15) Business Days after delivery of the Sale Notice). The Selling Shareholder shall not consummate the Sale unless each Tagging Shareholder has been provided the right from the proposed Transferee to sell to the proposed Transferee identified in the Sale Notice the Applicable Portion of the Taggable Shares on the terms and conditions set forth in the Sale Notice by giving written notice to the Selling Shareholder within the fifteen (15) Business Day period (the “Prescribed Time Period”) after the delivery of the Sale Notice, date which notice shall state that such Tagging Shareholder elects to exercise its tag-along rights under this Section 2.2 and place for it and shall state the total maximum number of Shares that and Additional Ares Shares sought to be sold. The Tagging Shareholder shall be deemed to have waived its tag-along rights under this Section 2.2 if it fails to give notice within the Offeror is willing Prescribed Time Period. (b) The Tagging Shareholder, if it has elected to purchase). If the purchase price specified exercise its tag-along rights provided under this Section 2.2, shall participate in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) Sale by delivering to the Selling Party stating Shareholder at the Rights Partyclosing of the Sale of the Selling Shareholder’s intention XxxxXxxxx Equity Securities to Transfer all or part of their the Transferee the Shares and Additional Ares Shares to be sold by the Offeror in accordance with Tagging Shareholder, duly endorsed for transfer, against payment of the aggregate purchase price therefor. (c) The following Transfers by Xxx Xxxx and his Permitted Transferees shall not be subject to the tag-along rights provided under this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of 2.2: (i) Transfers at any time to Permitted Transferees of such Shareholder in compliance with the cash price per Share included in the Offer Notice (includingterms of this Agreement, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive.and

Tag-Along Rights. Whenever the General Partner desires to sell, assign or otherwise transfer all or any part of its Partnership Interest to any person or entity other than an Affiliate of the General Partner, it shall so notify the Limited Partner thereof in writing setting forth the terms and provisions of a written offer which the General Partner has obtained with respect to such transaction (athe “Sale Notice”). Upon delivery of the Sale Notice, the Limited Partner shall then have the right (the “Tag-Along Right”) If to elect to sell a proportionate share of its Partnership Interest on the Selling Party receives a bona fide same terms and provisions as contained in the offer referred to Transfer Shares (whether or not such offer is solicited) in the Sale Notice; provided, however, that the Selling Party wishes General Partner first shall be entitled to accept (receive, out of the total purchase price, an “Offer”)amount equal to the then Unpaid Preferred Return and Unreturned Preferred Capital in respect of the portion of the Partnership Interest that the General Partner intends to sell, and the Selling Party remainder of the purchase price, if any, shall include in be shared proportionately based on the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently Partnership Percentages of the General Partner and the Limited Partner. The Tag-Along Right may be exercised by the Limited Partner by a written notice delivered to the Rights Party, information concerning General Partner within thirty (i30) the identity days after delivery of the Person Sale Notice from the General Partner. Failure to exercise the Tag-Along Right within the aforesaid thirty (including all of its Controlling Persons30) from whom day period shall constitute the Selling Party received the Offer (the “Offeror”) irrevocable and (ii) the purchase price per Share in cash conclusive election of the Offer (or, if Limited Partner not to exercise the Offer consists in whole or in part of NonTag-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase)Along Right. If the purchase price specified Limited Partner shall elect the Tag-Along Right, it shall be entitled (and, from and after its said election, shall be obligated) to sell or transfer, pursuant to the offer referred to in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Sale Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination that portion of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of its Partnership Interest which is the total number equivalent, in terms of Shares proposed Partnership Percentages, of the portion of the Partnership Interest which the General Partner intends to be transferred sell pursuant to the said offer (after adjustment for exercise of the Tag-Along. Rights by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on the date of the Tag Notice (the “Tag Acceptance Price”Limited Partner), and if unlisted securities were proposed as consideration, the form portion of Non-Cash Consideration that the Rights Party elects Partnership Interest of the General Partner to receivebe so sold shall be reduced accordingly.

Tag-Along Rights. (ai) Except for Transfers to Permitted Transferees, no Selling Stockholder or group of Selling Stockholders shall, individually or collectively, in any one transaction or any series of transactions, Transfer to any third party or group of third parties any or all of such Stockholder's or Stockholders' Securities unless the Major Investors have not exercised their rights of first refusal with respect to such Securities under Section 8. If the any Selling Party Stockholder or group of Selling Stockholders receives and intends to accept a bona fide offer from a third party to Transfer Shares purchase or otherwise acquire a number of Securities, then such Selling Stockholder or group of Selling Stockholders shall cause the third party's offer to be reduced to writing (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”), the Selling Party which writing shall include in the Offer Notice delivered pursuant an offer to Section 3.03(a), purchase or in otherwise acquire Securities from each non-selling Stockholder (each an updated Offer Notice subsequently delivered "Offeree") according to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of this Section 9(a)) and shall send written notice of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities third party's offer (the “Unlisted Securities”)"Notice") to each Offeree, which notice may be the Offer Notice, or same notice and given at the updated Offer Notice, same time as the Sale Notice under Section 8. The Notice shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or be accompanied by a combination true and correct copy of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Noticethird party's offer. At any time within thirty (30) Business Days after receipt of the Rights Party receives Notice, each Offeree may accept the offer included in the Notice (an Offer Notice until "Accepting Offeree") for up to such number of Securities as is determined in accordance with the date that is five (5provisions of Section 9(b) days after the last Tag Trigger to occur, the Rights Party may deliver a by furnishing written notice (a “Tag Notice”) of such acceptance to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares Stockholders and delivering to the Offeror in accordance Selling Stockholders the certificate or certificates representing the maximum number of Securities that may be sold or otherwise disposed of pursuant to such offer by such Offerees, together with this Section 3.04 proa limited power-rata with of-attorney authorizing the Selling Party (the “Tag Right”), in an amount not greater than the total number Stockholders to sell or otherwise dispose of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject Securities pursuant to the Tag Notice on the date terms of the Tag Notice (the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receivesuch third party's offer.

Tag-Along Rights. (a) If Following the Selling Party receives Restricted Transfer Period or in connection with a transfer pursuant to Section 3(a)(iv), if any Major Investor (a “Section 4 Seller”) desires to transfer any shares of Capital Stock (and, if a Public Offering has occurred, such transfer is part of a sale under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) or in connection with a registered offering), which transfer is (i) individually or in the aggregate, taken together with all prior transfers made by such Section 4 Seller, in excess of 2% of the aggregate number of shares of Underlying Common Stock at such time owned by such Section 4 Seller on the date hereof and (ii) to a Stockholder pursuant to Section 3(a)(ii) (other than to a Specified Affiliate of the transferor) or to a Person (including the Company or any of its Subsidiaries) that is not a Stockholder or a Specified Affiliate of the transferor, then within three Business Days following the receipt of an offer (which offer must be in writing, be irrevocable by its terms for at least 35 Business Days and be a bona fide offer offer) from any prospective purchaser to Transfer Shares purchase all or any part of the Capital Stock owned by such Section 4 Seller, such Section 4 Seller shall give notice (whether or not the “Notice of Offer”) in writing to the Board and the other Stockholders (i) designating the number of shares and class of Capital Stock that such offer is solicited) that Section 4 Seller proposes to sell (the Selling Party wishes to accept (an “OfferOffered Shares”), (ii) naming the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer prospective purchaser thereof (the “OfferorDesignated Purchaser”) and (iiiii) specifying the purchase price per Share in cash of (the “Offer Price”) and terms (or, if the “Offer consists in whole or in part of Non-Cash Consideration, a description Terms”) upon which such Section 4 Seller desires to sell the same. During the 20 Business Day period following receipt of such Non-Cash Consideration together with Notice of Offer by the determination Company and the other Stockholders, the other Stockholders that hold Common Stock or the same type and class of Capital Stock as the Fair Market Value of such Non-Cash Consideration Section 4 Seller proposes to sell on the date of the proposed sale by such Section 4 Seller shall have the right (a “Tag-Along Right”), exercised by delivering a written notice to the Section 4 Seller and the Company, to require the Designated Purchaser to purchase from such Stockholder (an “Accepting Stockholder”), at the Offer Notice Price and any valuation on the Offer Terms, up to the number of shares of Capital Stock equivalent to the product (rounded up to the nearest whole share) of (x) the quotient obtained by dividing (A) the Offeror aggregate number of shares of Underlying Common Stock held by such Non-Cash ConsiderationAccepting Stockholder by (B) the aggregate number of shares of Underlying Common Stock owned by all of the Accepting Stockholders and the Section 4 Seller, and (iiiy) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares of Underlying Common Stock represented by the Offered Shares, provided that if the Offeror is willing Accepting Stockholder wishes to purchase). If sell Capital Stock of a type and class that differs from the purchase price specified in type and class of Capital Stock as the Offer includes unlisted securities (the “Unlisted Securities”)Section 4 Seller proposes to sell, the Offer NoticeAccepting Stockholder may sell such Capital Stock at an equivalent price determined by the Board in its sole discretion, or at the updated Offer Noticeelection of the Board in its sole discretion, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, exchange (and sell to the Designated Purchaser) such Capital Stock for the same or a combination more similar type and class of Capital Stock (or strip of different type or classes of Capital Stock) on the basis so determined by the Board, based on the price per share of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value Underlying Common Stock being sold. Notwithstanding any of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occurforegoing, the Management Stockholders may only exercise their Tag-Along Rights Party may deliver with respect to a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part number of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount shares of Capital Stock not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of (i) the cash price per Share included in the Offer Notice (includingnumber of shares of Underlying Common Stock held by such Management Stockholder, if relevant, the Fair Market Value of any Non-Cash Consideration) and multiplied by (ii) the Fair Market Value per Share weighted average percentage of shares of Underlying Common Stock (based on number of shares of Underlying Common Stock held) being sold by the Major Investors participating in the tag-along sale. It shall be a condition to any such transfer that the Offer Terms and the sale to the Designated Purchaser shall comply with the applicable provisions of this Section 4. The Company shall notify each Accepting Stockholder at least ten Business Days prior to the closing of the Rights Party’s proposed sale by the Section 4 Seller of the number of Offered Shares subject which each such Accepting Stockholder may sell and such Accepting Stockholder shall deliver into trust, three or more Business Days prior to the Tag Notice on closing certificates or other instruments representing the date Offered Shares duly endorsed for transfer or duly executed stock powers for release against payment to such Accepting Stockholder of such Accepting Stockholder’s net proceeds paid for the Tag Notice (shares of such Stockholder at the “Tag Acceptance Price”), and if unlisted securities were proposed as consideration, the form closing of Non-Cash Consideration that the Rights Party elects to receivesuch sale.