Common use of Tag-Along Rights Clause in Contracts

Tag-Along Rights. Unless the Existing Stockholders Representative elects to exercise its rights pursuant to Section 7.14, if the Existing Stockholders Representative (solely in its capacity as an Existing Stockholder) (in such capacity, the “Transferring Stockholder”) proposes to assign a portion of its rights under this Agreement to a third-party (such Person, a “Prospective Purchaser,” and such transaction, a “Tag-Along Sale”), then, prior to proceeding with such Tag-Along Sale, the Transferring Stockholder will deliver to the other Existing Stockholders (the “Other Existing Stockholders”) a written notice stating that the Transferring Stockholder proposes to assign a portion of its rights under this Agreement and the consideration to be paid by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement on the same terms and conditions as the Transferring Stockholder. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to participate in such Tag-Along Sale, such Other Existing Stockholder will deliver written notice to the Transferring Stockholder stating the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all of the rights of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned by the Transferring Stockholder and the electing Other Existing Stockholders will be ratably reduced to that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Stockholder. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage of the costs of a Tag-Along Sale.

Tag-Along Rights. Unless In addition to the Existing Stockholders Representative elects options set forth in Section 2.3, if a Selling Stockholder has given notice of an Offer to exercise its rights sell more than that number of Corporation Securities that such Stockholder is permitted (or would be permitted) to sell in reliance upon Rule 144 of the Securities Act pursuant to Section 7.14, if the Existing Stockholders Representative (solely in its capacity as an Existing Stockholder2.2(i) (in such capacity, the “Transferring Stockholder”) proposes to assign a portion of its rights under this Agreement to any person other than the Corporation or a third-party Permitted Transferee (such Person, a “Prospective Purchaser,” and such transaction, a “Tag-Along Sale”), then, prior to proceeding with such Tag-Along Salethe "PROPOSED TRANSFEREE") other than an offer of Corporation Securities registered under the Securities Act, the Transferring Stockholder will deliver Remaining Stockholders shall have the right to elect to participate in the contemplated transaction by delivering a notice to the other Existing Stockholders Selling Stockholder within five (the “Other Existing Stockholders”) a written notice stating that the Transferring Stockholder proposes to assign a portion of its rights under this Agreement and the consideration to be paid by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement on the same terms and conditions as the Transferring Stockholder. Within ten (105) days after receipt of such written notice, if an Other Existing the expiration of all of the options set forth in Section 2.3. If any Remaining Stockholder elects to participate in the proposed sale, he shall have the right to sell, at the same price and on the same terms as set forth on the Offer, that number of shares of Corporation Securities equal to the product of (i) the number obtained by dividing (A) the number of shares of Corporation Securities owned by such Remaining Stockholder, by (B) the aggregate number of shares owned by the Selling Stockholder and all Remaining Stockholders electing to participate in the sale, and (ii) the number of shares of Corporation Securities to be sold to the Proposed Transferee pursuant to the Offer (the "TAG-ALONG SHARES"). The Tag-Along Sale, such Other Existing Stockholder will deliver written notice Shares shall either (i) be purchased by the Proposed Transferee in addition to the Transferring Stockholder stating Selling Stockholder's shares, or (ii) be purchased by the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all Proposed Transferee in lieu (and reduction) of the rights number of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned shares being sold by the Transferring Stockholder and the electing Other Existing Stockholders will be ratably reduced to that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Selling Stockholder. The Transferring Selling Stockholder and will use his best efforts to obtain the electing Other Existing Stockholders will bear their Applicable Percentage agreement of the costs Proposed Transferee to the participation of a Tag-Along Salethe Remaining Stockholders in such sale. The Selling Stockholder will be prohibited from transferring any of his shares of Corporation Securities to the Proposed Transferee if the Proposed Transferee declines to allow the participation of the Remaining Stockholders electing to participate.

Tag-Along Rights. Unless Subject to Sections 4(c) and 4(d) and other than in connection with a Public Sale or an Approved Sale, at least 30 days prior to any sale, transfer, assignment, pledge or other disposal (a "Transfer") of Stockholder Shares by the Existing Stockholders Representative elects to exercise its rights pursuant to Section 7.14, if Investor making such a Transfer (the Existing Stockholders Representative (solely in its capacity as an Existing Stockholder) (in such capacity, the “"Transferring Stockholder”") proposes to assign a portion of its rights under this Agreement to a third-party (such Person, a “Prospective Purchaser,” and such transaction, a “Tag-Along Sale”), then, prior to proceeding with such Tag-Along Sale, the Transferring Stockholder will shall deliver to the other Existing Stockholders (the “Other Existing Stockholders”) a written notice stating that (the Transferring Stockholder proposes "Sale Notice") to assign a portion of its rights under this Agreement the Company and the consideration Other Stockholders, specifying in reasonable detail the identity of the prospective transferee(s), the number and class of Stockholders Shares to be paid by so transferred and the Prospective Purchaserterms and conditions of the Transfer. Each The Other Existing Stockholder Stockholders may elect to assign a portion its rights under this Agreement on the same terms and conditions as the Transferring Stockholder. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to participate in such Tag-Along Sale, such Other Existing Stockholder will deliver the contemplated Transfer by delivering written notice to the Transferring Stockholder stating within 15 days after delivery of the rights to be assigned by such Other Existing StockholderSale Notice. If the Prospective Purchaser will not acquire all of the rights any Other Stockholders have elected to participate in such Transfer, each of the Transferring Stockholder and such Other Stockholders shall be entitled to sell in the electing Other Existing Stockholderscontemplated Transfer, then at the rights proposed same price and on the same terms, a number of Stockholder Shares of any class equal to be assigned the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Stockholder by the aggregate percentage of Stockholder Shares owned by the Transferring Stockholder and the electing Other Existing Stockholders will participating in such Transfer and (ii) the aggregate number of Stockholder Shares to be ratably reduced to that which sold in the Prospective Purchaser is willing to acquirecontemplated Transfer. Each electing Other Existing Stockholder will take all actions requested transferring Stockholder shares pursuant to this Section 4(a) shall pay its pro rata share (based on the number of Stockholder shares to be sold) of the expenses incurred by the Stockholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Stockholder shares to be sold) in any indemnification or other obligations that the Transferring Stockholder agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder's title to and ownership of Stockholder shares); provided, that no Stockholder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such Stockholder in connection with the consummation of a Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing StockholderTransfer. The Transferring Stockholder parties hereto acknowledge and the electing Other Existing Stockholders will bear their Applicable Percentage agree that certain other stockholders of the costs of a Tag-Along SaleCompany will also participate in such Transfers pursuant to the Unitholders Agreement.

Tag-Along Rights. Unless the Existing Stockholders Representative elects If any Stockholder (each, a "Selling Stockholder") has received a bona fide written offer (an "Offer") to exercise its rights pursuant to Section 7.14, if the Existing Stockholders Representative (solely in its capacity as an Existing Stockholder) (in such capacity, the “Transferring Stockholder”) proposes to assign purchase a portion majority of its rights under this Agreement to Corporation Securities in a third-party private transaction from any person other than a Permitted Transferee (such Personthe "PROPOSED TRANSFEREE"), a “Prospective Purchaser,” and such Selling Stockholder desires to accept such Offer, each Stockholder shall have the right to elect to participate in the contemplated transaction, a “Tag-Along Sale”), then, prior to proceeding with such Tag-Along Sale, . The Selling Stockholder shall give the Transferring Corporation and each Stockholder will deliver to the other Existing Stockholders (the “Other Existing Stockholders”) a written notice stating that of the Transferring Offer within three days of receipt of the Offer, and each Stockholder proposes shall have thirty (30) days from the date of receipt of such notice to assign a portion notify the Selling Shareholder of its rights under this Agreement and the consideration election to be paid by the Prospective Purchaserparticipate. Each Other Existing Stockholder may If any Stockholders elect to assign a portion its rights under this Agreement participate in the proposed sale, such Stockholder shall have the right to sell, at the same price and on the same terms as set forth on the Offer, that number of shares of Corporation Securities equal to the product of (i) the number of shares of Corporation Securities owned by it, and conditions as (ii) the Transferring Stockholdernumber obtained by dividing (A) the number of shares of Corporation Securities to be sold to the Proposed Transferee pursuant to the Offer by (B) the aggregate number of shares owned by the Selling Stockholder (the "TAG-ALONG SHARES"). Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to participate in such The Tag-Along Sale, such Other Existing Stockholder will deliver written notice Shares shall either (i) be purchased by the Proposed Transferee in addition to the Transferring Stockholder stating Selling Stockholder's shares, or (ii) be purchased by the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all Proposed Transferee in lieu (and reduction) of the rights number of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned shares being sold by the Transferring Stockholder and the electing Other Existing Stockholders will be ratably reduced to that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Selling Stockholder. The Transferring Selling Stockholder and will use his best efforts to obtain the agreement of the Proposed Transferee to the participation of the electing Other Existing Stockholders in such sale. The Selling Stockholder will bear their Applicable Percentage be prohibited from transferring any of his shares of Corporation Securities to the Proposed Transferee if the Proposed Transferee declines to allow the participation of the costs of a Tag-Along Saleother Stockholders.

Tag-Along Rights. Unless In the Existing Stockholders Representative elects to exercise its rights event of a proposed sale or series of related sales (other than pursuant to Section 7.14, if an effective registration statement under the Existing Stockholders Representative (solely in its capacity as an Existing Stockholder) (in such capacity, the “Transferring Stockholder”) proposes to assign a portion of its rights under Act permitted by this Agreement or pursuant to Rule 144) by Packaging Investors or its Affiliates of Common Stock that represents in the aggregate more than 15.0% of the shares of Common Stock owned by Packaging Investors on the date hereof (a third-party (such Person, a “Prospective Purchaser,” and such transaction, a “"Tag-Along Sale”") to any person (other than to the Holder, pursuant to Rule 144, pursuant to an effective registration statement under the Act or to Packaging Investors' members, partners or stockholders) (a "Third-Party Purchaser"), thenthe Holder shall have the right (but not the obligation) (such right, prior the "Tag-Along Right") to proceeding with require, as a condition to such sale or sales, Packaging Investors to cause the Third-Party Purchaser to simultaneously purchase the same percentage of Registrable Securities then held by the Holder as the number of shares of Common Stock being sold in such sale or sales by Packaging Investors represents to the aggregate number of shares of Common Stock then held by Packaging Investors (the "Tag-Along Interest") for a per-share amount equal to the per-share amount being paid by the Third-Party Purchaser to Packaging Investors (the "Tag-Along Price"). Prior to completing a Tag-Along Sale, Packaging Investors shall promptly give written notice to the Holder (the "Tag-Along Notice") setting forth Packaging Investors' intent to complete a Tag-Along Sale, the Transferring Stockholder will deliver Tag-Along Price and the Tag-Along Interest. The Holder may exercise his Tag-Along Right by delivering written notice of his election to sell his Registrable Securities to Packaging Investors within fourteen (14) days after receipt of the Tag-Along Notice. Delivery of such notice by the Holder shall constitute the agreement of the Holder to sell its Tag-Along Interest to the other Existing Stockholders (Third-Party Purchaser at the “Other Existing Stockholders”) a written notice stating that the Transferring Stockholder proposes to assign a portion of its rights under this Agreement Tag-Along Price and the consideration to be paid by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement otherwise on the same terms and conditions as apply to the Transferring Stockholder. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to participate in such Tag-Along Sale, such Other Existing Stockholder will deliver written notice to Sale (the Transferring Stockholder stating the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all of the rights of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned by the Transferring Stockholder and the electing Other Existing Stockholders will be ratably reduced to that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a "Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Stockholder. The Transferring Stockholder Terms") and the electing Other Existing Stockholders will bear their Applicable Percentage agreement of Packaging Investors to cause the costs of a Third-Party Purchaser to purchase the Holder's Tag-Along SaleInterest at the Tag-Along Price and upon the Tag-Along Terms.

Tag-Along Rights. Unless Upon receipt of the Existing Stockholders Representative elects Notice to exercise its rights pursuant to Section 7.14, if the Existing Stockholders Representative (solely in its capacity as an Existing Stockholder) (in such capacitySell, the “Transferring Stockholder”) proposes to assign a portion of its rights under this Agreement to a third-party (such PersonRemaining Shareholder may, a “Prospective Purchaser,” and such transaction, a “Tag-Along Sale”), then, prior to proceeding with such Tag-Along Sale, the Transferring Stockholder will deliver by giving written notice to the other Existing Stockholders (Selling Shareholder within fifteen days after the “Other Existing Stockholders”) a written notice stating receipt of the Notice to Sell, require the Selling Shareholder to request that the Transferring Stockholder proposes proposed purchaser or transferee extend its offer to assign a portion of the Remaining Shareholder permitting the Remaining Shareholder to Transfer its rights under this Agreement Covered Securities in the same proportion and the consideration to be paid by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement on the same terms and conditions for the same type of consideration as the Transferring StockholderCovered Securities to be sold by the Selling Shareholder. Within ten (10) days after receipt If the proposed purchaser or transferee refuses to extend its offer to the Remaining Shareholder, unless the Remaining Shareholder consents in writing, the Selling Shareholder shall only be permitted to sell and accept such an offer by the proposed purchaser or transferee provided that the number of such written notice, if an Other Existing Stockholder elects Covered Securities to be purchased from the Selling Shareholder is reduced on a pro-rata basis so as to permit the Remaining Shareholder to participate in such Tagsale. The total amount of Covered Securities to be sold hereunder by each Shareholder shall be equal to (A) the total number amount of Covered Securities to be sold to the proposed purchaser or transferee and which such proposed purchaser or transferee is willing to purchase, multiplied by (B) a fraction, the numerator of which shall be equal to the total amount of Covered Securities to be sold by each Shareholder (the Selling Shareholder or the Remaining Shareholder, as applicable), and the denominator of which is equal to the total amount of CoveredSecurities that both the Shareholders desire to sell hereunder. The consideration shall be allocated between the Shareholders on a pro-Along Sale, such Other Existing Stockholder will rata basis in accordance with the amount of Covered Securities they are selling. If the Remaining Shareholder fails to deliver a written notice to the Transferring Stockholder stating Selling Shareholder of its intention to participate in such sale within the rights to be assigned by such Other Existing Stockholder. If time period prescribed herein, the Prospective Purchaser will not acquire all of the rights of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned by the Transferring Stockholder and the electing Other Existing Stockholders Remaining Shareholder will be ratably reduced deemed to that which the Prospective Purchaser is willing have waived its tag-along rights hereunder with respect to acquiresuch Transfer. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Stockholder. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage of the costs of a Tag-Along Sale.5.2

Tag-Along Rights. Unless If any Stockholder receives from or otherwise negotiates with a Third Party a bona fide offer (an "Offer") to purchase for cash, Cash Equivalents or Marketable Securities any Common Stock Beneficially Owned or held by such Stockholder, and such Stockholder intends to sell such Common Stock to such Third Party, such Stockholder (the Existing Stockholders Representative elects to exercise its rights pursuant to Section 7.14, if "Prospective Seller") shall provide ComVest with written notice of such Offer (an "Offer Notice"). The Offer Notice shall identify the Existing Stockholders Representative (solely in its capacity as an Existing Stockholder) (in such capacityThird Party making the Offer, the “Transferring Stockholder”) proposes to assign a portion number and type of its rights under this Agreement to a third-party shares of Common Stock covered by the Offer (such Person, a “Prospective Purchaser,” and such transaction, a “Tag-Along Sale”the "Offered Shares"), then, prior the price per share of Common Stock at which a Sale is proposed to proceeding with such Tag-Along Salebe made (the "Offer Price"), the Transferring Stockholder will deliver to the other Existing Stockholders (the “Other Existing Stockholders”) a written notice stating that the Transferring Stockholder proposes to assign a portion form of its rights under this Agreement and the consideration proposed to be paid and all other material terms and conditions of the Offer. If the Offer Price includes ANY MARKETABLE SECURITIES, THE VALUE OF SUCH SECURITIES SHALL BE DETERMINED BY CALCULATING A VOLUME-WEIGHTED AVERAGE OF THE CLOSING PRICES OF SUCH SECURITIES OVER THE TEN TRADING-DAY PERIOD ENDING ON THE PRICE DETERMINATION DATE ON THE MARKET WITH THE LARGEST TRADING VOLUME IN SUCH SECURITIES; OR ANY CASH EQUIVALENTS, THE VALUE OF SUCH CASH EQUIVALENTS SHALL BE DETERMINED BY REFERENCE TO THE CLOSING PRICE THEREOF ON THE MARKET WITH THE LARGEST TRADING VOLUME IN SUCH SECURITIES ON THE PRICE DETERMINATION DATE. ComVest shall have the right, but not the obligation, to include the shares of Common Stock owned by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign ComVest and its Affiliates, on a portion its rights under this Agreement pro rata basis in any such Sale, on the same terms and conditions as set forth in the Transferring StockholderOffer Notice, pursuant to the procedure set forth hereunder, provided that such terms and conditions, including the price per Share, are identical to those set forth in the Offer. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to The Offer Notice shall state that ComVest and its Affiliates may participate in such Tag-Along Salethe Sale by delivering, such Other Existing Stockholder will deliver written within 10 Business Days of having received the Offer Notice (the "Offer Period"), a notice to the Transferring Stockholder Prospective Seller stating that it intends to exercise its rights pursuant to this Section 4.04 and to sell its and its Affiliates' pro rata shares of Common Stock (the "Tag Along Shares") for the consideration, and on the terms and conditions, set forth in the Offer (the "Notice of Acceptance"). The Notice of Acceptance shall contain a specific provision entitling the Prospective Seller to conclude the Sale on behalf of ComVest and its Affiliates; provided, however, that such proxy will not entitle the Prospective Seller to conclude any agreement on behalf of ComVest and its Affiliates which differs from the consideration, terms and conditions described in the Offer Notice. If no Notice of Acceptance is received by the Prospective Seller within the Offer Period, or if the Notice of Acceptance does not fulfill all of the foregoing requirements, ComVest shall have waived its rights to be assigned by such Other Existing Stockholderhereunder. If the Notice of Acceptance is received by the Prospective Purchaser will Seller within the Offer Period, then the Prospective Seller shall, for a period not acquire to exceed 15 Business Days, seek to obtain from the third party an offer, for the consideration and on the same terms and conditions described in the Offer Notice, of its and its Affiliates' pro rata shares of Common Stock as well as all of the rights pro rata shares of Common Stock offered for sale by ComVest and its Affiliates (collectively, the "Total Shares"). In case the prospective third party refuses to purchase all of the Transferring Stockholder and the electing Other Existing StockholdersTotal Shares, then the rights proposed Prospective Seller shall not be entitled to consummate a Sale of any shares of Common Stock to such third party. Anything in this Section 4.04 to the contrary notwithstanding, the provisions of this Section 4.04 shall not be assigned by the Transferring Stockholder and the electing Other Existing Stockholders will be ratably reduced applicable to that which the Prospective Purchaser is willing any Sale to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Stockholder. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage of the costs of a Tag-Along SalePermitted Transferee.

Tag-Along Rights. Unless In the Existing Stockholders Representative elects to exercise its rights event a Stockholder is permitted, pursuant to Section 7.144.01(a)(iv) hereof (but subject to the provisions of Section 4.03(f)), if the Existing Stockholders Representative (solely in its capacity as an Existing Stockholder) (in such capacity, the “Transferring Stockholder”) proposes to assign a portion Transfer any or all of its rights under this Agreement Restricted Securities, other than pursuant to an Excused Transfer, such Stockholder shall deliver a third-party (such Person, a “Prospective Purchaser,” and such transaction, a “Tag-Along Sale”), then, prior to proceeding with such Tag-Along Sale, the Transferring Stockholder will deliver to the other Existing Stockholders written notice (the “Other Existing StockholdersSale Notice”) a written notice stating that the Transferring to each other Stockholder proposes to assign a portion of its rights under this Agreement and the consideration Company. Such Sale Notice shall contain a complete description of the terms of the proposed Transfer, including without limitation the number of shares of Common Stock and/or Preferred Stock to be paid by transferred, identity of the Prospective Purchaserproposed transferee, purchase price offered, terms of payment and time for performance, as well as copies of any document, including if applicable any letter of intent, relating to such proposed Transfer. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement participate in the contemplated Transfer by delivering written notice to the Stockholder(s) initiating the Sale Notice (the “Selling Stockholder(s)”) and the Company within 30 days after receipt by the Stockholders of the Sale Notice, which notice shall indicate the number of Restricted Securities desired to be sold by such electing Stockholder (the “Participating Tag-along Stockholder”); provided that if the Selling Stockholder is selling both Preferred Stock and Common Stock, then each Participating Tag-along Stockholder must offer to sell both Preferred Stock and Common Stock, with the number of shares of Preferred Stock and Common Stock being offered being in the same proportion to his total ownership of Preferred Stock and Common Stock, respectively (e.g., if the Participating Tag-along Stockholder desires to sell 10% of his Preferred Stock, then he must also offer to sell 10% of his Common Stock). Each Selling Stockholder and each Participating Tag-along Stockholder will be entitled to sell in the contemplated sale, at the same price and on the same terms (including the making of the same representations and conditions as warranties but no Stockholder will be required to enter into indemnification or contribution obligations that are joint and several with any other Person), the Transferring Stockholdernumber of Restricted Securities equal to the product of (i) the quotient determined by dividing the number of Restricted Securities desired to be sold by such Stockholder by the aggregate number of Restricted Securities desired to be sold by the Selling Stockholder(s) and all Participating Tag-along Stockholders, and (ii) the number of Restricted Securities to be sold in the contemplated Transfer; provided that if the Selling Stockholder is selling both Preferred Stock and Common Stock, the number of shares of Preferred Stock and Common Stock to be sold by each Selling Stockholder and Participating Tag-along Stockholder in the contemplated Transfer shall be computed separately. Within ten (10Each Selling Stockholder agrees to use reasonable best efforts to obtain the agreement of the prospective transferee(s) days after receipt to the participation of the Participating Tag-along Stockholders in the contemplated transfer, and each Selling Stockholder agrees not to transfer any Restricted Securities to the prospective transferee(s) if any such written noticetransferee declines to allow the participation of the Participating Tag-along Stockholders in accordance with the terms of this Section 4.02. Notwithstanding anything to the contrary in this Section 4.02, if an Other Existing no Stockholder elects shall have a right to participate in such Tag-Along Sale, such Other Existing Stockholder will deliver written notice any sale of Restricted Securities to the Transferring extent a Selling Stockholder stating is selling Restricted Securities to one or more other Stockholders and/or the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all of the rights of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned by the Transferring Stockholder and the electing Other Existing Stockholders will be ratably reduced to that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder Company in connection accordance with the consummation of a Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Stockholder. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage of the costs of a Tag-Along SaleSection 4.03 hereof.

Tag-Along Rights. Unless If the Existing Stockholders Representative elects Ripplewood Shareholder desires to exercise Transfer in excess of 5% of its rights pursuant Shares to Section 7.14a prospective Transferee (or Transferees) other than to a Permitted Transferee of the Ripplewood Shareholder and, if the Existing Stockholders Representative (solely in its capacity as an Existing Stockholder) (in after giving effect to such capacityTransfer, the “Transferring Stockholder”) proposes to assign a portion Ripplewood Shareholder shall have Transferred in excess of 35% in the aggregate of its rights under this Agreement Shares to a third-party Transferee (or Transferees) other than Permitted Transferees of the Ripplewood Shareholder, the Ripplewood Shareholder shall, as a condition to such PersonTransfer, (i) provide a “Prospective Purchaser,” and such transaction, notice to the Executive in writing (a “"Tag-Along Sale”), then, Notice") of the material terms of the proposed Transfer at least 15 days prior to proceeding with such Tag-Along Sale, Transfer and (ii) permit the Transferring Stockholder will deliver Executive (or cause the Executive to be permitted) to sell (either to the other Existing Stockholders (prospective Transferee of the “Other Existing Stockholders”Ripplewood Shareholder's Shares or to another financially reputable Transferee reasonably acceptable to the Executive) a written notice stating that the Transferring Stockholder proposes to assign a same portion of its rights under this Agreement and the consideration to be paid his respective Shares as that Transferred by the Prospective Purchaser. Each Other Existing Stockholder may elect Ripplewood Shareholder in the aggregate to assign a portion its rights under this Agreement Transferees other than Permitted Transferees of the Ripplewood Shareholder (after giving effect to such proposed Transfer) on the same terms and conditions conditions, subject to the same agreements and at the same price as the Transferring Stockholder. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to participate in such Tag-Along Sale, such Other Existing Stockholder will deliver written notice to the Transferring Stockholder stating the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all of the rights of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned sale by the Transferring Stockholder and Ripplewood Shareholder, which sale shall take place on the electing Other Existing Stockholders will be ratably reduced date the Ripplewood Shareholder's Shares (or such portion) are Transferred to that which such Transferee (or Transferees). The Executive shall have five days from the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation date of receipt of a Tag-Along SaleNotice to exercise his right to sell pursuant to clause (ii) above by delivering written notice to the Ripplewood Shareholder of his intent to exercise such right. The right of the Executive to sell pursuant to clause (ii) above shall terminate if not exercised within such five-day period. If the Executive elects to exercise his right to sell pursuant to clause (ii) he shall share, including on a pro rata basis, the execution legal, investment banking and other expenses of all agreements, documents and instruments the Ripplewood Shareholder incurred in connection therewith requested by the Transferring Stockholder of with such Other Existing Stockholder. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage of the costs of a Tag-Along SaleTransfer.

Tag-Along Rights. Unless the Existing Stockholders Representative elects (a) With respect to exercise its rights pursuant to Section 7.14, if the Existing Stockholders Representative any proposed Transfer (solely in its capacity as an Existing Stockholderother than Permitted Transfers) of shares of Capital Stock by Wengen (in such capacity, the a “Transferring Stockholder”) proposes to assign any Person other than the Company or a portion Subsidiary of its rights under this Agreement the Company, or to a third-party Wengen Investor or its Affiliates (a “Third Party”) (such Persona transfer, a “Prospective Purchaser,” and such transaction, a “Tag-Tag Along SaleTransfer”), then, prior to proceeding with such Tag-Along Sale, the Transferring Stockholder will deliver shall have the obligation, and the Investors shall have the right, but not the obligation, to request the other Existing Stockholders proposed Transferee to purchase from each Investor exercising such right (the a “Other Existing StockholdersTagging Stockholder”) a written notice stating that number of shares of Capital Stock requested to be included by such Tagging Stockholder (such rights of the Tagging Stockholder to be referred to as “tag-along rights”); provided, however, that, if, subject to Section 2.4(b) below, such proposed Transferee refuses to purchase such shares of Capital Stock in accordance with the foregoing, each Tagging Stockholder shall have the right, but not the obligation, and the Transferring Stockholder proposes shall have the obligation, to assign a portion request the proposed Transferee to purchase from each Tagging Stockholder the number of its rights under this Agreement and shares of Capital Stock of such Tagging Stockholder determined by multiplying (i) the consideration total number shares of Capital Stock proposed to be paid Transferred by the Prospective PurchaserTransferring Stockholder by (ii) the Tag Along Ownership Percentage of such Tagging Stockholder. If the proposed Transferee is unwilling to purchase all of the shares of Capital Stock that the Tagging Stockholders have requested to be acquired by the proposed Transferee pursuant hereto, then the Transferring Stockholder shall not Transfer any shares of Capital Stock to such proposed Transferee unless and until, simultaneously with the consummation of such Transfer, such proposed Transferee shall purchase such shares of Capital Stock from each Tagging Stockholder in accordance with the terms hereof. Each Other Existing Tagging Stockholder may elect to assign a portion shall Transfer its rights under this Agreement on Capital Stock at the same price per share of Capital Stock and upon the same terms and conditions (including time of payment, form of consideration and option to elect form of consideration) as to be paid and given to the Transferring Stockholder; provided, however, that in order to be entitled to exercise its right to sell its Capital Stock to the proposed Transferee pursuant to this Section 2.4, unless waived by the Transferee, a Tagging Stockholder must agree to make to the proposed Transferee the same representations and warranties with respect to such Tagging Stockholder(s)’ ownership of the Capital Stock to be sold by it (other than, for the avoidance of doubt, with respect to matters relating to the business of the Company and its Subsidiaries), covenants, indemnities (including with respect to representations and warranties relating to the business of the Company and its Subsidiaries) and agreements as the Transferring Stockholder. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects agrees to participate make in such Tag-Along Sale, such Other Existing Stockholder will deliver written notice to connection with the Transferring Stockholder stating the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all proposed Transfer of the rights Capital Stock of the Transferring Stockholder (except that in the case of representations and warranties pertaining specifically to the electing Other Existing Transferring Stockholder, a Tagging Stockholder shall make the comparable representations and warranties pertaining specifically to itself, and except that, in the case of covenants or agreements capable of performance only by certain Stockholders, then the rights proposed to such covenants or agreements shall be assigned made only by such certain Stockholders); provided, further, that all representations and warranties, covenants, agreements and indemnities made by the Transferring Stockholder and the electing Other Existing Tagging Stockholders will pertaining specifically to themselves shall be ratably reduced to made by each of them severally and not jointly; provided, further, that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Stockholder. The each Transferring Stockholder and each Tagging Stockholder shall be severally (but not jointly) liable for (i) indemnification obligations arising out of or relating to any breach of its representations and warranties, covenants and agreements and (ii) its pro rata portion (based on amount of proceeds received by such Person at the electing Other Existing Stockholders will bear their Applicable Percentage closing of such Transfer) of indemnification obligations arising out of or relating to any breach of representations and warranties pertaining to the Company and its Subsidiaries; provided, further, that no Tagging Stockholder shall be liable for a breach of the costs representations, warranties, covenants, fraud or indemnification obligations of any other Tagging Stockholder(s) or Transferring Stockholder(s); provided, further, that none of the Tagging Stockholders shall be required to enter into a Tagnon-Along Salecompetition, non-solicitation or equivalent covenant; provided, further, that in no event shall any Tagging Stockholder be liable for any amounts in excess of the amount of net proceeds actually received by such Tagging Stockholder in such Transfer.

Tag-Along Rights. Unless If the Existing Stockholders Representative elects Ripplewood Shareholder desires to exercise Transfer all (or any portion in excess of 35%) of its rights pursuant Shares to Section 7.14, if a prospective Transferee (or Transferees) other than to a Permitted Transferee of the Existing Stockholders Representative (solely in its capacity as an Existing Stockholder) (in such capacityRipplewood Shareholder, the “Transferring Stockholder”Ripplewood Shareholder shall, as a condition to such Transfer, (i) proposes provide a notice to assign the PRIMEDIA Shareholder in writing (a portion "TAG-ALONG NOTICE") of the material terms of the proposed Transfer at least 10 days prior to such Transfer and (ii) permit the PRIMEDIA Shareholder (or cause the PRIMEDIA Shareholder to be permitted) to sell (either to the prospective Transferee of the Ripplewood Shareholder's Shares or to another financially reputable Transferee reasonably acceptable to the PRIMEDIA Shareholder) the same proportion of its rights under this Agreement to a third-party (such Person, a “Prospective Purchaser,” and such transaction, a “Tag-Along Sale”), then, prior to proceeding with such Tag-Along Sale, the Transferring Stockholder will deliver to the other Existing Stockholders (the “Other Existing Stockholders”) a written notice stating that the Transferring Stockholder proposes to assign a portion of its rights under this Agreement and the consideration to be paid by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement Shares on the same terms and conditions conditions, subject to the same agreements and at the same price as the Transferring Stockholder. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to participate in such Tag-Along Sale, such Other Existing Stockholder will deliver written notice to the Transferring Stockholder stating the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all of the rights of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned sale by the Transferring Stockholder and Ripplewood Shareholder, which sale shall take place on the electing Other Existing Stockholders will be ratably reduced date the Ripplewood Shareholder's Shares (or such portion) are Transferred to that which such Transferee (or Transferees). The PRIMEDIA Shareholder shall have five days from the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation date of receipt of a Tag-Along SaleNotice to exercise its right to sell pursuant to clause (ii) above by delivering written notice to the Ripplewood Shareholder of its intent to exercise such right. The right of the PRIMEDIA Shareholder to sell pursuant to the above shall terminate if not exercised within such five-day period; PROVIDED that if the terms and conditions of the proposed transfer materially differ from those set forth in the Tag- Along Notice then the Ripplewood Shareholder shall notify the PRIMEDIA Shareholder of such change and such five-day period shall be extended for a further five days from the date of such notification. If the PRIMEDIA Shareholder elects to exercise its right to sell pursuant to this Section 2.01(e), including it shall share, on a pro rata basis, the execution legal, investment banking and other expenses of all agreements, documents and instruments the Ripplewood Shareholder incurred in connection therewith requested by the Transferring Stockholder of with such Other Existing Stockholder. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage of the costs of a Tag-Along SaleTransfer.

Tag-Along Rights. Unless (a) If, following the Existing Stockholders Representative elects Transfer Waiver Date, a Transferring Shareholder desires to exercise Transfer, directly or indirectly, all or any portion of the Shares beneficially owned by it and its rights Affiliates, the Transferring Shareholder shall provide the Non-Transferring Shareholder with written notice (the "Tag Along Notice") (which may, but need not be, incorporated into the First Refusal Notice required pursuant to Section 7.14, if 7.3) setting forth: (i) the Existing Stockholders Representative number of Shares proposed to be Transferred; (solely in its capacity as an Existing Stockholderii) all terms and conditions of the proposed Transfer including the Offering Price at which the Transferring Shareholder proposes to Transfer such Shares; (iii) the name of the proposed transferee and a statement specifying whether or not that transferee is a Competitor; and (iv) that the Transferring Shareholder is offering the Non-Transferring Shareholder the right to participate in such capacityTransfer on the same terms and conditions as are applicable to the Transferring Shareholder. (b) If the proposed transferee is a Competitor of a Non-Transferring Shareholder then, within 10 Business Days following delivery of the Tag Along Notice, such Non-Transferring Shareholder may, by notice in writing to the Transferring Shareholder, require the Transferring Shareholder to request the proposed transferee to purchase all of the Shares held by the Non-Transferring Shareholder and its Affiliates on the terms specified in the Tag Along Notice. If the Transferring Shareholder declines to make such request or the proposed transferee rejects the request, the “Transferring Stockholder”Shareholder shall not be entitled to sell the Shares which are the subject of the Tag Along Notice to that proposed transferee. 10 <PAGE> (c) proposes to assign If the proposed transferee is not a portion Competitor of its rights under this Agreement to a thirdany Non-party (such Person, a “Prospective Purchaser,” and such transaction, a “Tag-Along Sale”)Transferring Shareholder, then, prior within 10 Business Days following the delivery of the Tag Along Notice, such Non-Transferring Shareholder shall, by notice in writing to proceeding with such Tag-Along Sale, the Transferring Stockholder will deliver Shareholder, have the opportunity to sell to the other Existing Stockholders prospective purchaser (the “Other Existing Stockholders”) a written notice stating that the Transferring Stockholder proposes to assign a portion of its rights under this Agreement and the consideration to be paid by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement on upon the same terms and conditions as the Transferring Stockholder. Within ten Shareholder) up to that number of Shares owned by such Non-Transferring Shareholder as shall equal the product of (10x) days after receipt a fraction, the numerator of which is the number of Shares owned by such Non-Transferring Shareholder as of the date of such written noticeTag Along Notice, and the denominator of which is the aggregate number of Shares owned as of the date of such Tag Along Notice by the Transferring Shareholder and the Non-Transferring Shareholder, and (y) the number of Shares proposed to be sold. The amount of Shares to be sold by the Transferring Shareholder shall be reduced if an Other Existing Stockholder elects and to the extent necessary to provide for such sale of Shares by the Non-Transferring Shareholder. (d) If the Non-Transferring Shareholder does not elect to require the Transferring Shareholder to effectuate the sale specified in Section 7.4(b) or does not elect to participate in such Tag-Along Salea sale specified in Section 7.4(c) within the 10 Business Day periods referred to in those Sections, such Other Existing Stockholder will deliver written notice to the Transferring Stockholder stating the rights Shareholder shall be entitled to be assigned by consummate such Other Existing Stockholder. If the Prospective Purchaser will not acquire all sale within 100 days following delivery of the rights Tag Along Notice without the participation of the Non-Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned by the Transferring Stockholder and the electing Other Existing Stockholders will be ratably reduced to that which the Prospective Purchaser is willing to acquireShareholder. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Stockholder. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage of the costs of a Tag-Along Sale.ARTICLE VIII

Tag-Along Rights. Unless the Existing Stockholders Representative elects to exercise its rights pursuant to Section 7.14, if the Existing Stockholders Representative (solely in its capacity as an Existing Stockholder) (in such capacity, the “Transferring Stockholder”) proposes to assign a portion of its rights under this Agreement to a third-party (such Person, a “Prospective Purchaser,” and such transaction, a “Tag-Along Sale”), then, prior to proceeding with such Tag-Along Sale, the Transferring Stockholder will deliver to the other Existing Stockholders (the “Other Existing Stockholders”) a written notice stating that the Transferring Stockholder proposes to assign a portion of its rights under this Agreement and the consideration to be paid by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement on the same terms and conditions as the Transferring Stockholder. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to participate in such Tag-Along Sale, such Other Existing Stockholder will deliver written notice to the Transferring Stockholder stating the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all of the rights of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned by the Transferring Stockholder and the electing Other Existing Stockholders will be ratably reduced to that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Stockholder. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage of the costs of a Tag-Along Sale.. [Signatures pages follow]

Tag-Along Rights. Unless If the Existing Stockholders Representative elects Ripplewood Shareholder desires to exercise Transfer all (or any portion in excess of 35%) of its rights pursuant Shares to Section 7.14, if a prospective Transferee (or Transferees) other than (x) to the Existing Stockholders Representative Agent in a Transfer in accordance with the terms of the Ripplewood Pledge Agreement or (solely in its capacity as an Existing Stockholdery) (in such capacityto a Permitted Transferee of the Ripplewood Shareholder, the “Transferring Stockholder”Ripplewood Shareholder shall, as a condition to such Transfer, (i) proposes provide a notice to assign the PRIMEDIA Shareholder in writing (a portion "TAG-ALONG NOTICE") of the material terms of the proposed Transfer at least 10 days prior to such Transfer and (ii) permit the PRIMEDIA Shareholder (or cause the PRIMEDIA Shareholder to be permitted) to sell (either to the prospective Transferee of the Ripplewood Shareholder's Shares or to another financially reputable Transferee reasonably acceptable to the PRIMEDIA Shareholder) the same proportion of its rights under this Agreement to a third-party (such Person, a “Prospective Purchaser,” and such transaction, a “Tag-Along Sale”), then, prior to proceeding with such Tag-Along Sale, the Transferring Stockholder will deliver to the other Existing Stockholders (the “Other Existing Stockholders”) a written notice stating that the Transferring Stockholder proposes to assign a portion of its rights under this Agreement and the consideration to be paid by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement Shares on the same terms and conditions conditions, subject to the same agreements and at the same price as the Transferring Stockholder. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to participate in such Tag-Along Sale, such Other Existing Stockholder will deliver written notice to the Transferring Stockholder stating the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all of the rights of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned sale by the Transferring Stockholder and Ripplewood Shareholder, which sale shall take place on the electing Other Existing Stockholders will be ratably reduced date the Ripplewood Shareholder's Shares (or such portion) are Transferred to that which such Transferee (or Transferees). The PRIMEDIA Shareholder shall have five days from the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation date of receipt of a Tag-Along Sale, including Notice to exercise its right to sell pursuant to clause (ii) above by delivering written notice to the execution Ripplewood Shareholder of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of its intent to exercise such Other Existing Stockholderright. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage right of the costs PRIMEDIA Shareholder to sell pursuant to the above shall terminate if not exercised within such five-day period; PROVIDED that if the terms and conditions of a the proposed transfer materially differ from those set forth in the Tag-Along SaleNotice then the Ripplewood Shareholder shall notify the PRIMEDIA Shareholder of such change and such five-day period shall be extended for a further five days from the date of such notification. If the PRIMEDIA Shareholder elects to exercise its right to sell pursuant to this Section 2.01(e), it shall share, on a pro rata basis, the legal, investment banking and other expenses of the Ripplewood Shareholder incurred in connection with such Transfer.

Tag-Along Rights. Unless If North Castle, North Castle I-A, North Castle II and their respective Affiliates or successors (the Existing Stockholders Representative elects "NORTH CASTLE SELLERS") desires to exercise its rights make a Permitted Transfer pursuant to clauses (ii) and (v) of Section 7.143(a), if which transfer, together with all prior transfers by the Existing Stockholders Representative North Castle Sellers involves more than 5% of the Common Stock owned by the North Castle Sellers on the date hereof, following an offer (solely which offer must be in writing, be irrevocable by its capacity as an Existing Stockholderterms for at least 35 Business Days and be a bona fide offer) (in such capacityfrom any prospective purchaser to purchase all or any part of the Common Stock owned by the North Castle Sellers, the “Transferring Stockholder”North Castle Sellers shall give a Notice of Offer in writing to the Board and the other Stockholders (I) proposes to assign a portion designating the number of its rights under this Agreement to a third-party Offered Shares, (II) naming the Designated Purchaser and (III) specifying the Offer Price and Offer Terms. During the 20 Business Day period following receipt of such Person, a “Prospective Purchaser,” notice by the Company and such transaction, a “Tag-Along Sale”), then, prior to proceeding with such Tag-Along Salethe other Stockholders, the Transferring Stockholder will deliver to other Stockholders shall have the other Existing Stockholders right (the “Other Existing Stockholders”a "TAG-ALONG RIGHT") exercised by delivery of a written notice stating that to the Transferring Stockholder proposes to assign a portion of its rights under this Agreement North Castle Sellers and the consideration to be paid by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement on the same terms and conditions as the Transferring Stockholder. Within ten (10) days after receipt of such written noticeCompany, if an Other Existing Stockholder elects to participate in such Tag-Along Sale, such Other Existing Stockholder will deliver written notice sale to the Transferring Designated Purchaser at the Offer Price and on the Offer Terms on a PRO RATA basis determined as the quotient determined by dividing (A) the percentage of Common Stock held by each Stockholder stating so electing to sell (each such Person, an "ACCEPTING STOCKHOLDER") by (B) the rights to be assigned aggregate percentage of Common Stock represented by such Other Existing Stockholder. If the Prospective Purchaser will not acquire Common Stock then held by all of the rights Accepting Stockholders and the North Castle Sellers. The Company shall notify each Accepting Stockholder at least ten Business Days prior to the closing of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned sale by the Transferring North Castle Sellers of the number of Offered Shares which each such Accepting Stockholder may sell and such Accepting Stockholder shall deliver into trust, three or more Business Days prior to the electing Other Existing Stockholders will be ratably reduced closing certificates or other instruments representing the Offered Shares duly endorsed for transfer or duly executed stock powers for release against payment to that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring such Accepting Stockholder of such Other Existing Stockholder. The Transferring Accepting Stock holder's net proceeds paid for the shares of such Stockholder and at the electing Other Existing Stockholders will bear their Applicable Percentage closing of the costs of a Tag-Along Salesuch sale.

Tag-Along Rights. Unless In the Existing event of a qualifying Transfer of Common Stock by certain stockholders of the Company as specified in Section 3.4 of the Stockholders Representative elects to exercise its rights Agreement, the Holder, pursuant to Section 7.149(b) of the Registration Rights Agreement, if shall be entitled to certain tag-along sale rights with respect to the Existing Warrant Shares pursuant to the terms and subject to the conditions set forth in the Stockholders Representative Agreement and the Registration Rights Agreement (solely in its capacity as an Existing Stockholder) (in such capacity, the “Transferring Stockholder”) proposes to assign a portion of its rights under this Agreement to a third-party (such Person, a “Prospective Purchaser,” and such transaction, a “Tag-Along SaleRights”); provided, thenhowever, that in connection with a Tag-Along Closing, the Holder shall be obligated to make or agree to only such customary representations, covenants, indemnities and agreements in connection with the Holder’s ownership of the Warrant and the Warrant Shares and authority to sell the Warrant Shares as the Transferring Stockholder makes with respect to its shares of Common Stock and only so long as they are made severally and not jointly and the liabilities thereunder are borne only by the party making or agreeing to make such representations, covenants, indemnities and agreements. Upon any exercise by the Holder of its Tag-Along Rights in accordance with the Stockholders Agreement and the Registration Rights Agreement, (i) the Warrant shall be deemed exercised immediately prior to proceeding with the consummation of the closing of the sale of Common Stock pursuant to such Tag- Along Rights (the “Tag-Along Closing”) to the extent of the Warrant Shares to be sold at such Tag-Along Sale, Closing and (ii) the Transferring Stockholder will deliver to the other Existing Stockholders (the “Other Existing Stockholders”) a written notice stating that the Transferring Stockholder proposes to assign a portion of its rights under this Agreement and the consideration to Warrant Shares resulting from such exercise shall be paid sold by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement on Holder at the same terms and conditions as the Transferring Stockholder. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to participate in such Tag-Along Sale, such Other Existing Stockholder will deliver written notice to Closing. Promptly following the Transferring Stockholder stating the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all of the rights of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned by the Transferring Stockholder and the electing Other Existing Stockholders will be ratably reduced to that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a Tag-Along SaleClosing, including the execution Holder shall (i) remit to the Company the Exercise Price for such Warrant Shares and (ii) receive from the Company a new Warrant for the purchase of all agreements, documents and instruments in connection therewith requested by an aggregate number of Warrant Shares equal to the Transferring Stockholder number of such Other Existing Stockholder. The Transferring Stockholder and Warrant Shares underlying the electing Other Existing Stockholders will bear their Applicable Percentage of Warrant immediately prior to the costs of a Tag-Along SaleClosing, minus the number of Warrant Shares sold by the Holder at the Tag-Along Closing.

Tag-Along Rights. Unless the Existing (a) If one or more Stockholders Representative elects to exercise its rights pursuant to Section 7.14, if the Existing Stockholders Representative other than Lxxx NAOC (solely in its capacity as an Existing Stockholder) (in such capacity, the “Transferring Selling Stockholder”) proposes to assign a portion of its rights under this Agreement sell Capital Stock to a third-third party purchaser (such Person, a the “Prospective Purchaser,” and ”) pursuant to a bona fide offer to purchase such Capital Stock (a “Qualified Offer”), such Selling Stockholders may engage in such transaction, a subject to their prior compliance with Section 4.2, only if they assure that the other Stockholders or holders of Options (“Tag-Along SaleStockholders”) also shall be afforded the right to 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 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”), thenwhich written notice shall include the name of the Prospective Purchaser and the consideration offered in connection therewith. In order to exercise their right to sell their Capital Stock or Options as set forth above, prior the Tag-Along Stockholders must provide written notice of such intention to proceeding with the 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, the Selling Stockholders may sell their Capital Stock to the Prospective Purchaser on the terms of the Qualified Offer as long as such sale is consummated within 75 days after the date of the Offer Notice. If the Capital Stock is not transferred to the Prospective Purchaser within such period, a new Offer Notice must be given before the Selling Stockholders may sell any Capital Stock. Each participating Tag-Along Stockholder individually, not jointly and severally, shall make such Tag-Along Sale, 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 other than severally on a pro rata basis in an amount not greater than the Transferring Stockholder will deliver to the other Existing Stockholders (the “Other Existing Stockholders”) a written notice stating that the Transferring Stockholder proposes to assign a portion of its rights under this Agreement and the consideration to be paid proceeds actually received by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement on the same terms and conditions as the Transferring Stockholder. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to participate in such Tag-Along Sale, such Other Existing Stockholder will deliver written notice to the Transferring Stockholder stating the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all of the rights of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned by the Transferring Stockholder and the electing Other Existing Stockholders will be ratably reduced to that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Stockholder. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage of the costs of a Tag-Along SaleTransfer.

Tag-Along Rights. Unless the Existing (a) If one or more Stockholders Representative elects to exercise its rights pursuant to Section 7.14, if the Existing Stockholders Representative other than Lxxx NAOC (solely in its capacity as an Existing Stockholder) (in such capacity, the “Transferring Selling Stockholder”) proposes to assign a portion of its rights under this Agreement sell Capital Stock to a third-third party purchaser (such Person, a the “Prospective Purchaser,” and ”) pursuant to a bona fide offer to purchase such Capital Stock (a “Qualified Offer”), such Selling Stockholders may engage in such transaction, a subject to their prior compliance with Section 4.2, only if they assure that the other Stockholders or holders of Options (“Tag-Along SaleStockholders”) also shall be afforded the right to 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 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”), thenwhich written notice shall include the name of the Prospective Purchaser and the consideration offered in connection therewith. In order to exercise their right to sell their Capital Stock or Options as set forth above, prior the Tag-Along Stockholders must provide written notice of such intention to proceeding with the 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, the Selling Stockholders may sell their Capital Stock to the Prospective Purchaser on the terms of the Qualified Offer as long as such sale is consummated within 75 days after the date of the Offer Notice. If the Capital Stock is not transferred to the Prospective Purchaser within such period, a new Offer Notice must be given before the Selling Stockholders may sell any Capital Stock. Each participating Tag-Along Stockholder individually, not jointly and severally, shall make such Tag-Along Sale, 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 other than severally on a pro rata basis in an amount not greater than the Transferring Stockholder will deliver to the other Existing Stockholders (the “Other Existing Stockholders”) a written notice stating that the Transferring Stockholder proposes to assign a portion of its rights under this Agreement and the consideration to be paid proceeds actually received by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement on the same terms and conditions as the Transferring Stockholder. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to participate in such Tag-Along Sale, such Other Existing Stockholder will deliver written notice to the Transferring Stockholder stating the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all of the rights of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned by the Transferring Stockholder and the electing Other Existing Stockholders will be ratably reduced to that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Stockholder. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage of the costs of a Tag-Along SaleTransfer.

Tag-Along Rights. Unless In the Existing event of a qualifying Transfer of Common Stock by certain stockholders of the Company as specified in Section 3.4 of the Stockholders Representative elects to exercise its rights Agreement, the Holder, pursuant to Section 7.149(b) of the Registration Rights Agreement, if shall be entitled to certain tag-along sale rights with respect to the Existing Warrant Shares pursuant to the terms and subject to the conditions set forth in the Stockholders Representative Agreement and the Registration Rights Agreement (solely in its capacity as an Existing Stockholder) (in such capacity, the “Transferring Stockholder”) proposes to assign a portion of its rights under this Agreement to a third-party (such Person, a “Prospective Purchaser,” and such transaction, a “Tag-Along SaleRights”); provided, thenhowever, that in connection with a Tag-Along Closing, the Holder shall be obligated to make or agree to only such customary representations, covenants, indemnities and agreements in connection with the Holder’s ownership of the Warrant and the Warrant Shares and authority to sell the Warrant Shares as the Transferring Stockholder makes with respect to its shares of Common Stock and only so long as they are made severally and not jointly and the liabilities thereunder are borne only by the party making or agreeing to make such representations, covenants, indemnities and agreements. Upon any exercise by the Holder of its Tag-Along Rights in accordance with the Stockholders Agreement and the Registration Rights Agreement, (i) the Warrant shall be deemed exercised immediately prior to proceeding with the consummation of the closing of the sale of Common Stock pursuant to such Tag-Along Sale, the Transferring Stockholder will deliver to the other Existing Stockholders Rights (the “Other Existing StockholdersTag-Along Closing”) a written notice stating that to the Transferring Stockholder proposes to assign a portion extent of its rights under this Agreement and the consideration Warrant Shares to be paid by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement on the same terms and conditions as the Transferring Stockholder. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to participate in sold at such Tag-Along Sale, Closing and (ii) the Warrant Shares resulting from such Other Existing Stockholder will deliver written notice to the Transferring Stockholder stating the rights to exercise shall be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all of the rights of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned sold by the Transferring Stockholder and Holder at the electing Other Existing Stockholders will be ratably reduced to that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a Tag-Along Sale, including Closing. Promptly following the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Stockholder. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage of the costs of a Tag-Along SaleClosing, the Holder shall (i) remit to the Company the Exercise Price for such Warrant Shares and (ii) receive from the Company a new Warrant for the purchase of an aggregate number of Warrant Shares equal to the number of Warrant Shares underlying the Warrant immediately prior to the Tag-Along Closing, minus the number of Warrant Shares sold by the Holder at the Tag-Along Closing.

Tag-Along Rights. Unless the Existing Stockholders Representative elects At least thirty 30 days prior to exercise its rights pursuant to Section 7.14, if the Existing Stockholders Representative any Transfer of Stockholder Shares (solely in its capacity as an Existing Stockholder) (in such capacityother than a Public Sale), the “Executive (or his Permitted Transferee) making such Transfer (the "Transferring Stockholder”") proposes to assign a portion of its rights under this Agreement to a third-party (such Person, a “Prospective Purchaser,” and such transaction, a “Tag-Along Sale”), then, prior to proceeding with such Tag-Along Sale, the Transferring Stockholder will shall deliver to the other Existing Stockholders (the “Other Existing Stockholders”) a written notice stating that (the Transferring Stockholder proposes "Sale Notice") to assign a portion the holders of its rights under this Agreement Investor Shares, specifying in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the consideration to be paid by terms and conditions of the Prospective Purchasercontemplated Transfer. Each Other Existing Stockholder holder of Investor Shares may elect to assign a portion its rights under this Agreement participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms and conditions as the Transferring Stockholder. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to participate in such Tag-Along Sale, such Other Existing Stockholder will deliver by delivering written notice to the Transferring Stockholder stating within 30 days after delivery of the rights to be assigned by such Other Existing StockholderSale Notice. If the Prospective Purchaser will not acquire all any holder of the rights of Investor Shares has elected to participate in such contemplated Transfer, the Transferring Stockholder and each such electing holder shall be entitled to sell in the electing Other Existing Stockholderscontemplated Transfer, then at the rights proposed same price and on the same terms, a number of Stockholder Shares equal to be assigned the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Transferring Stockholder and the electing Other Existing Stockholders will holders of Investor Shares participating in such sale and (ii) the number of Stockholder Shares to be ratably reduced to that which sold in the Prospective Purchaser is willing to acquirecontemplated Transfer. Each electing Other Existing Transferring Stockholder will take all actions requested shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the holders of Investor Shares in any contemplated Transfer and to the inclusion of the Investor Warrants and Series A Preferred in the contemplated Transfer, and no Transferring Stockholder shall transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the holders of Investor Shares or the inclusion of the Warrants or Series A Preferred. If any portion of the Investor Warrants is included in any Transfer of Stockholder Shares under this Section 4(b), the purchase price for the Investor Warrants shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the Transferring Stockholder in connection with portion of the consummation of a Tag-Along SaleInvestor Warrants to be transferred, including the execution of all agreements, documents and instruments in connection therewith requested reduced by the Transferring Stockholder of aggregate exercise price for such Other Existing Stockholder. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage of the costs of a Tag-Along Saleshares.

Tag-Along Rights. Unless In the Existing Stockholders Representative elects event that (i) a Transferring Shareholder proposes to make a Disposition for value of more than twenty five percent (25%) of the total number of Shares outstanding, in one transaction or a series of related transactions, other than a Disposition made by means of a Public Offering, to a Tag/Drag Transferee, (ii) the Corporation and the Other Shareholders have elected not to exercise their Right of First Offer pursuant to Section 3 or such Right of First Offer has expired unexercised by such Transferring Shareholder with respect to such Tag/Drag Shares, and (iii) such Transferring Shareholder has not exercised its drag-along rights pursuant to Section 7.146, if the Existing Stockholders Representative (solely in its capacity as an Existing Stockholder) (in such capacity, the “Transferring Stockholder”) proposes to assign a portion of its rights under this Agreement to a third-party (Shareholder shall require such Person, a “Prospective Purchaser,” and such transaction, a “Tag-Along Sale”/Drag Transferee(s), then, prior as a condition precedent to proceeding with the consummation of the Disposition of the Tag/Drag Shares to such Tag-Along Sale/Drag Transferee(s), to offer to acquire from each of the Transferring Stockholder will deliver to the other Existing Stockholders (the “Other Existing Stockholders”) a written notice stating that the Transferring Stockholder proposes to assign a portion of its rights under this Agreement and the consideration to be paid by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement Shareholders, on the same terms and conditions as the proposed Disposition from such Transferring StockholderShareholder, such Other Shareholders’ Tag-Along Portions of the Tag/Drag Shares. Within ten Such a Transferring Shareholder proposing to make a Disposition of the Tag/Drag Shares shall give the Tag Notice to the Other Shareholders. It shall be a condition to the consummation of a Disposition covered by this Section 5 that the Tag Notice shall have been signed by such Transferring Shareholder and the Tag/Drag Transferee(s). Such signed Tag Notice shall be an irrevocable offer by the Tag/Drag Transferee(s), open for thirty (1030) days after the Tag Notice is given, to acquire as provided above all Tag-Along Portions of the Tag/Drag Shares, Each Other Shareholder shall have thirty (30) days after receipt of the Tag Notice to accept or decline such written notice, if an offer as to such Other Existing Stockholder elects to participate in such Shareholder’s Tag-Along SalePortion of the Tag/Drag Shares. If any Other Shareholder(s) chooses to accept such offer, such Other Existing Stockholder will deliver written notice Shareholder(s) shall give the Tag Acceptance Notice to such Transferring Shareholder and Tag/Drag Transferee(s) within such thirty (30) day period, and the amount of such Transferring Shareholder’s Shares subject to the proposed Disposition shall be reduced by each electing Other Shareholder’s Tag-Along Portion of the Tag/Drag Shares. Such Transferring Stockholder stating Shareholder shall not consummate the proposed sale or Disposition to the Tag/Drag Transferee(s) unless (i) the sale of the Tag-Along Portions of the Tag/Drag Shares pursuant to the Tag Acceptance Notice of such electing Other Shareholders is consummated, (ii) the Other Shareholders waive their tag along rights as to be assigned the Tag-Along Portions of the Tag/Drag Shares or (iii) the irrevocable offer expires without acceptance by any Other Shareholder during the thirty (30) day period. If any of the Other Shareholders accept the offer, such Transferring Shareholder and the Tag/Drag Transferee(s) shall keep such Other Existing Stockholder. If the Prospective Purchaser will not acquire all Shareholder(s) reasonably informed of the rights progress of the Transferring Stockholder sale proposed in the Tag Notice. Any Other Shareholders that accept the offer shall become a party to any agreement with the Disposition of the Tag/Drag Shares providing representations and the electing Other Existing Stockholderswarranties, then the rights proposed indemnification obligations (including escrows, hold back or other similar arrangements to be assigned by support such indemnity obligations), releases or other obligations to which the Transferring Stockholder and Shareholder or its Affiliates (other than the electing Other Existing Stockholders will be ratably reduced to that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder Corporation) agree in connection with the consummation of such Disposition (other than any such obligations that relate specifically to a Tag-Along Sale, including the execution of all agreements, documents particular Shareholder such as indemnification with respect to representations and instruments in connection therewith requested warranties given by the Transferring Stockholder Shareholder regarding such Shareholder’s title to and ownership of Shares as to which obligations each such Other Existing StockholderShareholder shall be solely liable). The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage If a Disposition of the costs Tag/Drag Shares pursuant to this Section 5 is not made within ninety (90) days of the Tag Notice, such right to make a Disposition pursuant to this Section 6 shall expire. In such event, the restrictions of this Section 6 shall be reinstated, and any subsequent Disposition of Tag-Along Sale/Drag Shares, whether or not to the same Tag/Drag Transferee, must be made strictly in compliance with the provisions of this Section 5.