Common use of Bring-Along Right Clause in Contracts

Bring-Along Right. (a) If at any time on or after the first anniversary of the Effective Date and prior to the consummation of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% of the issued and outstanding Common Stock, then Xxxxxx shall have the right to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i) that Xxxxxx proposes to effect such transaction, (ii) the identity of the Third Party, the number of Shares to be sold and the proposed purchase price per Share to be paid and any other terms and conditions, and (iii) the projected closing date of such sale. Each such Management Investor agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction; provided, however, that each such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage of the total number of Shares held by Lockheed Xxxxxx equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date of such transaction.

Bring-Along Right. If General Atlantic Partners 41, L.P., a Delaware limited partnership (a"GAP LP"), GAP Coinvestment Partners, L.P., a New York limited partnership ("GAP COINVESTMENT"), Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxx and Xxxxxxx Xxxx (the "EXE STOCKHOLDERS" and collectively with GAP LP and GAP Coinvestment, the "MAJOR STOCKHOLDERS") If at any time on shall have received a bona fide offer from a person or after the first anniversary other entity that is not an affiliate of the Effective Date and prior a Major Stockholder (or shall have entered into a bona fide written agreement with such person or entity) relating to the consummation sale to such person or entity of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to a Third Party other than an Affiliate in any bona fide arm's-length transaction all or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% substantially all of the issued and outstanding Common Stocksecurities of the Company held by the Major Stockholders (the "SALE"), then Xxxxxx the Major Stockholders shall have the right be entitled to deliver a written notice (a "Buyout NoticeBUYOUT NOTICE") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i) the Stockholder stating that Xxxxxx proposes they propose to effect (or cause the Company to effect) such transaction, (ii) and specifying the identity name and address of the Third Partyproposed parties to such transaction, the number consideration payable in connection therewith, and attaching a copy of Shares to be sold all writings between the Major Stockholders (or the Company) and the proposed purchase price per Share other parties to be paid and any other such transaction necessary to establish the terms and conditions, and (iii) the projected closing date of such saletransaction. Each such Management Investor The Stockholder agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) it, he, or she shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on it, him, or her and to use its, his or her best efforts to cause the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held owned by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the Company to consummate the proposed transaction; provided, howeverincluding voting such Shares in favor of such transaction), that each such Management Investor PROVIDED, that, the Stockholder shall only be obligated as provided above in this Section 2.7 2.3 if each such Management Investor the Stockholder and its, his, or her Permitted Transferee receives the same per Share consideration as Xxxxxx the Major Stockholders and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities all other than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have stockholders selling shares of the right, but not the obligation, to sell Company in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage of the total number of Shares held by Lockheed Xxxxxx equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date of such transactionSale.

Bring-Along Right. (a) If In the event that at any time on or after prior to the first fifth anniversary of the Effective Date and prior to the consummation of an Initial first Public Offering, Xxxxxx and/or LBHI Acquisition (and/or their Permitted Transfereesor a Transfer Affiliate) proposes to sell Shares to any of its holdings of Common Stock (the "Acquisition Shares") in a Third Party other than an Affiliate in any bona fide arm'sProposed Sale (a "Bring-length transaction Along Sale"), Acquisition (or series of related transactions and such Transfer Affiliate) may provide the Purchaser, the Purchaser's Trust, or the Purchaser's Estate, as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% of the issued and outstanding Common Stockcase may be, then Xxxxxx shall have the right to deliver a written notice (a "Buyout Bring-Along Notice") of such Proposed Sale and the Material Terms thereof not less than 10 business days prior to each Management Investor the proposed date of the Bring-Along Sale (with a copy the "Bring-Along Sale Date") and the Purchaser hereby agrees to Lockheed Xxxxxx) which shall state sell to such Proposed Purchaser that number of shares of Stock equal to the product of (i) the number of shares of Stock then held by, and the number of Exercisable Option Shares that Xxxxxx proposes to effect such transactionmay then be acquired by, the Purchaser, the Purchaser's Estate and the Purchaser's Trust and (ii) the identity ratio of the Third Party, (A) the number of Shares to be sold and shares of Common Stock which Acquisition (or the proposed purchase price per Share to be paid and any other terms and conditions, and (iiiTransfer Affiliate) the projected closing date of such sale. Each such Management Investor agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction; provided, however, that each such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, proposes to sell in the transaction specified in Proposed Sale to (B) the Buyout Notice number of shares of Common Stock then held by Acquisition (and all Transfer Affiliates) at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI such transfer of Acquisition Shares. The Purchaser shall not exercise any dissenter's rights with respect to the consummation of any such Proposed Sale. (and/or their Permitted Transfereesb) On the Bring-Along Sale Date, the Purchaser (or the Purchaser's Trust or the Purchaser's Estate, as the case may be) shall deliver a certificate or certificates for his or its Stock, duly endorsed for transfer with signatures guaranteed, to such Proposed Purchaser in the manner and at the Management Investors that percentage address indicated in the Bring-Along Notice against delivery of the total number purchase price for such Stock. The provisions of Shares held by Lockheed Xxxxxx equal to the percentage this Section 9 shall apply regardless of the total number form of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold consideration in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date of such transactionBring-Along Sale.

Bring-Along Right. (a) If at any time on or after In the first anniversary of the Effective Date and prior to the consummation of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to event that Wellspring receives a Third Party other than an Affiliate in any bona fide arm'soffer from a Third-length transaction Party Purchaser to acquire (including an acquisition resulting from a merger) 50% or series more of related transactions and as a result its Shares and, at the time of such sale Xxxxxx and LBHI offer, Wellspring is then the beneficial owner (as determined in accordance with their Permitted Transferees would cease to own at least 35Rule 13d.3 under the Exchange Act) of more than 50% of the issued and Company's outstanding shares of Common Stock, then Xxxxxx shall have the right to deliver a Wellspring may give written notice (a the "Buyout Notice") to each Management Investor Non- Wellspring Party (with each, a copy "Bring-Along Shareholder") notifying such Party that it will be required to Lockheed Xxxxxxsell on the same terms and conditions as Wellspring a pro rata portion (based on such Party's record ownership of Shares) of such Party's Shares in such sale; provided, however, that Wellspring shall not have the right to deliver a Buyout Notice pursuant to this Section 4 (but shall instead be obligated to make a Tag-Along Offer pursuant to Section 3 hereof) if the terms and conditions of the transaction contemplate that the Bring-Along Shareholder would have any potential liability to the Third Party Purchaser (including indemnification liabilities or liabilities in respect of breaches of representations and warranties) in excess of the value of the consideration to be received by such Bring-Along Shareholder in such transaction; provided, further, that the limitation described in the foregoing proviso shall not apply to potential liabilities which shall state may be incurred by the Bring-Along Shareholder as a result of (i) that Xxxxxx proposes breach by a Bring-Along Shareholder of any representation or warranty concerning such Bring- Along Shareholder's legal power and authority to effect enter into the transaction and to deliver the shares to be sold by such transactionBring-Along Shareholder to the Third Party Purchaser free and clear of any lien or other encumbrance, or (ii) failure of such Bring- Along Shareholder to deliver to the Third Party Purchaser the shares to be sold by it to free and clear of any lien or other encumbrance (the liabilities described in clauses (i) and (ii) being the "Shareholder's Personal Liabilities"). The Buyout Notice shall (1) state that it is a being made pursuant to Section 4 of this Agreement, and (2) set out in reasonable detail information regarding the identity and financial strength (to the extent that such information has been made available to Wellspring by the Third Party Purchaser, it being understood that Wellspring shall not be under any duty to verify such information) of the Third Party, the number of Shares to be sold Party Purchaser and the proposed purchase price per Share to be paid offered consideration and any other material terms and conditions, and (iii) conditions to the projected closing date of such contemplated sale. Each such Management Investor agrees that, upon Upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) Bring-Along Shareholder shall be obligated to (1) sell a pro rata portion of its Shares in such the transaction that percentage of (including a sale or merger) contemplated in the total number of Shares held by such Management Investor (determined Buyout Notice on the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon the same terms and conditions as Wellspring (including payment of its pro rata share of all costs associated with such transaction transaction) and (and 2) otherwise take all necessary action to cause the consummation of such transaction. Each Party hereby (A) agrees to take all actions (including executing documents) in connection with the consummation of the proposed transaction; providedtransaction as may reasonably be requested of it by Wellspring and (B) appoints Wellspring as its attorney-in-fact to do the same on its behalf. Each Party hereby agrees that any liabilities of the Parties to the Third Party Purchaser in a transaction resulting from a Buyout Notice, howeverother than a Shareholder's Personal Liabilities, that shall be shared by Wellspring and the Bring-Along Shareholders ratably, based on the consideration to be received by each such Management Investor shall only be obligated as provided above Party from the sale of its Shares in this Section 2.7 if such transaction, and each such Management Investor receives Party agrees to contribute to the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be other Parties to the extent required to make cause any representations or provide any indemnities other than on such liabilities to be shared in such proportion. Any sale pursuant to a proportionate basis Buyout Notice shall be bona fide and other than made pursuant to a contract entered into by Wellspring within ninety (90) days of the Buyout Notice. In the event a contract with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in contemplated by the Buyout Notice at has not been entered into within the same price and upon 90-day period, the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage obligations of the total number of Shares held by Lockheed Xxxxxx equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transactionNon-Wellspring Parties hereunder shall terminate. The rights of Lockheed Xxxxxx under this Section 2.7(b) Wellspring shall be exercisable by delivering written notice thereof free at least 10 days any time prior to the proposed closing date consummation of the transaction contemplated by the Buyout Notice to abandon or terminate such transaction, and in such event Wellspring shall have no liability to any of the Non-Wellspring Parties.

Bring-Along Right. (a) If at In the event that either the 1947/1945 Holders or the Hicks Holders propose an Eligible Bring-Along Transaction, and such Offxxxxx Holder is entitled to Transfer all of its Company Common Shares in a transaction with a Third-Party Acquiror pursuant to Section 4.1(b), then such Offering Holder shall also have the right (a "Bring-Along Right"), upon notice no less than 10 business days to the other Holder, the Company and any time other party that has become bound by this Section 4.2 (as and to the extent set forth in Section 4.4) (the "Bring-Along Notice"), to require all of such parties (other than the Company and not including the Founders or CEC) (the "Bring-Along Shareholders") to participate in such a transaction and thus cause each Bring-Along Shareholder to dispose of 100% of its Company Common Shares in such transaction on or after the first anniversary terms set forth in this Section 4.2 (the "Bring-Along Transaction"), the consideration for which shall be cash and/or Marketable Securities. Notwithstanding the foregoing, no Holder may exercise the Bring-Along Right prior to June 30, 2005, and notice of a Holder's exercise of the Effective Date Bring-Along Right may not be given after December 31, 2007. (b) In the event that the Offering Holder exercises the Bring-Along Right in accordance with the terms of Section 4.2(a) above, subject to Sections 4.2(c) and prior 4.2(d) below, each of the Bring-Along Shareholders shall promptly Transfer all of its Company Common Shares to the Third-Party Acquiror on the same terms and conditions that apply to the Offering Holder in connection with the Bring-Along Transaction. Each of the Bring-Along Shareholders and each 3% Company Transferee further agrees to timely take such other actions as the Offering Holder may reasonably request in connection with the approval and consummation of such Bring-Along Transaction, including, without limitation, causing its designees on the Board to approve such transaction, voting all of its Company Common Shares in favor of such transaction, waiving any dissenters' rights, and executing such agreements, powers of attorney, voting proxies, consents or other documents and instruments as may be necessary or desirable to consummate such Bring-Along Transaction. (c) In the event that a Bring-Along Transaction is proposed, the Third-Party Acquiror shall, as a condition to the consummation of an Initial Public Offeringthe Bring-Along Transaction, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to agree that, if a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% majority of the issued and outstanding Board (or a special committee thereof) so approves, the Third-Party Acquiror will consummate an Extraordinary Transaction in which each shareholder of the Company would be entitled to receive, in exchange for its Company Common StockShares, then Xxxxxx the same consideration per share as the Holders pursuant to the Bring-Along Transaction. The Third-Party Acquiror shall have submit an offer to the right Company with respect to deliver such Extraordinary Transaction no later than such time as the Offering Holder delivers the Bring-Along Notice to the Company. (d) In the event that the Board (or a written special committee thereof) does not approve the Extraordinary Transaction proposed by the Third-Party Acquiror pursuant to Section 4.2(c) above within 10 calendar days after the Offering Holder delivers the Bring-Along Notice to the Company, the Offering Holder may, within 10 calendar days after the Board's rejection of the offer (or failure to act within such 10 calendar day period), upon notice to the Company, initiate a process for the possible sale of the Company (a the "Buyout NoticeSale Process") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state as set forth in paragraphs (i) that Xxxxxx proposes to effect such transaction, and (ii) below. (i) In the identity event that the Offering Holder notifies the Company of its election to initiate the Sale Process, the Company shall use its reasonable best efforts to solicit offers from interested parties for an alternative Extraordinary Transaction ("Company Sale"). The Offering Holder shall be entitled to participate with the Company in such process, and the Offering Holder and the Company shall fully cooperate with each other in an effort to obtain the highest price for each share of Company Common Shares. The Company shall accept and the Board shall approve the Company Sale offered in such Sale Process that offers the Company's shareholders the most favorable terms, provided that (A) the price offered for the Company Common Shares in such Company Sale is equal to or greater than the price offered by the Third Party Acquiror and (B) an internationally recognized investment bank selected by the Board delivers an opinion to the effect that the consideration offered to the Company's shareholders in such Company Sale is fair from a financial point of view. In the event the Board approves the Company Sale, each of the Third PartyHolders and each 3% Company Transferee shall vote its shares in favor of such transaction and otherwise use its reasonable best efforts to cause such transaction to be consummated. In the event that the Board does not obtain an offer that satisfies both clauses (A) and (B) of this paragraph (i) and the Board does not approve a Company Sale within 6 months following delivery of notice to the Company of the exercise of the Bring-Along Right, the number Offering Holder may require each of the Bring-Along Shareholders to promptly Transfer all of its Company Common Shares to be sold and the proposed purchase price per Share third-party offeror (or, within 60 days of the termination of the Sale Process, to be paid and any other party whose offer price is at least equal to the price offered in the initial proposed Bring-Along Transaction) in such Bring-Along Transaction on the same terms and conditionsconditions that apply to the Offering Holder in connection with such Bring-Along Transaction. Subject to Section 4.3, the Offering Holder may alternatively elect to sell only its Company Common Shares as described in the preceding sentence. (ii) In the event a Holder exercises the Bring-Along Right and neither a Bring-Along Transaction nor a Company Sale is consummated (other than for reasons not within such Holder's reasonable control, such as failure of the Third-Party Acquiror to obtain financing or regulatory obstacles to the transaction), such Holder shall not exercise the Bring-Along Right until the earlier of 12 months after such Holder's last exercise of the Bring-Along Right and December 31, 2007. (iii) The Company shall provide all reasonable cooperation as may be requested by the projected closing date of such sale. Each such Management Investor agrees that, upon receipt Offering Holder in connection with the negotiation and consummation of a Buyout NoticeBring-Along Transaction or Company Sale, each such Management Investor (including, without limitation, providing financial, business and his Permitted Transferees) shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal other information to the percentage of the total number of Shares then held by Xxxxxx Third-Party Acquiror, using its reasonable best efforts to obtain a fairness opinion if required pursuant to Section 4.2(d)(i) and LBHI and their Permitted Transferees to be sold in other customary matters for such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed a transaction; provided, however, that each prior to providing any material confidential information to such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives Third-Party Acquiror, the same per Share consideration as Xxxxxx Company may request that the Third-Party Acquiror enter into a reasonable and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters customary confidentiality agreement relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage of the total number of Shares held by Lockheed Xxxxxx equal to the percentage of the total number of Shares then held by Xxxxxx receipt and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date use of such transactioninformation.

Bring-Along Right. (a) If at any time on time, any Third Person (such Person, a “Third Party Purchaser”) makes a bona fide offer to purchase all or after the first anniversary substantially all of the Effective Date Company or the Interest of Mascoma (a “Sale Transaction”), and prior Mascoma desires in its sole discretion to accept such offer, then, upon the delivery by Mascoma to the consummation other Member(s) of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% of the issued and outstanding Common Stock, then Xxxxxx shall have the right to deliver a 30 days’ written notice (the “Drag-Along Notice”), which Drag-Along Notice shall contain the information set forth below, each such other Member shall be obligated to accept the terms of such Sale Transaction, take all such steps necessary to approve and facilitate such sale, and shall sell, transfer and deliver, or cause to be transferred, and delivered, to such Third Party Purchaser, its entire Interest on the terms of such Sale Transaction (and will deliver such Member’s Interest to be transferred at the closing of the transaction, free and clear of all liens, claims, or encumbrances other than any arising pursuant to this Agreement). Each Member shall be allocated that portion of the aggregate consideration paid by the Third Party Purchaser in the Sale Transaction to all Members that such Member would be allocated if such aggregate consideration were the aggregate amount to be distributed upon a "Buyout Notice") liquidation of the Company (with respect to each Management Investor (Member, such Member’s “Drag-Along Consideration Amount”). Other than with a copy respect to Lockheed Xxxxxx) which each Member’s Drag-Along Consideration Amount, such Sale Transaction shall state be effected on the same terms with respect to all Members as those offered to Mascoma and as further set forth in the Drag-Along Notice. The Drag-Along Notice shall set forth the material terms and conditions of the Sale Transaction, including (i) that Xxxxxx proposes to effect such transactionthe name and address of the Third Party Purchaser, (ii) the identity of the Third Party, the number of Shares aggregate consideration to be sold and received by the proposed purchase price per Share to be paid and any other terms and conditionsMembers for their Interests, and (iii) the projected closing date of such sale. Each such Management Investor agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon the terms and conditions of such transaction payment offered by the Third Party Purchaser and, in the case of consideration in whole or in part other than cash, the fair market value thereof as determined in good faith by the Company’s Board, which determination shall be evidenced by a resolution filed with the Company, (and otherwise take all necessary action to cause consummation iv) a statement that the Third Party Purchaser has been informed of the proposed transaction; provided, however, that each such Management Investor shall only be obligated as rights provided above for in this Section 2.7 if each such Management Investor receives 8.4 and has agreed to purchase the same per Share consideration as Xxxxxx Interests in accordance with the terms hereof and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred bound by Xxxxxx such terms, and LBHI or their Permitted Transferees(v) the approximate date, time and location of the closing of the Transfer of the Interests to the Third Party Purchaser. (b) At any time that Xxxxxx exercises its rights under If Mascoma elects not to deliver to Xxxxxxxx a Drag-Along Notice in connection with a Sale Transaction, then if upon the consummation of such Sale Transaction Mascoma shall have a Percentage Interest of less than 10% (without giving effect to the provisions of this Section 2.78.4(b)), Lockheed Xxxxxx then Mascoma must provide Xxxxxxxx the opportunity to Transfer its Interest to such third party on a pro rata basis (the “Tag Along Right”). Each Member (as between Mascoma and Xxxxxxxx) shall have be allocated that portion of the right, but not aggregate consideration paid by the obligation, to sell Third Party Purchaser in the transaction specified Sale Transaction to such Members in the Buyout Notice at aggregate as that Member would be allocated if such aggregate consideration were the same price and aggregate amount to be distributed with respect to the transferred Interests upon a liquidation of the Company (with respect to each such Member, such Member’s “Tag-Along Consideration Amount”). Other than with respect to each Member’s Tag-Along Consideration Amount, such Sale Transaction shall be effected on the same terms with respect to all Members participating in such Sale Transaction as those offered to Mascoma and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and further set forth in the Management Investors that percentage Drag-Along Notice. Mascoma must give Xxxxxxxx notice of the total number closing of Shares held by Lockheed Xxxxxx equal Sale Transaction to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof which a Tag Along Right relates at least 10 30 days prior to before the proposed closing date (the “Tag Along Notice”). The Tag Along Notice must set forth the identity of the third party, the sale price, and all other material terms and conditions of the offer. If Xxxxxxxx desires to exercise its Tag Along Right, then Xxxxxxxx must give notice of exercise to Mascoma no later than 15 days after delivery of the Tag Along Notice. If Xxxxxxxx fails to exercise its Tag Along Right during such transaction15-day period, such failure shall be deemed to be an election by Xxxxxxxx not to exercise its Tag Along Right.

Bring-Along Right. (a) If at any time on or after the first anniversary Blend Stockholders holding a majority of the Effective Date and prior Equity Securities propose to the consummation of enter into an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to agreement for a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% of the issued and outstanding Common StockCompany Sale, then Xxxxxx such Blend Stockholders shall have the right (a “Bring-Along Right”), but not the obligation, to require each Xx. Xxxxxx Holder to sell to the Third Party Purchaser(s), on the Same Terms and Conditions as apply to the Blend Stockholders exercising their Bring-Along Right, all, but not less than all, of the Xx. Xxxxxx Equity Interests. (b) The Blend Stockholders exercising their Bring-Along Right under this Section 5 shall deliver a written notice (a "Buyout the “Bring-Along Notice"”) to each Management Investor Xx. Xxxxxx Holder. The Bring-Along Notice shall set forth the Third Party Terms. The Bring-Along Notice shall be given at least ten (with a copy to Lockheed Xxxxxx10) which shall state (i) that Xxxxxx proposes to effect such transaction, (ii) business days before the identity closing of the Third Party, the number of Shares to be sold and the proposed purchase price per Share to be paid and any other terms and conditions, and Company Sale. (iiic) the projected closing date of such saleUpon a Xx. Each such Management Investor agrees that, upon Xxxxxx Xxxxxx’s receipt of a Buyout Bring-Along Notice, each such Management Investor (and his Permitted Transferees) Xx. Xxxxxx Holder shall be obligated to sell in all of such transaction holder’s Equity Securities on the Third Party Terms that percentage do not conflict with the Xx. Xxxxxx Conditions. (d) At or promptly following the closing of the Company Sale pursuant to this Section 5, the Third Party Purchaser(s) or Blend shall remit to each Xx. Xxxxxx Holder (i) the consideration for the total number sales price of Shares the Equity Securities held by such Management Investor Xx. Xxxxxx Holder sold pursuant hereto (determined which, in the case of any Convertible Securities, shall be net of the exercise price thereof), minus (ii) such Xx. Xxxxxx Holder’s pro rata portion of (x) any costs to be paid in connection with such Company Sale in accordance with Section 4(d) above and (y) any such consideration to be placed in escrow or otherwise held back in accordance with the Third Party Terms, against transfer of such Equity Securities, free and clear of all liens and encumbrances (other than liens under applicable securities laws or this Agreement), by delivery by such Xx. Xxxxxx Xxxxxx of (A) certificates for the Shares (if certificated) subject to the Bring-Along Right, duly endorsed for Transfer or with duly executed stock powers reasonably acceptable to the Company and such Third Party Purchaser(s), and/or (B) an instrument evidencing the Transfer or the cancellation of any Convertible Securities subject to the Bring-Along Right reasonably acceptable to the Company and such Third Party Purchaser(s), and the compliance by such Xx. Xxxxxx Xxxxxx, subject to the Xx. Xxxxxx Conditions, with any other conditions to closing or payment of the consideration generally applicable to the Blend Stockholders and all Xx. Xxxxxx Holders selling Equity Securities in such transaction. In the event that the proposed Company Sale is not consummated, the Bring-Along Right shall continue to be applicable to any proposed subsequent Company Sale by the Blend Stockholders pursuant to this Section 5. (e) In the event that the Blend Stockholders exercise their Bring-Along Right pursuant to and in accordance with this Section 5, each Xx. Xxxxxx Holder shall raise no objections against such transaction, and each Xx. Xxxxxx Holder shall use commercially reasonable efforts to take all actions that the Board and/or the applicable Blend Stockholders reasonably deem necessary or desirable in connection with the consummation of such transaction; provided that the acquisition of the Equity Securities held by each Xx. Xxxxxx Holder in connection with such transaction and any ancillary agreements entered into with respect thereto shall be on the basis set forth Same Terms and Conditions as the acquisition of the Equity Securities held by the Blend Stockholders in Section 2.6(e)) equal connection with such transaction. Without limiting the generality of the foregoing, each Xx. Xxxxxx Xxxxxx agrees that he, she or it shall, subject to the percentage of the total number of Shares then held by Xx. Xxxxxx Conditions, (i) consent to and LBHI and their Permitted Transferees to be sold raise no objections against such transaction; (ii) execute any purchase agreement, merger agreement or other agreement in connection with such transaction upon setting forth the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction; provided, however, that each such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees)any ancillary agreement with respect thereto; and provided further that in no event shall any Management Investor be required to make any representations (iii) refrain from the exercise of appraisal, dissenters, or provide any indemnities other than on a proportionate basis and other than similar rights with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage of the total number of Shares held by Lockheed Xxxxxx equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date of such transaction.

Bring-Along Right. (a) If at any time on the Company or after the first anniversary one or more of the Effective Date and prior to the consummation of Existing Stockholders receives a bona fide offer from a person or persons not then an Initial Public Offering, Xxxxxx and/or LBHI Affiliate or Affiliates (and/or their Permitted Transferees) proposes to sell Shares to a "Third Party other Purchaser") to purchase Capital Stock representing more than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 3550% of the issued and total number of shares of Common Stock then outstanding Common Stockon a Fully Diluted Basis, then Xxxxxx the Company shall have the right to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) the Manager which shall state (i) that Xxxxxx proposes the Company or such Existing Stockholders propose to effect such transaction, (ii) the identity of the Third Party, the number of Shares to be sold and the proposed purchase price per Share share of Capital Stock to be paid and any other terms and conditionsby the Third Party Purchaser, and (iii) the projected closing date name or names of the Third Party Purchaser, and which attaches a copy of all writings between the Company or such Existing Stockholders and the other parties to such transaction necessary to establish the terms of such saletransaction. Each such Management Investor The manager agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) the Manager shall be obligated to sell in such transaction that a percentage of the total number Manager's shares of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) Stock equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction Bring Along Percentage (as defined below) upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction); providedPROVIDED, howeverHOWEVER, that each such Management Investor the Manager shall only be obligated as provided above in this Section 2.7 5 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other i) more than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage 50% of the total number of Shares held shares of Common Stock then outstanding on a Fully Diluted Basis actually is sold to the Third Party Purchaser pursuant to the terms contained in the Buyout Notice, (ii) the manager receives the same per share (or per share equivalent) consideration as such Existing Stockholders receive in the transaction and (iii) the consideration received by Lockheed Xxxxxx equal to the Manager is in the form of cash or a combination of cash and securities that will become freely tradable in the public securities markets within 180 days of receipt of such consideration by the Manager. The Bring Along Percentage shall be the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees shares of Common Stock outstanding on a Fully Diluted Basis that is actually sold to be sold the Third Party Purchaser pursuant to the terms contained in the Buyout Notice; provided that if, after giving effect to such transaction. The rights sale, the Existing Stockholders would own not more than twenty percent of Lockheed Xxxxxx under this Section 2.7(b) the fully-diluted common equity interests in the Company, the Bring Along Percentage shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date of such transactionone hundred percent.

Bring-Along Right. 7.1 Notwithstanding anything to the contrary herein, if SAI by an Independent Determination approves a proposal, and such proposal is also approved by the holders of Shares other than Elkan Shares (a"Non-Elkan Shares") If by a majority vote of such Non-Elkan Shares (except for shares as to which dissenters rights may be validly exercised), to transfer all Non-Elkan Shares by means of sale, tender offer, contribution, merger, consolidation, share exchange or sale of all or substantially all assets or other disposition to be consummated in a single transfer or a series of related transfers to a single purchaser or a group of purchasers (collectively the "Purchaser") as part of a single transaction or group of related transactions (such transfer transactions being referred to as a "Transfer"), SAI at any time on or after the first anniversary of the Effective Date and prior to the consummation of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% of the issued and outstanding Common Stock, then Xxxxxx Zero Covenant Date shall have the right to deliver a written notice (a "Buyout NoticeBring-Along Right") to each Management Investor (with a copy compel Elkan to Lockheed Xxxxxx) which shall state (i) that Xxxxxx proposes to effect such transaction, (ii) the identity of the Third Party, the number of tender all Elkan Shares to be sold and the proposed purchase price per Share to be paid and any other terms and conditions, and (iii) the projected closing date of such sale. Each such Management Investor agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction; provided, however, that each such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice Purchaser at the same price per Share and upon on the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and apply to the Management Investors that percentage Transfer of the total number of Shares held by Lockheed Xxxxxx equal Non-Elkan Shares. 7.2 If SAI elects to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in exercise such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) Bring-Along Right, it shall be exercisable by delivering written notice thereof notify Elkan at least 10 30 days prior to the date proposed closing date for the Transfer of: (a) SAI's exercise of such transactionBring-Along Right; (b) the identity and address of the Purchaser; (c) the proposed amount and form of consideration and terms of payment offered by the Purchaser; and (d) any other material terms pertaining to the Transfer. 7.3 Neither Elkan nor any holder of Non-Elkan Shares shall be obligated to consummate the sale of any Shares if the Purchaser does not offer to and in fact purchase all of the then issued and outstanding Shares (except for shares as to which dissenters rights may be validly exercised). If the Purchaser offers to purchase all such Shares, the Transfer shall be consummated on the terms and conditions approved by in the Independent Determination. 7.4 Notwithstanding any other provision of this Agreement, if SAI exercises its Bring-Along-Right, the restrictions on the transfer of Restricted Shares set forth in Article 4 and SAI's right to compel a forfeiture or purchase Restricted Shares under Article 5 shall terminate upon consummation of the Transfer and any securities received by Elkan in connection with such Transfer shall not be subject to such restrictions on transfer or rights to compel forfeiture or purchase.

Bring-Along Right. (a) If at any time on or after the first anniversary of the Effective Date and prior to the consummation of ----------------- an Initial Public Offering, Xxxxxx and/or LBHI an Other Xxxxxx Entity (and/or their Permitted Transferees) proposes to sell Shares to a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as (other than (i) the sale of a result number of such sale Shares which (in the aggregate with all other sales of Shares (other than to Permitted Transferees) following the Effective Date by Xxxxxx and LBHI with the Other Xxxxxx Entities (and their Permitted Transferees would cease Transferees)) is not in excess of 2,500,000 Shares (such number of Shares to own at least 35% be adjusted to account for any stock split, combination or similar event by the Company with respect to the Common Stock following the Effective Date) or (ii) sales within 120 days of the issued and outstanding Common Stockdate of this Agreement at or above the Purchase Price), then Xxxxxx shall have the right to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i) that Xxxxxx or ------------- the Other Xxxxxx Entity proposing to make such sale proposes to effect such transaction, (ii) the identity of the Third Party, the number of Shares to be sold and the proposed purchase price per Share to be paid and any other terms and conditions, and (iii) the projected closing date of such sale. Each such Management Investor agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his its Permitted Transferees) shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)and its Permitted Transferees) equal to the percentage of the total number of Shares then held in the aggregate by Xxxxxx, the Other Xxxxxx and LBHI Entities and their Permitted Transferees to be sold in such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction, including making representations and warranties (which may include representations and warranties regarding the Company) and providing indemnifications on a Proportionate Basis); provided, -------- however, that each such Management Investor shall only be obligated as provided above in ------- this Section 2.7 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI the Other Xxxxxx Entities (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any -------- ------- representations or provide any indemnities (i) other than on a proportionate basis Proportionate Basis and (ii) other than with respect to matters relating solely to Xxxxxx and LBHI the Other Xxxxxx Entities (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI the Other Xxxxxx Entities or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage of the total number of Shares held by Lockheed Xxxxxx equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date of such transaction.

Bring-Along Right. (a) If at any time on the Company or after the first anniversary one or more of the Effective Date and prior to Existing Stockholders receives a bona fide offer from a person or persons not then an Affiliate or Affiliates of the consummation of an Initial Public Offering, Xxxxxx and/or LBHI Company or such Existing Stockholders (and/or their Permitted Transferees) proposes to sell Shares to a "Third Party other Purchaser") to purchase Capital Stock representing more than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 3550% of the issued and total number of shares of Common Stock then outstanding Common Stockon a Fully Diluted Basis, then Xxxxxx the Company shall have the right to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) the Purchaser which shall state (i) that Xxxxxx proposes the Company or such Existing Stockholders propose to effect such transaction, (ii) the identity of the Third Party, the number of Shares to be sold and the proposed purchase price per Share share of Capital Stock to be paid and any other terms and conditionsby the Third Party Purchaser, and (iii) the projected closing date name or names of the Third Party Purchaser, and which attaches a copy of all writings between the Company or such Existing Stockholders and the other parties to such transaction necessary to establish the terms of such saletransaction. Each such Management Investor The Purchaser agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) the Purchaser shall be obligated to sell in such transaction that a percentage of the total number its shares of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) Common Stock equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction Bring Along Percentage (as defined below) upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction); provided, however, that each such Management Investor the Purchaser shall only be obligated as provided above in this Section 2.7 8.6 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other i) more than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage 50% of the total number of Shares held shares of Common Stock then outstanding on a Fully Diluted Basis actually is sold to the Third Party Purchaser pursuant to the terms contained in the Buyout Notice, (ii) the Purchaser receives the same per share (or per share equivalent) consideration as the Company or such Existing Stockholders receive in the transaction and (iii) the consideration received by Lockheed Xxxxxx equal to the Purchaser is in the form of cash or a combination of cash and securities that will become freely tradable in the public securities markets within 180 days of receipt of such consideration by the Purchaser. The Bring Along Percentage shall be the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees shares of Common Stock outstanding an a Fully Diluted Basis that is actually sold to be sold the Third Party Purchaser pursuant to the terms contained in the Buyout Notice; provided that if, after giving effect to such transaction. The rights sale, the Existing Stockholders would own not more than twenty percent of Lockheed Xxxxxx under this Section 2.7(b) the fully-diluted common equity interests in the Company, the Bring Along Percentage shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date of such transactionone hundred percent.

Bring-Along Right. (a) If at In the event any time on or after the first anniversary of the Effective Date Hampstead Holders or the Xxxxx Holders proposes an Eligible Bring-Along Transaction, and such Offering Holder is entitled to Transfer all of its shares of Company Common Shares in a transaction with a Third-Party Acquiror pursuant to Section 4.1(b), then such Offering Holder shall also have the right (a "Bring-Along Right"), upon notice no less than 10 business days to the other Holder, the Company and any other party that has become bound by this Section 4.2 (as and to the extent set forth in Section 4.4) (the "Bring-Along Notice"), to require all of such parties (other than the Company and not including the Founders or CEC) (the "Bring-Along Shareholders") to participate in such a transaction and thus cause each Bring-Along Shareholder to dispose of 100% of its shares of Company Common Shares in such transaction on the terms set forth in this Section 4.2 (the "Bring-Along Transaction"), the consideration for which shall be cash and/or Marketable Securities. Notwithstanding the foregoing, no Holder may exercise the Bring-Along Right prior to June 30, 2005, and notice of a Holder's exercise of the Bring-Along Right may not be given after December 31, 2007. (b) In the event that the Offering Holder exercises the Bring-Along Right in accordance with the terms of Section 4.2(a) above, subject to Sections 4.2(c)and 4.2(d) below, each of the Bring-Along Shareholders shall promptly Transfer all of its Company Common Shares to the Third-Party Acquiror on the same terms and conditions that apply to the Offering Holder in connection with the Bring-Along Transaction. Each of the Bring-Along Shareholders and each 5% Company Transferee further agrees to timely take such other actions as the Offering Holder may reasonably request in connection with the approval and consummation of such Bring-Along Transaction, including, without limitation, causing its designees on the Board to approve such transaction, voting all of its Company Common Shares in favor of such transaction, waiving any dissenters' rights, and executing such agreements, powers of attorney, voting proxies, consents or other documents and instruments as may be necessary or desirable to consummate such Bring-Along Transaction. (c) In the event that a Bring-Along Transaction is proposed, the Third-Party Acquiror shall, as a condition to the consummation of an Initial Public Offeringthe Bring-Along Transaction, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to agree that, if a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% majority of the issued and outstanding Board (or a special committee thereof) so approves, the Third-Party Acquiror will consummate an Extraordinary Transaction in which each shareholder of the Company would be entitled to receive, in exchange for its Company Common StockShares, then Xxxxxx the same consideration per share as the Holders pursuant to the Bring-Along Transaction. The Third-Party Acquiror shall have submit an offer to the right Company with respect to deliver such Extraordinary Transaction no later than such time as the Offering Holder delivers the Bring-Along Notice to the Company. (d) In the event that the Board (or a written special committee thereof) does not approve the Extraordinary Transaction proposed by the Third-Party Acquiror pursuant to Section 4.2(c) above within 10 calendar days after the Offering Holder delivers the Bring-Along Notice to the Company, the Offering Holder may, within 10 calendar days after the Board's rejection of the offer (or failure to act within such 10 calendar day period), upon notice to the Company, initiate a process for the possible sale of the Company (a the "Buyout NoticeSale Process") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state as set forth in paragraphs (i) that Xxxxxx proposes to effect such transaction, and (ii) below. (i) In the identity event that the Offering Holder notifies the Company of its election to initiate the Sale Process, the Company shall use its reasonable best efforts to solicit offers from interested parties for an alternative Extraordinary Transaction ("Company Sale"). The Offering Holder shall be entitled to participate with the Company in such process, and the Offering Holder and the Company shall fully cooperate with each other in an effort to obtain the highest price for each share of Company Common Shares. The Company shall accept and the Board shall approve the Company Sale offered in such Sale Process that offers the Company's shareholders the most favorable terms, provided that (A) the price offered for the shares of Company Common Shares in such Company Sale is equal to or greater than the price offered by the Third Party Acquiror and (B) an internationally recognized investment bank selected by the Board delivers an opinion to the effect that the consideration offered to the Company's shareholders in such Company Sale is fair from a financial point of view. In the event the Board approves the Company Sale, each of the Third PartyHolders and each 5% Company Transferee shall vote its shares in favor of such transaction and otherwise use its reasonable best efforts to cause such transaction to be consummated. In the event that the Board does not obtain an offer that satisfies both clauses (A) and (B) of this paragraph (i) and the Board does not approve a Company Sale within 6 months following delivery of notice to the Company of the exercise of the Bring-Along Right, the number Offering Holder may require each of the Bring-Along Shareholders to promptly Transfer all of its Company Common Shares to be sold and the proposed purchase price per Share third-party offeror (or, within 60 days of the termination of the Sale Process, to be paid and any other party whose offer price is at least equal to the price offered in the initial proposed Bring-Along Transaction) in such Bring-Along Transaction on the same terms and conditionsconditions that apply to the Offering Holder in connection with such Bring-Along Transaction. Subject to Section 4.3, the Offering Holder may alternatively elect to sell only its shares of Company Common Shares as described in the preceding sentence. (ii) In the event a Holder exercises the Bring-Along Right and neither a Bring-Along Transaction nor a Company Sale is consummated (other than for reasons not within such Holder's reasonable control, such as failure of the Third-Party Acquiror to obtain financing or regulatory obstacles to the transaction), such Holder shall not exercise the Bring-Along Right until the earlier of 12 months after such Holder's last exercise of the Bring-Along Right and December 31, 2007. (iii) The Company shall provide all reasonable cooperation as may be requested by the projected closing date of such sale. Each such Management Investor agrees that, upon receipt Offering Holder in connection with the negotiation and consummation of a Buyout NoticeBring-Along Transaction or Company Sale, each such Management Investor (including, without limitation, providing financial, business and his Permitted Transferees) shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal other information to the percentage of the total number of Shares then held by Xxxxxx Third-Party Acquiror, using its reasonable best efforts to obtain a fairness opinion if required pursuant to Section 4.2(d)(i) and LBHI and their Permitted Transferees to be sold in other customary matters for such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed a transaction; provided, however, that each prior to providing any material confidential information to such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives Third-Party Acquiror, the same per Share consideration as Xxxxxx Company may request that the Third-Party Acquiror enter into a reasonable and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters customary confidentiality agreement relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage of the total number of Shares held by Lockheed Xxxxxx equal to the percentage of the total number of Shares then held by Xxxxxx receipt and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date use of such transactioninformation.

Bring-Along Right. (a) If at In the event any time on or after the first anniversary of the Effective Date Hampstead Holders or the Hicks Holders proposes an Eligible Bring-Along Transaction, and sxxx Xffering Holder is entitled to Transfer all of its shares of Company Common Shares in a transaction with a Third-Party Acquiror pursuant to Section 4.1(b), then such Offering Holder shall also have the right (a "Bring-Along Right"), upon notice no less than 10 business days to the other Holder, the Company and any other party that has become bound by this Section 4.2 (as and to the extent set forth in Section 4.4) (the "Bring-Along Notice"), to require all of such parties (other than the Company and not including the Founders or CEC) (the "Bring-Along Shareholders") to participate in such a transaction and thus cause each Bring-Along Shareholder to dispose of 100% of its shares of Company Common Shares in such transaction on the terms set forth in this Section 4.2 (the "Bring-Along Transaction"), the consideration for which shall be cash and/or Marketable Securities. Notwithstanding the foregoing, no Holder may exercise the Bring-Along Right prior to June 30, 2005, and notice of a Holder's exercise of the Bring-Along Right may not be given after December 31, 2007. (b) In the event that the Offering Holder exercises the Bring-Along Right in accordance with the terms of Section 4.2(a) above, subject to Sections 4.2(c)and 4.2(d) below, each of the Bring-Along Shareholders shall promptly Transfer all of its Company Common Shares to the Third-Party Acquiror on the same terms and conditions that apply to the Offering Holder in connection with the Bring-Along Transaction. Each of the Bring-Along Shareholders and each 5% Company Transferee further agrees to timely take such other actions as the Offering Holder may reasonably request in connection with the approval and consummation of such Bring-Along Transaction, including, without limitation, causing its designees on the Board to approve such transaction, voting all of its Company Common Shares in favor of such transaction, waiving any dissenters' rights, and executing such agreements, powers of attorney, voting proxies, consents or other documents and instruments as may be necessary or desirable to consummate such Bring-Along Transaction. (c) In the event that a Bring-Along Transaction is proposed, the Third-Party Acquiror shall, as a condition to the consummation of an Initial Public Offeringthe Bring-Along Transaction, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to agree that, if a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% majority of the issued and outstanding Board (or a special committee thereof) so approves, the Third-Party Acquiror will consummate an Extraordinary Transaction in which each shareholder of the Company would be entitled to receive, in exchange for its Company Common StockShares, then Xxxxxx the same consideration per share as the Holders pursuant to the Bring-Along Transaction. The Third-Party Acquiror shall have submit an offer to the right Company with respect to deliver such Extraordinary Transaction no later than such time as the Offering Holder delivers the Bring-Along Notice to the Company. (d) In the event that the Board (or a written special committee thereof) does not approve the Extraordinary Transaction proposed by the Third-Party Acquiror pursuant to Section 4.2(c) above within 10 calendar days after the Offering Holder delivers the Bring-Along Notice to the Company, the Offering Holder may, within 10 calendar days after the Board's rejection of the offer (or failure to act within such 10 calendar day period), upon notice to the Company, initiate a process for the possible sale of the Company (a the "Buyout NoticeSale Process") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state as set forth in paragraphs (i) that Xxxxxx proposes to effect such transaction, and (ii) below. (i) In the identity event that the Offering Holder notifies the Company of its election to initiate the Sale Process, the Company shall use its reasonable best efforts to solicit offers from interested parties for an alternative Extraordinary Transaction ("Company Sale"). The Offering Holder shall be entitled to participate with the Company in such process, and the Offering Holder and the Company shall fully cooperate with each other in an effort to obtain the highest price for each share of Company Common Shares. The Company shall accept and the Board shall approve the Company Sale offered in such Sale Process that offers the Company's shareholders the most favorable terms, provided that (A) the price offered for the shares of Company Common Shares in such Company Sale is equal to or greater than the price offered by the Third Party Acquiror and (B) an internationally recognized investment bank selected by the Board delivers an opinion to the effect that the consideration offered to the Company's shareholders in such Company Sale is fair from a financial point of view. In the event the Board approves the Company Sale, each of the Third PartyHolders and each 5% Company Transferee shall vote its shares in favor of such transaction and otherwise use its reasonable best efforts to cause such transaction to be consummated. In the event that the Board does not obtain an offer that satisfies both clauses (A) and (B) of this paragraph (i) and the Board does not approve a Company Sale within 6 months following delivery of notice to the Company of the exercise of the Bring-Along Right, the number Offering Holder may require each of the Bring-Along Shareholders to promptly Transfer all of its Company Common Shares to be sold and the proposed purchase price per Share third-party offeror (or, within 60 days of the termination of the Sale Process, to be paid and any other party whose offer price is at least equal to the price offered in the initial proposed Bring-Along Transaction) in such Bring-Along Transaction on the same terms and conditionsconditions that apply to the Offering Holder in connection with such Bring-Along Transaction. Subject to Section 4.3, the Offering Holder may alternatively elect to sell only its shares of Company Common Shares as described in the preceding sentence. (ii) In the event a Holder exercises the Bring-Along Right and neither a Bring-Along Transaction nor a Company Sale is consummated (other than for reasons not within such Holder's reasonable control, such as failure of the Third-Party Acquiror to obtain financing or regulatory obstacles to the transaction), such Holder shall not exercise the Bring-Along Right until the earlier of 12 months after such Holder's last exercise of the Bring-Along Right and December 31, 2007. (iii) The Company shall provide all reasonable cooperation as may be requested by the projected closing date of such sale. Each such Management Investor agrees that, upon receipt Offering Holder in connection with the negotiation and consummation of a Buyout NoticeBring-Along Transaction or Company Sale, each such Management Investor (including, without limitation, providing financial, business and his Permitted Transferees) shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal other information to the percentage of the total number of Shares then held by Xxxxxx Third-Party Acquiror, using its reasonable best efforts to obtain a fairness opinion if required pursuant to Section 4.2(d)(i) and LBHI and their Permitted Transferees to be sold in other customary matters for such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed a transaction; provided, however, that each prior to providing any material confidential information to such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives Third-Party Acquiror, the same per Share consideration as Xxxxxx Company may request that the Third-Party Acquiror enter into a reasonable and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters customary confidentiality agreement relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage of the total number of Shares held by Lockheed Xxxxxx equal to the percentage of the total number of Shares then held by Xxxxxx receipt and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date use of such transactioninformation.

Bring-Along Right. (a) If at In the event that either the 1947/1945 Holders or the Hicks Holders propose an Eligible Bring-Along Transaction, and such Oxxxxxng Holder is entitled to Transfer all of its Company Common Shares in a transaction with a Third-Party Acquiror pursuant to Section 4.1(b), then such Offering Holder shall also have the right (a "Bring-Along Right"), upon notice no less than 10 business days to the other Holder, the Company and any time other party that has become bound by this Section 4.2 (as and to the extent set forth in Section 4.4) (the "Bring-Along Notice"), to require all of such parties (other than the Company and not including the Founders or CEC) (the "Bring-Along Shareholders") to participate in such a transaction and thus cause each Bring-Along Shareholder to dispose of 100% of its Company Common Shares in such transaction on or after the first anniversary terms set forth in this Section 4.2 (the "Bring-Along Transaction"), the consideration for which shall be cash and/or Marketable Securities. Notwithstanding the foregoing, no Holder may exercise the Bring-Along Right prior to June 30, 2005, and notice of a Holder's exercise of the Effective Date Bring-Along Right may not be given after December 31, 2007. (b) In the event that the Offering Holder exercises the Bring-Along Right in accordance with the terms of Section 4.2(a) above, subject to Sections 4.2(c) and prior 4.2(d) below, each of the Bring-Along Shareholders shall promptly Transfer all of its Company Common Shares to the Third-Party Acquiror on the same terms and conditions that apply to the Offering Holder in connection with the Bring-Along Transaction. Each of the Bring-Along Shareholders and each 3% Company Transferee further agrees to timely take such other actions as the Offering Holder may reasonably request in connection with the approval and consummation of such Bring-Along Transaction, including, without limitation, causing its designees on the Board to approve such transaction, voting all of its Company Common Shares in favor of such transaction, waiving any dissenters' rights, and executing such agreements, powers of attorney, voting proxies, consents or other documents and instruments as may be necessary or desirable to consummate such Bring-Along Transaction. (c) In the event that a Bring-Along Transaction is proposed, the Third-Party Acquiror shall, as a condition to the consummation of an Initial Public Offeringthe Bring-Along Transaction, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to agree that, if a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% majority of the issued and outstanding Board (or a special committee thereof) so approves, the Third-Party Acquiror will consummate an Extraordinary Transaction in which each shareholder of the Company would be entitled to receive, in exchange for its Company Common StockShares, then Xxxxxx the same consideration per share as the Holders pursuant to the Bring-Along Transaction. The Third-Party Acquiror shall have submit an offer to the right Company with respect to deliver such Extraordinary Transaction no later than such time as the Offering Holder delivers the Bring-Along Notice to the Company. (d) In the event that the Board (or a written special committee thereof) does not approve the Extraordinary Transaction proposed by the Third-Party Acquiror pursuant to Section 4.2(c) above within 10 calendar days after the Offering Holder delivers the Bring-Along Notice to the Company, the Offering Holder may, within 10 calendar days after the Board's rejection of the offer (or failure to act within such 10 calendar day period), upon notice to the Company, initiate a process for the possible sale of the Company (a the "Buyout NoticeSale Process") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state as set forth in paragraphs (i) that Xxxxxx proposes to effect such transaction, and (ii) below. (i) In the identity event that the Offering Holder notifies the Company of its election to initiate the Sale Process, the Company shall use its reasonable best efforts to solicit offers from interested parties for an alternative Extraordinary Transaction ("Company Sale"). The Offering Holder shall be entitled to participate with the Company in such process, and the Offering Holder and the Company shall fully cooperate with each other in an effort to obtain the highest price for each share of Company Common Shares. The Company shall accept and the Board shall approve the Company Sale offered in such Sale Process that offers the Company's shareholders the most favorable terms, provided that (A) the price offered for the Company Common Shares in such Company Sale is equal to or greater than the price offered by the Third Party Acquiror and (B) an internationally recognized investment bank selected by the Board delivers an opinion to the effect that the consideration offered to the Company's shareholders in such Company Sale is fair from a financial point of view. In the event the Board approves the Company Sale, each of the Third PartyHolders and each 3% Company Transferee shall vote its shares in favor of such transaction and otherwise use its reasonable best efforts to cause such transaction to be consummated. In the event that the Board does not obtain an offer that satisfies both clauses (A) and (B) of this paragraph (i) and the Board does not approve a Company Sale within 6 months following delivery of notice to the Company of the exercise of the Bring-Along Right, the number Offering Holder may require each of the Bring-Along Shareholders to promptly Transfer all of its Company Common Shares to be sold and the proposed purchase price per Share third-party offeror (or, within 60 days of the termination of the Sale Process, to be paid and any other party whose offer price is at least equal to the price offered in the initial proposed Bring-Along Transaction) in such Bring-Along Transaction on the same terms and conditionsconditions that apply to the Offering Holder in connection with such Bring-Along Transaction. Subject to Section 4.3, the Offering Holder may alternatively elect to sell only its Company Common Shares as described in the preceding sentence. (ii) In the event a Holder exercises the Bring-Along Right and neither a Bring-Along Transaction nor a Company Sale is consummated (other than for reasons not within such Holder's reasonable control, such as failure of the Third-Party Acquiror to obtain financing or regulatory obstacles to the transaction), such Holder shall not exercise the Bring-Along Right until the earlier of 12 months after such Holder's last exercise of the Bring-Along Right and December 31, 2007. (iii) The Company shall provide all reasonable cooperation as may be requested by the projected closing date of such sale. Each such Management Investor agrees that, upon receipt Offering Holder in connection with the negotiation and consummation of a Buyout NoticeBring-Along Transaction or Company Sale, each such Management Investor (including, without limitation, providing financial, business and his Permitted Transferees) shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal other information to the percentage of the total number of Shares then held by Xxxxxx Third-Party Acquiror, using its reasonable best efforts to obtain a fairness opinion if required pursuant to Section 4.2(d)(i) and LBHI and their Permitted Transferees to be sold in other customary matters for such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed a transaction; provided, however, that each prior to providing any material confidential information to such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives Third-Party Acquiror, the same per Share consideration as Xxxxxx Company may request that the Third-Party Acquiror enter into a reasonable and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters customary confidentiality agreement relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage of the total number of Shares held by Lockheed Xxxxxx equal to the percentage of the total number of Shares then held by Xxxxxx receipt and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date use of such transactioninformation.

Bring-Along Right. (a) If In the event that one or more Selling Stockholders owning at any time on or after the first anniversary least 60% of the Effective Date and prior to the consummation number of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to outstanding shares of Common Stock receives a bona fide offer from a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as Purchaser to purchase (including a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own purchase by merger) at least 3590% of the issued and outstanding Common StockOutstanding Fully Diluted Shares, then Xxxxxx shall have the right to deliver a Selling Stockholders may send written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i) that Xxxxxx proposes to effect such transaction, (ii) the identity of the Third Party, the number of Shares to be sold Company and the proposed purchase price per Share other Stockholders notifying the other Stockholders that they will be required to sell the same percentage (which percentage shall be paid and any other terms and conditions, and specified in such Buyout Notice) (iiithe "Designated Percentage") the projected closing date of their Fully Diluted Shares in such sale. Each such Management Investor agrees that, upon . (b) Upon receipt of a Buyout Notice, each Stockholder receiving such Management Investor (and his Permitted Transferees) notice shall be obligated obligated: (i) to sell the Designated Percentage of such Stockholder's Shares in such the transaction that percentage of (including a sale or merger) contemplated by the total number of Shares held by such Management Investor (determined Buyout Notice on the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon the same terms and conditions as the Selling Stockholders; (ii) to sell the Designated Percentage of such Stockholder's Convertible Securities (which shall be calculated based on the number of shares of Common Stock issuable upon conversion, exercise or exchange of such Convertible Securities) in the transaction (including a sale or merger) contemplated by the Buyout Notice on the same terms and conditions as Selling Stockholders, subject to appropriate adjustment to reflect terms of such Convertible Security with respect to conversion, exercise or exchange thereof into shares of Common Stock; (iii) to provide for the payment by such Stockholder of such Stockholder's pro rata portion of all costs associated with such transaction, in the proportion that the number of Fully Diluted Shares owned by such Stockholder bears to the number of Outstanding Fully Diluted Shares; and (iv) otherwise to take all necessary action to cause the consummation of such transaction, including voting its Shares in favor of such transaction and not exercising any appraisal rights in connection therewith. (c) Each Stockholder further agrees to (i) take all actions (including executing documents) in connection with the consummation of the proposed transaction; providedtransaction as may reasonably be requested of it by the Selling Stockholders and (ii) appoint the Selling Stockholders as its attorneys-in-fact to do the same on its behalf. (d) In the event a contract with respect to the transaction contemplated by the Buyout Notice has not been entered into within the 90 days after the date of delivery of the Buyout Notice, the obligations of the Stockholders under this Section 2.5 with respect to such Buyout Notice shall terminate, subject, however, that each such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives to the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage right of the total number of Shares held by Lockheed Xxxxxx equal Selling Stockholders to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date of such transactiondeliver a further Buyout Notice.

Bring-Along Right. (a) If at In the event that any time on or after the first anniversary of the Effective Date and prior to the consummation of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to Cypress Member receives a bona fide offer from a Third Party other than an Affiliate in any bona fide arm's-length transaction Purchaser to purchase (including a purchase by merger or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own otherwise) either (i) at least 3575% of the issued and outstanding Common StockFully Diluted Shares or (ii) 100% of the Cypress Members' then aggregate ownership interest in Parent, then Xxxxxx shall have in each case, on arm's length terms, Cypress Members holding a majority of the right to deliver a Cypress Members' Shares may send written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i) that Xxxxxx proposes to effect such transaction, (ii) the identity of the Third Party, the number of Shares to be sold Parent and the proposed purchase price per Share other Stockholders (the "Bring-Along Stockholders") notifying the Bring-Along Stockholders that they will be required to sell the same percentage (which percentage shall be paid and any other terms and conditions, and specified in such Buyout Notice) (iiithe "Designated Percentage") the projected closing date of their Shares in such sale. Each such Management Investor agrees that, upon . (b) Upon receipt of a Buyout Notice, each Bring-Along Stockholder receiving such Management Investor (and his Permitted Transferees) notice shall be obligated obligated, subject to paragraph (c) below: (i) to sell the Designated Percentage of such Bring-Along Stockholder's Shares in such the transaction that percentage of (including a sale or merger) contemplated by the total number of Shares held by such Management Investor (determined Buyout Notice on the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon the same economic terms and conditions as the selling Cypress Member(s), including form of consideration; (ii) to sell the Designated Percentage of such Bring-Along Stockholder's Convertible Securities (which shall be calculated based on the number of shares of Common Stock issuable upon conversion, exercise or exchange of such Convertible Securities) in the transaction (including a sale or merger) contemplated by the Buyout Notice on the same economic terms and conditions as the selling Cypress Member(s), including form of consideration, subject to appropriate adjustment to reflect terms of such Convertible Security with respect to conversion, exercise or exchange thereof into shares of Common Stock; and (iii) otherwise to take all necessary action to cause the consummation of such transaction, including voting its Shares in favor of such transaction and not exercising any appraisal rights in connection therewith. (c) Each Bring-Along Stockholder further agrees to (i) take all actions (including executing documents) in connection with the consummation of the proposed transaction; provided, however, that each such Management Investor shall only transaction as may reasonably be obligated requested of it by any Cypress Member and (ii) appoint any Cypress Member as provided above in this Section 2.7 if each such Management Investor receives its attorney-in-fact to do the same per Share consideration as Xxxxxx and LBHI on its behalf; provided that the documents to be executed in connection with the sale of the Bring-Along Stockholder's Shares shall not require any Bring-Along Stockholder to (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required A) provide a non-competition covenant or restrict its ability to make investments in any business, (B) accept salary in lieu of any amount which is reasonably attributable to the purchase price, (C) make representations or warranties or provide indemnities regarding any other Stockholder, (D) (D) provide indemnities (except with respect to representations and warranties made as to itself and its conduct and status (and that of its Affiliates (other than Parent and its subsidiaries)) other than on a proportionate pro rata basis (based upon such Bring-Along Stockholder's portion of Shares and other than Convertible Securities sold in the transaction) or (E) agree to indemnities that exceed the proceeds received by such Bring-Along Stockholder in connection with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transfereessale. (bd) At Each Cypress Member further agrees that, in the event any time that Xxxxxx exercises its rights under of the consideration received by a Bring-Along Stockholder in connection with a transaction covered by this Section 2.72.5 consists of Illiquid Consideration, Lockheed Xxxxxx shall have the rightthen such Cypress Member shall, but not the obligation, to sell in the transaction specified event it disposes of such Illiquid Consideration, provide each Bring-Along Stockholder an opportunity to participate in such disposition on a pro rata basis with all Stockholders (based on the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage of the total number of Shares held by Lockheed Xxxxxx equal a Bring-Along Stockholder as compared to all participating Stockholders). (e) In the event a contract with respect to the percentage transaction contemplated by the Buyout Notice has not been entered into within the 270 days after the date of delivery of the total number Buyout Notice, the obligations of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx the Stockholders under this Section 2.7(b) 2.5 with respect to such Buyout Notice shall be exercisable by delivering written notice thereof at least 10 days prior terminate, subject, however, to the proposed closing date right of such any Cypress Member to deliver a further Buyout Notice with respect to a subsequent transaction. (f) Parent or its subsidiaries shall pay all costs and expenses associated with any transaction contemplated by this Section 2.5.

Bring-Along Right. (a) If at At any time on or after prior to a Qualified IPO, in the first anniversary event that holders of at least seventy five (75) percent of the Effective Date and prior Company's outstanding shares (the "PROPOSING SHAREHOLDERS") shall accept in writing a detailed offer by any person or persons, to purchase all of the Company's securities or shares, as the case may be (the "PURCHASE OFFER"), then all remaining shareholders (in this Article the "REMAINING SHAREHOLDERS"), shall be compelled to sell their securities in the Company pursuant to the consummation of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% terms of the issued and outstanding Common Stock, then Xxxxxx shall have the right to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i) that Xxxxxx proposes to effect such transaction, (ii) the identity of the Third Party, the number of Shares to be sold and the proposed purchase price per Share to be paid and any other terms and conditions, and (iii) the projected closing date of such sale. Each such Management Investor agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction; provided, however, that each such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted TransfereesPurchase Offer. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage closing of the total number of Shares held by Lockheed Xxxxxx equal to the percentage of the total number of Shares then held by Xxxxxx proposed transaction (which date, place and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) time shall be exercisable designated by delivering written notice thereof the Proposing Shareholders and provided to such Remaining Shareholders in writing at least 10 five (5) business days prior thereto), each such Remaining Shareholders shall (if required by the Proposing Shareholders or the Company), deliver certificates evidencing all his or her securities, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the proposed closing purchaser, duly executed by such holder, free and clear of any liens, against delivery of the purchase price therefor. CALLS (a) A member shall not be entitled to receive dividends nor to use any right a member has, unless he has paid all the calls that shall be made from time to time, with respect of money unpaid on all of his shares, whether he is the sole holder or holds the shares together with another person, in addition to interest and expenses if there shall be any. (b) The Directors may, subject to the provisions of these Articles, make calls upon the members from time to time in respect of any moneys unpaid on their shares, as they shall determine proper, upon the condition that there shall be given prior notice of fourteen (14) days on every call and each member shall be obligated to pay the total amount requested from him, or the installment on account of the call (if there shall so be) at the times and places to be determined by the Directors. (c) The calls for payment shall be deemed to have been requested from the date the Directors shall have decided upon the calls for payment. (d) The joint holders of a share shall be jointly and severally liable to pay the calls for payment in full and the installment on account, in connection with such calls. (e) If a sum called in respect of a share is not duly paid, the holders of the share or the person to whom it has been issued shall be liable to pay interest and linkage differentials (the "INTEREST") upon the amount of the call or the payments on account, as determined by the Board of Directors, commencing from the day designated for the payment thereof to the time of actual payment, but the Directors shall be at liberty to waive payment of that Interest, in whole or in part. (f) Any amount that according to the condition of issuance of a share must be paid at the time of issuance or at a fixed date, whether on account of the nominal value of the share or as premium, shall be deemed for the purposes of these Articles to be a call of payment that was duly made and the date of payment shall be the date designated for payment. In the event of non-payment of such transactionamount, all of the Articles herein dealing with payment of interest, expenses, forfeiture, pledge and the like and all the other Articles connected therewith, shall apply, as if this sum had been duly requested and notice had been given, as aforesaid. (g) The Directors may make arrangements at the time of issue of shares for a difference between the holders with respect to the amount of calls to be paid and the times of payment, and the rate of Interest. (h) The Directors may, if they think fit, receive from any member willing to pay in advance all of the monies or a part thereof that shall be due on account of his shares, in addition to any amounts for which payment has been requested, and they shall be permitted to pay such member interest at the rate the Directors and such member shall agree upon, for the amounts paid in advance as aforesaid, or upon the part thereof which is in excess of the amounts for which payment was at the time requested on account of his shares, in addition to paying dividends that will be paid for that part of the shares which has been paid in advance. FORFEITURE OF SHARES

Bring-Along Right. (a) If at any time on or after the first anniversary of the Effective Date and prior to the consummation of an Initial Public Offering, Xxxxxx and/or LBHI an Other Xxxxxx Entity (and/or their Permitted Transferees) proposes to sell Shares to a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as (other than a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% of the issued and outstanding Common StockPublic Offering), then Xxxxxx shall have the right to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i) ------------- that Xxxxxx or the Other Xxxxxx Entity proposing to make such Transfer proposes to effect such transaction, (ii) the identity of the Third Party, the number of Shares to be sold and the proposed purchase price per Share to be paid and any other terms and conditions, and (iii) the projected closing date of such sale. Each such Management Investor agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (and his Permitted Transferees) (determined on the basis set forth in Section 2.6(e2.6(f)) equal to the percentage of the total number of Shares then held in the aggregate by Xxxxxx, the Other Xxxxxx and LBHI Entities and their Permitted Transferees to be sold in such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction, including making representations and warranties (e.g., as to title and absence of liens) and providing related ---- indemnifications relating to the Shares owned by such Management Investor (and his Permitted Transferees); provided, however, that each such Management Investor -------- ------- shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI the Other Xxxxxx Entities (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage of the total number of Shares held by Lockheed Xxxxxx equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date of such transaction.

Bring-Along Right. (a) If 4.2.1 Subject to Section 4.1 hereof, if, at any time on or after the first anniversary expiration of the Effective Date and Right Period, but prior to the consummation closing of an Initial Public Offeringa Company IPO, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes the Xxxxxxxxx Parties agree to sell Shares all (but not less than all) of the Right Securities to a Third Party other than any third Person that is not an Affiliate in any bona fide arm'sof Xxxxxxxxx Inc. (the “Bring-length transaction or series Along Purchaser”), the Xxxxxxxxx Parties may give written notice to FMC of related transactions its intent to exercise its rights under this Section 4.2 (the “Bring-Along Notice”). The Bring-Along Notice shall include the material terms and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% conditions of the issued and outstanding Common Stocksale to the Bring-Along Purchaser, then Xxxxxx shall have the right to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state including (i) that Xxxxxx proposes to effect such transactionthe name and address of the proposed transferee, (ii) the identity proposed amount and form of the Third Partyconsideration (and if such consideration consists in part or in whole of property other than cash, the number of Shares Xxxxxxxxx Parties will provide such information, to be sold and the proposed purchase price per Share extent reasonably available to be paid and any other terms and conditionsthe Xxxxxxxxx Parties, relating to such non-cash consideration) and (iii) the projected closing proposed date of such sale. Each such Management Investor agrees thatthe Bring-Along Right Closing, upon which date shall be a Business Day and shall not be less than 20 calendar days nor more than 90 calendar days after the date the Bring-Along Notice is delivered. 4.2.2 Upon receipt of a Buyout the Bring-Along Notice, each such Management Investor (and his Permitted Transferees) FMC shall be obligated to sell deliver at the Bring-Along Right Closing a certificate or certificates evidencing the FMC Interest with a Unit transfer power executed in such transaction that percentage blank and shall thereby convey all of its right, title and interest in the total number FMC Interest, free and clear of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal any Liens, to the percentage of Bring-Along Purchaser. In addition, FMC shall be obligated (i) to enter into customary agreements together with the total number of Shares then held by Xxxxxx Xxxxxxxxx Parties relating to the transaction contemplated in the Bring-Along Notice (the “Bring-Along Transaction”), (ii) to agree to make to the Bring-Along Purchaser the same representations, warranties, covenants (other than standstill, non-compete and LBHI non-solicitation provisions and their Permitted Transferees licenses or any other covenant that would require FMC to be sold restrict or limit its or its Affiliates’ business activities in such transaction upon any material respect) and indemnities as the terms and conditions of such transaction (and otherwise take all necessary action Xxxxxxxxx Parties agree to cause consummation of make in connection with the proposed transactionBring-Along Transaction; provided, however, that each such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor unless agreed to by FMC, FMC will not be required to make any representations and warranties or provide indemnities pursuant to any indemnities agreement entered into to effect the Bring-Along Transaction other than on a proportionate basis representations and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as warranties related to title and ownership of the Units owned by FMC, consents, authority, power and legal right to Shares enter into and consummate such agreements, and, in the event an escrow is established to secure breaches of representations and warranties, FMC will participate pro-rata in such escrow based on its ownership of Units, but its obligations under such escrow shall only be transferred by Xxxxxx for the purpose of providing a remedy for any breach of the representations and LBHI or their Permitted Transfereeswarranties and indemnification obligations of FMC. (b) At any time that Xxxxxx exercises its rights under 4.2.3 The obligations of FMC pursuant to this Section 2.74.2 are subject to the following conditions: 4.2.3.1 FMC and the Xxxxxxxxx Parties shall receive the same type and amount of consideration, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price time, on a per Unit basis, from the Bring-Along Transaction; and 4.2.3.2 any expenses incurred by FMC or the Xxxxxxxxx Parties in relation to the Bring-Along Transaction as well as any indemnities, holdbacks, escrows and upon similar items relating to the same terms and conditions as Xxxxxx and/or LBHI Bring-Along Transaction that are not paid or established by the Company (and/or their Permitted Transferees) and the Management Investors other than those that percentage relate to representations or indemnities concerning FMC’s valid ownership of the total number of Shares held by Lockheed Xxxxxx equal to FMC Interest or the percentage Xxxxxxxxx Party’s valid ownership of the total number Right Securities free and clear of Shares then held by Xxxxxx all liens, claims or encumbrances, or FMC’s or each of the Xxxxxxxxx Party’s authority, power and LBHI legal right to enter into and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(bconsummate the Bring-Along Transaction) shall be exercisable paid or established by delivering written notice thereof at least 10 days prior FMC and the Xxxxxxxxx Parties in accordance with their respective ownership of the Units; provided, however, that notwithstanding anything in this Section 4.2.3.1 to the proposed closing date contrary, any liability relating to representations and warranties (and related indemnities) and other indemnification obligations shall not exceed the proceeds received by FMC in the Bring-Along Transaction; and provided further, however, that FMC’s obligations under any such holdback, escrow or similar item shall only apply for the purpose of such transactionproviding a remedy for any breach of a representation or warranty provided by or other indemnification obligation agreed to by FMC.

Bring-Along Right. If General Atlantic Partners 41, L.P., a Delaware limited partnership (a"GAP LP"), GAP Coinvestment Partners, L.P., a New York limited partnership ("GAP Coinvestment"), Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxx and Xxxxxxx Xxxx (the "EXE Stockholders" and collectively with GAP LP and GAP Coinvestment, the "Major Stockholders") If at any time on shall have received a bona fide offer from a person or after the first anniversary other entity that is not an affiliate of the Effective Date and prior a Major Stockholder (or shall have entered into a bona fide written agreement with such person or entity) relating to the consummation sale to such person or entity of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to a Third Party other than an Affiliate in any bona fide arm's-length transaction all or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% substantially all of the issued and outstanding Common Stocksecurities of the Company held by the Major Stockholders (the "Sale"), then Xxxxxx the Major Stockholders shall have the right be entitled to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i) the Stockholder stating that Xxxxxx proposes they propose to effect (or cause the Company to effect) such transaction, (ii) and specifying the identity name and address of the Third Partyproposed parties to such transaction, the number consideration payable in connection therewith, and attaching a copy of Shares to be sold all writings between the Major Stockholders (or the Company) and the proposed purchase price per Share other parties to be paid and any other such transaction necessary to establish the terms and conditions, and (iii) the projected closing date of such saletransaction. Each such Management Investor The Stockholder agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) it, he, or she shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on it, him, or her and to use its, his or her best efforts to cause the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held owned by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the Company to consummate the proposed transaction; provided, howeverincluding voting such Shares in favor of such transaction), that each such Management Investor PROVIDED, that, the Stockholder shall only be obligated as provided above in this Section 2.7 2.2 if each such Management Investor the Stockholder and its, his, or her Permitted Transferee receives the same per Share consideration as Xxxxxx the Major Stockholders and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities all other than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have stockholders selling shares of the right, but not the obligation, to sell Company in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage of the total number of Shares held by Lockheed Xxxxxx equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date of such transactionSale.

Bring-Along Right. If the Genstar Parties propose the Transfer, and the Board approves such Transfer, of Capital Stock equaling at least fifty (a) If at any time on or after the first anniversary 50)% of the Effective Date Capital Stock collectively held (directly or indirectly) by the Genstar Parties to a purchaser that is not an Affiliate of any Genstar Party or the Company, in each case by way of any sale of Capital Stock, merger, consolidation, business combination, reorganization or recapitalization (each, a “Genstar Approved Sale”), each other Stockholder shall, upon the request of such Genstar Party (provided, that such request is made to each other Stockholder), (i) vote for, consent to, raise no objections to, and prior to take all actions required, necessary or desirable in connection with the consummation of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and the Genstar Approved Sale as a result of reasonably requested by such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% of the issued and outstanding Common Stock, then Xxxxxx shall have the right to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i) that Xxxxxx proposes to effect such transaction, Genstar Party; (ii) Transfer the identity Pro Rata Portion of the Third Party, the number of Shares to be sold and the proposed purchase price per Share to be paid and any other terms and conditions, and (iii) the projected closing date of such sale. Each such Management Investor agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) shall be obligated to sell its Capital Stock being Transferred in such transaction that percentage of the total number of Shares held by such Management Investor (determined Genstar Approved Sale on the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction; provided, however, that each such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI approved by the Board and applicable to such Transfer by the Genstar Parties (and/or their Permitted Transferees) and including the Management Investors that percentage payment of the total number same consideration per share for each share of Shares held by Lockheed Xxxxxx equal Capital Stock sold and as otherwise provided in Section 3.2 below); and (iii) agree to become a party to any proposed agreement for the percentage sale of the total number of Shares then held by Xxxxxx such shares and LBHI and their Permitted Transferees to execute any agreement, certificate or other documents required to be sold executed in connection with such transactionsale. The rights of Lockheed Xxxxxx under this Section 2.7(b) Genstar Parties shall be exercisable by delivering provide each Stockholder with written notice thereof at least 10 ten (10) business days prior to the proposed closing date of consummation of the Genstar Approved Sale, which notice shall describe in reasonable detail the proposed Genstar Approved Sale, including the identity of the proposed transferee, the amount (by class, series or type, as applicable) of Capital Stock proposed to be Transferred to the transferee, the consideration for each class, series or type of Capital Stock being Transferred, any other material terms of the proposed Transfer and the date the Genstar Approved Sale is proposed to be consummated. If such transactionother Stockholders fail to comply with the provisions of this Section 3.1, the Genstar Parties shall be entitled to treat such failure as a breach of this Agreement for which the Genstar Parties shall be entitled to specific performance and/or damages. If the Genstar Parties have the option under the Purchase Agreement to elect the form and amount of consideration to be received in connection with a Genstar Approved Sale, all other Stockholders shall be given the same option.

Bring-Along Right. (a) If 4.2.1 Subject to Section 4.1 hereof, if, at any time on or after the first anniversary expiration of the Effective Date and Right Period, but prior to the consummation closing of an Initial Public Offeringa Company IPO, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes the Xxxxxxxxx Parties agree to sell Shares all (but not less than all) of the Right Securities to a Third Party other than any third Person that is not an Affiliate in any bona fide arm'sof Xxxxxxxxx Inc. (the “Bring-length transaction or series Along Purchaser”), the Xxxxxxxxx Parties may give written notice to FMC of related transactions its intent to exercise its rights under this Section 4.2 (the “Bring-Along Notice”). The Bring-Along Notice shall include the material terms and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% conditions of the issued and outstanding Common Stocksale to the Bring-Along Purchaser, then Xxxxxx shall have the right to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state including (i) that Xxxxxx proposes to effect such transactionthe name and address of the proposed transferee, (ii) the identity proposed amount and form of the Third Partyconsideration (and if such consideration consists in part or in whole of property other than cash, the number of Shares Xxxxxxxxx Parties will provide such information, to be sold and the proposed purchase price per Share extent reasonably available to be paid and any other terms and conditionsthe Xxxxxxxxx Parties, relating to such non-cash consideration) and (iii) the projected closing proposed date of such sale. Each such Management Investor agrees thatthe Bring-Along Right Closing, upon which date shall be a Business Day and shall not be less than 20 calendar days nor more than 90 calendar days after the date the Bring-Along Notice is delivered. 4.2.2 Upon receipt of a Buyout the Bring-Along Notice, each such Management Investor (and his Permitted Transferees) FMC shall be obligated to sell deliver at the Bring-Along Right Closing a certificate or certificates evidencing the FMC Interest with a Unit transfer power executed in such transaction that percentage blank and shall thereby convey all of its right, title and interest in the total number FMC Interest, free and clear of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal any Liens, to the percentage of Bring-Along Purchaser. In addition, FMC shall be obligated (i) to enter into customary agreements together with the total number of Shares then held by Xxxxxx Xxxxxxxxx Parties relating to the transaction contemplated in the Bring-Along Notice (the “Bring-Along Transaction”), (ii) to agree to make to the Bring-Along Purchaser the same representations, warranties, covenants (other than standstill, non-compete and LBHI non-solicitation provisions and their Permitted Transferees licenses or any other covenant that would require FMC to be sold restrict or limit its or its Affiliates’ business activities in such transaction upon any material respect) and indemnities as the terms and conditions of such transaction (and otherwise take all necessary action Xxxxxxxxx Parties agree to cause consummation of make in connection with the proposed transactionBring-Along Transaction; provided, however, that each such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor unless agreed to by FMC, FMC will not be required to make any representations and warranties or provide indemnities pursuant to any indemnities agreement entered into to effect the Bring-Along Transaction other than on a proportionate basis representations and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as warranties related to title and ownership of the Units owned by FMC, consents, authority, power and legal right to Shares enter into and consummate such agreements, and, in the event an escrow is established to secure breaches of representations and warranties, FMC will participate pro-rata in such escrow based on its ownership of Units, but its obligations under such escrow shall only be transferred by Xxxxxx for the purpose of providing a remedy for any breach of the representations and LBHI or their Permitted Transfereeswarranties and indemnification obligations of FMC. (b) At any time that Xxxxxx exercises its rights under 4.2.3 The obligations of FMC pursuant to this Section 2.74.2 are subject to the following conditions: 4.2.3.1 FMC and the Xxxxxxxxx Parties shall receive the same type and amount of consideration, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price time, on a per Unit basis, from the Bring-Along Transaction; and 4.2.3.2 any expenses incurred by FMC or the Xxxxxxxxx Parties in relation to the Bring-Along Transaction as well as any indemnities, holdbacks, escrows and upon similar items relating to the same terms and conditions as Xxxxxx and/or LBHI Bring-Along Transaction that are not paid or established by the Company (and/or their Permitted Transferees) and the Management Investors other than those that percentage relate to representations or indemnities concerning FMC’s valid ownership of the total number of Shares held by Lockheed Xxxxxx equal to FMC Interest or the percentage Xxxxxxxxx Party’s valid ownership of the total number Right Securities free and clear of Shares then held by Xxxxxx all liens, claims or encumbrances, or FMC’s or each of the Xxxxxxxxx Party’s authority, power and LBHI legal right to enter into and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(bconsummate the Bring-Along Transaction) shall be exercisable paid or established by delivering written notice thereof at least 10 days prior FMC and the Xxxxxxxxx Parties in accordance with their respective ownership of the Units; provided, however, that notwithstanding anything in this Section 4.2.3.1 to the proposed closing date - 11 - contrary, any liability relating to representations and warranties (and related indemnities) and other indemnification obligations shall not exceed the proceeds received by FMC in the Bring-Along Transaction; and provided further, however, that FMC’s obligations under any such holdback, escrow or similar item shall only apply for the purpose of such transactionproviding a remedy for any breach of a representation or warranty provided by or other indemnification obligation agreed to by FMC.

Bring-Along Right. (a) If at any time on or after the first anniversary of the Effective Date and prior to the consummation of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to a Third Party other than an Affiliate in any Majority Holder receives a bona fide arm's-length transaction or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease offer from an unaffiliated third party purchaser to own at least 35% purchase more than fifty percent (50%) of the issued and outstanding Common Stock, calculated assuming the conversion of all of the then Xxxxxx issued and outstanding shares of Preferred Stock (including any of such shares that the holder thereof may not yet have the right to convert into shares of Common Stock), which offer the Majority Holder is willing to accept (a "Majority Offer"), such Majority Holder shall have the right to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i) that Xxxxxx proposes to effect such transaction, (ii) cause the identity of the Third Party, the number of Shares to be sold and the proposed purchase price per Share to be paid and any other terms and conditions, and (iii) the projected closing date of such sale. Each such Management Investor agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) shall be obligated Stockholders to sell in such transaction that percentage of the total number of Shares held Stock owned by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal other Stockholders to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon third party purchaser on the terms and conditions of the Majority Offer (a "Majority Sale"), subject to the following provisions: (a) The Majority Holder may exercise its right to cause a Majority Sale by delivering written notice to the other Stockholders (a "Bring-Along Notice") simultaneously with the delivery of a Right of First Refusal Notice pursuant to Section 2.3. The "Offered Shares" for the purposes of such transaction Right of First Refusal Notice shall be all of the Stock held by the Majority Holder as of the date of the Bring-Along Notice and the price for such Offered Shares shall be the per share price specified in the Majority Offer. In the event that Santera or the non-selling Qualifying Stockholders timely exercise their right of first refusal as provided in Section 2.3 to purchase all (and otherwise take all necessary action not less than all) of the Offered Stock, Santera and/or such non-selling Qualifying Stockholders shall purchase, or cause to cause be purchased, the Offered Shares from the Majority Holder and, upon consummation of such purchase, the proposed transaction; provided, however, that each such Management Investor Majority Holder shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and provided have no further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage of the total number of Shares held by Lockheed Xxxxxx equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date of such transaction2.4.

Bring-Along Right. (a) If at any time on time, the Quadrangle Investors shall vote or after the first anniversary of the Effective Date and prior otherwise enter into an agreement to the consummation of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transfereesi) proposes to sell Shares to a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 3550% of the issued shares of Preferred Stock held by the Quadrangle Investors on the date hereof, as adjusted for stock splits, dividends, mergers and outstanding Common Stockrecapitalizations, then Xxxxxx shall have to persons who are not affiliated with the right to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i) that Xxxxxx proposes to effect such transactionQuadrangle Investors, or (ii) enter into a transaction pursuant to which the identity Company agrees to merge with or into another entity or agrees to sell all or substantially all of the Third Party, the number of Shares to be sold and the proposed purchase price per Share to be paid and any other terms and conditions, and (iii) the projected closing date of such sale. Each such Management Investor agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) shall be obligated to sell in such transaction that percentage assets of the total number Company (in each case a "Corporate Transaction"), then the Quadrangle Investors may require that each Stockholder sell its "pro rata portion" of Shares held the Securities owned by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction; provided, however, that each such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligationStockholder, to sell in the transaction specified in the Buyout Notice such person or group of persons at the same price per share and upon on the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage of the total number of Shares held by Lockheed Xxxxxx equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof at least 10 days prior are applicable to the proposed closing sale by the Quadrangle Investors and/or vote such Securities in favor of the Corporate Transaction; provided, that the Stockholders shall not be required in connection with any such Corporate Transaction to make any representation, warranty or covenant other than a representation as to each such Stockholder's power and authority to effect such sale and as to such Stockholder's title to the Securities to be sold, and any indemnification obligations of such Stockholder with respect to such representations, warranties, or covenants shall be several and not joint. Each Stockholder hereby grants to the President of the Company an irrevocable proxy, coupled with an interest, to vote all Securities owned by such Stockholder and to take such other actions to the extent necessary to carry out the provisions of this Section 3.2 in the event of any breach by such Stockholder of its obligations hereunder. There shall be no right of first refusal and Section 2.1 shall not apply to this Section 3.2. (b) The Quadrangle Investors shall send written notice of the exercise of their rights pursuant to this Section 3.2 to the Company, and the Company shall promptly send such notice to each other Stockholder, setting forth the consideration per share to be paid in such sale or Corporate Transaction and the other terms and conditions of the transaction. Within twenty (20) days following the date of the notice, each other Stockholder shall deliver to a representative of the Quadrangle Investors certificates representing a pro rata portion of the Securities held by such Stockholder, duly endorsed in blank with all stock transfer stamps attached, and free and clear of all liens, security interests and other encumbrances, together with all other documents required to be executed in connection with the transaction. If a Stockholder shall fail to deliver such certificates, the Company shall cause the books and records of the Company to show that such Shares are bound by the provisions of this Section 3.2 and that such Shares shall be transferred only in accordance with the terms hereof. (c) If, within one hundred and twenty (120) days after the Quadrangle Investors give the notice specified in Section 3.2(b), the sale or Corporate Transaction has not been effected in accordance herewith, the Quadrangle Investors shall return to each other Stockholder all certificates representing Shares that such Stockholder delivered for sale pursuant hereto, and all the restrictions on sale or other disposition contained in this Agreement with respect to Shares owned by the Quadrangle Investors shall again be in effect. (d) Promptly (but in no event later than ten (10) business days) after the consummation of the sale or Corporate Transaction pursuant to this Section 3.2, the Quadrangle Investors shall give notice thereof to each other Stockholder, shall remit to each other Stockholder the total sales price of the Shares of such Stockholder sold pursuant thereto, and shall furnish such other evidence of the completion and time of completion of such sale or other disposition and the terms thereof as may be reasonably requested by such Stockholders.

Bring-Along Right. (a) If at any time on time, any Third Person (such Person, a “Third Party Purchaser”) makes a bona fide offer to purchase all or after the first anniversary substantially all of the Effective Date Company or the Interest of Mascoma (a “Sale Transaction”), and prior Mascoma desires in its sole discretion to accept such offer, then, upon the delivery by Mascoma to the consummation other Member(s) of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% of the issued and outstanding Common Stock, then Xxxxxx shall have the right to deliver a 30 days’ written notice (the “Drag-Along Notice”), which Drag-Along Notice shall contain the information set forth below, each such other Member shall be obligated to accept the terms of such Sale Transaction, take all such steps necessary to approve and facilitate such sale, and shall sell, transfer and deliver, or cause to be transferred, and delivered, to such Third Party Purchaser, its entire Interest on the terms of such Sale Transaction (and will deliver such Member’s Interest to be transferred at the closing of the transaction, free and clear of all liens, claims, or encumbrances other than any arising pursuant to this Agreement). Each Member shall be allocated that portion of the aggregate consideration paid by the Third Party Purchaser in the Sale Transaction to all Members that such Member would be allocated if such aggregate consideration were the aggregate amount to be distributed upon a "Buyout Notice") liquidation of the Company (with respect to each Management Investor (Member, such Member’s “Drag-Along Consideration Amount”). Other than with a copy respect to Lockheed Xxxxxx) which each Member’s Drag-Along Consideration Amount, such Sale Transaction shall state be effected on the same terms with respect to all Members as those offered to Mascoma and as further set forth in the Drag-Along Notice. The Drag-Along Notice shall set forth the material terms and conditions of the Sale Transaction, including (i) that Xxxxxx proposes to effect such transactionthe name and address of the Third Party Purchaser, (ii) the identity of the Third Party, the number of Shares aggregate consideration to be sold and received by the proposed purchase price per Share to be paid and any other terms and conditionsMembers for their Interests, and (iii) the projected closing date of such sale. Each such Management Investor agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon the terms and conditions of such transaction payment offered by the Third Party Purchaser and, in the case of consideration in whole or in part other than cash, the fair market value thereof as determined in good faith by the Company’s Board, which determination shall be evidenced by a resolution filed with the Company, (and otherwise take all necessary action to cause consummation iv) a statement that the Third Party Purchaser has been informed of the proposed transaction; provided, however, that each such Management Investor shall only be obligated as rights provided above for in this Section 2.7 if each such Management Investor receives 8.4 and has agreed to purchase the same per Share consideration as Xxxxxx Interests in accordance with the terms hereof and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred bound by Xxxxxx such terms, and LBHI or their Permitted Transferees(v) the approximate date, time and location of the closing of the Transfer of the Interests to the Third Party Purchaser. (b) At any time that Xxxxxx exercises its rights under If Mascoma elects not to deliver to Xxxxxxxx a Drag-Along Notice in connection with a Sale Transaction, then if upon the consummation of such Sale Transaction Mascoma shall have a Percentage Interest of less than 10% (without giving effect to the provisions of this Section 2.78.4(b)), Lockheed Xxxxxx then Mascoma must provide Xxxxxxxx the opportunity to Transfer its Interest to such third party on a pro rata basis (the “Tag Along Right”). Each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. Member (as between Mascoma and Xxxxxxxx) shall have be allocated that portion of the right, but not aggregate consideration paid by the obligation, to sell Third Party Purchaser in the transaction specified Sale Transaction to such Members in the Buyout Notice at aggregate as that Member would be allocated if such aggregate consideration were the same price and aggregate amount to be distributed with respect to the transferred Interests upon a liquidation of the Company (with respect to each such Member, such Member’s “Tag-Along Consideration Amount”). Other than with respect to each Member’s Tag-Along Consideration Amount, such Sale Transaction shall be effected on the same terms with respect to all Members participating in such Sale Transaction as those offered to Mascoma and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and further set forth in the Management Investors that percentage Drag-Along Notice. Mascoma must give Xxxxxxxx notice of the total number closing of Shares held by Lockheed Xxxxxx equal Sale Transaction to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof which a Tag Along Right relates at least 10 30 days prior to before the proposed closing date (the “Tag Along Notice”). The Tag Along Notice must set forth the identity of the third party, the sale price, and all other material terms and conditions of the offer. If Xxxxxxxx desires to exercise its Tag Along Right, then Xxxxxxxx must give notice of exercise to Mascoma no later than 15 days after delivery of the Tag Along Notice. If Xxxxxxxx fails to exercise its Tag Along Right during such transaction15-day period, such failure shall be deemed to be an election by Xxxxxxxx not to exercise its Tag Along Right.

Bring-Along Right. Prior to a Public Offering of the Company that generates gross proceeds to the Company of at least $30 million or consummation of a Combination Transaction with a Listed Company, if HT wishes to sell all of its Shares to a third party which is not an Affiliate (an "ACQUIRER"), and assuming such sale were being made by the Company such sale would not constitute either a Change of Control or a Combination Transaction (each as defined in the Certificate of Designation) which would require the approval of a majority of the holders of the Series A Preferred Stock, HT shall have the following rights: (a) If at any time on HT proposes to sell, transfer, pledge or after the first anniversary otherwise dispose ("DISPOSE" or "DISPOSITION") of all (but not less than all) of the Effective Date Shares owned by it to a Person (other than any of its Affiliates) who or which has delivered a good faith written offer to purchase all of HT's shares (a "BONA FIDE PURCHASER"), then, notwithstanding anything in this Agreement to the contrary, HT may require the Investors to Dispose of their Shares (the "BRING-ALONG RIGHT") to such Bona Fide Purchaser for the same consideration (in amount and type) per share as HT is to receive from the Bona Fide Purchaser, and otherwise on the same terms and conditions upon which HT proposes to effect the Disposition of its Shares. (b) In the event that HT desires to exercise its Bring-Along Right pursuant to Section 3(a), HT shall deliver to the Company and the Investors written notice ("SALE NOTICE"), at least twenty (20) days prior to the consummation of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result closing of such sale Xxxxxx Disposition, setting forth the consideration per share to be paid by such Bona Fide Purchaser and LBHI with their Permitted Transferees would cease to own at least 35% the other terms and conditions of such Disposition. Within ten (10) days following the issued and outstanding Common Stock, then Xxxxxx shall have the right to deliver date of a subsequent written notice (a the "Buyout CLOSING NOTICE"), stating that the closing will occur within ten (10) days of the Closing Notice") , each of the Investors shall deliver in trust to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state HT (i) that Xxxxxx proposes a stock certificate or certificates evidencing such Investors Shares, together with an appropriate assignment separate from certificate duly executed in a proper form to effect the Disposition of such transactionShares from the Investors to the Bona Fide Purchaser on the books and records of the Company, and (ii) a limited power-of-attorney authorizing HT to effect the Disposition of such Shares pursuant to the terms of such Bona Fide Purchaser's offer as such terms may be modified by HT, provided, that all of the Investors' Shares are disposed of for the same consideration per share (subject to appropriate adjustment to reflect any differences in the rights and preferences of Shares of different classes or series) and otherwise on the same terms and conditions upon which HT effects the Disposition of its Shares. In the event that any Investor shall fail to deliver such stock certificate(s), and assignment separate from certificate to HT, the Company shall cause a notation to be made on its books and records to reflect that the Shares of such Investor are bound by the provisions of this Section 3 and that the Disposition of such Shares may be effected without such Investor's consent or surrender of its Shares. (c) In addition, in the event HT exercises its Bring-Along Right under Section 3(a), the Investors shall be required to make to a Bona Fide Purchaser such unqualified representations and warranties with respect to their Shares as are set forth in Section 3(f) hereof. (d) Promptly (but in no event later than the day of receipt) after the consummation of the Disposition of Shares pursuant to this Section 3, HT shall (i) deliver notice thereof to the Investors, (ii) remit to the identity Investors the total sales price of the Third Party, the number their respective Shares Disposed of Shares to be sold and the proposed purchase price per Share to be paid and any other terms and conditionspursuant thereto, and (iii) furnish such other evidence of the projected closing date completion and time of completion of such saleDisposition and the terms thereof as may be reasonably requested in writing by the Investors. (e) If, within sixty (60) days after the Investors' delivery of the Closing Notice required pursuant to Section 3(b), HT has not completed the Disposition of its Shares and that of the Investors in accordance herewith, HT shall return to the Investors (i) the stock certificates and assignments of certificates with respect to the Investors' Shares which the Investor delivered pursuant to this Section 3 and (ii) the related limited power-of-attorney delivered pursuant to this Section 3. Each such Management Investor agrees that, upon Upon the Investors' receipt of a Buyout Noticesuch materials, each such Management Investor all the restrictions on Disposition contained in this Agreement with respect to the Shares owned by the Investors shall again be in effect. (and his Permitted Transfereesf) All Dispositions of Shares to be made pursuant to this Section 3 shall be obligated subject to sell the following terms: (i) the Investors shall deliver to the Bona Fide Purchaser the certificates evidencing the Shares, together with duly executed stock transfer powers in such transaction that percentage favor of the total number Bona Fide Purchaser or its nominees and such other documents, including evidence of ownership and authority, as the Bona Fide Purchaser may reasonably request; (ii) the Investors agree that all Shares held by such Management of the Investor Disposed to the Bona Fide Purchaser in accordance with this Section 3 shall be sold free and clear of any lien, claim, charge, pledge, mortgage, encumbrance or third party interest (determined on the basis "ENCUMBRANCE"); (iii) except as otherwise specifically set forth in Section 2.6(e)) equal to herein, the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction; provided, however, that each such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor not be required to make any representations or warranties to any Person in connection with such Disposition, except as to (A) good title to the Shares being Disposed, (B) the absence of Encumbrances with respect to the Shares being Disposed, (C) its valid existence and good standing (if applicable), and (D) the authority for, and validity and binding effect of (as against such Investor) any agreement entered into by such Investor in connection with such Disposition,; and (iv) the Investors shall not be required to provide any indemnities other than on a proportionate basis and other than in connection with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors that percentage Disposition except for breach of the total number representations and warranties specifically required by the terms of Shares held by Lockheed Xxxxxx equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction. The rights of Lockheed Xxxxxx under this Section 2.7(b) shall be exercisable by delivering written notice thereof at least 10 days prior to the proposed closing date of such transactionAgreement.