Common use of Bring-Along Rights Clause in Contracts

Bring-Along Rights. 10.1 Prior to IPO, in the event that shareholders in the Company holding more than 66% of the Company’s issued shares (on a fully diluted, as if converted basis) (the “Proposing Shareholders”) accept an offer (“Section 13.1 Offer”) to sell all of their shares of the Company to a third party, and such sale is conditioned upon the sale of all remaining shares of the Company to such third party, all other Shareholders (“Non-Proposing Shareholders”) shall be required to sell their shared in such transaction, on the same terms and conditions. Said requirement shall enter into effect only in the event that the mentioned sale is performed at a Company pre-money valuation of at least $ 00 X (Xxxxxx xxxxxxx Xxxxxx Xxxxxx Dollars). 10.2 In the event that the threshold percentages of Section 10.1 are met, any Transfer or hypothecation of shares by the Non-Proposing Shareholders other than in connection with the proposed acquisition shall be absolutely prohibited, and at the closing of such Offer all the Shareholders of the Company shall sell all of their shares to the person or entity making such Offer on the same terms and conditions as contained in the Offer, provided, however, that the aggregate consideration provided pursuant to the closing of such Offer shall be allocated among the Company’s Shareholders in accordance with the Articles of Association of the Company. In the event that a Shareholder fails to surrender its share certificate in connection with the consummation of a Section 10.1 Offer, such certificate shall be deemed cancelled and the Company shall be authorized to issue a new certificate in the name of the person making the Offer and the Board shall be authorized to establish an escrow account, for the benefit of the Shareholder, into which the consideration for such cancelled shares shall be deposited and to appoint a trustee to administer such account. 10.3 In any event of said sale (CBI’s and LR’s shares of the Company to a third party), LR will have the opportunity to join the sale on same terms, pro-rata to the parties holdings of the Company shares at the time of the sale.

Bring-Along Rights. 10.1 Prior 2.1 Subject to IPOthe rights set forth in Section 4 hereof, each Shareholder agrees that, from and after December 9, 1998, in the event that shareholders in Shareholders owning at least seventy five percent (75%) of the total number of shares of capital stock of the Company holding more than 66% of the Company’s issued shares held by all Shareholders (on a fully diluted, as if converted diluted basis) (the “Proposing Shareholders”"PROPOSING SHAREHOLDERS") accept an offer (“Section 13.1 Offer”) to sell all shall have approved in writing a transaction or series of their shares of the Company to related transactions with any person or persons regarding a third party, and such sale is conditioned upon the sale of all remaining shares Shares held by such Proposing Shareholders, such Proposing Shareholders shall be entitled, at their option, to require each other Shareholder to include all of its Shares in such transfer by providing each such other Shareholder with a notice (the "BRING-ALONG NOTICE"), at least thirty (30) days prior to the consummation of the Company to proposed transaction, setting forth in reasonable detail the material terms and conditions of the proposed transaction and the price per share at which such third party, all other Shareholders (“Non-Proposing Shareholders”) shall be required to sell their shared in Shares (which price shall be equal to the price at which such transaction, on the same terms and conditions. Said requirement shall enter into effect only in the event that the mentioned sale is performed at a Company pre-money valuation of at least $ 00 X (Xxxxxx xxxxxxx Xxxxxx Xxxxxx Dollars). 10.2 In the event that the threshold percentages of Section 10.1 are met, any Transfer or hypothecation of shares by the Non-Proposing Shareholders have agreed to sell their shares). (Such entitlement shall be referred to herein as the "BRING-ALONG RIGHTS".) Upon receipt of the Bring-Along Notice, each such other than Shareholder shall 110 be obligated to sell all its Shares in connection with the such proposed acquisition shall be absolutely prohibited, and at transaction. (a) At the closing of the proposed transaction (which date, place and time shall be designated by the Proposing Shareholders and provided to each other Shareholder in writing at least five (5) business days prior thereto), each such Offer other Shareholder shall deliver certificates evidencing all its Shares, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Shareholders proposed purchaser, duly executed, by such Shareholder, free and clear of any liens, against delivery of the purchase price therefor. (b) The Bring-Along Rights shall not apply to a disposition by any Shareholder to (a) any other shareholder of the Company shall sell all of their shares to the person or entity making such Offer on the same terms and conditions as contained in the Offer, provided, however, that the aggregate consideration provided pursuant to the closing of such Offer shall be allocated among the Company’s Shareholders in accordance with the Articles of Association (b) an affiliate of the Company. In the event that disposing Shareholder (including any family member of a Shareholder fails to surrender its share certificate in connection with the consummation of a Section 10.1 Offer, such certificate shall be deemed cancelled and the Company shall be authorized to issue a new certificate in the name of the person making the Offer and the Board shall be authorized to establish an escrow account, or trust for the benefit of the Shareholder, into which the consideration for such cancelled shares shall be deposited and to appoint a trustee to administer such account. 10.3 In any event of said sale (CBI’s and LR’s shares of the Company to a third partyShareholder or family members), LR will have provided the opportunity transferee agrees in writing to join the sale on same terms, pro-rata be subject to the parties holdings terms and conditions of the Company shares at the time of the salethis Agreement as if it were an original party thereto.

Bring-Along Rights. 10.1 Prior to IPO(a) If, at any time on or after the date hereof, persons holding, in the event that shareholders aggregate, 80% or more of the total Common Stock issued and outstanding, acting in concert in connection with one transaction or a series of related transactions, desire to Transfer their Common Stock to a third party (such transferring persons referred to as the Company holding more than 66"Transferors") at a price (payable in cash, debt or securities, or any combination thereof) of at least (i) 150% of the Company’s issued shares price of the Common Stock as reported on the OTC Bulletin Board, NASDAQ, or such other exchange where the Common Stock is trading on the day of such Transfer and (on ii) 300% of the Purchaser's original cost per Share, the Transferors shall be entitled to require the Purchaser to Transfer his Common Stock in such transaction (a fully diluted, as if converted basis) ("Buy-Out"). The Transferors shall cause the “Proposing Shareholders”) accept an offer (“Section 13.1 Offer”proposed transferee(s) to sell all of their shares accept the Transfer of the Company to a third party, and such sale is conditioned upon the sale of all remaining shares Common Stock of the Company to such third party, all other Shareholders (“Non-Proposing Shareholders”) shall be required to sell their shared in such transaction, on the same terms and conditions. Said requirement shall enter into effect only in the event that the mentioned sale is performed at a Company pre-money valuation of at least $ 00 X (Xxxxxx xxxxxxx Xxxxxx Xxxxxx Dollars). 10.2 In the event that the threshold percentages of Section 10.1 are met, any Transfer or hypothecation of shares by the Non-Proposing Shareholders other than in connection with the proposed acquisition shall be absolutely prohibited, and at the closing of such Offer all the Shareholders of the Company shall sell all of their shares to the person or entity making such Offer Purchaser on the same terms and conditions as contained are offered by the transferee(s) to the Transferors, (except that, in the Offerevent that the Purchaser is no longer an officer or director of the Company at the time of such Buy-Out, the only representation and warranty that the Purchaser shall be required to make in connection with any Buy-Out is a warranty with respect to its ownership of the Shares, to be sold by him and his ability to convey title thereto free and clear of liens, encumbrances or adverse claims.) Each stockholder transferring shares pursuant to this Section 7(k) shall pay its pro rata share (based on the number of shares of Common Stock to be sold) of the expenses incurred by the stockholders in connection with such transfer and shall be obligated to join in any indemnification or other obligations that the transferor agrees to provide in connection with such Transfer, provided, however, that the aggregate maximum amount of liability in respect of any indemnification obligation (including, but not limited to, attorneys' fees and expenses) shall be to an amount equal to the net proceeds actually received by the Purchaser from the sale of Shares in such transaction. If the Transferors elect to effect a Buy-Out: (i) the Transferors shall deliver a notice (a "Buy-Out Notice") to the Purchaser stating that they propose to effect Buy-Out, and specifying the name and address of the proposed parties to such a Buy-Out, the consideration payable in connection therewith, and attaching a copy of all agreements and other documents between the Transferors and all of the parties to such transaction necessary to establish the terms of such transaction; (ii) the Purchaser agrees that, upon receipt of a Buy-Out Notice, he shall be obligated to sell all his Common Stock upon terms no less favorable than the terms and conditions set forth in the Buy-Out Notice; provided that any covenants and agreements, including, without limitation, non-compete provisions, which do not relate to the amount and method of payment of the consideration shall not be binding on the Purchaser unless he expressly agrees to be bound thereby; and (iii) the purchase price and the form of consideration for the sale of all of the Common Stock made pursuant to a Buy-Out shall be the same for each holder thereof in such transaction and such transaction shall be required to be consummated on or before the later of (x) 60 days after the giving of the Buy-Out Notice, and (y) the date which is 10 days after the expiration or waiver of any applicable waiting period for such transaction pursuant to the closing of such Offer shall be allocated among Xxxx-Xxxxx-Xxxxxx Act. (b) Notwithstanding the Company’s Shareholders in accordance with the Articles of Association generality of the Company. In foregoing, the event that a Shareholder fails to surrender its share certificate in connection with the Purchaser's obligations under this Section 7(k) shall expire and be of no further effect upon consummation of a Section 10.1 Offer, such certificate shall be deemed cancelled and by the Company shall be authorized to issue a new certificate in the name of the person making the Offer and the Board shall be authorized to establish an escrow account, underwritten public offering for the benefit gross proceeds of the Shareholder, into which the consideration for such cancelled shares shall be deposited and to appoint a trustee to administer such accountat least $7,500,000. 10.3 In any event of said sale (CBI’s and LR’s shares of the Company to a third party), LR will have the opportunity to join the sale on same terms, pro-rata to the parties holdings of the Company shares at the time of the sale.

Bring-Along Rights. 10.1 Prior (a) Subject to IPOthe rights of the Stockholders pursuant to Section 4 hereto, from and after the date hereof, if the Investors, together with any other Stockholders, if necessary, propose to Sell to any Person who is not affiliated with any of such Stockholder(s) (a "Bring-Along Transferee"), in the event that shareholders a bona fide arm's-length transaction or series of transactions (including by way of a purchase agreement, tender offer, merger or other business combination or otherwise) (any such transaction being referred to herein as an "Exit Sale"), an amount of stock owned by such Stockholders equal to at least 50% in the Company holding more than 66% aggregate of the Company’s issued shares then outstanding Common Stock, then the Investors may elect to require each (on but not fewer then each) other Stockholder to Sell such Stockholders(s) Stock as a fully dilutedpart of the Exit Sale to such Bring-Along Transferee at the purchase price and upon the other terms and subject to the conditions of the Exit Sale. (b) At any time after the fourth anniversary of the date hereof, as subject to the rights of the Stockholders pursuant to Section 4 hereto, if converted basis) (the “Proposing Shareholders”) accept Investors, propose to Sell to any Person in an offer (“Section 13.1 Offer”) to sell Exit Sale all of their shares the Series A Preferred Stock and Common Stock owned by them, then the Investors may elect to require each (but not fewer than each) other Stockholder to Sell such Stockholder(s) Stock as a part of the Company Exit Sale to a third party, such Bring-Along Transferee at the purchase price and such sale is conditioned upon the sale of all remaining shares other terms and subject to the conditions of the Company to such third party, all other Shareholders Exit Sale. (“Non-Proposing Shareholders”c) The rights set forth in Section 6(a) and 6(b) shall be required exercised by giving written notice (the "Bring-Along Notice") to sell their shared each other Stockholder setting forth in such transaction, on detail the same terms of the proposed Exit Sale and conditions. Said requirement shall enter into effect only in the event that proposed closing date of the mentioned sale is performed at a Company pre-money valuation of at least $ 00 X (Xxxxxx xxxxxxx Xxxxxx Xxxxxx Dollars)Exit Sale. 10.2 (d) All Sales of Stock to the Bring-Along Transferee pursuant to this Section 6 shall be consummated contemporaneously at the offices of the Corporation on a mutually satisfactory business day within 60 days after the Bring-Along Notice is delivered to the Stockholders, or the fifth business day following the expiration or termination of all waiting periods under the HSR Act applicable to such Sales, or at such other time and/or place as the parties to such Sales may agree. The delivery of certificates or other instruments evidencing such Stock duly endorsed for transfer shall be made on such date against payment of the purchase price for such Stock. (e) In the event of an Exit Sale by way of a merger, consolidation or otherwise, (i) each other Stockholder agrees that the threshold percentages he shall take all necessary or desirable action to cause such merger, consolidation or other transaction to occur, including, without limitation, voting his shares of Section 10.1 are met, any Transfer or hypothecation of shares by the Non-Proposing Shareholders other than Voting Stock (as defined below) in connection with the proposed acquisition shall be absolutely prohibited, and at the closing favor of such Offer all merger, consolidation or other transaction; and (ii) the Shareholders of the Company Corporation shall sell all of their shares to the person or entity making such Offer on the same terms and conditions as contained in the Offer, provided, however, that the aggregate consideration provided pursuant to the closing of such Offer shall be allocated among the Company’s Shareholders in accordance with the Articles of Association of the Company. In the event that a Shareholder fails to surrender its share certificate in connection with the consummation of a Section 10.1 Offer, such certificate shall be deemed cancelled and the Company shall be authorized to issue a new certificate in the name of the person making the Offer and the Board shall be authorized to establish an escrow account, for the benefit of the Shareholder, into which the consideration for such cancelled shares shall be deposited and to appoint a trustee to administer such account. 10.3 In any event of said sale (CBI’s and LR’s shares of the Company to a third party), LR will have the opportunity to join the sale on same terms, pro-rata to the parties holdings of the Company shares at the time of the sale.take all

Bring-Along Rights. 10.1 Prior to IPO, in the event that shareholders in the Company holding more than 66% of the Company’s issued shares (on a fully diluted, as if converted basis) (the “Proposing Shareholders”) accept an offer (“Section 13.1 Offer”) to sell all of their shares of the Company to a third party, and such sale is conditioned upon the sale of all remaining shares of the Company to such third party, all other Shareholders (“Non-Proposing Shareholders”) shall be required to sell their shared in such transaction, on the same terms and conditions. Said requirement shall enter into effect only in the event that the mentioned sale is performed at a Company pre-money valuation of at least $ 00 X (Xxxxxx xxxxxxx Xxxxxx Xxxxxx Dollars). 10.2 In the event that Coyote shall transfer or ------------------ propose to transfer, directly or indirectly, Shares which, when added to all previous transfers of Shares by Coyote, would result in a transfer to any person other than Coyote, the threshold percentages Company or their respective affiliates of Section 10.1 are metgreater than twenty-five percent (25%) of the number of Shares outstanding on the date of transfer (a "Transfer of Control"), any Transfer or hypothecation then Coyote may require, by written notice to each Management Shareholder (the "Bring-Along Notice") that each Management Shareholder transfer an equivalent portion (on the basis of shares the amount of Shares to be transferred by the Non-Proposing Shareholders other than in connection with the proposed acquisition shall be absolutely prohibited, and at the closing of such Offer all the Shareholders of the Company shall sell all of their shares Requisite Holders pursuant to the person or entity making Transfer of Control and the total number of Coyote Shares owned by Coyote at such Offer time) of his Management Shares in the Transfer of Control on the same terms and conditions as contained in the OfferBring-Along Notice. The Bring-Along Notice shall contain a true and correct copy of the terms of the Transfer of Control and shall identify the third party, providedthe number of Coyote Shares with respect to which Coyote have a bona fide offer, howeverthe price per Coyote Share at which the sale is proposed to be made and all other material terms and conditions of the Transfer of Control, that including the aggregate consideration provided pursuant date, time and location of the closing. The Bring-Along Notice shall be delivered not less than five (5) business days prior to the closing of the purchase and sale contemplated by this Paragraph 9. In such Offer event, each of the Management Shareholders shall deliver at the closing to Coyote the certificate or certificates representing his Management Shares together with a power-of-attorney authorizing Coyote to sell such Management Shareholder's equivalent portion of the Management Shares pursuant to the terms of the Bring-Along Notice. No Management Shareholder shall be allocated among obligated to pay more than his pro rata share (based upon the Company’s Shareholders in accordance amount of consideration received --- ---- for or with the Articles respect to their Shares) of Association of the Company. In the event that a Shareholder fails to surrender its share certificate reasonable fees and expenses incurred in connection with such Transfer of Control (as evidenced by reasonable supporting documentation) to the consummation of a Section 10.1 Offer, extent such certificate shall be deemed cancelled and the Company shall be authorized to issue a new certificate in the name of the person making the Offer and the Board shall be authorized to establish an escrow account, costs are incurred for the benefit of the Shareholderselling Shareholders generally, into which the consideration for such cancelled shares shall be deposited including, without limitation, fees and to appoint a trustee to administer such account. 10.3 In any event expenses of said sale (CBI’s one law firm, one accounting firm and LR’s shares one financial advisor acting on behalf of the Company to and/or the Shareholders generally, and are not otherwise paid by the Company or the acquiring party. Costs incurred by or on behalf of a third party), LR Shareholder for his or its sole benefit will have the opportunity to join the sale on same terms, pro-rata to the parties holdings not be considered costs of the Company shares at transaction hereunder. At the time closing of the saleTransfer of Control, Coyote shall remit to each of the Management Shareholders the total sales price (net of such Management Shareholder's pro rata portion of reasonable related expenses as --- ---- specified above) of the Management Shares of such Management Shareholder sold or otherwise disposed of pursuant thereto. The Management Shareholders hereby agree to take all reasonable actions necessary to consummate the Transfer of Control, including, but not limited to, the execution of necessary or appropriate agreements, the taking of any necessary corporate action and the waiving of any dissenters, appraisal or similar rights.

Bring-Along Rights. 10.1 Prior to IPO(a) If, at any time on or after the date hereof, persons holding, in the event that shareholders aggregate, 80% or more of the total Common Stock issued and outstanding, acting in concert in connection with one transaction or a series of related transactions, desire to Transfer their Common Stock to a third party (such transferring persons referred to as the Company holding more than 66"Transferors") at a price (payable in cash, debt or securities, or any combination thereof) of at least (i) 150% of the Company’s issued shares price of the Common Stock as reported on the OTC Bulletin Board, NASDAQ, or such other exchange where the Common Stock is trading on the day of such Transfer and (on ii) 300% of the Purchaser's original cost per Share, the Transferors shall be entitled to require the Purchaser to Transfer his Common Stock in such transaction (a fully diluted, as if converted basis) ("Buy- Out"). The Transferors shall cause the “Proposing Shareholders”) accept an offer (“Section 13.1 Offer”proposed transferee(s) to sell all of their shares accept the Transfer of the Company to a third party, and such sale is conditioned upon the sale of all remaining shares Common Stock of the Company to such third party, all other Shareholders (“Non-Proposing Shareholders”) shall be required to sell their shared in such transaction, on the same terms and conditions. Said requirement shall enter into effect only in the event that the mentioned sale is performed at a Company pre-money valuation of at least $ 00 X (Xxxxxx xxxxxxx Xxxxxx Xxxxxx Dollars). 10.2 In the event that the threshold percentages of Section 10.1 are met, any Transfer or hypothecation of shares by the Non-Proposing Shareholders other than in connection with the proposed acquisition shall be absolutely prohibited, and at the closing of such Offer all the Shareholders of the Company shall sell all of their shares to the person or entity making such Offer Purchaser on the same terms and conditions as contained are offered by the transferee(s) to the Transferors, (except that, in the Offerevent that the Purchaser is no longer an officer or director of the Company at the time of such Buy-Out, the only representation and warranty that the Purchaser shall be required to make in connection with any Buy-Out is a warranty with respect to its ownership of the Shares, to be sold by him and his ability to convey title thereto free and clear of liens, encumbrances or adverse claims.) Each stockholder transferring shares pursuant to this Section 7(k) shall pay its pro rata share (based on the number of shares of Common Stock to be sold) of the expenses incurred by the stockholders in connection with such transfer and shall be obligated to join in any indemnification or other obligations that the transferor agrees to provide in connection with such Transfer, provided, however, that the aggregate maximum amount of liability in respect of any indemnification obligation (including, but not limited to, attorneys' fees and expenses) shall be to an amount equal to the net proceeds actually received by the Purchaser from the sale of Shares in such transaction. If the Transferors elect to effect a Buy-Out: (i) the Transferors shall deliver a notice (a "Buy-Out Notice") to the Purchaser stating that they propose to effect Buy-Out, and specifying the name and address of the proposed parties to such a Buy-Out, the consideration payable in connection therewith, and attaching a copy of all agreements and other documents between the Transferors and all of the parties to such transaction necessary to establish the terms of such transaction; (ii) the Purchaser agrees that, upon receipt of a Buy-Out Notice, he shall be obligated to sell all his Common Stock upon terms no less favorable than the terms and conditions set forth in the Buy-Out Notice; provided that any covenants and agreements, including, without limitation, non-compete provisions, which do not relate to the amount and method of payment of the consideration shall not be binding on the Purchaser unless he expressly agrees to be bound thereby; and (iii) the purchase price and the form of consideration for the sale of all of the Common Stock made pursuant to a Buy-Out shall be the same for each holder thereof in such transaction and such transaction shall be required to be consummated on or before the later of (x) 60 days after the giving of the Buy-Out Notice, and (y) the date which is 10 days after the expiration or waiver of any applicable waiting period for such transaction pursuant to the closing of such Offer shall be allocated among Xxxx-Xxxxx-Xxxxxx Act. (b) Notwithstanding the Company’s Shareholders in accordance with the Articles of Association generality of the Company. In foregoing, the event that a Shareholder fails to surrender its share certificate in connection with the Purchaser's obligations under this Section 7(k) shall expire and be of no further effect upon consummation of a Section 10.1 Offer, such certificate shall be deemed cancelled and by the Company shall be authorized to issue a new certificate in the name of the person making the Offer and the Board shall be authorized to establish an escrow account, underwritten public offering for the benefit gross proceeds of the Shareholder, into which the consideration for such cancelled shares shall be deposited and to appoint a trustee to administer such accountat least $7,500,000. 10.3 In any event of said sale (CBI’s and LR’s shares of the Company to a third party), LR will have the opportunity to join the sale on same terms, pro-rata to the parties holdings of the Company shares at the time of the sale.

Bring-Along Rights. 10.1 Prior to IPO, in (a) In the event that shareholders in the Company holding more than 66Carlyle propose to Transfer at least 50% of the Company’s issued outstanding shares of Common Stock (on a fully diluted, as if converted basisor rights to acquire Common Stock) (the “Proposing Shareholders”) accept an offer (“Section 13.1 Offer”) to sell all of their shares of the Company to an unaffiliated third party or parties (“Third Party”), then Carlyle shall have the right (a third party“Bring-Along Right”), and such sale is conditioned upon but not the sale of all remaining shares of the Company obligation, to such third party, all cause any other Shareholders (“Non-Proposing Shareholders”) shall be required to sell their shared in such transaction, on the same terms and conditions. Said requirement shall enter into effect only in the event that the mentioned sale is performed at a Company pre-money valuation of at least $ 00 X (Xxxxxx xxxxxxx Xxxxxx Xxxxxx Dollars). 10.2 In the event that the threshold percentages of Section 10.1 are met, any Transfer or hypothecation of shares by the Non-Proposing Shareholders other than in connection with the proposed acquisition shall be absolutely prohibited, and at the closing of such Offer all the Shareholders of the Company shall sell all of their shares tender for purchase to the person or entity making such Offer Third Party, on the same terms and conditions as contained in apply to Carlyle, a pro rata number of shares of Common Stock held by such other Shareholder. (b) If Carlyle elects to exercise its Bring-Along Right under this Article 4, then it shall so notify the Offer, provided, however, that the aggregate consideration provided pursuant to the closing of such Offer other Shareholders (“Bring-Along Notice”). Each Bring-Along Notice shall be allocated among the Company’s Shareholders in accordance with the Articles of Association of the Company. In the event that a Shareholder fails to surrender its share certificate in connection with the consummation of a Section 10.1 Offer, such certificate shall be deemed cancelled and the Company shall be authorized to issue a new certificate in set forth: (i) the name of the person making the Offer Third Party or Third Parties and the Board number of shares of Common Stock proposed to be purchased by such Third Party or Third Parties, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party and a summary of any other material terms pertaining to the Transfer (“Third Party Terms”) and (iii) the number of shares of Common Stock that such other Shareholder is required to sell in such Transfer. The Bring-Along Notice shall be authorized to establish an escrow account, for given at least ten (10) days before the benefit closing of the Shareholderproposed Transfer. (c) Upon the giving of a Bring-Along Notice, into which each such other Shareholder shall be obligated to sell the number of shares of Common Stock required to be sold by Carlyle as set forth in the Bring-Along Notice on the Third Party Terms. (d) At the closing of the Transfer to any Third Party pursuant to this Article 4, the Third Party shall remit to each Shareholder the consideration for such cancelled shares shall be deposited and to appoint a trustee to administer such account. 10.3 In any event of said sale (CBI’s and LR’s shares the total sales price of the Company Common Stock of such Shareholder sold pursuant hereto, against delivery by such Shareholder of certificates for such Common Stock, duly endorsed for Transfer or with duly executed stock powers, and the compliance by such Shareholder with any other conditions to a third party), LR will have the opportunity closing generally applicable to join the sale on same terms, pro-rata to the parties holdings of the Company such Shareholders selling shares at the time of the salein such transaction.

Bring-Along Rights. 10.1 Prior to IPO6.1. The Investor agrees that, in the event that shareholders in the Company holding more than 66% holders owning at least seventy percent (70%) of the Company’s issued total number of shares (on a fully diluted, as if converted basis) of capital stock of the Parent (the “"Proposing Shareholders”") accept an offer (“Section 13.1 Offer”) to sell shall have approved in writing a transaction or series of related transactions with any person or persons regarding a sale of all of their the outstanding shares of Parent stock held by such Proposing Shareholders, or the Company to a third partymerger or consolidation or other recapitalization of the Parent with another entity, and such sale is conditioned upon or the sale of all remaining shares assets of the Company Parent to another entity, or the liquidation or dissolution of the Parent, such third partyProposing Shareholders shall be entitled, at their option, to require the Investor to include all of its securities in the Parent in such transfer at the same price and at the same other Shareholders terms and conditions or to approve (“Nonby vote or written consent) such merger, consolidation, recapitalization, sale of assets, liquidation or dissolution, by providing the Investor with a notice (the "Bring-Proposing Shareholders”Along Notice"), at least fourteen (14) business days prior to the consummation of or vote for the proposed transaction, setting forth in reasonable detail the material terms and conditions of the proposed transaction and if applicable the price per share at which the Investor shall be required to sell its shares (which price shall be equal to the price at which such Proposing Shareholders have agreed to sell their shared in shares and shall be at least two times the price per share paid by Investor) (such transactionentitlement shall be referred to herein as the "Bring-Along Rights"), provided that the Investor shall not be so obligated unless the Investor would gain as a result of such transaction at least a 40% annual rate of return on the same terms purchase price paid for the Preferred Shares and conditions. Said requirement Option, the purchase price thereof shall enter into effect only be payable in cash upon the event that closing thereof, and the mentioned sale is performed at a Company pre-money valuation of at least $ 00 X (Xxxxxx xxxxxxx Xxxxxx Xxxxxx Dollars)Investor shall not be required to make any representation or warranty other than with respect to title to the Preferred Shares and Option. 10.2 In the event that the threshold percentages of Section 10.1 are met, any Transfer or hypothecation of shares by the Non-Proposing Shareholders other than in connection with the proposed acquisition shall be absolutely prohibited, and at 6.2. At the closing of such Offer the proposed transaction (which date, place and time shall be designated by the Proposing Shareholders and provided to Investor in writing at least five (5) business days prior thereto), the Investor shall (if required by the Proposing Shareholders, Parent or the Company), deliver certificates evidencing all its shares, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Shareholders proposed purchaser, duly executed, by the Investor, free and clear of any liens, against delivery of the Company shall sell all of their shares to the person or entity making such Offer on the same terms and conditions as contained in the Offer, provided, however, that the aggregate consideration provided pursuant to the closing of such Offer shall be allocated among the Company’s Shareholders in accordance with the Articles of Association of the Company. In the event that a Shareholder fails to surrender its share certificate in connection with the consummation of a Section 10.1 Offer, such certificate shall be deemed cancelled and the Company shall be authorized to issue a new certificate in the name of the person making the Offer and the Board shall be authorized to establish an escrow account, for the benefit of the Shareholder, into which the consideration for such cancelled shares shall be deposited and to appoint a trustee to administer such accountpurchase price therefor. 10.3 In any event of said sale (CBI’s and LR’s shares of the Company to a third party), LR will have the opportunity to join the sale on same terms, pro-rata to the parties holdings of the Company shares at the time of the sale.