Common use of Bring Along Clause in Contracts

Bring Along. If one or more Selling Shareholders that, in the aggregate, own more than 51% of the Outstanding Common Stock (which Selling Shareholders must include one or more Shareholders other than Capital Z and its Permitted Transferees) receives a Bona Fide Offer from a Third Party Buyer to purchase at least 50% of the Outstanding Common Stock, such Selling Shareholders may send written notice (the "Bring Along Notice") to the other Shareholders (the "Bring Along Shareholders") (with a copy to the Company) notifying them that the other Shareholders will be required to transfer Shares in such sale or other transaction. Upon delivery of the Bring Along Notice, each Bring Along Shareholder shall be obligated to transfer in the transaction contemplated by the Bring-Along Notice, the number of Shares determined in accordance with the next sentence, on the same terms and conditions as the Selling Shareholders (including the amount of per Share consideration, subject to appropriate adjustment in the case of warrants, options and other securities that are convertible into or exchangeable or exercisable for shares of Common Stock that have not yet been converted, exchanged or exercised). Each Selling Shareholder and Bring Along Shareholder shall sell in the transaction contemplated by the Bring Along Notice that number of Shares equal to the product of (i) the number of Shares to be sold to the Third Party Buyer multiplied by (ii) a percentage calculated by dividing (x) the number of Shares owned by such Selling Shareholder or Bring Along Shareholder, as the case may be, by (y) the total number of Shares owned by all Selling Shareholders and Bring Along Shareholders. Each such Shareholder shall (a) take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by the Selling Shareholders, and (b) appoint the Selling Shareholders as its attorneys-in-fact to do the same on its behalf. If a contract with respect to the transaction contemplated by the Bona Fide Offer has not been entered into within 90 days of receipt of the Bring Along Notice, the obligations of the Shareholders under this Section 3.3 shall terminate with respect to the transaction specified in the Bring-Along Notice, and the Selling Shareholders may not cause such Shareholders to sell pursuant to this Section 3.3 without again complying with all of the provisions of this Section 3.3. Notwithstanding the foregoing, no Shareholder shall be required to transfer Shares in a sale or other transaction contemplated in this Section 3.3 if the price at which the Selling Shareholders propose to sell their Shares is below the Fair Market Value (calculated in accordance with Section 3.6.2) of such Shares; provided, that in no event shall the Selling Shareholders be obligated to make the other Shareholders a First Offer.

Bring Along. If one or more Selling Shareholders that8.14.1. By executing this Agreement, in the aggregateExecuting Shareholders, own more than 51who, on the date of this Agreement collectively hold at least 90% of the Outstanding Common Stock (which Selling Shareholders must include one or more Shareholders other than Capital Z issued and its Permitted Transferees) receives a Bona Fide Offer from a Third Party Buyer outstanding share capital of the Company on an as converted basis and Fully Diluted Basis and of each class of shares of the Company on an as converted basis and Fully Diluted Basis, have accepted an offer by the Purchaser to purchase at least 50% their Shares in accordance with the terms set forth in this Agreement, in accordance with Section 341 of the Outstanding Common Stock, such Selling Shareholders may send written notice Companies Law and Article 19 of the Company’s articles of association (the "Bring “Bring-Along Notice") to Provisions”). This Agreement constitutes, for the other Shareholders (the "Bring Along Shareholders") (with a copy to the Company) notifying them that the other Shareholders will be required to transfer Shares in such sale or other transaction. Upon delivery purpose of the Bring Along Notice, each Bring Along Shareholder shall be obligated to transfer in the transaction contemplated by the Bring-Along NoticeProvisions, an acceptance by all Executing Shareholders who have duly executed this Agreement initially or pursuant to Section 8.14.4 below of the Purchaser’s offer to purchase of all of the issued and outstanding share capital of the Company which is conditioned upon the sale of all of the issued and outstanding share capital of the Company. 8.14.2. On the date hereof, the number of Shares determined Purchaser instructs the Company, in accordance with the next sentenceBring-Along Provisions, to deliver on the same terms and conditions as the Selling Shareholders (including the amount of per Share consideration, subject to appropriate adjustment its behalf a written notice in the case of warrants, options and other securities that are convertible into or exchangeable or exercisable for shares of Common Stock that have not yet been converted, exchanged or exercised). Each Selling form attached as Schedule 8.14.2 (the “Bring-Along Notice”) to each Non-Executing Shareholder and Bring Along Shareholder the Company shall sell in the transaction contemplated by the Bring Along Notice that number of Shares equal to the product of (i) the number of Shares to be sold to the Third Party Buyer multiplied by (ii) a percentage calculated by dividing (x) the number of Shares owned by such Selling Shareholder or Bring Along Shareholder, as the case may be, by (y) the total number of Shares owned by all Selling Shareholders and Bring Along Shareholders. Each such Shareholder shall (a) take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by the Selling Shareholders, and (b) appoint the Selling Shareholders as its attorneys-in-fact to do the same on its behalf. If a contract with respect to the transaction contemplated by the Bona Fide Offer has not been entered into within 90 days of receipt of the Bring Along Notice, the obligations of the Shareholders under this Section 3.3 shall terminate with respect to the transaction specified in further provide the Bring-Along NoticeNotice to any Person exercising Options after the date hereof, promptly upon receipt of its notice of exercise. The Purchaser (at the expense of the Company) and the Company shall take such other actions as may be reasonable in order to complete the transfer of all of the outstanding Shares pursuant to the Bring-Along Provisions and under the terms and conditions of this Agreement. 8.14.3. At the Closing, the Company shall register the Purchaser as owner of all the Shares held by all Executing Shareholders and Non-Executing Shareholders as of the Closing, representing 100% of the issued and outstanding share capital of the Company on a Fully Diluted Basis, against delivery at the Closing by the Purchaser to the Paying Agent (or the Escrow Agent or the 102 Trustee, as applicable), as agent of the Company, such Non-Executing Shareholders’ consideration payable at the Closing, as set out in the Waterfall and in accordance with Section 3.2.6 (if any) (or the portion of the Escrow Fund, as set out in the Waterfall, as applicable, to be held by the Escrow Agent as agent for the Company), to be held in escrow for such Non-Executing Shareholders, and all share certificates representing such shares held by Non-Executing Shareholders shall be deemed cancelled without any further action by any party. The Paying Agent, the Selling Shareholders may not cause 102 Trustee or the Escrow Agent, as applicable, shall release each such Shareholders Non-Executing Shareholder’s consideration, in accordance with the Waterfall and the terms of this Agreement, only upon and subject to sell such Non-Executing Shareholder’s delivery to the Purchaser of either a counter signature to this Agreement or a fully executed Letter of Transmittal, pursuant to this Section 3.3 without again complying with all which by executing such Letter of Transmittal such Non-Executing Shareholder shall become bound by and subject to the provisions of this Section 3.3Agreement as an Executing Shareholder. 8.14.4. Notwithstanding Promptly after the foregoingdate of this Agreement and until the Closing, no Shareholder the Company shall be use best commercial efforts and take all actions reasonably required to transfer Shares in a sale or other transaction contemplated in this Section 3.3 if the price at which the Selling obtain from all Non-Executing Shareholders propose their agreement to sell their Shares shares on the terms hereof (which may be obtained by a signature to the joinder agreement in the form attached as Schedule 8.14.4). The Company shall communicate promptly to the Purchaser any update to the Company’s efforts to obtain such agreements and Schedule A-1 shall automatically be amended to include such Non-Executing Shareholders as Executing Shareholders. 8.14.5. In the event that a Non-Executing Shareholder is below found entitled to additional consideration, the Fair Market Value Executing Shareholders hereby agree that an adjustment shall be made to the Waterfall such that the Non-Executing Shareholder shall receive such additional consideration at their account (calculated pro-rata, in accordance with Section 3.6.2) their respective share in the Escrow Fund), without the Purchaser being required to increase the Purchaser Price or change its composition. 8.14.6. The Company hereby agrees to protect, defend, indemnify, and hold the Purchaser, and its Affiliates, together with the directors, employees and advisors of such Shares; providedthe foregoing from any and all Damages incurred by them in connection with a 341 Legal Proceeding or otherwise in enforcing the Bring-Along Provisions, that or otherwise in no event shall respect of any claim, demand, proceeding or any other act initiated against the Selling Company, the Purchaser or their respective Affiliates or shareholders by any Non-Executing Shareholders be obligated related to make this Agreement or the other Shareholders a First OfferTransaction Documents, the implementation of this Agreement or the other Transaction Document any transaction contemplated hereunder or thereunder, on an as an when incurred basis (“Purchaser 341 Costs”). Following the Closing, any unpaid Purchaser 341 Costs shall be deemed Transaction Costs. 8.14.7. Nothing herein shall be construed or interpreted so as to derogate from the provisions of Section 341 of the Companies Law and the Company’s articles of association requiring each Non-Executing Shareholder to sell its shares of the Company pursuant to this Agreement.

Bring Along. If one 6.1. In the event that Shareholders holding 70% or more of the Company’s issued and outstanding share capital, on a fully diluted basis (the “Selling Shareholders”), receive a bona fide offer from a potential buyer (that is not a Permitted Transferee) to acquire all shares of the Company (the “Acquisition Transaction”) and (i) the Selling Shareholders thatwish to accept such offer, in and (ii) such Acquisition Transaction is conditioned upon the aggregate, own more than 51% sale of all remaining shares of the Outstanding Common Stock (which Selling Company to such third party, then all Shareholders must include one or more Shareholders other than Capital Z and its Permitted Transferees) receives a Bona Fide Offer from a Third Party Buyer to purchase at least 50% of the Outstanding Common Stock, such Selling Shareholders may send written notice (the "Bring Along Notice") to the other Shareholders (the "Bring Along Shareholders") (with a copy to the Company) notifying them that the other Shareholders will Company shall be required to transfer Shares sell their shares in such sale or other transaction. Upon delivery of the Bring Along Notice, each Bring Along Shareholder shall be obligated to transfer in the transaction contemplated by the Bring-Along Notice, the number of Shares determined in accordance with the next sentenceAcquisition Transaction, on the same terms as to price per share, payment terms, escrow provisions, indemnification obligations, representations and conditions warranties of shareholders, confidentiality provisions and any other terms relating to their shares or their rights and privileges as shareholders of the Selling Shareholders (including Company, provided, however, that the amount liability of per Share considerationa Shareholder who did not vote in favor of the Acquisition Transaction, with respect to representations and warranties and the indemnification given to the purchaser(s) or acquirer(s), shall in no event exceed the lowest liability incurred by a Shareholder who did vote in favor of the Acquisition Transaction adjusted to reflect the respective holdings proportion of such Shareholders; subject to appropriate adjustment the consideration payable with respect to each share in each class or series as a result of such transaction is allocated among the case holders of warrants, options share capital of the Company. 6.2. All Shareholders shall be given written notice of the Acquisition Transaction and other securities that are convertible into or exchangeable or exercisable the date designated for shares of Common Stock that have not yet been converted, exchanged or exercisedthe closing thereof (the “Acquisition Transaction Closing”). Each Selling Shareholder Notice of the occurrence of the Acquisition Transaction and Bring Along the date designed for the Acquisition Transaction Closing will be given at least three (3) days in advance. Upon receipt of such notice, each Shareholder shall sell in the transaction contemplated by the Bring Along Notice that number of Shares equal surrender his, her or its certificate or certificates for all such share to the product of (i) Company at the number of place designated in such notice, and shall thereafter receive the consideration payable in such Acquisition Transaction for such shareholder’s Shares, if applicable. On the Acquisition Transaction Closing, all Shares shall be deemed to be sold to the Third Party Buyer multiplied by (ii) a percentage calculated by dividing (x) the number of Shares owned by such Selling Shareholder have been sold, transferred or Bring Along Shareholder, as the case may be, by (y) the total number of Shares owned by all Selling Shareholders and Bring Along Shareholders. Each such Shareholder shall (a) take all actions (including executing documents) exchanged in connection with the consummation Acquisition Transaction, and all rights of the proposed transaction as may reasonably be requested Shareholders of it capital share with respect to the capital share so sold, transferred or exchanged, will terminate, except only the rights of the Shareholders thereof, upon surrender of their certificate or certificates therefor, to receive the consideration payable to such holders for their share in the Company which have been sold, transferred or exchanged, if any. If so required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. 6.3. All certificates evidencing Shares which are required to be surrendered for sale, transfer or exchange in accordance with the provisions hereof shall, from and after the Acquisition Transaction Closing, be deemed to have been retired and cancelled and the Shares represented thereby sold, transferred or exchange for the consideration payable thereupon, for all purposes, notwithstanding the failure of the Shareholder or Shareholders thereof to surrender such certificates on or prior to such Acquisition Transaction Closing. 6.4. Each of the Shareholders hereby agrees (a) to execute and deliver all related documentation and take such other action in support of the Acquisition Transaction as shall be reasonably requested by the Company or the Selling ShareholdersShareholders in order to carry out the terms and provision of this Section 6, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; and (b) appoint the Selling Shareholders as its attorneys-in-fact to do the same on its behalf. If a contract refrain from exercising any dissenters’ rights or rights of appraisal or similar rights under applicable law at any time with respect to the transaction contemplated by the Bona Fide Offer has not been entered into within 90 days of receipt of the Bring Along Notice, the obligations of the Shareholders under this Section 3.3 shall terminate with respect to the transaction specified in the Bring-Along Notice, and the Selling Shareholders may not cause such Shareholders to sell pursuant to this Section 3.3 without again complying with all of the provisions of this Section 3.3. Notwithstanding the foregoing, no Shareholder shall be required to transfer Shares in a sale or other transaction contemplated in this Section 3.3 if the price at which the Selling Shareholders propose to sell their Shares is below the Fair Market Value (calculated in accordance with Section 3.6.2) of such Shares; provided, that in no event shall the Selling Shareholders be obligated to make the other Shareholders a First OfferAcquisition Transaction.

Bring Along. If one (a) If, at any time after the date hereof, the Management Stockholders propose to sell, exchange or more Selling Shareholders that, in the aggregate, own more than 51% otherwise dispose of a majority of the Outstanding Common Stock (which Selling Shareholders must include one or more Shareholders other than Capital Z and its Permitted Transferees) receives a Bona Fide Offer from a Third Party Buyer to purchase at least 50% of the Outstanding Common Stock, such Selling Shareholders may send written notice (the "Bring Along Notice") to the other Shareholders (the "Bring Along Shareholders") (with a copy to the Company) notifying them that the other Shareholders will be required to transfer Shares in such sale or other transaction. Upon delivery of the Bring Along Notice, each Bring Along Shareholder shall be obligated to transfer in the transaction contemplated by the Bring-Along Notice, the number of Shares determined in accordance with the next sentence, on the same terms and conditions as the Selling Shareholders (including the amount of per Share consideration, subject to appropriate adjustment in the case of warrants, options and other securities that are convertible into or exchangeable or exercisable for shares of Common Stock that held by the Management Stockholders (including any merger or consolidation of the Company with or into another corporation or other person, whether or not the Company is the surviving or emerging corporation), such Management Stockholders shall have the right (but not yet been convertedthe obligation) to require each Holder to sell, exchange or otherwise dispose of the same proportion of the Series A Preferred Stock or Holder Securities owned by such Holder as the proportion of the shares proposed to be sold, exchanged or exercised). Each Selling Shareholder and Bring Along Shareholder shall sell in the transaction contemplated otherwise disposed of by the Bring Along Notice that number of Shares equal Management Stockholders bears to the product of (i) the number of Shares to be sold to the Third Party Buyer multiplied by (ii) a percentage calculated by dividing (x) the number of Shares owned by such Selling Shareholder or Bring Along Shareholder, as the case may be, by (y) the total number of Shares owned shares of Common Stock held by all Selling Shareholders such Management Stockholders, for fair value and Bring Along Shareholders. Each on no less favorable terms and conditions than those applicable to the Management Stockholders and to vote in favor of, or consent to, any transaction (or series of related transactions) including such Shareholder shall (a) take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by the Selling Shareholderssale, and exchange or other disposition. (b) appoint If the Selling Shareholders as its attorneys-in-fact Management Stockholders elect, in accordance with Section 3.2(a), to do require the same on its behalf. If a contract with respect Holders to sell, exchange or otherwise dispose of the Series A Preferred Stock or Holder Securities owned by such holders, such Management Stockholders shall give, or cause the Company to give, not less than ten (10) nor more than sixty (60) business days prior to the transaction contemplated by proposed date of such sale, exchange or disposition, written notice to such effect to each holder of record of such Series A Preferred Stock or Holder Securities at such holder's address as it appears on the Bona Fide Offer has not been entered into within 90 days of receipt stock records of the Bring Along NoticeCompany, setting forth therein in reasonable detail the obligations terms and conditions of such proposed sale, exchange or other disposition, including without limitation the Shareholders under this Section 3.3 shall terminate with respect purchase price per share or unit to the transaction specified in the Bring-Along Notice, be received by such Holder and the Selling Shareholders may not cause expected date of closing of such Shareholders to sell pursuant to this Section 3.3 without again complying with all of the provisions of this Section 3.3sale, exchange or other disposition. Notwithstanding the foregoing, no Shareholder Each Holder shall be required to transfer Shares in a sale sell, exchange or other transaction contemplated in this Section 3.3 if otherwise dispose of the price at which the Selling Shareholders propose to sell their Shares is below the Fair Market Value (calculated Series A Preferred Stock or Holder Securities owned by such Holder in accordance with Section 3.6.2) such terms and conditions, and for this purpose, to execute and deliver any purchase agreement or other documentation no less favorable nor more burdensome to the Holders than that applicable to the holders of Common Stock and to deliver any certificates representing such shares at the Closing of such Shares; providedsale, that exchange or other disposition. (c) Notwithstanding Section 3.2(a) and Section 3.2(b), a Holder shall not be required to sell, exchange or otherwise dispose of its Holder Securities or to vote in no event shall the Selling Shareholders be obligated to make the other Shareholders a First Offer.favor of, or consent to, any transaction (or series of related

Bring Along. If one or more Selling Shareholders 4.1. In the event that, prior to the consummation of an IPO, any person or entity (including another Shareholder) (“Purchaser”), (i) offers to purchase all of the issued share capital of the Company, whether in one transaction or in a series of related transactions (the aggregate“Purchase Offer”), own more than 51and (ii) Shareholders holding at least 80% of the Outstanding Common Stock (which Selling Shareholders must include one or more Shareholders other than Capital Z and its Permitted Transferees) receives a Bona Fide Offer from a Third Party Buyer to purchase at least 50% of voting power in the Outstanding Common Stock, such Selling Shareholders may send written notice Company (the "Bring Along Notice"“Selling Shareholders”) agree to accept the Purchase Offer, then all other Shareholders (the "Bring Along “Remaining Shareholders"”) (with a copy shall be obligated to sell their shares upon the Company) notifying them that the other Shareholders will be required to transfer Shares in such sale or other transaction. Upon delivery closing of the Bring Along NoticePurchase Offer agreement (the “Closing”) on the terms and conditions thereof and shall not object to, each Bring Along shall vote in favor of, execute the relevant documentation in connection with and otherwise take all necessary and reasonable actions relating to, such sale, provided, however, that (a) no Remaining Shareholder shall be obligated to transfer make any out-of-pocket expenses in connection with the Purchase Offer; and (b) in the transaction contemplated event that the Remaining Shareholders are required to provide any representations or indemnities in connection with the Purchase Offer (other than customary representations and indemnities), then each Remaining Shareholder shall not be liable for more than its pro-rata share (based upon the amount of consideration received) of any liability for misrepresentation or indemnity and in any event such liability shall not exceed the total consideration received by such Remaining Shareholder for its shares pursuant to this Section 4. At the Bring-Along closing, the Selling Shareholders and the Remaining Shareholders shall deliver to the Company certificates for such shares duly endorsed, or accompanied by written instruments of transfer duly executed by such Selling Shareholders and/or Remaining Shareholders, free and clear of any liens, charges, claims, rights or encumbrances whatsoever, or shall approve and vote in favor of such sale in the Purchase Notice, as the number case may be. 4.2. If a Selling Shareholder or a Remaining Shareholder is obligated to sell its shares, or approve and vote in favor of Shares determined such sale in accordance with this Section 4, and such Selling Shareholder or Remaining Shareholder fails to deliver the certificates representing such shares in accordance with the next sentenceterms of this Section 4 or fails to approve and vote in favor of such sale, the Company shall cancel on its register of the same terms and conditions as shareholders (the Selling Shareholders (including the amount of per Share consideration, subject to appropriate adjustment in the case of warrants, options and other securities that are convertible into or exchangeable or exercisable for shares of Common Stock that have not yet been converted, exchanged or exercised). Each Selling Shareholder and Bring Along Shareholder shall sell in the transaction contemplated by the Bring Along Notice that number of Shares equal to the product of (i“Register”) the number of Shares certificate or certificates representing the shares required to be sold pursuant to this Section 4 (and shall issue new certificates in the Third Party Buyer multiplied by (iiname of the Purchaser) a percentage calculated by dividing (x) and such shares in the number possession of Shares owned by such the Selling Shareholder or Bring Along Remaining Shareholder, as the case may be, by (y) shall cease to be outstanding for any purpose other than evidencing such Selling Shareholder or Remaining Shareholder’s right to receive the total number of Shares owned by all Selling Shareholders and Bring Along Shareholders. Each such Shareholder shall (a) take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by the Selling Shareholdersconsideration for its shares, and (b) appoint the Selling Shareholders as its attorneys-in-fact to do the same on its behalf. If a contract with respect to the transaction contemplated by the Bona Fide Offer has not been entered into within 90 days of receipt of the Bring Along Notice, the obligations of the Shareholders under this Section 3.3 shall terminate with respect to the transaction specified in the Bring-Along Notice, and the Selling Shareholders may not cause such Shareholders to sell pursuant to this Section 3.3 without again complying with whereupon all of the provisions rights of this Section 3.3such Selling Shareholder or Remaining Shareholder in and to such shares shall terminate. Notwithstanding Further, the foregoing, no Shareholder Board of Directors shall be required authorized to transfer Shares in a sale establish an escrow account, for the benefit of such failing Selling Shareholder or other transaction contemplated in this Section 3.3 if the price at Remaining Shareholder, as applicable, into which the Selling Shareholders propose consideration for such securities represented by such cancelled certificate shall be deposited and to sell their Shares is below the Fair Market Value (calculated in accordance with Section 3.6.2) of appoint a trustee to administer such Shares; provided, that in no event shall the Selling Shareholders be obligated to make the other Shareholders a First Offeraccount.