Common use of Co-Sale Clause in Contracts

Co-Sale. Subject to compliance with Section 9.2: (a) If Kadmon I, LLC, Xxxxxx X. Xxxxxx, any entity majority owned by Xxxxxx X. Xxxxxx, or any of their respective Affiliates or Permitted Transferees (for purposes of this Section 9.6, the “Co-Sale Offeree”) receives a bona fide arm’s-length offer to, directly or indirectly, through any transfer of interests in Kadmon I, LLC or otherwise, Transfer any Units to any Person (the “Co-Sale Offeror”), and the Co-Sale Offeree desires to accept such offer, then the Co-Sale Offeree shall, at least twenty (20) business days prior to the proposed closing of such Transfer deliver a notice (the “Co-Sale Notice”) to the Company and each other Member that sets forth: (i) the number of Units to which the Co-Sale Offer relates (the “Offered Units”); (ii) the name of the Co-Sale Offeree; (iii) the proposed amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration and such additional information available to the Co-Sale Offeree as may be reasonably necessary for the Company and other Members to properly analyze the economic value and investment risk of such non-cash consideration) and the terms and conditions of payment offered by the Co-Sale Offeror; and (iv) that the Co-Sale Offeror has been informed of the co-sale rights provided for in this Section 9.6 and has agreed to purchase Units in accordance with the terms hereof. (b) The offer set forth in the Co-Sale Notice shall remain open and irrevocable for a period of twenty (20) business days from the date of its delivery (the “Co-Sale Period”). If a Co-Sale Notice is delivered by a Co-Sale Offeree, the Company shall deliver to each other Member, within seven (7) business days thereafter, a statement of such other Member’s pro rata amount. (c) The Co-Sale Offeree shall not Transfer any Units to the Co-Sale Offeror unless (i) the Co-Sale Notice has been duly delivered and (ii) the other Members are permitted to Transfer their respective pro rata amount of the aggregate number of Units to which the Co-Sale Offer relates (with the Co-Sale Offeree’s Units to be sold being reduced accordingly). (d) On or prior to the expiration of the Co-Sale Period, each other Member may elect to participate in the proposed Transfer by delivering to the Co-Sale Offeree a notice (the “Tag-Along Notice”) specifying the number of Units (up to his, her or its pro rata amount) with respect to which such Other Member shall exercise his, her or its rights under this Section 9.6. In the event that any Member does not elect to exercise its rights pursuant to this Section, the Co-Sale Offeree and each other Member who has exercised its rights pursuant to this Section shall also have a secondary right, on the same terms as are set forth in the Tag-Along Notice, for a period of 10 days from the expiration of the 20 day Co-Sale Period to increase the number of Units to be included in the Tag-Along Notice, up to his, her or its pro rata amount (calculated to give effect to the Units held by other Members who have not exercised their option pursuant to this Section). The Tag-Along Notice shall constitute a binding commitment to sell the Units referenced therein in accordance with this Section 9.6. (e) The Co-Sale Offeree and the participating other Members shall sell to the Co-Sale Offeror, in a single consolidated transaction, all, or at the option of the Co-Sale Offeror, any part of the Units proposed to be sold by them at the same price and upon the same terms and conditions, if any, as set forth in the Co-Sale Notice at any time within thirty (30) days after the expiration of the Co-Sale Period. In all events, the representations, warranties and indemnities applicable to each participating Member will be the same as those applicable to the Co-Sale Offeree, and in no event shall a participating Member be required to make any representation or warranty about the Company or the Co-Sale Offeree nor will any indemnity be required from a participating Member be joint (as opposed to several) or require payment in excess of the net cash proceeds such participating Member receives in the transaction. (f) In the event that the Offered Units are not Transferred by the Co-Sale Offeree and the participating Other Members during such thirty (30) day period, the right of the Co-Sale Offeree and the participating other Members to Transfer such Units shall expire and the obligations of this Section 9.6 shall be reinstated.

Co-Sale. Subject 42.1 Notwithstanding the above, in the event that an any shareholder (the “Vendor”) shall desire to compliance with Section 9.2sell any of his shares in the Company to a third party, during the period commencing at the end of the Incubator Period and ending two (2) years thereafter, all the other shareholders of the Company (the “Other Holders”) shall be entitled to participate in such sale, according to the following procedure: (a) If Kadmon I, LLC, Xxxxxx X. Xxxxxx, any entity majority owned by Xxxxxx X. Xxxxxx, or any The Vendor shall so notify the Other Holders describing in such notification the identity of their respective Affiliates or Permitted Transferees (for purposes of this Section 9.6, the “Co-Sale Offeree”) receives a bona fide arm’s-length offer to, directly or indirectly, through any transfer of interests in Kadmon I, LLC or otherwise, Transfer any Units to any Person (the “Co-Sale Offeror”), proposed purchaser and the Co-Sale Offeree desires material terms of such proposed sale. Upon receipt of such notice, each Other Holder shall have the right to accept such offerexercise the option contained in Article 42.1(b) below. (b) Each of the Other Holders shall have the option, then exercisable by written notice to the Co-Sale Offeree shallVendor, at least within twenty (20) business days prior after receipt of the notice described in Article 42.1(a) above, to require the Vendor to provide as part of his proposed sale that each of the Other Holders be given the right to participate, on the same terms and conditions as the Vendor, in the sale pro rata in proportion to the respective numbers of shares owned at such time by the Other Holders who participate in the proposed closing sale. If any Other Holder shall not respond to such notice in the specified time frame, it shall be deemed a refusal to participate in such sale. The Vendor will not sell shares in the Company which are subject to restrictions set forth in this Article 42, if the Other Holders cannot sell their shares in such transaction in accordance with this Article 42.1(b), unless the holders of the a majority of the Other Holders waive such Transfer deliver right in writing. (c) Notwithstanding the aforementioned in this Article 42 and Article 43 hereof, in the event that the Vendor sells, or agrees to sell, shares of the Company in one transaction or in a notice series of transactions which result in the change in control of the Company (“Change of Control Transaction”), the “Co-Sale Notice”) Other Holder shall have the right to participate in such transaction and to sell all their shares in the Company in the framework and under identical terms and conditions of that same transaction. A Change of Control Transaction shall mean any transaction pursuant to which a person or an entity which is not a shareholder of the Company and each other Member which is not an affiliate of a shareholder or which is not a Permitted Transferee (“Purchaser”) shall acquire more than fifty percent (50%) of the issued and outstanding shares of the Company. In the event that sets forththe Purchaser shall refuse to purchase all of the Other Holders shares, then the Vendor shall not enter into a Change of Control Transaction in which the Other Holders cannot sell all their shares, unless the majority of the Other Holders waive such right in writing. The following procedure shall apply to a Change of Control Transaction: (i) The Vendor shall notify the number Other Holders of Units to which a Change of Control Transaction describing in such notification the Co-Sale Offer relates (identity of the “Offered Units”);proposed purchaser and the material terms of such proposed sale. (ii) the name Each of the Co-Sale Offeree; Other Holders shall have the option, exercisable by written notice to the Vendor, within ten (iii10) days after receipt of the notice described in Article 42.1(i) above, to require the Vendor to provide as part of its proposed sale that each of the Other Holders be given the right to sell all shares in the Company held by such Other Holders in the proposed amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration and sale. If any Other Holders has not responded to such additional information available to the Co-Sale Offeree as may be reasonably necessary for the Company and other Members to properly analyze the economic value and investment risk of such non-cash consideration) and the terms and conditions of payment offered by the Co-Sale Offeror; and (iv) that the Co-Sale Offeror has been informed of the co-sale rights provided for in this Section 9.6 and has agreed to purchase Units in accordance with the terms hereof. (b) The offer set forth notice in the Co-Sale Notice specified time frame, it shall remain open and irrevocable for be deemed to be a period of twenty (20) business days from the date waiver of its delivery (the “Co-Sale Period”). If a Co-Sale Notice is delivered by a Co-Sale Offeree, the Company shall deliver right to each other Member, within seven (7) business days thereafter, a statement of participate in such other Member’s pro rata amount. (c) The Co-Sale Offeree shall not Transfer any Units to the Co-Sale Offeror unless (i) the Co-Sale Notice has been duly delivered and (ii) the other Members are permitted to Transfer their respective pro rata amount of the aggregate number of Units to which the Co-Sale Offer relates (with the Co-Sale Offeree’s Units to be sold being reduced accordingly)sale. (d) On or prior to the expiration of the Co-Sale Period, each other Member may elect to participate in the proposed Transfer by delivering to the Co-Sale Offeree a notice (the “Tag-Along Notice”) specifying the number of Units (up to his, her or its pro rata amount) with respect to which such Other Member shall exercise his, her or its rights under this Section 9.6. In the event that an Vendor should sell any Member does shares in contravention of this Article 42 (a “Prohibited Transfer”) such Prohibited Transfer shall be null and void and the Board of Directors shall not elect to exercise its rights pursuant to this Section, the Co-Sale Offeree and each other Member who has exercised its rights pursuant to this Section shall also have effect any transfer of shares which constitutes a secondary right, on the same terms as are set forth in the Tag-Along Notice, for a period of 10 days from the expiration of the 20 day Co-Sale Period to increase the number of Units to be included in the Tag-Along Notice, up to his, her or its pro rata amount (calculated to give effect to the Units held by other Members who have not exercised their option pursuant to this Section). The Tag-Along Notice shall constitute a binding commitment to sell the Units referenced therein in accordance with this Section 9.6Prohibited Transfer. (e) The Co-Sale Offeree and the participating other Members provisions of this Article 42 shall sell terminate, with respect to the Co-Sale OfferorVendor, in a single consolidated transaction, all, or at upon the option earliest of (a) the initial public offering of the Co-Sale OfferorCompany, any part (b) the 4th anniversary of the Units proposed to be sold by them at incorporation of the same price and upon Company. For clarification purposes the same terms and conditions, if any, as parties agree that the restriction on the sale or transfer of shares set forth in this Articles shall apply, mutatis mutandis, to any sale or transfer of shares in or any other company through which the Co-Sale Notice at any time within thirty (30) days after the expiration of the Co-Sale Period. In all events, the representations, warranties and indemnities applicable to each participating Member will be the same as those applicable to the Co-Sale Offeree, and in no event shall a participating Member be required to make any representation or warranty about the Company or the Co-Sale Offeree nor will any indemnity be required from a participating Member be joint (as opposed to several) or require payment in excess of the net cash proceeds such participating Member receives Vendor holds shares in the transactionCompany. (f) In Notwithstanding anything to the event that the Offered Units are not Transferred by the Co-Sale Offeree and the participating Other Members during such thirty (30) day periodcontrary in this Article 42, the right provisions of this Article 42 will not apply to the transfer of shares to a Permitted Transferee of the Co-Sale Offeree and the participating other Members to Transfer such Units shall expire and the obligations of this Section 9.6 shall be reinstatedtransferor.

Co-Sale. Subject (i) In the event that Xxxxxx shall have received and intends to compliance with Section 9.2: accept an offer from a Purchaser to purchase more than fifty percent (a50%) If Kadmon I, LLC, Xxxxxx X. Xxxxxx, any entity majority of the Common Shares owned by Xxxxxx X. Xxxxxx, or any and its successors and permitted assigns at the time of their respective Affiliates or Permitted Transferees (for purposes of this Section 9.6, the “Co-Sale Offeree”) receives a bona fide arm’s-length offer to, directly or indirectly, through any transfer of interests in Kadmon I, LLC or otherwise, Transfer any Units to any Person (the “Co-Sale Offeror”), and the Co-Sale Offeree desires to accept such offer, then the Co-Sale Offeree shall, at least twenty (20) business days prior Xxxxxx shall provide to the proposed closing of such Transfer deliver all Stockholders a notice containing the information described in Section 2.3 (the “Co-Sale "Xxxxxx Notice”"), and, any other Stockholder or Provident holding Common Shares or Rights (a "Holder") to the Company and each other Member that sets forth: (i) the number of Units to which the Co-Sale Offer relates (the “Offered Units”); (ii) the name of the Co-Sale Offeree; (iii) the proposed amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration and such additional information available to the Co-Sale Offeree as may be reasonably necessary for the Company and other Members to properly analyze the economic value and investment risk of such non-cash consideration) and the terms and conditions of payment offered by the Co-Sale Offeror; and (iv) that the Co-Sale Offeror has been informed of the co-sale rights provided for in this Section 9.6 and has agreed to purchase Units in accordance with the terms hereof. (b) The offer set forth in the Co-Sale Notice shall remain open and irrevocable for a period of twenty (20) business days from the date of its delivery (the “Co-Sale Period”). If a Co-Sale Notice is delivered by a Co-Sale Offeree, the Company shall deliver to each other Member, within seven (7) business days thereafter, a statement of such other Member’s pro rata amount. (c) The Co-Sale Offeree shall not Transfer any Units to the Co-Sale Offeror unless (i) the Co-Sale Notice has been duly delivered and (ii) the other Members are permitted to Transfer their respective pro rata amount of the aggregate number of Units to which the Co-Sale Offer relates (with the Co-Sale Offeree’s Units to be sold being reduced accordingly). (d) On or prior to the expiration of the Co-Sale Period, each other Member may elect to participate in the proposed Transfer contemplated transfer to the Purchaser by delivering written notice to the Co-Sale Offeree a notice (the “Tag-Along Notice”) specifying the number of Units (up to his, her or its pro rata amount) with respect to which such Other Member shall exercise his, her or its rights under this Section 9.6. In the event that any Member does not elect to exercise its rights pursuant to this Section, the Co-Sale Offeree and each other Member who has exercised its rights pursuant to this Section shall also have a secondary right, on the same terms as are set forth in the Tag-Along Notice, for a period of 10 days from the expiration of the 20 day Co-Sale Period to increase the number of Units to be included in the Tag-Along Notice, up to his, her or its pro rata amount (calculated to give effect to the Units held by other Members who have not exercised their option pursuant to this Section). The Tag-Along Notice shall constitute a binding commitment to sell the Units referenced therein in accordance with this Section 9.6. (e) The Co-Sale Offeree and the participating other Members shall sell to the Co-Sale Offeror, in a single consolidated transaction, all, or at the option of the Co-Sale Offeror, any part of the Units proposed to be sold by them at the same price and upon the same terms and conditions, if any, as set forth in the Co-Sale Notice at any time Xxxxxx within thirty (30) days after receipt by said Holder (the expiration of the "Co-Sale Election Period"). In If any such Holder elects to participate in the contemplated transfer (a "Participating Holder"), Xxxxxx and each Participating Holder shall be entitled to participate in the contemplated transfer pro rata based on the relative ownership of Common Shares (treating, for such purposes, all eventsWarrants as if they had been exercised) among Heller and all Participating Holders. The purchase by the Purchaser of the Common Shares of Participating Holders and Xxxxxx shall be upon the terms set forth in the Xxxxxx Notice. If Electra and/or Provident elects to participate in any sale pursuant to this Section 2.4, Electra shall, to the representationsextent required by the Purchaser thereof, warranties and indemnities exercise the Warrants or Provident Warrants, as applicable, for sufficient number of Warrant Shares or Provident Shares, as applicable to each participating Member will be the same as those applicable to the Co-Sale Offeree, and participate in no event shall a participating Member be required to make any representation or warranty about the Company or the Co-Sale Offeree nor will any indemnity be required from a participating Member be joint (as opposed to several) or require payment in excess of the net cash proceeds such participating Member receives in the transactionsale. (fii) In the event that Xxxxxx shall have received and intends to accept an offer from a Purchaser to purchase any of the Offered Units are not Transferred Common Shares up to fifty (50%) percent of such Common Shares (for a purchase greater than fifty (50%) percent, clause (i) above shall apply), owned by Xxxxxx and its successors and permitted assigns at the time of the offer, Xxxxxx shall provide to Electra and Provident the Xxxxxx Notice and Electra or Provident may elect to participate in the contemplated transfer to the Purchaser by delivering written notice to Xxxxxx within the Co-Sale Offeree Election Period. If either Electra or Provident elects to participate in the contemplated transfer (hereinafter, for purposes of subsection 2.6(b) below, Electra and/or Provident, as applicable, shall be considered a "Participating Holder"), Electra and/or Provident, as applicable, shall be entitled to participate in the contemplated transfer pro rata (treating, for such purposes, all Warrants and Provident Warrants, as applicable, as if they had been exercised) with Xxxxxx. The purchase by the Purchaser of the Warrant Shares of Electra, the Provident Shares of Provident and the participating Other Members during Common Shares of Xxxxxx shall be upon the terms set forth in the Xxxxxx Notice. If Electra and/or Provident elects to participate in any sale pursuant to this Section 2.4, Electra and/or Provident shall, to the extent required by the Purchaser thereof, exercise the Warrants or Provident Warrants, as applicable, for sufficient number of Warrant Shares or Provident Shares, as applicable, to participate in such thirty sale. (30b) day period, Xxxxxx shall use its best efforts to obtain the right agreement of the Co-Sale Offeree Purchaser to the inclusion of the Common Shares owned by the Participating Holders in lieu of a portion of Xxxxxx'x Common Shares in the proposed sale; provided, that if the Purchaser declines to allow the participation of the Participating Holders in such sale, Xxxxxx may proceed with such transfer of Common Shares; provided, that Xxxxxx offers to purchase Shares from such Participating Holders on the same terms and in the same proportions as would have been applicable if such Shares were sold to the Purchaser. (c) Notwithstanding the terms of Section 2.3 or subsection 2.4(a), if the terms of any bona fide offer are such that an offer by any non- affiliated third party (i) is made to all holders of outstanding Common Shares and Rights for all of their Common Shares and Rights and makes provision for the purchase or redemption of all Preferred Shares outstanding and Xxxxxx elects to sell all of the Common Shares owned by it; (ii) provides for the purchase of all or substantially all of the assets of the Corporation; or (iii) contemplates the merger of the Corporation with and into any other corporation in which the Holders would receive cash and/or securities of such other corporation; provided, however, that with respect to any actions contemplated by clauses (i), (ii) or (iii), such actions would result in Electra realizing on a cumulative basis an IRR of at least twenty percent (20%) to the date of the proposed closing date of such offer (in addition to the consideration to be received by Electra in such transaction with respect to securities of the Corporation it may own other than the Shares of Series C Preferred Stock and the participating other Members Warrants issued under the Securities Purchase Agreement), then if the holders of a majority of the outstanding Common Shares (voting as a single class) desire to Transfer accept such Units shall expire and offer, all of the obligations of this Section 9.6 Holders shall be reinstateddeemed by virtue of their being parties to this Agreement to have (x) accepted such offer and they shall sell the Common Shares (and, to the extent applicable, Preferred Shares or Rights) held by them to the Purchaser making such offer on the terms contained in such offer and (y) agreed to vote all Shares held by them, regardless of class or series, to approve such transactions and to take all other actions necessary to permit the consummation of such transactions.

Co-Sale. Subject to compliance with Section 9.2: (a) If Kadmon IExcept as provided in Section 5(f) and (g) below, LLC, Xxxxxx X. Xxxxxx, if any entity majority owned by Xxxxxx X. Xxxxxx, or any of their respective Affiliates or Permitted Transferees (for purposes of this Section 9.6, the “Co-Sale Offeree”) receives a bona fide arm’s-length offer to, directly or indirectly, through any transfer of interests in Kadmon I, LLC or otherwise, Major Stockholder proposes to Transfer any Units Stockholder Shares to any Person (the “Co-third party before a Qualified Public Offering or Qualified Sale Offeror”)Transaction, and the Co-Sale Offeree desires to accept such offer, then the Co-Sale Offeree Major Stockholder shall, at least twenty (20) business 30 days prior to the proposed closing of before such Transfer Transfer, deliver a notice (the “Co-"Sale Notice”") to the Company and each the other Member that sets forth: (i) the number of Units to which the Co-Sale Offer relates Stockholders (the “Offered Units”); (ii"Other Stockholders") specifying the name identity of the Co-Sale Offeree; (iii) the proposed amount transferee and type of consideration (including, if the consideration consists disclosing in whole or in part of non-cash consideration and such additional information available to the Co-Sale Offeree as may be reasonably necessary for the Company and other Members to properly analyze the economic value and investment risk of such non-cash consideration) and reasonable detail the terms and conditions of payment offered by the Co-Sale Offeror; and (iv) that proposed Transfer including whether the Co-Sale Offeror has been informed of the co-sale rights provided for in this Section 9.6 and has agreed offer to purchase Units in accordance with the terms hereofsuch shares is irrevocable for a period of at least 30 days. (b) The offer set forth in Major Stockholder shall not consummate the Co-Transfer until 30 days after the Sale Notice shall remain open and irrevocable for a period of twenty (20) business days from the date of its delivery (the “Co-Sale Period”). If a Co-Sale Notice is delivered by a Co-Sale Offeree, has been given to the Company shall deliver and the Other Stockholders, unless the Company and all of the Other Stockholders consent in writing to each other Member, within seven (7) business days thereafter, a statement an earlier consummation of such other Member’s pro rata amountthe proposed Transfer. (c) The Co-Sale Offeree shall not Transfer any Units to the Co-Sale Offeror unless (i) the Co-Sale Notice has been duly delivered and (ii) the other Members are permitted to Transfer their respective pro rata amount Within 15 days after delivery of the aggregate number of Units to which the Co-Sale Offer relates (with the Co-Sale Offeree’s Units to be sold being reduced accordingly). (d) On or prior to the expiration of the Co-Sale PeriodNotice, each other Member Other Stockholder may elect to participate in the proposed Transfer by delivering to the Co-Sale Offeree such Major Stockholder a notice (the “"Tag-Along Notice”") specifying the number of Units Stockholder Shares (up to hisclass, her or its pro rata amountseries, number) with respect to which such the Other Member shall exercise his, her or Stockholder exercises its rights right under this Section 9.6. In 5. (d) Any shares included in any Tag-Along Notice that are of the event that any Member does not elect same series and class of shares as the shares of Stockholder Shares proposed to exercise its rights pursuant to this Section, be transferred in the Co-Sale Offeree and each other Member who has exercised its rights pursuant to this Section Notice shall also have a secondary right, be transferred on the same terms as are and conditions set forth in the Tag-Along Sale Notice, for a period of 10 days from the expiration of the 20 day Co-Sale Period to increase the number of Units to be . Any shares included in the Tag-Along Notice, up Notice that are of a different class or series than the shares proposed to his, her or its pro rata amount (calculated to give effect to be transferred in the Units held by other Members who have not exercised their option pursuant to this Section). The Tag-Along Sale Notice shall constitute a binding commitment to sell be transferred upon the Units referenced therein same conditions and Relatively Equivalent Terms as set forth in accordance with this Section 9.6the Sale Notice. (e) The Co-Sale Offeree and Each of the participating other Members Other Stockholders shall sell be entitled to Transfer up to a number of Stockholder Shares equal to its pro rata amount of the aggregate number of Stockholder Shares subject to the Co-Sale Offeror, in a single consolidated transaction, all, or at the option of the Co-Sale Offeror, any part of the Units proposed to be sold by them at the same price and upon the same terms and conditions, if any, as set forth in the Co-Sale Notice at any time within thirty (30) days after the expiration of the Co-Sale Period. In all events, the representations, warranties and indemnities applicable to each participating Member will be the same as those applicable to the Co-Sale Offeree, and in no event shall a participating Member be required to make any representation or warranty about the Company or the Co-Sale Offeree nor will any indemnity be required from a participating Member be joint (as opposed to several) or require payment in excess of the net cash proceeds such participating Member receives in the transactionTransfer. (f) In Transfers to Affiliates shall not be subject to this Section 5; provided, however, that such Affiliates must execute a counterpart of this Agreement, whereupon such Person shall be bound by, and entitled to the event that the Offered Units are benefits of, this Agreement. (g) The provisions of Section 5(a) through (e) shall not Transferred by the Co-Sale Offeree and the participating Other Members during such thirty (30be applicable to Xxxxxxxxx'x transfer of up to 50% of his Stockholder Shares for no or de minimus consideration to an organization qualified under Section 501(c) day period, the right of the Co-Sale Offeree and the participating other Members Internal Revenue Code of 1986, as amended; provided, however that Xxxxxxxxx shall not transfer pursuant to Transfer such Units shall expire and the obligations of this Section 9.6 shall be reinstated5(g) any amount of Stockholder Shares that in the aggregate would result in Xxxxxxxxx having legal or beneficial ownership of less than 5% of the Company's Common Stock on a Fully Diluted Basis.

Co-Sale. Subject to compliance with Section 9.2: (a) If Kadmon IUntil five years from the Closing Date in respect of Warrants and Warrant Shares held by Lenders and their Affiliates and three years from the Closing Date in respect of Warrants and Warrant Shares held by all other Persons, LLCif any of Consumers Packaging, Xxxxxx X. Xxxxxx, any entity majority owned by Xxxxxx X. Xxxxxx, U.S. Holdco or any of their respective Affiliates or Permitted Transferees (all of the foregoing, the "Section 6 Offerees", and each of the foregoing a party to this Agreement only for the purposes of this Section 9.66) intend to sell, the “Co-Sale Offeree”) receives subject to Section 6.01(c), any of their Securities to, or receive a bona fide arm’s-length offer tofor their Securities from, directly a Third Party (hereinafter called the "Section 6 Offeror") which such Section 6 Offerees intend to consummate or indirectly, through any transfer of interests accept for a specified price payable in Kadmon I, LLC cash or otherwise, Transfer any Units to any Person otherwise and on specified terms and conditions (hereinafter called the “Co-Sale Offeror”"Section 6 Offer"), and the Co-Sale Offeree desires to accept then such offer, then the Co-Sale Offeree shall, at least twenty (20) business days prior to the proposed closing of such Transfer deliver Section 6 Offerees shall promptly forward a notice (the “Co-Sale a "Section 6 Notice”") complying with Section 6(b) hereof to the Company and each other Member that sets forth: the Holders. Subject to Section 6(c) hereof, the Section 6 Offerees shall not sell any of their Securities to the Section 6 Offeror unless (i) the number terms of Units the Section 6 Offer are extended to the Holders with respect to the Warrants and the Warrant Shares, (ii) if the Section 6 Offer, as extended, relates to less than all of the Securities proposed to be sold by the Section 6 Offerees and the Holders and any other Securityholders exercising a right to participate in such Section 6 Offer (any "Participating Third Party Holders"), the Sale shall include a pro rata portion of the Securities proposed to be Sold by each of such Securityholders based on the same proportion that the Securities proposed to be Sold by the Section 6 Offerees bears to the aggregate Securities owned by the Section 6 Offerees and (iii) the Section 6 Offerees shall bear all costs 26 27 and expenses incurred in connection with the consummation of the Sale of Securities to the Section 6 Offeror (other than the costs and expenses (including legal costs and expenses) directly incurred by each such Holder in connection with its evaluation and review of such Sale of Securities). (b) The Section 6 Notice shall set forth (i) the aggregate percentage (and number) of the shares of Common Stock or other capital stock of the Company represented by the Securities to which the Co-Sale Section 6 Offer relates (and the “Offered Units”); name or names of the Section 6 Offerees and any Participating Third Party Holders to the extent the Company has knowledge; (ii) the name and address of the Co-Sale Offeree; Section 6 Offeror; (iii) the proposed amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration and consideration, such additional information available to the Co-Sale Offeree Section 6 Offerees as may be reasonably necessary for the Company and other Members Holders to properly analyze the economic value and investment risk of such non-cash consideration) and the terms and conditions of payment offered by the Co-Sale Section 6 Offeror; and (iv) the percentage (and number) of the shares of Common Stock or other capital stock of the Company held by each Securityholder as of the close of business on the date of such Section 6 Notice; and (v) that the Co-Sale Section 6 Offeror has been informed of the co-sale rights provided for in this Section 9.6 6 and has agreed to purchase Units the Warrants or the Warrant Shares (at each Holder's election) in accordance with the terms hereof. (b) The offer set forth in the Co-Sale Notice shall remain open and irrevocable for a period of twenty (20) business days from the date of its delivery (the “Co-Sale Period”). If a Co-Sale Notice is delivered by a Co-Sale Offeree, the Company shall deliver to each other Member, within seven (7) business days thereafter, a statement of such other Member’s pro rata amount. (c) The Co-Sale Offeree shall not Transfer any Units to the Co-Sale Offeror unless (i) the Co-Sale Notice has been duly delivered and (ii) the other Members are permitted to Transfer their respective pro rata amount of the aggregate number of Units to which the Co-Sale Offer relates (with the Co-Sale Offeree’s Units to be sold being reduced accordingly). (d) On or prior to the expiration of the Co-Sale Period, each other Member may elect to participate in the proposed Transfer by delivering to the Co-Sale Offeree a notice (the “Tag-Along Notice”) specifying the number of Units (up to his, her or its pro rata amount) with respect to which such Other Member shall exercise his, her or its rights under this Section 9.66. In the event that any Member does not elect to exercise its rights pursuant to this Section, the Co-Sale Offeree and each other Member who has exercised its rights pursuant to this Section No Holder shall also have a secondary right, on the same terms as are set forth in the Tag-Along Notice, for a period of 10 days from the expiration of the 20 day Co-Sale Period to increase the number of Units to be included in the Tag-Along Notice, up to his, her or its pro rata amount (calculated to give effect to the Units held by other Members who have not exercised their option pursuant to this Section). The Tag-Along Notice shall constitute a binding commitment to sell the Units referenced therein in accordance with this Section 9.6. (e) The Co-Sale Offeree and the participating other Members shall sell to the Co-Sale Offeror, in a single consolidated transaction, all, or at the option of the Co-Sale Offeror, any part of the Units proposed to be sold by them at the same price and upon the same terms and conditions, if any, as set forth in the Co-Sale Notice at any time within thirty (30) days after the expiration of the Co-Sale Period. In all events, the representations, warranties and indemnities applicable to each participating Member will be the same as those applicable to the Co-Sale Offeree, and in no event shall a participating Member be required to make any representations and warranties to any Person in connection with the exercise by such Holder of its co-sale rights as provided in this Section 6 except as to (i) good title and the absence of liens with respect to such Holder's Warrants or Warrant Shares, (ii) the corporate or other existence of such Holder and (iii) the authority for and the validity and binding effect of, and the absence of any conflicts under the charter documents and material agreements of such Holder as to, any agreements entered into by such Holder in connection with such co-sale rights. No Holder shall be required to provide any indemnities in connection with the exercise of such co-sale rights except for a breach of such representations and warranties made by such Holder; provided that, notwithstanding the foregoing, each Holder shall be obligated to join on a pro rata basis (based on such Holder's share of the aggregate proceeds received in any such sale) in any indemnification that all Section 6 Offerees and Participating Third Party Holders agree to provide in connection with any such sale (other than any such obligations that relate specifically to any representation or warranty about made by a particular Section 6 Offeree or Participating Third Party Holder regarding such Person's title to and ownership of Securities and such Person's authority, power and right (legally and contractually) to enter into and consummate any such sale), provided that no Holder shall be obligated in connection with any such sale to agree to indemnify or hold harmless the Company or the Co-Sale Offeree nor will any indemnity be required from a participating Member be joint Section 6 Offerors (as opposed taken together) with respect to several) or require payment an amount in excess of the net cash proceeds paid to such participating Member receives Holder in the transactionconnection with any such sale. (fc) In the event that the Offered Units are not Transferred by the Co-Sale Offeree and the participating Other Members during such thirty (30) day period, the This Section 6 right of co-sale shall only apply to a Sale of Securities in a single or related series of transactions by Section 6 Offerees which either (i) result in Consumer Packaging and its Affiliates owning less than 50.1% of the CoFully-Sale Offeree Diluted Common Stock or (ii) represents 10% or more of the Fully-Diluted Common Stock and shall not apply to any Warrants or Warrant Shares previously sold pursuant to an effective registration statement under the participating other Members Securities Act or pursuant to Transfer such Units shall expire and the obligations of this Section 9.6 shall be reinstatedRule 144 thereunder.

Co-Sale. Subject to compliance with Section 9.2: (a) If Kadmon INeither Xxxxxxx nor Xxxxxxxx will sell (the "selling shareholder") any shares of Stock (other than: (x) to Permitted Transferee, LLC, Xxxxxx X. Xxxxxx, in which event any entity majority owned shares of Stock acquired by Xxxxxx X. Xxxxxx, or any of their respective Affiliates or such Permitted Transferees (for purposes of Transferee shall remain subject to the other shareholder's co-sale rights pursuant to this Section 9.6, 5; (y) in a registered public offering; or (z) in accordance with Rule 144 promulgated under the “Co-Sale Offeree”) receives a bona fide arm’s-length offer to, directly or indirectly, through any transfer of interests in Kadmon I, LLC or otherwise, Transfer any Units to any Person (the “Co-Sale Offeror”1933 Act), except to a transferee who is willing to purchase such shares of Stock as part of a transaction in which a pro rata portion of the aggregate number of shares of Stock being purchased by such transferee is being purchased from other shareholder if he chooses to participate in such transaction (such pro rata portion to be computed with respect to Xxxxxxx and Xxxxxxxx by multiplying the aggregate number of shares of Stock to be purchased by such transferee by a fraction (i) the numerator of which is the number of shares of Stock held by the other shareholder, and (ii) the denominator of which is the total number of shares of Stock held collectively by the selling shareholder and the Co-Sale Offeree desires other shareholder). (b) In the event that a selling shareholder proposes to accept such offer, then the Co-Sale Offeree shall, at least twenty (20) business days prior consummate a sale of shares of Stock that is subject to the proposed closing of such Transfer deliver a other shareholder's co-sale rights, he will give written notice (the “"Co-Sale Notice”") to the Company and each other Member that sets forth: shareholder, stating the material terms of the offer. If the other shareholder wishes to participate in such sale as to his pro rata portion, he shall give the selling shareholder(s) notice to such effect within fifteen (i15) the number of Units to which the Co-Sale Offer relates (the “Offered Units”); (ii) the name days after receipt of the Co-Sale Offeree; (iii) the proposed amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration and such additional information available to the Co-Sale Offeree as may be reasonably necessary for the Company and other Members to properly analyze the economic value and investment risk of such non-cash consideration) and the terms and conditions of payment offered by the Co-Sale Offeror; and (iv) that the Co-Sale Offeror has been informed of the co-sale rights provided for in this Section 9.6 and has agreed to purchase Units in accordance with the terms hereof. (b) The offer set forth in the Co-Sale Notice shall remain open and irrevocable for a period of twenty (20) business days from the date of its delivery (the “Co-Sale Period”). If a Co-Sale Notice is delivered by a Co-Sale Offeree, the Company shall deliver to each other Member, within seven (7) business days thereafter, a statement of such other Member’s pro rata amountNotice. (c) The CoXxxxxxx'x and Xxxxxxxx'x co-Sale Offeree sale rights shall not Transfer terminate: (x) as to any Units to shares of shares of Stock sold by the Co-Sale Offeror unless (i) other shareholder in a "brokers' transaction" as presently defined in Rule 144 of the Co-Sale Notice has been duly delivered SEC; and (iiy) the as to any shares of Stock sold in a transaction in which other Members are permitted shareholder elected not to Transfer their respective pro rata amount of the aggregate number of Units to which the Coexercise his co-Sale Offer relates (with the Co-Sale Offeree’s Units to be sold being reduced accordingly). (d) On or prior to the expiration of the Co-Sale Period, each other Member may elect to participate in the proposed Transfer by delivering to the Co-Sale Offeree a notice (the “Tag-Along Notice”) specifying the number of Units (up to his, her or its pro rata amount) with respect to which such Other Member shall exercise his, her or its sale rights under this Section 9.6. In the event that any Member does not elect to exercise its rights pursuant to this Section, the Co-Sale Offeree and each other Member who has exercised its rights pursuant to this Section shall also have a secondary right, on the same terms as are set forth in the Tag-Along Notice, for a period of 10 days from the expiration of the 20 day Co-Sale Period to increase the number of Units to be included in the Tag-Along Notice, up to his, her or its pro rata amount (calculated to give effect to the Units held by other Members who have not exercised their option pursuant to this Section). The Tag-Along Notice shall constitute a binding commitment to sell the Units referenced therein in accordance with this Section 9.65. (e) The Co-Sale Offeree and the participating other Members shall sell to the Co-Sale Offeror, in a single consolidated transaction, all, or at the option of the Co-Sale Offeror, any part of the Units proposed to be sold by them at the same price and upon the same terms and conditions, if any, as set forth in the Co-Sale Notice at any time within thirty (30) days after the expiration of the Co-Sale Period. In all events, the representations, warranties and indemnities applicable to each participating Member will be the same as those applicable to the Co-Sale Offeree, and in no event shall a participating Member be required to make any representation or warranty about the Company or the Co-Sale Offeree nor will any indemnity be required from a participating Member be joint (as opposed to several) or require payment in excess of the net cash proceeds such participating Member receives in the transaction. (f) In the event that the Offered Units are not Transferred by the Co-Sale Offeree and the participating Other Members during such thirty (30) day period, the right of the Co-Sale Offeree and the participating other Members to Transfer such Units shall expire and the obligations of this Section 9.6 shall be reinstated.