Common use of Drag Along/Tag Along Rights Clause in Contracts

Drag Along/Tag Along Rights. (a) (i) In the event Holders holding greater than seventy-five percent (75%) of the outstanding Shares of Common Stock on an As-Converted Basis (the “Dragging Holders”) propose to sell, in any transaction or series of related transactions, all of their Shares and Warrants other than to a Person described in clauses (a)-(d) of clause (2) of the definition of Permitted Transfer in Section 1 (a “Drag-Along Sale”), the Dragging Holders shall have the right, at their option, to require all, but not less than all, of the other Holders (each, a “Drag-Along Holder”) to sell all of their Shares and Warrants in such Drag-Along Sale. (ii) The Dragging Holders shall provide each Drag-Along Holder notice of the terms and conditions of such proposed Transfer (the “Drag-Along Notice”) not later than twenty (20) business days prior to the closing of the proposed Drag-Along Sale. The Drag-Along Notice shall identify the consideration for which the Transfer is proposed to be made, and all other material terms and conditions of the Drag-Along Sale, including the form of the proposed agreement, if any. Each Drag-Along Holder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Notice. (iii) Within ten (10) business days following the date of the Drag-Along Notice (the “Drag-Along Notice Period”), each Drag-Along Holder must deliver to the Dragging Holders (i) wire transfer instructions for payment of the purchase price for the Shares or Warrants to be sold in such Drag-Along Sale, (ii) a limited power-of-attorney authorizing the Dragging Holders to transfer such Shares or Warrants on the terms set forth in the Drag-Along Notice, and (iii) all other documents required to be executed in connection with such Drag-Along Sale. If any Drag-Along Holder fails to deliver any such documents, the Company shall cause the books and records of the Company to show that such Drag-Along Holder is bound by the provisions of this Section 3(a) and that the Shares or Warrants of such Drag-Along Holder shall be transferred to the acquiring party immediately upon surrender for transfer by the Drag-Along Holder thereof. (iv) If, at the end of a 90-day period after the date on which the Dragging Holders give the Drag-Along Notice (which 90-day period shall be extended if any of the transactions contemplated by the Drag-Along Sale are subject to regulatory approval until the expiration of five business days after all such approvals have been received, but in no event later than 120 days following the delivery of the Drag-Along Notice), the Drag-Along Sale has not been completed on substantially the same terms and conditions set forth in the Drag-Along Notice, the Drag-Along Holders shall no longer be obligated to sell their Shares or Warrants pursuant to such Drag-Along Notice and the Dragging Holders shall return to each Drag-Along Holder the limited power-of-attorney (and all copies thereof) that such Drag-Along Holder delivered for transfer pursuant to this Section 3(a) and any other documents in the possession of the Dragging Holders executed by such Drag-Along Holder in connection with the proposed Drag-Along Sale. (v) Concurrently with the consummation of the Drag-Along Sale, the Dragging Holders shall (A) notify the Drag-Along Holders thereof, (B) remit to the Drag-Along Holders the total consideration for the Shares or Warrants of the Drag-Along Holders transferred pursuant thereto, and (C) promptly after the consummation of the Drag-Along Sale, furnish such other evidence of the completion and the date of completion of such Transfer and the terms thereof as may be reasonably requested by the Drag-Along Holders. (vi) Notwithstanding anything contained in this Section 3(a), there shall be no liability on the part of the Dragging Holders to the Drag-Along Holders if the Transfer of the Shares and Warrants pursuant to this Section 3(a) is not consummated for any reason. (vii) Notwithstanding anything contained in this Section 3(a), the obligations of the Drag-Along Holders to participate in a Drag-Along Sale are subject to the following conditions: (A) upon the consummation of such Drag-Along Sale, all of the Holders participating therein will receive the same form of consideration and shall be subject to all of the same other terms and conditions of such sale (and no such terms and conditions shall be less favorable to the Drag-Along Holders than to the Dragging Holders) in a manner proportionate to their relative number of Shares (on as As-Converted Basis) being sold; provided, however, that, with respect to any Warrants or Shares of Preferred Stock included in a Drag-Along Sale, the consideration payable in respect of such Warrants or Shares shall be the amount of consideration payable in respect of the number of Shares of Common Stock issuable upon the exercise of such Warrants and conversion of such Shares of Preferred Stock and the Shares of Preferred Stock issuable upon the exercise of such Warrants, less, in the case of Warrants, the aggregate exercise price of such Warrants; and provided, further, that each Drag-Along Holder shall only be obligated to make individual representations and warranties with respect to its title to and ownership of the applicable Shares or Warrants, authorization, execution and delivery of relevant documents, enforceability of such documents against the Drag-Along Holder, and other matters relating to such Drag-Along Holder, but not with respect to any of the foregoing with respect to any other Holders or their Shares or Warrants; and provided, further, that all representations, warranties, covenants and indemnities shall be made by each of the Dragging Holders and each Drag-Along Holder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by each of the Dragging Holders and each Drag-Along Holder, in each case in an amount not to exceed the aggregate proceeds received by such Dragging Holder or Drag-Along Holder, as applicable, in connection with the Drag-Along Sale; and (B) no Drag-Along Holder participating therein shall be obligated to pay any expenses incurred in connection with any unconsummated Drag-Along Sale, and each Holder shall be obligated to pay only its pro rata share (based on the relative number of Shares (on an As-Converted Basis) being sold) of expenses incurred in connection with a consummated Drag-Along Sale to the extent such expenses are incurred for the benefit of all Holders and are not otherwise paid by the Company or another Person. (i) In the event that Holders holding greater than fifty percent (50%) of the outstanding Shares of Common Stock on an As-Converted Basis (the “Tag-Along Holders”) propose to sell, in any transaction or series of related transactions, all or substantially all of their Shares and Warrants other than to a Person described in clauses (a)-(d) of clause (2) of the definition of Permitted Transfer in Section 1 (a “Tag-Along Sale”), and in the case of a Drag-Along Sale, the Tag-Along Holders do not exercise their rights under Section 3(a), (A) the Tag-Along Holders shall provide each other Holder notice of the terms and conditions of such proposed Transfer (the “Tag-Along Notice”) and offer each other Holder the opportunity to participate in such Transfer in accordance with this Section 3(b), such Tag-Along Notice to be provided not later than twenty (20) business days prior to the closing of the proposed Tag-Along Sale, and (B) each other Holder may elect, at its option, to participate in the proposed transfer in accordance with this Section 3(b) (each such electing Holder, a “Tagging Holder”). (ii) The Tag-Along Notice shall identify the consideration for which the Transfer is proposed to be made, and all other material terms and conditions of the Tag-Along Sale, including the form of the proposed agreement, if any. (iii) From the date of its receipt of the Tag-Along Notice, each Tagging Holder shall have the right (a “Tag-Along Right”), exercisable by notice (the “Tag-Along Response Notice”) given to the Tag-Along Holders within ten (10) business days after its receipt of the Tag-Along Notice (the “Tag-Along Notice Period”), to request that the Tag-Along Holders include in the proposed sale the Shares and Warrants held by such Tagging Holder, and the Tag-Along Holders shall not be allowed to sell any of their Shares or Warrants in the proposed sale without the simultaneous sale of all Shares and Warrants elected to be included by such Tagging Holder in accordance with this Section 3(b). (iv) Each Tag-Along Response Notice shall include wire transfer instructions for payment of the purchase price for the Shares or Warrants to be sold in such Tag-Along Sale. Each Tagging Holder that exercises its Tag-Along Rights hereunder shall deliver to the Tag-Along Holders, with its Tag-Along Response Notice, a limited power-of-attorney authorizing the Tag-Along Holders to transfer its Shares or Warrants on the terms set forth in the Tag-Along Notice and all other documents required to be executed in connection with such Tag-Along Sale. Delivery of the Tag-Along Response Notice with such limited power-of-attorney shall constitute an irrevocable acceptance of the terms of the Tag-Along Sale by such Tagging Holder. (v) If, at the end of a 90-day period after delivery of the Tag-Along Response Notice (which 90-day period shall be extended if any of the transactions contemplated by the Tag-Along Sale are subject to regulatory approval until the expiration of five business days after all such approvals have been received, but in no event later than 120 days following receipt by the Tag-Along Holders of the Tag-Along Response Notice), the Tag-Along Holders have not completed the transfer of their Shares or Warrants, along with any Shares or Warrants being sold by any Tagging Holder, on substantially the same terms and conditions set forth in the Tag-Along Notice, the Tag-Along Holders shall (i) return to each Tagging Holder the limited power-of-attorney (and all copies thereof) that such Tagging Holder executed and any other documents in the possession of the Tag-Along Holders executed by the Tagging Holders in connection with the proposed Tag-Along Sale, and (ii) not conduct any transfer of their Shares or Warrants without again complying with this Section 3(b). (vi) Concurrently with the consummation of the Tag-Along Sale, the Tag-Along Holders shall (i) notify the Tagging Holders thereof, (ii) remit to the Tagging Holders the total consideration for the Shares or Warrants of the Tagging Holders transferred pursuant thereto, and (iii) promptly after the consummation of the Tag-Along Sale, furnish such other evidence of the completion and the date of completion of such Transfer and the terms thereof as may be reasonably requested by the Tagging Holders. (vii) If at the termination of the Tag-Along Notice Period any Holder shall not have elected to participate in the Tag-Along Sale, such Holder shall be deemed to have waived its rights under this Section 3(b) with respect to the Transfer of its Shares or Warrants pursuant to such Tag-Along Sale. (viii) Notwithstanding anything contained in this Section 3(b), there shall be no liability on the part of the Tag-Along Holders to the Tagging Holders if the transfer of the Shares and Warrants pursuant to this Section 3(b) is not consummated for whatever reason, provided that the Tagging Holders have complied with their notice and other obligations under this Section 3(b). Whether to effect a transfer of Shares or Warrants by the Tag-Along Holders is in the sole and absolute discretion of the Tag-Along Holders. (ix) Notwithstanding anything contained in this Section 3(b), the rights and obligations of the Holders to participate in a Tag-Along Sale are subject to the following conditions: (A) upon the consummation of such Tag-Along Sale, all of the Holders participating therein will receive the same form of consideration and shall be subject to all of the same other terms and conditions of such sale (and no such terms and conditions shall be less favorable to the Tagging Holders than to the Tag-Along Holders) in a manner proportionate to their relative Shares (on an As-Converted Basis) being sold; provided, however, that, with respect to any Warrants or Shares of Preferred Stock included in a Tag-Along Sale, the consideration payable in respect of such Warrants or Shares shall be the amount of consideration payable in respect of the number of Shares of Common Stock issuable upon the exercise of such Warrants and conversion of such Shares of Preferred Stock and the Shares of Preferred Stock issuable upon the exercise of such Warrants, less, in the case of Warrants, the aggregate exercise price of such Warrants; and provided, further, that each Tagging Holder shall only be obligated to make individual representations and warranties with respect to its title to and ownership of the applicable Shares or Warrants, authorization, execution and delivery of relevant documents, enforceability of such documents against the Tagging Holder, and other matters relating to such Tagging Holder, but not with respect to any of the foregoing with respect to any other Holders or their Shares or Warrants; and provided, further, that all representations, warranties, covenants and indemnities shall be made by each of the Tag-Along Holders and each Tagging Holder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by each of the Tag-Along Holders and each Tagging Holder, in each case in an amount not to exceed the aggregate proceeds received by such Tag-Along Holder or Tagging Holder, as applicable, in connection with the Tag-Along Sale; and (B) no Tagging Holder participating therein shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale, and each Holder shall be obligated to pay only its pro rata share (based on the relative number of Shares (on an As-Converted Basis) transferred) of expenses incurred in connection with a consummated Tag-Along Sale to the extent such expenses are incurred for the benefit of all such Holders and are not otherwise paid by the Company or another Person.

Drag Along/Tag Along Rights. (a) (i) In Notwithstanding anything contained in this Agreement to the contrary, in the event Holders holding greater the holders of more than seventy-five percent (75%) a majority of the outstanding Shares Stock of Common Stock on an As-Converted Basis the Seller (the “Dragging HoldersOfferees”) propose have received and approved a bona fide written offer from any third party, to sellpurchase or otherwise acquire Stock in the Seller, which purchase or acquisition would result in any transaction or series of related transactions, all of their Shares and Warrants other such person owning more than to a Person described in clauses (a)-(d) of clause (2) majority of the definition Stock of Permitted Transfer in Section 1 the Seller either by way of sale, merger, consolidation, or reorganization, then the Offerees shall serve written notice to that effect to XXXX (a the “Drag-Along Notice of Sale”)) stating the name and address of the offeror, the Dragging Holders shall have Stock proposed to be sold, and the rightprice, at their option, to require all, but not less than all, of the other Holders (each, a “Drag-Along Holder”) to sell all of their Shares and Warrants in such Drag-Along Sale. (ii) The Dragging Holders shall provide each Drag-Along Holder notice of the terms and conditions of such proposed Transfer (the “Drag-Along Notice”) not later than twenty (20) business days prior to the closing of the proposed Drag-Along Sale. The Drag-Along Notice shall identify sale, merger, consolidation or reorganization, including the consideration for which the Transfer is proposed to be made, and all other material terms and conditions paid. The Notice of Sale shall include a copy of said written offer. XXXX shall have ten (10) days following the receipt of the Drag-Along Sale, including Notice of Sale to notify the form Seller in writing of the proposed agreement, if any. Each Drag-Along Holder shall be required XXXX’x desire to participate in the Drag-Along Sale on sale, merger, consolidation or reorganization (hereinafter referred to as the terms and conditions set forth “Participation Notice”), by selling all of their Stock in the Drag-Along Notice. (iii) Within proposed transaction. Failure to submit such Participation Notice within said ten (10) business days following the date of the Drag-Along Notice (the “Drag-Along Notice Period”), each Drag-Along Holder must deliver to the Dragging Holders (i) wire transfer instructions for payment of the purchase price for the Shares or Warrants to be sold in such Drag-Along Sale, (ii) day time period shall constitute a limited power-of-attorney authorizing the Dragging Holders to transfer such Shares or Warrants waiver on the terms set forth part of XXXX to participate in the Drag-Along proposed transaction. In the event XXXX gives a Participation Notice, and (iii) all other documents required to be executed in connection with such Drag-Along Sale. If any Drag-Along Holder fails to deliver the Seller shall condition any such documentssale or merger, consolidation or reorganization to such person upon such person agreeing to purchase or acquire the Company shall cause the books and records Stock of the Company to show that such Drag-Along Holder is bound by the provisions of this Section 3(a) and that the Shares or Warrants of such Drag-Along Holder shall be transferred to the acquiring party immediately upon surrender for transfer by the Drag-Along Holder thereof. (iv) If, XXXX at the end of a 90-day period after the date on which the Dragging Holders give the Drag-Along Notice (which 90-day period shall be extended if any of the transactions contemplated by the Drag-Along Sale are subject to regulatory approval until the expiration of five business days after all such approvals have been received, but in no event later than 120 days following the delivery of the Drag-Along Notice), the Drag-Along Sale has not been completed on substantially same price and upon the same terms and conditions set forth in the Drag-Along Notice, the Drag-Along Holders shall no longer be obligated to sell their Shares or Warrants pursuant to such Drag-Along Notice and the Dragging Holders shall return to each Drag-Along Holder the limited power-of-attorney (and all copies thereof) that such Drag-Along Holder delivered for transfer pursuant to this Section 3(a) and any other documents in the possession of the Dragging Holders executed by such Drag-Along Holder in connection with the proposed Drag-Along Sale. (v) Concurrently with the consummation of the Drag-Along Sale, the Dragging Holders shall (A) notify the Drag-Along Holders thereof, (B) remit to the Drag-Along Holders the total consideration for the Shares or Warrants of the Drag-Along Holders transferred pursuant thereto, and (C) promptly after the consummation of the Drag-Along Sale, furnish such other evidence of the completion and the date of completion of such Transfer and the terms thereof as may be reasonably requested by the Drag-Along Holders. (vi) Notwithstanding anything contained in this Section 3(a), there shall be no liability on the part of the Dragging Holders to the Drag-Along Holders if the Transfer of the Shares and Warrants pursuant to this Section 3(a) is not consummated for any reason. (vii) Notwithstanding anything contained in this Section 3(a), the obligations of the Drag-Along Holders to participate in a Drag-Along Sale are subject to the following conditions: (A) upon the consummation of such Drag-Along Sale, all of the Holders participating therein will receive the same form of consideration and shall be subject to all of the same other terms and conditions of such sale (and no such terms and conditions shall be less favorable to the Drag-Along Holders than to the Dragging Holders) in a manner proportionate to their relative number of Shares (on as As-Converted Basis) being sold; provided, however, that, with respect to any Warrants or Shares of Preferred Stock included in a Drag-Along Sale, the consideration payable in respect of such Warrants or Shares shall be the amount of consideration payable in respect of the number of Shares of Common Stock issuable upon the exercise of such Warrants and conversion of such Shares of Preferred Stock and the Shares of Preferred Stock issuable upon the exercise of such Warrants, less, in the case of Warrants, the aggregate exercise price of such Warrants; and provided, further, that each Drag-Along Holder shall only be obligated to make individual representations and warranties with respect to its title to and ownership of the applicable Shares or Warrants, authorization, execution and delivery of relevant documents, enforceability of such documents against the Drag-Along Holder, and other matters relating to such Drag-Along Holder, but not with respect to any of the foregoing with respect to any other Holders or their Shares or Warrants; and provided, further, that all representations, warranties, covenants and indemnities shall be made by each of the Dragging Holders and each Drag-Along Holder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by each of the Dragging Holders and each Drag-Along Holder, in each case in an amount not to exceed the aggregate proceeds received by such Dragging Holder or Drag-Along Holder, as applicable, in connection with the Drag-Along Sale; and (B) no Drag-Along Holder participating therein shall be obligated to pay any expenses incurred in connection with any unconsummated Drag-Along Sale, and each Holder shall be obligated to pay only its pro rata share (based on the relative number of Shares (on an As-Converted Basis) being sold) of expenses incurred in connection with a consummated Drag-Along Sale to the extent such expenses are incurred for the benefit of all Holders and are not otherwise paid by the Company or another Person. (i) . In the event that Holders holding greater than fifty percent (50%) of the outstanding Shares of Common Stock on an As-Converted Basis (the “Tag-Along Holders”) propose to sell, in any transaction or series of related transactions, all or substantially all of their Shares and Warrants other than to XXXX does not timely give a Person described in clauses (a)-(d) of clause (2) of the definition of Permitted Transfer in Section 1 (a “Tag-Along Sale”), and in the case of a Drag-Along SaleParticipation Notice, the Tag-Along Holders do not exercise their rights under Section 3(a), (A) Seller shall have the Tag-Along Holders shall provide each other Holder notice of the terms and conditions of such proposed Transfer (the “Tag-Along Notice”) and offer each other Holder the opportunity right to participate in such Transfer in accordance with this Section 3(b), such Tag-Along Notice to be provided not later than twenty (20) business days prior to the closing of the proposed Tag-Along Sale, and (B) each other Holder may elect, at its option, require XXXX to participate in the proposed transfer in accordance with this Section 3(bsale, merger, consolidation, or reorganization by giving XXXX written notice to that effect within thirty (30) days following the giving of the initial Notice of Sale (each such electing Holder, a the “Tagging HolderCall Notice”). (ii) The Tag-Along Notice . In the event the Seller gives such a Call Notice, XXXX shall identify immediately surrender or assign all of its Stock in the consideration for which Seller to the Transfer is proposed to be madeSeller as transfer agent, and all other material the Seller shall be required to cause the sale or transfer of such Stock in the Seller upon the same terms and conditions of the Tag-Along Salesale, including the form merger, consolidation, or reorganization of the proposed agreement, if any. (iii) From the date of its receipt of the Tag-Along Notice, each Tagging Holder shall have the right (a “Tag-Along Right”), exercisable by notice (the “Tag-Along Response Notice”) given to the Tag-Along Holders within ten (10) business days after its receipt of the Tag-Along Notice (the “Tag-Along Notice Period”), to request that the Tag-Along Holders include Stock in the proposed Seller owned by the other selling shareholders. The Seller shall deliver the net proceeds of such sale for such XXXX’x Stock to XXXX immediately following Closing. In the Shares and Warrants held by such Tagging Holder, and the Tag-Along Holders shall not be allowed to sell any of their Shares or Warrants in the proposed sale without the simultaneous sale of all Shares and Warrants elected to be included by such Tagging Holder in accordance with this Section 3(b). (iv) Each Tag-Along Response Notice shall include wire transfer instructions for payment of event that the purchase price for the Shares or Warrants that would be due to be sold in such Tag-Along Sale. Each Tagging Holder that exercises its Tag-Along Rights hereunder shall deliver XXXX pursuant to the Tag-Along HoldersNotice of Sale, with is less than the amount that XXXX actually paid for its Tag-Along Response NoticeStock in Seller, a limited power-of-attorney authorizing the Tag-Along Holders to transfer its Shares or Warrants on the terms set forth in the Tag-Along Notice and all other documents required to be executed in connection with such Tag-Along Sale. Delivery of the Tag-Along Response Notice with such limited power-of-attorney shall constitute an irrevocable acceptance of then any Options that XXXX has not previously exercised (including payment therefor) under the terms of the Tag-Along Sale by such Tagging Holder. (v) If, at the end of a 90-day period after delivery of the Tag-Along Response Notice (which 90-day period this Agreement shall be extended if any of the transactions contemplated by the Tag-Along Sale are subject to regulatory approval until the expiration of five business days after all such approvals have been received, but in no event later than 120 days following receipt by the Tag-Along Holders of the Tag-Along Response Notice), the Tag-Along Holders have not completed the transfer of their Shares or Warrants, along with any Shares or Warrants being sold by any Tagging Holder, on substantially the same terms and conditions set forth in the Tag-Along Notice, the Tag-Along Holders shall (i) return to each Tagging Holder the limited power-of-attorney (and all copies thereof) that such Tagging Holder executed and any other documents in the possession of the Tag-Along Holders executed by the Tagging Holders in connection with the proposed Tag-Along Sale, and (ii) not conduct any transfer of their Shares or Warrants without again complying with this Section 3(b)automatically terminated. (vi) Concurrently with the consummation of the Tag-Along Sale, the Tag-Along Holders shall (i) notify the Tagging Holders thereof, (ii) remit to the Tagging Holders the total consideration for the Shares or Warrants of the Tagging Holders transferred pursuant thereto, and (iii) promptly after the consummation of the Tag-Along Sale, furnish such other evidence of the completion and the date of completion of such Transfer and the terms thereof as may be reasonably requested by the Tagging Holders. (vii) If at the termination of the Tag-Along Notice Period any Holder shall not have elected to participate in the Tag-Along Sale, such Holder shall be deemed to have waived its rights under this Section 3(b) with respect to the Transfer of its Shares or Warrants pursuant to such Tag-Along Sale. (viii) Notwithstanding anything contained in this Section 3(b), there shall be no liability on the part of the Tag-Along Holders to the Tagging Holders if the transfer of the Shares and Warrants pursuant to this Section 3(b) is not consummated for whatever reason, provided that the Tagging Holders have complied with their notice and other obligations under this Section 3(b). Whether to effect a transfer of Shares or Warrants by the Tag-Along Holders is in the sole and absolute discretion of the Tag-Along Holders. (ix) Notwithstanding anything contained in this Section 3(b), the rights and obligations of the Holders to participate in a Tag-Along Sale are subject to the following conditions: (A) upon the consummation of such Tag-Along Sale, all of the Holders participating therein will receive the same form of consideration and shall be subject to all of the same other terms and conditions of such sale (and no such terms and conditions shall be less favorable to the Tagging Holders than to the Tag-Along Holders) in a manner proportionate to their relative Shares (on an As-Converted Basis) being sold; provided, however, that, with respect to any Warrants or Shares of Preferred Stock included in a Tag-Along Sale, the consideration payable in respect of such Warrants or Shares shall be the amount of consideration payable in respect of the number of Shares of Common Stock issuable upon the exercise of such Warrants and conversion of such Shares of Preferred Stock and the Shares of Preferred Stock issuable upon the exercise of such Warrants, less, in the case of Warrants, the aggregate exercise price of such Warrants; and provided, further, that each Tagging Holder shall only be obligated to make individual representations and warranties with respect to its title to and ownership of the applicable Shares or Warrants, authorization, execution and delivery of relevant documents, enforceability of such documents against the Tagging Holder, and other matters relating to such Tagging Holder, but not with respect to any of the foregoing with respect to any other Holders or their Shares or Warrants; and provided, further, that all representations, warranties, covenants and indemnities shall be made by each of the Tag-Along Holders and each Tagging Holder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by each of the Tag-Along Holders and each Tagging Holder, in each case in an amount not to exceed the aggregate proceeds received by such Tag-Along Holder or Tagging Holder, as applicable, in connection with the Tag-Along Sale; and (B) no Tagging Holder participating therein shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale, and each Holder shall be obligated to pay only its pro rata share (based on the relative number of Shares (on an As-Converted Basis) transferred) of expenses incurred in connection with a consummated Tag-Along Sale to the extent such expenses are incurred for the benefit of all such Holders and are not otherwise paid by the Company or another Person.

Drag Along/Tag Along Rights. If, prior to the consummation of an Initial Public Offering, the Board of Directors of the Company and the holders of a majority of the outstanding Common Stock approve a sale of the Company to a Person other than a Permitted Holder, then, the Company shall give to each of the Holders or Warrants and Warrant Shares 30 days' written notice (aa "Sale Notice") prior to the closing of such proposed sale, which Sale Notice shall include reasonable details of the proposed sale, including the proposed time and place of the closing and the consideration to be received by the Company's shareholders and (i) In the event Holders holding greater than seventy-five percent Company shall have the right (75%) which right shall be exercised prior to the giving of such Sale Notice, and notice of the outstanding exercise of such right shall be included in the Sale Notice) to require the holders of the Warrants and Warrant Shares to sell, transfer and deliver or cause to be sold, transferred and delivered, to such Person, all (or a pro rata number, based on the number of shares proposed to be sold compared to the total number of fully diluted shares of Common Stock on an As-Converted Basis of the Company (other than Warrant Shares) at such time) their Warrants in the “Dragging Holders”same transaction at the closing thereof; PROVIDED that the consideration to be received by all Holders shall be the same (in terms of price per share, terms, conditions and in all other material respects) propose as that to sellbe received by the Company's other shareholders and, in any transaction event, shall be cash or series securities registered under the Securities Act and listed on a national securities exchange or authorized for quotation on The Nasdaq Stock Market, Inc.; and PROVIDED FURTHER, that if a Holder of related transactionsa Warrant has, all prior to its receipt of their Shares a Sale Notice, entered into a binding agreement to transfer the Warrants held by such Holder, such Holder shall not be prohibited from consummating such transfer, notwithstanding anything to the contrary contained in this Section 5.05 and Warrants other than to a Person (ii) if the Company does not exercise its right described in clauses Section 5.05(i), any Holder of Warrants and of Warrant Shares shall be entitled, at its option, by written notice (a)-(da "Tag-Along Notice") of clause (2) to the Company given within seven Business Days after receipt of the definition Sale Notice, to require the Company and the majority shareholders to include all or any portion of Permitted Transfer such Holder's Warrants or Warrant Shares in such sale to the transferee(s) on the same terms as those applicable to the majority holders. Any purchase of Warrants pursuant to Section 1 (5.05(i) shall be deemed a “"Drag Along Purchase", and any purchase of Warrants pursuant to Section 5.05(ii) shall be deemed a "Tag Along Purchase." A Tag-Along Notice delivered pursuant to this Section 5.05 shall be deemed to be an irrevocable commitment by such Holder to sell pursuant to the Tag-Along Purchase the number of Warrants or Warrant Shares designated in such Tag-Along Notice. Failure to provide a Tag-Along Notice shall be deemed to be a waiver of the right to have any Warrant or Warrant Shares included in the Tag-Along Purchase. Each Holder of Warrants or Warrant Shares who shall participate in a Drag-Along Sale”), the Dragging Holders shall have the right, at their option, to require all, but not less than all, of the other Holders (each, Purchase or a “DragTag-Along Holder”) to sell all of their Shares and Warrants in such Drag-Along Sale. (ii) The Dragging Holders Purchase shall provide each Drag-Along Holder notice of the terms and conditions of such proposed Transfer (the “Drag-Along Notice”) deliver, not later than twenty (20) two business days prior to the closing of date referenced in the proposed Drag-Along Sale. The Drag-Along Notice shall identify Sale Notice, the consideration for which certificate or certificates representing the Transfer is proposed Warrants or Warrant Shares to be madesold by such Holder (duly endorsed in blank for transfer, if in definitive form), free and clear of all liens but without any other material representation or warranty, together with a limited power of attorney authorizing the Company to sell or otherwise dispose of such Warrants or Warrant Shares in accordance with the terms and conditions of this Section 5.05. Promptly after the closing of the Drag-Along SalePurchase or the Tag-Along Purchase, including the form Company shall promptly pay to each Holder of the proposed agreement, if any. Each Drag-Along consideration (less any taxes or expense allocated to such Holder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Notice. (iiia pro rata basis based on a number of shares sold) Within ten (10) business days following the date of the Drag-Along Notice (the “Drag-Along Notice Period”), each Drag-Along Holder must deliver to the Dragging Holders (i) wire transfer instructions for payment of the purchase price for the Warrants or Warrant Shares or Warrants to be sold in such Drag-Along Sale, (ii) a limited powerPurchase or Tag-of-attorney authorizing the Dragging Holders to transfer such Shares or Warrants on the terms set forth in Along Purchase. If for any reason the Drag-Along Notice, and (iii) all other documents required to be executed in connection with such DragPurchase or the Tag-Along Sale. If any Drag-Along Holder fails to deliver any such documents, the Company shall cause the books and records of the Company to show that such Drag-Along Holder Purchase is bound by the provisions of this Section 3(a) and that the Shares or Warrants of such Drag-Along Holder shall be transferred to the acquiring party immediately upon surrender for transfer by the Drag-Along Holder thereof. (iv) If, at the end of a 90-day period after the date on which the Dragging Holders give the Drag-Along Notice (which 90-day period shall be extended if any of the transactions contemplated by the Drag-Along Sale are subject to regulatory approval until the expiration of five business days after all such approvals have been received, but in no event later than not completed within 120 days following the delivery of the Drag-Along Notice), the Drag-Along Sale has not been completed on substantially the same terms and conditions set forth in the Drag-Along Notice, the Drag-Along Holders shall no longer be obligated to sell their Shares or Warrants pursuant to such Drag-Along Notice and the Dragging Holders Company shall return to each Drag-Along Holder the limited power-of-attorney (and all copies thereof) that such Drag-Along Holder delivered for transfer pursuant to this Section 3(a) and any other documents in the possession of the Dragging Holders executed by such Drag-Along Holder in connection with the proposed Drag-Along Sale. (v) Concurrently with the consummation of the Drag-Along Sale, the Dragging Holders shall (A) notify the Drag-Along Holders thereof, (B) remit to the Drag-Along Holders the total consideration for the Shares or Warrants of the Drag-Along Holders transferred pursuant thereto, and (C) promptly after the consummation of the Drag-Along Sale, furnish such other evidence of the completion and the date of completion of such Transfer and the terms thereof as may be reasonably requested by the Drag-Along Holders. (vi) Notwithstanding anything contained in this Section 3(a), there shall be no liability on the part of the Dragging Holders to the Drag-Along Holders if the Transfer of the certificates representing Warrant Shares and Warrants pursuant to this Section 3(a) is not consummated for any reasonWarrants. (vii) Notwithstanding anything contained in this Section 3(a), the obligations of the Drag-Along Holders to participate in a Drag-Along Sale are subject to the following conditions: (A) upon the consummation of such Drag-Along Sale, all of the Holders participating therein will receive the same form of consideration and shall be subject to all of the same other terms and conditions of such sale (and no such terms and conditions shall be less favorable to the Drag-Along Holders than to the Dragging Holders) in a manner proportionate to their relative number of Shares (on as As-Converted Basis) being sold; provided, however, that, with respect to any Warrants or Shares of Preferred Stock included in a Drag-Along Sale, the consideration payable in respect of such Warrants or Shares shall be the amount of consideration payable in respect of the number of Shares of Common Stock issuable upon the exercise of such Warrants and conversion of such Shares of Preferred Stock and the Shares of Preferred Stock issuable upon the exercise of such Warrants, less, in the case of Warrants, the aggregate exercise price of such Warrants; and provided, further, that each Drag-Along Holder shall only be obligated to make individual representations and warranties with respect to its title to and ownership of the applicable Shares or Warrants, authorization, execution and delivery of relevant documents, enforceability of such documents against the Drag-Along Holder, and other matters relating to such Drag-Along Holder, but not with respect to any of the foregoing with respect to any other Holders or their Shares or Warrants; and provided, further, that all representations, warranties, covenants and indemnities shall be made by each of the Dragging Holders and each Drag-Along Holder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by each of the Dragging Holders and each Drag-Along Holder, in each case in an amount not to exceed the aggregate proceeds received by such Dragging Holder or Drag-Along Holder, as applicable, in connection with the Drag-Along Sale; and (B) no Drag-Along Holder participating therein shall be obligated to pay any expenses incurred in connection with any unconsummated Drag-Along Sale, and each Holder shall be obligated to pay only its pro rata share (based on the relative number of Shares (on an As-Converted Basis) being sold) of expenses incurred in connection with a consummated Drag-Along Sale to the extent such expenses are incurred for the benefit of all Holders and are not otherwise paid by the Company or another Person. (i) In the event that Holders holding greater than fifty percent (50%) of the outstanding Shares of Common Stock on an As-Converted Basis (the “Tag-Along Holders”) propose to sell, in any transaction or series of related transactions, all or substantially all of their Shares and Warrants other than to a Person described in clauses (a)-(d) of clause (2) of the definition of Permitted Transfer in Section 1 (a “Tag-Along Sale”), and in the case of a Drag-Along Sale, the Tag-Along Holders do not exercise their rights under Section 3(a), (A) the Tag-Along Holders shall provide each other Holder notice of the terms and conditions of such proposed Transfer (the “Tag-Along Notice”) and offer each other Holder the opportunity to participate in such Transfer in accordance with this Section 3(b), such Tag-Along Notice to be provided not later than twenty (20) business days prior to the closing of the proposed Tag-Along Sale, and (B) each other Holder may elect, at its option, to participate in the proposed transfer in accordance with this Section 3(b) (each such electing Holder, a “Tagging Holder”). (ii) The Tag-Along Notice shall identify the consideration for which the Transfer is proposed to be made, and all other material terms and conditions of the Tag-Along Sale, including the form of the proposed agreement, if any. (iii) From the date of its receipt of the Tag-Along Notice, each Tagging Holder shall have the right (a “Tag-Along Right”), exercisable by notice (the “Tag-Along Response Notice”) given to the Tag-Along Holders within ten (10) business days after its receipt of the Tag-Along Notice (the “Tag-Along Notice Period”), to request that the Tag-Along Holders include in the proposed sale the Shares and Warrants held by such Tagging Holder, and the Tag-Along Holders shall not be allowed to sell any of their Shares or Warrants in the proposed sale without the simultaneous sale of all Shares and Warrants elected to be included by such Tagging Holder in accordance with this Section 3(b). (iv) Each Tag-Along Response Notice shall include wire transfer instructions for payment of the purchase price for the Shares or Warrants to be sold in such Tag-Along Sale. Each Tagging Holder that exercises its Tag-Along Rights hereunder shall deliver to the Tag-Along Holders, with its Tag-Along Response Notice, a limited power-of-attorney authorizing the Tag-Along Holders to transfer its Shares or Warrants on the terms set forth in the Tag-Along Notice and all other documents required to be executed in connection with such Tag-Along Sale. Delivery of the Tag-Along Response Notice with such limited power-of-attorney shall constitute an irrevocable acceptance of the terms of the Tag-Along Sale by such Tagging Holder. (v) If, at the end of a 90-day period after delivery of the Tag-Along Response Notice (which 90-day period shall be extended if any of the transactions contemplated by the Tag-Along Sale are subject to regulatory approval until the expiration of five business days after all such approvals have been received, but in no event later than 120 days following receipt by the Tag-Along Holders of the Tag-Along Response Notice), the Tag-Along Holders have not completed the transfer of their Shares or Warrants, along with any Shares or Warrants being sold by any Tagging Holder, on substantially the same terms and conditions set forth in the Tag-Along Notice, the Tag-Along Holders shall (i) return to each Tagging Holder the limited power-of-attorney (and all copies thereof) that such Tagging Holder executed and any other documents in the possession of the Tag-Along Holders executed by the Tagging Holders in connection with the proposed Tag-Along Sale, and (ii) not conduct any transfer of their Shares or Warrants without again complying with this Section 3(b). (vi) Concurrently with the consummation of the Tag-Along Sale, the Tag-Along Holders shall (i) notify the Tagging Holders thereof, (ii) remit to the Tagging Holders the total consideration for the Shares or Warrants of the Tagging Holders transferred pursuant thereto, and (iii) promptly after the consummation of the Tag-Along Sale, furnish such other evidence of the completion and the date of completion of such Transfer and the terms thereof as may be reasonably requested by the Tagging Holders. (vii) If at the termination of the Tag-Along Notice Period any Holder shall not have elected to participate in the Tag-Along Sale, such Holder shall be deemed to have waived its rights under this Section 3(b) with respect to the Transfer of its Shares or Warrants pursuant to such Tag-Along Sale. (viii) Notwithstanding anything contained in this Section 3(b), there shall be no liability on the part of the Tag-Along Holders to the Tagging Holders if the transfer of the Shares and Warrants pursuant to this Section 3(b) is not consummated for whatever reason, provided that the Tagging Holders have complied with their notice and other obligations under this Section 3(b). Whether to effect a transfer of Shares or Warrants by the Tag-Along Holders is in the sole and absolute discretion of the Tag-Along Holders. (ix) Notwithstanding anything contained in this Section 3(b), the rights and obligations of the Holders to participate in a Tag-Along Sale are subject to the following conditions: (A) upon the consummation of such Tag-Along Sale, all of the Holders participating therein will receive the same form of consideration and shall be subject to all of the same other terms and conditions of such sale (and no such terms and conditions shall be less favorable to the Tagging Holders than to the Tag-Along Holders) in a manner proportionate to their relative Shares (on an As-Converted Basis) being sold; provided, however, that, with respect to any Warrants or Shares of Preferred Stock included in a Tag-Along Sale, the consideration payable in respect of such Warrants or Shares shall be the amount of consideration payable in respect of the number of Shares of Common Stock issuable upon the exercise of such Warrants and conversion of such Shares of Preferred Stock and the Shares of Preferred Stock issuable upon the exercise of such Warrants, less, in the case of Warrants, the aggregate exercise price of such Warrants; and provided, further, that each Tagging Holder shall only be obligated to make individual representations and warranties with respect to its title to and ownership of the applicable Shares or Warrants, authorization, execution and delivery of relevant documents, enforceability of such documents against the Tagging Holder, and other matters relating to such Tagging Holder, but not with respect to any of the foregoing with respect to any other Holders or their Shares or Warrants; and provided, further, that all representations, warranties, covenants and indemnities shall be made by each of the Tag-Along Holders and each Tagging Holder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by each of the Tag-Along Holders and each Tagging Holder, in each case in an amount not to exceed the aggregate proceeds received by such Tag-Along Holder or Tagging Holder, as applicable, in connection with the Tag-Along Sale; and (B) no Tagging Holder participating therein shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale, and each Holder shall be obligated to pay only its pro rata share (based on the relative number of Shares (on an As-Converted Basis) transferred) of expenses incurred in connection with a consummated Tag-Along Sale to the extent such expenses are incurred for the benefit of all such Holders and are not otherwise paid by the Company or another Person.

Drag Along/Tag Along Rights. (a) (i) In the event Holders Stockholders holding greater than seventy-five fifty percent (7550%) of the outstanding Shares of Common Stock on an As-Converted Basis (the “Dragging HoldersStockholders”) propose to sell, in any transaction or series of related transactions, all of their Shares and Warrants other than to a Person person described in clauses (a)-(d) of clause (2) of the definition of Permitted Transfer in Section 1 1(a) (a “Drag-Along Sale”), the Dragging Holders Stockholders shall have the right, at their option, to require all, but not less than all, of the other Holders Stockholders (each, a “Drag-Along HolderStockholder”) to sell all of their Shares and Warrants in such Drag-Along Sale. (ii) The Dragging Holders Stockholders shall provide each Drag-Along Holder Stockholder notice of the terms and conditions of such proposed Transfer transfer (the “Drag-Along Notice”) not later than twenty (20) business days prior to the closing of the proposed Drag-Along Sale. The Drag-Along Notice shall identify the consideration for which the Transfer transfer is proposed to be made, and all other material terms and conditions of the Drag-Along Sale, including the form of the proposed agreement, if any. Each Drag-Along Holder Stockholder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Notice. (iii) Within ten (10) business days following the date of the Drag-Along Notice (the “Drag-Along Notice Period”), each Drag-Along Holder Stockholder must deliver to the Dragging Holders Stockholders (i) wire transfer instructions for payment of the purchase price for the Shares or Warrants to be sold in such Drag-Along Sale, (ii) a limited power-of-attorney authorizing the Dragging Holders Stockholders to transfer such Shares or Warrants on the terms set forth in the Drag-Along Notice, and (iii) all other documents required to be executed in connection with such Drag-Along Sale. If any Drag-Along Holder Stockholder fails to deliver any such documents, the Company shall cause the books and records of the Company to show that such Drag-Along Holder Stockholder is bound by the provisions of this Section 3(a2(a) and that the Shares or Warrants of such Drag-Along Holder Stockholder shall be transferred to the acquiring party immediately upon surrender for transfer by the Drag-Along Holder Stockholder thereof. (iv) If, at the end of a 90-day period after the date on which the Dragging Holders Stockholders give the Drag-Along Notice (which 90-day period shall be extended if any of the transactions contemplated by the Drag-Along Sale are subject to regulatory approval until the expiration of five business days after all such approvals have been received, but in no event later than 120 days following the delivery of the Drag-Along Notice), the Drag-Along Sale has not been completed on substantially the same terms and conditions set forth in the Drag-Along Notice, the Drag-Along Holders Stockholders shall no longer be obligated to sell their Shares or Warrants pursuant to such Drag-Along Notice and the Dragging Holders Stockholders shall return to each Drag-Along Holder Stockholder the limited power-of-attorney (and all copies thereof) that such Drag-Along Holder Stockholder delivered for transfer pursuant to this Section 3(a2(a) and any other documents in the possession of the Dragging Holders Stockholders executed by such Drag-Along Holder Stockholder in connection with the proposed Drag-Along Sale. (v) Concurrently with the consummation of the Drag-Along Sale, the Dragging Holders Stockholders shall (A) notify the Drag-Along Holders Stockholders thereof, (B) remit to the Drag-Along Holders Stockholders the total consideration for the Shares or Warrants of the Drag-Along Holders Stockholders transferred pursuant thereto, and (C) promptly after the consummation of the Drag-Along Sale, furnish such other evidence of the completion and the date of completion of such Transfer transfer and the terms thereof as may be reasonably requested by the Drag-Along HoldersStockholders. (vi) Notwithstanding anything contained in this Section 3(a2(a), there shall be no liability on the part of the Dragging Holders Stockholders to the Drag-Along Holders Stockholders if the Transfer transfer of the Shares and Warrants pursuant to this Section 3(a2(a) is not consummated for any reason. (vii) Notwithstanding anything contained in this Section 3(a2(a), the obligations of the Drag-Along Holders Stockholders to participate in a Drag-Along Sale are subject to the following conditions: (A) upon the consummation of such Drag-Along Sale, all of the Holders Stockholders participating therein will receive the same form of consideration and shall be subject to all of the same other terms and conditions of such sale (and no such terms and conditions shall be less favorable to the Drag-Along Holders Stockholders than to the Dragging HoldersStockholders) in a manner proportionate to their relative number of Shares (on as As-Converted Basis) being sold; provided, however, that, with respect to any Warrants or Shares of Preferred Stock included in a Drag-Along Sale, the consideration payable in respect of such Warrants or Shares shall be the amount of consideration payable in respect of the number of Shares of Common Stock issuable upon the exercise of such Warrants and conversion of such Shares of Preferred Stock and the Shares of Preferred Stock issuable upon the exercise of such Warrants, less, in the case of Warrants, the aggregate exercise price of such Warrants; and provided, further, that each Drag-Along Holder Stockholder shall only be obligated to make individual representations and warranties with respect to its title to and ownership of the applicable Shares or WarrantsShares, authorization, execution and delivery of relevant documents, enforceability of such documents against the Drag-Along HolderStockholder, and other matters relating to such Drag-Along HolderStockholder, but not with respect to any of the foregoing with respect to any other Holders Stockholders or their Shares or WarrantsShares; and provided, further, that all representations, warranties, covenants and indemnities shall be made by each of the Dragging Holders Stockholders and each Drag-Along Holder Stockholder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by each of the Dragging Holders Stockholders and each Drag-Along HolderStockholder, in each case in an amount not to exceed the aggregate proceeds received by such Dragging Holder Stockholder or Drag-Along HolderStockholder, as applicable, in connection with the Drag-Along Sale; and (B) no Drag-Along Holder Stockholder participating therein shall be obligated to pay any expenses incurred in connection with any unconsummated Drag-Along Sale, and each Holder Stockholder shall be obligated to pay only its pro rata share (based on the relative number of Shares (on an As-Converted Basis) being sold) of expenses incurred in connection with a consummated Drag-Along Sale to the extent such expenses are incurred for the benefit of all Holders Stockholders and are not otherwise paid by the Company or another Personperson. (i) In the event that Holders Stockholders holding greater than fifty percent (50%) of the outstanding Shares of Common Stock on an As-Converted Basis (the “Tag-Along HoldersStockholders”) propose to sell, in any transaction or series of related transactions, all or substantially all of their Shares and Warrants other than to a Person person described in clauses (a)-(d) of clause (2) of the definition of Permitted Transfer in Section 1 1(a) (a “Tag-Along Sale”), and in the case of a Drag-Along Sale, the Tag-Along Holders Stockholders do not exercise their rights under Section 3(a2(a), (A) the Tag-Along Holders Stockholders shall provide each other Holder Stockholder notice of the terms and conditions of such proposed Transfer transfer (the “Tag-Along Notice”) and offer each other Holder Stockholder the opportunity to participate in such Transfer transfer in accordance with this Section 3(b2(b), such Tag-Along Notice to be provided not later than twenty (20) business days prior to the closing of the proposed Tag-Along Sale, and (B) each other Holder Stockholder may elect, at its option, to participate in the proposed transfer in accordance with this Section 3(b2(b) (each such electing HolderStockholder, a “Tagging HolderStockholder”). (ii) The Tag-Along Notice shall identify the consideration for which the Transfer transfer is proposed to be made, and all other material terms and conditions of the Tag-Along Sale, including the form of the proposed agreement, if any. (iii) From the date of its receipt of the Tag-Along Notice, each Tagging Holder shall have the right (a “Tag-Along Right”), exercisable by notice (the “Tag-Along Response Notice”) given to the Tag-Along Holders within ten (10) business days after its receipt of the Tag-Along Notice (the “Tag-Along Notice Period”), to request that the Tag-Along Holders include in the proposed sale the Shares and Warrants held by such Tagging Holder, and the Tag-Along Holders shall not be allowed to sell any of their Shares or Warrants in the proposed sale without the simultaneous sale of all Shares and Warrants elected to be included by such Tagging Holder in accordance with this Section 3(b). (iv) Each Tag-Along Response Notice shall include wire transfer instructions for payment of the purchase price for the Shares or Warrants to be sold in such Tag-Along Sale. Each Tagging Holder that exercises its Tag-Along Rights hereunder shall deliver to the Tag-Along Holders, with its Tag-Along Response Notice, a limited power-of-attorney authorizing the Tag-Along Holders to transfer its Shares or Warrants on the terms set forth in the Tag-Along Notice and all other documents required to be executed in connection with such Tag-Along Sale. Delivery of the Tag-Along Response Notice with such limited power-of-attorney shall constitute an irrevocable acceptance of the terms of the Tag-Along Sale by such Tagging Holder. (v) If, at the end of a 90-day period after delivery of the Tag-Along Response Notice (which 90-day period shall be extended if any of the transactions contemplated by the Tag-Along Sale are subject to regulatory approval until the expiration of five business days after all such approvals have been received, but in no event later than 120 days following receipt by the Tag-Along Holders of the Tag-Along Response Notice), the Tag-Along Holders have not completed the transfer of their Shares or Warrants, along with any Shares or Warrants being sold by any Tagging Holder, on substantially the same terms and conditions set forth in the Tag-Along Notice, the Tag-Along Holders shall (i) return to each Tagging Holder the limited power-of-attorney (and all copies thereof) that such Tagging Holder executed and any other documents in the possession of the Tag-Along Holders executed by the Tagging Holders in connection with the proposed Tag-Along Sale, and (ii) not conduct any transfer of their Shares or Warrants without again complying with this Section 3(b). (vi) Concurrently with the consummation of the Tag-Along Sale, the Tag-Along Holders shall (i) notify the Tagging Holders thereof, (ii) remit to the Tagging Holders the total consideration for the Shares or Warrants of the Tagging Holders transferred pursuant thereto, and (iii) promptly after the consummation of the Tag-Along Sale, furnish such other evidence of the completion and the date of completion of such Transfer and the terms thereof as may be reasonably requested by the Tagging Holders. (vii) If at the termination of the Tag-Along Notice Period any Holder shall not have elected to participate in the Tag-Along Sale, such Holder shall be deemed to have waived its rights under this Section 3(b) with respect to the Transfer of its Shares or Warrants pursuant to such Tag-Along Sale. (viii) Notwithstanding anything contained in this Section 3(b), there shall be no liability on the part of the Tag-Along Holders to the Tagging Holders if the transfer of the Shares and Warrants pursuant to this Section 3(b) is not consummated for whatever reason, provided that the Tagging Holders have complied with their notice and other obligations under this Section 3(b). Whether to effect a transfer of Shares or Warrants by the Tag-Along Holders is in the sole and absolute discretion of the Tag-Along Holders. (ix) Notwithstanding anything contained in this Section 3(b), the rights and obligations of the Holders to participate in a Tag-Along Sale are subject to the following conditions: (A) upon the consummation of such Tag-Along Sale, all of the Holders participating therein will receive the same form of consideration and shall be subject to all of the same other terms and conditions of such sale (and no such terms and conditions shall be less favorable to the Tagging Holders than to the Tag-Along Holders) in a manner proportionate to their relative Shares (on an As-Converted Basis) being sold; provided, however, that, with respect to any Warrants or Shares of Preferred Stock included in a Tag-Along Sale, the consideration payable in respect of such Warrants or Shares shall be the amount of consideration payable in respect of the number of Shares of Common Stock issuable upon the exercise of such Warrants and conversion of such Shares of Preferred Stock and the Shares of Preferred Stock issuable upon the exercise of such Warrants, less, in the case of Warrants, the aggregate exercise price of such Warrants; and provided, further, that each Tagging Holder shall only be obligated to make individual representations and warranties with respect to its title to and ownership of the applicable Shares or Warrants, authorization, execution and delivery of relevant documents, enforceability of such documents against the Tagging Holder, and other matters relating to such Tagging Holder, but not with respect to any of the foregoing with respect to any other Holders or their Shares or Warrants; and provided, further, that all representations, warranties, covenants and indemnities shall be made by each of the Tag-Along Holders and each Tagging Holder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by each of the Tag-Along Holders and each Tagging Holder, in each case in an amount not to exceed the aggregate proceeds received by such Tag-Along Holder or Tagging Holder, as applicable, in connection with the Tag-Along Sale; and (B) no Tagging Holder participating therein shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale, and each Holder shall be obligated to pay only its pro rata share (based on the relative number of Shares (on an As-Converted Basis) transferred) of expenses incurred in connection with a consummated Tag-Along Sale to the extent such expenses are incurred for the benefit of all such Holders and are not otherwise paid by the Company or another Person.