Common use of Right to Join in Sale Clause in Contracts

Right to Join in Sale. (a) Anything in this Agreement to the contrary notwithstanding, if any Stockholder or group of Stockholders proposes, in a single transaction or a series of transactions during any six-month period (other than transfers to a Permitted Transferee pursuant to Section 4.2 and transactions subject to Section 5.9 and transactions pursuant to Section 8 of the Management Subscription Agreement) to sell, dispose of or otherwise transfer 5% or more of the outstanding Common Stock and Warrant Stock or, if less than such amount, in the case of any Stockholder which owns Common Stock or Warrant Stock on the date hereof, 50% or more of its initial holdings of such interests in Common Stock or Warrant Stock, as the case may be (each a "Disposing Stockholder"), such person or group shall refrain from effecting such transaction unless, prior to the consummation thereof, each other Stockholder, including a Warrant Stock holder, shall have been afforded the opportunity to join in such sale of Common Stock or Warrant Stock on a pro rata basis, as hereinafter provided. (b) Prior to consummation of any proposed sale, disposition or transfer of shares of Common Stock or Warrant Stock described in Section 5.7(a), the Disposing Stockholder shall cause the person or group that proposes to acquire such shares (the "Proposed Purchaser") to offer (the "Purchase Offer") in writing to each other Stockholder to purchase shares of Common Stock or Warrant Stock owned by such Stockholder (regardless of whether the shares of Common Stock or Warrant Stock proposed to be sold by the Disposing Stockholders are the same class as the shares of Common Stock or Warrant Stock owned by such Stockholders), such that the number of shares of such Common Stock or Warrant Stock so offered to be purchased from such Stockholder shall be equal to the product obtained by multiplying the total number of shares of such Common Stock or Warrant Stock then owned by such Stockholder by a fraction, the numerator of which is the aggregate number of shares of Common Stock and Warrant Stock proposed to be purchased by the Proposed Purchaser from all Stockholders (including the Disposing Stockholder or Stockholders) and the denominator of which is the aggregate number of shares of Common Stock and Warrant Stock or shares of Common Stock underlying the Warrants then outstanding. Such purchase shall be made at the highest price per share and on such other terms and conditions as the Proposed Purchaser has offered to purchase shares of Common Stock or Warrant Stock to be sold by the Disposing Stockholder or Stockholders. Each Stockholder shall have 20 calendar days from the date of receipt of the Purchase Offer in which to accept such Purchase Offer, and the closing of such purchase shall occur within 30 calendar days after such acceptance or at such other time as such Stockholder and the Proposed Purchaser may agree. The number of shares of Common Stock or Warrants to be sold to the Proposed Purchaser by the Disposing Stockholder or Stockholders shall be reduced by the aggregate number of shares of Common Stock or Warrant Stock purchased by the Proposed Purchaser from the other Stockholders pursuant to the acceptance by them of Purchase Offers in accordance with the provisions of this Section 5.7(b). In the event of any sale of Warrant Stock pursuant to this Section 5.7, to the extent that Warrant Stock consists of unexercised Warrants, such sale may be made either by sale of all or a part of the relevant Warrant, or by exercise of the Warrant and sale of the applicable Warrant Stock. In the event that a sale or other transfer subject to this Section 5.7 is to be made to a Proposed Purchaser who is not a Stockholder, the Disposing Stockholder shall notify the Proposed Purchaser that the sale or other transfer is subject to this Section 5.7 and shall ensure that no sale or other transfer is consummated without the Proposed Purchaser first complying with this Section 5.7. It shall be the responsibility of each Disposing Stockholder to determine whether any transaction to which it is a party is subject to this Section 5.7.

Right to Join in Sale. (a) Anything in this Agreement In addition to the contrary notwithstandingrequirements imposed by Section 4.1, if any Stockholder or group of Stockholders proposesShareholder proposes to Transfer (each, in a single transaction or a series of transactions during any six-month period “Disposing Shareholder”) (other than transfers to a Permitted Transferee Transfers permitted pursuant to Section 4.2 3.2(a)(i),(ii) or (v)), its or their issued and transactions subject to Section 5.9 and transactions pursuant to Section 8 outstanding Common Shares, Series A Preference Shares, or securities convertible into, or exchangeable or exercisable for Common Shares or Series A Preference Shares at the right of the Management Subscription Agreement) to sell, dispose of or otherwise transfer 5% or more of holder (the outstanding Common Stock and Warrant Stock or, if less than such amount, in the case of any Stockholder which owns Common Stock or Warrant Stock on the date hereof, 50% or more of its initial holdings of such interests in Common Stock or Warrant Stock, as the case may be (each a "Disposing Stockholder"“Tag-Along Securities”), such person or group Shareholder shall refrain from effecting such transaction or transactions unless, prior to the consummation thereof, each the other Stockholder, including a Warrant Stock holderShareholders who are holders of the same class or series of shares as the Tag-Along Securities that are proposed to be Transferred, shall have been afforded the opportunity to join in such sale of Common Stock transaction or Warrant Stock transactions on a pro rata basis, as hereinafter provided. (b) Prior to consummation of any proposed sale, disposition or transfer Transfer of shares of Common Stock or Warrant Stock the Tag-Along Securities described in Section 5.7(a4.6(a), the Disposing Stockholder Shareholder or Shareholders shall cause the person or group that proposes to acquire such shares (the "“Proposed Purchaser"”) to offer (the "“Purchase Offer"”) in writing to each other Stockholder to purchase shares of Common Stock or Warrant Stock owned by such Stockholder (regardless of whether the shares of Common Stock or Warrant Stock proposed to be sold by the Disposing Stockholders are Shareholder who holds the same class or series of shares as the shares of Common Stock Tag-Along Securities owned or Warrant Stock owned acquirable by such Stockholders)Shareholder, such that the number of shares of such Common Stock or Warrant Stock Tag-Along Securities so offered to be purchased from such Stockholder Shareholder shall be equal to the product obtained by multiplying of (i) the total number of shares of such Common Stock the same class or Warrant Stock series of shares as the Tag-Along Securities then owned by such Stockholder Shareholder multiplied by (ii) a fraction, the numerator of which is the aggregate number of shares of Common Stock and Warrant Stock the same class or series of shares as the Tag-Along Securities proposed to be purchased by the Proposed Purchaser from all Stockholders (including the Disposing Stockholder or Stockholders) Shareholders and the denominator of which is the aggregate number of shares of Common Stock the same class or series of securities as the Tag-Along Securities then issued and Warrant Stock or shares of Common Stock underlying the Warrants then outstanding. Such purchase shall be made at the highest price per share and on such other terms and conditions as the Proposed Purchaser has offered to purchase shares of Common Stock the same class or Warrant Stock series of shares as the Tag-Along Securities to be sold by the Disposing Stockholder Shareholder or StockholdersShareholders. Each Stockholder Shareholder shall have 20 30 calendar days from the date of receipt of the Purchase Offer in which to accept such Purchase Offer, and the closing of such purchase shall occur within 30 calendar days after such acceptance or at such other time as such Stockholder Shareholder and the Proposed Purchaser may agree. The number of shares of Common Stock the same class or Warrants series of shares as the Tag-Along Securities to be sold Transferred to the Proposed Purchaser by the Disposing Stockholder Shareholder or Stockholders Shareholders shall be reduced by the aggregate number of shares of Common Stock the same class or Warrant Stock series of securities as the Tag-Along Securities purchased by the Proposed Purchaser from the other Stockholders Shareholders pursuant to the acceptance by them of Purchase Offers in accordance with the provisions of this Section 5.7(b4.6(b). In the event of any sale of Warrant Stock pursuant to this Section 5.7, to the extent that Warrant Stock consists of unexercised Warrants, such sale may be made either by sale of all or a part of the relevant Warrant, or by exercise of the Warrant and sale of the applicable Warrant Stock. In the event that a sale or other transfer Transfer subject to this Section 5.7 4.6 is to be made to a Proposed Purchaser who that is not a StockholderShareholder, the Disposing Stockholder Shareholder shall notify the Proposed Purchaser that the sale or other transfer Transfer is subject to this Section 5.7 4.6 and shall ensure that no sale or other transfer Transfer is consummated without the Proposed Purchaser first complying with this Section 5.74.6. It shall be the responsibility of each Disposing Stockholder Shareholder to determine whether any transaction to which it is a party is subject to this Section 5.74.6. (c) Any Transfer of Tag-Along Securities by a Disposing Shareholder to a Proposed Purchaser pursuant to this Section 4.6 shall be on the same terms and conditions (including, without limitation, price, time of payment and form of consideration) as to be paid to the Disposing Shareholder; provided that in order to be entitled to exercise its tag along right pursuant to this Section 4.6, each Disposing Shareholder must agree to make to the Proposed Purchaser representations, warranties, covenants, indemnities and agreements the same mutatis mutandis as those made by the Disposing Shareholder in connection with the relevant transaction (other than any non-competition or similar agreements or covenants that would bind the Disposing Shareholder or its Affiliates), and agree to the same conditions to the relevant transactions as the Disposing Shareholder agrees, it being understood that all such representations, warranties, covenants, indemnities and agreements shall be made by the Disposing Shareholder and each Shareholder that has accepted the Purchase Offer severally and not jointly and that, except with respect to individual representations, warranties, covenants, indemnities and other agreements of such Shareholder as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares, the aggregate amount of the liability of such Shareholder shall not exceed either (i) such Shareholder’s pro rata portion of any such liability to be determined in accordance with such Shareholder’s portion of the total number of Shares included in such Transfer or (ii) the proceeds to such Shareholder in connection with such Transfer. (d) Anything in this Agreement to the contrary notwithstanding, compliance by any Shareholder with any provision contained in Section 4.1 thereof shall not be deemed a waiver to comply with the terms and conditions of Section 4.6 hereof. Such compliance by any Shareholder of Sections 4.1 and 4.6 hereof may be exercised concurrently.

Right to Join in Sale. (a) Anything in this Agreement to In the contrary notwithstanding, if any Stockholder or group of Stockholders event EKI proposes, in a single transaction or a series of transactions during any six-month period (other than transfers to a Permitted Transferee pursuant to Section 4.2 and transactions subject to Section 5.9 and transactions pursuant to Section 8 of the Management Subscription Agreement) related transactions, to sell, dispose of or otherwise transfer 5% or more shares of the outstanding Common Stock and Warrant Stock or, if less than such amount, in the case of any Stockholder which owns Common Stock or Warrant Stock on the date hereof, 50% or more of its initial holdings of such interests in Common Stock or Warrant Stock, as the case may be (each a "Disposing Stockholder"), such person or group EKI shall refrain from effecting such transaction unless, prior to the consummation thereof, each other Stockholder, including a Warrant Stock holder, Purchaser shall have been afforded the opportunity to join in such sale as hereinafter provided; PROVIDED, HOWEVER, that notwithstanding any other provision of this section 6.5, EKI shall be permitted to sell, dispose of or otherwise transfer up to an aggregate of 63,000 shares of Common Stock (subject to appropriate adjustment in proportion to any increase or Warrant decrease in the number of shares of Common Stock on outstanding as a pro rata basisresult of any recapitalization, as hereinafter providedreclassification, stock dividend, stock split or stock combination) from the date hereof without affording the Purchasers the opportunity to join in such sale, disposition or other transfer. The obligations of EKI to afford the Purchasers the opportunity to join in sales pursuant to this Section 6.5 shall expire and terminate upon the earlier to occur of (i) the date 5 years from the Closing Date and (ii) the consummation of a public offering of Common Stock pursuant to an effective registration statement under the Securities Act for the account of the Company at an aggregate offering price in excess of $35,000,000. (b) Prior to the consummation of any proposed saletransaction subject to this Section 6.5, disposition or transfer of shares of Common Stock or Warrant Stock described in Section 5.7(a), the Disposing Stockholder EKI shall cause the person or group that proposes to acquire such shares of Common Stock in a transaction subject to this Section 6.5 (the "Proposed Purchaser") to offer (the "Purchase Offer") in writing to each other Stockholder Purchaser to purchase shares of Common Stock or Warrant Stock owned by such Stockholder (regardless of whether the shares of Common Stock or Warrant Stock proposed up to be sold by the Disposing Stockholders are the same class as the shares of Common Stock or Warrant Stock owned by such Stockholders), such that the number of shares of such Common Stock or Warrant Stock so offered to be purchased from such Stockholder shall be equal to the product obtained by multiplying the total number of shares of such Common Stock or Warrant Stock then owned by such Stockholder by a fraction, the numerator of which is the aggregate number of shares of Common Stock and Warrant Stock proposed equal to be purchased by the Proposed Purchaser from all Stockholders (including the Disposing Stockholder or Stockholders) and the denominator of which is the aggregate number of shares of Common Stock and Warrant Stock or shares of Common Stock underlying which the Warrants then outstanding. Such Proposed Purchaser proposes to purchase shall be made at the highest price per share and from EKI on such other terms and conditions (the "Offering Terms") as the Proposed Purchaser has offered to purchase the shares of Common Stock or Warrant Stock to be sold by the Disposing Stockholder or StockholdersEKI. Each Stockholder Purchaser shall have 20 calendar days from the date of receipt of the Purchase Offer in which to accept such Purchase Offer, which acceptance (a "Purchase Acceptance") shall be in writing and the closing of such purchase shall occur within 30 calendar days after such acceptance or at such other time as such Stockholder delivered to EKI and the Proposed Purchaser and may agreebe in respect of all or less than all of the shares of Common Stock subject to such Purchase Offer. The In the event that the Purchasers elect to sell a number of shares of Common Stock or Warrants in excess of the Purchase Offer, each Purchaser who has delivered a Purchase Acceptance shall be permitted to sell that number of shares of Common Stock which such Purchaser's percentage interest in the Company (computed from its ownership of Common Stock and Preferred Stock, and treating Preferred Stock as if it had been converted into Common Stock) bears to the aggregate percentage interest of all Purchasers delivering Purchase Acceptances, provided that in no event will any Purchaser be obligated to sell a number of shares of Common Stock in excess of the number set forth in its Purchase Acceptance. In the event that the Purchasers deliver Purchase Acceptances for a number of shares of Common Stock less than the number of shares of Common Stock set forth in the Purchase Offer, then EKI shall be permitted to sell on the Offering Terms the remaining shares of Common Stock to be sold to the Proposed Purchaser by the Disposing Stockholder or Stockholders shall be reduced by the aggregate number of shares of Common Stock or Warrant Stock purchased by the Proposed Purchaser from the other Stockholders pursuant to the acceptance by them of Purchase Offers in accordance with the provisions of this Section 5.7(b). In the event of any sale of Warrant Stock pursuant to this Section 5.7, to the extent that Warrant Stock consists of unexercised Warrants, such sale may be made either by sale of all or a part of the relevant Warrant, or by exercise of the Warrant and sale of the applicable Warrant Stock. In the event that a sale or other transfer subject to this Section 5.7 is to be made to a Proposed Purchaser who is not a Stockholder, the Disposing Stockholder shall notify the Proposed Purchaser that the sale or other transfer is subject to this Section 5.7 and shall ensure that no sale or other transfer is consummated without the Proposed Purchaser first complying with this Section 5.7. It shall be the responsibility of each Disposing Stockholder to determine whether any transaction to which it is a party is subject to this Section 5.7Purchaser.

Right to Join in Sale. (a) Anything in this Agreement to the contrary notwithstanding, if If any Stockholder or group of Stockholders proposes, in a single transaction or a series of transactions during any six-month period (other than transfers to a Permitted Transferee pursuant to Section 4.2 and transactions subject to Section 5.9 and transactions pursuant to Section 8 of the Management Subscription Agreement) to sell, dispose of or otherwise transfer 5% one or more of Stockholders (the outstanding "Selling Stockholders") proposes to transfer Common Stock and Warrant Stock orStock, if less than such amount, in the case of any Stockholder which owns Common Series A Stock or Warrant Stock on the date hereof, 50% or more of its initial holdings of such interests in Common Stock or Warrant StockWarrants, as the case may be (each a "Disposing StockholderTransaction"), such person or group including, without limitation, pursuant to Section 3.1, then the Selling Stockholders shall refrain from effecting such transaction a Transaction unless, prior to the consummation thereof, each Executive (in the case of transfers by Existing Stockholders) or each Investor (in the case of transfers by Investors or Existing Stockholders) other Stockholder, including a Warrant Stock holderthan the Selling Stockholders, shall have been afforded the opportunity to join in such sale of Common Stock or Warrant Stock transfer on a pro rata basis, as hereinafter provided. Any purported transfer subject to this Section 3.2 not made in compliance with this Section 3.2 shall be void and shall not be consummated upon the books and records of the Company. (b) Prior to the consummation of any proposed saleTransaction, disposition the Selling Stockholders shall cause each person or transfer of shares of persons that propose to acquire Common Stock, Series A Stock or Warrant Stock described Warrants in Section 5.7(a), the Disposing Stockholder shall cause the person or group that proposes to acquire such shares Transaction (the "Proposed PurchaserPurchasers") to offer (the "Purchase Offer") in writing to each other Stockholder Executive and each Investor (in the case of transfers by Existing Stockholders) or each Investor (in the case of transfers by Investors) to purchase that number of shares of Common Stock, Series A Stock or Warrant Stock owned Warrants from each such other Stockholder that constitutes the same percentage of the aggregate Common Stock, Series A Stock, or Warrants held by such other Stockholder (regardless of whether the shares of Common Stock or Warrant Stock proposed to be sold by the Disposing Stockholders are the same class as the shares of Common Stock or Warrant Stock owned percentage determined by such Stockholders), such that dividing the number of shares of such Common Stock Stock, Series A Stock, or Warrant Stock so offered Warrants to be purchased from such Stockholder shall be equal to the product obtained Selling Stockholders by multiplying the total number of shares of such Common Stock or Warrant Stock then owned by such Stockholder by a fraction, the numerator of which is the aggregate number of shares of Common Stock and Warrant Stock proposed to be purchased Stock, Series A Stock, or Warrants held by the Proposed Purchaser from all Stockholders (including the Disposing Stockholder or Selling Stockholders) and the denominator of which is the aggregate number of shares of Common Stock and Warrant Stock or shares of Common Stock underlying the Warrants then outstanding. Such purchase shall be made , at the highest same price per share (the "Joining Price"), and on such other terms and conditions (the "Joining Terms"), as the Proposed Purchaser has offered to purchase shares of Common Stock Stock, Series A Stock, or Warrant Stock Warrants, as the case may be, to be sold by the Disposing Stockholder or Selling Stockholders. Notwithstanding the foregoing, if the Proposed Purchasers are acquiring Common Stock, Series A Stock or Warrants in a series of related transactions, or in a single transaction or series of related transactions from multiple Selling Stockholders, (i) the Joining Price shall be the highest of the prices offered by any Proposed Purchaser to any Selling Stockholder in any one of such transactions, and (ii) the Joining Terms shall be those terms offered by any Proposed Purchaser to any Selling Stockholder in any one of such transactions which are most favorable to the offeree. Each Stockholder Executive or Investor shall have 20 calendar at least 30 days from the date of receipt of the Purchase Offer in which to accept the Purchase Offer and, to the extent any such Stockholder accepts such Purchase OfferOffer in accordance with the terms hereof, and the closing of such purchase shall occur within 30 calendar days after such acceptance or at such other time as such Stockholder and the Proposed Purchaser may agree. The number of shares of Common Stock, Series A Stock or Warrants Warrants, as the case may be, to be sold to the Proposed Purchaser by the Disposing Stockholder or Selling Stockholders shall be reduced by the aggregate number reduced. (c) The provisions of this Section 3.2 shall not apply to (w) a sale of shares in a public offering, (x) any redemption of shares of Common Preferred Stock or Warrant Stock purchased by the Proposed Purchaser from the other Stockholders pursuant to the acceptance by them of Purchase Offers Company in accordance with the provisions Certificate of this Section 5.7(bIncorporation or (y). In the event of any sale of Warrant Stock pursuant to this Section 5.7, to the extent that Warrant Stock consists of unexercised Warrants, such sale may be made either by sale of all or a part of the relevant Warrant, or by exercise of the Warrant and sale of the applicable Warrant Stock. In the event that a sale or other transfer subject to this Section 5.7 is to be made to a Proposed Purchaser who is not a Stockholder, the Disposing Stockholder shall notify the Proposed Purchaser that the sale or other transfer is subject to this Section 5.7 and shall ensure that no sale or other transfer is consummated without the Proposed Purchaser first complying with this Section 5.7. It shall be the responsibility of each Disposing Stockholder to determine whether any transaction to which it is a party is subject to this Section 5.7.

Right to Join in Sale. (a) Anything in this Agreement to the contrary notwithstanding, if any Stockholder Holder or group of Stockholders Holders (collectively, "Disposing Holder") proposes, in a single transaction or a series of transactions during any six-month period (other than transfers to a Permitted Transferee pursuant to Section 4.2 and transactions subject to Section 5.9 and transactions pursuant to Section 8 of the Management Subscription Agreement(as defined in paragraph (d) below), to sell, dispose of or otherwise transfer 5% or more any of the outstanding Common Stock and Warrant Stock or, if less than such amount, in the case their shares of any Stockholder which owns Common Stock or Warrant Stock on the date hereof, 50% securities convertible into or more of its initial holdings of such interests in exchangeable for Common Stock or Warrant (collectively, "Stock, as the case may be (each ") in a "Disposing Stockholder")private transaction, such person or group shall refrain from effecting such transaction unless, prior to the consummation thereof, each the other Stockholder, including a Warrant Stock holder, Holders shall have been afforded the opportunity to join in such sale of Common Stock or Warrant Stock on a pro rata basis, as hereinafter provided. (b) Prior to consummation of any proposed sale, disposition or transfer of shares of Common Stock or Warrant any Stock described in Section 5.7(a)paragraph (a) above, the Disposing Stockholder Holder shall cause the person or group that proposes to acquire such shares Stock (the "Proposed Purchaser") to offer (the "Purchase Offer") in writing to each the other Stockholder Holders to purchase the shares of Common Stock or Warrant Stock owned by such Stockholder them (regardless of whether the shares of Common Stock or Warrant Stock proposed to be sold by purchased in the Disposing Stockholders Purchase Offer are the same class as the shares of Common Stock or Warrant Stock owned by such Stockholdersthe other Holders), such that the number of shares of such Common Stock or Warrant Stock so offered to be purchased from such Stockholder the other Holders shall be equal to the product obtained by multiplying the total number of shares of such Common Stock or Warrant Stock then owned by such Stockholder the other Holders by a fraction, the numerator of which is the aggregate number of shares of Common Stock and Warrant Stock proposed to be purchased by the Proposed Purchaser from all Stockholders persons (including the Disposing Stockholder or StockholdersHolder) and the denominator of which is the aggregate number of shares of Common Stock and Warrant Stock then owned by all of such persons, in all cases considering any securities convertible into or exchangeable for shares of Common Stock underlying the Warrants then outstanding(collectively, "Convertible Securities") on an as if converted basis. Such purchase shall be made at the highest price per share and on such other terms and conditions as the Proposed Purchaser has offered to purchase shares of Common Stock or Warrant Stock to be sold by the Disposing Stockholder or StockholdersHolder, in all cases considering any Convertible Securities on an as if converted basis. Each Stockholder The other Holders shall have 20 calendar days from the date of their receipt of the Purchase Offer in which to accept such the Purchase Offer, and the closing of such purchase shall occur within 30 calendar days after such acceptance or at such other time as such Stockholder the other Holders, the Disposing Holder and the Proposed Purchaser may agree. The number of shares of Common Stock or Warrants to be sold to the Proposed Purchaser by the Disposing Stockholder or Stockholders Holder shall be reduced by the aggregate number of shares of Common Stock or Warrant Stock purchased by the Proposed Purchaser from the other Stockholders Holders pursuant to the acceptance by them of the Purchase Offers Offer in accordance with the provisions of this Section 5.7(b). In the event of 7, considering any sale of Warrant Stock pursuant to this Section 5.7, to the extent that Warrant Stock consists of unexercised Warrants, such sale may be made either by sale of all or a part of the relevant Warrant, or by exercise of the Warrant and sale of the applicable Warrant Stock. In the event that Convertible Securities on an as if converted basis. (c) If a sale or other transfer subject to this Section 5.7 7 is to be made to a Proposed Purchaser who is not a StockholderHolder, the Disposing Stockholder Holder shall notify the Proposed Purchaser that the sale or other transfer is subject to this Section 5.7 7 and shall ensure that no sale or other transfer is consummated without the Proposed Purchaser first complying with this Section 5.77. It shall be the responsibility of each Disposing Stockholder Holder to determine whether any transaction to which it is a party is subject to this Section 5.77. (d) For purposes of this Section 7, a Permitted Transferee shall mean any Holder, any member of a Holder's immediate family or any trust established for the benefit of a Holder or a Holder's immediate family, provided that the Permitted Transferee must agree to be bound by the provisions of this Agreement.

Right to Join in Sale. (a) Anything in this Agreement to the contrary notwithstanding, if If any Stockholder Securityholder or group of Stockholders proposes, in a single transaction or a series of transactions during any six-month period (other than transfers to a Permitted Transferee pursuant to Section 4.2 and transactions subject to Section 5.9 and transactions pursuant to Section 8 of the Management Subscription Agreement) Securityholders proposes to sell, dispose of or otherwise transfer 5in any single transaction or series of related transactions any Securities representing more than 10% or more of the outstanding Fully Diluted Common Stock and Warrant Stock or, if less than such amount, in the case of any Stockholder which owns Common Stock or Warrant Stock on the date hereof, 50% or more of its initial holdings of such interests in Common Stock or Warrant Stock, as the case may be (each a "Disposing Stockholder")) other than (i) to the Company, (ii) to the Company or its designee pursuant to Section 5.1 hereof or (iii) any transfer by a First Reserve Stockholder to any affiliate of such First Reserve Stockholder, such person or group Disposing Stockholder shall refrain from effecting such transaction unless, prior to the consummation thereof, each other Stockholder, including a Warrant Stock holder, Securityholder shall have been afforded the opportunity to join in such sale of Common Stock or Warrant Stock on a pro rata basis, as hereinafter provided. (b) Prior to consummation of any proposed sale, disposition or transfer (a "Sale") of shares of Common Stock or Warrant Stock the Securities described in Section 5.7(a5.4(a), the Disposing Stockholder shall cause the person Person or group that proposes to acquire such shares (the "Proposed Purchaser") to offer (the "Purchase Offer") in writing to each other Stockholder Securityholder (each, a "Tag-Along Offeree") to purchase shares of Common Stock or Warrant and/or Stock Rights owned by such Stockholder (regardless of whether Tag-Along Offeree which are the shares of Common Stock same type, class or Warrant Stock series proposed to be sold by the Disposing Stockholders are the same class as the shares of Common Stock or Warrant Stock owned by such Stockholders), such that the sum of the number of shares of such Common Stock or Warrant so offered to be purchased and the number of shares of Stock then represented by the Stock Rights so offered to be purchased from such Stockholder Tag-Along Offeree shall be equal to the product obtained by multiplying the total number of shares of such Common the same type, class or series of Stock or Warrant Stock other Securities being sold by the Disposing Stockholder then owned by such Stockholder Tag-Along Offeree by a fraction, the numerator of which is the aggregate number of shares of Common each type, class or series of Stock and Warrant Stock or other Securities proposed to be purchased by the Proposed Purchaser from all Stockholders (including the Disposing Stockholder or Stockholders) and the denominator of which is the aggregate number of outstanding shares of Common Stock and Warrant each type, class or series of Stock or other Securities that are owned by the Disposing Stockholder; PROVIDED, however, that if after the consummation of such Sale the First Reserve Stockholders will own less than 50% of the outstanding Common Stock, then each Tag-Along Offeree may elect to include in such Sale all of the shares of Common Stock underlying and/or Stock Rights owned by such Tag-Along Offeree and any Purchase Offer shall be amended to reflect any such election by the Warrants then outstandingTag-Along Offeree. Such purchase shall be made at the highest price per share and on such other terms and conditions as the Proposed Purchaser has offered to purchase shares each type, class or series of Common Stock or Warrant Stock other Securities, as the case may be, to be sold by the Disposing Stockholder or StockholdersStockholder. Each Stockholder Tag-Along Offeree shall have 20 calendar days from the date of receipt of the Purchase Offer in which to accept such Purchase Offer, and the closing of such purchase shall occur within 30 calendar days after such acceptance or at such other the same time as such Stockholder and the Proposed Purchaser may agreeclosing of the Sale. The number of shares of Common Stock or Warrants and/or Stock Rights, as the case may be, to be sold to the Proposed Purchaser by the Disposing Stockholder or Stockholders shall be reduced by the aggregate number of shares of Common Stock or Warrant and/or Stock Rights, as the case may be, purchased by the Proposed Purchaser from the other Stockholders Tag-Along Offerees pursuant to the acceptance by them of Purchase Offers in accordance with the provisions of this Section 5.7(b5.4(b). In the event of any sale of Warrant Stock pursuant to this Section 5.7, to the extent that Warrant Stock consists of unexercised Warrants, such sale may be made either by sale of all or a part of the relevant Warrant, or by exercise of the Warrant and sale of the applicable Warrant Stock. In the event that a sale or other transfer subject to this Section 5.7 5.4 is to be made to a Proposed Purchaser who is not a StockholderSecurityholder, the Disposing Stockholder shall notify the Proposed Purchaser that the sale or other transfer is subject to this Section 5.7 5.4 and shall ensure that no sale or other transfer is consummated without the Proposed Purchaser first complying with this Section 5.75.4. It shall be the responsibility of each Disposing Stockholder to determine whether any transaction to which it is a party is subject to this Section 5.75.4.

Right to Join in Sale. (a) Anything in this Agreement to the contrary notwithstanding, if If any Stockholder or group of Stockholders proposes, in a single transaction or a series of transactions during any six-month period (other than transfers to a Permitted Transferee pursuant to Section 4.2 and transactions subject to Section 5.9 and transactions pursuant to Section 8 of the Management Subscription Agreement) proposes to sell, dispose of or otherwise transfer 5in any single or related series of transactions any Securities representing more than 10% or more of the outstanding Fully Diluted Common Stock and Warrant Stock or, if less than such amount, in the case of any Stockholder which owns Common Stock or Warrant Stock on the date hereof, 50% or more of its initial holdings of such interests in Common Stock or Warrant Stock, as the case may be (each a "Disposing Stockholder")) other than to the Company or the Stockholders pursuant to Section 5.1 hereof, such person or group Disposing Stockholder shall refrain from effecting effecting, other than to a Permitted Transferee, such transaction unless, prior to the consummation thereof, each other Stockholder, including a Warrant Stock holder, Stockholder shall have been afforded the opportunity to join in such sale of Common Stock or Warrant Stock on a pro rata basis, as hereinafter provided. (b) Prior to consummation of any proposed sale, disposition or transfer of shares of Common Stock or Warrant Stock the Securities described in Section 5.7(a5.8(a), the Disposing Stockholder shall cause the person or group that proposes to acquire such shares (the "Proposed Purchaser") to offer (the "Purchase Offer") in writing to each other Stockholder to purchase shares of Common Stock or Warrant and/or Stock Rights owned by such Stockholder (regardless of whether which are the shares of Common Stock same type, class or Warrant Stock series proposed to be sold by the Disposing Stockholders are the same class as the shares of Common Stock or Warrant Stock owned by such Stockholders), such that sum of the number of shares of such Common Stock or Warrant so offered to be purchased and the number of shares of Stock then represented by the Stock Rights so offered to be purchased from such Stockholder shall be equal to the product obtained by multiplying the total number of shares of such Common the same type, class or series of Stock or Warrant Stock other Securities being sold by the Disposing Stockholder then owned by such Stockholder by a fraction, the numerator of which is the aggregate number of shares of Common each type, class or series of Stock and Warrant Stock or other Securities proposed to be purchased by the Proposed Purchaser from all Stockholders (including the Disposing Stockholder or Stockholders) Stockholders and the denominator of which is the aggregate number of outstanding shares of Common Stock and Warrant each type, class or series of Stock or shares of Common Stock underlying other Securities that are owned by the Warrants then outstandingDisposing Stockholder or Stockholders. Such purchase shall be made at the highest price per share and on such other terms and conditions as the Proposed Purchaser has offered to purchase shares each type, class or series of Common Stock or Warrant Stock other Securities, as the case may be, to be sold by the Disposing Stockholder or Stockholders. Each Stockholder shall have 20 calendar days from the date of receipt of the Purchase Offer in which to accept such Purchase Offer, and the closing of such purchase shall occur within 30 calendar days after such acceptance or at such other time as such Stockholder and the Proposed Purchaser may agree. The number of shares of Common Stock or Warrants and/or Stock Rights, as the case may be, to be sold to the Proposed Purchaser by the Disposing Stockholder or Stockholders shall be reduced by the aggregate number of shares of Common Stock or Warrant and/or Stock Rights, as the case may be, purchased by the Proposed Purchaser from the other Stockholders pursuant to the acceptance by them of Purchase Offers in accordance with the provisions of this Section 5.7(b5.8(b). In the event of any sale of Warrant Stock pursuant to this Section 5.7, to the extent that Warrant Stock consists of unexercised Warrants, such sale may be made either by sale of all or a part of the relevant Warrant, or by exercise of the Warrant and sale of the applicable Warrant Stock. In the event that a sale or other transfer subject to this Section 5.7 5.8 is to be made to a Proposed Purchaser who is not a Stockholder, the Disposing Stockholder shall notify the Proposed Purchaser that the sale or other transfer is subject to this Section 5.7 5.8 and shall ensure that no sale or other transfer is consummated without the Proposed Purchaser first complying with this Section 5.75.8. It shall be the responsibility of each Disposing Stockholder to determine whether any transaction to which it is a party is subject to this Section 5.75.8.