Common use of Tag-Along Mechanism Clause in Contracts

Tag-Along Mechanism. 2.1 Not less than 20 Business Days prior to the completion of any proposed Tag-Along Sale, the Tag Triggering Sellers shall deliver to the Company and the other Security Holders a written notice (a “Tag-Along Notice”) which notice shall set out (to the extent not described in any accompanying documents):‌ (a) the identity of the Tag Transferee; (b) subject to paragraph 3.1 below, the type and amount of consideration to be paid by the Tag Transferee for the Tag-Along Securities; (c) the proposed date of the Transfer (if known); and (d) all other material terms and conditions, if any, of the Tag-Along Sale. 2.2 The Tagging Security Holders shall be entitled to Transfer their respective proportion of Securities to the Tag Transferee: (a) at the same time as the Transfer by the Tag Triggering Sellers; (b) for the same type and amount of consideration as for the corresponding Securities being sold by the Tag Triggering Sellers; and (c) on the same economic terms (including purchase price per Security, purchase price adjustments, form of consideration, time of payment and participating in any escrow arrangements on the same terms), (subject always to the Articles and Clause 16 (Ranking of Securities)) provided that (i) to the extent that the Majority Investors are receiving cash consideration for their Ordinary Shares, each Tagging Security Holder shall also be entitled to receive cash in the same proportions; and (ii) the Majority Investors may, in their absolute discretion by a Majority Investor Direction, determine that each Tagging Security Holder be offered a cash alternative to any non-cash consideration being paid for the Tag Triggering Seller’s Securities provided that the cash alternative reflects the fair market value of the non-cash consideration (as determined by the Majority Investors acting reasonably). 2.3 For the purposes of paragraph 3.1, the Ordinary Shares shall be deemed to constitute a single class of Security. 2.4 If a Security Holder wishes to exercise its Tag-Along Right (any such Security Holder a “Tagging Security Holder”), the Tagging Security Holder shall notify the Tag Triggering Sellers within 10 Business Days following the date of the Tag-Along Notice (the “Acceptance Period”) that it wishes to exercise its Tag-Along Right (each such notice a “Notification”). Any Security Holder that does not notify the Tag Triggering Sellers within the Acceptance Period shall be deemed to have waived its Tag-Along Right.‌ 2.5 Following the expiry of the Acceptance Period, the Tag Triggering Sellers shall deliver to each Tagging Security Holder, not less than five (5) Business Days prior to the proposed Tag-Along Sale, a definitive agreement (along with any ancillary transfer instruments) to effect the sale of his Tag-Along Securities to the Tag Transferee. 2.6 If the Tag Transferee has informed the Tag Triggering Sellers that it wishes to purchase a fixed percentage of any class of Securities, and following any Notification(s) this percentage is exceeded, the number of Securities being Transferred by the Tag Triggering Sellers and the Tagging Security Holders shall be reduced pro rata in order to meet this percentage requirement. 2.7 Each Tagging Security Holder shall: (a) not less than two Business Days prior to the anticipated date of the proposed Transfer, return to the Tag Triggering Sellers the duly executed documents and, if a certificate has been issued in respect of the relevant Securities, the relevant certificates(s) (or an indemnity in respect of any missing certificates in a form satisfactory to the Board) all of which shall be held against payment of the aggregate consideration due to him. If a Tagging Security Holder fails to comply with this paragraph 2.7(a) in full not less than two Business Days prior to the proposed Transfer, it shall be deemed to have waived its Tag-Along Right; (b) give warranties to the Tag Transferee as to the title to their Tag-Along Securities and their capacity to transfer the Tag-Along Securities on the same basis as the Tag Triggering Sellers; (c) bear an amount of any costs of the Tag-Along Sale (to the extent such costs are not paid by a Group Company) in the same proportions as the consideration (of whatever form) received by him bears to the aggregate consideration paid pursuant to the Tag-Along Sale; (d) participate in any escrow arrangements agreed between the Tag Triggering Sellers and Tag Transferee in connection with the Tag-Along Sale on the same basis as the Tag Triggering Sellers; and (e) procure (in as far as they are reasonably able) that any directors of Group Companies designated by it vote in favour of the Tag-Along Sale. 2.8 The Tag Triggering Sellers shall furnish or shall procure that the Tag Transferee furnishes such evidence of completion of such Tag-Along Sale as may be reasonably requested by any Tagging Security Holder. 2.9 Each Tagging Security Holder shall be entitled to receive his consideration pursuant to the Tag- Along Sale (less his share of the costs of the Tag-Along Sale) at the same time as the Tag Triggering Sellers.

Tag-Along Mechanism. 2.1 Not less than 20 15 Business Days prior to the completion of any proposed Tag-Along Sale, the Tag Triggering Sellers shall deliver to the Company and the other Security Holders a written notice (a “Tag-Along Notice”) which notice shall set out (to the extent not described in any accompanying documents):‌documents): (a) the identity of the Tag Transferee; (b) subject to paragraph 3.1 2.2 below, the type and amount of consideration to be paid by the Tag Transferee for the Tag-Along Securities; (c) the proposed date of the Transfer (if known); and (d) all other material terms and conditions, if any, of the Tag-Along Sale. 2.2 The Tagging Security Holders shall be entitled to Transfer their respective proportion of Tag-Along Securities to the Tag Transferee: (a) at the same time as the Transfer by the Tag Triggering Sellers; (b) for the same type and amount of consideration as for the corresponding Securities being sold by the Tag Triggering Sellers; and (c) on substantially the same economic terms (including purchase price per Security, purchase price adjustments, form of consideration, time of payment and participating in any escrow arrangements on the same terms), (subject always to the Articles and Clause 16 18 (Ranking of Securities)) provided that (i) to the extent Security Holders may, with Alvogen Consent and Aztiq Consent, determine that the Majority Investors are receiving cash consideration for their Ordinary Shares, each a Tagging Security Holder shall also be entitled to receive cash in the same proportions; and (ii) the Majority Investors may, in their absolute discretion by a Majority Investor Direction, determine that each Tagging Security Holder be offered a cash alternative to any non-cash consideration being paid for the Tag Triggering Seller’s Securities provided that the cash alternative reflects the fair market value of the non-cash consideration (as determined by the Majority Investors acting reasonably)Securities. 2.3 For the purposes of paragraph 3.1, the Ordinary Shares shall be deemed to constitute a single class of Security. 2.4 If a Security Holder wishes to exercise its Tag-Along Right (any such Security Holder a “Tagging Security Holder”), the Tagging Security Holder shall notify the Tag Triggering Sellers within 10 20 Business Days following the date of the Tag-Along Notice (the “Acceptance Period”) that it wishes to exercise its Tag-Along Right (each such notice a “Notification”). Any Security Holder that does not notify the Tag Triggering Sellers within the Acceptance Period shall be deemed to have waived its Tag-Along Right.‌Right. 2.5 2.4 Following the expiry of the Acceptance Period, the Tag Triggering Sellers shall deliver to each Tagging Security Holder, not less than five (5) 10 Business Days prior to the proposed Tag-Along Sale, a definitive agreement (along with any ancillary transfer instruments) to effect the sale of his Tag-Along Securities to the Tag Transferee. 2.6 2.5 If the Tag Transferee has informed the Tag Triggering Sellers that it wishes to purchase a fixed percentage of any class of Securities, and following any Notification(s) the Tagging Security Holders together with the Tag Triggering Sellers have indicated that they wish to sell more than this percentage is exceededas part of the relevant Tag-Along Sale, the number of Securities being to be Transferred by the Tag Triggering Sellers and the Tagging Security Holders as part of the relevant Tag-Along Sale shall be reduced pro rata in order to meet this percentage requirement. 2.7 2.6 Each Tagging Security Holder shall: (a) not less no fewer than two Business Days prior to the anticipated date of the proposed Transfer, return to the Tag Triggering Sellers the duly executed documents to effect the Tag-Along Sale and, if a certificate has been issued in respect of the relevant Securities, the relevant certificates(s) (or an indemnity in respect of any missing certificates in a form satisfactory to the Board) all of which shall be held against payment of the aggregate consideration due to him. If a Tagging Security Holder fails to comply with this paragraph 2.7(a2.6(a) in full not less no fewer than two Business Days prior to the proposed Transfer, it shall be deemed to have waived its Tag-Along Right; (b) give warranties to the Tag Transferee as to the title to their Tag-Along Securities and their capacity to transfer the Tag-Along Securities on the same basis as the Tag Triggering Sellers; (c) bear an amount of any costs of the Tag-Along Sale (to the extent such costs are not paid by a Group Company) in the same proportions as the consideration (of whatever form) received by him bears to the aggregate consideration paid pursuant to the Tag-Along Sale; (d) participate in any escrow arrangements agreed between the Tag Triggering Sellers and Tag Transferee in connection with the Tag-Along Sale on the same basis as the Tag Triggering Sellers; and (e) procure (in as far as they are reasonably able) that any directors of Group Companies designated by it vote in favour of the Tag-Along Sale. 2.8 2.7 The Tag Triggering Sellers shall furnish or shall procure that the Tag Transferee furnishes such evidence of completion of such Tag-Along Sale as may be reasonably requested by any Tagging Security Holder. 2.9 2.8 Each Tagging Security Holder shall be entitled to receive his consideration pursuant to the Tag- Tag-Along Sale (less his share of the costs of the Tag-Along Sale) at the same time as the Tag Triggering Sellers.

Tag-Along Mechanism. 2.1 Not less than 20 Business Days prior to the completion anticipated closing date of any proposed Tag-Along SaleSale (the “Anticipated Closing Date”), the Tag Triggering Sellers Fund Investor shall deliver to the Company and the other Security Holders a written notice (a “Tag-Along Notice”) which notice shall set setting out (if and to the extent not described in any accompanying documents):‌documents): (a) the identity of the Tag Transferee; (bform(s) subject to paragraph 3.1 below, the type and amount of consideration proposed to be paid by the Tag Transferee Tag-Along Purchaser for each Security which shall be in the same form and on the same terms as the consideration for the Securities being sold by the Tag-Along Securities; (c) the proposed date of the Transfer (if known)Seller; and (db) all other material terms and conditions, if any, of the Tag-Along Sale, including the identity of the Tag-Along Purchaser, together with a draft definitive agreement between the relevant Security Holder and the Tag- Along Purchaser. 2.2 The Tagging Security Holders shall be entitled to Transfer their respective proportion of Securities to the Tag Transferee: (a) at the same time as the Transfer by the Tag Triggering Sellers; (b) for the same type and amount of consideration as for the corresponding Securities being sold by the Tag Triggering Sellers; and (c) on the same economic terms (including purchase price per Security, purchase price adjustments, form of consideration, time of payment and participating in any escrow arrangements on the same terms), (subject always to the Articles and Clause 16 (Ranking of Securities)) provided that (i) to the extent that the Majority Investors are receiving cash consideration for their Ordinary Shares, each Tagging Security Holder shall also be entitled to receive cash in the same proportions; and (ii) the Majority Investors may, in their absolute discretion by a Majority Investor Direction, determine that each Tagging Security Holder be offered a cash alternative to any non-cash consideration being paid for the Tag Triggering Seller’s Securities provided that the cash alternative reflects the fair market value of the non-cash consideration (as determined by the Majority Investors acting reasonably). 2.3 For the purposes of paragraph 3.1, the Ordinary Shares shall be deemed to constitute a single class of Security. 2.4 If a Security Holder wishes to exercise its the Tag-Along Right (any Right, such Security Holder a “Tagging Security Holder”), the Tagging Security Holder shall notify the Tag Triggering Sellers Fund Investor within 10 Business Days following of the date of the Tag-Along Notice (the “Acceptance Period”) that it such Security Holder wishes to exercise its the Tag-Along Right (each in such notice event, a “NotificationTagging Security Holder”). Any Security Holder that does not notify the Tag Triggering Sellers Fund Investor within the Acceptance Period shall be deemed to have waived its their Tag-Along Right.‌ 2.5 2.3 Following the expiry of the Acceptance PeriodPeriod and not less than five Business Days prior to the Anticipated Closing Date, the Tag Triggering Sellers Fund Investor shall deliver to each Tagging Security Holder, not less than five (5) Business Days prior to the proposed Tag-Along Sale, Holder a definitive agreement in substantially similar form to the draft delivered pursuant to paragraph 2.1 (along with any ancillary transfer instruments) and all other documents required to be executed to effect the sale of his such Tagging Security Holder’s Tag-Along Securities to the Tag TransfereeTag-Along Purchaser. 2.6 If the Tag Transferee has informed the Tag Triggering Sellers that it wishes 2.4 The definitive agreement referred to purchase a fixed percentage of in paragraph 2.2 shall not require any class of Securities, and following any Notification(s) this percentage is exceeded, the number of Securities being Transferred by the Tag Triggering Sellers and the Tagging Security Holders shall be reduced pro rata in order to meet this percentage requirement. 2.7 Each Tagging Security Holder shall: to provide any representations, warranties or indemnities other than: (a) not a warranty as to the title to such Tagging Security Holder’s Tag-Along Securities and as to its capacity to sell those Tag-Along Securities; and (b) representations, warranties and/or indemnities which may be required by the Tag-Along Purchaser in connection with the Tag-Along Sale if and only to the extent that sole recourse and liability in respect of such representations, warranties and/or indemnities are to an amount held in escrow which all Security Holders participating in such Tag-Along Sale participate in pro rata to proceeds arising from the sale of the Securities pursuant to the Tag-Along Sale. 2.5 Not less than two Business Days prior to the anticipated date of the proposed TransferAnticipated Closing Date, each Tagging Security Holder shall return to the Tag Triggering Sellers Fund Investor: (a) the documents provided to such Tagging Security Holder pursuant to paragraph 2.2 above, duly executed documents and, by such Tagging Security Holder; (b) details of such Tagging Security Holder’s Nominated Bank Account; and (c) if a certificate has any certificates have been issued in respect of the relevant Securities, the relevant certificates(scertificate(s) (or an indemnity in respect of any missing certificates in a form satisfactory to the Board) all of which shall be held against payment by the Fund Investor to the order of such Tagging Security Holder until irrevocable instructions for a telegraphic transfer to the Nominated Bank Account and/or issue of relevant securities in respect of the aggregate consideration due to himsuch Tagging Security Holder have been made. If a Tagging Security Holder fails to comply with this paragraph 2.7(a) 2.5 in full not less than two Business Days prior to the proposed TransferAnticipated Closing Date, it such Tagging Security Holder shall be deemed to have waived its Tag-Along Right;. (b) give warranties to 2.6 Each Tagging Security Holder shall bear a share of the Tag Transferee as to the title to their Tag-Along Securities and their capacity to transfer the Tag-Along Securities on the same basis as the Tag Triggering Sellers; (c) bear an amount of any costs costs, including adviser fees of the Tag-Along Sale (to the extent such costs are not paid by a Group Company) Sale, in the same proportions as those in which the consideration (of whatever form) received by him such Tagging Security Holder bears to the aggregate consideration paid pursuant to the Tag-Along Sale; (d) participate in any escrow arrangements agreed between the Tag Triggering Sellers and Tag Transferee in connection with the Tag-Along Sale on the same basis as the Tag Triggering Sellers; and (e) procure (in as far as they are reasonably able) that any directors of Group Companies designated by it vote in favour of the Tag-Along Sale. 2.8 The Tag Triggering Sellers shall furnish or shall procure that the Tag Transferee furnishes such evidence of completion of such Tag-Along Sale as may be reasonably requested by any Tagging Security Holder. 2.9 . Each Tagging Security Holder shall be entitled to receive his such Tagging Security Holder’s consideration pursuant to the Tag- Tag-Along Sale (less his such Tagging Security Holder’s share of the costs of the Tag-Along Sale) at the same time as the Tag Triggering SellersTag-Along Seller receives its consideration. 2.7 The Fund Investor shall furnish or shall use reasonable endeavours to procure that the Tag-Along Purchaser furnishes such evidence of completion of the Tag-Along Sale as may be reasonably requested by any Tagging Security Holder. 2.8 Any deferred cash payments due to a Tagging Security Holder pursuant to a Tag-Along Sale shall be paid to the relevant Tagging Security Holder’s Nominated Bank Account.

Tag-Along Mechanism. 2.1 Not less than 20 15 Business Days prior to the completion anticipated closing date of any proposed Tag-Along SaleSale (the Anticipated Closing Date), the Tag Triggering Sellers Permira Investor shall deliver to the Company and the other Security Holders a written notice (a “Tag-Along Notice”) which notice shall set setting out (if and to the extent not described in any accompanying documents):‌ (a) the identity of the Tag Transferee; (bform(s) subject to paragraph 3.1 below, the type and amount of consideration proposed to be paid by the Tag Transferee Tag-Along Purchaser for each Security which shall be in the same form and on the same terms as the consideration for the Securities being sold by the Tag-Along Securities; (c) the proposed date of the Transfer (if known)Seller; and (db) all other material terms and conditions, if any, of the Tag-Along Sale. 2.2 The Tagging Security Holders shall be entitled to Transfer their respective proportion of Securities to the Tag Transferee: (a) at the same time as the Transfer by the Tag Triggering Sellers; (b) for the same type and amount of consideration as for the corresponding Securities being sold by the Tag Triggering Sellers; and (c) on the same economic terms (including purchase price per Security, purchase price adjustments, form of consideration, time of payment and participating in any escrow arrangements on the same terms), (subject always to the Articles and Clause 16 (Ranking of Securities)) provided that (i) to the extent that the Majority Investors are receiving cash consideration for their Ordinary Shares, each Tagging Security Holder shall also be entitled to receive cash in the same proportions; and (ii) the Majority Investors may, in their absolute discretion by a Majority Investor Direction, determine that each Tagging Security Holder be offered a cash alternative to any non-cash consideration being paid for the Tag Triggering Seller’s Securities provided that the cash alternative reflects the fair market value of the non-cash consideration (as determined by the Majority Investors acting reasonably). 2.3 For the purposes of paragraph 3.1, the Ordinary Shares shall be deemed to constitute a single class of Security. 2.4 If a Security Holder wishes to exercise its the Tag-Along Right (any Right, such Security Holder a “Tagging Security Holder”), the Tagging Security Holder shall notify the Tag Triggering Sellers Permira Investor within 10 Business Days following of the date of the Tag-Along Notice (the “Acceptance Period”) that it such Security Holder wishes to exercise its Tag-the Tag- Along Right (each in such notice event, a “Notification”Tagging Security Holder). Any Security Holder that does not notify the Tag Triggering Sellers Permira Investor within the Acceptance Period shall be deemed to have waived its their Tag-Along Right.‌ 2.5 2.3 Following the expiry of the Acceptance PeriodPeriod and not less than five Business Days prior to the Anticipated Closing Date, the Tag Triggering Sellers Permira Investor shall deliver to each Tagging Security Holder, not less than five (5) Business Days prior to the proposed Tag-Along Sale, Holder a definitive agreement (along with any ancillary transfer instrumentsinstruments and confirmation of the identity of the Tag-Along Purchaser) to effect the sale of his such Tagging Security Holder’s Tag-Along Securities to the Tag Transferee.Tag-Along Purchaser.‌ 2.6 If the Tag Transferee has informed the Tag Triggering Sellers that it wishes 2.4 The definitive agreement referred to purchase a fixed percentage of in paragraph 2.3 shall not require any class of Securities, and following any Notification(s) this percentage is exceeded, the number of Securities being Transferred by the Tag Triggering Sellers and the Tagging Security Holders shall be reduced pro rata in order to meet this percentage requirement. 2.7 Each Tagging Security Holder shall:to provide any representations, warranties or indemnities other than:‌ (ai) not a warranty as to the title to such Tagging Security Holder’s Tag-Along Securities and as to its capacity to sell those Tag-Along Securities; and (ii) representations, warranties and/or indemnities which may be required by the Tag-Along Purchaser in connection with the Tag-Along Sale if and only to the extent that sole recourse and liability in respect of such representations, warranties and/or indemnities are to an amount held in escrow which all Security Holders participating in such Tag-Along Sale participate in pro rata to proceeds arising from the sale of the Securities. 2.5 Not less than two Business Days prior to the anticipated date of the proposed TransferAnticipated Closing Date, each Tagging Security Holder shall return to the Tag Triggering Sellers Permira Investor: (i) the documents provided to such Tagging Security Holder pursuant to paragraph 2.3 above, duly executed documents and, by such Tagging Security Holder; (ii) details of such Tagging Security Holder’s Nominated Bank Account; and (iii) if a certificate has been issued in respect of the relevant Securities, the relevant certificates(scertificate(s) (or an indemnity in respect of any missing certificates in a form satisfactory to the Board) all of which shall be held against payment by the Permira Investor to the order of such Tagging Security Holder until irrevocable instructions for a telegraphic transfer to the Nominated Bank Account and/or issue of relevant securities in respect of the aggregate consideration due to himsuch Tagging Security Holder have been made. If a Tagging Security Holder fails to comply with this paragraph 2.7(a) 2.5 in full full‌ not less than two Business Days prior to the proposed TransferAnticipated Closing Date, it such Tagging Security Holder shall be deemed to have waived its Tag-Along Right;. (b) give warranties to 2.6 Each Tagging Security Holder shall bear a share of the Tag Transferee as to the title to their Tag-Along Securities and their capacity to transfer the Tag-Along Securities on the same basis as the Tag Triggering Sellers; (c) bear an amount of any costs costs, including adviser fees of the Tag-Along Sale (to the extent such costs are not paid by a Group Company) Sale, in the same proportions as those in which the consideration (of whatever form) received by him such Tagging Security Holder bears to the aggregate consideration paid pursuant to the Tag-Along Sale; (d) participate in any escrow arrangements agreed between the Tag Triggering Sellers and Tag Transferee in connection with the Tag-Along Sale on the same basis as the Tag Triggering Sellers; and (e) procure (in as far as they are reasonably able) that any directors of Group Companies designated by it vote in favour of the Tag-Along Sale. 2.8 The Tag Triggering Sellers shall furnish or shall procure that the Tag Transferee furnishes such evidence of completion of such Tag-Along Sale as may be reasonably requested by any Tagging Security Holder. 2.9 . Each Tagging Security Holder shall be entitled to receive his such Tagging Security Holder’s consideration pursuant to the Tag- Tag-Along Sale (less his such Tagging Security Holder’s share of the costs of the Tag-Along Sale) at the same time as the Tag Triggering SellersPermira Investor receives its consideration. 2.7 The Permira Investor shall furnish or shall use reasonable endeavours to procure that the Tag-Along Purchaser furnishes such evidence of completion of the Tag-Along Sale as may be reasonably requested by any Tagging Security Holder. 2.8 Any deferred cash payments due to a Tagging Security Holder pursuant to a Tag-Along Sale shall be paid to the relevant Tagging Security Holder’s Nominated Bank Account.