Common use of Tag-Along Obligations Clause in Contracts

Tag-Along Obligations. Any Shareholder (the "Tag-Along Initiator") desiring to Transfer any shares of Stock in one transaction or a series of related transactions which in the aggregate represent at least 5% of the then outstanding Common Stock shall, after expiration of all required notice periods under Section 5, give not less than 20 days' prior written notice of such intended Transfer to each other Shareholder ("Tag-Along Offeree") and to the Company. Such notice (the "Tag-Along Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the proposed transferee, the number of shares proposed to be transferred by the Tag-Along Initiator (the "Tag-Along Shares"), the purchase price per share proposed to be paid therefor and the payment terms and type of transfer to be effectuated. Within 10 days after delivery of the Tag-Along Notice by the Tag-Along Initiator to each Tag-Along Offeree and to the Company, each Tag-Along Offeree shall, by written notice to the Tag-Along Initiator and the Company, have the opportunity and right to sell to the transferee in such proposed Transfer (upon the same terms and conditions as the Tag-Along Initiator) up to that number of shares of such Stock owned by the Tag-Along Offeree as shall equal the product of (x) a fraction, the numerator of which is the number of shares of such Stock owned by the Tag-Along Offeree as of the date of the proposed Transfer and the denominator of which is the aggregate number of shares of such Stock owned as of the date of the Tag-Along Notice by each Tag-Along Initiator and by all other Tag-Along Offerees, times (y) the number of Tag-Along Shares. The amount of Tag-Along Shares to be sold by any Tag-Along Initiator shall be reduced to the extent necessary to provide for such sales of shares by Tag-Along Offerees. No Person may Transfer shares in any transaction that is subject to this Section 6 unless the transferee agrees to be bound by and complies with the terms of this Agreement.

Tag-Along Obligations. Any Shareholder party (the "Tag-Along Initiator") desiring to transfer any Shares (not constituting an Exempt Transfer any shares of Stock in one transaction or a series of related transactions which in the aggregate represent at least 5% of the then outstanding Common Stock shall, after expiration of all required notice periods under pursuant to Section 5, 2.3(g)) shall give not less than 20 days' days prior written notice of such intended Transfer transfer to each other Shareholder party to this Agreement ("Tag-Along Offeree") and to the Company. Such notice (the "Tag-Along Notice") shall set forth the terms and conditions of such proposed Transfertransfer, including the name of the proposed transferee, the number of shares Shares proposed to be transferred by the Tag-Along Initiator (the "Tag-Along Shares"), the purchase price per share Share proposed to be paid therefor and the payment terms and type of transfer to be effectuated. Within 10 days after delivery of the Tag-Along Notice by the Tag-Along Initiator to each Tag-Along Offeree and to the CompanyNotice, each Tag-Along Offeree shall, by written notice to the Tag-Along Initiator and the Company, have the opportunity and right to sell to the transferee in such proposed Transfer transfer (upon the same terms and conditions as the Tag-Along Initiator) up to that number of shares of such Stock Shares owned by the Tag-Along Offeree as shall equal the product of (xi) a fraction, the numerator of which is the number of shares of such Stock Shares owned by the Tag-Along Offeree as of the date of the proposed Transfer Tag-Along Notice and the denominator of which is the aggregate number of shares of such Stock Shares owned as of the date of the Tag-Along Notice by each the Tag-Along Initiator and by all other of the Tag-Along Offerees, times (yii) the number of Shares owned as of the date of the Tag-Along SharesNotice by the Tag-Along Offeree; provided, however, that the number of Shares to be sold by any Tag-Along Offeree shall not exceed the same proportion as the Shares to be transferred by the Tag-Along Initiator bears to the number of Shares held by the Tag-Along Initiator. The amount of Tag-Along Shares to be sold by any Tag-Along Initiator shall be reduced to the extent necessary to provide for such sales of shares Shares by Tag-Along Offerees. No Person may Transfer shares in any transaction that is subject to this Section 6 unless the transferee agrees to be bound by and complies with the terms of this Agreement.

Tag-Along Obligations. Any (a) If at any time the Principal Shareholder or any Affiliate (other than the Company) of the Principal Shareholder that has such Affiliate status solely by virtue of his, her or its status as an Affiliate of the Issuer ("TAG-ALONG SELLER") shall, in one or in a series of transactions, enter into an agreement to effect, or effect or propose to effect, an Applicable Disposition to any transferee (a "TAG-ALONG SALE"), the Initial Holder shall have the right, but not the obligation, to participate in such Tag-Along Initiator") desiring Sale by selling up to Transfer any shares of Stock in one transaction or a series of related transactions which in the aggregate represent at least 5% of the then outstanding Common Stock shall, after expiration of all required notice periods under Section 5, give not less than 20 days' prior written notice of such intended Transfer to each other Shareholder ("Tag-Along Offeree") and to the Company. Such notice (the "Tag-Along Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the proposed transferee, the number of shares proposed (on an aggregate basis) of Warrant Stock subject to be transferred by the Tag-Along Initiator (the "Tag-Along Shares"), the purchase price per share proposed to be paid therefor Warrants and the payment terms and type of transfer to be effectuated. Within 10 days after delivery of the Tag-Along Notice by the Tag-Along Initiator to each Tag-Along Offeree and to the Company, each Tag-Along Offeree shall, by written notice to the Tag-Along Initiator and the Company, have the opportunity and right to sell to the transferee in such proposed Transfer (upon the same terms and conditions as the Tag-Along Initiator) up to that number of shares of such Warrant Stock owned by the Tag-Along Offeree as shall equal to the product of (xi) the total number of shares (on an aggregate basis) of Common Stock proposed to be sold in the proposed Tag-Along Sale multiplied by (ii) a fraction, the numerator of which is equal to the number of shares (on an aggregate basis) of Warrant Stock subject to Warrants and shares of Warrant Stock owned by the Initial Holder immediately prior to the Tag-Along Sale, and the denominator of which is equal to (A) the number of shares of such Common Stock owned by the Tag-Along Offeree as Seller immediately prior to the Tag-Along Sale plus (B) the number of shares (on an aggregate basis) of Warrant Stock subject to Warrants and shares of Warrant Stock owned by such holder together with the date of the proposed Transfer and the denominator of which is the aggregate number of shares of such Common Stock owned as of the date of by any holder thereof who has similar "tag-along" rights and elects to exercise such rights in connection with the Tag-Along Notice by Sale, in each case immediately prior to the Tag-Along Initiator Sale. Any such sales by the Initial Holder shall be on the same terms and by all other conditions as the proposed Tag-Along OffereesSale by the Tag-Along Seller, times except the Initial Holder shall not be required to make any representations or warranties except as to (x) its title to the Warrants or shares of Warrant Stock to be sold by it, (y) the number Initial Holder's power and authority to effect such transfer and (z) such matters pertaining to compliance with securities law as the transferee may reasonably require. (b) Notwithstanding the foregoing, the provisions of Tag-Along Shares. The amount Section 7.01(a) shall not apply to any transfer, sale or disposition of Tag-Along Shares shares of Common Stock by the Principal Shareholder (i) to be sold any of its Affiliates, PROVIDED that, any further sale, disposition or transfer by any Tag-Along Initiator such Affiliate transferee shall be reduced subject to the extent necessary to provide for such sales provisions of shares by Tag-Along Offerees. No Person may Transfer shares in any transaction that is subject to this Section 6 unless 7.01(a), (ii) in an ordinary brokerage transaction pursuant to Rule 144 or (iii) to a Principal Shareholder Beneficial Owner's spouse or the members of the Principal Shareholder Beneficial Owner's immediate family or to a custodian, trustee, executor, or other fiduciary for the account of the Principal Shareholder Beneficial Owner's spouses or members of the Principal Shareholder Beneficial Owner's immediate family, or to a trust for the Principal Shareholder Beneficial Owner's own self, PROVIDED, that each such transferee agrees or assignee, prior to the completion of the sale, transfer, or assignment shall have executed documents assuming the obligations of the Principal Shareholder Beneficial Owner with respect to the transferred securities. (c) On the date hereof, the Issuer shall deliver to the Initial Holder a joinder agreement substantially in the form attached hereto as Annex 4 (a "JOINDER AGREEMENT"), executed by the Issuer, the Principal Shareholder and the Principal Shareholder Beneficial Owners, pursuant to which such parties will agree to be bound by and complies with the terms provisions of this Article VII. As a condition to the validity of any sale, disposition or other transfer of any Common Stock by any of the Persons who have executed and delivered a Joinder Agreement pursuant to this Section 7.01 to any other Person, the transferee thereof shall execute and deliver to the Issuer and each Holder a Joinder Agreement. (d) References in this Section 7.01 to the Initial Holder shall include the Initial Holder's respective Affiliates to the extent that such Affiliates then hold Warrants or Warrant Stock.

Tag-Along Obligations. Any Major Shareholder (the "Tag-Along Initiator") desiring to Transfer ------------------- any shares of Stock in one transaction or a series of related transactions which in the aggregate represent at least 5% of the then outstanding Common Stock shall, after expiration of all required notice periods under Section 5, give not less than 20 10 days' prior written notice of such intended Transfer to each other Major Shareholder ("Tag-Along Offeree") and to the Company. ----------------- Such notice (the "Tag-Along Notice") shall set forth the terms and conditions of ---------------- such proposed Transfer, including the name of the proposed transferee, the number of shares of such Stock proposed to be transferred by the Tag-Along Initiator (the "Tag-Along Shares"), the purchase price per share Tag-Along Share of ---------------- such Stock proposed to be paid therefor and the payment terms and type of transfer Transfer to be effectuated. Within 10 days after delivery of the Tag-Along Notice by the Tag-Along Initiator to each Tag-Along Offeree and to the Company, each Tag-Along Offeree shall, by written notice to the Tag-Along Initiator and the Company, have the opportunity and right to sell to the transferee in such proposed Transfer Tag Along offer (upon the same terms and conditions as the Tag-Along Initiator) up to that number of shares of such Stock owned by the Tag-Along Offeree as shall equal to the product of (x) a fraction, the numerator of which is the number of shares of such Stock owned by the Tag-Along Offeree as of the date of the proposed Transfer and the denominator of which is the aggregate number of shares of such Stock owned as of the date of the Offeree's Tag-Along Notice Ratio multiplied by each Tag-Along Initiator and by all other Tag-Along Offerees, times (y) the aggregate number of Tag-Along Shares. The amount of Tag-Tag- Along Shares to be sold by any Tag-Along Initiator shall be reduced to the extent necessary to provide for such sales of shares of such Stock by Tag-Along Offerees. No Person may Transfer shares in any transaction that is subject to this Section 6 unless the transferee agrees to be bound by and complies with the terms of this Agreement.

Tag-Along Obligations. Any Senior Management Shareholder (the "Tag-Along Initiator") desiring to Transfer any shares of Stock in one transaction or a series of related transactions which in the aggregate represent at least 5% of the then outstanding Common Stock shall, after expiration of all required notice periods under Section 5, give not less than 20 days' days prior written notice of such intended Transfer to each other Shareholder ("Tag-Along Offeree") and to the Company. Such notice (the "Tag-Along Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the proposed transferee, the number of shares proposed to be transferred by the Tag-Along Initiator (the "Tag-Along Shares"), the purchase price per share proposed to be paid therefor and the payment terms and type of transfer to be effectuated. Within 10 days after delivery of the Tag-Along Notice by the Tag-Along Initiator to each Tag-Along Offeree and to the Company, each Tag-Along Offeree shall, by written notice to the Tag-Along Initiator and the Company, have the opportunity and right to sell to the transferee in such proposed Transfer (upon the same terms and conditions as the Tag-Along Initiator) up to that number of shares of such Stock owned by the Tag-Along Offeree as shall equal the product of (x) a fraction, the numerator of which is the number of shares of such Stock owned by the Tag-Along Offeree as of the date of the proposed Transfer Tag-Along Notice and the denominator of which is the aggregate number of shares of such Stock owned as of the date of the Tag-Along Notice by each the Tag-Along Initiator and by all other of the Tag-Along Offerees, times (y) the number of shares of such Stock owned as of the date of the Tag-Along SharesNotice by the Tag-Along Offeree; provided, however, that the number of shares of Stock to be sold by any Tag-Along Offeree shall not exceed the same proportion as the number of shares of Stock to be Transferred by the Tag-Along Initiator bears to the number of shares of Stock held by the Tag-Along Initiator. The amount of Tag-Along Shares to be sold by any Tag-Along Initiator shall be reduced to the extent necessary to provide for such sales of shares by Tag-Tag- Along Offerees. No Person may Transfer shares in any transaction that is subject to this Section 6 unless the transferee agrees to be bound by and complies with the terms of this Agreement.

Tag-Along Obligations. Any (a) If at any time a Principal Shareholder (the "Tag-Along Initiator") desiring to Transfer or any shares Affiliate of Stock in one transaction or a series of related transactions which in the aggregate represent at least 5% of the then outstanding Common Stock shall, after expiration of all required notice periods under Section 5, give not less than 20 days' prior written notice of such intended Transfer to each other Principal Shareholder ("Tag-Along OffereeSeller") shall, in one or in a series of transactions, enter into an agreement to effect, or effect or propose to effect, an Applicable Disposition to any transferee and it does not elect to the Company. Such notice exercise its rights under Section 9 hereof (the a "Tag-Along NoticeSale") ), each holder of Warrants or shares of Warrant Stock shall set forth have the terms and conditions of right, but not the obligation, to participate in such proposed Transfer, including the name of the proposed transferee, Tag-Along Sale by selling up to the number of shares proposed (on an aggregate basis) of Warrant Stock subject to be transferred by the Tag-Along Initiator (the "Tag-Along Shares"), the purchase price per share proposed to be paid therefor Warrants and the payment terms and type of transfer to be effectuated. Within 10 days after delivery of the Tag-Along Notice by the Tag-Along Initiator to each Tag-Along Offeree and to the Company, each Tag-Along Offeree shall, by written notice to the Tag-Along Initiator and the Company, have the opportunity and right to sell to the transferee in such proposed Transfer (upon the same terms and conditions as the Tag-Along Initiator) up to that number of shares of such Warrant Stock owned by the Tag-Along Offeree as shall equal to the product of (xi) the total number of shares (on an aggregate basis) of Common Stock proposed to be sold in the proposed Tag-Along Sale multiplied by (ii) a fraction, the numerator of which is equal to the number of shares (on an aggregate basis) of Warrant Stock subject to Warrants and shares of Warrant Stock owned by such holder together with the number of shares of Common Stock owned by any holder thereof who is entitled to so called "Tag along" rights and elects to exercise such rights in connection with the Tag along Sale, in each case immediately prior to the Tag-Along Sale, and the denominator of which is equal to (A) the number of shares of Common Stock owned by the Tag-Along Offeree as Seller immediately prior to the Tag-Along Sale plus (B) the number of shares (on an aggregate basis) of Warrant Stock subject to Warrants and shares of Warrant Stock owned by such holder together with the date of the proposed Transfer and the denominator of which is the aggregate number of shares of such Common Stock owned as of by any holder thereof who is entitled to so called "Tag along" rights and elects to exercise such rights in connection with the date of Tag Along Sale, in each case immediately prior to the Tag-Along Notice Sale. Any such sales by each such holder shall be on the same terms and conditions as the proposed Tag-Along Initiator and Sale by all other the Tag-Along OffereesSeller, times except the holder shall not be required to make any representations or warranties except as to (yx) its title to the number Warrants or shares of Tag-Along Shares. The amount of Tag-Along Shares Warrant Stock to be sold by it, (y) such holder's power and authority to effect such transfer and (z) such matters pertaining to compliance with securities law as the transferee may reasonably require. (b) The foregoing notwithstanding, the provisions of this Section 8.02 shall not apply to any Tag-Along Initiator shall be reduced (i) bona fide public sale of shares of Common Stock sold, or to the extent necessary securities so sold or to provide for such sales holders thereof, pursuant to an effective registration statement under the Securities Act and (ii) any transfer, sale or disposition of shares by Tag-Along Offerees. No Person may Transfer shares in any transaction that is subject to this Section 6 unless of Common Stock solely among the transferee agrees to be bound by Principal Shareholder and complies with the terms of this Agreementits Affiliates.

Tag-Along Obligations. Any (a) If at any time the Principal Shareholder or any Affiliate (other than the Company) of the Principal Shareholder that has such Affiliate status solely by virtue of his, her or its status as an Affiliate of the Issuer ("TAG-ALONG SELLER") shall, in one or in a series of transactions, enter into an agreement to effect, or effect or propose to effect, an Applicable Disposition to any transferee (a "TAG-ALONG SALE"), each Initial Holder shall have the right, but not the obligation, to participate in such Tag-Along Initiator") desiring Sale by selling up to Transfer any shares of Stock in one transaction or a series of related transactions which in the aggregate represent at least 5% of the then outstanding Common Stock shall, after expiration of all required notice periods under Section 5, give not less than 20 days' prior written notice of such intended Transfer to each other Shareholder ("Tag-Along Offeree") and to the Company. Such notice (the "Tag-Along Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the proposed transferee, the number of shares proposed (on an aggregate basis) of Warrant Stock subject to be transferred by the Tag-Along Initiator (the "Tag-Along Shares"), the purchase price per share proposed to be paid therefor Warrants and the payment terms and type of transfer to be effectuated. Within 10 days after delivery of the Tag-Along Notice by the Tag-Along Initiator to each Tag-Along Offeree and to the Company, each Tag-Along Offeree shall, by written notice to the Tag-Along Initiator and the Company, have the opportunity and right to sell to the transferee in such proposed Transfer (upon the same terms and conditions as the Tag-Along Initiator) up to that number of shares of such Warrant Stock owned by the Tag-Along Offeree as shall equal to the product of (xi) the total number of shares (on an aggregate basis) of Common Stock proposed to be sold in the proposed Tag-Along Sale multiplied by (ii) a fraction, the numerator of which is equal to the number of shares (on an aggregate basis) of Warrant Stock subject to Warrants and shares of Warrant Stock owned by such Initial Holder immediately prior to the Tag-Along Sale, and the denominator of which is equal to (A) the number of shares of such Common Stock owned by the Tag-Along Offeree as Seller immediately prior to the Tag-Along Sale plus (B) the number of shares (on an aggregate basis) of Warrant Stock subject to Warrants and shares of Warrant Stock owned by such holder together with the date of the proposed Transfer and the denominator of which is the aggregate number of shares of such Common Stock owned as of the date of by any holder thereof who has similar "tag-along" rights and elects to exercise such rights in connection with the Tag-Along Notice by Sale, in each case immediately prior to the Tag-Along Initiator Sale. Any such sales by such Initial Holder shall be on the same terms and by all other conditions as the proposed Tag-Along Offerees, times (y) Sale by the number of Tag-Along Shares. The amount Seller, except such Initial Holder shall not be required to make any representations or warranties except as to (x) its title to the Warrants or shares of Tag-Along Shares Warrant Stock to be sold by it, (y) such Initial Holder's power and authority to effect such transfer and (z) such matters pertaining to compliance with securities law as the transferee may reasonably require. (b) Notwithstanding the foregoing, the provisions of Section 7.01(a) shall not apply to any Tag-Along Initiator transfer, sale or disposition of shares of Common Stock by the Principal Shareholder (i) to any of its Affiliates, PROVIDED that, any further sale, disposition or transfer by such Affiliate transferee shall be reduced subject to the extent necessary to provide for such sales provisions of shares by Tag-Along Offerees. No Person may Transfer shares in any transaction that is subject to this Section 6 unless 7.01(a), (ii) in an ordinary brokerage transaction pursuant to Rule 144 or (iii) to a Principal Shareholder Beneficial Owner's spouse or the members of the Principal Shareholder Beneficial Owner's immediate family or to a custodian, trustee, executor, or other fiduciary for the account of the Principal Shareholder Beneficial Owner's spouses or members of the Principal Shareholder Beneficial Owner's immediate family, or to a trust for the Principal Shareholder Beneficial Owner's own self, PROVIDED, that each such transferee agrees or assignee, prior to the completion of the sale, transfer, or assignment shall have executed documents assuming the obligations of the Principal Shareholder Beneficial Owner with respect to the transferred securities. (c) On the date hereof, the Issuer shall deliver to the Initial Holders a joinder agreement substantially in the form attached hereto as Annex 4 (a "JOINDER AGREEMENT"), executed by the Issuer, the Principal Shareholder and the Principal Shareholder Beneficial Owners, pursuant to which such parties will agree to be bound by and complies with the terms provisions of this Article VII. As a condition to the validity of any sale, disposition or other transfer of any Common Stock by any of the Persons who have executed and delivered a Joinder Agreement pursuant to this Section 7.01 to any other Person, the transferee thereof shall execute and deliver to the Issuer and each Holder a Joinder Agreement. (d) References in this Section 7.01 to Initial Holders shall include each Initial Holder's respective Affiliates to the extent that such Affiliates then hold Warrants or Warrant Stock.

Tag-Along Obligations. Any Shareholder Principals (the "Tag-Along Initiator") desiring to Transfer any shares of Stock in one transaction or a series of related transactions which in the aggregate represent at least 5% of the then outstanding Common Stock shall, after expiration of all required notice periods under Section 5, shall give not less than 20 days' days prior written notice of such intended Transfer to each other Shareholder of the Investors ("Tag-Along Offeree") and to the Company. Such notice (the "Tag-Along Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the proposed transferee, the number of shares proposed to be transferred by the Tag-Along Initiator (the "Tag-Along Shares"), the purchase price per share proposed to be paid therefor and the payment terms and type of transfer to be effectuated. Within 10 days after delivery of the Tag-Along Notice by the Tag-Along Initiator to each Tag-Along Offeree and to the Company, each Tag-Along Offeree shall, by written notice to the Tag-Along Initiator and the Company, have the opportunity and right to sell to the transferee in such proposed Transfer (upon the same terms and conditions as the Tag-Along Initiator) up to that number of shares of such Stock owned by the Tag-Along Offeree as shall equal the product of (x) a fraction, the numerator of which is the number of shares of such Stock owned by the Tag-Along Offeree as of the date of the proposed Transfer Tag-Along Notice and the denominator of which is the aggregate number of shares of such Stock owned as of the date of the Tag-Along Notice by each the Tag-Along Initiator and by all other of the Tag-Along Offerees, times (y) the number of shares of such Stock owned as of the date of the Tag-Along SharesNotice by the Tag-Along Offeree; provided, however, that the number of shares of Stock to be sold by any Tag-Along Offeree shall not exceed the same proportion as the number of shares of Stock to be Transferred by the Tag-Along Initiator bears to the number of shares of Stock held by the Tag-Along Initiator. The amount of Tag-Along Shares to be sold by any Tag-Along Initiator shall be reduced to the extent necessary to provide for such sales of shares by Tag-Tag- Along Offerees. No Person may Transfer shares in any transaction that is subject to this Section 6 5 unless the transferee agrees to be bound by and complies with the terms of this Agreement.

Tag-Along Obligations. Any Shareholder The Miletos Parties (the "Tag-Along Initiator") desiring to Transfer any shares of Stock in one transaction or a series of related transactions which in the aggregate represent at least 5% of the then outstanding Common Stock shall, after expiration of all required notice periods under Section 5, shall give not less than 20 days' days prior written notice of such intended Transfer to each other Shareholder Investor ("Tag-Along Offeree") and to the Company. Such notice (the "Tag-Along Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the proposed transferee, the number of shares proposed to be transferred by the Tag-Along Initiator (the "Tag-Along Shares"), the purchase price per share proposed to be paid therefor and the payment terms and type of transfer to be effectuated. Within 10 days after delivery of the Tag-Along Notice by the Tag-Along Initiator to each Tag-Along Offeree and to the Company, each Tag-Along Offeree shall, by written notice to the Tag-Along Initiator and the Company, have the opportunity and right to sell to the transferee in such proposed Transfer (upon the same terms and conditions as the Tag-Along Initiator) up to that number of shares of such Stock owned by the Tag-Along Offeree as shall equal the product of (x) a fraction, the numerator of which is the number of shares of such Stock owned by the Tag-Along Offeree as of the date of the proposed Transfer Tag-Along Notice and the denominator of which is the aggregate number of shares of such Stock owned as of the date of the Tag-Along Notice by each the Tag-Along Initiator and by all other of the Tag-Along Offerees, times (y) the number of shares of such Stock owned as of the date of the Tag-Along SharesNotice by the Tag-Along Offeree; provided, however, that the number of shares of Stock to be sold by any Tag-Along Offeree shall not exceed the same proportion as the number of shares of Stock to be Transferred by the Tag-Along Initiator bears to the number of shares of Stock held by the Tag-Along Initiator. The amount of Tag-Along Shares to be sold by any Tag-Along Initiator shall be reduced to the extent necessary to provide for such sales of shares by Tag-Tag- Along Offerees. No Person may Transfer shares in any transaction that is subject to this Section 6 5 unless the transferee agrees to be bound by and complies with the terms of this Agreement.

Tag-Along Obligations. Any (a) If at any time the Principal Shareholder or any Affiliate (other than the Company) of the Principal Shareholder that has such Affiliate status solely by virtue of his, her or its status as an Affiliate of the Issuer ("TAG-ALONG SELLER") shall, in one or in a series of transactions, enter into an agreement to effect, or effect or propose to effect, an Applicable Disposition to any transferee (a "TAG-ALONG SALE"), Initial Holder shall have the right, but not the obligation, to participate in such Tag-Along Initiator") desiring Sale by selling up to Transfer any shares of Stock in one transaction or a series of related transactions which in the aggregate represent at least 5% of the then outstanding Common Stock shall, after expiration of all required notice periods under Section 5, give not less than 20 days' prior written notice of such intended Transfer to each other Shareholder ("Tag-Along Offeree") and to the Company. Such notice (the "Tag-Along Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the proposed transferee, the number of shares proposed to be transferred by the Tag-Along Initiator (the "Tag-Along Shares"), the purchase price per share proposed to be paid therefor and the payment terms and type on an aggregate basis) of transfer to be effectuated. Within 10 days after delivery of the Tag-Along Notice by the Tag-Along Initiator to each Tag-Along Offeree and Warrant Stock subject to the Company, each Tag-Along Offeree shall, by written notice to the Tag-Along Initiator Warrant and the Company, have the opportunity and right to sell to the transferee in such proposed Transfer (upon the same terms and conditions as the Tag-Along Initiator) up to that number of shares of such Warrant Stock owned by the Tag-Along Offeree as shall equal to the product of (xi) the total number of shares (on an aggregate basis) of Common Stock proposed to be sold in the proposed Tag-Along Sale multiplied by (ii) a fraction, the numerator of which is equal to the number of shares (on an aggregate basis) of Warrant Stock subject to Warrant and shares of Warrant Stock owned by Initial Holder immediately prior to the Tag-Along Sale, and the denominator of which is equal to (A) the number of shares of such Common Stock owned by the Tag-Along Offeree as Seller immediately prior to the Tag-Along Sale plus (B) the number of shares (on an aggregate basis) of Warrant Stock subject to the date Warrant and shares of Warrant Stock owned by such holder together with the proposed Transfer and the denominator of which is the aggregate number of shares of such Common Stock owned as of the date of by any holder thereof who has similar "tag-along" rights and elects to exercise such rights in connection with the Tag-Along Notice by Sale, in each case immediately prior to the Tag-Along Initiator Sale. Any such sales by Initial Holder shall be on the same terms and by all other conditions as the proposed Tag-Along Offerees, times (y) Sale by the number of Tag-Along Shares. The amount Seller, except Initial Holder shall not be required to make any representations or warranties except as to (x) its title to the Warrant or shares of Tag-Along Shares Warrant Stock to be sold by it, (y) Initial Holder's power and authority to effect such transfer and (z) such matters pertaining to compliance with securities law as the transferee may reasonably require. (b) Notwithstanding the foregoing, the provisions of SECTION 7.01(a) shall not apply to any Tag-Along Initiator transfer, sale or disposition of shares of Common Stock by the Principal Bechtel Warrant Agreement Shareholder (i) to any of its Affiliates, PROVIDED that, any further sale, disposition or transfer by such Affiliate transferee shall be reduced subject to the extent necessary provisions of this SECTION 7.01(a), (II) in an ordinary brokerage transaction pursuant to provide Rule 144 or (iii) to a Principal Shareholder Beneficial Owner's spouse or the members of the Principal Shareholder Beneficial Owner's immediate family or to a custodian, trustee, executor, or other fiduciary for the account of the Principal Shareholder Beneficial Owner's spouses or members of the Principal Shareholder Beneficial Owner's immediate family, or to a trust for the Principal Shareholder Beneficial Owner's own self, PROVIDED, that each such sales transferee or assignee, prior to the completion of shares the sale, transfer, or assignment shall have executed documents assuming the obligations of the Principal Shareholder Beneficial Owner with respect to the transferred securities. (c) On the date hereof, the Issuer shall deliver to Initial Holder a joinder agreement substantially in the form attached hereto as ANNEX 3 (a "JOINDER AGREEMENT"), executed by Tag-Along Offerees. No Person may Transfer shares in any transaction that is subject the Issuer, the Principal Shareholder and the Principal Shareholder Beneficial Owners, pursuant to this Section 6 unless the transferee agrees which such parties will agree to be bound by and complies with the terms provisions of this ARTICLE VII. As a condition to the validity of any sale, disposition or other transfer of any Common Stock by any of the Persons who have executed and delivered a Joinder Agreement pursuant to this SECTION 7.01 to any other Person, the transferee thereof shall execute and deliver to the Issuer and each Holder a Joinder Agreement. Bechtel Warrant Agreement (d) References in this SECTION 7.01 to Initial Holder shall include Initial Holder's Affiliates to the extent that such Affiliates then hold Warrants or Warrant Stock.