Common use of Tag-Along Right Clause in Contracts

Tag-Along Right. In the event that the rights of first offer set forth in Section 4.1 are not exercised, each of the other Stockholders (the "TAG-ALONG STOCKHOLDERS") shall have the right (the "TAG-ALONG RIGHT") to include up to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEI.

Tag-Along Right. In the event The Company shall ensure that the rights if at any time either Xxxxxx Xxxxxx or Xxxx Xxxxx (each a “Founder”) enters into an agreement to sell all or any portion of first offer set forth in Section 4.1 are not exercisedsuch Founder’s Common Stock to any person or entity other than a transfer made without consideration for bona fide estate planning purposes, each of the other Stockholders (the "TAG-ALONG STOCKHOLDERS") Methodist shall have the right (the "TAG-ALONG RIGHT") to include up transfer to the following proposed transferee a number of its the Shares in equal to (a) the Proposed Sale: the total number of Shares shares of Common Stock proposed to be sold transferred by such Founder multiplied by (b) the Selling Stockholder in percentage of issued and outstanding Common Stock of the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares Company then owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be Methodist, at the same price per Share share and upon on the same terms and conditions as such Proposed Saleare applicable to the proposed transfer by the Founder (the “Tag-Along Right”). The Selling Stockholder shallPrior to any sale of a Founder’s Common Stock subject to these provisions, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder the Founder shall notify Methodist and the Company in writing (the “Seller’s Notice”) of each such Proposed Sale. Such the proposed sale, which notice shall set forth: (Ai) the name of the Selling Stockholder and the number of Shares shares of Common Stock proposed to be soldtransferred by such Founder, (Bii) the name and address of the proposed purchasertransferee, and (Ciii) the proposed per share purchase price (which must be payable in cash) consideration and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the transferee. Methodist may exercise its Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of delivering a written notice (the “Tag‐Along Notice”) to the Selling Stockholder Founder within fifteen (the "TAG-ALONG NOTICE"15) within 15 business days following its receipt of the notice specified in date the last sentence of Founder delivered or caused to be delivered the preceding paragraphSeller’s Notice. The Tag-Along Tag‐Along Notice shall state the number of Shares shares of Common Stock that such Stockholder Methodist proposes to include in such transfer to the proposed purchaser determined sale. If Methodist delivers a Tag‐Along Notice, Methodist shall be obligated to sell the number of shares of Common Stock specified in the Tag‐Along Notice upon the same terms and conditions as aforesaidthose under which the Founder is selling its shares of Common Stock, conditioned upon and contemporaneously with, the Founder’s sale of its shares of Common Stock in the proposed transfer. If any proposed sale by a Founder is not consummated within forty-five (45) days after receipt of the Seller’s Notice by Methodist, the Founder proposing the sale may not sell any Company securities unless he first complies in full with each provision of this Section 8. The Company agrees exercise or election not to effect exercise any transfer right by Methodist hereunder shall not adversely affect its right to participate in any other sales of Shares by any Stockholder until it has received evidence reasonably satisfactory Company securities subject to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIthis Section 8.

Tag-Along Right. In At any time on or after the event that date hereof, if one or more holders of Common Stock ("SELLING STOCKHOLDERS") propose to Transfer (in a sale consummated in a single Transfer or a series of related Transfers to a single purchaser or a group of purchasers as part of a single transaction) shares of Common Stock representing 51% or more of the rights outstanding shares of first offer set forth in Section 4.1 are not exercisedCommon Stock, then each of the other Stockholders (the "TAG-ALONG STOCKHOLDERS") Holders shall have the right (the "TAG-ALONG RIGHT") to include up require the proposed purchaser to purchase from such Holder the following number same proportion of its Shares in such Holder's shares of Common Stock as the Proposed Sale: proportion of the Selling Stockholder's shares of Common Stock proposed to be Transferred bears to the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator shares of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunderCommon Stock. Any Shares shares of Common Stock purchased from such Stockholders a Holder pursuant to this Section 4.2 __ shall be paid for at the same price per Share and upon the same terms and conditions as such Proposed Saleproposed Transfer by the Selling Stockholder(s) (the "TRANSFER TERMS"). The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder Company shall promptly notify in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of Holders in the event Selling Stockholder and the number of Shares proposed Stockholders propose to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of make a Transfer giving rise to the Tag-Along Right provided for in this Section 4.2 Right, and has agreed to purchase Shares in accordance shall furnish the Holders with the terms hereofTransfer Terms and a copy of any written offer or agreement pertaining thereto. The Tag-Along Right may be exercised by any Stockholder Holder by delivery of a written notice to the Selling Stockholder Company (the "TAG-ALONG NOTICE") within 15 business fifteen (15) days following its receipt of such notice from the notice specified in the last sentence of the preceding paragraphCompany. The Tag-Along Notice shall state the number of Shares shares of Common Stock that such Stockholder Tag-Along Member proposes to include in such transfer Transfer to the proposed purchaser. In the event that the proposed purchaser does not purchase the specified amount of shares of Common Stock from the Tag-Along Members on the Transfer Terms, then the Company shall not permit the Selling Stockholders to sell any shares of Common Stock to the proposed purchaser determined as aforesaidin the proposed transfer. The Company agrees provisions of this Section 2(e) shall not apply to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIExempt Transfers.

Tag-Along Right. In Prior to the event that the rights effective date of first offer an Initial Public Offering (or such longer period as set forth in Section 4.1 the second following paragraph), if any Transferring Securityholder wishes to Transfer any Shares or Warrants, either in one transaction or a series of related transactions, and any portion of the Transfer Shares are not exercisedpurchased by the Series C and D Holders or the RSI Beneficial Holders, each as the case may be, the Company or the Securityholder Offerees under Section 4.3 (other than any Transfer pursuant to Section 4.2, 4.7 or 4.8, or through a redemption or put of Preferred Stock or a sale in a registered offering or pursuant to Rule 144 under the Securities Act, or through the right of any Remaining Securityholder (as defined below) to sell Shares provided by this Section 4.5), then as a condition to such Transfer, the Transferring Securityholder shall permit (or cause to be permitted) all other Securityholders who did not seek to purchase the Transfer Shares pursuant to Section 4.3 (other than Securityholders who elected to purchase Transfer Shares and failed to close on the purchase thereof) or were unable to purchase the Transfer Shares as a result of the other Stockholders failure of the All or Nothing Condition to be satisfied (the "TAG-ALONG STOCKHOLDERS") shall have the right (the "TAG-ALONG RIGHTRemaining Securityholders") to include sell, either to the prospective purchaser of the Transferring Securityholder's Shares or Warrants or to another financially reputable purchaser reasonably acceptable to such Remaining Securityholders, up to the following same proportion of the Shares, Warrants and Options (if then vested) then owned by such Remaining Securityholder as the proportion that the number of its Shares and Warrants the Transferring Securityholder proposes to Transfer pursuant to this Section 4.5 in the Proposed Sale: contemplated sale on the date of the Tag-Along Notice (as defined below) bears to the total number of Shares proposed to be sold and Warrants held by the Selling Stockholder Transferring Securityholder on such date prior to any Shares or Warrants sold pursuant to Section 4.3, on equivalent terms and at an equivalent price and for the same type of consideration to that offered by the third-party offeror, taking into account any difference in the Proposed Sale MULTIPLIED BY a fraction type of securities (i.e., the numerator of which is Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Common Stock) held (or acquirable) by the number Transferring Securityholder and the Remaining Securityholders who desire to sell Shares, Warrants or Options. All numbers of Shares owned by such and Warrants and Options (only to the extent then vested) under this Section 4.5 shall be determined on a fully converted and fully exercised basis. The Transferring Securityholder shall give written notice (the "Tag-Along Stockholder and Notice") to the denominator Remaining Securityholders of which is each proposed Transfer giving rise to the aggregate number of Shares owned by such Selling Stockholder and by all rights referred to in this Section 4.5 (the "Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Rights") immediately following the end of the 15 Business Day period provided in Section 4.2 shall be 4.3(d) and at the same price per Share and upon the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 least 20 days prior to each Proposed Salethe proposed consummation of such Transfer, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) setting forth the name of the Selling Stockholder and prospective purchaser, the maximum number of Shares and Warrants proposed to be soldTransferred, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) amount and form of consideration and the other terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraphtransaction. The Tag-Along Notice shall state also provide that each of the number Remaining Securityholders may elect to exercise such rights within 15 days following the giving of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along RightNotice, if applicable by delivery, on or before the expiration of such time period, of a written notice to the Transferring Securityholder indicating such transferSecurityholder's desire to exercise its rights under this Section 4.5 and specifying the number of Shares, has been complied withWarrants or Options he, she or it desires to sell. No present or future Tag-Along Rights of a Securityholder shall be adversely affected by its failure to exercise such rights in the past. Notwithstanding anything to the foregoingcontrary contained herein, (i) a holder of Options shall only GEI is be entitled to exercise Tag-Along Rights with respect to such Options if the first 335,000 Tag-Along Notice relates to the sale or other disposition of a majority of the outstanding shares of voting capital stock of the Company (based on the Fully Diluted Capitalization excluding Option Shares transferred and Warrant Shares) to a Person that is not a parent or Subsidiary of the Company. Notwithstanding anything to the contrary contained herein, the provisions of this Section 4.5 shall apply to any Transfer following an Initial Public Offering if, at the time of any such Transfer, the provisions of Rule 144 promulgated under the Securities Act are not generally applicable to sales of the Company's securities due to the failure of the condition set forth in Rule 144(c) to be satisfied. The Company shall use all reasonable efforts to inform the Securityholders if such condition has not been satisfied at any time following an Initial Public Offering; provided however, the Company shall have no liability to any Securityholder arising out of the failure of any Transferring Securityholder to comply with the provisions contained in this Section 4.5. The Transferring Securityholder's sale of Shares or Warrants in any sale proposed in a Tag-Along Notice shall be effected on substantially the terms and conditions set forth in such Tag-Along Notice (except in the case of non-monetary consideration which is unique to the third party as to which there shall be paid the reasonable equivalent thereof). The number of Shares or Warrants to be sold by the DLJ Investors and (ii) only Transferring Securityholder shall be reduced by the DLJ Investors are entitled aggregate number of Shares, Warrants or Options to exercise be sold by each of the Remaining Securityholders who have exercised Tag-Along Rights in connection with such Transfer. In no event shall any Securityholder transferring Shares, Warrants or Options pursuant to this Section 4.5 receive any special consideration (including, without limitation, financial advisory, finders, consulting or other similar fees) in connection with any sale of Shares, Warrants or Options pursuant to this Section 4.5, unless such consideration is shared among the Transferring Securityholder and the other Remaining Securityholders pro rata based on their respective Shares, Warrants or Options sold (on a fully exercised and converted basis); provided, however, this sentence shall not apply with respect to an arms-length negotiated engagement of The Shattan Group LLC or any of its Affiliates (any such Persons are hereinafter referred to as "Shattan") to act as the first 150,000 Shares transferred by GEICompany's financial advisor with respect to such sale of Shares, Warrants or Options. Furthermore, no Remaining Securityholder shall be required to provide any representations or warranties in connection with the sale of Shares, Warrants or Options pursuant to this Section 4.5, except representations as to the authority to transfer, and title to, such Shares, Warrants or Options and the absence of any Encumbrances on the title of such Shares, Warrants or Options.

Tag-Along Right. In Beginning upon the event that date the rights Company executes this Subscription Agreement and ceasing immediately prior to the IPO, if Xxxxxx F.X. Sillerman and/or his affiliates (the “Selling Stockholder”) propose to sell or transfer, whether directly or indirectly (a “Transfer”), any shares of first offer Common Stock to an unaffiliated third party (the “Proposed Transferee”), Purchaser shall be permitted to participate in such Transfer (a “Tag-along Sale”) on the terms and conditions set forth in this Section 4.1 are not exercised, each 8. Xxxxxx F.X. Sillerman shall acknowledge his agreement to comply with this Section 8 by executing the signature page hereof. The Selling Stockholder shall deliver to Purchaser a written notice of the other Stockholders proposed Transfer (the "TAG“Tag Notice”) no more than five business days after the execution and delivery by all the parties thereto of the definitive agreement entered into with respect to the Tag-ALONG STOCKHOLDERS") along Sale and, in any event, no later than ten business days prior to the closing date of the Tag-along Sale. Purchaser shall be permitted to exercise its right to participate in the Tag-along Sale by delivering to the Selling Stockholder a written notice stating its election to do so and specifying the number of shares of Common Stock to be sold by it no later than five business days after receipt of the Tag Notice. Purchaser shall have the right (to Transfer in a Transfer subject to this Section 8 the "TAG-ALONG RIGHT") to include up number of shares of Common Stock equal to the following product obtained by multiplying (x) the number of its Shares in the Proposed Sale: the total number shares of Shares proposed to be sold Common Stock held by the Selling Stockholder in the Proposed Sale MULTIPLIED BY Purchaser by (y) a fraction (A) the numerator of which is equal to the number of Shares owned by such Tag-Along shares of Common Stock the Selling Stockholder proposes to Transfer to the Proposed Transferee and the (B) denominator of which is equal to the aggregate number of Shares shares of Common Stock then owned by such Selling Stockholder. If the Selling Stockholder and is unable to cause the proposed transferee in the Tag-along Sale to purchase all of the shares of Common Stock proposed to be Transferred by Purchaser, then the number of shares of Common Stock that each such participating holder is entitled to Transfer shall be scaled back pro rata based on the number of shares of Common Stock held by such participating holder relative to the number of shares of Common Stock held by all participating holders in the Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon the same terms and conditions as such Proposed along Sale. The Selling Stockholder shall, not less than 30 shall have a period of 180 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) after the name expiration of the Selling Stockholder and five business day period following the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice Tag Notice to Transfer all of the shares of Common Stock agreed to be Transferred to the transferee, on the same terms specified in the last sentence of the preceding paragraphTag Notice. The In connection with any Tag-Along Notice along Sale in which Purchaser participates, Purchaser shall state the number of Shares that such Stockholder proposes only be required to include make or provide representations, warranties, covenants, indemnities and agreements customary for a minority stockholder selling in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the a Tag-Along Right, if applicable along Sale similar to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIthat described herein.

Tag-Along Right. In the event of a proposed sale or series of related sales (other than pursuant to an effective registration statement under the Act permitted by the Registration Rights Agreement) by Packaging Investors or its Affiliates of Common Stock that represents in the rights aggregate more than 33.0% of first offer set forth in Section 4.1 are not exercisedthe Shares owned by Packaging Investors on the date hereof (a "Tag-Along Sale") to a Third-Party Purchaser, each of the other Stockholders (the "TAG-ALONG STOCKHOLDERS") DCBS and CB shall have the right (but not the obligation) (such right, the "TAGTag-ALONG RIGHTAlong Right") to include up require, as a condition to such sale or sales, Packaging Investors to cause the following number of its Shares in Third-Party Purchaser to simultaneously purchase the Proposed Sale: the total number same percentage of Shares proposed to be sold then held by the Selling such Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is as the number of Shares owned being sold in such sale or sales by such Tag-Along Stockholder and the denominator of which is Packaging Investors represents to the aggregate number of Shares owned then held by such Selling Stockholder and by all Packaging Investors (the "Tag-Along Stockholders exercising their Interest") for a per-share amount equal to the per-share amount being paid by the Third-Party Purchaser to Packaging Investors (the "Tag-Along Rights hereunderPrice"). Any Prior to completing a Tag-Along Sale, Packaging Investors shall promptly give written notice to DCBS and CB (the "Tag-Along Notice") setting forth the information required in a Transfer Notice. Each of DCBS and CB may exercise its Tag-Along Right by delivering written notice of its election to sell its Shares purchased from to Packaging Investors within ten (10) days after receipt of the Tag-Along Notice. Delivery of such Stockholders pursuant notice by DCBS or CB shall constitute the agreement of DCBS or CB, as the case may be, to this Section 4.2 shall be sell its Tag-Along Interest to the Third-Party Purchaser at the same price per Share Tag-Along Price and upon otherwise on the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior apply to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with Sale (the terms hereof. The "Tag-Along Right may be exercised by any Stockholder by delivery Terms")and the agreement of a written notice Packaging Investors to cause the Selling Stockholder (the "TAGThird-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Party Purchaser to purchase DCBS's and CB's Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that Interest at the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding Price and upon the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEITerms.

Tag-Along Right. In 4.1 Tag-Along Rights on Transfers of Common Stock. (i) Subject to Section 4.3, in the event that the rights of first offer set forth in Section 4.1 are Company, the Other Common Stockholders and the Preferred Stockholders do not exercised, each exercise their options to purchase all of the other Stockholders Selling Common Stockholder's Offered Shares, such Selling Common Stockholder shall offer each Other Common Stockholder and each Preferred Stockholder (collectively for the purposes of this paragraph 4.1, the "TAGRemaining Stockholders"), the opportunity to require that the Transfer by the Selling Common Stockholder be conditioned upon the Third Party purchasing from such Remaining Stockholders and from the Selling Common Stockholder a pro rata portion of each such Stockholder's Shares, based upon the number of Common Stock Equivalents owned by the Selling Common Stockholder and all Remaining Stockholders exercising rights pursuant to this paragraph 4.1 (a "Tag-ALONG STOCKHOLDERSAlong Sale"). The Remaining Stockholders may exercise this right by delivering to the Company and the Selling Common Stockholder a Tag-Along Notice in accordance with paragraph 4.1(ii) shall have the right (below. The Remaining Stockholders delivering such a notice are hereinafter referred to as the "TAGTag-ALONG RIGHT"Along Stockholders." In connection with a Tag-Along Sale, (i) the only representations, warranties and covenants which any Tag-Along Stockholder shall be required to include up make in connection with any Transfer are representations and warranties with respect to its own ownership of the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims, its due organization (if applicable), its due authorization, execution and delivery of definitive purchase agreements (if applicable), enforceability of such purchase agreement against it and no conflict of it with such purchase agreement, and (ii) the Selling liability of the Tag-Along Stockholder with respect to any representation and warranty made in the Proposed Sale MULTIPLIED BY a fraction the numerator of which connection with any Transfer is the number several liability of Shares owned by such Tag-Along Stockholder (and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance joint with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIother person).

Tag-Along Right. In If the event that Dragging Shareholders do not deliver the rights of first offer set forth in Section 4.1 are not exercisedDrag Notice to any Tag Holders within ten (10) calendar days after entering into the Sale Agreement, each of the other Stockholders (the "TAG-ALONG STOCKHOLDERS") such Tag Holder shall have the right (the "TAG“Tag-ALONG RIGHT"Along Right”) but not the obligation to include require the Tag Transferee in a Drag Sale to purchase from such Tag Holder and its Affiliates, for the same consideration that would be payable to such Tag Holder had it been a Dragged Shareholder, up to all of the following Equity Securities of the Company held by such Tag Holder and its Affiliates. The Tag-Along Right shall be exercisable by the Tag Holder by delivering a written notice of exercise of the Tag-Along Right to the Dragging Shareholders within ten (10) calendar days after the delivery of the Tag Notice specifying the number of its Shares in Equity Securities of the Proposed Sale: Company (the total “Tag Securities”) with respect to which it has elected to exercise the Tag-Along Right. The terms and conditions applicable to the Transfer by the Tag Holder pursuant to this Section 6.3 shall be the same as those applicable to a Dragged Shareholder pursuant to Section 6.2. If any Tag Holder has properly elected to exercise the Tag-Along Right, the number of Shares Equity Securities (calculated on as-converted basis) proposed to be sold Transferred by each Dragging Shareholder shall be reduced by a number equal to (i) the Selling Stockholder in the Proposed Sale MULTIPLIED BY number of Tag Securities (on an as-converted basis) multiplied by (ii) a fraction fraction, the numerator of which is the total number of Shares owned Equity Securities (on an as-converted basis) proposed to be Transferred by such Tag-Along Stockholder Dragging Shareholder and the denominator of which is the aggregate total number of Shares owned by such Selling Stockholder and by all TagEquity Securities (on an as-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (Aconverted basis) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address transferred by all of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser Dragging Shareholders. If any Tag Holder has been informed of properly elected to exercise the Tag-Along Right provided for in this Section 4.2 and has agreed the Tag Transferee fails to purchase Shares in accordance with the terms hereof. The TagEquity Securities from such Tag Holder, the Dragging Shareholder(s) shall not consummate the Drag-Along Right may Sale, and if purported to be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tagmade, such Drag-Along Notice Sale shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIbe void.

Tag-Along Right. In Other than in connection with the exercise of the Drag-Along Right, in the event that the rights Principal Stockholder shall receive a bona fide offer by a third party to purchase shares of first Common Stock (a "Purchase Offer") from it, the Principal Stockholder shall either decline such Purchase Offer or, if the Principal Stockholder determines to accept such Purchase Offer, then, prior to accepting any Purchase Offer, arrange for the proposed purchaser to make, in addition to the Purchase Offer, a bona fide offer set forth in Section 4.1 are not exercisedto purchase, each upon the same terms and conditions as the Purchase Offer, from the Employee a proportional number of the other Stockholders Employee's shares of Common Stock and then exercisable options (the "TAG-ALONG STOCKHOLDERSOption Share Purchase Offer"). In the event an Option Share Purchase Offer is made, the Principal Stockholder shall give the Employee written notice thereof (the "Notice") specifying (i) the number of shares of Common Stock that the Employee may sell, and (ii) the terms (including the price and the proposed date of consummation thereof), of such Option Share Purchase Offer. Upon receipt of the Notice, the Employee shall have the right (the "TAGTag-ALONG RIGHTAlong Right") to include up to the following sell that number of its Shares in shares of Common Stock equal to (A) the Proposed Sale: product of (a) the total number of Shares shares of Common Stock proposed to be sold by the Selling Stockholder purchased in the Proposed Sale MULTIPLIED BY Purchase Offer, the Option Share Purchase Offer and similar offers being made to other stockholders of the Company concurrently with the Purchase Offer, and (b) a fraction fraction, the numerator of which is shall be the number of Shares owned by such shares of Tag-Along Stockholder Common Stock (as defined below) owned by the Employee and the denominator of which is shall be the aggregate number of Shares shares of Common Stock owned by such Selling the Principal Stockholder and by all plus the number of shares of Tag-Along Stockholders exercising their Common Stock owned by all stockholders electing to participate in such sale. For purposes of the foregoing, "Tag-Along Common Stock" shall mean all shares of Common Stock and Roll-over Options that are not subject to Repurchase Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon the same terms all options that are exercisable and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tagin-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereofthe-money. The Tag-Along Right may be exercised by any Stockholder the Employee by delivery delivery, not later than 5 days after receipt of the Notice, of a written notice to the Selling Stockholder (the "TAGTag-ALONG NOTICEAlong Notice") within 15 business days following its receipt to the Company, which shall state the maximum number of shares of Common Stock and options that the notice Employee wishes to include in such sale to the purchaser. The Employee shall participate in any purchase specified in the last sentence of Notice on the preceding paragraph. The terms set forth therein (or on terms no less favorable to the Employee) and as provided in the Tag-Along Notice during the 90-day period following the date of the Notice. Any purchases following such 90-day period shall state the number of Shares that such Stockholder proposes require a new Notice. All Transfers made pursuant to include in such transfer this Section 2.4 shall be subject to the proposed purchaser determined as aforesaidprovisions of Section 3 (Transferees Subject to Agreement), if so requested by Jupiter. The Company agrees not to effect any transfer provisions of Shares this Section 2.4 shall terminate if the Principal Stockholder and its Affiliate Transferees own less than 20% of the shares of Common Stock held by any Stockholder until it has received evidence reasonably satisfactory to it that Jupiter on the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIEffective Date.

Tag-Along Right. 4.1 Tag-Along Rights on Transfers of Common Stock. (i) In the event that the rights of first offer set forth in Section 4.1 are Company, the Other Common Stockholders and the Preferred Stockholders do not exercised, each exercise their options to purchase all of the other Stockholders Selling Common Stockholder's Offered Shares, such Selling Common Stockholder shall offer each Other Common Stockholder and each Preferred Stockholder (collectively, the "TAGRemaining Stockholders"), the opportunity to require that the Transfer by the Selling Common Stockholder be conditioned upon the Third Party purchasing from such Remaining Stockholder and from the Selling Common Stockholder a pro rata portion of each such Stockholder's Shares, based upon the number of Common Stock Equivalents owned by the Selling Common Stockholder and all Remaining Stockholders exercising rights pursuant to this paragraph 4.1 (a "Tag-ALONG STOCKHOLDERSAlong Sale"). The Remaining Stockholders may exercise this right by delivering to the Company and the Selling Common Stockholder a Tag-Along Notice in accordance with paragraph 4.1(ii) shall have the right (below. The Remaining Stockholders delivering such a notice are hereinafter referred to as the "TAGTag-ALONG RIGHT"Along Stockholders." In connection with a Tag-Along Sale, (i) the only representations, warranties and covenants which any Tag-Along Stockholder shall be required to include up make in connection with any Transfer are representations and warranties with respect to its own ownership of the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims, its due organization (if applicable), its due authorization, execution and delivery of definitive purchase agreements (if applicable), enforceability of such purchase agreement against it and no conflict of it with such purchase agreement, and (ii) the Selling liability of the Tag-Along Stockholder with respect to any representation and warranty made in the Proposed Sale MULTIPLIED BY a fraction the numerator of which connection with any Transfer is the number several liability of Shares owned by such Tag-Along Stockholder (and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance joint with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIother person).

Tag-Along Right. In If the event that Company and the rights of first offer set forth Non-Selling Investors have in Section 4.1 are the aggregate not exercised, each elected to purchase all of the Offered Shares pursuant to Section 3, the Company shall give the Non-Selling Investors and the Management Stockholders, a notice within two (2) Business Days of the expiry of the Investor Election Period or the Second Investor Election Period, as the case may be, that all of the Offered Shares were not elected to be purchased and informing such Non-Selling Investor of their opportunity to participate in a tag-along sale pursuant to this Section 5 and informing the Management Stockholders of their opportunity to participate in the tag-along sale pursuant to the Management Stockholders Agreement. The other Investors and the Management Stockholders shall have the right, exercisable upon written notice to the Tag-Along Seller within seven (7) Business Days after the expiration of the Investor Election Period or the Second Investor Election Period, as the case may be (the "TAG-ALONG STOCKHOLDERSELECTION PERIOD") shall have ), to participate in the right proposed Transfer by the Tag-Along Seller to any Person (the "TAG-ALONG RIGHTTRANSFEREE") on the terms and conditions set forth in such Transfer Notice (such participation rights being hereinafter referred to include up as "TAG-ALONG RIGHTS"). Any other Investor and any Management Stockholder that has not notified the Tag-Along Seller of its intent to exercise Tag-Along Rights within the Tag-Along Election Period shall be deemed to have elected not to exercise such Tag-Along Rights with respect to the following sale contemplated by such Transfer Notice. Each other Investor and Management Stockholder may participate with respect to the Shares owned by such Investor or with respect to the number of its whole Restricted Shares (as defined in the Proposed Sale: Management Stockholders Agreement), including any (a) Restricted Shares issuable upon exercise of Vested Options (as defined in the total Management Stockholders Agreement) or (b) any Restricted Shares that will be issuable pursuant to options that vest as a result of the consummation of the Transfer to the Tag-Along Transferee (collectively, "MANAGEMENT SHARES"), as the case may be, in an amount equal to the product obtained by multiplying (i) in the case of an Investor, the aggregate number of Shares owned by such other Investor on the date of the sale and, in the case of a Management Stockholder, the aggregate number of Management Shares owned by such other Management Stockholder on the date of the Sale by (ii) a fraction, the numerator of which is equal to the number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder Seller and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all the Tag-Along Seller (the "ELIGIBLE SHARES"). If one or more other Investors and Management Stockholders exercising their elects not to include the maximum number of Eligible Shares in a proposed sale, the Tag-Along Rights hereunder. Any Seller shall give prompt notice to each other participating Investor (including the Tag-Along Seller) and participating Management Stockholders and such other participating Investor and participating Management Stockholders may sell in the proposed sale a number of additional Shares purchased from such Stockholders pursuant or Management Shares, as the case may be, owned by any of them equal to this Section 4.2 shall be at the same price per Share and their pro rata portion (based upon the same terms aggregate number of Shares owned by such Investor or the aggregate number of Management Shares owned by such Management Stockholder, as the case may be, relative to the aggregate number of Shares and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause Management Shares owned by all Investors and Management Stockholders) of the number of Shares and Management Shares eligible to be notified, each Stockholder included in writing of each such Proposed Salethe proposed sale. Such notice additional Shares and Management Shares which any such Investor(s) or Management Stockholder(s) proposes to sell shall set forth: (A) not be included in the name calculation of Eligible Shares of such Investor or Management Stockholder. To the Selling Stockholder extent that the total number of Shares and Management Shares proposed to be sold by the Tag-Along Seller and the number of Eligible Shares proposed to be sold, (B) the name and address sold by all of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) other Investors and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state Management Stockholders collectively exceeds the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of and Management Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along RightTransferee is willing to purchase, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise number of Shares and Management Shares that the Tag-Along Rights with respect Seller and each other Investor and Management Stockholder propose to sell will be reduced pro rata based upon the first 335,000 relative number of Shares transferred by and Management Shares that the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect Seller and each other Investor and Management Stockholder had proposed to the first 150,000 Shares transferred by GEIsell.

Tag-Along Right. In the event that an unrelated third party purchaser (the rights “Prospective Purchaser”) makes an offer (the “Divestiture Offer”) to Buyer to acquire all or any portion of first offer set forth Buyer’s right, title or interest in Section 4.1 are not exercised, each and to all or any portion of the other Stockholders Block A Purchased Acreage (the "TAG-ALONG STOCKHOLDERS"portion of the Block A Purchased Acreage subject to the Divestiture Offer being referred to herein as the “Divestiture Lands”) during or after the Restricted Period, Buyer shall immediately deliver to Seller a notice setting forth the terms and conditions of the Divestiture Offer, including a true and complete copy of any offer letters, proposals, agreements, schedules, exhibits or other materials relating thereto. Upon receipt of the notice of the Divestiture Offer from Buyer, Seller shall have ten (10) business days to elect, upon written notice to Buyer, to participate in the right Divestiture Offer and to sell to the Prospective Purchaser all or a portion of the Divestiture Lands then owned by Seller under the same terms and conditions (the "TAG-ALONG RIGHT") to include up to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such “Tag-Along Stockholder and Right”). In the denominator of which is event Seller elects to exercise the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 Right, the Prospective Purchaser shall be at required to purchase all of Seller’s interest in the same price per Share and upon Divestiture Lands under the same terms and conditions as such Proposed Sale. The Selling Stockholder shallit offered to purchase Buyer’s interest therein; provided, not less than 30 days prior to each Proposed Salehowever, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) that if the name of the Selling Stockholder and the number of Shares Prospective Purchaser proposed to be sold, purchase only an undivided portion of Buyer’s interest in the Divestiture Lands (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash“Undivided Divestiture Interest”) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed Prospective Purchaser is unwilling to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified greater undivided interest in the last sentence of Divestiture Lands, then the preceding paragraph. The Tag-Along Notice Prospective Purchaser shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, purchase (i) only GEI is entitled to exercise Tag-Along Rights with respect to from Buyer 66.7% of the first 335,000 Shares transferred by the DLJ Investors Undivided Divestiture Interest; and (ii) only from Seller, 33.3% of the DLJ Investors are entitled Undivided Divestiture Interest. Notwithstanding any other provision hereof, this Section 1.13 shall not apply to exercise Tag-Along Rights a transfer, exchange or disposition arising from any indirect transfer (x) by merger of Buyer with respect or into an affiliate of Buyer or sale or other transfer of all or substantially all of the issued and outstanding shares of Buyer to an affiliate of Buyer; or (y) by merger of Buyer with or into third party or sale or other transfer of all or substantially all of the first 150,000 Shares transferred by GEIissued and outstanding shares of Buyer to a third party, provided that the Block A Purchased Acreage does not, at the time of such transfer, comprise substantially all of the assets of Buyer. For purposes of the foregoing sentence the Block A Purchased Acreage shall be deemed to comprise substantially all of the assets of Buyer if the reasonably determined value thereof comprises 90% or more of the aggregate value of all of Buyer’s assets.

Tag-Along Right. In If either AGTPL or GEPL desire to Transfer the event that Sale Shares to a third party and is the rights Selling Shareholder according to Article 169 above, the Selling Shareholder shall provide PTC a pro-rata tag along right based on the ratio of first offer set (x) the number of Sale Shares being sold by the Selling Shareholder to (y) the Selling Shareholder’s total shareholding in the Company (“Tag Ratio”). The Tag Ratio multiplied by 100 (Hundred) shall be referred to as the “Tag Percentage”. The Selling Shareholder shall send a written notice (“Tag Along Notice”) to PTC, setting forth in Section 4.1 are not exercised, each detail the terms of the proposed sale, including the name(s) of the purchaser(s) to whom the proposed sale is to be made, price per Sale Share (“Offered Price”), number of shares proposed to be sold and other Stockholders material terms of the proposed sale, and date of the proposed sale which shall not be less than 30 (Thirty) Business Days from the "TAG-ALONG STOCKHOLDERS") date of receipt of Tag Along Notice by PTC. Upon receipt of the Tag Along Notice, PTC shall have the right (the "TAG-ALONG RIGHT") option to include up Transfer a number of shares equal to the following number product of its Shares in the Proposed Sale: (i) Tag Percentage and (ii) the total number of Shares proposed to be sold owned by the Selling Stockholder PTC in the Proposed Sale MULTIPLIED BY a fraction Company, to the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (Apurchaser(s) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and on the terms and conditions mentioned in the Tag Along Notice by serving upon the Selling Shareholder a written notice in that regard within 15 (Fifteen) Business Days of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed receipt of the Tag-Tag Along Right provided for Notice (“Tag Along Option”). PTC may, at its discretion, choose not to exercise the Tag Along Option, in this Section 4.2 and which case, the Selling Shareholder shall be free to sell all the Sale Shares to any party on terms no more favourable to the buyer than stated in the Tag Along Notice. If PTC exercises the Tag Along Option, the Selling Shareholder shall not Transfer the Sale Shares unless the shares with respect to which PTC has agreed to purchase Shares exercised the Tag Along Option are sold simultaneously, in each case in accordance with the terms hereofTag Along Notice. The Tag-If PTC does not exercise its Tag Along Right may be exercised by any Stockholder by delivery of Option and does not serve a written notice to the upon Selling Stockholder (the "TAG-ALONG NOTICE") Shareholder within 15 business days following its (Fifteen) Business Days of receipt of the notice specified Tag Along Notice, then the Selling Shareholder shall be entitled to Transfer the Sale Shares to the purchaser(s) mentioned in the last sentence of the preceding paragraph. The Tag-Tag Along Notice shall state at the number of Shares that such Stockholder proposes to include Offered Price and on the terms mentioned in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Tag Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEINotice.

Tag-Along Right. In the event that the rights (a) At least 20 days prior to any Transfer (other than an Exempt Transfer) by any Onex Investor of first offer set forth in Section 4.1 are not exercised, each 10% or more of the other Stockholders aggregate number of Shares owned by the Onex Investor as of the date of this Agreement in a single transaction or series of related transactions (the "TAG-ALONG STOCKHOLDERSINITIATING STOCKHOLDER") ), such Initiating Stockholder shall have the right deliver a written notice (the "TAG-ALONG RIGHTSALE NOTICE") to include up each Other Investor, specifying the identity of the prospective purchaser(s), the number of Shares to be transferred, the price per Share to be paid for such Shares, and, in reasonable detail, the other terms and conditions of the Transfer. Each of such Other Investor may elect to participate in the contemplated Transfer at the same price per share and on the same terms by delivering written notice to the following Initiating Stockholder within ten days after delivery of the Sale Notice (each such electing Other Investor is a "PARTICIPATING STOCKHOLDER"). Each Participating Stockholder will be entitled and obligated to sell in the contemplated Transfer, at the price per Share and on the same terms and conditions, a number of its Shares in equal to such Participating Stockholder's Tag-Along Percentage (as defined below) of the Proposed Sale: the total number of Shares proposed to be sold transferred by the Selling Initiating Stockholder and the number of Shares to be transferred by the Initiating Stockholder in such contemplated Transfer shall be reduced by the Proposed Sale MULTIPLIED BY number of Shares to be transferred by the Participating Stockholders (unless the Initiating Stockholder purchases such Shares directly from the Participating Stockholders pursuant to Section 5.1(b)), simultaneously with and conditioned upon the closing of the sale by the Initiating Stockholder. However, the contemplated Transfer may provide for payment in securities, or a fraction combination of cash and securities, to all Stockholders that are accredited investors within the numerator meaning of which Regulation D under the Securities Act and in cash to Stockholders that are not accredited investors or may provide Stockholders that are accredited investors with the option to receive Securities, or a combination of cash and securities, or cash while Stockholders that are not accredited investors receive cash. The Initiating Stockholder may abandon the contemplated Transfer at any time prior to its closing without any liability or obligation under this Section 5.1. A Participating Stockholder's "TAG-ALONG PERCENTAGE" is the quotient obtained by dividing (i) the number of Shares owned by such Tag-Along Participating Stockholder and at the denominator time of which is such Transfer, by (ii) the sum of the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along the Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon time of such Transfer (including the same terms and conditions as such Proposed Sale. The Selling Stockholder shallInitiating Stockholder) and, not less than 30 days prior to each Proposed Salewithout duplication, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tagall other holders having co-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights sale rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIsuch Transfer.

Tag-Along Right. In (a) Should the event that Non-Transferring Party not exercise its Right of First Refusal pursuant to Section 10.3 and the rights Transferring Party intends to Transfer the Subject Shares to the proposed transferee, then the Transferring Party shall, as a condition precedent to such Transfer, provide the Non-Transferring Party with the right to participate in such Transfer, by delivering written notice of first offer set forth in Section 4.1 are not exercised, each of the other Stockholders such proposed Transfer (the "TAG-ALONG STOCKHOLDERS") shall have the right (the "TAG-ALONG RIGHT") to include up to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such “Tag-Along Stockholder and Offer”) to the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Non-Transferring Party. The Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 Offer shall be at specify the same price per Share and upon the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of by which the proposed purchasertransferee is willing to purchase the Subject Shares. At any time, but in any event no later than thirty (C30) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed days after receipt of the Tag-Along Right provided for in this Section 4.2 and has agreed Offer (the “Acceptance Period”), the Non-Transferring Party shall have the right to purchase Shares in accordance with accept the terms hereof. The Tag-Along Right may be exercised Offer and Transfer a number of the Shares of the JVC held by any Stockholder by delivery of a written notice to the Selling Stockholder Non-Transferring Party (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The “Tag-Along Notice shall state Shares”). In that case, the total number of the Shares that such Stockholder proposes of the JVC to include in such transfer be Transferred to the proposed purchaser determined transferee shall be comprised of a number of Tag-Along Shares and Subject Shares that bear the same ratio to each other as aforesaiddid the Shares respectively held by the Transferring Party and the Non-Transferring Party as of the date of the Tag-Along Offer. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that If the Non-Transferring Party exercises its Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Subject Shares shall be decreased by the corresponding number of Tag-Along Rights with respect to the first 335,000 Shares transferred Shares. Save for any default by the DLJ Investors and (ii) only Non-Transferring Party, the DLJ Investors are Transferring Party shall not be entitled to exercise complete any Transfer to a proposed transferee unless, contemporaneously, the proposed transferee completes the acquisition of the Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIShares.

Tag-Along Right. In the event that the rights (a) If at any time Ashland or any of first offer set forth in Section 4.1 are not exercised, each its --------------- Permitted Transferees desires to sell or otherwise dispose of ("sell") 50% or more of the other Stockholders (the "TAG-ALONG STOCKHOLDERS") shall have the right (the "TAG-ALONG RIGHT") then outstanding shares of Common Stock held by Ashland or its Permitted Transferees, considered as a group, to include up to the following number an Industry Buyer, or 20% or more of its Shares in the Proposed Sale: the total number outstanding shares of Shares proposed Common Stock of Arch Mineral at such time to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be an Industry Buyer, then at the same price per Share and upon the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than least 30 days prior to each Proposed Saleselling such Common Stock to such Industry Buyer, notify, or cause Ashland shall deliver written notice (the "Tag- Along Notice") to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: Carboex specifying (Ai) the name identity of the Selling Stockholder and Industry Buyer, (ii) the number of Shares proposed shares of Common Stock owned by Ashland and its Permitted Transferees which they propose to be soldsell, (B) the name and address of the proposed purchaser, (Ciii) the proposed price per share purchase price to be paid to Ashland or its Permitted Transferees by the Industry Buyer, (which must iv) the form of consideration (e.g., cash or notes) to be payable in cashpaid by such Industry Buyer and (v) and the any other material terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder sale (the "TAG-ALONG NOTICEProposed Sale") within ). Within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes Notice, Carboex may, if it desires to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the exercise its Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, deliver a written notice (i) only GEI is entitled to exercise a "Tag-Along Rights with respect Instruction") to Ashland stating that Carboex desires to participate in the first 335,000 Shares transferred Proposed Sale and setting forth the number of shares of Common Stock then held by Carboex and its Permitted Transferees to be sold in the DLJ Investors and Proposed Sale (ii) only the DLJ Investors are entitled to it being expressly agreed that Carboex may not exercise its Tag-Along Rights with respect rights for less than all the Common Stock held by Carboex and its Permitted Transferees). A Tag-Along Instruction delivered pursuant to this Section 3(a) shall be deemed to be an irrevocable commitment by Carboex and its Permitted Transferees to sell pursuant to the first 150,000 Shares transferred Proposed Sale the number of shares of Common Stock held by GEICarboex and its Permitted Transferees set forth in the Tag-Along Instruction. Failure to provide a Tag-Along Instruction within the 15-day period specified in this Section 3(a) shall constitute a waiver of the right of Carboex and its Permitted Transferees to have any shares of Common Stock included in the Proposed Sale. Carboex's Tag-Along right provided in this Section 3(a) shall not apply to transfers by Ashland to its Permitted Transferees, to Public Offerings or to sales of Common Stock pursuant to the Registration Rights Agreement.

Tag-Along Right. In addition to the rights granted under Section 7 above, in the event that the rights of first offer set forth in Section 4.1 are not exercised, each of the Wallxx-Xxxxxx xxx other Stockholders (including Wallxx-Xxxxxx) Xxneficially Owning more than fifty percent (50%) of the Common Stock subject to this Agreement (each a "Selling Stockholder"), desire to transfer, sell, convey, exchange or otherwise dispose of ("Transfer") any Shares pursuant to a bona fide offer from a third party (the "TAGBuyer"), then such Selling Stockholders shall notify the Stockholders who are not Selling Stockholders ("Tag-ALONG STOCKHOLDERSAlong Stockholders") ), in writing, of such offer and its terms and conditions (the "Transfer Notice"). Upon receipt of such Transfer Notice, each Tag-Along Stockholder shall have the right (the "TAG-ALONG RIGHT") to include up sell to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon Buyer, on the same terms and conditions as such Proposed Sale. The the Selling Stockholder shallStockholders, not less than 30 days prior that number of Shares of the Company's capital stock subject to each Proposed Sale, notify, or cause this Agreement equal to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: the product attained by multiplying (Aa) the name number of Shares held by the Tag-Along Stockholder times (b) the quotient derived by dividing (i) the number of Shares which otherwise would have been sold by the Selling Stockholder Stockholders to the Buyer by (ii) the total number of Shares held by such Selling Stockholders and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered held by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for Stockholders who have elected to participate in such Transfer (assuming, in the case of sales of Common Stock of the Company, full conversion of all shares of preferred stock of the Company held by the Selling Stockholders and each Tag-Along Stockholder exercising its rights under this Section 4.2 and has agreed 10). If more than one Tag-Along Stockholder elects to purchase sell Shares pursuant to this Section 10, they may do so pro rata based on the number of Shares held by each of them or in accordance with the terms hereofsuch other proportions as they may agree. The Tag-Along Right may Stockholders' right to sell pursuant to this Section 10 can be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") Stockholders within 15 10 business days following its receipt delivery of the notice specified in the last sentence of the preceding paragraphTransfer Notice. The Any Tag-Along Notice Stockholder who fails to notify the Selling Stockholders within such 10 business days shall state the number of Shares that such Stockholder proposes be deemed to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIhave waived its rights under this Section 10.

Tag-Along Right. In the event of a proposed sale or series of related --------------- sales (other than pursuant to an effective registration statement under the Act permitted by the Registration Rights Agreement) by Packaging Investors or its Affiliates of Common Stock that represents in the rights aggregate more than 33.0% of first offer set forth in Section 4.1 are not exercisedthe Shares owned by Packaging Investors on the date hereof (a "Tag-Along Sale") to a Third-Party Purchaser, each of the other Stockholders (the "TAG-ALONG STOCKHOLDERS") DCBS and CB shall have the right (but not the obligation) (such right, the "TAGTag-ALONG RIGHTAlong Right") to include up require, as a condition to such sale or sales, Packaging Investors to cause the following number of its Shares in Third-Party Purchaser to simultaneously purchase the Proposed Sale: the total number same percentage of Shares proposed to be sold then held by the Selling such Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is as the number of Shares owned being sold in such sale or sales by such Tag-Along Stockholder and the denominator of which is Packaging Investors represents to the aggregate number of Shares owned then held by such Selling Stockholder and by all Packaging Investors (the "Tag-Along Stockholders exercising their Interest") for a per-share amount equal to the per-share amount being paid by the Third-Party Purchaser to Packaging Investors (the "Tag-Along Rights hereunderPrice"). Any Prior to completing a Tag-Along Sale, Packaging Investors shall promptly give written notice to DCBS and CB (the "Tag-Along Notice") setting forth the information required in a Transfer Notice. Each of DCBS and CB may exercise its Tag-Along Right by delivering written notice of its election to sell its Shares purchased from to Packaging Investors within ten (10) days after receipt of the Tag-Along Notice. Delivery of such Stockholders pursuant notice by DCBS or CB shall constitute the agreement of DCBS or CB, as the case may be, to this Section 4.2 shall be sell its Tag-Along Interest to the Third-Party Purchaser at the same price per Share Tag-Along Price and upon otherwise on the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior apply to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with Sale (the terms hereof. The "Tag-Along Right may be exercised by any Stockholder by delivery Terms")and the agreement of a written notice Packaging Investors to cause the Selling Stockholder (the "TAGThird-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Party Purchaser to purchase DCBS's and CB's Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that Interest at the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding Price and upon the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEITerms.

Tag-Along Right. In (a) No Stockholder (as defined below) shall Transfer (as defined below) any Stock (as defined below), if, after giving effect to all prior Transfers from and after the event that the rights of first offer set forth in Section 4.1 are not exercised, each date hereof by such Stockholder such Transfers constitute more than ten percent (10%) of the other Stockholders Common Stock (the "TAG-ALONG STOCKHOLDERS"as defined below) shall have the right (the "TAG-ALONG RIGHT") to include up to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and all Stockholders on the denominator date hereof, in a single transaction or related series of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant transactions, to this Section 4.2 shall be at the same price per Share and upon the same terms and conditions any Purchaser (as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (Adefined below) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and unless the terms and conditions of payment offered by such proposed purchasersale, transfer or other disposition (the "Tag Along Sale") to such Purchaser shall contain an offer to each Potential Seller (as defined below) to include in such Tag Along Sale such number of shares of Common Stock as is determined in accordance with Section 5.1(b) below. At least 15 days prior to effecting any Tag Along Sale, such selling Stockholder (the "Selling Stockholder") shall promptly cause the terms and conditions of the Tag Along Sale to be reduced to a reasonably detailed writing (which writing shall identify the Purchaser and shall include the offer to Potential Sellers to purchase or otherwise acquire their Common Stock according to the terms and subject to the conditions of this Section 5), and shall deliver, or cause the Purchaser to deliver, written notice (Dthe "Notice") that of the terms of such Tag Along Sale to each Potential Seller. The Notice shall be accompanied by a true and correct copy of the agreement, if any, embodying the terms and conditions of the proposed purchaser has been informed Tag Along Sale or such written summary thereof if there is no agreement. At any time after receipt of the Tag-Along Right provided Notice (but in no event later than 10 business days after receipt), each Potential Seller may accept the offer included in the Notice for in this Section 4.2 and has agreed up to purchase Shares such number of its shares of Common Stock as determined in accordance with the terms hereof. The Tag-Along Right may be exercised provisions of Section 5.1(b) below, by any Stockholder by delivery of a furnishing irrevocable written notice of such acceptance to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer and to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIPurchaser.

Tag-Along Right. In (a) If any Stockholder (for the event that purposes of this Section 6, the rights “Section 6 Selling Stockholder”) proposes to Transfer any shares of first offer set forth in Covered Stock then held by such Section 4.1 6 Selling Stockholder (each, a “Section 6 Transaction”), to one or more Persons who are not exercisedAffiliates of such Section 6 Selling Stockholder, then, each of the Stockholder and each Non-U.S. Situs Pritzker Stockholder other Stockholders than such Section 6 Selling Stockholder (the "TAG-ALONG STOCKHOLDERS"each, an “Electing Stockholder”) shall have the right (to require the "TAG-ALONG RIGHT") proposed purchaser to include purchase up to the following same number of its Shares in the Proposed Sale: Electing Stockholder’s shares of Covered Stock representing such Electing Stockholder’s Section 6 Percentage Interest, on the total number same terms, conditions and equivalent type and amount of Shares proposed to be sold by consideration payable per share of Covered Stock as such Section 6 Selling Stockholders. The shares of Covered Stock being purchased from the Section 6 Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator Electing Stockholders will be reduced on a pro rata basis if the proposed purchaser will not purchase all the shares of which is Covered Stock being offered; provided, however, that if the aggregate number proposed purchaser will not purchase all the shares of Shares owned by such Covered Stock being offered, at the election of the Electing Stockholders, the Section 6 Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at entitled to purchase any shares of Covered Stock that the same price per Share and upon proposed purchaser has not agreed to purchase from the Electing Stockholders on the same terms and conditions and for the same consideration as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing shares of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of Covered Stock being purchased by the proposed purchaser, (C) . In the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) event that the proposed purchaser has been informed of the Tag-Along Right provided for in an Electing Stockholder exercises its rights pursuant to this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing6, (i) only GEI is entitled no Electing Stockholder will be obligated to exercise Tag-Along Rights pay more than its pro rata share of transaction expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with respect such Section 6 Transaction to the first 335,000 Shares transferred extent that such expenses are incurred for the benefit of all stockholders and are not otherwise paid by the DLJ Investors and Company or the proposed purchaser (expenses incurred by or on behalf of a stockholder for its sole benefit not being considered expenses incurred for the benefit of all stockholders), (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect any Electing Stockholder Transferring Covered Stock pursuant to the first 150,000 Shares transferred Section 6 Transaction shall make all representations or warranties in connection with such Transfer as made by GEIthe Section 6 Selling Stockholder, and (iii) subject to the preceding clause (ii), any indemnifications provided by the Electing Stockholders will be on a several and not a joint basis with the Section 6 Selling Stockholders participating in such transaction (other than to the extent secured by an escrow fund or other similar mechanism).

Tag-Along Right. In Except in the case of a proposed transfer by HF of all of its shares, which shares constitute in excess of 10% of the outstanding shares of Common Stock, in which case this Section 4.2 shall not be operative, in the event that the rights Right of first offer First Offer set forth in Section 4.1 are is not exercised, each of the other Stockholders not a Selling Stockholder (the "TAG-ALONG STOCKHOLDERS") shall have the right (the "TAG-ALONG RIGHT") to include up to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any shares of Tag-Along Stockholders so included will reduce the number of shares to be sold by the Selling Stockholder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon the same terms and conditions as such Proposed Sale. The Selling Stockholder shallPrior to making any Transfer pursuant to Section 4.1(b) hereof, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder shall give written notice to the Company and the number all other Stockholders of Shares proposed such Stockholders' right to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the exercise their Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with herewith (the terms hereof"Tag-Along Announcement"). The Tag-Along Announcement shall indicate, in a schedule attached thereto, the maximum number of shares of Common Stock that each such other Stockholder may sell pursuant to its exercise of its Tag-Along Right may be exercised by any pursuant to this Section 4.2. Any Stockholder by delivery of delivering a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business 10 days following its receipt of the notice specified in Tag-Along Announcement shall be entitled to exercise the last sentence of the preceding paragraphTag-Along Right. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer Transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEI.

Tag-Along Right. In the event that the rights (a) If GEIPPPII or any of first offer set forth in its Affiliates or, subject to Section 4.1 are not exercised3.01(b), each any of the Ardshiel Stockholders or Xxxxxxx, propose to sell, transfer or otherwise dispose of any Equity Securities to any Person or Persons (other Stockholders than to an Affiliate) (the "TAG-SELLING STOCKHOLDER"), the Selling Stockholder shall notify each other Stockholder (each a "TAG ALONG STOCKHOLDERSSTOCKHOLDER") shall have the right in writing (the "TAG-TAG ALONG NOTICE") of such proposed transfer and its terms and conditions. Within 15 days of receipt of a Tag Along Notice, each Tag Along Stockholder shall notify the Selling Stockholder if it elects to participate in such transfer ("TAG ALONG RIGHT") to include up to and shall state the following number of its Shares shares of Equity Securities (in the Proposed Sale: the total number case of Shares proposed to be sold a sale of Equity Securities by the Selling Stockholder) that the Tag Along Stockholder desires to sell. Upon electing to transfer, each Tag Along Stockholder shall be obligated to sell, at the same price and on the same terms as the Selling Stockholder, the number of shares stated in its notice to the Proposed Sale MULTIPLIED BY Selling Stockholder. Each Tag Along Stockholder may elect to sell such number of Equity Securities as is equal to the number of Equity Securities to be purchased by the Buyer multiplied by a fraction fraction, the numerator of which is shall be the number of Shares owned Equity Securities held by such Tag-Tag Along Stockholder and the denominator of which is shall be the aggregate number of Shares owned Equity Securities, held by all transferors; PROVIDED, HOWEVER, that the sale of the Equity Securities contained in the Tag Along Notice is consummated within 180 days of delivery of the notice by the Tag Along Stockholder evidencing such Stockholder's election to exercise its Tag Along Right. Each such Tag Along Stockholder shall agree to enter into a purchase agreement in form and substance approved by the Selling Stockholder to the extent such agreement shall contain customary representations as to ownership of the Equity Securities to be purchased and by all Tagthe absence of liens thereon. If the sale is not consummated within such 180-day period, then each Tag Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from Stockholder shall no longer be obligated but shall continue to have the right to sell such Stockholders Stockholder's Equity Securities pursuant to such Tag Along Right and shall have the rights under, and remain subject to, the provisions of this Section 4.2 shall be at 3.02 with respect to any subsequent proposed transfer described in this Section 3.02. In the same price per Share and upon event that the proposed transferee does not purchase the number of Equity Securities that the Tag Along Stockholder elects to sell pursuant to the foregoing on the same terms and conditions as such Proposed Sale. The the securities purchased from the Selling Stockholder shallStockholder, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of then the Selling Stockholder and shall not be permitted to sell any securities to the number of Shares proposed to be sold, (B) transferee. If no Tag Along Notice is received by the name and address end of the proposed purchaser15 days referred to above, (C) the Selling Stockholder shall have the right for a 180-day period thereafter to transfer the securities to the proposed per share purchase price (which must be payable in cash) and the transferee on terms and conditions of payment offered by such proposed purchaser, no more favorable to the Selling Stockholder than those stated in the Tag Along Notice and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery provisions of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIthis Section 3.02.

Tag-Along Right. In the event that the rights If GEIPPPII or any of first offer set forth in its Affiliates or, subject to Section 4.1 are not exercised3.01(b), each any of the Managing Stockholders propose to sell, transfer or otherwise dispose of any Equity Securities or Discount Debentures to any Person or Persons (other Stockholders than to an Affiliate) (the "TAG-SELLING STOCKHOLDER"), the Selling Stockholder shall notify each other Stockholder (each a "TAG ALONG STOCKHOLDERSSTOCKHOLDER") shall have the right in writing (the "TAG-TAG ALONG NOTICE") of such proposed transfer and its terms and conditions. Within 15 days of receipt of a Tag Along Notice, each Tag Along Stockholder shall notify the Selling Stockholder if it elects to participate in such transfer ("TAG ALONG RIGHT") to include up to and shall state the following number of its Shares shares of Equity Securities (in the Proposed Sale: the total number case of Shares proposed to be sold a sale of Equity Securities by the Selling Stockholder Stockholder) or the amount of Discount Debentures (in the Proposed Sale MULTIPLIED BY case of a fraction sale of Discount Debentures by the Selling Stockholder) that the Tag Along Stockholder desires to sell. Upon electing to transfer, each Tag Along Stockholder shall be obligated to sell, at the same price and on the same terms as the Selling Stockholder, the number of shares or the amount of Discount Debentures stated in its notice to the Selling Stockholder. Each Tag Along Stockholder may elect to sell such number of Equity Securities or amount of Discount Debentures as is equal to the number of Equity Securities or Discount Debentures, as the case may be, to be purchased by the Buyer multiplied by a fraction, the numerator of which is shall be the number of Shares owned Equity Securities or Discount Debentures, as the case may be, held by such Tag-Tag Along Stockholder and the denominator of which is shall be the aggregate number of Shares owned Equity Securities or Discount Debentures, as the case may be, held by all transferors; PROVIDED, HOWEVER, that the sale of the Equity Securities or Discount Debentures contained in the Tag Along Notice is consummated within 180 days of delivery of the notice by the Tag Along Stockholder evidencing such Stockholder's election to exercise its Tag Along Right. Each such Tag Along Stockholder shall agree to enter into a purchase agreement in form and substance approved by the Selling Stockholder to the extent such agreement shall contain customary representations as to ownership of the Equity Securities to be purchased and by all Tagthe absence of liens thereon. If the sale is not consummated within such 180-day period, then each Tag Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from Stockholder shall no longer be obligated but shall continue to have the right to sell such Stockholders Stockholder's Equity Securities or Discount Debentures, as the case may be, pursuant to such Tag Along Right and shall have the rights under, and remain subject to, the provisions of this Section 4.2 shall be at 3.02 with respect to any subsequent proposed transfer described in this Section 3.02. In the same price per Share and upon event that the proposed transferee does not purchase the number of Equity Securities or Discount Debentures, as the case may be, that the Tag Along Stockholder elects to sell pursuant to the foregoing on the same terms and conditions as such Proposed Sale. The the securities purchased from the Selling Stockholder shallStockholder, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of then the Selling Stockholder and shall not be permitted to sell any securities to the number of Shares proposed to be sold, (B) transferee. If no Tag Along Notice is received by the name and address end of the proposed purchaser15 days referred to above, (C) the Selling Stockholder shall have the right for a 180-day period thereafter to transfer the securities to the proposed per share purchase price (which must be payable in cash) and the transferee on terms and conditions of payment offered by such proposed purchaser, no more favorable to the Selling Stockholder than those stated in the Tag Along Notice and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery provisions of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIthis Section 3.02.

Tag-Along Right. In the event that the rights of first offer set forth in Each Non-Selling Shareholder who does not elect to purchase Offered Shares under Section 4.1 are not exercised, each of the other Stockholders 1.3 (the "TAG-ALONG STOCKHOLDERS"“Entitled Shareholder”) shall have the option, exercisable by written notice to the Selling Shareholder, within 10 business days after receipt of the Notice, to require the Selling Shareholder to provide as part of its proposed Transfer, that such Entitled Shareholder be given the right (the "TAG-ALONG RIGHT") to include participate and Transfer up to such Entitled Shareholder's Tag Along Ratio. For purposes of this Section 1.7, the following number Entitled Shareholder’s “Tag Along Ratio” shall be determined with respect to each class of its Shares in the Proposed Sale: stock proposed to be Transferred by multiplying the total number of Shares shares of such class proposed to be sold by the Selling Stockholder Transferred in the Proposed Sale MULTIPLIED BY proposed transaction by a fraction fraction, the numerator of which is the number of Shares shares of such class owned by such Tag-Along Stockholder Entitled Shareholder and the denominator of which is the aggregate total number of Shares owned issued and outstanding shares of such class held by the Selling Shareholder and all Entitled Shareholders who have elected to participate in such Selling Stockholder and Transfer. The Tag Along Ratio of Common Stock or Other Stock held by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant each Entitled Shareholder who elects to this Section 4.2 participate in the Transfer shall be at included in the same price per Share shares being Transferred to the proposed transferee or sold to the Company or other Shareholders under Sections 1.2 and upon the same terms and conditions as such Proposed Sale. The Selling Stockholder shall1.3, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to shares of Common Stock or Other Stock, as applicable, that may be sold, (B) Transferred in the name and address transaction by the Selling Shareholder shall be reduced by the number of shares of the proposed purchaser, (C) Entitled Shareholders so included.. The exercise of tag along rights by Entitled Shareholders shall not increase the proposed per share purchase price (which must be payable in cash) and the terms and conditions number of payment offered by such proposed purchaser, and (D) shares that the proposed purchaser has been informed transferee must acquire in the Transfer. For the avoidance of doubt, such Transfer shall be also subject to the right of first refusal under Sections 1.2 and 1.3, provided however that each of the Tag-Along Right provided for in Shareholders shall be required to elect, within a period of 10 business days after the Notice is given, to exercise only their rights under Section 1.3 or under this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights 1.7 with respect to a proposed Transfer. Any changes or amendments to this Section 1.7 shall require the first 335,000 Shares transferred by unanimous written approval of all of the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIShareholders.

Tag-Along Right. 5.3.1 In the event that any Shareholder (the rights “Selling Shareholder”), after having first complied with the provisions of first offer set forth Clause 5.2, desires to transfer any of its Shares to the Buyer or another Shareholder in Section 4.1 are not exercisedaccordance with Clause 5.2 (the Buyer or such purchasing Shareholder, the “Tag-Along Purchaser”), the Selling Shareholder shall give notice in writing (the “Tag-Along Notice”) to each of the other Stockholders Shareholders (collectively, the "TAG-ALONG STOCKHOLDERS") shall have the right (the "TAG-ALONG RIGHT") to include up to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such “Tag-Along Stockholder Shareholders” and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all each, a “Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from Shareholder”) of such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraphdesire. The Tag-Along Notice shall state specify the name of the Tag-Along Purchaser to whom the Selling Shareholder proposes to transfer such Shares, the number and class of Shares proposed to be transferred (the “Tag-Along Shares”), the price and other terms and conditions of such transfer and enclose an offer (the “Tag-Along Offer”) dated the date of the Tag-Along Notice made by the Tag-Along Purchaser to the Tag-Along Shareholders to purchase the Shares held by the Tag-Along Shareholders at such time, on the basis that the number of Tag-Along Shares which the Selling Shareholder shall sell, and the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along RightShareholders shall sell, if applicable shall be pro rata (based on their respective Shareholding Percentages) the number of Shares agreed to such transfer, has been complied with. Notwithstanding be purchased by the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect Purchaser, and on terms and conditions (including price) no less favourable to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect Shareholders than those available to the first 150,000 Shares transferred Selling Shareholder. Each Tag-Along Shareholder (if it so desires) may accept the Tag-Along Offer made to it by GEIserving on the Tag-Along Purchaser (with a copy to the Selling Shareholder) notice in writing of its acceptance within 14 days from the receipt of the Tag-Along Offer.

Tag-Along Right. If any Stockholder proposes to transfer shares of Equity Securities to any Person or Persons (the “Selling Stockholder”) (other than pursuant to an effective registration statement under the Securities Act or Rule 144 and other than a disposition to an Affiliate), the Selling Stockholder shall notify each other Stockholder (each a “Tag Along Stockholder”) in writing (the “Tag Along Notice”) of such proposed transfer and its terms and conditions. Within thirty (30) days of receipt of a Tag Along Notice, each Tag Along Stockholder shall notify the Selling Stockholder if it elects to participate in such transfer (“Tag Along Right”) and shall state the number of shares of Equity Securities that such Tag Along Stockholder desires to sell. Upon electing to transfer, each Tag Along Stockholder shall be obligated to sell, at the same price and on the same terms as the Selling Stockholder, the number of shares stated in its notice to the Selling Stockholder. Each Tag Along Stockholder may elect to sell such number of shares of Equity Securities as is equal to the aggregate number of shares of Equity Securities to be transferred in such transaction multiplied by a fraction, the numerator of which shall be the aggregate number of shares of Equity Securities held by such Tag Along Stockholder (calculated on a fully diluted basis) and the denominator of which shall be the aggregate number of shares of Equity Securities held by all transferors (calculated on a fully diluted basis). Each such Tag Along Stockholder shall agree to enter into a purchase agreement in form and substance approved by the Selling Stockholder to the extent such agreement shall contain customary representations and warranties. If the sale is not consummated within thirty (30) days following the delivery of the Tag Along Right, then each Tag Along Stockholder shall no longer be obligated to sell its shares of Equity Securities pursuant to such Tag Along Right but shall remain subject to the provisions of this Section 4.03 with respect to any subsequent proposed transfer described in this Section 4.03. In the event that the rights proposed transferee does not purchase all the shares of first offer set forth in Section 4.1 are not exercised, each of Equity Securities that the other Stockholders (the "TAG-ALONG STOCKHOLDERS") shall have the right (the "TAG-ALONG RIGHT") Tag Along Stockholder elects to include up sell pursuant to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon foregoing on the same terms and conditions as such Proposed Sale. The the securities purchased from the Selling Stockholder shallStockholder, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of then the Selling Stockholder and shall not be permitted to sell any securities to the number of Shares proposed to be sold, (B) transferee. If no Tag Along Right is delivered by the name and address end of the proposed purchaser30 days referred to above and provided that no Stockholder Notice is delivered in accordance with section 4.02 above, the Selling Stockholder shall have the right for a 30 (Cthirty) day period thereafter to transfer the securities to the proposed per share purchase price (which must be payable in cash) and transferee on the terms and conditions of payment offered by such proposed purchaser, stated in the Tag Along Notice and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery provisions of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIthis Section 4.03.

Tag-Along Right. In With respect to any proposed transfer, sale or other disposition (each, a "proposed transfer") of Common Stock by Jupiter to a person other than an Affiliate of Jupiter, which Affiliate assumes all of the event that obligations of Jupiter hereunder with respect to such shares of Common Stock (such other person being hereinafter referred to as the rights of first offer set forth in Section 4.1 are not exercised"proposed purchaser"), each of the other Stockholders (the "TAGTag-ALONG STOCKHOLDERS") Along Investor shall each have the right (the "TAGTag-ALONG RIGHTAlong Right") to include up require the proposed purchaser to purchase all or any portion of such Tag-Along Investor's Pro Rata Allocation (as defined below) of the following number shares Common Stock proposed to be transferred simultaneously with consummating the proposed transfer. A Tag-Along Investor's "Pro Rata Allocation" of its Shares in the Proposed Sale: the total number of Shares proposed to be sold transferred in any proposed transfer shall equal the total number of shares of Common Stock proposed to be transferred by the Selling Stockholder in the Proposed Sale MULTIPLIED BY Jupiter multiplied by a fraction the numerator of which is the total number of Shares owned held by such Tag-Along Stockholder Investor and the denominator of which is the aggregate total number of Shares owned shares of Common Stock held by such Selling Stockholder Jupiter and by all the Tag-Along Stockholders exercising their Tag-Along Rights hereunderInvestors. Any Shares purchased from such Stockholders Tag-Along Investors pursuant to this Section 4.2 1 shall be purchased at the same price per Share and upon the same terms and conditions as such Proposed Saleproposed transfer by Jupiter, it being agreed, however, that such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Shares being sold and authority to sell such Shares and indemnities related thereto ("Title Representations"). The Selling Stockholder Jupiter shall, not less than 30 20 nor more than 60 business days prior to each Proposed Saleproposed transfer, notify, or cause to be notified, each Stockholder Tag-Along Investor in writing of each such Proposed Saleproposed transfer. Such notice (the "Transfer Notice") shall set forth: (Ai) the name of the Selling Stockholder transferor and the number and description of Shares shares of Common Stock proposed to be soldtransferred, (Bii) the name and address of the proposed purchaser, (Ciii) the proposed per share purchase price (which must be payable in cash) amount and the form of consideration and terms and conditions of payment offered by such proposed purchaser, (iv) each Tag-Along Investor's Pro Rata Allocation of the shares of Common Stock proposed to be transferred and (Dv) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 1 and has agreed to purchase Shares shares of Common Stock in accordance with the terms hereof. Jupiter hereby agrees not to transfer any shares of Common Stock, directly or indirectly, in a manner that would be inconsistent with the essential intent of this Section 1. For purposes of this Section 1, any transfer of an equity interest of an entity that was formed for the purpose of acquiring shares of Common Stock shall be deemed to be a transfer of the shares of Common Stock owned by such entity. The Tag-Along Right may be exercised by any Stockholder Tag-Along Investor by delivery of a written notice to the Selling Stockholder Jupiter proposing to sell Shares (the "TAGTag-ALONG NOTICEAlong Notice") within 15 10 business days following its receipt of the notice specified in the last sentence of the preceding paragraphTransfer Notice. The Tag-Along Notice shall state the number of Shares (the "Tag-Along Shares") that such Stockholder Tag-Along Investor proposes to include in such transfer to the proposed purchaser, which number of Shares shall not exceed such Tag-Along Investor's Pro Rata Allocation of the shares of Common Stock proposed to be transferred. Delivery of the Tag-Along Notice by any Tag-Along Investor shall constitute an agreement by such Tag-Along Investor to sell, on the terms and conditions specified in the Transfer Notice, the Tag-Along Shares to the proposed purchaser determined as aforesaidspecified in the Transfer Notice. In the event that the proposed The Company agrees not to effect any transfer of Shares by Jupiter and to instruct the transfer agent for the Common Stock not to effect any Stockholder such transfer of Shares, until it has the Company and the transfer agent have received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEI.

Tag-Along Right. If WHO proposes to transfer shares of Stock or Equity Securities to any Person or Persons (other than to an Affiliate) in a transaction, WHO shall notify the Wolf Holders in writing (the "Tag Along Notice") of such proposed transfer and its terms and conditions. Within fifteen (15) days of receipt of a Tag Along Notice, each Wolf Holder shall notify WHO if it elects to participate in such transfer ("Tag Along Right") and shall state the number of shares of Stock that such Wolf Holder desires to sell. Upon electing to transfer, the Wolf Holders shall be obligated to sell, at the same price and on the same terms as WHO, the number of shares stated in its notice to WHO. The Wolf Holders may elect to sell such number of shares of Stock as is equal to the aggregate number of shares of Stock and number of Equity Securities to be transferred in such transaction multiplied by a fraction, the numerator of which shall be the aggregate number of shares of Stock held by the Wolf Holders (calculated on a fully diluted basis) and the denominator of which shall be the aggregate number of shares of Stock and number of Equity Securities held by all transferors (calculated on a fully diluted basis). The Wolf Holders shall agree to enter into a purchase agreement in form and substance approved by WHO to the extent such agreement shall contain customary representations as to ownership of the shares to be purchased and the absence of liens thereon. If the sale is not consummated within one hundred eighty (180) days following the delivery of the Tag Along Notice, then a Wolf Holder shall no longer be obligated to sell its shares of Stock pursuant to such Tag Along Right but shall remain subject to the provisions of this Section 3.02 with respect to any subsequent proposed transfer described in this Section 3.02. In the event that the rights proposed transferee does not purchase all the shares of first offer set forth in Section 4.1 are not exercised, each of the other Stockholders (the "TAG-ALONG STOCKHOLDERS") shall have the right (the "TAG-ALONG RIGHT") Stock that a Wolf Holder elects to include up sell pursuant to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon foregoing on the same terms and conditions as such Proposed Salethe securities purchased from WHO, then WHO shall not be permitted to sell any securities to the proposed transferee. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) If no Tag Along Notice is received by the name end of the Selling Stockholder and 15 days referred to above, WHO shall have the number of Shares proposed right for a 180 day period thereafter to be sold, (B) transfer the name and address of securities to the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the transferee on terms and conditions of payment offered by such proposed purchaser, no more favorable to WHO than those stated in the Tag Along Notice and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery provisions of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIthis Section 3.02.

Tag-Along Right. In If WHO proposes to transfer shares of Stock or Equity Securities to any Person or Persons (other than to an Affiliate), WHO shall notify the event that the rights of first offer set forth Purchasers in Section 4.1 are not exercised, each of the other Stockholders writing (the "TAG-ALONG STOCKHOLDERSTag Along Notice") of such proposed transfer and its terms and conditions. Within fifteen (15) days of receipt of a Tag Along Notice, each Purchaser shall have the right notify WHO if it elects to participate in such transfer (the "TAG-ALONG RIGHTTag Along Right") and shall state the number of shares of Stock or Equity Securities that the Purchaser desires to include up sell. Upon electing to transfer, each Purchaser shall be obligated to sell, at the same price and on the same terms as WHO, the number of shares stated in its notice to WHO. Each Purchaser may elect to sell such number of shares of Stock and number of Equity Securities as is equal to the following number of its Shares in the Proposed Sale: the total shares of Stock and number of Shares proposed Equity Securities to be sold transferred multiplied by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction fraction, the numerator of which is shall be the aggregate number of Shares owned shares of Stock and Equity Securities held by such Tag-Along Stockholder Purchaser (calculated on a fully diluted basis) and the denominator of which is shall be the aggregate number of Shares owned by such Selling Stockholder shares of Stock and number of Equity Securities held by all Tag-transferors (calculated on a fully diluted basis). Each such Purchaser shall agree to enter into a purchase agreement in form and substance approved by WHO to the extent such agreement shall contain customary representations as to ownership of the shares to be purchased and the absence of liens thereon. If the sale is not consummated within one hundred eighty (180) days following the delivery of the Tag Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from Notice, then each Purchaser shall no longer be obligated to sell such Stockholders Purchaser's shares of Stock and Equity Securities pursuant to such Tag Along Right but shall remain subject to the provisions of this Section 4.2 shall be at the same price per Share and upon the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights 3.02 with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEI.any subsequent proposed transfer described

Tag-Along Right. In (a) At least 30 days prior to any Transfer of Shares by any Onex Investor (the event that “Initiating Stockholder”), such Initiating Stockholder shall deliver a written notice (the rights of first offer set forth “Sale Notice”) to each other Stockholder (including any other Onex Investor), specifying in Section 4.1 are not exercised, each reasonable detail the identity of the prospective transferee(s), the number and type of Shares to be transferred, the price per Share to be paid for such Shares, and the other terms and conditions of the Transfer. Each of such other Stockholders (who own Shares of the "TAG-ALONG STOCKHOLDERS") shall have the right (the "TAG-ALONG RIGHT") to include up to the following number of its Shares type identified in the Proposed Sale: the total number of Shares proposed Sale Notice may elect to be sold by the Selling Stockholder participate in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be contemplated Transfer at the same price per Share and upon on the same terms and conditions as such Proposed Sale. The Selling by delivering written notice to the Initiating Stockholder shall, not less than 30 within 15 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing after delivery of the Sale Notice (each such Proposed Saleelecting Stockholder is a “Participating Stockholder”). Such notice shall set forth: (A) Each Participating Stockholder will be entitled to sell in the name contemplated Transfer, at the price per Share and on the same terms, a number and type of the Selling Stockholder and Shares up to or equal to such Participating Stockholder’s Tag-Along Percentage of the number of Shares proposed to be sold, (B) transferred by the name Initiating Stockholder and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares be transferred by the DLJ Investors and (ii) only Initiating Stockholder in such contemplated Transfer shall be reduced by the DLJ Investors are entitled number of Shares to exercise Tag-Along Rights with respect to the first 150,000 Shares be transferred by GEI.the Participating Stockholders (unless the Initiating Stockholder purchases such Shares directly from the Participating Stockholders pursuant to Section 5.1(b), simultaneously with and conditioned upon the closing of the sale by the Initiating Stockholder). However, the contemplated Transfer may provide for payment in securities, or a combination of cash and securities, to all Participating Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Participating Stockholders that are not accredited investors or may provide Participating Stockholders that are accredited investors with the option to receive securities, or a combination of cash and securities, or cash while Participating Stockholders that are not accredited investors receive cash. The Initiating Stockholder may abandon the contemplated Transfer at any time prior to its closing without any liability or obligation under this Section 5.1. A Participating Stockholder’s “

Tag-Along Right. In (a) No Stockholder (as defined below) shall Transfer (as defined below) any Stock (as defined below), if, after giving effect to all prior Transfers from and after the event that the rights of first offer set forth in Section 4.1 are not exercised, each date hereof by such Stockholder such Transfers constitute more than ten percent (10%) of the other Stockholders Common Stock (the "TAG-ALONG STOCKHOLDERS"as defined below) shall have the right (the "TAG-ALONG RIGHT") to include up to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and all Stockholders on the denominator date hereof, in a single transaction or related series of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant transactions, to this Section 4.2 shall be at the same price per Share and upon the same terms and conditions any Purchaser (as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (Adefined below) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and unless the terms and conditions of payment offered by such proposed purchasersale, transfer or other disposition (the "Tag Along Sale") to such Purchaser shall contain an offer to each Potential Seller (as defined below) to include in such Tag Along Sale such number of shares of Common Stock as is determined in accordance with Section 6.1(b) below. At least 15 days prior to effecting any Tag Along Sale, such selling Stockholder (the "Selling Stockholder") shall promptly cause the terms and conditions of the Tag Along Sale to be reduced to a reasonably detailed writing (which writing shall identify the Purchaser and shall include the offer to Potential Sellers to purchase or otherwise acquire their Common Stock according to the terns and subject to the conditions of this Section 6), and shall deliver, or cause the Purchaser to deliver, written notice (Dthe "Notice") that of the terms of such Tag Along Sale to each Potential Seller. The Notice shall be accompanied by a true and correct copy of the agreement, if any, embodying the terms and conditions of the proposed purchaser has been informed Tag Along Sale or such written summary thereof if there is no agreement. At any time after receipt of the Tag-Along Right provided Notice (but in no event later than 10 business days after receipt), each Potential Seller may accept the offer included in the Notice for in this Section 4.2 and has agreed up to purchase Shares such number of its shares of Common Stock as determined in accordance with the terms hereof. The Tag-Along Right may be exercised provisions of Section 6.1(b) below, by any Stockholder by delivery of a furnishing irrevocable written notice of such acceptance to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer and to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIPurchaser.

Tag-Along Right. If any Stockholder proposes to transfer shares of Equity Securities to any Person or Persons (the "Selling Stockholder") (other than pursuant to an effective registration statement under the Securities Act or Rule 144 and other than a disposition to an Affiliate), the Selling Stockholder shall notify each other Stockholder (each a "Tag Along Stockholder") in writing (the "Tag Along Notice") of such proposed transfer and its terms and conditions. Within thirty (30) days of receipt of a Tag Along Notice, each Tag Along Stockholder shall notify the Selling Stockholder if it elects to participate in such transfer ("Tag Along Right") and shall state the number of shares of Equity Securities that such Tag Along Stockholder desires to sell. Upon electing to transfer, each Tag Along Stockholder shall be obligated to sell, at the same price and on the same terms as the Selling Stockholder, the number of shares stated in its notice to the Selling Stockholder. Each Tag Along Stockholder may elect to sell such number of shares of Equity Securities as is equal to the aggregate number of shares of Equity Securities to be transferred in such transaction multiplied by a fraction, the numerator of which shall be the aggregate number of shares of Equity Securities held by such Tag Along Stockholder (calculated on a fully diluted basis) and the denominator of which shall be the aggregate number of shares of Equity Securities held by all transferors (calculated on a fully diluted basis). Each such Tag Along Stockholder shall agree to enter into a purchase agreement in form and substance approved by the Selling Stockholder to the extent such agreement shall contain customary representations and warranties. If the sale is not consummated within thirty (30) days following the delivery of the Tag Along Right, then each Tag Along Stockholder shall no longer be obligated to sell its shares of Equity Securities pursuant to such Tag Along Right but shall remain subject to the provisions of this Section 4.03 with respect to any subsequent proposed transfer described in this Section 4.03. In the event that the rights proposed transferee does not purchase all the shares of first offer set forth in Section 4.1 are not exercised, each of Equity Securities that the other Stockholders (the "TAG-ALONG STOCKHOLDERS") shall have the right (the "TAG-ALONG RIGHT") Tag Along Stockholder elects to include up sell pursuant to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon foregoing on the same terms and conditions as such Proposed Sale. The the securities purchased from the Selling Stockholder shallStockholder, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of then the Selling Stockholder and shall not be permitted to sell any securities to the number of Shares proposed to be sold, (B) transferee. If no Tag Along Right is delivered by the name and address end of the proposed purchaser30 days referred to above and provided that no Stockholder Notice is delivered in accordance with section 4.02 above, the Selling Stockholder shall have the right for a 30 (Cthirty) day period thereafter to transfer the securities to the proposed per share purchase price (which must be payable in cash) and transferee on the terms and conditions of payment offered by such proposed purchaser, stated in the Tag Along Notice and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery provisions of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIthis Section 4.03.

Tag-Along Right. (a) In the event that the rights of first offer connection with a proposed transaction set forth in Section 4.1 are a Sale Notice in which the Purchaser shall not exercisedhave exercised its Drag-Along Right, each of the other Stockholders (the "TAG-ALONG STOCKHOLDERS") Founder shall have the right but not the obligation (the "TAGTag-ALONG RIGHTAlong Right") to include up sell to the following proposed purchaser or purchasers on the Offered Terms for the Offered Common Price that number of its Shares in shares of Common Stock (or if such number is not an integral number, the Proposed Sale: next integral number which is greater than such number) which shall be the product of (i) the total number of Shares proposed to be sold shares of Common Stock owned by the Selling Stockholder in the Proposed Sale MULTIPLIED BY Founder and (ii) a fraction fraction, the numerator of which is shall be the number of Offered Common Shares owned by such Tag-Along Stockholder and the denominator of which is shall be the aggregate total number of Shares shares of Common Stock then owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunderPurchaser. Any Shares purchased from such Stockholders pursuant The shares of Common Stock to this Section 4.2 be sold hereunder shall be at the same price per Share and upon sold on the same terms and conditions as such Proposed Salethose applicable to the Purchaser specified in the Sale Notice, including the time of sale, form of consideration and per-share price. The Selling Stockholder shallFounder's failure to exercise rights under this Section 5.9(a) shall result in exclusion from sale in the transaction specified in the Sale Notice. If Founder desires to exercise its rights under this Section 5.9(a), not less Founder shall give written notice thereof to Purchaser no later than 30 five (5) days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name after receipt of the Selling Stockholder Sale Notice. Founder shall promptly take all steps described in the Sale Notice to effectuate the sale of the shares of Common Stock covered thereby, including, but not limited to, the furnishing of information customarily provided in connection with such a sale and the number execution of Shares such sales and other transfer documents with such representations, warranties, agreements, covenants and indemnities as may be required by the Offered Terms. All references to "sell" herein shall be deemed to include transfer, dispose of or otherwise convey in the manner in which such Disposition is proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEImade.

Tag-Along Right. In With respect to any proposed transfer, sale or other disposition (each, a "proposed transfer") of Common Stock by Jupiter to a person other than an Affiliate of Jupiter, which Affiliate assumes all of the event that obligations of Jupiter hereunder with respect to such shares of Common Stock (such other person being hereinafter referred to as the rights of first offer set forth in Section 4.1 are not exercised"proposed purchaser"), each of the other Stockholders (the "TAG-ALONG STOCKHOLDERS") Purchaser shall have the right (the "TAGTag-ALONG RIGHTAlong Right") to include up require the proposed purchaser to purchase all or any portion of such Purchaser's Pro Rata Allocation (as defined below) of the following number shares of its Shares in Common Stock proposed to be transferred simultaneously with consummating the Proposed Sale: proposed transfer. A Purchaser's "Pro Rata Allocation" of the total number of Shares proposed to be sold transferred in any proposed transfer shall equal the total number of shares of Common Stock proposed to be transferred by the Selling Stockholder in the Proposed Sale MULTIPLIED BY Jupiter multiplied by a fraction fraction, the numerator of which is the total number of Shares owned held by such Tag-Along Stockholder Purchaser and the denominator of which is the aggregate total number of Shares owned held by such Selling Stockholder Jupiter and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunderof the Purchasers. Any Shares shares of Common Stock purchased from such Stockholders Purchasers pursuant to this Section 4.2 2 shall be purchased at the same price per Share share and upon the same terms and conditions as such Proposed Saleproposed transfer by Jupiter, it being agreed, however, that such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the shares being sold and authority to sell such shares and indemnities related thereto ("Title Representations"). The Selling Stockholder Jupiter shall, not less than 30 20 nor more than 60 business days prior to each Proposed Saleproposed transfer, notify, or cause to be notified, each Stockholder Purchaser in writing of each such Proposed Saleproposed transfer. Such notice (the "Transfer Notice") shall set forth: (Ai) the name of the Selling Stockholder transferor and the number and description of Shares shares of Common Stock proposed to be soldtransferred, (Bii) the name and address of the proposed purchaser, (Ciii) the proposed per share purchase price (which must be payable in cash) amount and the form of consideration and terms and conditions of payment offered by such proposed purchaser, (iv) each Purchaser's Pro Rata Allocation of the shares of Common Stock proposed to be transferred and (Dv) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 2 and has agreed to purchase Shares shares of Common Stock in accordance with the terms hereof. Jupiter hereby agrees not to transfer any shares of Common Stock, directly or indirectly, in a manner that would be inconsistent with the essential intent of this Section 2. For purposes of this Section 2, any transfer of an equity interest of an entity that was formed for the purpose of acquiring shares of Common Stock shall be deemed to be a transfer of the shares of Common Stock owned by such entity. The Tag-Along Right may be exercised by any Stockholder Purchaser by delivery of a written notice to the Selling Stockholder Jupiter proposing to sell shares of Common Stock (the "TAGTag-ALONG NOTICEAlong Notice") within 15 20 business days following its receipt of the notice specified in the last sentence of the preceding paragraphTransfer Notice. The Tag-Along Notice shall state the number of Shares (the "Tag-Along Shares") that such Stockholder Purchaser proposes to include in such transfer to the proposed purchaser, which number of Shares shall not exceed such Purchaser's Pro Rata Allocation of the shares of Common Stock proposed to be transferred. Delivery of the Tag-Along Notice by any Purchaser shall constitute an agreement by such Purchaser to sell, on the terms and conditions specified in the Transfer Notice, the Tag-Along Shares to the proposed purchaser determined specified in the Transfer Notice; provided that, in no event shall the Purchaser's liability in connection with such transfer exceed the proceeds that such Purchaser receives with respect to the Tag-Along Shares it sells pursuant to the Tag-Along Notice. In the event that the proposed purchaser does not purchase the Tag-Along Shares from the Purchasers on the same terms and conditions as aforesaidspecified in the Transfer Notice, then Jupiter shall not be permitted to sell any shares of Common Stock to the proposed purchaser in the proposed transfer. If no Tag-Along Notice is received during the 20-business day period referred to above, Jupiter shall have the right thereafter, prior to the expiration of 120 days from the date of the Transfer Notice, to transfer the shares of Common Stock specified in the Transfer Notice (or a portion thereof) on terms and conditions no more favorable than those stated in the Transfer Notice and in accordance with the provisions of this Section 2; provided that Jupiter shall have proceeded to consummate such transaction as soon as reasonably practicable in good faith. Notwithstanding anything to the contrary in this Section 2, in the event that the proposed transfer, whether in one transaction or a series of related transactions, would result in a Change of Control, each Purchaser shall have the right to require the proposed purchaser to purchase all of such Purchaser's Shares pursuant to the Tag-Along Right set forth in this Section 2, and the proposed purchaser shall be required to purchase all of such Purchaser's Shares in the manner set forth in this Section 2. The Company agrees not to effect any transfer of Shares shares of Common Stock by Jupiter and to instruct the transfer agent for the Common Stock not to effect any Stockholder such transfer of shares of Common Stock, until it has the Company and the transfer agent have received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEI.

Tag-Along Right. In For purposes of this Agreement, a --------------- "Covered Transaction" shall mean any sale or contract or series of sales or ------------------- contracts to sell Common Stock of the event Company beneficially owned by Xxxxxx (as that term is defined in Rule 13d-1 of the rights Exchange Act) (a) entered into or consummated by Xxxxxx or an Affiliate or immediate family member of first offer set forth Xxxxxx on or after the Conversion Date and in Section 4.1 are not exercisedwhich the counterparty is a person other than (i) an Affiliate of Xxxxxx that assumes all of the obligations of Xxxxxx hereunder with respect to such shares of Common Stock or (ii) a transferee pursuant to a transaction entered into by Xxxxxx solely in good faith for estate planning purposes (the sole beneficiary of such transferee being Xxxxxx or an immediate family member of Xxxxxx) that assumes all of the obligations of Xxxxxx hereunder with respect to such shares of Common Stock (a "proposed purchaser") ------------------ and (b) resulting in or contemplating proceeds (whether in cash, securities or other property) the fair market value of which is at least $15.0 million. With respect to any Covered Transaction, each of the other Stockholders (the "TAGTag-ALONG STOCKHOLDERS") Along Investor shall each have the right (the "TAGTag-ALONG RIGHTAlong Right") to include up require the proposed purchaser to purchase --------------- all or any portion of such Tag-Along Investor's Pro Rata Allocation (as defined below) of the following number shares Common Stock proposed to be transferred simultaneously with consummating the proposed transfer. A Tag-Along Investor's "Pro Rata Allocation" ------------------- of its Shares in the Proposed Sale: the total number of Shares proposed to be sold transferred in any proposed transfer shall equal the total number of shares of Common Stock proposed to be transferred by the Selling Stockholder in the Proposed Sale MULTIPLIED BY Xxxxxx multiplied by a fraction the numerator of which is the total number of Shares owned held by such Tag-Along Stockholder Investor and the denominator of which is the aggregate total number of Shares owned shares of Common Stock held by such Selling Stockholder Xxxxxx and by all Tag-the Tag- Along Stockholders exercising their Tag-Along Rights hereunderInvestors. Any Shares purchased from such Stockholders Tag-Along Investors pursuant to this Section 4.2 1 shall be purchased at the same price per Share and upon the same terms and conditions as such Proposed Saleproposed transfer by Xxxxxx, it being agreed, however, that such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Shares being sold and authority to sell such Shares and indemnities related thereto ("Title ----- Representations"). The Selling Stockholder Xxxxxx shall, not less than 30 nor more than 60 business days --------------- prior to each Proposed Saleproposed transfer, notify, or cause to be notified, each Stockholder Tag-Along Investor in writing of each such Proposed Saleproposed transfer. Such notice (the "Transfer -------- Notice") shall set forth: (Ai) the name of the Selling Stockholder transferor and the number and ------ description of Shares shares of Common Stock proposed to be soldtransferred, (Bii) the name and address of the proposed purchaser, (Ciii) the proposed per share purchase price (which must be payable in cash) amount and the form of consideration and terms and conditions of payment offered by such proposed purchaser, (iv) each Tag-Along Investor's Pro Rata Allocation of the shares of Common Stock proposed to be transferred and (Dv) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 1 and has agreed to purchase Shares shares of Common Stock in accordance with the terms hereof. Xxxxxx hereby agrees not to transfer any shares of Common Stock, directly or indirectly, in a manner that would be inconsistent with the essential intent of this Section 1. For purposes of this Section 1, any transfer of an equity interest of an entity that was formed for the purpose of acquiring shares of Common Stock shall be deemed to be a transfer of the shares of Common Stock owned by such entity. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAGTag-ALONG NOTICE") Along Investor within 15 business days following its receipt of the Transfer Notice by delivery of a written notice specified in to Xxxxxx proposing to sell Shares (the last sentence of the preceding paragraph"Tag-Along Notice"). The ---------------- Tag-Along Notice shall state the number of Shares (the "Tag-Along Shares") that ---------------- such Stockholder Tag-Along Investor proposes to include in such transfer to the proposed purchaser, which number of Shares shall not exceed such Tag-Along Investor's Pro Rata Allocation of the shares of Common Stock proposed to be transferred. Delivery of the Tag-Along Notice by any Tag-Along Investor shall constitute an agreement by such Tag-Along Investor to sell, on the terms and conditions specified in the Transfer Notice, the Tag-Along Shares to the proposed purchaser determined specified in the Transfer Notice. In the event that the proposed purchaser does not purchase the Tag-Along Shares from the Tag-Along Investors on the same terms and conditions as aforesaidspecified in the Transfer Notice, then Xxxxxx shall not be permitted to sell any shares of Common Stock to the proposed purchaser in the proposed transfer. The If no Tag-Along Notice is received during the 15-business day period referred to above, Xxxxxx shall have the right thereafter, prior to the expiration of 30 business days from the date of the Transfer Notice, to transfer the shares of Common Stock specified in the Transfer Notice (or a portion thereof) on terms and conditions no more favorable than those stated in the Transfer Notice and in accordance with the provisions of this Section 1. Any attempt to transfer any shares of Common Stock in violation of this Agreement will be null and void, and the Company agrees not to effect any transfer of Shares Common Stock by Xxxxxx and to instruct the transfer agent for the Common Stock not to effect any Stockholder such transfer of Common Stock, until it has the Company and the transfer agent have received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEI.

Tag-Along Right. In the event that Berkshire or any of its consolidated subsidiaries intends to Transfer (other than to one or more of Berkshire's consolidated subsidiaries) shares of Common Stock or Convertible Preferred Stock which, together with any previous Transfers (other than Transfers within Berkshire's consolidated group of companies) of shares of Common Stock or Convertible Preferred Stock by Berkshire or its consolidated subsidiaries from and after the rights date of first offer set forth in Section 4.1 are not exercisedthis Agreement, each represent more than fifty percent (50%) of the Common Stock (calculated on a fully-diluted basis assuming conversion of the Convertible Preferred Stock) held by Berkshire and its consolidated subsidiaries on the date hereof, Berkshire shall notify the other Stockholders Investors, in writing, of such proposed Transfer and its price terms and conditions (the "TAG-ALONG STOCKHOLDERSProposed Sale"). Following receipt of such a notice, any of Xxxxx, the Xxxxx Entities, the Xxxxx Family Entities and the Management Investors ("Eligible Investors") shall have the right to exercise the tag-along right described in this Section 3. Within ten (10) days of the date of receipt of such notice delivered under Section 8(a), each Eligible Investor that elects to participate in the Proposed Sale shall so notify receipt of Berkshire in writing (a "Transfer Notice," all Eligible Investors who give such Transfer Notice being the "TAGTag-ALONG RIGHTAlong Investors") ). In the event Berkshire fails to include up receive a Transfer Notice from any Eligible Investor within such 10-day period, such Eligible Investor shall have no right to the following number of its Shares participate in the Proposed Sale: . Each Tag-Along Investor delivering a Transfer Notice shall have the total right to sell, at the same price and on the same terms as Berkshire, that number of Shares proposed shares of Common Stock equal to the number of shares of Common Stock (assuming that all Convertible Preferred Stock shall be sold considered on an as-converted basis as Common Stock) the third party proposes to purchase multiplied by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction fraction, the numerator of which is shall be the number of Shares shares of Common Stock (assuming that all Options shall be considered on an as-exercised basis as Common Stock) issued and owned by such Tag-Along Stockholder Investor and the denominator of which is shall be the aggregate number of Shares shares of Common Stock issued and owned by such Selling Stockholder Berkshire (assuming that all Convertible Preferred Stock shall be considered on an as-converted basis as Common Stock) and by all each Tag-Along Stockholders exercising their Investor (including such Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to Investor exercising its rights under this Section 4.2 3). Nothing contained herein shall be at obligate Berkshire to consummate the same price per Share and upon Proposed Sale or limit Berkshire's right to amend or modify the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable Proposed Sale in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right any respect; provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled offered the opportunity to exercise Tagparticipate in the Proposed Sale on such amended or modified terms. The tag-Along Rights with respect to the first 150,000 Shares transferred by GEIalong rights described in this Section 3 shall terminate upon a Berkshire Majority Transfer.

Tag-Along Right. (a) In the event that the rights any holder of first offer set forth in Section 4.1 are not exercised, each ten percent (10%) or more of the then outstanding shares of Common Stock (as used in this §5, a “Selling Stockholder”) proposes to sell for cash or any other Stockholders consideration shares of Common Stock owned by such Selling Stockholder to any Person or group of Persons (a “Proposed Purchaser”), after expiration of the periods in §§4(c) and (d), if applicable, such Selling Stockholder shall promptly notify each other Stockholder (collectively, the “Tag-Along Offerees”) in writing (a “Tag-Along Notice”) of such proposed sale (a “Proposed Sale”) and the material terms of the Proposed Sale as of the date of the Tag-Along Notice (the "TAG“Material Terms”). The Selling Stockholder may, for purposes of determining the recipients of the Tag-ALONG STOCKHOLDERS"Along Notice, rely upon a list of securityholders provided by the Company (which the Company shall provide to the Selling Stockholder promptly upon request). If within fifteen (15) shall have days after the right receipt by the Tag-Along Offerees of the Tag-Along Notice, the Selling Stockholder receives a written request (the "TAGa “Tag-ALONG RIGHT"Along Request”) to include up to shares of Common Stock (the following number of its Shares “Tag-Along Securities”) held by one or more Tag-Along Offerees in the Proposed Sale: , the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned Tag-Along Securities so held by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 Offerees shall be at the same price per Share and upon the same terms and conditions so included as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of provided herein so long as the Tag-Along Right provided Securities are eligible for in this Section 4.2 resale under an exemption from registration, and has agreed the Selling Stockholder shall not be permitted to purchase Shares in accordance with the terms hereof. The complete such Proposed Sale unless such Tag-Along Right may be exercised by Securities are so included in such Transfer; provided, however, that any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice Request shall state be irrevocable unless (i) there shall be an adverse change in the number of Shares that Material Terms or (ii) otherwise mutually agreed to in writing by such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding Offerees and the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEISelling Stockholder.

Tag-Along Right. In the event that the rights (a) If at any time Ashland or any of first offer set forth in Section 4.1 are not exercised, each its Permitted Transferees desires to sell or otherwise dispose of ("sell") 50% or more of the other Stockholders (the "TAG-ALONG STOCKHOLDERS") shall have the right (the "TAG-ALONG RIGHT") then outstanding shares of Common Stock held by Ashland or its Permitted Transferees, considered as a group, to include up to the following number an Industry Buyer, or 20% or more of its Shares in the Proposed Sale: the total number outstanding shares of Shares proposed Common Stock of Arch Mineral at such time to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be an Industry Buyer, then at the same price per Share and upon the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than least 30 days prior to each Proposed Saleselling such Common Stock to such Industry Buyer, notify, or cause Ashland shall deliver written notice (the "Tag-Along Notice") to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: Carboex specifying (Ai) the name identity of the Selling Stockholder and Industry Buyer, (ii) the number of Shares proposed shares of Common Stock owned by Ashland and its Permitted Transferees which they propose to be soldsell, (B) the name and address of the proposed purchaser, (Ciii) the proposed price per share purchase price to be paid to Ashland or its Permitted Transferees by the Industry Buyer, (which must iv) the form of consideration (e.g., cash or notes) to be payable in cashpaid by such Industry Buyer and (v) and the any other material terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder sale (the "TAG-ALONG NOTICEProposed Sale") within . Within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes Notice, Carboex may, if it desires to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the exercise its Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, deliver a written notice (i) only GEI is entitled to exercise a "Tag-Along Rights with respect Instruction") to Ashland stating that Carboex desires to participate in the first 335,000 Shares transferred Proposed Sale and setting forth the number of shares of Common Stock then held by Carboex and its Permitted Transferees to be sold in the DLJ Investors and Proposed Sale (ii) only the DLJ Investors are entitled to it being expressly agreed that Carboex may not exercise its Tag-Along Rights with respect rights for less than all the Common Stock held by Carboex and its Permitted Transferees). A Tag-Along Instruction delivered pursuant to this Section 3(a) shall be deemed to be an irrevocable commitment by Carboex and its Permitted Transferees to sell pursuant to the first 150,000 Shares transferred Proposed Sale the number of shares of Common Stock held by GEICarboex and its Permitted Transferees set forth in the Tag-Along Instruction. Failure to provide a Tag-Along Instruction within the 15-day period specified in this Section 3(a) shall constitute a waiver of the right of Carboex and its Permitted Transferees to have any shares of Common Stock included in the Proposed Sale. Carboex's Tag-Along right provided in this Section 3(a) shall not apply to transfers by Ashland to its Permitted Transferees, to Public Offerings or to sales of Common Stock pursuant to the Registration Rights Agreement.

Tag-Along Right. In (a) No Stockholder (as defined below) shall Transfer (as defined below) any Stock (as defined below), if, after giving effect to all prior Transfers from and after the event that the rights of first offer set forth in Section 4.1 are not exercised, each date hereof by such Stockholder such Transfers constitute more than ten percent (10%) of the other Stockholders Common Stock (the "TAG-ALONG STOCKHOLDERS"as defined below) shall have the right (the "TAG-ALONG RIGHT") to include up to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and all Stockholders on the denominator date hereof, in a single transaction or related series of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant transactions, to this Section 4.2 shall be at the same price per Share and upon the same terms and conditions any Purchaser (as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (Adefined below) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and unless the terms and conditions of payment offered by such proposed purchasersale, transfer or other disposition (the "Tag Along Sale") to such Purchaser shall contain an offer to each Potential Seller (as defined below) to include in such Tag Along Sale such number of shares of Common Stock as is determined in accordance with Section 6.1(b) below. At least 15 days prior to effecting any Tag Along Sale, such selling Stockholder (the "Selling Stockholder") shall promptly cause the terms and conditions of the Tag Along Sale to be reduced to a reasonably detailed writing (which writing shall identify the Purchaser and shall include the offer to Potential Sellers to purchase or otherwise acquire their Common Stock according to the terms and subject to the conditions of this Section 6), and shall deliver, or cause the Purchaser to deliver, written notice (Dthe "Notice") that of the terms of such Tag Along Sale to each Potential Seller. The Notice shall be accompanied by a true and correct copy of the agreement, if any, embodying the terms and conditions of the proposed purchaser has been informed Tag Along Sale or such written summary thereof if there is no agreement. At any time after receipt of the Tag-Along Right provided Notice (but in no event later than 10 business days after receipt), each Potential Seller may accept the offer included in the Notice for in this Section 4.2 and has agreed up to purchase Shares such number of its shares of Common Stock as determined in accordance with the terms hereof. The Tag-Along Right may be exercised provisions of Section 6.1(b) below, by any Stockholder by delivery of a furnishing irrevocable written notice of such acceptance to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer and to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIPurchaser.

Tag-Along Right. In the event that the rights (a) At least 30 days prior to any Transfer of first offer set forth in Section 4.1 are not exercised, each of the other Stockholders Shares by any Onex Investor (the "TAG-ALONG STOCKHOLDERSINITIATING STOCKHOLDER") ), such Initiating Stockholder shall have the right deliver a written notice (the "TAG-ALONG RIGHTSALE NOTICE") to include up each other Stockholder (including any other Onex Investor), specifying in reasonable detail the identity of the prospective transferee(s), the number and type of Shares to be transferred, the following number price per Share to be paid for such Shares, and the other terms and conditions of its the Transfer. Each of such other Stockholders who own Shares of the type identified in the Proposed Sale: the total number of Shares proposed Sale Notice may elect to be sold by the Selling Stockholder participate in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be contemplated Transfer at the same price per Share and upon on the same terms and conditions as such Proposed Sale. The Selling by delivering written notice to the Initiating Stockholder shall, not less than 30 within 15 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing after delivery of the Sale Notice (each such Proposed Saleelecting Stockholder is a "PARTICIPATING STOCKHOLDER"). Such notice shall set forth: (A) Each Participating Stockholder will be entitled and obligated to sell in the name contemplated Transfer, at the price per Share and on the same terms, a number and type of the Selling Stockholder and Shares equal to such Participating Stockholder's Tag-Along Percentage of the number of Shares proposed to be soldtransferred by the Initiating Stockholder and the number of Shares to be transferred by the Initiating Stockholder in such contemplated Transfer shall be reduced by the number of Shares to be transferred by the Participating Stockholders (unless the Initiating Stockholder purchases such Shares directly from the Participating Stockholders pursuant to Section 5.1(b), (B) simultaneously with and conditioned upon the name and address closing of the proposed purchasersale by the Initiating Stockholder). However, (C) the proposed per share purchase price (which must be payable contemplated Transfer may provide for payment in securities, or a combination of cash and securities, to all Participating Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Participating Stockholders that are not accredited investors or may provide Participating Stockholders that are accredited investors with the option to receive securities, or a combination of cash and securities, or cash while Participating Stockholders that are not accredited investors receive cash) and . The Initiating Stockholder may abandon the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in contemplated Transfer at any time prior to its closing without any liability or obligation under this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof5.1. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the A Participating Stockholder's "TAG-ALONG NOTICE") within 15 business days following its receipt of PERCENTAGE" is the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state quotient obtained by dividing the number of Shares that of the type identified in the Sale Notice owned by such Participating Stockholder proposes to include in such transfer to by the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer sum of the aggregate number of Shares of the type identified in the Sale Notice owned by any Stockholder until it has received evidence reasonably satisfactory to it that the TagStockholders (including the Initiating Stockholder) and, without duplication, all other holders having co-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights sale rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIsuch Transfer.

Tag-Along Right. In Subject to the event that conditions contained in Section 5 above, the rights Founders (“Selling Shareholder”) shall Transfer any of their Shares (“Sale Shares”), to a Third Party only after first offer providing a written notice (the “Sale Notice”) to KAS(“Tag Right Holder”), in the Company, except in case of Transfer to Affiliates or inter-se transfer between the Founders. The Sale Notice shall set forth in Section 4.1 are not exerciseddetail, each the terms of the other Stockholders proposed sale, including the (i) name of the Person(s) to whom the sale is proposed to be made (the "TAG-ALONG STOCKHOLDERS"“Purchaser”), (ii) the proposed sale price per Share (“Sale Price”), (iii) the date of the proposed sale (which shall not be less than 30 (Thirty) days from the date of receipt of the Sale Notice) and (iv) number of Sale Shares in the Company that are proposed to be sold. Upon receipt of the Sale Notice and in case of a sale to a Purchaser, the Tag Right Holder, shall have the right (the "TAG-ALONG RIGHT") to include up Transfer any or all of its respective Shares, prior to the following number of its Shares in Selling Shareholder, on the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior set out in the Sale Notice and subject to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the any other terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of Sale Shares may be subject to by the Tag-Along Right provided for in this Section 4.2 and has agreed Purchaser. If the Purchaser wishes to purchase Shares in accordance with additional Shares, then the terms hereofSelling Shareholder may offer his/its Shares, pro-rata, to the Purchaser. The Tag-If the Tag Right Holder chooses to exercise the Tag Along Right may be exercised by any Stockholder by delivery of Right, then it shall serve upon the Selling Shareholder a written notice to the Selling Stockholder in that regard within 10 (the "TAG-ALONG NOTICE"Ten) within 15 business days following its of receipt of the notice specified in Sale Notice by the last sentence Tag Right Holder. The Parties agree that if completion of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer sale under Clause 4.1 to the proposed purchaser determined as aforesaid. The Company agrees Purchaser does not take place within the period of 90 (Ninety) days from the date of the Sale Notice, the Selling Shareholder’s right to effect any transfer Transfer above shall lapse and the provisions of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIthis Clause 6 shall once again apply.

Tag-Along Right. In the event that the rights of first offer set forth in Section 4.1 are not exercised, each Stockholders owning more than sixty-seven percent (67%) of the other Stockholders outstanding capital stock of the Company subject to this Agreement (each a "Selling Stockholder"), desire to Transfer any Shares pursuant to a bona fide offer from a third party (the "TAGBuyer"), then such Selling Stockholders shall notify the Stockholders who are not Selling Stockholders ("Tag-ALONG STOCKHOLDERSAlong Stockholders") ), in writing, of such offer and its terms and conditions (the "Transfer Notice"). Upon receipt of such Transfer Notice, each Tag-Along Stockholder shall have the right (the "TAG-ALONG RIGHT") to include up sell to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon Buyer, on the same terms and conditions as such Proposed Sale. The the Selling Stockholder shallStockholders, not less than 30 days prior that number of Shares of the Company's capital stock subject to each Proposed Sale, notify, or cause this Agreement equal to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: the product attained by multiplying (Aa) the name number of Shares held by the Tag-Along Stockholder times (b) the quotient derived by dividing (i) the number of Shares which otherwise would have been sold by the Selling Stockholder Stockholders to the Buyer by (ii) the total number of Shares held by such Selling Stockholders and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered held by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for Stockholders who have elected to participate in such Transfer (assuming, in the case of sales of Common Stock of the Company, full conversion of all shares of Preferred Stock of the Company held by the Selling Stockholders and each Tag-Along Stockholder exercising its rights under this Section 4.2 and has agreed 4). If more than one Tag-Along Stockholder elects to purchase sell Shares pursuant to this Section 4, they may do so pro rata based on the number of Shares held by each of them or in accordance with the terms hereofsuch other proportions as they may agree. The Tag-Along Right may Stockholders' right to sell pursuant to this Section 4 can be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder Stockholders within ten (the "TAG-ALONG NOTICE"10) within 15 business days following its receipt the delivery of the notice specified in the last sentence of the preceding paragraphTransfer Notice. The Any Tag-Along Notice Stockholder who fails to notify the Selling Stockholders within such ten (10) business day period shall state the number of Shares that such Stockholder proposes be deemed to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIhave waived its rights under this Section 4.

Tag-Along Right. In the event that the rights of first offer set forth connection with any Proposed Transfer, other than --------------- a Permitted Transfer or a Qualified Transfer (as defined in Section 4.1 are not exercised3.6 below), each of the other Remaining Stockholders (the "TAG-ALONG STOCKHOLDERS") shall have the right (the "TAG-ALONG RIGHT") to include up shall, in addition to the following option specified in Section 3.3 above, have a "tag-along" right to require the Final Purchaser to purchase from the Remaining Stockholder a number of its whole Shares in equal to the Proposed Sale: number derived by multiplying the total number of Proposed Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction fraction, the numerator of which is the total number of Shares owned held by such Tag-Along the Remaining Stockholder and the denominator of which is the aggregate total number of Shares owned by such Selling Stockholder and held by all TagRemaining Stockholders; provided, however, that (i) the tag-Along along right -------- ------- specified in this Section 3.4 shall terminate in connection with the Proposed Transfer if one or more Stockholders have exercised their option to purchase from the Proposed Seller all of the Proposed Shares pursuant to Section 3.3 above and (ii) the tag-along right specified in this Section 3.4 for holders of Warrants shall only be exercisable with respect to Warrants converted to Preferred Stock or Common Stock, as applicable, by the holders thereof prior to exercising their Tag-Along Rights hereundersuch right. Any Shares purchased from such Stockholders a Remaining Stockholder pursuant to this Section 4.2 3.4 shall be paid for in cash, at the same price per Share and upon the same terms and conditions as such Proposed Saleset forth in the Transfer Notice, subject to Section 3.5 below. The Selling Stockholder shalltag-along right may be exercised, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing lieu of each such Proposed Sale. Such notice shall set forth: (A) the name exercise of the Selling Stockholder and the number of Shares proposed to be soldoption set forth in Section 3.3 above, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Remaining Stockholder by delivery of a written notice of such exercise to the Selling Stockholder Proposed Seller (the "TAGTag-ALONG NOTICEAlong Notice") within 15 business 30 days following its the Remaining Stockholder's receipt of the notice specified in the last sentence of the preceding paragraphTransfer Notice. The Tag-Along Notice shall state the number of Shares that such Remaining Stockholder proposes to include sell to the Final Purchaser, as determined above (the "Exercise Shares"). Provided that the Final Purchaser purchases, on the same terms and conditions as set forth in such the Transfer Notice, all Exercise Shares from Remaining Stockholders who timely deliver Tag-Along Notices, the Proposed Seller shall have the right, for the 90-day period set forth in Section 3.3(a) or 3.3(b), as applicable, to transfer to the proposed Final Purchaser, on terms and conditions no more favorable than those set forth in the Transfer Notice, up to a number of Shares equal to the number of Proposed Shares less the aggregate number of Exercise Shares; provided, however, -------- ------- that as a condition to the transfer of the Shares to the Final Purchaser, such purchaser determined as aforesaidshall agree in writing to be bound by this Agreement in accordance with the terms of Section 8.2 hereof. The Company agrees not Any Shares that continue to effect be held by the Proposed Seller after any transfer of Shares by to the Final Purchaser shall again be subject to the restriction on transfer contained in Section 3.1 hereof. For purposes of any Stockholder until it has received evidence reasonably satisfactory to it that calculation of the Tag-Along Rightnumber of Shares outstanding under this Section 3.4, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights and with respect to any numerator or denominator provided herein, the first 335,000 Shares transferred by the DLJ Investors and conversion, exercise or exchange of all outstanding securities (iiregardless of whether such securities are then convertible, exercisable or exchangeable) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIshall be assumed.

Tag-Along Right. In addition to the rights granted under Section 8 above, in the event that the rights of first offer set forth in Section 4.1 are not exercised, each of the Wallxx-Xxxxxx xxx other Stockholders (including Wallxx-Xxxxxx) Xxneficially Owning more than fifty percent (50%) of the Common Stock subject to this Agreement (each a "Selling Stockholder"), desire to transfer, sell, convey, exchange or otherwise dispose of ("Transfer") any Shares pursuant to a bona fide offer from a third party (the "TAGBuyer"), then such Selling Stockholders shall notify the Stockholders who are not Selling Stockholders ("Tag-ALONG STOCKHOLDERSAlong Stockholders") ), in writing, of such offer and its terms and conditions (the "Transfer Notice"). Upon receipt of such Transfer Notice, each Tag-Along Stockholder shall have the right (the "TAG-ALONG RIGHT") to include up sell to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon Buyer, on the same terms and conditions as such Proposed Sale. The the Selling Stockholder shallStockholders, not less than 30 days prior that number of Shares of the Company's capital stock subject to each Proposed Sale, notify, or cause this Agreement equal to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: the product attained by multiplying (Aa) the name number of Shares held by the Tag-Along Stockholder times (b) the quotient derived by dividing (i) the number of Shares which otherwise would have been sold by the Selling Stockholder Stockholders to the Buyer by (ii) the total number of Shares held by such Selling Stockholders and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered held by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for Stockholders who have elected to participate in such Transfer (assuming, in the case of sales of Common Stock of the Company, full conversion of all shares of preferred stock of the Company held by the Selling Stockholders and each Tag-Along Stockholder exercising its rights under this Section 4.2 and has agreed 11). If more than one Tag-Along Stockholder elects to purchase sell Shares pursuant to this Section 11, they may do so pro rata based on the number of Shares held by each of them or in accordance with the terms hereofsuch other proportions as they may agree. The Tag-Along Right may Stockholders' right to sell pursuant to this Section 11 can be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") Stockholders within 15 10 business days following its receipt delivery of the notice specified in the last sentence of the preceding paragraphTransfer Notice. The Any Tag-Along Notice Stockholder who fails to notify the Selling Stockholders within such 10 business days shall state the number of Shares that such Stockholder proposes be deemed to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIhave waived its rights under this Section 11.

Tag-Along Right. (a) In the event that the rights Selling Principal Stockholders propose to enter into a transaction or series of first offer set forth in Section 4.1 are not exercisedrelated transactions (collectively, each the “Tag Along Transaction”), pursuant to which the Selling Principal Stockholders shall transfer to any transferee shares of Common Stock constituting more than 50% of the other then outstanding shares of Capital Stock held by all the Principal Stockholders, and the Selling Principal Stockholders (do not elect, or do not have the "TAG-ALONG STOCKHOLDERS") right to elect, to require the sale of the Shares of the Purchaser pursuant to Section 5.4(a), such Selling Principal Stockholders shall notify the Purchaser in writing of such proposed Transfer and its terms and conditions. Within 10 calendar days after the date of such notice, the Purchaser shall notify the Selling Principal Stockholders in writing if the Purchaser elects to participate in such Transfer. If the Purchaser fails to notify the Selling Principal Stockholders within such 10 calendar day period, the Purchaser shall be deemed to have waived its rights hereunder. If the Purchaser notifies the Selling Principal Stockholders that it intends to participate in the Tag Along Transaction, the Purchaser shall have the right (the "TAG-ALONG RIGHT") to include up to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be sell at the same price per Share and upon on the same terms and conditions as such Proposed Salethe Selling Principal Stockholders, a number of shares of Common Stock equal to the shares of Common Stock the third party actually proposes to purchase from the Selling Principal Stockholders multiplied by the Proportionate Percentage. The Selling Stockholder shall, not less than 30 days prior Nothing in this Section 5.5 shall be construed to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) limit the name ability of the Selling Stockholder and Principal Stockholders to complete the number Transfer prior to the passage of Shares proposed 15 calendar days, provided that sufficient provision is made to be sold, (B) permit the name and address Purchaser to complete the sale of his or her stock hereunder within 10 calendar days of the proposed purchaser, (C) election by the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Right provided for in this Section 4.2 and has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Right may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled Purchaser to exercise Tag-Along Rights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) only the DLJ Investors are entitled to exercise Tag-Along Rights with respect to the first 150,000 Shares transferred by GEIsuch rights.