Common use of Tag-Along Right Clause in Contracts

Tag-Along Right. If a Founder wishes to Transfer its Share or a part thereof, including if such Transfer has been subject to ROFR, such Founder shall give a notice in writing (the Tag Notice) to all other shareholders at least 30 days before the proposed completion of the Transfer transaction. The other Shareholders shall have the tag along right pursuant to this Clause 9. The Tag Notice must state the name of the Buyer, the nominal value of the Sale Share, the Transfer Price and the transferring Founder’s address (or e-mail address) where applications for exercising the tag-along right should be sent. Within 15 days from the day of receipt of the Tag Notice, the other Shareholders shall have the right to require the transferring Founder to procure that the other Shareholders are entitled to sell a pro rata (in relation to the Share or a part thereof to be transferred by the transferring Founder) portion of their Shares to the Buyer simultaneously with the transferred Share or a part thereof of the transferring Founder at the same terms and conditions of such transfer (including price and the form of consideration) (the Tag-along Transaction). If any Shareholder exercises its tag-along right in accordance with the above, the transferring Founder is entitled to Transfer the Sale Share to the Buyer only on the condition that the Buyer at the same time purchases from each Investor that has exercised its tag-along right the Share with such nominal value that such Investor has indicated in its application and such purchase is made on terms no less favourable than those applicable to the transferring Founder. Each Shareholder exercising the tag-along right shall give representations and warranties which are equivalent to those given by the transferring Founder. Reverse Vesting, Good Leaver and Bad Leaver9 Vesting Period The “Vesting Period” for Founders’ Shares shall be [TO BE COMPLETED]10 years from the Effective Date. [25%] of Founders’ Shares shall vest on the first anniversary of the Effective Date. The remaining [75%] shall vest monthly in equal instalments over the following [THE REMAINING PERIOD TO BE COMPLETED] years. Definition of a Bad Leaver A Founder becomes a “Bad Leaver” if the Founder voluntarily resigns or the Founder’s Professional Relationship is terminated for cause, in each case during the Vesting Period, unless the Company, with the Investor Majority’s Consent, determines that, irrespective of the above, the Founder is not a Bad Leaver. For the above purpose: voluntary resignation means the unilateral termination of the Professional Relationship by the Founder which is not caused by (i) the Company’s material breach11 of the Professional Relationship, provided that such breach is not caused by the respective Founder acting in the capacity of the Company’s Executive Director or (ii) the Founder’s death or inability to perform duties due to health reasons or similar serious reasons occurring independent of the Founder’s will preventing him/her from fully performing the Professional Relationship for a period of at least six months. An independent and reputable expert must verify the existence of such reason under paragraph (b) hereof. The expert will be chosen by the Investor and in case of health reasons, the expert must be a member of the Czech Medical Association (in Czech: Česká lékařská xxxxxx); and termination for cause means the termination of the Professional Relationship in circumstances where (i) the Founder has committed a material breach12 of the Professional Relationship and failed to remedy such breach within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (ii) the Founder has been convicted in any court or administrative proceedings for any serious misconduct or criminal offence with respect to the Company or in connection with its Business, or (iii) the Founder has caused material damage to the Company exceeding [Alternative 1: [CZK/EUR] [insert amount] / Alternative 2: [insert number]% of its yearly turnover]13 and failed to compensate the Company for such damage within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (iv) the Founder has lost his/her legal capacity to perform the Professional Relationship pursuant to the conditions stipulated in the Business Corporations Act or the Civil Code, including recall from the office by a competent court or (v) a competent court resolves on the insolvency (in Czech: úpadek) of the Founder. Bad Leaver’s obligation to Transfer the Shares If a Founder becomes a Bad Leaver, the [Alternative 1: Investors on a pro rata basis to their Shares or in any other proportion as may be agreed between the Investors / Alternative 2: all the other Shareholders on a pro rata basis to their Shares or in any other proportion as may be agreed between such Shareholders] (the Entitled Acquirer) shall have the right to acquire all Shares from such Founder either for [CZK/EUR] [1] or for the purchase price determined by the Entitled Acquirer (which may not exceed the aggregate nominal value of such Shares), as elected by the Entitled Acquirer. If there are more parties acting as the Entitled Acquirer, they will decide on procedural steps and price(s) under this Clause 10 with the Investor Majority and will appoint a representative among them who will act on their behalf in procedural steps (e.g. sending notices) under this Clause 10. Definition of a Good Leaver A Founder becomes a “Good Leaver” if the Founder’s Professional Relationship is terminated during the Vesting Period in circumstances where the Founder is not a Bad Leaver.

Tag-Along Right. If In the event that, following compliance with Section 3.4(c), a Founder wishes to Transfer its Share Selling Shareholder reaches agreement with a non-affiliate named in the Offer Notice or a part thereof, including if Purchaser Identification Notice (the "Third Party Purchaser") for such Transfer has been subject Third Party Purchaser to ROFRpurchase any Covered Shares, such Founder Selling Shareholder shall give deliver a written notice (a "Tag-Along Invitation Notice") of such agreement to the Company and the Optionee Shareholder. The Tag-Along Invitation Notice shall specify (A) the name and address of the Third Party Purchaser, (B) the consideration to be paid for such Covered Shares and (C) all other material terms and conditions of such agreement. The Optionec Shareholder may elect to participate in writing the sale of Covered Shares to the Third Party Purchaser on the terms and conditions stated in this Section 3.7 by giving a written notice (the Tag "Tag-Along Acceptance Notice") to all other shareholders at least 30 the Selling Shareholder within 20 days before the proposed completion of the Transfer transaction. The other Shareholders shall have the tag along right pursuant to this Clause 9. The Tag Notice must state the name of the Buyer, the nominal value of the Sale Share, the Transfer Price and the transferring Founder’s address (or e-mail address) where applications for exercising the tag-along right should be sent. Within 15 days from the day of after receipt of the Tag Tap Along Invitation Notice. In the event that the Optionee Shareholder gives a Tag-Along Acceptance Notice, the other Shareholders Optionee Shareholder shall have the right to require the transferring Founder to procure that the other Shareholders are entitled to sell a pro rata (in relation to the Share or a part thereof to be transferred by Third Party Purchaser, on the transferring Founder) portion of their Shares to the Buyer simultaneously with the transferred Share or a part thereof of the transferring Founder at the same terms and conditions of such transfer (including price and the form of consideration) (stated in the Tag-along Transaction). If any Shareholder exercises its tag-along right in accordance with the aboveAlong Invitation Notice, the transferring Founder number of Covered Shares owned by the Optionee Shareholder specified in the Tag-Along Acceptance Notice, but not more than that portion of the Covered Shares owned by the Optionee Shareholder which is entitled to Transfer the Sale Share equal to the Buyer only on the condition that the Buyer at the same time purchases from each Investor that has exercised its tag-along right the Share with such nominal value that such Investor has indicated in its application and such purchase is made on terms no less favourable than those applicable to the transferring Founder. Each Shareholder exercising the tag-along right shall give representations and warranties which are equivalent to those given product obtained by the transferring Founder. Reverse Vesting, Good Leaver and Bad Leaver9 Vesting Period The “Vesting Period” for Founders’ Shares shall be [TO BE COMPLETED]10 years from the Effective Date. [25%] of Founders’ Shares shall vest on the first anniversary of the Effective Date. The remaining [75%] shall vest monthly in equal instalments over the following [THE REMAINING PERIOD TO BE COMPLETED] years. Definition of a Bad Leaver A Founder becomes a “Bad Leaver” if the Founder voluntarily resigns or the Founder’s Professional Relationship is terminated for cause, in each case during the Vesting Period, unless the Company, with the Investor Majority’s Consent, determines that, irrespective of the above, the Founder is not a Bad Leaver. For the above purpose: voluntary resignation means the unilateral termination of the Professional Relationship by the Founder which is not caused by multiplying (i) the Company’s material breach11 total number of Covered Shares which the Professional Relationship, provided that such breach is not caused Third Party Purchaser has agreed to purchase from the Selling Shareholder by the respective Founder acting in the capacity of the Company’s Executive Director or (ii) the Founder’s death or inability to perform duties due to health reasons or similar serious reasons occurring independent Optionee Shareholder's total percentage interest in the issued and outstanding Covered Shares. Within ten days after its receipt of a Tag Along Acceptance Notice, the Selling Shareholder shall notify the Optionee Shareholder of the Founder’s date on which the sale of Covered Shares to the Third Party Purchaser will preventing him/her from fully performing be consummated, which shall be no later the Professional Relationship for a period later of at least six months. An independent (A) 30 days after delivery of the Tag Along Acceptance Notice and reputable expert must verify (B) the existence satisfaction of such reason under paragraph (b) hereofany governmental approval or filing requirements applicable to the sale. The expert will be chosen Optionee Shareholder electing to participate in the sale: to the Third Party Purchaser in accordance with this Section may effect its participation by delivery to the Investor and in case Third Party Purchaser, or to the Selling Shareholder for delivery to the Third Party Purchaser, of health reasonsone or more certificates, properly endorsed for transfer or with duly executed stock powers attached, representing the Covered Shares that the Optionee Shareholder has elected to sell. At the time of consummation of the sale of Covered Shares to the Third Party Purchaser, the expert must be a member Third Party Purchaser shall remit directly to the Optionee Shareholder that portion of the Czech Medical Association (in Czech: Česká lékařská xxxxxx); and termination for cause means sale proceeds which the termination of the Professional Relationship in circumstances where (i) the Founder has committed a material breach12 of the Professional Relationship and failed to remedy such breach within [30 days] as of making a relevant request Optionee Shareholder is entitled by the Company or any of the other Shareholders or (ii) the Founder has been convicted in any court or administrative proceedings for any serious misconduct or criminal offence with respect to the Company or in connection with its Business, or (iii) the Founder has caused material damage to the Company exceeding [Alternative 1: [CZK/EUR] [insert amount] / Alternative 2: [insert number]% reason of its yearly turnover]13 and failed to compensate the Company for such damage within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (iv) the Founder has lost his/her legal capacity to perform the Professional Relationship pursuant to the conditions stipulated in the Business Corporations Act or the Civil Code, including recall from the office by a competent court or (v) a competent court resolves on the insolvency (in Czech: úpadek) of the Founder. Bad Leaver’s obligation to Transfer the Shares If a Founder becomes a Bad Leaver, the [Alternative 1: Investors on a pro rata basis to their Shares or in any other proportion as may be agreed between the Investors / Alternative 2: all the other Shareholders on a pro rata basis to their Shares or in any other proportion as may be agreed between such Shareholders] (the Entitled Acquirer) shall have the right to acquire all Shares from such Founder either for [CZK/EUR] [1] or for the purchase price determined by the Entitled Acquirer (which may not exceed the aggregate nominal value of such Shares), as elected by the Entitled Acquirer. If there are more parties acting as the Entitled Acquirer, they will decide on procedural steps and price(s) under this Clause 10 with the Investor Majority and will appoint a representative among them who will act on their behalf in procedural steps (e.g. sending notices) under this Clause 10. Definition of a Good Leaver A Founder becomes a “Good Leaver” if the Founder’s Professional Relationship is terminated during the Vesting Period in circumstances where the Founder is not a Bad Leaverparticipation therein.

Tag-Along Right. 14.1 If a Founder wishes the Dragging Shareholders do not deliver the Drag Notice to Transfer its Share or a part thereofany Tag Holders within ten (10) calendar days after entering into the Sale Agreement, including if such Transfer has been subject to ROFR, such Founder shall give a notice in writing (the each Tag Notice) to all other shareholders at least 30 days before the proposed completion of the Transfer transaction. The other Shareholders Holder shall have the tag along right (the "Tag-Along Right") but not the obligation to require the Tag Transferee in a Drag-Along Sale to purchase from such Tag Holder (and its Permitted Transferees and Affiliates, if applicable), for the same consideration that would be payable to such Tag Holder had it been a Dragged Shareholder, up to all of the Securities held by such Tag Holder, its Permitted Transferees and Affiliates. The Tag-Along Right shall be exercisable by a 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 Securities (the "Tag Securities") with respect to which the Tag Holder has elected to exercise the Tag-Along Right. The terms and conditions applicable to the Transfer by the Tag Holder pursuant to this Clause 914 shall be the same as those applicable to a Dragged Shareholder pursuant to 13. The If any Tag Notice must state Holder has properly elected to exercise the name of the BuyerTag-Along Right, the nominal value number of Securities (calculated on as-converted basis) proposed to be Transferred by each Dragging Shareholder shall be reduced by a number equal to (i) the Sale Sharenumber of Tag Securities (on an as-converted basis) multiplied by (ii) a fraction, the Transfer Price numerator of which is the total number of Securities (on an as-converted basis) proposed to be Transferred by such Dragging Shareholder and the transferring Founder’s address denominator of which is the total number of Securities (or eon an as-mail addressconverted basis) where applications for exercising the tag-along right should be sent. Within 15 days from the day of receipt of the Tag Notice, the other Shareholders shall have the right to require the transferring Founder to procure that the other Shareholders are entitled to sell a pro rata (in relation to the Share or a part thereof proposed to be transferred by the transferring Founder) portion of their Shares to the Buyer simultaneously with the transferred Share or a part thereof all of the transferring Founder at the same terms and conditions of such transfer (including price and the form of consideration) (Dragging Shareholders. If any Tag Holder has properly elected to exercise the Tag-along Transaction). If any Shareholder exercises its tag-along right in accordance with Along Right and the aboveTag Transferee fails to purchase the Securities from such Tag Holder, the transferring Founder is entitled Dragging Shareholder(s) shall not consummate the Drag-Along Sale, and if purported to Transfer the be made, such Drag-Along Sale Share to the Buyer only on the condition that the Buyer at the same time purchases from each Investor that has exercised its tag-along right the Share with such nominal value that such Investor has indicated in its application and such purchase is made on terms no less favourable than those applicable to the transferring Founder. Each Shareholder exercising the tag-along right shall give representations and warranties which are equivalent to those given by the transferring Founder. Reverse Vesting, Good Leaver and Bad Leaver9 Vesting Period The “Vesting Period” for Founders’ Shares shall be [TO BE COMPLETED]10 years from the Effective Date. [25%] of Founders’ Shares shall vest on the first anniversary of the Effective Date. The remaining [75%] shall vest monthly in equal instalments over the following [THE REMAINING PERIOD TO BE COMPLETED] years. Definition of a Bad Leaver A Founder becomes a “Bad Leaver” if the Founder voluntarily resigns or the Founder’s Professional Relationship is terminated for cause, in each case during the Vesting Period, unless the Company, with the Investor Majority’s Consent, determines that, irrespective of the above, the Founder is not a Bad Leaver. For the above purpose: voluntary resignation means the unilateral termination of the Professional Relationship by the Founder which is not caused by (i) the Company’s material breach11 of the Professional Relationship, provided that such breach is not caused by the respective Founder acting in the capacity of the Company’s Executive Director or (ii) the Founder’s death or inability to perform duties due to health reasons or similar serious reasons occurring independent of the Founder’s will preventing him/her from fully performing the Professional Relationship for a period of at least six months. An independent and reputable expert must verify the existence of such reason under paragraph (b) hereof. The expert will be chosen by the Investor and in case of health reasons, the expert must be a member of the Czech Medical Association (in Czech: Česká lékařská xxxxxx); and termination for cause means the termination of the Professional Relationship in circumstances where (i) the Founder has committed a material breach12 of the Professional Relationship and failed to remedy such breach within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (ii) the Founder has been convicted in any court or administrative proceedings for any serious misconduct or criminal offence with respect to the Company or in connection with its Business, or (iii) the Founder has caused material damage to the Company exceeding [Alternative 1: [CZK/EUR] [insert amount] / Alternative 2: [insert number]% of its yearly turnover]13 and failed to compensate the Company for such damage within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (iv) the Founder has lost his/her legal capacity to perform the Professional Relationship pursuant to the conditions stipulated in the Business Corporations Act or the Civil Code, including recall from the office by a competent court or (v) a competent court resolves on the insolvency (in Czech: úpadek) of the Founder. Bad Leaver’s obligation to Transfer the Shares If a Founder becomes a Bad Leaver, the [Alternative 1: Investors on a pro rata basis to their Shares or in any other proportion as may be agreed between the Investors / Alternative 2: all the other Shareholders on a pro rata basis to their Shares or in any other proportion as may be agreed between such Shareholders] (the Entitled Acquirer) shall have the right to acquire all Shares from such Founder either for [CZK/EUR] [1] or for the purchase price determined by the Entitled Acquirer (which may not exceed the aggregate nominal value of such Shares), as elected by the Entitled Acquirer. If there are more parties acting as the Entitled Acquirer, they will decide on procedural steps and price(s) under this Clause 10 with the Investor Majority and will appoint a representative among them who will act on their behalf in procedural steps (e.g. sending notices) under this Clause 10. Definition of a Good Leaver A Founder becomes a “Good Leaver” if the Founder’s Professional Relationship is terminated during the Vesting Period in circumstances where the Founder is not a Bad Leavervoid.

Tag-Along Right. If In the event that, following compliance with Section 3.4(c), a Founder wishes to Transfer its Share Selling Shareholder reaches agreement with a non-affiliate named in the Offer Notice or a part thereof, including if Purchaser Identification Notice (the “Third Party Purchaser”) for such Transfer has been subject Third Party Purchaser to ROFRpurchase any Covered Shares, such Founder Selling Shareholder shall give deliver a written notice (a “Tag-Along Invitation Notice”) of such agreement to the Company and the Optionee Shareholder. The Tag-Along Invitation Notice shall specify (A) the name and address of the Third Party Purchaser, (B) the consideration to be paid for such Covered Shares and (C) all other material terms and conditions of such agreement. The Optionee Shareholder may elect to participate in writing the sale of Covered Shares to the Third Party Purchaser on the terms and conditions stated in this Section 3.7 by giving a written notice (the Tag “Tag-Along Acceptance Notice”) to all other shareholders at least 30 the Selling Shareholder within 20 days before the proposed completion of the Transfer transaction. The other Shareholders shall have the tag along right pursuant to this Clause 9. The Tag Notice must state the name of the Buyer, the nominal value of the Sale Share, the Transfer Price and the transferring Founder’s address (or e-mail address) where applications for exercising the tag-along right should be sent. Within 15 days from the day of after receipt of the Tag Tag-Along Invitation Notice. In the event that the Optionee Shareholder gives a Tag-Along Acceptance Notice, the other Shareholders Optionee Shareholder shall have the right to require the transferring Founder to procure that the other Shareholders are entitled to sell a pro rata (in relation to the Share or a part thereof to be transferred by Third Party Purchaser, on the transferring Founder) portion of their Shares to the Buyer simultaneously with the transferred Share or a part thereof of the transferring Founder at the same terms and conditions of such transfer (including price and the form of consideration) (stated in the Tag-along Transaction). If any Shareholder exercises its tag-along right in accordance with the aboveAlong Invitation Notice, the transferring Founder number of Covered Shares owned by the Optionee Shareholder specified in the Tag-Along Acceptance Notice, but not more than that portion of the Covered Shares owned by the Optionee Shareholder which is entitled to Transfer the Sale Share equal to the Buyer only on the condition that the Buyer at the same time purchases from each Investor that has exercised its tag-along right the Share with such nominal value that such Investor has indicated in its application and such purchase is made on terms no less favourable than those applicable to the transferring Founder. Each Shareholder exercising the tag-along right shall give representations and warranties which are equivalent to those given product obtained by the transferring Founder. Reverse Vesting, Good Leaver and Bad Leaver9 Vesting Period The “Vesting Period” for Founders’ Shares shall be [TO BE COMPLETED]10 years from the Effective Date. [25%] of Founders’ Shares shall vest on the first anniversary of the Effective Date. The remaining [75%] shall vest monthly in equal instalments over the following [THE REMAINING PERIOD TO BE COMPLETED] years. Definition of a Bad Leaver A Founder becomes a “Bad Leaver” if the Founder voluntarily resigns or the Founder’s Professional Relationship is terminated for cause, in each case during the Vesting Period, unless the Company, with the Investor Majority’s Consent, determines that, irrespective of the above, the Founder is not a Bad Leaver. For the above purpose: voluntary resignation means the unilateral termination of the Professional Relationship by the Founder which is not caused by multiplying (i) the Company’s material breach11 total number of Covered Shares which the Professional Relationship, provided that such breach is not caused Third Party Purchaser has agreed to purchase from the Selling Shareholder by the respective Founder acting in the capacity of the Company’s Executive Director or (ii) the FounderOptionee Shareholder’s death or inability to perform duties due to health reasons or similar serious reasons occurring independent total percentage interest in the issued and outstanding Covered Shares. Within ten days after its receipt of a Tag Along Acceptance Notice, the Selling Shareholder shall notify the Optionee Shareholder of the Founder’s date on which the sale of Covered Shares to the Third Party Purchaser will preventing him/her from fully performing be consummated, which shall be no later the Professional Relationship for a period later of at least six months. An independent (A) 30 days after delivery of the Tag Along Acceptance Notice and reputable expert must verify (B) the existence satisfaction of such reason under paragraph (b) hereofany governmental approval or filing requirements applicable to the sale. The expert will be chosen Optionee Shareholder electing to participate in the sale to the Third Party Purchaser in accordance with this Section may effect its participation by delivery to the Investor and in case Third Party Purchaser, or to the Selling Shareholder for delivery to the Third Party Purchaser, of health reasonsone or more certificates, properly endorsed for transfer or with duly executed stock powers attached, representing the Covered Shares that the Optionee Shareholder has elected to sell. At the time of consummation of the sale of Covered Shares to the Third Party Purchaser, the expert must be a member Third Party Purchaser shall remit directly to the Optionee Shareholder that portion of the Czech Medical Association (in Czech: Česká lékařská xxxxxx); and termination for cause means sale proceeds which the termination of the Professional Relationship in circumstances where (i) the Founder has committed a material breach12 of the Professional Relationship and failed to remedy such breach within [30 days] as of making a relevant request Optionee Shareholder is entitled by the Company or any of the other Shareholders or (ii) the Founder has been convicted in any court or administrative proceedings for any serious misconduct or criminal offence with respect to the Company or in connection with its Business, or (iii) the Founder has caused material damage to the Company exceeding [Alternative 1: [CZK/EUR] [insert amount] / Alternative 2: [insert number]% reason of its yearly turnover]13 and failed to compensate the Company for such damage within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (iv) the Founder has lost his/her legal capacity to perform the Professional Relationship pursuant to the conditions stipulated in the Business Corporations Act or the Civil Code, including recall from the office by a competent court or (v) a competent court resolves on the insolvency (in Czech: úpadek) of the Founder. Bad Leaver’s obligation to Transfer the Shares If a Founder becomes a Bad Leaver, the [Alternative 1: Investors on a pro rata basis to their Shares or in any other proportion as may be agreed between the Investors / Alternative 2: all the other Shareholders on a pro rata basis to their Shares or in any other proportion as may be agreed between such Shareholders] (the Entitled Acquirer) shall have the right to acquire all Shares from such Founder either for [CZK/EUR] [1] or for the purchase price determined by the Entitled Acquirer (which may not exceed the aggregate nominal value of such Shares), as elected by the Entitled Acquirer. If there are more parties acting as the Entitled Acquirer, they will decide on procedural steps and price(s) under this Clause 10 with the Investor Majority and will appoint a representative among them who will act on their behalf in procedural steps (e.g. sending notices) under this Clause 10. Definition of a Good Leaver A Founder becomes a “Good Leaver” if the Founder’s Professional Relationship is terminated during the Vesting Period in circumstances where the Founder is not a Bad Leaverparticipation therein.

Tag-Along Right. If Whenever any Guarantor, at any time while any of the Obligations remain outstanding, grants a Founder wishes royalty, stream or similar interest in any of its mineral rights or the proceeds thereof to Transfer its Share or a part thereofthird party for cash consideration (each, including if such Transfer has been subject to ROFRa "Triggering Sale"), such Founder Guarantor shall give promptly upon closing of the Triggering Sale provide the Lender with a written notice and offer (each, a "Tag-Along Offer") which shall contain all material information regarding the Triggering Sale and shall offer to the Lender the opportunity to acquire a royalty, stream or similar interest in any of its mineral rights identical in all material respects to the interest to be granted in the Triggering Sale, except that the size of the interest would be 10% of the size of the interest granted in the Triggering Sale and the consideration payable by the Lender for the interest offered pursuant to the Tag-Along Offer would be equal to 10% of the consideration paid by the third party in the Triggering Sale. For greater certainty, any security interest to be granted to the Lender in connection with any such Tag-Along Offer shall be pari passu in all respects with any security interest granted or to be granted in connection with the Triggering Sale. Upon receipt of the Tag-Along Offer, the Lender shall have ten (10) Business Days to irrevocably accept the Tag-Along Offer with respect to all, but not less than all, of the interest offered in the Tag-Along Offer by delivery of a notice in writing (the Tag Notice) to all other shareholders at least 30 days before the proposed completion of the Transfer transaction. The other Shareholders shall have the tag along right pursuant to this Clause 9. The Tag Notice must state the name of the Buyer, the nominal value of the Sale Share, the Transfer Price and the transferring Founder’s address (or e-mail address) where applications for exercising the tag-along right should be sent. Within 15 days from the day of receipt of the Tag Notice, the other Shareholders shall have the right to require the transferring Founder to procure that the other Shareholders are entitled to sell a pro rata (in relation to the Share or Guarantor (each, a part thereof to be transferred by "Tag-Along Acceptance"). If the transferring Founder) portion of their Shares Lender does not deliver a Tag-Along Acceptance to the Buyer simultaneously with the transferred Share or a part thereof Guarantor prior to such deadline, it shall be deemed to have waived its rights in respect of the transferring Founder at the same terms and conditions of such transfer (including price and the form of consideration) (the Tag-along Transaction)Along Offer. If any Shareholder exercises its tagA Tag-along right in accordance Along Acceptance shall be binding on the Lender and the Guarantor and, together with the aboveTag-Along Offer, shall constitute a binding contract of purchase and sale between the transferring Founder is entitled to Transfer Guarantor and the Sale Share to the Buyer only on the condition that the Buyer at the same time purchases from each Investor that has exercised its tag-along right the Share with such nominal value that such Investor has indicated Lender in its application and such purchase is made on terms no less favourable than those applicable to the transferring Founder. Each Shareholder exercising the tag-along right shall give representations and warranties which are equivalent to those given by the transferring Founder. Reverse Vesting, Good Leaver and Bad Leaver9 Vesting Period The “Vesting Period” for Founders’ Shares shall be [TO BE COMPLETED]10 years from the Effective Date. [25%] of Founders’ Shares shall vest on the first anniversary respect of the Effective Date. The remaining [75%] shall vest monthly in equal instalments over the following [THE REMAINING PERIOD TO BE COMPLETED] years. Definition of a Bad Leaver A Founder becomes a “Bad Leaver” if the Founder voluntarily resigns or the Founder’s Professional Relationship is terminated for cause, in each case during the Vesting Period, unless the Company, with the Investor Majority’s Consent, determines that, irrespective of the above, the Founder is not a Bad Leaver. For the above purpose: voluntary resignation means the unilateral termination of the Professional Relationship by the Founder which is not caused by (i) the Company’s material breach11 of the Professional Relationship, provided that such breach is not caused by the respective Founder acting in the capacity of the Company’s Executive Director or (ii) the Founder’s death or inability to perform duties due to health reasons or similar serious reasons occurring independent of the Founder’s will preventing him/her from fully performing the Professional Relationship for a period of at least six months. An independent and reputable expert must verify the existence of such reason under paragraph (b) hereof. The expert will be chosen by the Investor and in case of health reasons, the expert must be a member of the Czech Medical Association (in Czech: Česká lékařská xxxxxx); and termination for cause means the termination of the Professional Relationship in circumstances where (i) the Founder has committed a material breach12 of the Professional Relationship and failed to remedy such breach within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (ii) the Founder has been convicted in any court or administrative proceedings for any serious misconduct or criminal offence with respect to the Company or in connection with its Business, or (iii) the Founder has caused material damage to the Company exceeding [Alternative 1: [CZK/EUR] [insert amount] / Alternative 2: [insert number]% of its yearly turnover]13 and failed to compensate the Company for such damage within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (iv) the Founder has lost his/her legal capacity to perform the Professional Relationship interest offered pursuant to the conditions stipulated in Tag-Along Offer; provided, however, that the Business Corporations Act or the Civil Code, including recall from the office by a competent court or (v) a competent court resolves on the insolvency (in Czech: úpadek) obligation of the Founder. Bad Leaver’s obligation Guarantor to Transfer complete the Shares If a Founder becomes a Bad Leaver, sale to the [Alternative 1: Investors on a pro rata basis to their Shares or Lender shall be conditional upon payment by the Lender in any other proportion as may be agreed between the Investors / Alternative 2: all the other Shareholders on a pro rata basis to their Shares or in any other proportion as may be agreed between such Shareholders] (the Entitled Acquirer) shall have the right to acquire all Shares from such Founder either for [CZK/EUR] [1] or for full of the purchase price determined by on the Entitled Acquirer (which may not exceed closing date of the aggregate nominal value purchase and sale of such Shares), the relevant interest as elected by set forth in the Entitled Acquirer. If there are more parties acting as the Entitled Acquirer, they will decide on procedural steps and price(s) under this Clause 10 with the Investor Majority and will appoint a representative among them who will act on their behalf in procedural steps (e.g. sending notices) under this Clause 10. Definition of a Good Leaver A Founder becomes a “Good Leaver” if the Founder’s Professional Relationship is terminated during the Vesting Period in circumstances where the Founder is not a Bad LeaverTag-Along Offer.

Tag-Along Right. If Whenever any Guarantor, at any time while any of the Obligations remain outstanding, grants a Founder wishes royalty, stream or similar interest in any of its mineral rights or the proceeds thereof to Transfer its Share or a part thereofthird party for cash consideration (each, including if such Transfer has been subject to ROFRa “Triggering Sale”), such Founder Guarantor shall give promptly upon closing of the Triggering Sale provide the Lender with a written notice and offer (each, a “Tag-Along Offer”) which shall contain all material information regarding the Triggering Sale and shall offer to the Lender the opportunity to acquire a royalty, stream or similar interest in any of its mineral rights identical in all material respects to the interest to be granted in the Triggering Sale, except that the size of the interest would be 10% of the size of the interest granted in the Triggering Sale and the consideration payable by the Lender for the interest offered pursuant to the Tag-Along Offer would be equal to 10% of the consideration paid by the third party in the Triggering Sale. For greater certainty, any security interest to be granted to the Lender in connection with any such Tag-Along Offer shall be pari passu in all respects with any security interest granted or to be granted in connection with the Triggering Sale.Upon receipt of the Tag-Along Offer, the Lender shall have ten (10) Business Days to irrevocably accept the Tag-Along Offer with respect to all, but not less than all, of the interest offered in the Tag-Along Offer by delivery of a notice in writing (the Tag Notice) to all other shareholders at least 30 days before the proposed completion of the Transfer transaction. The other Shareholders shall have the tag along right pursuant to this Clause 9. The Tag Notice must state the name of the Buyer, the nominal value of the Sale Share, the Transfer Price and the transferring Founder’s address (or e-mail address) where applications for exercising the tag-along right should be sent. Within 15 days from the day of receipt of the Tag Notice, the other Shareholders shall have the right to require the transferring Founder to procure that the other Shareholders are entitled to sell a pro rata (in relation to the Share or Guarantor (each, a part thereof to be transferred by “Tag-Along Acceptance”). If the transferring Founder) portion of their Shares Lender does not deliver a Tag-Along Acceptance to the Buyer simultaneously with the transferred Share or a part thereof Guarantor prior to such deadline, it shall be deemed to have waived its rights in respect of the transferring Founder at the same terms and conditions of such transfer (including price and the form of consideration) (the Tag-along Transaction). If any Shareholder exercises its tagAlong Offer.A Tag-along right in accordance Along Acceptance shall be binding on the Lender and the Guarantor and, together with the aboveTag-Along Offer, shall constitute a binding contract of purchase and sale between the transferring Founder is entitled to Transfer Guarantor and the Sale Share to the Buyer only on the condition that the Buyer at the same time purchases from each Investor that has exercised its tag-along right the Share with such nominal value that such Investor has indicated Lender in its application and such purchase is made on terms no less favourable than those applicable to the transferring Founder. Each Shareholder exercising the tag-along right shall give representations and warranties which are equivalent to those given by the transferring Founder. Reverse Vesting, Good Leaver and Bad Leaver9 Vesting Period The “Vesting Period” for Founders’ Shares shall be [TO BE COMPLETED]10 years from the Effective Date. [25%] of Founders’ Shares shall vest on the first anniversary respect of the Effective Date. The remaining [75%] shall vest monthly in equal instalments over the following [THE REMAINING PERIOD TO BE COMPLETED] years. Definition of a Bad Leaver A Founder becomes a “Bad Leaver” if the Founder voluntarily resigns or the Founder’s Professional Relationship is terminated for cause, in each case during the Vesting Period, unless the Company, with the Investor Majority’s Consent, determines that, irrespective of the above, the Founder is not a Bad Leaver. For the above purpose: voluntary resignation means the unilateral termination of the Professional Relationship by the Founder which is not caused by (i) the Company’s material breach11 of the Professional Relationship, provided that such breach is not caused by the respective Founder acting in the capacity of the Company’s Executive Director or (ii) the Founder’s death or inability to perform duties due to health reasons or similar serious reasons occurring independent of the Founder’s will preventing him/her from fully performing the Professional Relationship for a period of at least six months. An independent and reputable expert must verify the existence of such reason under paragraph (b) hereof. The expert will be chosen by the Investor and in case of health reasons, the expert must be a member of the Czech Medical Association (in Czech: Česká lékařská xxxxxx); and termination for cause means the termination of the Professional Relationship in circumstances where (i) the Founder has committed a material breach12 of the Professional Relationship and failed to remedy such breach within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (ii) the Founder has been convicted in any court or administrative proceedings for any serious misconduct or criminal offence with respect to the Company or in connection with its Business, or (iii) the Founder has caused material damage to the Company exceeding [Alternative 1: [CZK/EUR] [insert amount] / Alternative 2: [insert number]% of its yearly turnover]13 and failed to compensate the Company for such damage within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (iv) the Founder has lost his/her legal capacity to perform the Professional Relationship interest offered pursuant to the conditions stipulated in Tag-Along Offer; provided, however, that the Business Corporations Act or the Civil Code, including recall from the office by a competent court or (v) a competent court resolves on the insolvency (in Czech: úpadek) obligation of the Founder. Bad Leaver’s obligation Guarantor to Transfer complete the Shares If a Founder becomes a Bad Leaver, sale to the [Alternative 1: Investors on a pro rata basis to their Shares or Lender shall be conditional upon payment by the Lender in any other proportion as may be agreed between the Investors / Alternative 2: all the other Shareholders on a pro rata basis to their Shares or in any other proportion as may be agreed between such Shareholders] (the Entitled Acquirer) shall have the right to acquire all Shares from such Founder either for [CZK/EUR] [1] or for full of the purchase price determined by on the Entitled Acquirer (which may not exceed closing date of the aggregate nominal value purchase and sale of such Shares), the relevant interest as elected by set forth in the Entitled Acquirer. If there are more parties acting as the Entitled Acquirer, they will decide on procedural steps and price(s) under this Clause 10 with the Investor Majority and will appoint a representative among them who will act on their behalf in procedural steps (e.g. sending notices) under this Clause 10. Definition of a Good Leaver A Founder becomes a “Good Leaver” if the Founder’s Professional Relationship is terminated during the Vesting Period in circumstances where the Founder is not a Bad LeaverTag-Along Offer.

Tag-Along Right. If (a) In the event that Synergy intends to effect a Founder wishes transaction that would constitute a Synergy Change in Control (a “Synergy Change in Control Transaction”), Synergy shall provide to Transfer Kingsland written notice of its Share or a part thereof, including if intention to enter into such Transfer has been subject to ROFR, Synergy Change in Control Transaction which notice shall set forth the name and address of the Person with whom Synergy is entering into such Founder shall give a notice Synergy Change in writing Control Transaction (the Tag Notice“Synergy Buyer”) and the value ascribed for the shares of Common Stock in connection with such Synergy Change in Control Transaction. Upon receipt of such notice, Kingsland shall have thirty (30) days to irrevocably elect to sell all but not less than all of the Kingsland Group’s shares of Common Stock (the “Tag-Along Shares”) to all other shareholders at least 30 days before the proposed completion of Synergy Buyer or, if the Transfer transactionSynergy Buyer fails to purchase such shares, Synergy. The other Shareholders shall have the tag along right Failure by Kingsland to make an election pursuant to this Clause 9Section 4.04(a) within the 30-day election period shall constitute an election to decline to sell pursuant to this Section 4.04(a). The Tag Notice must state If Kingsland elects not to sell the name Tag-Along Shares pursuant to this Section 4.04(a), the Synergy Buyer shall be required to execute and deliver an Accession Agreement that has the effect of making this Agreement a legal, valid and binding obligation of the Buyer, the nominal value of the Sale Share, the Transfer Price and the transferring Founder’s address (or e-mail address) where applications for exercising the tag-along right should be sentSynergy Buyer enforceable against it in accordance with its terms. Within 15 days from the day of receipt of the Tag Notice, the other Shareholders shall have the right to require the transferring Founder to procure that the other Shareholders are entitled If Kingsland elects to sell a pro rata (in relation the Tag-Along Shares pursuant to the Share or a part thereof to be transferred by the transferring Founder) portion of their Shares to the Buyer simultaneously with the transferred Share or a part thereof of the transferring Founder at the same terms and conditions of such transfer (including price and the form of considerationthis Section 4.04(a) (the date on which Kingsland delivers notice to Synergy of such election, the “Kingsland Election Date”), (i) Synergy shall cause the Synergy Buyer to purchase all of the Tag-along Transaction). If any Shareholder exercises its tagAlong Shares at the closing of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason that the purchase of the Tag-along right Along Shares has not been completed is due to the ongoing valuation procedures in accordance with the aboveSection 4.04(b)(ii), the transferring Founder is entitled Synergy Buyer if the Synergy Buyer confirms in writing its obligation to Transfer the Sale Share to the Buyer only on the condition that the Buyer at the same time purchases from each Investor that has exercised its tag-along right the Share with such nominal value that such Investor has indicated in its application and make such purchase is made on terms no less favourable than those applicable to the transferring Founder. Each Shareholder exercising the tag-along right shall give representations and warranties which are equivalent to those given by the transferring Founder. Reverse Vesting, Good Leaver and Bad Leaver9 Vesting Period The “Vesting Period” for Founders’ Shares in accordance with this Section 4.04) shall be [TO BE COMPLETED]10 years from obligated to purchase the Effective Date. [25%] of Founders’ Shares shall vest on the first anniversary of the Effective Date. The remaining [75%] shall vest monthly in equal instalments over the following [THE REMAINING PERIOD TO BE COMPLETED] years. Definition of a Bad Leaver A Founder becomes a “Bad Leaver” if the Founder voluntarily resigns or the Founder’s Professional Relationship is terminated for causeTag-Along Shares, in each case during the Vesting Period, unless the Company, with the Investor Majority’s Consent, determines that, irrespective of the above, the Founder is not a Bad Leaver. For the above purpose: voluntary resignation means the unilateral termination of the Professional Relationship by the Founder which is not caused by (i) the Company’s material breach11 of the Professional Relationship, provided that such breach is not caused by the respective Founder acting in the capacity of the Company’s Executive Director or and (ii) the Founder’s death or inability Kingsland Group shall take all lawful action reasonably requested by the Synergy Buyer to perform duties due complete the Sale contemplated by the Synergy Change in Control Transaction, including, without limitation, the surrender to health reasons or similar serious reasons occurring independent the Synergy Buyer of any stock certificates representing such shares properly endorsed for transfer to the Synergy Buyer against payment of the Founder’s will preventing him/her from fully performing sale price for such shares, and if so reasonably requested by the Professional Relationship for a period Synergy Buyer, the execution of at least six months. An independent all sale and reputable expert must verify other agreements in the existence form requested; provided that the Kingsland Group shall not be required to make any representation, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to transfer such shares free and clear of all liens and encumbrances, their unencumbered title to such shares, and the absence of any litigation, laws or agreements which would impede the transfer of such reason under paragraph (b) hereofshares. The expert will consideration to be chosen paid to the Kingsland Group by either the Investor and Synergy Buyer or Synergy for the Tag-Along Shares pursuant to a transaction contemplated by this Section 4.04(a), shall be equal to Tag-Along Price (as defined in case of health reasonsSection 4.04(b)). If the Synergy Change in Control Transaction does not close, the expert must be a member of the Czech Medical Association (in Czech: Česká lékařská xxxxxx); and termination for cause means the termination of the Professional Relationship in circumstances where (i) the Founder has committed a material breach12 of the Professional Relationship and failed to remedy such breach within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (ii) the Founder has been convicted in any court or administrative proceedings for any serious misconduct or criminal offence with respect to the Company or in connection with its Business, or (iii) the Founder has caused material damage to the Company exceeding [Alternative 1: [CZK/EUR] [insert amount] / Alternative 2: [insert number]% of its yearly turnover]13 and failed to compensate the Company for such damage within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (iv) the Founder has lost his/her legal capacity to perform the Professional Relationship notice provided pursuant to this Section 4.04(a) shall be deemed to have been withdrawn and the conditions stipulated in the Business Corporations Act or the Civil Code, including recall from the office by a competent court or (v) a competent court resolves on the insolvency (in Czech: úpadek) of the Founder. Bad Leaver’s obligation to Transfer the Shares If a Founder becomes a Bad Leaver, the [Alternative 1: Investors on a pro rata basis to their Shares or in any other proportion as may be agreed between the Investors / Alternative 2: all the other Shareholders on a pro rata basis to their Shares or in any other proportion as may be agreed between such Shareholders] (the Entitled Acquirercomply with this Section 4.04(a) shall have the right to acquire all Shares from such Founder either for [CZK/EUR] [1] or for the purchase price determined by the Entitled Acquirer (which may not exceed the aggregate nominal value of such Shares), as elected by the Entitled Acquirer. If there are more parties acting as the Entitled Acquirer, they will decide on procedural steps and price(s) under this Clause 10 with the Investor Majority and will appoint a representative among them who will act on their behalf continue in procedural steps (e.g. sending notices) under this Clause 10. Definition of a Good Leaver A Founder becomes a “Good Leaver” if the Founder’s Professional Relationship is terminated during the Vesting Period in circumstances where the Founder is not a Bad Leavereffect.

Tag-Along Right. If (a) Subject to Article 2 of the Share Rights Agreement, in the event that Synergy intends to effect a Founder wishes transaction that would constitute a Synergy Change in Control (a “Synergy Change in Control Transaction”), Synergy shall provide to Transfer Kingsland written notice of its Share or a part thereofintention to enter into such Synergy Change in Control Transaction, including if which notice shall set forth (i) the name and address of the Person with whom Synergy is entering into such Transfer has been subject to ROFR, such Founder shall give a notice Synergy Change in writing Control Transaction (the Tag Notice“Synergy Buyer”) to all other shareholders at least 30 days before and (ii) the proposed completion of value ascribed for the Transfer transactionCommon Shares in connection with such Synergy Change in Control Transaction. The other Shareholders shall have the tag along right pursuant to this Clause 9. The Tag Notice must state the name of the Buyer, the nominal value of the Sale Share, the Transfer Price and the transferring Founder’s address (or e-mail address) where applications for exercising the tag-along right should be sent. Within 15 days from the day of Upon receipt of the Tag Noticesuch notice, the other Shareholders then Kingsland shall have the right to require the transferring Founder to procure that the other Shareholders are entitled to, within thirty (30) days, irrevocably elect to sell a pro rata all, but not less than all, of the Kingsland Group’s Common Shares (in relation the “Tag-Along Shares”) to the Share or a part thereof Synergy Buyer or, if the Synergy Buyer fails to be transferred by purchase such shares, to Synergy; provided, however, that prior the transferring Founder) portion of their Shares to the Buyer simultaneously with the transferred Share or a part thereof tenth anniversary of the transferring Founder at date hereof, Kingsland may not exercise such right unless the same terms price per Common Share exceeds US$1.5625 (as adjusted for the occurrence of any Adjustment Event). Failure by Kingsland to make an election pursuant to this Section 4.04(a) within the 30-day election period shall constitute an election to decline to sell pursuant to this Section 4.04(a). If Kingsland elects not to sell the Tag-Along Shares pursuant to this Section 4.04(a), the Synergy Buyer shall be required to execute and conditions deliver an Accession Agreement that has the effect of such transfer (including price making this Agreement a legal, valid and binding obligation of the form of considerationSynergy Buyer enforceable against it in accordance with its terms. If Kingsland elects to sell the Tag-Along Shares pursuant to this Section 4.04(a) (the date on which Kingsland delivers notice to Synergy of such election, the “Kingsland Election Date”), (i) Synergy shall cause the Synergy Buyer to purchase all of the Tag-along Transaction). If any Shareholder exercises its tagAlong Shares at the closing of the Synergy Change in Control Transaction and if the Synergy Buyer fails to do so and the closing of the Synergy Change in Control Transaction occurs, then Synergy (or, if the reason that the purchase of the Tag-along right Along Shares has not been completed is due to the ongoing valuation procedures in accordance with the aboveSection 4.04(c), the transferring Founder is entitled Synergy Buyer if the Synergy Buyer confirms in writing its obligation to Transfer the Sale Share to the Buyer only on the condition that the Buyer at the same time purchases from each Investor that has exercised its tag-along right the Share with such nominal value that such Investor has indicated in its application and make such purchase is made on terms no less favourable than those applicable to the transferring Founder. Each Shareholder exercising the tag-along right shall give representations and warranties which are equivalent to those given by the transferring Founder. Reverse Vesting, Good Leaver and Bad Leaver9 Vesting Period The “Vesting Period” for Founders’ Shares in accordance with this Section 4.04) shall be [TO BE COMPLETED]10 years from obligated to purchase the Effective Date. [25%] of Founders’ Shares shall vest on the first anniversary of the Effective Date. The remaining [75%] shall vest monthly in equal instalments over the following [THE REMAINING PERIOD TO BE COMPLETED] years. Definition of a Bad Leaver A Founder becomes a “Bad Leaver” if the Founder voluntarily resigns or the Founder’s Professional Relationship is terminated for causeTag-Along Shares, in each case during the Vesting Period, unless the Company, with the Investor Majority’s Consent, determines that, irrespective of the above, the Founder is not a Bad Leaver. For the above purpose: voluntary resignation means the unilateral termination of the Professional Relationship by the Founder which is not caused by (i) the Company’s material breach11 of the Professional Relationship, provided that such breach is not caused by the respective Founder acting in the capacity of the Company’s Executive Director or and (ii) the Founder’s death or inability Kingsland Group shall take all lawful action reasonably requested by the Synergy Buyer to perform duties due complete the Sale contemplated by the Synergy Change in Control Transaction, including the surrender to health reasons or similar serious reasons occurring independent the Synergy Buyer of any stock certificates representing such shares properly endorsed for transfer to the Synergy Buyer against payment of the Founder’s will preventing him/her from fully performing sale price for such shares, and if so reasonably requested by the Professional Relationship for a period Synergy Buyer, the execution of at least six months. An independent all sale and reputable expert must verify other agreements in the existence form requested; provided that the Kingsland Group shall not be required to make any representation, warranty, or commitment in any such agreement except representations and warranties as to their power and authority to Transfer such shares free and clear of all Liens, their unencumbered title to such shares, and the absence of any litigation, Laws or agreements which would impede the Transfer of such reason under paragraph (b) hereofshares. The expert will consideration to be chosen paid to the Kingsland Group by either the Investor and Synergy Buyer or Synergy for the Tag-Along Shares pursuant to a transaction contemplated by this Section 4.04(a), shall be equal to Tag-Along Price (as defined in case of health reasonsSection 4.04(b)). If the Synergy Change in Control Transaction does not close, the expert must be a member of the Czech Medical Association (in Czech: Česká lékařská xxxxxx); and termination for cause means the termination of the Professional Relationship in circumstances where (i) the Founder has committed a material breach12 of the Professional Relationship and failed to remedy such breach within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (ii) the Founder has been convicted in any court or administrative proceedings for any serious misconduct or criminal offence with respect to the Company or in connection with its Business, or (iii) the Founder has caused material damage to the Company exceeding [Alternative 1: [CZK/EUR] [insert amount] / Alternative 2: [insert number]% of its yearly turnover]13 and failed to compensate the Company for such damage within [30 days] as of making a relevant request by the Company or any of the other Shareholders or (iv) the Founder has lost his/her legal capacity to perform the Professional Relationship notice provided pursuant to this Section 4.04(a) shall be deemed to have been withdrawn and the conditions stipulated in the Business Corporations Act or the Civil Code, including recall from the office by a competent court or (v) a competent court resolves on the insolvency (in Czech: úpadek) of the Founder. Bad Leaver’s obligation to Transfer the Shares If a Founder becomes a Bad Leaver, the [Alternative 1: Investors on a pro rata basis to their Shares or in any other proportion as may be agreed between the Investors / Alternative 2: all the other Shareholders on a pro rata basis to their Shares or in any other proportion as may be agreed between such Shareholders] (the Entitled Acquirercomply with this Section 4.04(a) shall have the right to acquire all Shares from such Founder either for [CZK/EUR] [1] or for the purchase price determined by the Entitled Acquirer (which may not exceed the aggregate nominal value of such Shares), as elected by the Entitled Acquirer. If there are more parties acting as the Entitled Acquirer, they will decide on procedural steps and price(s) under this Clause 10 with the Investor Majority and will appoint a representative among them who will act on their behalf continue in procedural steps (e.g. sending notices) under this Clause 10. Definition of a Good Leaver A Founder becomes a “Good Leaver” if the Founder’s Professional Relationship is terminated during the Vesting Period in circumstances where the Founder is not a Bad Leavereffect.