Common use of Tag-Along Rights Clause in Contracts

Tag-Along Rights. (i) If, at any time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offer. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. (i) IfSubject to paragraph (iv) of this Section 4(b), at any time, if one or more Shareholders Majority Stockholder or its Permitted Transferee proposes to transfer, prior to the Agreement Termination Date, its direct or indirect pecuniary interest (as defined in Rule 16a-1 under the Exchange Act) in any Shares of Common Stock (including through the disposition of interests in LVB LLC) to a Purchaser (other than a Permitted Transferee), other than a transfer through an Initial Public Offering or any secondary registered equity offering, then the Majority Stockholder or his or her Permitted Transferee (hereinafter referred to as a “Selling Stockholder”) shall give written notice of such proposed transfer to the Management Stockholder or Transferee (the “Selling ShareholdersStockholder’s Notice”) propose to Transfer to any Person or group of Persons at least thirty (the “Proposed Purchaser”30) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date consummation of such proposed for such saletransfer, the Selling Shareholders and shall give provide notice to the Company, which shall provide a copy to each all other Shareholder with a notice stockholders of the proposed TransferCompany to whom the Majority Stockholder has granted similar “tag-along” rights (such stockholders together with the Management Stockholder or Transferee, stating such Selling Shareholders’ intent referred to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (herein as the “Purchase OfferOther Stockholders”) setting forth the proposed material terms and conditions of such Transfer (including price per Share). Each other Shareholder . (ii) The Management Stockholder or Transferee shall have the right to Transfer elect, by delivery of written notice to the Proposed Purchaser Majority Stockholder within twenty (20) days from delivery of the Selling Stockholder’s Notice, to sell to the proposed Transferee a number of its Shares of Common Shares equal Stock, not to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to exceed the product of (A) the total number of Shares, including any shares of Common Shares Stock underlying vested Options (or options that would become vested in connection with the proposed to be Transferred transfer), owned by the Selling Shareholders multiplied by Management Stockholder or Transferee and (B) a fraction, the numerator of which is the aggregate number of Shares of Common Shares then owned by Stock in which the Majority Stockholder has a pecuniary interest that such Shareholder Majority Stockholder has proposed to be transferred, and the denominator of which is the total aggregate number of Shares of Common Shares then outstanding Stock in which the Majority Stockholder has a pecuniary interest (assuming, for purposes of all calculations of outstanding Common Shares in this clause (ithe Management Stockholder’s or Transferee’s “Pro Rata Amount”), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms and conditions (including price per share of Common Stock) as those provided agreed to by the Proposed Purchaser Selling Stockholder. In the event that the Transferee does not wish to acquire all of the Shares offered by the Management Stockholder or Transferee, the number of Shares of Common Stock to be purchased by such Transferee shall be allocated pro rata among the Majority Stockholders and the Other Stockholders in accordance with the number of Shares of Common Stock and Shares underlying vested Options that each such stockholder elected to transfer to the Selling Shareholders as specified in the Purchase OfferTransferee. (iii) Notwithstanding the foregoing, In order to be entitled to exercise its rights pursuant to this Section 2(b4(b), the Management Stockholder or Transferee must agree to make to the proposed Purchaser representations, warranties, covenants, indemnities and agreements comparable to those made by the Selling Stockholder in connection with the proposed transfer and agree to the same conditions to the proposed transfer as the Selling Stockholder agrees, it being understood that all such representation, warranties, covenants, indemnities and agreements shall be made by the Selling Stockholder, the Management Stockholder or Transferee and any Other Stockholder exercising similar tag-along rights severally and not jointly provided that the Selling Stockholder shall not be required to agree to any additional non-compete or similar restrictions in connection with the sale. The Selling Stockholder, the Management Stockholder or Transferee and any Other Stockholder who exercises similar tag-along rights each shall be responsible for its proportionate share of the costs of the proposed Transfer to the extent not paid or reimbursed by the proposed Purchaser or the Company. (iv) In connection with the exercise of its tag-along rights under paragraph (ii) of this Section 4(b), or its transfer rights under Section 3(a)(iii), if the Management Stockholder or Transferee desires to exercise vested Options to acquire up to the number of Shares the Management Stockholder or Transferee is permitted to sell pursuant to the exercise of its tag-along rights under paragraph (ii) of this Section 4(b), or its transfer rights under Section 3(a)(iii), the Company will permit the Management Stockholder or Transferee, to the extent permitted under the Plan, to exercise any such vested Options through net-physical settlement (net of the applicable exercise price and applicable withholding taxes) if the Company’s independent auditors determine that net-physical settlement of any such Options would not produce less-favorable accounting consequences for the Company than if the Management Stockholder or Transferee paid the exercise price for any such vested Options in cash. (v) Notwithstanding anything to the contrary contained herein, the provisions of this Section 4(b) shall not apply during the period from the Effective Time through the first anniversary of the Effective Time to any Transfer permitted sale or transfer by a Majority Stockholder of its pecuniary interest in any Shares of Common Stock (orincluding through the disposition of interests in LVB LLC) for a price that is equal to or less than the Fair Market Value of such Share of Common Stock as of the Effective Time unless and until the Majority Stockholder, after giving effect to the proposed sale or transfer, shall have sold or transferred in the event that such provisions shall have terminated aggregate (other than to Permitted Transferees or to officers, employees or directors of, or consultants to, the Company or any of its subsidiaries) its pecuniary interest in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) Shares of Common Stock representing 15.0% or more of the first sentence Shares of Section 2(a) hereofCommon Stock in which the Majority Stockholder collectively had a pecuniary interest as of the Effective Time.

Tag-Along Rights. (i) If, at any timetime on or prior to December 31, one or more Shareholders 1999, the Purchaser intends to sell (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) "Sale"), in any a single transaction or a series of related transactions transactions, more than 25% of shares of Company Common Stock it beneficially owns other than (i) to any of its Affiliates who agree to be bound by this Merger Agreement, (ii) pursuant to a number of Common Shares equal to (x) prior public offering pursuant to an Initial Public Offeringeffective registration statement under the Securities Act of 1933, 5% as amended (the "Securities Act") or more (iii) pursuant to a merger or similar acquisition transaction, in which all the Company Common Stock is acquired, the Purchaser shall notify all other stockholders of the then outstanding Common SharesCompany (the "Public Stockholders"), in writing, of such proposed Sale and its terms and conditions. Within twenty (y20) following an Initial Public Offering, 10% or more business days of the then outstanding Common Sharesdate of such notice, each Public Stockholder shall notify the Selling Shareholders shall afford each other Shareholder the opportunity Purchaser if it elects to participate proportionately in such Transfer in accordance with this Section 2(b)Sale. At least 20 days prior Any Public Stockholder that fails to notify the date proposed for Purchaser within such sale, the Selling Shareholders shall give notice twenty (20) business day period will be deemed to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”)have waived its rights hereunder. Each other Shareholder Public Stockholder that so notifies the Purchaser shall have the right to Transfer sell, at the same price and on the same terms and conditions as the Purchaser, an amount of shares of Company Common Stock equal to the Proposed Purchaser a number of shares of Company Common Shares equal Stock the third party actually proposes to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders purchase multiplied by (B) a fraction, the numerator of which is shall be the number of shares of Company Common Shares then Stock issued and owned by such Shareholder Public Stockholder and the denominator of which is shall be the total aggregate number of shares of Company Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares Stock issued and owned by the Purchaser and each Public Stockholder exercising its rights under this Section 8.1. Notwithstanding anything contained in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offer. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or8.1, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) all or a portion of the first sentence purchase price consists of Section 2(asecurities and the sale of such securities to the Public Stockholders would require either a registration under the Securities Act, or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) hereofor a similar provision of any state securities law, then, at the option of the Purchaser, any one or more of the Public Stockholders may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by unanimous vote of the Board of Directors of the Company.

Tag-Along Rights. In the event that at any time Xxxxx (or an Affiliate (other than the Company and its Subsidiaries) thereof holding Interests) proposes to Transfer Interests in the Company, other than any Transfer to an Affiliate of Xxxxx, Xxxxx shall give each Investor Member and Management Member written notice of such proposed Transfer. Each Management Member and Investor Member shall then have the right (the “Tag-Along Right”), exercisable by written notice to Xxxxx within 30 days following delivery of the notice referred to in the foregoing sentence, to participate pro rata in such sale by selling a pro rata portion of such Management Member’s and Investor Member’s Interests on substantially the same (and no less favorable) terms (including with respect to representations, warranties and indemnification) as the selling Xxxxx Member, provided, however, that any representations and warranties relating specifically to any Member shall only be made by that Member and any indemnification provided by the Members (other than in respect of representations and warranties relating to any such Shareholder’s title to or ownership of the Interests being sold by such Shareholder in the Proposed Sale and such holder’s authority, power and right to enter into and consummate such transaction without violating any other agreement or legal requirement) shall be based on the proceeds to be received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser; provided, further, however, that, (i) Ifin respect of consideration received by the Management Members, at any time, one or more Shareholders if a majority (the “Selling Shareholders”based on ownership of participating Interests) propose to Transfer to any Person or group of Persons participating Management Members consent (the “Proposed Purchaser”ii) in any transaction respect of consideration received by the Parthenon Members, with a Parthenon Members’ consent, or series (iii) in respect of related transactions consideration received by the Investor Members (other than the Parthenon Members), if a number majority (based on ownership of Common Shares equal to participating Interests) of participating Investor Members (xother than the Parthenon Members) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Sharesconsent, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount form of consideration to be paid for such Common Shares and received by Xxxxx or any Kelso Member in connection with the name proposed sale may be different from that received by the Management Members and/or the Investor Members so long as the value of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed consideration to be Transferred received by Xxxxx or any Kelso Member is the same or less than what they would have received had they received the same form of consideration as the Management Members and/or Investor Members (as reasonably determined by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares Board in this clause (i), the exercise of all then outstanding Warrantsgood faith). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offer. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. (ia) IfIf any of the Washington Parties or the Tiger Parties elects to Transfer through a sale any of the Common Shares owned by such Shareholders (such Common Shares desired to be so Transferred, at any timethe “Transferor Shares” and the Shareholder electing to sell, the “Selling Shareholder”) to one or more third parties (a “Tag-Along Buyer,” which may include buyers in open market transactions), then, at least five (5) Business Days prior to the date upon which the Selling Shareholder intends to consummate such Transfer, the Selling Shareholder shall give written notice thereof, which notice shall set forth the consideration to be paid by the Tag-Along Buyer, the identity of the Tag-Along Buyer if then identified and the other material terms and conditions of such transaction (such notice, the “Transferor Notice,” which notice may be given at the same time as a ROFO Offer pursuant to Section 3.03), to the Tiger Representative (if the Selling Shareholder is a Washington Party) or to the Washington Representative (if the Selling Shareholder is a Tiger Party). The Representative receiving such notice shall promptly provide a copy of such notice to the Shareholders for which such Representative acts as Representative (the Shareholder Group represented by such Representative, the “Tag-Along Participants”). The Tag-Along Participants shall have the right (the “Selling ShareholdersTag-Along Right”) propose to Transfer sell to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a Tag-Along Buyer, at such Tag-Along Participants’ option, up to such number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of that is determined by multiplying the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the aggregate number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred owned by the Selling Shareholders multiplied Tag-Along Participants by (B) a fraction, the numerator of which is Transferor Shares being Transferred in the number of Common Shares then owned by such Shareholder transaction and the denominator of which is the total aggregate number of Common Shares then outstanding owned by all of the Shareholders at that time (assumingthe “Ratable Percentage Share”), for purposes on the same terms and conditions and at the same price and consideration (including class of equity and substantially the same rights) as are applicable to the Transferor Shares, and the Selling Shareholder may only sell to the Tag-Along Buyer the balance of the Transferor Shares concurrently with the sale of any shares being sold by the Tag-Along Participants. The Tag-Along Participants shall have five (5) Business Days following receipt of the Transferor Notice to elect to sell all calculations or a portion of outstanding their Ratable Percentage Share of the Transferor Shares by delivering a written notice of such election (the “Tag-Along Notice”) to the Selling Shareholder. The Washington Parties or the Tiger Parties, as applicable, will determine and allocate among themselves which Shareholder or Shareholders among the Tag-Along Participants will sell its Common Shares (the “Tag-Along Participant Shares” and those Tag-Along Participants participating in this clause (ithe sale, the “Tag-Along Sellers”), and such determination and allocation must be included in any Tag-Along Notice. The failure of the exercise Tag-Along Participants to deliver a Tag-Along Notice within such five (5) Business Day period shall be deemed to constitute a waiver of all then outstanding Warrants)such Tag-Along Participants’ Tag-Along Right with respect to such Transfer. (iib) Each Shareholder Tag-Along Seller shall have 10 days from take such actions as reasonably necessary to consummate the receipt of applicable transaction, including, without limitation, to execute and deliver a definitive purchase and sale (or other similar) agreement, in substantially the Purchase Offer in which to accept such Purchase Offer by written notice to same form and substance as the Selling Shareholders. Contemporaneously with the sale definitive agreement executed and delivered by the Selling Shareholder; provided, that (A) the representations and warranties relating specifically to a Shareholder participating in the transaction shall be made only by such Shareholder and any indemnification provided by any Shareholder participating in the transaction with respect to the Company, if any, shall be based on the shares being Transferred by each of them vis a vis all of the shares in the Company being Transferred in the transaction, on a pro-rata basis and not on a joint and several basis, (B) no Shareholder shall be required to provide any indemnity in such transaction that provides for liability to such Shareholder in excess of the amount of proceeds actually received by such Shareholder in such transaction, (C) each of the Shareholders participating in the transaction shall bear its pro rata share of the costs of the transactions based on the net proceeds to be received by each such person in connection with the transaction to the extent such costs are incurred for the benefit of persons selling shares in the transaction and are not paid by the Tag-Along Buyer, and (D) certain Shareholders, each other by reason of the number of shares they are acquiring in a transaction, may benefit from certain board representation rights, that the Tag Along Seller may not benefit from because it is acquiring fewer shares. (c) The Selling Shareholder so electing to participate shalland, on if they have timely and properly exercised their Tag-Along Rights, the Tag-Along Sellers, shall have sixty (60) days following the date of the closing, sell the Common Shares indicated Transferor Notice in its written notice for the same consideration and which to consummate a transaction subject to this Section 3.04 on the same terms as those provided by set forth in the Proposed Purchaser Transferor Notice (which 60-day period shall be extended for a reasonable time to the extent reasonably necessary to obtain any regulatory approvals or if necessary to enable the Selling Shareholders Shareholder and any other Shareholder as specified an insider of the Company to engage in a transaction in the Purchase Offersecurities of the Company). If at the end of such period, the Selling Shareholder has not completed the transaction other than as a result of any action or inaction by a Shareholder in breach of this Agreement, the Selling Shareholder may not then effect a transaction subject to this Section 3.04 without again fully complying with the provisions of this Section 3.04. (iiid) Notwithstanding the foregoing, Tag-Along Right set forth in this Section 2(b3.04, each of Tiger and Washington may each sell up to a maximum of 500,000 Common Shares in aggregate per calendar year (such 500,000 is subject to adjustment for stock splits, stock combinations, stock dividends, and similar events) pursuant to 144A or other open market share sales permitted by the Securities and Exchange Commission and Company policy, in each case without complying with the provisions of this Section 3.04 or the provisions of Section 3.03 and without being in violation of the provisions of Section 3.01. (e) The provisions of this Section 3.04 shall not apply to any Transfer permitted (orsale of Common Shares that a Shareholder makes in compliance with the provisions of Section 3.03 in circumstances where ROFR Purchaser(s) are purchasing the Common Shares pursuant to the ROFR Offer. For the avoidance of doubt, the Transferor Notice and the Offering Shareholder Notice may be delivered simultaneously, and, subject to the preceding sentence, any transfer pursuant to this Section 3.04 must also be in the event that such provisions shall have terminated in accordance compliance with Section 10 hereof3.03. (f) In any sale of Common Shares pursuant to this Section 3.04, that would have been permitted) by subsections (iii) through (viii) including without limitation pursuant to Section 3.04(a), the purchaser of such Common Shares shall take the first sentence Common Shares so purchased free and clear of Section 2(a) hereofthis Agreement and its provisions and restrictions.

Tag-Along Rights. (i) If, If at any timetime following the Closing any of the Seller, one the Trustee or any Grantor (a "Selling Shareholder") proposes to sell, transfer or dispose of fifteen million (15,000,000) or more Shareholders shares of such Common Stock (as adjusted to reflect any stock split, combination, reclassification or change of the “Selling Shareholders”Common Stock after the Closing) propose to Transfer to any Person held or group of Persons controlled directly or indirectly by such person in a single bona fide arm's length transaction (the “Proposed Purchaser”) in any transaction or a series of related transactions in any twenty-four (24) month period) to one or more third parties, the following rights shall apply: Not later than thirty (30) days prior to proposed closing of such Transaction, such Selling Shareholder shall deliver to each Purchaser a notice of intention to sell (a "Tag-Along Notice"), setting forth the number of shares of Common Stock proposed to be sold (the "Subject Shares") and all terms and conditions of such proposed sale. The Selling Shareholder shall offer to include in such proposed sale, on the same terms and conditions (provided that no Purchaser shall be required to make any representation or warranty in respect of such sale other than as to its ownership thereof and authority to enter into such transaction), a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number shares of Common Shares proposed to be transferred, the kind and amount Stock of consideration to be paid for such Common Shares and the name of the Proposed each Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) Purchaser's pro rata percentage of the total number issued and outstanding shares of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator Stock as of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided Tag-Along Notice multiplied by the Proposed number of Subject Shares. Each Purchaser shall notify the Selling Shareholder of its election to participate in such transaction and the number of shares of Common Stock to be included therein not later than 20 days following receipt of the Tag-Along Notice. The number of Subject Shares shall be reduced by the number of shares of Common Stock of each Purchaser to be included in such transaction. Each party hereto shall use its commercially reasonable efforts to cause the Selling Shareholders as specified in the Purchase Offer. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) prompt consummation of the first sentence of Section 2(a) hereoftransactions contemplated by this section.

Tag-Along Rights. (a) Notwithstanding anything in this Agreement to the contrary, except in the case of (i) Iftransfers by Capricorn to a Permitted Transferee referred to in Section 3.3(a) hereof, at (ii) transactions where Drag-Along Rights are exercised pursuant to Section 4.4 hereof and (iii) sales pursuant to Section 5 hereof, Capricorn shall refrain from effecting any timetransfer of the Common Stock unless, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Sharesconsummation thereof, the Selling other Shareholders shall afford each other Shareholder have been afforded the opportunity to participate proportionately join in such Transfer sale on the basis provided for in accordance with this Section 2(b). At least 20 days prior 4.5. (b) Prior to consummation of such proposed transfer, Capricorn shall cause the date proposed for person or group that proposes to acquire such saleshares (the "Proposed Purchaser") to offer in writing (the "Purchase Offer") to purchase shares of Common Stock owned by the other Shareholders, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, that the number of shares of such Common Shares Stock so offered to be purchased from the other Shareholders shall be equal to the product obtained by multiplying the aggregate number of shares of Common Stock proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of purchased by the Proposed Purchaser (by such other Shareholder's Pro Rata Portion. If the “Purchase Offer”). Each Offer is accepted by any other Shareholder shall have Shareholder, then the right number of shares of Common Stock to Transfer be sold to the Proposed Purchaser a by Capricorn, shall be reduced by the aggregate number of shares of Common Shares equal Stock to be purchased by the Proposed Purchaser from such Shareholder’s Allotmentother Shareholder pursuant thereto. Such Shareholder’s “Allotment” purchase shall be equal made on the same terms and conditions as the Proposed Purchaser shall have offered to (A) the total number purchase shares of Common Shares proposed Stock to be Transferred sold by Capricorn (net, in the case of any options, warrants or rights, of any amounts required to be paid by the Selling holder upon exercise thereof). The other Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 20 days from the date of receipt of the Purchase Offer in during which to accept such Purchase Offer by written notice to Offer, and the Selling Shareholders. Contemporaneously with closing of such purchase shall occur within 30 days after such acceptance or at such other time as the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration Shareholders and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offermay agree. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. (ia) IfExcept for Permitted Transfers, if HEH, at any time or from time to time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any a single transaction or series of related transactions occurring within a number of Common Shares equal six-month period, or within a longer period if pursuant to (x) prior a single agreement, proposes to an Initial Public Offering, 5Transfer 20% or more of the outstanding shares of Company Common Stock (a "Tag-Along Sale"), then outstanding Common Shareseach Minority Stockholder shall have the right, and (y) following an Initial Public Offeringbut not the obligation, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, Tag-Along Sale by selling the number of shares of Company Common Shares proposed Stock owned by it as calculated in the following manner. Such shares of Company Common Stock that were acquired by the Minority Stockholders pursuant to the Contribution Agreement and that are owned by the Minority Stockholders or their Affiliates which are Parties to this Agreement are hereinafter referred to as the "Stockholders' Shares"; provided, however that shares of Company Common Stock transferred from another Stockholder to a Minority Stockholder or its Affiliates (other than an Affiliate of such transferring Stockholder) shall not be deemed to be transferred, the kind and amount Stockholders' Shares. The maximum number of consideration shares of Company Common Stock that each Minority Stockholder shall be entitled to be paid for include in such Common Shares and the name of the Proposed Purchaser Tag-Along Sale (the “Purchase Offer”). Each other Shareholder "Shares Allotment") shall have equal the right to Transfer to the Proposed Purchaser a number product of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (Ai) the total number of shares of Company Common Shares Stock proposed to be Transferred by pursuant to the Selling Shareholders Tag-Along Sale or such greater number of shares that the proposed purchaser in the Tag-Along Sale shall agree to purchase or otherwise acquire multiplied by (Bii) a fraction, the numerator of which is shall equal the number of Common Stockholders' Shares then owned by such Shareholder Minority Stockholder and its Affiliates which are parties to this Agreement on the date of the Sale Notice and the denominator of which is shall equal the total sum of (A) the number of shares of Company Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer Stock owned by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, HEH and its Affiliates on the date of the closingSale Notice plus the number of Stockholders' Shares owned by all Minority Stockholders and their Affiliates which are parties to this Agreement on the date of the Sale Notice, sell without duplication. (b) Any such sales by the Common Shares indicated in its written notice for the same consideration and Minority Stockholders shall be on the same terms and conditions as those provided the proposed Tag-Along Sale by HEH; provided, however that no participating Minority Stockholder shall be required to make any representation or warranty in connection with the Proposed Purchaser Tag-Along Sale, other than as to the Selling Shareholders enforceability of each agreement entered into in connection with such Tag-Along Sale with respect to the Minority Stockholder and its ownership and authority to sell, free of consent and approval requirements, liens, claims and encumbrances, the shares of Company Common Stock proposed to be sold by it. Each participating Minority Stockholder shall (and hereby agrees to), without limitation as specified to time, indemnify and hold harmless, to the full extent permitted by law, each of the other Stockholders against all losses, claims, damages, liabilities, costs (including costs of preparation) and expenses (including attorneys' fees and disbursements) arising out of or relating to any representation or warranty made by, or covenant of, such participating Minority Stockholder or any agent, employee, officer, or director of such participating Minority Stockholder in connection with or relating to or under the terms of each agreement entered into in connection with such Tag-Along Sale, except insofar as the same are based solely upon written information furnished in writing to such participating Minority Stockholder by such other Minority Stockholder expressly for use therein. (c) HEH shall promptly provide each of the Minority Stockholders with written notice (the "Sale Notice") not less than 15 days prior to the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date"). In order to facilitate the prompt delivery of the Sale Notice, the Company hereby covenants to provide HEH and the Minority Stockholders participating in a Tag-Along Sale access to the stock record books of the Company. Each Sale Notice shall set forth: (i) the name of each proposed transferee or purchaser of Company Common Stock in the Purchase Offer.Tag-Along Sale; (ii) the number of shares of Company Common Stock proposed to be Transferred by HEH and, if applicable, such greater number of shares that the proposed purchaser is willing to purchase in connection with the Tag-Along Sale; (iii) Notwithstanding the foregoing, this Section 2(bproposed amount and form of consideration to be paid for such shares of Company Common Stock and the material terms and conditions of payment offered by each proposed transferee or purchaser; (iv) shall not apply confirmation that the proposed purchaser or transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to any Transfer permitted (or, in the event that such provisions shall have terminated purchase shares of Company Common Stock in accordance with Section 10 the terms hereof; (v) such Minority Stockholder's Shares Allotment; and (vi) the Tag-Along Sale Date. Each Minority Stockholder who wishes to participate in the Tag-Along Sale shall provide written notice (or oral notice confirmed immediately in writing) (the "Tag-Along Notice") to HEH not less than seven days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Company Common Stock that such Minority Stockholder elects to include in the Tag-Along Sale, which shall not exceed such Minority Stockholder's Shares Allotment. HEH shall determine the aggregate number of shares of Company Common Stock to be sold by each participating Minority Stockholder in any given Tag-Along Sale in accordance with the terms hereof, that would and the Tag-Along Notices given by the Minority Stockholders shall constitute their binding agreements to sell such shares at the price and on the terms and conditions applicable to such sale. If a Tag-Along Notice is not received by HEH from a Minority Stockholder prior to the seven-day period specified above, HEH shall have been permitted) the right to Transfer the number of shares of Company Common Stock specified in the Sale Notice to the proposed purchaser or transferee without any participation by subsections (iii) through (viii) such Minority Stockholder, but only at a price and upon terms and conditions no more favorable to HEH than stated in such Sale Notice and only if such sale occurs on a date within 60 days of the first sentence of Section 2(a) hereofTag-Along Sale Date.

Tag-Along Rights. (i) IfPrior to the consummation of an underwritten public offering or the listing of the Company's Common Stock on a national securities exchange or the authorization for quotation of such Common Stock on the Nasdaq National Market, at any time, one in the event that a Permitted Holder or more Shareholders (the “Selling Shareholders”) Permitted Holders propose to Transfer to any Person sell or group of Persons (the “Proposed Purchaser”) otherwise transfer, directly or indirectly, in any a single transaction or a series of related transactions a number transactions, shares of the Company's Common Shares equal to (x) prior to an Initial Public Offering, 5Stock representing 25% or more of the aggregate number of shares of such Common Stock owned by such Permitted Holders on the date the transactions contemplated by the Merger Agreement are consummated (other than (i) sales in an bona fide public offering pursuant to an effective registration statement under the Securities Act, (ii) sales to the public pursuant to Rule 144 or any similar rule or rules then outstanding Common Sharesin effect, and (yc) following an Initial Public Offering, 10% transfers to the Company or one or more of its stockholders pursuant to a right of first refusal and (d) transfers to Affiliates of such Permitted Holders), such Permitted Holders shall give each holder of Warrants or Warrant Shares notice (the then outstanding "TAG-ALONG NOTICE") of the number of shares of Common Shares, Stock to be transferred and the Selling Shareholders shall afford each price and other Shareholder the opportunity terms on which such shares of Common Stock are to be transferred. Any Holder may elect to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide transfer (a copy to each other Shareholder with a "TAG-ALONG RIGHT") by giving notice of the proposed Transfer, stating such Selling Shareholders’ intent decision to make such sale, exercise the Tag-Along Right to the selling Permitted Holders within 10 Business Days of receipt of the Tag-Along Notice. The number of Warrants or Warrant Shares that any Holder electing to participate in a transfer shall be eligible to sell pursuant to the Tag-Along Right shall be that percentage of the aggregate number of shares of Common Shares proposed Stock to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares transferred equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, expressed as a percentage, the numerator of which is the total number of shares of Common Shares then owned Stock held by such Shareholder Holder assuming the exercise of all Warrants held by such Holder and the denominator of which is the total number of shares of Common Shares then outstanding (assumingStock held by all stockholders participating in such transfer, for purposes of all calculations of outstanding Common Shares in this clause (i)including the Permitted Holder or Permitted Holders and other Holders, assuming the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer Warrants held by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified Holders participating in the Purchase Offertransfer. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. 4.1. Subject to the other provisions contained herein, the disposal of shares ensuring the Power of Control of NET SERVIÇOS (ias defined in the Bylaws of NET SERVIÇOS) Ifby any Shareholder of the Agreement, at any timeonly may be contracted under the condition that the buyer undertakes to materialize, within no later than ninety (90) days, a public tender offer of shares of all other NET SERVIÇOS’ shareholders, so that to ensure them equal treatment to that given to the seller shareholder, as established and in compliance with the provisions applicable to the NET SERVIÇOS’ Bylaws. 4.2. In the event of disposal by one of the Shareholders of the Agreement or more Shareholders (of GB, titleholder of the “Selling Common Shares or GB Shares bound by this Shareholders”’ Agreement and the Shareholders’ Agreement of GB, of the totality of part of its Common Shares or GB Shares, the other Shareholders of the Agreement and the Shareholders of GB shall be entitled to require that the Shareholder of the Agreement or the Seller Shareholder of GB includes in the sale of its Common Shares and/or GB Shares, in same proportion of Common Shares and/or GB Shares sold by the referred Shareholder of the Agreement or Shareholder of GB, under same price and payment conditions, establishing that if the Common Shares and/or GB Shares exceed the number of shares the Proponent Shareholder intends to buy, the number of shares sold shall be reduced proportionally to each Seller Shareholder of the Agreement or Seller Shareholder of GB. The decision of including its shares in the disposal by the Seller Shareholder of the Agreement or seller Shareholder of GB shall be exercised, by means of notice to the seller, within same term set forth for the exercise of Preemptive Right, defined in Clause 3.3 hereof. 4.2.1 For the purposes of this Clause 4.2, the seller and the Shareholder(s) propose of the Agreement and Shareholder(s) of GB shall be entitled to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public OfferingProponent Shareholder, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such salejointly, the number of Common Shares proposed to be transferredor GB Shares, the kind and amount of consideration to be paid for such Common Shares and the name in case of the Proposed Purchaser (latter, indistinctly and regardless of type, calculated in conformity with the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants)Adjusted Interest. (ii) Each Shareholder shall have 10 days from the receipt 4.2.2 The provisions of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offer. (iii) Notwithstanding the foregoing, this Section 2(b) Clause 4.2 shall not apply in case of Transfers made pursuant to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) Clause 7 of the first sentence Shareholders’ Agreement of Section 2(a) hereofGB.

Tag-Along Rights. (i) If, at any timetime after the restrictions of Section 2.01 expire, one or more Shareholders a Shareholder proposes to sell Common Stock for value (the “Selling Shareholders”"Transferor") propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”other than a transferee in a Transfer permitted by Section 2.02) in any one transaction or a series of related transactions transactions, then such Transferor shall offer (the "Participation Offer") to include in the proposed sale a number of shares of Common Shares Stock designated by any of the other Shareholders not to exceed, in respect of any such Shareholder, the number of shares equal to the product of (xi) prior the aggregate number of shares to an Initial Public Offeringbe sold to the proposed transferee and (ii) the Shareholder's respective KCI Percentage; provided that if the consideration to be received includes any securities, 5% or more only Shareholders that are Accredited Investors (as defined below) shall be entitled to include their shares in such sale (but, in such case, each Shareholder shall be entitled to include in such sale a number of its shares, without duplication, equal to the number of shares held by its Affiliates that are excluded from sale by the operation of this proviso). The Transferor shall give written notice to each Shareholder of the then outstanding Common Shares, and Participation Offer (ythe "Transferor's Notice") following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At at least 20 twenty (20) days prior to the date proposed for such sale, the Selling Shareholders . The Transferor's Notice shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of specify the proposed Transfer, stating such Selling Shareholders’ intent to make such saletransferee, the number of Common Shares proposed shares to be transferredsold to such transferee, the kind amount and amount type of consideration to be paid for such Common Shares received therefor, and the name of place and date on which the Proposed Purchaser (the “Purchase Offer”)sale is to be consummated. Each other Shareholder shall have the right that wishes to Transfer to the Proposed Purchaser a number include shares of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) Stock in the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares sale in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously accordance with the sale by terms of this Section 2.03 shall so notify the Selling Shareholders, each other Shareholder so electing to participate shall, on Transferor not more than ten (10) days after the date of the closing, sell Transferor's Notice. The Participation Offer shall be conditioned upon the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser Transferor's sale of shares pursuant to the Selling Shareholders as specified transactions contemplated in the Purchase Offer. (iii) Notwithstanding Transferor's Notice with the foregoing, this Section 2(b) shall not apply to transferee named therein. If any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.Shareholder accepts the

Tag-Along Rights. (a) If any Shareholder proposes to sell or transfer any shares of Common Stock or Preferred Stock owned by such Shareholder ("Stock") in one or more related transactions which will result in (i) If, at any time, one the transfer of five percent (5%) or more Shareholders shares of Stock held by such Shareholder or (ii) the transferee of such shares increasing its ownership from less than five percent (5%) to more than five percent (5%) of the Common Stock of the Company then outstanding (taking into account any Preferred Stock held by such transferee which is convertible into Common Stock), then such Shareholder shall promptly give written notice (the “Selling Shareholders”"Notice") propose to Transfer to any Person or group of Persons the Company and each Purchaser at least twenty (the “Proposed Purchaser”20) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for closing of such sale, the Selling Shareholders sale or transfer. The Notice shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of describe in reasonable detail the proposed Transfersale or transfer including, stating such Selling Shareholders’ intent to make such salewithout limitation, the number of Common Shares proposed shares of Stock to be sold or transferred, the kind and amount nature of such sale or transfer, the consideration to be paid for such Common Shares paid, and the name and address of each prospective purchaser or transferee. In the Proposed event that the sale or transfer is being made pursuant to the provisions of Section 7.2(a) or 7.2(b) hereof, the Notice shall state under which paragraph the sale or transfer is being made. (b) Each Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right, exercisable upon written notice to such Shareholder within fifteen (15) days after receipt of the Notice, to participate in such sale of Stock on the same terms and conditions. To the extent that a Purchaser exercises such right to Transfer of participation in accordance with the terms and conditions set forth below, the number of shares of Stock that the Shareholder may sell in the transaction shall be correspondingly reduced. (c) Each Purchaser may sell all or any part of that number of shares of Stock equal to the Proposed Purchaser a product obtained by multiplying (i) the aggregate number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number shares of Common Shares proposed to be Transferred Stock and Preferred Stock (on a fully converted basis) covered by the Selling Shareholders multiplied Notice by (Bii) a fraction, fraction the numerator of which is the number of shares of Common Shares then Stock and Preferred Stock (on a fully converted basis) owned by the Purchaser at the time of the sale or transfer (including any shares of Common Stock acquired by the Purchaser after receipt of the notice and prior to the time of such Shareholder sale or transfer) and the denominator of which is the total number of shares of Common Shares then outstanding Stock and Preferred Stock (assuming, for purposes on a fully converted basis) owned by the Shareholder and Purchaser at the time of all calculations the sale or transfer (including any shares of outstanding Common Shares in this clause (i), Stock acquired by Purchaser after receipt of the exercise notice and prior to the time of all then outstanding Warrantssuch sale or transfer). (iid) Each Shareholder Purchaser shall have 10 days from the receipt of the Purchase Offer effect its participation in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by promptly delivering to such Shareholder for transfer to the Selling Shareholdersprospective purchaser one or more certificates, each other properly endorsed for transfer, which represent the number of shares of stock which the Purchaser elects to sell. (e) The stock certificate or certificates that a Purchaser delivers to such Shareholder so electing pursuant to participate shall, on Section 7.1(d) shall be transferred to the date prospective purchaser in consummation of the closing, sell sale of the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser Stock pursuant to the Selling Shareholders as terms and conditions specified in the Purchase OfferNotice, and such Shareholder shall concurrently therewith remit to the Purchaser that portion of the sale proceeds to which the Purchaser is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from the Purchaser, such Shareholder shall not sell to such prospective purchaser or purchasers any Stock unless and until, simultaneously with such sale, such prospective purchaser or purchasers shall purchase such shares or other securities from the Purchaser. (iiif) Notwithstanding The exercise or non-exercise of the foregoing, this Section 2(b) rights of a Purchaser hereunder to participate in one or more sales of Stock made by any Shareholder shall not apply adversely affect its rights to any Transfer permitted (or, participate in the event that such provisions shall have terminated in accordance with subsequent sales of Stock subject to Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof7.1(a).

Tag-Along Rights. h. If a Signing Stockholder or any of its Affiliates (iany such Person for purposes of this Section 2.4, the “Transferor”) Ifwishes to transfer shares of Voting Common Stock or any portion thereof, at in an amount in excess of 10% of the outstanding Voting Common Stock of Cybex to any time, one or more Shareholders Person (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed PurchaserTransferee”) in any a single transaction or series of related transactions transactions, the Transferor shall first give to Cybex and each Warrant Securityholder (pursuant to a list provided by Cybex) a written notice (a “Transfer Notice”), executed by it and the Transferee and containing (i) the number of shares of Common Stock that the Transferee proposes to acquire from the Transferor, (ii) the name and address of the Transferee, (iii) the proposed purchase price, terms of payment and other material terms and conditions of such proposed transfer, (iv) an estimate, in the Transferor’s reasonable judgment, of the fair market value of any non-cash consideration offered by the Transferee and (v) an offer by the Transferee or Transferor to purchase, upon the purchase by the Transferee of any shares of Common Stock owned by the Transferor and for the same per share consideration, that number of Warrant Shares equal to (or if such number is not an integral number, the next integral number which is greater than such number) of each Warrant Securityholder which shall be the product of (x) prior to an Initial Public Offeringthe aggregate number of Warrant Shares either then owned, 5% or more issuable upon exercise of the Warrants then outstanding Common Sharesowned, by such Warrant Securityholder and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is shall be the number of shares of Common Shares then owned Stock indicated in the Transfer Notice as subject to purchase by such Shareholder the Transferee and the denominator of which is shall be the sum of (A) the total number of shares of Common Stock then owned by the Transferor and its Affiliates plus (B) the total number of Warrant Shares either then outstanding (assumingowned, or issuable upon exercise of Warrants then owned, by each Warrant Securityholder. Each Warrant Securityholder shall have the right, for purposes a period of all calculations of outstanding Common Shares in this clause (i)15 days after the Transfer Notice is given, the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer offer in whole or in part, exercisable by delivering a written notice to the Selling Shareholders. Contemporaneously with Transferor and Cybex within such 15-day period, stating therein the sale number of shares of Common Stock (which may be the number of shares set forth in the offer by the Selling ShareholdersTransferor or Transferee, as the case may be, or a portion thereof) to be sold by such Warrant Securityholder to the Transferor or Transferee, as the case may be. Prior to the earlier of (x) the end of such 15-day period or (y) the acceptance or rejection by each other Shareholder so electing to participate shall, on the date Warrant Securityholder of the closingTransferee’s or Transferor’s offer, as the case may be, neither the Transferor nor its Affiliates will complete any sale of shares of Common Stock to the Transferee. Thereafter, for a period of 90 days after the prohibition under the preceding sentence shall have terminated, the Transferor may sell to the Common Shares indicated in its written notice Transferee for the same consideration stated and on the same terms set forth in the Transfer Notice the shares of Common Stock stated in the Transfer Notice as those provided subject to purchase by the Proposed Purchaser to Transferee, provided that the Selling Shareholders Transferor or Transferee, as specified in the Purchase Offer. (iii) Notwithstanding case may be, shall simultaneously purchase the foregoingnumber of shares of Common Stock as calculated above from those Warrant Securityholders who have accepted the Transferor’s or Transferee’s offer, as the case may be. The provisions of this Section 2(b) 2.4 shall not apply to transfers between the Transferor and any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of its Affiliates or between Affiliates of the first sentence of Transferor. i. Section 2(a) hereof2. 5.

Tag-Along Rights. (i) If, at any time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 30 days prior to any Transfer of Shares (other than a Public Sale, a transfer to an Affiliate, stockholder, member or partner of such Stockholder, or to another stockholder of the date proposed for such saleCompany), the Selling Shareholders Stockholder making such transfer (the "TRANSFERRING STOCKHOLDER") shall give deliver a written notice (the "SALE NOTICE") to the CompanyExecutive, which shall provide a copy to each other Shareholder with a notice specifying in reasonable detail the identity of the proposed Transfer, stating such Selling Shareholders’ intent to make such saleprospective transferee(s), the number of Common Shares proposed shares to be transferred, the kind and amount of consideration to be paid for such Common Shares transferred and the name terms and conditions of the Proposed Purchaser (the “Purchase Offer”)Transfer. Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing The Executive may elect to participate shall, on in the date of the closing, sell the Common Shares indicated in its written notice for contemplated Transfer at the same consideration price per share and on the same terms as those provided by delivering written notice to the Transferring Stockholder within 30 days after delivery of the Sale Notice. If any other stockholders have elected to participate in such Transfer (including stockholders exercising their rights under the Stockholders' Agreement), the Transferring Stockholder, the Executive and such other stockholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Shares of the same class of Shares being transferred equal to the product of (i) the quotient determined by dividing the percentage of Shares of such class owned by such Person by the Proposed Purchaser aggregate percentage of Shares of such class owned by the Transferring Stockholder, the Executive and the other stockholders participating in such sale and (ii) the number of Shares of such class to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Shares by the Transferring Stockholder, and if the Transferring Stockholder at such time owns 30% of all Shares, if the Executive elects to participate and owns 5% of all Shares and if one other stockholder elects to participate and owns 15% of all Shares, the Transferring Stockholder would be entitled to sell 60 shares ((30% / 50%) x 100 shares), the Executive would be entitled to sell 10 shares ((5% / 50%) x 100 and the other stockholder would be entitled to sell 30 shares ((15% / 50%) x 100 shares). Each Transferring Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the Selling Shareholders as specified participation of the Executive in any contemplated Transfer, and no Transferring Stockholder shall transfer any of its Shares to any prospective transferee if such prospective transferee(s) declines to allow the Purchase Offer. (iii) Notwithstanding participation of the foregoing, Executive. If the Executive exercises his right to transfer Shares pursuant to this Section 2(b) 1(b), the Executive shall not apply pay his pro rata share (based on the number of Shares to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viiibe sold) of the first sentence expenses incurred by the Stockholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Section 2(aShares to be sold) hereofin any indemnification or other obligations that the Transferring Stockholder agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular stockholder such as indemnification with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer).

Tag-Along Rights. (i) If, at any time, If one or more Shareholders of ReoStar's shareholders, after ninety (90) days of the “Selling Shareholders”) propose date of this Agreement, enters into a contract to Transfer to any Person or group sell shares of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares ReoStar equal to more than Fifty Percent (x50%) prior to an Initial Public Offering, 5% or more of the then issued and outstanding Common Sharesshares of ReoStar, ReoStar shall promptly give notice thereof (the "Significant Disposition Notice") to ZaZa. The Significant Disposition Notice shall set forth all relevant information with respect to the proposed sale, including the name and address of the prospective acquirer, the purchase price for the shares, and (y) following an Initial Public Offeringthe payment terms therefor, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each and any other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice terms and conditions of the proposed Transfersale. Pursuant to the Significant Disposition Notice, stating ReoStar shall cause its selling shareholders to offer ZaZa the option of selling a portion of its shareholding in ReoStar either to the shareholders wishing to dispose of their shares or to the proposed acquirer of such Selling Shareholders’ intent shareholders' shares. ReoStar and its selling shareholders shall determine which of these options to make such sale, pursue and ZaZa shall be given the number right to sell the proportion of Common Shares its shares equal to the proportion of the issued and outstanding shares of ReoStar that are proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares sold in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for transaction at the same consideration price and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified set forth in the Purchase Offer. Significant Disposition Notice. ZaZa shall have thirty (iii30) Notwithstanding days from receipt of its Significant Disposition Notice to determine whether or not to participate in the foregoingsale. ReoStar will establish reasonable procedures, in addition to those specified herein, in order to implement the provisions of this Section 2(b) shall not apply 8.5 and will use its reasonable efforts to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance cause its shareholders to comply with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereofthis Section. 8.6.

Tag-Along Rights. (ia) If, at any time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 ten (10) days prior to the consummation, prior to [seven years after date proposed for such of grant] and after the Option is exercisable (or if the Option would be exercisable as a result of an Acceleration Event arising from the contemplated sale), of any sale or transfer by any member of the Xxxxxx Group of shares of the Company's Common Stock to any unrelated third party, the Company shall cause those members of the Xxxxxx Group (the "Selling Shareholders shall give Members") to deliver to you a written notice to the Company(a "Sale Notice"), which shall provide a copy to each other Shareholder with a notice fully disclose the identity of the prospective transferee and the terms and conditions of the proposed Transfer, stating sale. The Company shall cause the Selling Members not to consummate any such Selling Shareholders’ intent sale until ten (10) days after the Sale Notice has been mailed to make such sale, the number of you. You may elect to sell Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and you in the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer contemplated sale by delivering written notice to the Selling ShareholdersMembers within seven (7) days of receipt of such Sale Notice. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing If you elect to participate shall, on the date of the closing, sell the Common Shares indicated owned by you in its written notice for the contemplated sale, you will be entitled to sell in the contemplated sale, at the same consideration price and on the same terms as those provided by the Proposed Purchaser applicable to the Selling Shareholders Members, in amounts bearing the same proportion to your holdings of Common Shares (including shares issuable upon exercise of vested Options, including vesting arising in connection with a related Acceleration Event) as specified in the Purchase Offer. (iii) Notwithstanding amounts to be so transferred by the foregoing, this Selling Members bear to the Xxxxxx Group's aggregate holdings of shares of the Company's Common Stock. This Section 2(b7(a) shall not apply to any Transfer permitted (orsales or transfers of the Company's Common Stock, in the event that such provisions shall have terminated excluding sales pursuant to a registration statement in accordance with Section 10 hereofthe Securities Act or in brokerage transactions on a national securities exchange or in the over-the-counter market. The "Xxxxxx Group" shall mean Xxxxxx X. Xxxxxx, that would Xxxxxx Holdings Associates Limited Partnership (a Connecticut limited partnership the general partner of which is Xx. Xxxxxx and the limited partners of which are partnerships and trusts as to which the children or further issue of Xx. Xxxxxx have been permitted) the beneficial interests), or any other person or entity controlled by subsections (iii) through (viii) of the first sentence of Section 2(a) hereofor under common control with Xx. Xxxxxx.

Tag-Along Rights. 10.1 If a Shareholder receives a bona fide offer from a Third Party Purchaser for any of the issued shares of the Company that the Shareholder (ifor purposes of this clause 10, the “Transferring Shareholder”) Ifwishes to accept, at any timeand the Transferring Shareholder is not entitled to serve or has not served a Compulsory Sale Notice to the Company in accordance with clause 9.1 above within ten (10) Business Days after the date on which it received such an offer, one or more Shareholders the Transferring Shareholder shall procure that the Third Party Purchaser shall make an offer (the “Selling ShareholdersTag Offer”) propose to Transfer each of the other Shareholders, through the Company, to any Person buy such percentage of the Shares owned by each other Shareholder(s) as is equal to the percentage of the Transferring Shareholder’s shares subject to the offer from a Third Party Purchaser. No transfer of the Transferring Shareholder’s shares may be made or group registered unless the Third Party Purchaser has completed the purchase of Persons such proportion of Shares on the terms of the Tag Offer. 10.2 The Tag Offer shall include: (a) the number of shares that the Transferring Shareholder proposes to sell to the Third Party Purchaser (“Sale Shares”) together with a statement as to whether the Transferring Shareholder is selling all or some of its Shares, and the percentage of Shares of the other Shareholders to which the offer correspondingly applies, being the “Tag Shares” (so that, for example, if the Transferring Shareholder proposes to sell to the Third Party Purchaser 50% of its shares, then the other Shareholders shall have Tag Along Rights in respect also of 50% of their Shares respectively); (b) the specified price per Share (which shall be non-deferred, non-contingent cash consideration payable upon completion of the transfer) and other terms and conditions of the proposed sale, including that the other Shareholders shall only be required to give typical title warranties in respect of the sale of their Shares; (c) the identity of the Third Party Purchaser; (d) the date on which the consideration for the Tag Shares to be sold would be payable (which shall not be more than sixty (60) Business Days after the Tag Offer); (e) a statement that each of the Shareholders (other than the Transferring Shareholder) is being offered Tag Along Rights; and (f) a written irrevocable offer by the Third Party Purchaser to buy the Tag Shares (the “Proposed Tag Along Rights”). 10.3 The terms of the Tag Offer shall be that: (a) it shall be open for acceptance for not less than ten (10) Business Days (or such lesser number of Business Days as is agreed in writing by the Shareholders), and shall be deemed to have been rejected if not accepted by the other Shareholders in accordance with the terms of the Tag Offer and within the period during which it is open for acceptance; and (b) its terms shall be the same as those offered by the Third Party Purchaser to the Transferring Shareholder including as to consideration. 10.4 The Company shall notify each of the other Shareholders of the terms of any Tag Offer extended to them promptly upon receiving notice of the same from the Third Party Purchaser, following which each of the other Shareholders may serve a notice on the Third Party Purchaser, with a copy to the Company (the “Tag Notice”) in at any transaction or series time before the Tag Offer ceases to be open for acceptance (the “Tag Closing Date”) stating either that: (a) it elects to accept the Tag Offer and sell the Tag Shares to the Third Party Purchaser; or (b) it elects not to sell the Tag Shares to the Third Party Purchaser. 10.5 The Tag Notice shall appoint the Company as agent of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more each of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more other Shareholders for the purposes of the then outstanding Common Shares, sale of the Selling Tag Shares (together with all rights attached and free from Encumbrances) on the terms of the Tag Offer. 10.6 Within three (3) Business Days after the Tag Closing Date the Company shall: (a) notify the Third Party Purchaser in writing of the name and address of each of the other Shareholders shall afford who has accepted the Tag Offer; and (b) notify the Third Party Purchaser and each of the other Shareholder Shareholders who has accepted the opportunity Tag Offer of the time and place on which the sale and purchase of the Tag Shares is to participate proportionately be completed. 10.7 If any of the other Shareholders that has accepted the Tag Offer fails to transfer the Tag Shares registered in such Transfer its name in accordance with this Section 2(b)clause 10, the Company shall authorise any director of the Company to execute, complete and deliver as agent for and on behalf of such Shareholder(s) a transfer of those Tag Shares in favour of the Third Party Purchaser, against receipt by the Company of the consideration due in respect of the relevant Tag Shares from the Third Party Purchaser. At least 20 days prior The Company’s receipt of such consideration shall be a good discharge to the date proposed Third Party Purchaser, who shall not be bound to see its application. The Company shall hold such consideration on trust for the respective Shareholder(s) without any obligation to pay interest. The board of the Company shall authorise registration of the transfer(s), after which the validity of such saletransfer(s) shall not be questioned by any person. Each of the other Shareholders on behalf of whom the Company has transferred Tag Shares in accordance with this clause 10.7 shall surrender to the Company its share certificate(s) in respect of the Tag Shares transferred on its behalf. On (but not before) such surrender, each of the other Shareholders shall be entitled to the consideration in respect of the Tag Shares transferred on its behalf, without interest. 10.8 If any of the Shareholders (other than the Transferring Shareholder) gives a notice pursuant to clause 10.4(b) or fails to give any notice pursuant to clause 10.4 before the Tag Closing Date, the Selling Shareholders Transferring Shareholder (and any Shareholder accepting the Tag Offer) shall give notice be permitted to sell its Shares to the CompanyThird Party Purchaser, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants).provided that: (iia) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and takes place on the same terms and conditions as those provided stated in the Tag Notice; and (b) all and not some only of the Sale Shares and the Tag Shares (excluding the Tag Shares owned by the Proposed Purchaser Shareholder(s) failing to accept the Tag Offer) shall be transferred to the Selling Shareholders as specified in the Purchase OfferThird Party Transferor. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. (i) IfIn the event any Institutional Investor intends to Transfer more than 1,000,000 shares (individually or in connection with a series of related sales) of his or its Common Stock (other than (A) Transfers to any Permitted Transferee or to the Company or (B) transfers pursuant to a bona fide public market sale), at any time, one or more Shareholders such Institutional Investor (the “Selling ShareholdersInvestor”) propose to Transfer to any Person or group of Persons shall notify the other Institutional Investors and the 2006 Principal Investors (the “Proposed PurchaserTag-Along Investors”), in writing, of such proposed Transfer and its terms and conditions. Within ten (10) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more business days of the then outstanding Common Sharesdate of such notice, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, each other Tag-Along Investor shall notify the Selling Shareholders shall afford each other Shareholder the opportunity Investor if it elects to participate proportionately in such Transfer in accordance with this Section 2(b)Transfer. At least 20 days prior Any Tag-Along Investor that fails to the date proposed for such sale, notify the Selling Shareholders Investor within such ten (10) business day period shall give notice be deemed to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”)have waived his or its rights hereunder. Each other Shareholder Tag-Along Investor that so notifies the Selling Investor shall have the right to Transfer to sell, at the Proposed Purchaser same price and on the same terms and conditions as the Selling Investor, a number of shares of Common Shares Stock equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal the Common Stock the third party actually proposes to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders purchase multiplied by (B) a fraction, the numerator of which is shall be the number of shares of Common Shares then owned Stock Owned by such Shareholder Tag-Along Investor and the denominator of which is shall be the total aggregate number of shares of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in Stock Owned by the Selling Investor and each Tag-Along Investor exercising his or its rights under this clause (i), the exercise of all then outstanding WarrantsSection 3(c). (ii) Each Shareholder shall have 10 days from Notwithstanding anything contained in this Section 3(c), in the receipt event that all or a portion of the Purchase Offer in which to accept purchase price consists of securities and the sale of such Purchase Offer by written notice securities to the Tag-Along Investors would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any state securities law, then, at the option of the Selling Shareholders. Contemporaneously with Investor, any one or more of the sale Tag-Along Investors may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase OfferBoard. (iii) Notwithstanding Any Transfer of shares of capital stock of the foregoing, this Company to a Permitted Transferee allowed for in Section 2(b3(c)(i) shall not apply be made in good faith for purposes other than to any Transfer permitted specifically avoid the obligations of an Institutional Investor provided for herein. (or, in iv) This Section 3(c) shall terminate 365 days after the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have Company’s Common Stock has been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereofRe-registered.

Tag-Along Rights. (i) If, at any time, one or more Shareholders (the “"Selling Shareholders”") propose to Transfer to any Person or group of Persons (the “"Proposed Purchaser”") in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 1020% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b3(c). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ ' intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “"Purchase Offer”"). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s 's Allotment. Such Shareholder’s “'s "Allotment” " shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offer. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. In the event that a Selling Investor Member proposes to Transfer Interests, other than any Transfer to an Affiliate of such Selling Investor Member and any Transfer pursuant to Section 12.9(a), and such Interests would represent, together with all Interests previously Transferred by such Selling Investor Member to non Affiliates of such Selling Investor Member, more than 10% of such Selling Investor Member’s Common Units held immediately following the Closing, then at least thirty (i30) Ifdays prior to effecting such Transfer, at any time, one or more Shareholders such Selling Investor Member shall give the Company and each other Member written notice of such proposed Transfer. Each other Member shall then have the right (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase OfferTag-Along Right”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer exercisable by written notice to the Selling ShareholdersInvestor Member, to participate in such sale by selling a Pro Rata Share of such other Member’s Common Units on substantially the same terms and subject to the same conditions as the Selling Investor Member. Contemporaneously Such terms and conditions shall include, without limitation, (i) the sale consideration (which shall be reduced by the fees and expenses incurred by the Company and the Selling Investor Members, to the extent applicable in connection with the proposed sale) and (ii) the provision of information, representations, warranties, covenants and requisite indemnifications; provided, however, that (x) any representations and warranties relating specifically to any Member shall only be made by that Member; and (y) any indemnification provided by the Members (other than with respect to the representations referenced in the foregoing subsection (x)) shall be based on the relative Interests being sold by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro-rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of an Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; provided, further, however, that, (i) the Management Members, the Outside Members and the Investor Members (other than the Selling Investor Member and the Parthenon Members) shall receive the same amount and form (or a more liquid form) of consideration as the Selling Investor Member in connection with the proposed sale and (ii) the Parthenon Members shall receive the same amount and form of consideration as the Selling Investor Member in connection with the proposed sale unless they otherwise agree. Notwithstanding Table of Contents anything to the contrary, in determining the consideration received by the Selling Investor Member for purposes of this Section 12.9(b), any management, advisory, exit or transaction fees payable to or received by the Company or any Member or any of their Affiliates in connection with such sale shall not be included in determining the sale proceeds and will not be deemed consideration received by the Selling Investor Member (it being understood that any customary exit fees payable in connection with such sale will be shared by the Investor Members in the same proportion as the ongoing annual fees described in the Advisory Agreements, in effect at such time). In the event that a sale by the Selling ShareholdersInvestor Member does not constitute an Exit Event then, each other Shareholder so electing to participate shall, on unless otherwise determined by the date of the closing, sell the Common Shares indicated Override Unit Committee in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser sole discretion, Management Members may only participate in such sale with respect to the Selling Shareholders as specified in the Purchase Offertheir Common Units. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. (iSubject to Sections 4(d) Ifand 4(e), at least 45 days prior to any timeTransfer by BRS of any BRS Shares, one or more Shareholders BRS shall deliver a written notice (the “Selling ShareholdersSale Notice”) propose to Transfer to any Person or group of Persons the Company and the other Stockholders (“Other Stockholders”), specifying in reasonable detail the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more identity of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(bprospective Transferee(s). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common BRS Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares so Transferred and the name terms and conditions of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fractionTransfer; provided, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offer. (iii) Notwithstanding the foregoing, that this Section 2(b4(a) shall not apply to any Transfer permitted (or, made pursuant to Section 5 or a Qualified Public Offering. The Other Stockholders may elect to participate in the event that contemplated Transfer by delivering written notice to BRS within 15 business days after delivery of the Sale Notice. If any Other Stockholder has elected to participate in such provisions Transfer, BRS and such Other Stockholders shall have terminated be entitled to sell in accordance the contemplated Transfer, at the same price and on the same terms, including, if more than one type of securities are Transferred, the same proportionate mix of such securities, a number of Stockholders Shares (i) with Section 10 hereofrespect of Common Stock equal to the product of (A) the quotient determined by dividing (I) the number of shares of Common Stock owned by such Stockholder by (II) the aggregate number of shares of Common Stock owned by BRS and the Other Stockholders participating in such Transfer, and (B) the aggregate number of shares of Common Stock to be sold in the contemplated Transfer and (ii) with respect to Preferred Stock equal to the product of (A) the quotient determined by dividing (I) the number of shares of Preferred Stock owned by such Stockholder by (II) the aggregate number of shares of Preferred Stock owned by BRS and the Other Stockholders participating in such Transfer and (B) the aggregate number of shares of Preferred Stock to be sold in the contemplated Transfer; provided, that would have been permittedwith respect to any Transfer prior to the end of the Escrow Period any proceeds received in any Transfer in respect of the Rollover Shares shall be deposited with the escrow agent under the Escrow Agreement, and shall be held pursuant to the terms of the Escrow Agreement for the Escrow Period. Each Stockholder transferring Stockholder Shares pursuant to this Section 4(a) by subsections shall pay its pro rata share (iii) through (viiibased on the relative amounts of proceeds received as a result of such Transfer) of the first sentence of Section 2(a) hereofexpenses incurred by the Stockholders in connection with such Transfer.

Tag-Along Rights. A. In the event the Hawk Shareholders desire to sell, in an arm's-length transaction, all or any portion of the shares of Common Stock which they own of record or beneficially (ithe "Sale"), they shall give notice (the "Notice") Ifof their intention to do so to the Shareholders. The Notice shall include (a) the number of shares of Common Stock to be sold by the Hawk Shareholders in the Sale, (b) the principal terms of the Sale, including the minimum price at any timewhich the shares are intended to be sold, one or more (c) the percentage which such amount of shares to be sold constitutes with respect to the aggregate amount of shares held by all parties hereto, and (d) a demand by the Hawk Shareholders (the “Selling Shareholders”"Demand") propose to Transfer to any Person or group of Persons (cause the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal shares held by the Shareholders to (x) prior be included with their shares to an Initial Public Offeringbe sold, 5% or more of on the then outstanding Common Sharessame terms and conditions as they shall sell their shares, which terms and (y) following an Initial Public Offering, 10% or more of conditions shall not be materially less favorable to the then outstanding Common SharesShareholders than as set forth in the Notice. In the event the Hawk Shareholders make such a Demand, the Selling Shareholders shall afford each other have the right but not the obligation to sell the shares then held by the Shareholder on the opportunity same terms and conditions as the Hawk Shareholders shall sell their shares; provided, however, in the event the Hawk Shareholders make a Demand and deliver to participate proportionately in such Transfer the Shareholders a fairness opinion in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i7(A), the exercise of all then outstanding Warrants). (ii) Each Shareholder Shareholders shall have 10 days from the receipt of the Purchase Offer in which be obligated to accept such Purchase Offer by written notice Demand, which acceptance shall be irrevocable and shall bind such Shareholder to sell his or its shares simultaneously with the Sale to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration purchasers and on the same terms and conditions as those provided by the Proposed Purchaser to the Selling Hawk Shareholders as specified in the Purchase Offer. (iii) Notwithstanding the foregoingshall sell their shares. Upon acceptance of a Demand, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) each of the first sentence Shareholders shall be bound and obligated to sell all of Section 2(a) hereofhis shares, the number of which shall be set forth in his written acceptance of the Hawk Shareholders Demand.

Tag-Along Rights. (a) If any holder of Shares (the "Selling Shareholder"), at any time or from time to time, enters into an agreement (whether oral or written) to transfer any Shares in accordance with clause (iii) of Section 7.1(b) (a "Tag-Along Sale"), then each Shareholder other than the Selling Shareholder (the "Other Holders") shall have the right, but not the obligation, to participate in such Tag-Along Sale by selling the number of Shares respectively owned by such Other Holder as calculated in the following manner. Such Shares owned by the Other Holders are hereinafter referred to collectively as the "Shareholders' Shares." The number of Shares that the Other Holders shall be entitled to include in such Tag-Along Sale (the "Shareholders' Allotment") shall equal the product (rounded down to the nearest whole share) of (i) Ifthe total number of Shares proposed to be Transferred pursuant to the Tag-Along Sale or such greater number of shares that the proposed purchaser in the Tag-Along Sale shall agree to purchase or otherwise acquire, at times (ii) a fraction, the numerator of which shall equal the aggregate number of Shareholders' Shares on the date of the Sale Notice (as defined below), and the denominator of which shall equal the sum of (A) the aggregate number of Shares owned by the Selling Shareholder on the date of the Sale Notice plus (B) the aggregate number of Shareholders' Shares on the date of the Sale Notice. For purposes of this Section 7.3, the number and price of Shares shall be calculated on a fully diluted basis. Any such sales by the Other Holders shall be on the same terms and conditions as the proposed Tag-Along Sale by the Selling Shareholder, provided, however, that no Other Holder shall be required to make any timerepresentation, one covenant or more Shareholders warranty in connection with the Tag-Along Sale, other than as to its ownership and authority to sell, free of liens, claims and encumbrances, the Shares proposed to be sold by it. (b) Notwithstanding the foregoing, this Section 7.3 shall not apply to any transfer to a Shareholder or the Company pursuant to Section 7.2 hereof. (c) The Selling Shareholder shall promptly provide each of the Other Holders and the Company with written notice (the “Selling Shareholders”"Sale Notice") propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 not less than 30 days prior to the proposed date proposed for such saleof the Tag-Along Sale (the "Tag-Along Sale Date"). In order to facilitate the prompt delivery of the Sale Notice, the Company hereby covenants to provide the Selling Shareholders shall give notice Shareholder participating in a Tag-Along Sale access to the Company, which shall provide a copy to each other Shareholder with a notice Register of the Company. Each Sale Notice shall set forth (i) the name and address of each proposed Transfertransferee or purchaser of Shares in the Tag-Along Sale, stating such (ii) the name and address of the Selling Shareholders’ intent to make such sale, Shareholder and the number of Common Shares proposed to be transferredtransferred by such Selling 32 27 Shareholder, (iii) the kind proposed amount and amount form of consideration to be paid for such Common Shares and the name terms and conditions of payment offered by each proposed transferee or purchaser, (iv) the number of Shareholders' Shares held of record as of the Proposed Purchaser close of business on the date of the Sale Notice (the “Purchase Offer”). Each other Shareholder shall have "Notice Date") by the right Other Holders to Transfer to whom the Proposed Purchaser a notice is sent, (v) the aggregate number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) held of record as of the total number of Common Shares proposed to be Transferred Notice Date by the Selling Shareholders multiplied by Shareholder, (Bvi) the number of Shares that the Other Holder is entitled to include in the Tag-Along Sale (as computed in accordance with the equation set forth above) assuming each Other Holder elected to sell the maximum number of Shareholders' Shares possible, (vii) the number of Shareholders' Shares in the Shareholders' Allotment, (viii) confirmation that the proposed purchaser or transferee is not a Carrier and has been informed of the "Tag-Along Rights" provided for herein and has agreed to purchase Shares in accordance with the terms hereof, and (ix) the Tag-Along Sale Date. (d) Each Other Holder who wishes to participate in the Tag-Along Sale shall provide written notice (or oral notice confirmed in writing) (the "Tag-Along Notice") to the Selling Shareholder and the Company not less than ten days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of Shares that such Other Holder elects to include in the Tag-Along Sale, which shall not exceed the product of (x) the Shareholders' Allotment times (y) a fraction, the numerator of which is equal to the aggregate number of Common Shareholders' Shares then owned of record as of the Notice Date by such Shareholder Other Holder and the denominator of which is the total aggregate number of Common Shareholders' Shares then outstanding owned of record by all of the Other Holders as of the Notice Date. The Tag-Along Notice shall also specify the aggregate number of additional Shares owned of record as of the Notice Date by such Other Holder, if any, which such Other Holder desires also to include in the Tag-Along Sale (assuming, "Additional Shares") in the event there is an undersubscription for purposes of all calculations of outstanding Common Shares in this clause (i)the entire Shareholders' Allotment. In the event there is an undersubscription by the Other Holders for the entire Shareholders' Allotment, the exercise Selling Shareholder participating in the Tag-Along Sale shall apportion the unsubscribed Shareholders' Shares to Other Holders whose Tag-Along Notices specified an amount of Additional Shares, which apportionment shall be on a pro rata basis among such Other Holders in accordance with the number of Additional Shares specified by all then outstanding Warrants)such Other Holders in their Tag-Along Notices. (iie) Each The Company shall determine the aggregate number of Shares to be sold by each participating Other Holder or in any given Tag-Along Sale in accordance with the terms hereof, and the Tag-Along Notices given by the Other Holders shall constitute their binding agreements to sell such shares at the price and on the terms and conditions applicable to such sale. (f) If a Tag-Along Notice is not received by the Selling Shareholder participating in the Tag-Along Sale from an Other Holder prior to the ten day period specified above, the Selling Shareholder shall have 10 days from the receipt right to Transfer the number of Shares specified in the Purchase Offer Sale Notice to the proposed purchaser or transferee without any participation by such Other Holder (subject to the right of Other Holders to sell Additional Shares in which to accept such Purchase Offer by written notice the event of an undersubscription as described above), but only at a price and upon terms and conditions no more favorable to the Selling Shareholders. Contemporaneously with the Shareholder than those stated in such Sale Notice and only if such sale by the Selling Shareholders, each other Shareholder so electing to participate shall, occurs on the a date within 90 days of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase OfferTag-Along Sale Date. (iiig) Notwithstanding the foregoing, The provisions of this Section 2(b) 7.3 shall not apply to any Transfer permitted (or, in the event that transfer of any capital stock or other equity securities of any Shareholder or other entity where substantially all of such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) Shareholder's or other entity's assets are directly or indirectly comprised of the first sentence of Section 2(a) hereofShares.

Tag-Along Rights. 6.2.1 Subject to clause 6.4 below, in the event that any Shareholder or any group of Shareholders acting together or pursuant to common plan or arrangement (i) If, at any time, one or more Shareholders (the each a “Selling ShareholdersProposing Shareholder”) propose proposes, pursuant to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any a single transaction or series of related transactions transactions, to sell or otherwise transfer (a “Disposition”) Shares representing a majority of the total number of Common Shares equal then outstanding (the “Relevant Shares”) to a party (xa “Purchaser”), the Proposing Shareholder(s) prior shall provide notice of such Disposition (a “Proposal Notice”) to an Initial Public Offering, 5% or more each of the then outstanding Common Shares, other Shareholders who hold Shares which are the subject of such Disposition and who are either signatories to this Agreement or the successors to those signatories and who have executed a Deed of Adherence in the form set out in Schedule 2. Such Proposal Notice shall be provided no later than ten (y10) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for closing of such saleDisposition, the Selling and each of such other Shareholders shall give notice have the right (a “Tag-Along Right”) to sell all of his Shares to the CompanyPurchaser on the same terms and conditions as those set out in the Proposal Notice, which shall provide a copy provided that if the Purchaser is unwilling to each other Shareholder with a notice of purchase the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the total number of Common Shares proposed to be transferredon offer, including both the kind and amount of consideration to be paid for such Common Relevant Shares and the name Shares offered by those electing to exercise their Tag-Along Right, each of the Proposed Purchaser (the “Purchase Offer”). Each such other Shareholder Shareholders shall have the right to Transfer require the Proposing Shareholders to reduce the number of Relevant Shares to be sold by them and have the Purchaser purchase from the Shareholders electing to exercise a Tag-Along Right, upon the same terms and conditions applicable to the Proposed Purchaser a Proposing Shareholders, that number of Common Relevant Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) derived by multiplying the total number of Common Relevant Shares proposed to be Transferred purchased by the Selling Shareholders multiplied by (B) a fractionelecting Shareholder’s fractional interest, rounded up to the nearest whole number. 6.2.2 For purposes of this Clause 6.2, the numerator term fractional interest means (a) the sum of which is the total number of Common Relevant Shares then owned by such Shareholder and the denominator electing Shareholder, divided by (b) the sum of which is the total number of Common Relevant Shares then outstanding (assuming, for purposes of owned by all calculations of outstanding Common Shares in this clause (i), electing Shareholders and the exercise of all then outstanding Warrants). (ii) Proposing Shareholders. Each electing Shareholder shall have 10 give written notice of its election to the Proposing Shareholders no later than five (5) days from the after its receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholdersa Proposal Notice. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offer. (iii) Notwithstanding the foregoing, no Tag-Along Right shall arise with respect to a sale of Shares pursuant to a underwritten public offering of Shares. 6.2.3 If any of such other Shareholders is not given the rights accorded him by the provisions of this Section 2(b) Clause 6.2, the Proposing Shareholders shall be required not apply to complete their sale and Bus shall be bound to refuse to register any Transfer permitted (or, in the event that transfer intended to carry such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereofa sale into effect.

Tag-Along Rights. (ia) IfIf any holder of Common Shares (the "Selling Shareholder"), at any time or from time to time, one enters into an agreement (whether oral or more Shareholders written) to Transfer any Common Shares in accordance with Section 4.1(b)(iii) (a "Tag-Along Sale"), then each Shareholder other than the Selling Shareholder (the “Selling Shareholders”"Other Holders") propose shall have the right, but not the obligation, to Transfer to any Person or group of Persons (participate in such Tag-Along Sale by selling the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares respectively owned by such Other Holder as calculated in the following manner. Such Common Shares owned by the Other Holders are hereinafter referred to collectively as the "Shareholders' Shares." The number of Common Shares that the Other Holders shall be entitled to include in such Tag-Along Sale (the "Shareholders' Allotment") shall equal the product (rounded down to the nearest whole share) of (xi) prior the total number of Common Shares proposed to an Initial Public Offeringbe Transferred pursuant to the Tag-Along Sale or such greater number of shares that the proposed purchaser in the Tag-Along Sale shall agree to purchase or otherwise acquire, 5% or more times (ii) a fraction, the numerator of which shall equal the aggregate number of Shareholders' Shares on the date of the then outstanding Common SharesSale Notice (as defined below), and the denominator of which shall equal the sum of (yA) following an Initial Public Offering, 10% or more the aggregate number of Common Shares owned by the Selling Shareholder on the date of the then outstanding Common SharesSale Notice plus (B) the aggregate number of Shareholders' Shares on the date of the Sale Notice. For purposes of this Section 4.3, the number and price of Common Shares shall be calculated on a fully diluted basis. Any such sales by the Other Holders shall be on the same terms and conditions as the proposed Tag-Along Sale by the Selling Shareholders shall afford each other Shareholder Shareholder. (b) Notwithstanding the opportunity to participate proportionately in such Transfer in accordance with foregoing, this Section 2(b). At least 20 4.3 shall not apply to any transfer to a Shareholder pursuant to Section 4.2(b) hereof. (c) The Selling Shareholder shall promptly provide each of the Other Holders and the Company with written notice (the "Sale Notice") not less than thirty (30) days prior to the proposed date proposed for such saleof the Tag-Along Sale (the "Tag-Along Sale Date"). In order to facilitate the prompt delivery of the Sale Notice, the Company hereby covenants to provide the Selling Shareholders shall give notice Shareholder participating in a Tag-Along Sale access to the Company, which shall provide a copy to each other Shareholder with a notice Register of the Company. Each Sale Notice shall set forth (i) the name and address of each proposed Transfertransferee or purchaser of Common Shares in the Tag-Along Sale, stating such (ii) the name and address of the Selling Shareholders’ intent to make such sale, Shareholder and the number of Common Shares proposed to be transferredtransferred by such Selling Shareholder, (iii) the kind proposed amount and amount form of consideration to be paid for such Common Shares and the name terms and conditions of payment offered by each proposed transferee or purchaser, (provided, that in no event shall any non-cash consideration consist of anything other than Cash Equivalents or Marketable Securities or other securities reasonably subject to a valuation by an Independent Appraiser) (iv) the number of Shareholders' Shares held of record as of the Proposed Purchaser close of business on the date of the Sale Notice (the “Purchase Offer”). Each other Shareholder shall have "Notice Date") by the right Other Holders to Transfer to whom the Proposed Purchaser a notice is sent, (v) the aggregate number of Common Shares equal to such held of record as of the Notice Date by the Selling Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to , (Avi) the total number of Shareholders' Shares in the Shareholders' Allotment, (vii) confirmation that the proposed purchaser or transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to purchase Common Shares in accordance with the terms hereof, and (viii) the Tag-Along Sale Date. (d) Each Other Holder who wishes to participate in the Tag-Along Sale shall provide written notice (or oral notice confirmed in writing) (the "Tag-Along Notice") to the Selling Shareholder and the Company not less than twenty (20) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of Common Shares proposed that such Other Holder elects to be Transferred by include in the Selling Shareholders multiplied by Tag-Along Sale, which shall not exceed the product of (Bx) the Shareholders' Allotment times (y) a fraction, the numerator of which is equal to the aggregate number of Common Shareholders' Shares then owned of record as of the Notice Date by such Shareholder Other Holder and the denominator of which is the total aggregate number of Shareholders' Shares owned of record by all of the Other Holders as of the Notice Date. The Tag-Along Notice shall also specify the aggregate number of additional Common Shares owned of record as of the Notice Date by such Other Holder, if any, which such Other Holder desires also to include in the Tag-Along Sale ("Additional Shares") in the event there is an undersubscription for the entire Shareholders' Allotment. In the event there is an undersubscription by the Other Holders for the entire Shareholders' Allotment, the Selling Shareholder participating in the Tag-Along Sale shall apportion the unsubscribed Shareholders' Shares to Other Holders whose Tag-Along Notices specified an amount of Additional Shares, which apportionment shall be on a pro rata basis among such Other Holders in accordance with the number of Additional Shares specified by all such Other Holders in their Tag-Along Notices. (e) The Company shall determine the aggregate number of Common Shares then outstanding (assumingto be sold by each participating Other Holder or in any given Tag-Along Sale in accordance with the terms hereof, for purposes of all calculations of outstanding Common Shares in this clause (i), and the exercise of all then outstanding Warrants)Tag-Along Notices given by the Other Holders shall constitute their binding agreements to sell such shares at the price and on the terms and conditions applicable to such sale. (iif) Each If a Tag-Along Notice is not received by the Selling Shareholder participating in the Tag-Along Sale from an Other Holder prior to the twenty (20) day period specified above, the Selling Shareholder shall have 10 days from the receipt right to Transfer the number of Common Shares specified in the Purchase Offer Sale Notice to the proposed purchaser or transferee without any participation by such Other Holder (subject to the right of Other Holders to sell Additional Shares in which to accept such Purchase Offer by written notice the event of an undersubscription as described above), but only at a price and upon terms and conditions no more favorable to the Selling Shareholders. Contemporaneously with the Shareholder than those stated in such Sale Notice and only if such sale by the Selling Shareholders, each other Shareholder so electing to participate shall, occurs on the a date within ninety (90) days of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase OfferTag-Along Sale Date. (iiig) Notwithstanding the foregoing, The provisions of this Section 2(b) 4.3 shall not apply to any Transfer permitted transfer of any capital stock or other equity securities of any Special Purpose Shareholder. (orh) If the Other Holders do not exercise their rights to sell any Common Shares, in and the event that Selling Shareholder shall not have sold such provisions shall have terminated Shares in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) 4.3 before the expiration of the first sentence of 90-day period, then the Selling Shareholder may not sell such Shares without again complying with this Section 2(a) hereof4.3.

Tag-Along Rights. (ia) If, at any time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 30 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to any Transfer of Stockholder Shares which would result in a Sale of the Company, which the Stockholders making such Transfer (the "Selling Stockholders") shall provide deliver a copy written notice (the "Sale Notice") to each the Company and the other Shareholder with a notice Stockholders (the "Other Stockholders"), specifying in reasonable detail the identity of the proposed Transfer, stating such Selling Shareholders’ intent to make such saleprospective transferee(s), the number (by class) of Common Shares shares to be transferred and the terms and conditions of the Transfer (including the proposed price at which such shares are to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing The Other Stockholders may elect to participate shall, on in the date of the closing, sell the Common Shares indicated in its written notice for contemplated Transfer at the same consideration price per share and on the same terms as those provided by the Proposed Purchaser delivering written notice of such election to the Selling Shareholders as specified Stockholders within 15 days after delivery of the Sale Notice. If any Other Stockholders have elected to participate in such Transfer, each Person who is a Selling Stockholder or Other Stockholder participating in such sale shall be entitled to sell in the Purchase Offercontemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares (based on each class of stock) equal to the product of (i) the quotient determined by dividing the percentage of such class of Stockholder Shares owned by such Person by the aggregate percentage of such class of Stockholder Shares owned by the Selling Stockholders and the Other Stockholders participating in such sale and (ii) the number of such class of Stockholder Shares to be sold in the contemplated Transfer. For example (by way of illustration only), if the Sale Notice contemplated ----------------------------------------- a sale of 100 shares of Common Stock by the Selling Stockholder, and if the Selling Stockholder at such time owns 60% of all Common Stock and if one Other Stockholder elects to participate and owns 20% of all Common Stock, the Selling Stockholder would be entitled to sell 75 shares of Common Stock (60% / 80% x 100 -7- shares) and the Other Stockholder would be entitled to sell 25 shares of Common Stock (20% / 80% x 100 shares). (iiib) Notwithstanding Each Selling Stockholder shall use reasonable best efforts to obtain the foregoingagreement of the prospective transferee(s) to the participation of the Other Stockholders in any contemplated Transfer, and no Selling Stockholder shall transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Other Stockholders. Each Stockholder transferring Stockholder Shares pursuant to this Section 2(b) 5 shall not apply pay its pro rata share (based on the number of Stockholder Shares to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viiibe sold) of the first sentence expenses incurred by the Stockholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Stockholder Shares to be sold) in any indemnification or other obligations that the Selling Stockholders agree to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder's title to and ownership of Stockholder Shares; provided that no holder shall be obligated in -------- connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer). (c) The provisions of this Section 2(a) hereof5 shall terminate immediately prior to the closing of any Qualified Public Offering or, if earlier, upon consummation of a Sale of the Company.

Tag-Along Rights. (a) Xxxxx Xxxxxx (the "Founder") shall not, during the term of this Agreement, sell, transfer or otherwise dispose of any of the shares of Common Stock that he beneficially owns or controls in the Company to any party unless the Founder shall first notify the Investors in writing of the terms and conditions of such proposed sale, transfer or other disposition and shall obtain for the Investors prior to any such sale, transfer or other disposition, a put option for a period of at least 15 days to sell, transfer or otherwise dispose to such person on the same per share terms and at the same per share price as the proposed sale, transfer or other disposition by the Founder, up to that number of shares of Common Stock then owned by the Investor that bears the same proportion to the total number of shares of Common Stock at the time owned by the Investor as the number of shares of Common Stock being sold, transferred or otherwise disposed of by the Founder bears to the total number of shares of Common Stock at the time owned by the Founder. (b) In order to exercise such put option, the Investor must, within 15 days after the giving of the notice of a proposed sale, transfer or other disposition of the Common Stock by the Founder referred to in Section 3.2(a) hereof, deliver to the Founder written notice that the Investor has elected to sell, transfer or otherwise dispose of the Investor's shares of Common Stock pursuant to this Section 3 upon the same terms and at the same per share price as the proposed sale, transfer or other disposition by the Founder, whereupon such sale, transfer or other disposition by the Investor shall be completed contemporaneously with the proposed sale, transfer or other disposition by the Founder. (c) Notwithstanding anything to the contrary contained in this Section 3, the Founder or any Founder's Affiliate (as hereinafter defined), shall have the right at any time during the term of this Agreement to transfer, whether by sale, by gift inter vivos, by will, or by laws of descent and distribution, or otherwise, all or any portion of the shares of Common Stock of the Corporation then owned by it to (i) Ifany such party's spouse, at children or grandchildren, (ii) a trust for the benefit of any timesuch party or such party's spouse, children or grand-children, or (iii) a partnership the general partner of whom is the Founder or a corporation all of whose outstanding shares are owned of record and beneficially, by the Founder (each of the foregoing parties described in clauses (i)-(iii) above being a "Founder's Affiliate" and being deemed to be included in the definition of the Founder for all purposes of this Agreement) and the provisions of Section 3.2 and 3.3 hereof shall not apply to any such transfer. Any permitted assignee or designee of the Founder or any Founder Affiliate thereof pursuant to this Section 3 shall, as a condition to such transfer, be required to execute and deliver a counterpart of this Agreement, whereby such party agrees to be subject to and bound by all of the terms and provisions of this Agreement to the same extent as the Founder, and unless such an agreement is so executed and delivered, such transfer shall be null and void. (d) Notwithstanding the foregoing, the rights granted to the Investors in this Section 3.2 shall not apply to any transfer by the Founder in one or more Shareholders (transactions of up to a total of 5% of the “Selling Shareholders”shares of Common Stock held by him as of the date of the Initial Closing as defined in the Purchase Agreement, as adjusted to reflect any stock dividends, splits, contributions, recapitalizations or other similar events; provided that if the Founder proposes to sell or transfer pursuant to this Section 3.2(d) propose to Transfer to any Person or group more than 5% of Persons (the “Proposed Purchaser”) shares of Common Stock held by him as of the date of the Initial Closing in any a single transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of then the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior rights granted to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser Investors in Section 3.2 (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” a) shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants)applicable. (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offer. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. (ia) IfExcept as permitted by Section 3.4 or in the case of sales pursuant to Article IV, if HEI, at any time or from time to time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any a single transaction or series of related transactions occurring within a number of Common Shares equal six-month period, or within a longer period if pursuant to (x) prior a single agreement, proposes to an Initial Public Offering, 5Transfer 20% or more of the outstanding shares of Company Common Stock (a "Tag-Along Sale"), then outstanding Common Shareseach Minority Stockholder shall have the right, and (y) following an Initial Public Offeringbut not the obligation, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, Tag-Along Sale by selling the number of shares of Company Common Shares proposed Stock respectively owned by it as calculated in the following manner. Such shares of Company Common Stock which were acquired by the Minority Stockholders pursuant to the Contribution Agreement and which are owned by the Minority Stockholders or their Affiliates which are Parties to this Agreement are hereinafter referred to as the "Stockholders' Shares;" PROVIDED, HOWEVER that shares of Company Common Stock transferred from another Stockholder to a Minority Stockholder or its Affiliates (other than an Affiliate of such transferring Stockholder) shall not be deemed to be transferred, the kind and amount Stockholders' Shares. The number of consideration shares of Company Common Stock that each Minority Stockholder shall be entitled to be paid for include in such Common Shares and the name of the Proposed Purchaser Tag-Along Sale (the “Purchase Offer”). Each other Shareholder "Stockholder Allotment") shall have equal the right to Transfer to the Proposed Purchaser a number product of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (Ai) the total number of shares of Company Common Shares Stock proposed to be Transferred by pursuant to the Selling Shareholders multiplied by Tag-Along Sale or such greater number of shares that the proposed purchaser in the Tag-Along Sale shall agree to purchase or otherwise acquire, times (Bii) a fraction, the numerator of which is shall equal the number of Common Stockholders' Shares then owned by such Shareholder Minority Stockholder and its Affiliates which are parties to this Agreement on the date of the Sale Notice, and the denominator of which is shall equal the total sum of (A) the number of shares of Company Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer Stock owned by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, HEI and its Affiliates on the date of the closing, sell Sale Notice plus (B) the Common total number of Stockholders' Shares indicated in its written notice for owned by all Minority Stockholders and their Affiliates which are parties to this Agreement on the same consideration and date of the Sale Notice. (b) Any such sales by the Minority Stockholders shall be on the same terms and conditions as those provided the proposed Tag-Along Sale by HEI; PROVIDED, HOWEVER that no participating Minority Stockholder shall be required to make any representation or warranty in connection with the Proposed Purchaser Tag-Along Sale, other than as to the Selling Shareholders enforceability of each agreement entered into in connection with such Tag-Along Sale with respect to the Minority Stockholder and its ownership and authority to sell, free of consent and approval requirements, liens, claims and encumbrances, the shares of Company Common Stock proposed to be sold by it. Each participating Minority Stockholder shall (and hereby agrees to), without limitation as specified to time, indemnify and hold harmless, to the full extent permitted by law, each of the other Stockholders against all losses, claims, damages, liabilities, costs (including costs of preparation) and expenses (including attorneys' fees and disbursements) arising out of or relating to any representation or warranty made by, or covenant of, such participating Minority Stockholder or any agent, employee, officer, or director of such participating Minority Stockholder in connection with or relating to or under the Purchase Offerterms of each agreement entered into in connection with such Tag-Along Sale, except insofar as the same are based solely upon written information furnished in writing to such participating Minority Stockholder by such other Minority Stockholder expressly for use therein. (iiic) Notwithstanding the foregoing, this Section 2(b) HEI shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) promptly provide each of the first sentence Minority Stockholders with written notice (the "Sale Notice") not less than 15 days prior to the proposed date of Section 2(a) hereof.the Tag-Along Sale (the

Tag-Along Rights. (ia) If, at If any time, one or more Shareholders (the “Selling Shareholders”) propose AS Person proposes to Transfer sell to any Person Third Party or group series of Third Parties more than an aggregate of ten percent (10%) of the shares of Company Common Stock then held by the AS Persons (in the “Proposed Purchaser”) in any aggregate, pursuant to a transaction or series of related transactions (other than in a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% which shall be subject to Article III), whether pursuant to a stock sale, merger, consolidation, a tender or more exchange offer or any other transaction (any such transaction, an “AS Sale”), one of the then outstanding Common SharesAS Investors, and (y) following an Initial Public Offering, 10% or more on behalf of the then outstanding Common Sharesselling AS Person(s), the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a Minority Investors written notice of the proposed Transfer, stating AS Person(s) intention to sell such Selling Shareholders’ intent to make such sale, shares setting forth the number of shares of Company Common Shares Stock proposed to be transferredso sold, the kind proposed sale price and amount of consideration to be paid for any and all other terms, conditions and details regarding such Common Shares and the name of the Proposed Purchaser sale (the “Purchase OfferTag-Along Notice”). Each other Shareholder During the 10 business days following the receipt of such Tag-Along Notice, each Minority Investor shall have the right to Transfer deliver a reply notice (“Tag-Along Acceptance”) to the Proposed Purchaser AS Investors setting forth its irrevocable election to require the proposed transferee or acquiring Person to purchase from such Minority Investor (each Minority Investor who exercises such right under this Section 2.4, a “Tagging Stockholder”): (x) in the case of the first such proposed sale following which AS Person(s), after giving effect to such AS Sale, would not have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Shares equal Stock up to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Shares Stock proposed to be Transferred directly or indirectly sold to the transferee or acquiring Person by the Selling Shareholders multiplied AS Person(s) in the contemplated AS Sale (a “Proposed Transferee”), at the same price per share and upon the same terms and conditions (including time of payment and form of consideration) as to be paid by and given to the AS Person(s). In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.4, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (Bwith respect to all matters other than AS Persons’ ownership of Company Common Stock) and agreements as the AS Person(s) agrees to make in connection with the AS Sale and such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AS Person(s) with respect to such party’s ownership of Company Common Stock; provided, that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) (I) shall be borne on a fraction, the numerator of which is pro rata basis based on the number of Common Shares then owned shares sold by such Shareholder each of the AS Person(s) and the denominator Tagging Stockholders and (II) shall not exceed the aggregate net proceeds received by each such Tagging Stockholder in connection with such AS Sale. Each Tagging Stockholder will be responsible for its proportionate share of which the reasonable out-of-pocket costs incurred by AS Persons in connection with the AS Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee. (b) In the event there has not been a timely election by one or more Minority Investors to include their shares of Company Common Stock in the proposed sale by the AS Person(s), then the AS Person(s) may, within and not later than 90 days following the date of delivery of the Tag-Along Notice and without any further obligation to the Minority Investors, sell its shares of Company Common Stock at the purchase price and on other terms and conditions substantially the same as those set forth in the Tag-Along Notice; provided that, promptly after the completion of the sale of such shares of Company Common Stock, the AS Person(s) shall provide the Minority Investors with written evidence of such sale; and provided further that, if such sale is not made within such 90 day period or is made on terms and conditions more favorable for the total number of Common Shares AS Person(s) than those set forth in the Tag-Along Notice, then outstanding (assuming, for purposes of all calculations of outstanding Common Shares the AS Person(s) may not consummate such sale without again complying with the procedures set forth in this clause Section 2.4. (ic) If any Tagging Stockholder exercises its, her or his rights under Section 2.4(a), the exercise closing of all then outstanding Warrants). (ii) Each Shareholder shall the purchase of the Company Common Stock with respect to which such rights have 10 been exercised is subject to, and will take place concurrently with, the closing of the AS Sale. If the closing of the AS Sale does not occur within 120 days from after the Minority Investors’ receipt of the Purchase Offer in which to accept Tag-Along Notice, each Tagging Stockholder may withdraw from such Purchase Offer AS Sale by providing written notice to the Selling Shareholders. Contemporaneously with AS Investors, for the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date benefit of the closingselling AS Persons, sell within ten business days after the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offerexpiration of such 120-day period. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. (ia) IfSubject to Section 11.10(e), at in the event that any time, one or more Shareholders Shareholder (the “Selling Shareholders”"SELLER") propose proposes to Transfer to Dispose of any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior then collectively held by it and its Affiliates, other than to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer Affiliate in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale11.3, the Selling Shareholders shall give notice to the Company, which shall provide a copy to then each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right (the "TAG-ALONG RIGHT") to Transfer require the proposed purchaser to purchase from such other Shareholder up to the Proposed Purchaser a number of Common whole Shares equal not to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) exceed the number derived from the following formula: N x TS = Tag S where N = total number of Common Shares owned by such other Shareholder TS = total number of Shares proposed to be Transferred Disposed of by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the Seller S = total number of Common Shares then outstanding (assuming, for purposes owned by the Seller immediately prior to the Disposition Tag = number of all calculations of outstanding Common Shares in respect of which such other Shareholder may exercise Tag-Along Rights. Any Shares purchased from the other Shareholders pursuant to this clause (i)Section 11.10 shall be paid for in the same consideration received by the Seller at the same price per Share and upon the same terms and conditions as the proposed Disposition by the Seller; provided, however, that in no event shall such other Shareholder be required to make any representations or provide any indemnities with respect to matters relating solely to the exercise of all then outstanding Warrants)Seller. (iib) Each Shareholder shall have 10 days from The Tag-Along Right may be exercised by the receipt other Shareholders by delivery of the Purchase Offer in which to accept such Purchase Offer by a written notice to the Selling Shareholders. Contemporaneously with Seller (the sale "TAG-ALONG NOTICE") within fifteen (15) days following delivery of the Notice of Proposed Sale by the Selling Shareholders, each Seller. The Tag-Along Notice shall state the amount of Shares that such other Shareholder so electing proposes to participate shall, on the date of the closing, sell the Common Shares indicated include in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser such Disposition to the Selling Shareholders proposed purchaser (not to exceed the number determined as specified in the Purchase Offeraforesaid). (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. DRAG-ALONG RIGHTS; RIGHT OF FIRST OFFER Section 3.1 Tag-Along Rights. (a) (i) IfSubject to compliance with Section 3.3, at if any timeStockholder or group of Stockholders (each, one a “Selling Stockholder”) wishes to transfer all or more Shareholders any portion of its Shares (the “Selling ShareholdersOffered Securities”) propose to Transfer to any Person (other than a Permitted Transferee) (a “Third Party Purchaser”), or group of Persons related Persons, and such transfer represents greater than a majority of the then-issued and outstanding Shares, then each of the Significant Stockholders (other than the Selling Stockholder, if applicable) (each, a “Proposed PurchaserTag-Along Rightholder”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer sell to such Third Party Purchaser, upon the terms set forth in a written notice from the Selling Stockholder to the Proposed Purchaser a Company, that number of Common Shares (the “Tag-Along Shares”) held by such Tag-Along Rightholder equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to that percentage of the Offered Securities determined by dividing (A) the total number of Common Shares proposed to be Transferred owned by such Tag-Along Rightholder as of the Selling Shareholders multiplied date of the Initial Tag Notice by (B) a fraction, the numerator sum of which is the number of Common Shares then owned by such Shareholder and the denominator of which is (x) the total number of Common Shares then outstanding (assuming, for purposes of owned by all calculations of outstanding Common Shares in such Tag-Along Rightholders exercising their rights pursuant to this clause (i), the exercise ) as of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell Initial Tag Notice and (y) the Common total number of Shares indicated in its written notice for the same consideration and on the same terms as those provided owned by the Proposed Purchaser to the Selling Shareholders Stockholder as specified in the Purchase Offer. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence date of Section 2(a) hereofthe Initial Tag Notice.

Tag-Along Rights. (a) Other than with respect to a Transfer of shares pursuant to Section 1(a)(i), 1(a)(ii) or 2, a Stockholder may Transfer such Stockholder's Shares only if such Stockholder (for purposes of this Section 4, an "Initiating Stockholder"): (i) Ifgives the Company written notice (a "Tag Along Notice") of the proposed transaction, at any timeincluding, one or more Shareholders without limitation, the date (not less than 30 days after the date of the Tag Along Notice), time and place of the closing thereof, the terms and conditions thereof, the aggregate number of shares of Common Stock that the purchaser named therein (the “Selling Shareholders”"Purchaser") propose has agreed to Transfer purchase pursuant to any Person Section 4(b), the number of Shares proposed to be sold by the Initiating Stockholder and a copy of the instrument or group agreement by which the Purchaser is making the grant referred to in Section 4(a)(ii); and (ii) the Purchaser has firmly and irrevocably granted to each stockholder of Persons the Company, whether or not a party to this agreement (collectively, the “Proposed "Other Stockholders") the right (but not the obligation) to sell to the Purchaser at the same time and upon the same terms and conditions offered to the Initiating Stockholder by the Purchaser”, the number of shares of Common Stock to be determined in accordance with Section 4(b). (b) in any transaction or series of related transactions The Purchaser shall purchase, and each Other Stockholder shall sell, a number of shares of Common Shares equal to Stock determined as follows: (xi) prior to an Initial Public Offeringthe Purchaser shall, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed TransferTag Along Notice, stating such Selling Shareholders’ intent firmly and irrevocably agree in writing to make such sale, purchase from each Other Stockholder up to the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number shares of Common Shares Stock equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred Share Equivalents then owned by the Selling Shareholders such Other Stockholder multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned Share Equivalents proposed to be sold by such Shareholder the Initiating Stockholder and the denominator of which is the total number of Common Shares Share Equivalents then outstanding owned by the Initiating Stockholder; and (assumingii) if the Purchaser is unable or unwilling to purchase the aggregate number of Common Share Equivalents that could be sold by the Initiating Stockholder and by each of the Other Stockholders (determined in accordance with Section 4(b)(i) above), then the Purchaser shall, prior to the date of the Tag Along Notice, firmly and irrevocably agree in writing to purchase a maximum number of shares of Common Stock (the "Tag Along Maximum") that the Purchaser would be willing and able to purchase. (c) If the number of shares to be acquired by the Purchaser is determined under Section 4(b)(ii), then the number of Common Share Equivalents to be sold by each Other Stockholder shall equal the number of shares that such Other Stockholder would have sold pursuant to Section 4(b)(i) multiplied by a fraction, the numerator of which is the Tag Along Maximum and the denominator of which is the sum of the number of Common Share Equivalents that all of the Other Stockholders delivering a Tag Along Election would have sold pursuant to Section 4(b)(i) plus the number of Common Share Equivalents proposed to be sold by the Initiating Stockholder in the Tag Along Notice. The number of shares to be sold by the Initiating Stockholder shall equal the difference between the Tag Along Maximum and the sum of the number of shares of Common Stock to be sold by the Other Stockholders pursuant to the preceding sentence. (d) Promptly after receipt by the Company of a Tag Along Notice, the Company shall give a copy thereof to each of the Other Stockholders. The right provided to the Other Stockholders pursuant to Section 4(a) shall be exercisable by each Other Stockholder by giving written notice (which shall specify the number of shares of Common Stock (up to the total number of shares held by such Other Stockholder) that such Other Stockholder desires to sell) (collectively, the "Tag Along Elections") to the Company and to the Initiating Stockholder within 15 days after the date of delivery of the Tag Along Notice to such Other Stockholder. Along with the Tag Along Election, each Other Stockholder exercising such right shall deliver to the Company, as agent for purposes such Other Stockholder, one or more certificates or other instruments (representing no less than the number of Common Share Equivalents determined in accordance with the formula set forth in the first sentence of Section 4(b)(i) above) in valid form for transfer with appropriate duly executed assignments, stock powers or endorsements, as the case may be, bearing any necessary documentary stamps and accompanied by such certificates of authority, consents to transfer or other instruments or evidences of the good title of such Other Stockholder to such Shares, free and clear of all calculations liens, claims and other encumbrances, as may reasonably be requested by the Initiating Stockholder or the Purchaser. (e) An Initiating Stockholder shall not consummate a Transfer pursuant to this Section 4 unless at the closing thereof the Purchaser shall purchase from each Other Stockholder exercising its right pursuant to the preceding sentence the number of outstanding Common Shares Share Equivalents determined in this clause (i), the exercise of all then outstanding Warrantsaccordance with Section 4(b). (iif) Each Shareholder shall have 10 days from the receipt The closing of the Purchase Offer transaction contemplated by a Tag Along Notice shall take place at such date, time and place as is specified in which to accept such Purchase Offer by written notice Tag Along Notice. At such closing, the Initiating Stockholder shall deliver to the Selling Shareholders. Contemporaneously Purchaser certificates or instruments representing the Shares to be sold by it in such transaction in valid form for transfer with appropriate duly executed assignments, stock powers or endorsements, as the sale case may be, bearing any necessary documentary stamps and accompanied by such certificates of authority, consents to transfer or other instruments or evidences of the good title of such Other Stockholder to such Shares, free and clear of any and all liens, claims and other encumbrances, as may reasonably be requested by the Selling Shareholders, each other Shareholder so electing to participate shall, on Purchaser and the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser Company shall deliver to the Selling Shareholders as specified Purchaser the shares of Common Stock to be sold by each Other Stockholder in the Purchase Offersuch transaction. (iiig) Notwithstanding The purchase price per Common Share Equivalent purchased from any Other Stockholder shall be equal to the foregoing, aggregate consideration paid to the Initiating Stockholder divided by the aggregate number of Common Share Equivalents sold by the Initiating Stockholder at the closing of such sale. (h) A Purchaser under this Section 2(b4 shall execute and deliver to the Company an instrument, satisfactory to the Company, which evidences the transferee's agreement to be bound by the provisions hereof with the same rights and obligations as the Stockholder; and any Initiating Stockholder shall cause each such Purchaser to agree to the foregoing as a condition to such purchase. (i) At the closing of the transaction, the Purchaser shall, and the Initiating Stockholder shall not apply cause the Purchaser to, remit to any Transfer permitted (orthe Other Stockholders selling their Shares, that portion of the sale proceeds to which each such Other Stockholder is entitled by reason of such Other Stockholders' participation in such transaction and, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) the sum of the first sentence number of Section 2(a) hereofshares elected to be sold by the Other Stockholders and the number of shares to be sold by the Initiating Stockholder exceeds the Tag Along Maximum, any stock certificates representing their respective pro rata shares of the amount of such excess.

Tag-Along Rights. (i) If, at any time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer At least 30 days prior to any Person or group sale by the Majority Investor of Persons (Ordinary Shares, which sale will cause the “Proposed Purchaser”) aggregate number of Ordinary Shares sold by the Majority Investor subsequent to the Closing to be more than 25% of the total issued share capital of the Company in any transaction or series of related transactions (excluding any Transfer (w) in a number of Common Shares equal to Public Sale, (x) prior to an Initial Public Offeringany of its members or Affiliates or their members, 5% partners, shareholders or more of the then outstanding Common SharesAffiliates, and (y) following an Initial Public Offeringto a co-investor (each, 10% or more a "Co-Investor") within twelve months after the date of the then outstanding Common SharesClosing or (z) to a member of management of the Company and its Subsidiaries (the "Excluded Transfers")), the Selling Shareholders Majority Investor shall afford deliver written notice (the "Sale Notice") to each other Shareholder Executive specifying in reasonable detail the opportunity to participate proportionately in such Transfer in accordance with this Section 2(bidentity of the prospective transferee(s). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice number of shares to be sold and the Company, which shall provide a copy to each other Shareholder with a notice terms and conditions of the proposed Transfer, stating such Selling Shareholders’ intent . Each Executive may elect to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common include any Ordinary Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Class D Convertible Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for contemplated Transfer at the same consideration price per share and on the same terms as those by delivering written notice to the Majority Investor within 30 days after delivery of the Sale Notice; provided that in the event that an Executive elects to transfer Class D Convertible Shares pursuant to this paragraph 5(c), the price per share paid to an Executive in respect of each Class D Convertible Share shall be reduced by the Proposed Purchaser Conversion Price per share for such Class D Convertible Share and upon such Transfer and the payment of the per share price, each such Class D Convertible Share shall be convertible into one Ordinary Share upon payment of the Conversion Price per share to the Selling Shareholders as specified Company. If any Executive has elected to participate in such Transfer, each of the Majority Investor and each such Executive shall be entitled to sell in the Purchase Offer. contemplated Transfer, at the same price and on the same terms, a number of Ordinary Shares and Class D Convertible Shares equal to the product of (iiii) the quotient determined by dividing (A) the percentage of Ordinary Shares and Class D Convertible Shares owned by such Person by (B) the aggregate percentage of Ordinary Shares and Class D Convertible Shares collectively owned by all persons participating in such Transfer and (ii) the aggregate number of Ordinary Shares to be sold in the contemplated Transfer. In determining whether the 25% threshold has been crossed, all related Transfers shall be taken into account, but no Excluded Transfers shall be taken into account. For example, if the Sale Notice contemplated a sale of 100 Ordinary Shares, and if the Majority Investor at such time owns 40% of all Ordinary Shares and if an Executive elects to participate and such Executive owns 2% of all Ordinary Shares and if other persons owning an aggregate of 10% of all Ordinary Shares elect to participate in the contemplated sale, the Majority Investor would be entitled to sell 76.9 shares (40% ÷ 52% × 100 shares), such Executive would be entitled to sell 3.9 shares (2% ÷ 52% × 100 shares) and the other persons would be entitled to sell 19.2 shares in the aggregate (10% ÷ 52% × 100 shares). Notwithstanding the immediately foregoing sentence, in the event of a Transfer (other than a Transfer in connection with which the Board and the holders of a majority of Ordinary Shares are exercising their rights pursuant to paragraph 8 hereof) that causes the rights of the Executives pursuant to this paragraph 5(c) to be triggered, each Executive shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Ordinary Shares and Class D Convertible Shares equal to the product of (i) the quotient determined by dividing (A) the percentage of Ordinary Shares and Class D Convertible Shares owned by such Person by (B) the aggregate percentage of Ordinary Shares and Class D Convertible Shares collectively owned by all persons participating in such Transfer and (ii) the aggregate number of Ordinary Shares to be sold in the contemplated Transfer plus the aggregate number of Ordinary Shares sold by the Majority Investor and the Co-Investors in all Transfers (other than Excluded Transfers) prior to the date of the contemplated Transfer. The number of Ordinary Shares and Class D Convertible Shares which an Executive is entitled to sell pursuant to this paragraph 5(c) shall be subject to ratable cut-back in relation to other executives that have acquired Ordinary Shares and Class D Convertible Shares (it being understood that in such circumstances, such executives shall have priority over the proposing transferor) in the event that the number of shares which Executives in the aggregate are entitled to sell in such contemplated Transfer exceeds the number of shares proposed to be sold in the contemplated Transfer. The rights of the Executives pursuant to this paragraph shall terminate as of the date that the aggregate percentage of shares which the Executives have been entitled to sell pursuant to this paragraph 5(c) (whether or not exercised) relative to their aggregate holdings of Ordinary Shares and Class D Convertible Shares equals the aggregate percentage of Ordinary Shares which the Majority Investor and the Co-Investors have sold in all Transfers plus the contemplated Transfer (after giving effect to the rights of the Executives pursuant to this sentence) relative to the aggregate holdings of Ordinary Shares held by the Majority Investor and the Co-Investors. Each person transferring Ordinary Shares or Class D Convertible Shares pursuant to this paragraph 5(c) shall pay his, her or its pro rata share (determined on the basis of consideration received or receivable by such person relative in such transaction to the aggregate consideration received or receivable by all persons participating in such transaction in their capacity as such) of the reasonable expenses incurred by the persons transferring shares in connection with such Transfer and shall be obligated to join in any indemnification or other obligations that the Majority Investor agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to another person such as indemnification with respect to representations and warranties given by such other person regarding such other person's title to and ownership of Ordinary Shares and Class D Convertible Shares). Notwithstanding the foregoing, this Section 2(bother than with respect to representations and warranties given by such person regarding such person's title to and ownership of Ordinary Shares and Class D Convertible Shares and covenants regarding such person, (x) the aggregate indemnification obligations or other obligations for which such person shall be liable shall not apply exceed such person's pro rata portion (determined on the basis of consideration received or receivable by such person relative in such transaction to any Transfer permitted (or, the aggregate consideration received or receivable by all persons participating in the event that such provisions shall have terminated transaction in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viiitheir capacity as such) of such indemnification obligation or other obligation and (y) in no event shall any holder of Executive Stock be required to assume any indemnification or other obligation in excess of the first sentence greater of Section 2(a(A) hereof50% of the after-tax proceeds received or receivable by such person as a result of such transaction and (B) the aggregate Acquisition Cost for the equity securities sold by such holder in such transaction.

Tag-Along Rights. (ia) If, at any time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 thirty (30) business days prior to the date proposed for such saleany Transfer of Common Stock by Xxxxx (other than a Permitted Transfer), the Selling Shareholders Minority Investors or the Individual Investors, the transferring party (the "Transferor") shall give deliver a written notice (the "Sale Notice") to the Company, which shall provide a copy to each other Shareholder with a notice Xxxxx, the Minority Investors and the Individual Investors (for this Section 5, the "Other Investors"), specifying in ---------- reasonable detail the identity of the proposed Transfer, stating such Selling Shareholders’ intent to make such saleprospective transferee(s), the number of Common Shares proposed shares to be transferredtransferred and the terms, the kind and amount conditions of consideration to be paid for such Common Shares the Transfer, and the name price and form of consideration. The Sale Notice shall also include copies of all of the Proposed Purchaser (agreements and other documents that will be used in connection with such Transfer. The Other Investors may elect to participate in the “Purchase Offer”). Each other Shareholder shall have contemplated Transfer, at the right to Transfer to same price per share and on the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred same terms, by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by delivering written notice to the Selling ShareholdersTransferor within ten (10) business days after delivery of the Sale Notice. Contemporaneously with the sale by the Selling ShareholdersSubject to Section 5(c), each other Shareholder so electing if any Other Investors have elected to participate shallin such Transfer, on the date of Transferor and such Other Investors shall be entitled to sell in the closingcontemplated Transfer, sell the Common Shares indicated in its written notice for at the same consideration price and on the same terms as those provided terms, a number of shares of Common Stock equal to the product of (i) the fraction determined by dividing the percentage of Common Stock owned by such Person by the Proposed Purchaser aggregate percentage of Common Stock owned by the Transferor and the Other Investors participating in such sale and (ii) the number of shares of Common Stock to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 shares by Xxxxx, and if Xxxxx at such time owns 30% of all Common Stock and if one Other Investor elects to participate and owns 20% of all Common Stock, Xxxxx would be entitled to sell 60 shares ((30%/50%) x 100 shares of Common Stock) and the Other Investor would be entitled to sell 40 shares ((20%/50%) x 100 shares of Common Stock). Each Investor transferring Common Stock pursuant to this Section shall pay its pro rata share (based on the number of shares to be sold) of the expenses incurred by the Investors in connection with such transfer (if and to the Selling Shareholders as specified extent not paid or payable by another person or entity) and shall be obligated to join on a pro rata basis (based on the number of shares of Common Stock to be sold) in any indemnification or other obligations that the Purchase OfferTransferor agrees to provide in connection with such Transfer. (iiib) Notwithstanding the foregoing, this (i) neither the Individual Investors nor the Minority Investors shall have the right under Section 2(b5(a) to participate in a Transfer by Xxxxx until the aggregate number of shares of Common Stock owned by Xxxxx (after giving effect to the transfer contemplated by Section 5(a)) equals less than 80% of the total number of shares of Common Stock owned by Xxxxx as of the Effective Date; (ii) neither Xxxxx nor the Minority Investors shall not apply have the right under Section 5(a) to participate in a Transfer by the Individual Investor until either (A) the aggregate number of shares of Common Stock owned by the Individual Investors (after giving effect to the transfer contemplated by Section 5(a)) equals less than 80% of the total number of shares of Common Stock owned by the Individual Investors as of the Effective Date, or (B) any Transfer permitted by the Individual Investors, in conjunction with any other events, transactions, Transfers or occurrences, results in a Loss of Control; and (oriii) neither Xxxxx nor the Individual Investors shall have the right under Section 5(a) to participate in a Transfer by the Minority Investors until the number of shares of Common Stock owned by the Minority Investor making such Transfer (after giving effect to the transfer contemplated by Section 5(a)) equals less than 80% of the total number of shares of Common Stock owned by such Minority Investor as of the Effective Date. (c) If any Transfer by Xxxxx results in Xxxxx having transferred shares of Common Stock which, in the event that aggregate, constitute more than 20% of the Common Stock owned by Xxxxx as of the Effective Date (a "Triggering Event"), then the Individual Investors shall be permitted to participate in any such provisions Transfer on the following terms: (i) for any such Transfer made in the first year following such Triggering Event, the Individual Investors shall have terminated be permitted to contribute 25% of those shares of Common Stock being transferred; (ii) for any such Transfer made in accordance with Section 10 hereofthe second year following such Triggering Event, that would have been permitted) by subsections the Individual Investors shall be permitted to contribute 35% of those shares of Common Stock being transferred; and (iii) through (viii) of for any such Transfer made in the first sentence of Section 2(a) hereofthird year following the Triggering Event or thereafter, the Individual Investors shall be allowed to participate on a pro rata basis with Xxxxx.

Tag-Along Rights. If any Stockholder or any of its Affiliates (any such Person for purposes of this Section 2.4, the "TRANSFEROR") wishes to transfer its shares of Common Stock or any portion thereof to any Person (the "TRANSFEREE"), the Transferor shall first give to the Company and each Warrant Securityholder (pursuant to a list provided by the Company) a written notice (a "TRANSFER NOTICE"), executed by it and the Transferee and containing (i) If, at any time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of shares of Common Stock that the Transferee proposes to acquire from the Transferor, (ii) the name and address of the Transferee, (iii) the proposed purchase price, terms of payment and other material terms and conditions of such proposed transfer, (iv) an estimate, in the Transferor's reasonable judgment, of the fair market value of any non-cash consideration offered by the Transferee and (v) an offer by the Transferee or Transferor to purchase, upon the purchase by the Transferee of any shares of Common Stock owned by the Transferor and for the same per share consideration, that number of Conversion Shares equal to (or if such number is not an integral number, the next integral number which is greater than such number) of each Warrant Securityholder which shall be the product of (x) prior to an Initial Public Offeringthe aggregate number of Conversion Shares either then owned, 5% or more issuable upon exercise of the Warrants then outstanding Common Sharesowned, by such Warrant Securityholder and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is shall be the number of shares of Common Shares then owned Stock indicated in the Transfer Notice as subject to purchase by such Shareholder the Transferee and the denominator of which is shall be the sum of (A) the total number of shares of Common Stock then owned by the Transferor and its Affiliates plus (B) the total number of Conversion Shares either then outstanding (assumingowned, for purposes of all calculations of outstanding Common Shares in this clause (i), the or issuable upon exercise of Warrants then owned, by all then outstanding Warrants). Warrant Securityholders plus (iiC) the total number of shares of Common Stock (on an as-converted to common basis) held by all Current Stockholders with pre-existing tag-along rights. Each Shareholder Warrant Securityholder shall have 10 the right for a period of 20 days from after the receipt of the Purchase Offer in which Transfer Notice is given, to accept such Purchase Offer offer in whole or in part, exercisable by delivering a written notice to the Selling Shareholders. Contemporaneously with Transferor and the sale Company within such 20-day period, stating therein the number of shares of Common Stock (which may be the number of shares set forth in the offer by the Selling ShareholdersTransferor or Transferee, as the case may be, or a portion thereof) to be sold by such Warrant Securityholder to the Transferor or Transferee, as the case may be. Prior to the earlier of (x) the end of such 20-day period or (y) the acceptance or rejection by each other Shareholder so electing to participate shall, on the date Warrant Securityholder of the closingTransferee's or Transferor's offer, as the case may be, neither the Transferor nor its Affiliates will complete any sale of shares of Common Stock to the Transferee. Thereafter, for a period of 60 days after the prohibition under the preceding sentence shall have terminated, the Transferor may sell to the Common Shares indicated in its written notice Transferee for the same consideration stated and on the same terms set forth in the Transfer Notice the shares of Common Stock stated in the Transfer Notice as those provided subject to purchase by the Proposed Purchaser Transferee, provided that the Transferor or Transferee, as the case may be, shall simultaneously purchase the number of shares of Common Stock as calculated above from those Warrant Securityholders who have accepted the Transferor's or Transferee's offer, as the case may be. The provisions of this Section 2.4 shall not apply (i) to transfers between the Transferor and any of its Affiliates or between Affiliates of the Transferor, (ii) transfers to the Selling Shareholders as specified in the Purchase Offer. Company or (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply transfers pursuant to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereofa public offering.

Tag-Along Rights. (i) If, If at any time, one time MJQ or more Shareholders (the “Selling Shareholders”) propose any of its Permitted Transferees proposes to Transfer by sale Shares to any Person or group of Persons (the “Proposed Purchaser”) proposed purchaser in any a transaction or series of related or similar transactions a number (other than Transfers permitted by clauses (a), (c) or (d) of Common Shares equal to (x) prior to an Initial Public OfferingSection 2.03), 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders MJQ shall afford each other Shareholder Parello and his Permitted Transferees the opportunity to participate proportionately xxxxxrtionately in such Transfer in accordance with this Section 2(b)2.04. At least 20 days prior to the date proposed Parello and each of his Permitted Transferees (each, for such salepurposes xx xxxs Section 2.04, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder "Tag-Along Shareholder") shall have the right to Transfer to Transfer, at the Proposed Purchaser a same price per share and upon identical terms and conditions as such proposed Transfer, the number of Common Shares equal to shares owned by such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be Tag-Along Shareholder equal to (Ai) the total number of Common Shares proposed to be Transferred then owned by the Selling Shareholders such Tag-Along Shareholder multiplied by (Bii) a fraction, the numerator of which is the total number of Common Shares then owned to be transferred by such Shareholder MJQ and its Permitted Transferees and the denominator of which is the total number of Common Shares shares then outstanding owned by Parello, MJQ and their respective Permitted Transferees. In cxxxxxxxon with any proposed Transfer by MJQ or its Permitted Transferees to which this Section 2.04 applies (assumingeach, for purposes of all calculations of outstanding Common Shares in this clause (iunder such circumstance, a "Transferor"), the exercise of all then outstanding Warrants). (ii) Each Shareholder MJQ and/or such Permitted Transferee, as applicable, shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by give prior written notice to each Tag-Along Shareholder of his or its right to sell Shares hereunder (the Selling Shareholders"Tag-Along Notice"), which notice shall identify the proposed purchaser and state the number of Shares proposed to be Transferred by MJQ and its Permitted Transferees, the proposed price per share therefor and other material terms and conditions of the proposed Transfer. Contemporaneously The Tag-Along Notice shall also contain a true and correct copy of any offer to or agreement by the Transferor by or with the sale by the Selling Shareholders, each other Shareholder so electing proposed purchaser to participate shall, on purchase such Shares. Within ten (10) days after the date of delivery of the closingTag-Along Notice, sell any of the Common Shares indicated Tag-Along Shareholders may elect to participate in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser such Transfer pursuant to the Selling Shareholders as specified in terms and conditions of such Tag-Along Notice by delivery of a notice to the Purchase Offer. (iii) Notwithstanding the foregoing, this Section 2(b) Transferor. Each participating Tag-Along Shareholder shall not apply be required to make any representations and warranties to any Person in connection with the Transfer permitted except as to good title and the absence of liens, pledges, security interests, charges and encumbrances with respect to such Tag-Along Shareholder's Shares, the existence of such Tag-Along Shareholder (orif it is not a natural person) and the authority for and validity and binding effect of any agreements entered into by such Tag-Along Shareholder in connection with such Transfer, and the Tag-Along Shareholders shall not be required to provide any indemnities in connection with the event that Transfer except for breach of such provisions shall have terminated representations and warranties. Transfers by any party hereto in accordance with this Section 10 hereof2.04 shall be permitted by this Agreement, provided, however, that would have been permitted) by subsections (iii) through (viii) if the Transferee will not be the sole shareholder of the first sentence of Section 2(a) hereofCorporation immediately after the Transfer, such transferee shall have executed and delivered to the Corporation an instrument in writing by which it joins in and agrees to be bound by this Agreement.

Tag-Along Rights. (ia) If, at any time, one or more Shareholders (the “Selling Shareholders”) propose If an Offeror desires to Transfer any portion of his or its Shares (other than a Transfer pursuant to any Person or group of Persons (Section 3.1(b)(i)) to a prospective purchaser pursuant to Section 3.3.1 and the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Non-Selling Shareholders shall afford each other Shareholder not have exercised their rights of first refusal pursuant to Section 3.3.1, then the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Non-Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to participate in the Transfer and include a pro-rata portion of their respective Shares in the proposed Transfer as set forth herein. (b) Prior to the Proposed Purchaser consummation of any Transfer by an Offeror of his or its Shares under Section 3.3.1 in the event that the Non-Selling Shareholders shall not have exercised their rights of first refusal pursuant to Section 3.3.1, each Non-Selling Shareholder shall have the right, on a pro-rata basis, to include in such Transfer such number of Common Shares owned by such Non-Selling Shareholder as shall equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total product of the number of Common Shares proposed to be Transferred by the Selling Shareholders Offeror multiplied by (B) a fraction, the numerator percentage of which is the number of Common Company’s Shares then owned by such Non-Selling Shareholder and the denominator as of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closingTag-Along Offer. Upon the failure of the Non-Selling Shareholders to exercise their right of first refusal pursuant to Section 3.3.1, sell the Common Shares indicated Offeror shall forthwith provide notice of the offer to all Non-Selling Shareholders (the “Tag-Along Offer”). The Tag-Along Offer shall set forth the proposed purchase price for each of the Non-Selling Shareholder’s Shares, the name and address of the prospective purchaser, the date of proposed Transfer, and all material terms and conditions upon which the proposed Transfer is to be made. Each Non-Selling Shareholder shall have five (5) days from the date of the Tag-Along Offer (the “Tag-Along Period”) in its written which to provide notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in Offeror that he or it accepts the Tag-Along Purchase Offer. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in . In the event that a Non-Selling Shareholder does not accept the Tag-Along Purchase Offer in writing, the Offeror shall, for a period of sixty (60) days from the expiration of the Tag Along Period, be entitled to dispose of the number of Shares that such provisions shall have terminated in accordance with Section 10 hereof, that Non-Selling Shareholder would have been permitted) by subsections (iii) through (viii) of otherwise entitled to sell had such Non-Selling Shareholder accepted the first sentence of Tag-Along Offer and provided that Section 2(a) hereof3.2 is fully complied with.

Tag-Along Rights. (i) If, at any timetime after the restrictions of Section 2.01 expire, one or more Shareholders a Shareholder proposes to sell Common Stock for value (the “Selling Shareholders”"Transferor") propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”other than a transferee in a Transfer permitted by Section 2.02) in any one transaction or a series of related transactions transactions, then such Transferor shall offer (the "Participation Offer") to include in the proposed sale a number of shares of Common Shares Stock designated by any of the other Shareholders not to exceed, in respect of any such Shareholder, the number of shares equal to the product of (xi) prior the aggregate number of shares to an Initial Public Offeringbe sold to the proposed transferee and (ii) the Shareholder's respective KCI Percentage; provided that if the consideration to be received includes any securities, 5% or more only Shareholders that are Accredited Investors (as defined below) shall be entitled to include their shares in such sale (but, in such case, each Shareholder shall be entitled to include in such sale a number of its shares, without duplication, equal to the number of shares held by its Affiliates that are excluded from sale by the operation of this proviso). The Transferor shall give written notice to each Shareholder of the then outstanding Common Shares, and Participation Offer (ythe "Transferor's Notice") following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At at least 20 twenty (20) days prior to the date proposed for such sale, the Selling Shareholders . The Transferor's Notice shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of specify the proposed Transfer, stating such Selling Shareholders’ intent to make such saletransferee, the number of Common Shares proposed shares to be transferredsold to such transferee, the kind amount and amount type of consideration to be paid received therefor, and the place and date on which the sale is to be consummated. Each Shareholder that wishes to include shares of Common Stock in the proposed sale in accordance with the terms of this Section 2.03 shall so notify the Transferor not more than ten (10) days after III-2 3 the date of the Transferor's Notice. The Participation Offer shall be conditioned upon the Transferor's sale of shares pursuant to the transactions contemplated in the Transferor's Notice with the transferee named therein. If any Shareholder accepts the Participation Offer, the Transferor shall reduce to the extent necessary the number of shares it otherwise would have sold in the proposed sale so as to permit other Shareholders that have accepted the Participation Offer to sell the number of shares that they are entitled to sell under this Section 2.03, and the Transferor and such other Shareholder or Shareholders shall sell the number of shares specified in the Participation Offer to the proposed transferee in accordance with the terms of such sale set forth in the Transferor's Notice. For purposes of this Section 2.03, "Accredited Investor" shall have the meaning set forth for such Common Shares and term in Regulation D. Notwithstanding the name of the Proposed Purchaser (the “Purchase Offer”). Each other foregoing, a Shareholder shall have the right to Transfer to the Proposed Purchaser a number include shares of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) Stock in the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by Transferor's sale under this Section 2.03 only if such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shallholds, on the date of he receives the closingTransferor's Notice, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offer. at least ten percent (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii10%) of the first sentence issued and outstanding shares of Section 2(a) hereofCommon Stock.

Tag-Along Rights. (i) IfIn the event that the Investor Group proposes to Transfer, at any time, in one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or a series of related transactions transactions, more than 20% of their Original Shares to an Independent Third Party and not involving a "BROKERS TRANSACTION" within the meaning of Rule 144 under the Securities Act of 1933, they shall deliver a written notice (the "SALE NOTICE") to the Other Stockholders, specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. The Other Stockholders may elect to participate in the contemplated Transfer with respect to any Shares they then hold by delivering written notice to the Investor Group within 10 days after delivery of the Sale Notice. If any Other Stockholders have elected to participate in such Transfer, the Investor Group and such Other Stockholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Common Shares equal to the product of (x) prior a)the quotient determined by dividing the percentage of Shares owned by such person by the aggregate percentage of Shares owned by Investor Group and the Other Stockholders participating in such sale and (b)the number of Shares to an Initial Public Offering, 5% or more be sold in the contemplated Transfer. The Investor Group shall use its best efforts to obtain the agreement of the then outstanding Common Sharesprospective transferee(s) to the participation of the Other Stockholders in the contemplated Transfer, and (ythe Investor Group shall not transfer any of their Shares to the prospective transferee(s) following an Initial Public Offering, 10% or more if the prospective transferee(s) declines to allow the participation of the then outstanding Common SharesOther Stockholders. If any portion of the Preferred Stock is included in any Transfer of Shares under this SECTION 3, the Selling Shareholders Transfer of such Preferred Stock shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide be treated as a copy to each other Shareholder with a notice transfer of the proposed TransferUnderlying Common Stock, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name purchase price for each share of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” Preferred Stock shall be equal to (A) the total number full purchase price determined hereunder for the underlying Common Stock issuable upon conversion of Common Shares proposed the Preferred Stock to be Transferred transferred less any price payable by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt holder of the Purchase Offer Preferred Stock in which to accept connection with such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offerconversion/exchange. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. (i) IfIf any Principal Stockholder of the Company desires to sell or transfer, at any time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any a single transaction or in a series of related transactions a number of Common Shares equal to transactions, fifteen percent (x15%) prior to an Initial Public Offering, 5% or more of the Company's Outstanding Common Stock (excluding, to the extent permitted by applicable law, transfers of Company Stock by any Principal Stockholder to a member of the family of such Principal Shareholder, or a trust for the benefit of such Principal Shareholder, or any of such Principal Shareholder's spouse, children or grandchildren; provided, however, a Principal Shareholder's obligations with respect to this Section 5 shall be assumed undiminished by any such transferee), then outstanding such Stockholder agrees to give notice of such intent to the Holders at least fifteen (15) days prior to the proposed date of such sale or transfer. Such notice shall specify the number and class of Common SharesStock and the terms, including price, upon which such Common Stock are to be sold or otherwise transferred and (y) following an Initial Public Offering, 10% the proposed date of such sale or transfer. One or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity Holders may elect to participate proportionately in such Transfer in accordance with this Section 2(b). At sale by giving notice to the Company and such Stockholders at least 20 five (5) days prior to the date of the proposed for sale or transfer. Such notice shall specify the number of shares of Common Stock which such Holder wishes to sell or transfer. If one or more of the Holders elects to participate in such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a and gives timely notice of such election in accordance with the provisions of this Section 5.1, then such sale shall not be effected unless the proposed Transfer, stating purchaser of such Selling Shareholders’ intent to make such sale, the number shares of Common Shares proposed Stock offers to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name purchase from each of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so Holders electing to participate shallin the sale, on the date of the closing, sell the Common Shares indicated in its written notice for at the same consideration time and on the same terms (including price) as those provided shares of Common Stock that are being purchased from such Stockholders, that proportional number of shares of Common Stock which bears the same proportion to the total number of shares of Common Stock issued and issuable upon the exercise of such Warrant by the Proposed Purchaser Holder as the number of shares of Common Stock being sold by such Stockholders bears to the Selling Shareholders as specified in the Purchase Offertotal number of shares of Common Stock owned by such Stockholder. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. (ia) IfExcept as permitted by Section 3.4 or in the case of sales pursuant to Article IV, if HEI, at any time or from time to time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any a single transaction or series of related transactions occurring within a number of Common Shares equal six-month period, or within a longer period if pursuant to (x) prior a single agreement, proposes to an Initial Public Offering, 5Transfer 20% or more of the outstanding shares of Company Common Stock (a "Tag-Along Sale"), then outstanding Common Shareseach Minority Stockholder shall have the right, and (y) following an Initial Public Offeringbut not the obligation, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, Tag-Along Sale by selling the number of shares of Company Common Shares proposed Stock respectively owned by it as calculated in the following manner. Such shares of Company Common Stock which were acquired by the Minority Stockholders pursuant to the Contribution Agreement and which are owned by the Minority Stockholders or their Affiliates which are Parties to this Agreement are hereinafter referred to as the "Stockholders' Shares;" provided, however that shares of Company Common Stock transferred from another Stockholder to a Minority Stockholder or its Affiliates (other than an Affiliate of such transferring Stockholder) shall not be deemed to be transferred, the kind and amount Stockholders' Shares. The number of consideration shares of Company Common Stock that each Minority Stockholder shall be entitled to be paid for include in such Common Shares and the name of the Proposed Purchaser Tag-Along Sale (the “Purchase Offer”). Each other Shareholder "Stockholder Allotment") shall have equal the right to Transfer to the Proposed Purchaser a number product of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (Ai) the total number of shares of Company Common Shares Stock proposed to be Transferred by pursuant to the Selling Shareholders multiplied by Tag-Along Sale or such greater number of shares that the proposed purchaser in the Tag-Along Sale shall agree to purchase or otherwise acquire, times (Bii) a fraction, the numerator of which is shall equal the number of Common Stockholders' Shares then owned by such Shareholder Minority Stockholder and its Affiliates which are parties to this Agreement on the date of the Sale Notice, and the denominator of which is shall equal the total sum of (A) the number of shares of Company Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer Stock owned by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, HEI and its Affiliates on the date of the closing, sell Sale Notice plus (B) the Common total number of Stockholders' Shares indicated in its written notice for owned by all Minority Stockholders and their Affiliates which are parties to this Agreement on the same consideration and date of the Sale Notice. (b) Any such sales by the Minority Stockholders shall be on the same terms and conditions as those provided the proposed Tag-Along Sale by HEI; provided, however that no participating Minority Stockholder shall be required to make any representation or warranty in connection with the Proposed Purchaser Tag-Along Sale, other than as to the Selling Shareholders enforceability of each agreement entered into in connection with such Tag-Along Sale with respect to the Minority Stockholder and its ownership and authority to sell, free of consent and approval requirements, liens, claims and encumbrances, the shares of Company Common Stock proposed to be sold by it. Each participating Minority Stockholder shall (and hereby agrees to), without limitation as specified to time, indemnify and hold harmless, to the full extent permitted by law, each of the other Stockholders against all losses, claims, damages, liabilities, costs (including costs of preparation) and expenses (including attorneys' fees and disbursements) arising out of or relating to any representation or warranty made by, or covenant of, such participating Minority Stockholder or any agent, employee, officer, or director of such participating Minority Stockholder in connection with or relating to or under the terms of each agreement entered into in connection with such Tag-Along Sale, except insofar as the same are based solely upon written information furnished in writing to such participating Minority Stockholder by such other Minority Stockholder expressly for use therein. (c) HEI shall promptly provide each of the Minority Stockholders with written notice (the "Sale Notice") not less than 15 days prior to the proposed date of the Tag-Along Sale (the -10- 14 "Tag-Along Sale Date"). In order to facilitate the prompt delivery of the Sale Notice, the Company hereby covenants to provide HEI and the Minority Stockholders participating in a Tag-Along Sale access to the stock record books of the Company. Each Sale Notice shall set forth: (i) the name of each proposed transferee or purchaser of Company Common Stock in the Purchase Offer.Tag-Along Sale; (ii) the number of shares of Company Common Stock proposed to be Transferred by HEI and, if applicable, such greater number of shares that the proposed purchaser is willing to purchase in connection with the Tag-Along Sale; (iii) Notwithstanding the foregoing, this Section 2(bproposed amount and form of consideration to be paid for such shares of Company Common Stock and the material terms and conditions of payment offered by each proposed transferee or purchaser; (iv) shall not apply confirmation that the proposed purchaser or transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to any Transfer permitted (or, in the event that such provisions shall have terminated purchase shares of Company Common Stock in accordance with Section 10 the terms hereof; (v) such Minority Stockholder's Stockholder Allotment; and (vi) the Tag-Along Sale Date. Each Minority Stockholder who wishes to participate in the Tag-Along Sale shall provide written notice (or oral notice confirmed immediately in writing) (the "Tag-Along Notice") to HEI not less than seven days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Company Common Stock that such Minority Stockholder elects to include in the Tag-Along Sale, which shall not exceed such Minority Stockholder's Stockholder Allotment. HEI shall determine the aggregate number of shares of Company Common Stock to be sold by each participating Minority Stockholder in any given Tag-Along Sale in accordance with the terms hereof, that would and the Tag-Along Notices given by the Minority Stockholders shall constitute their binding agreements to sell such shares at the price and on the terms and conditions applicable to such sale. If a Tag-Along Notice is not received by HEI participating in the Tag-Along Sale from a Minority Stockholder prior to the seven-day period specified above, HEI shall have been permitted) the right to Transfer the number of shares of Company Common Stock specified in the Sale Notice to the proposed purchaser or transferee without any participation by subsections (iii) through (viii) such Minority Stockholder, but only at a price and upon terms and conditions no more favorable to HEI than stated in such Sale Notice and only if such sale occurs on a date within 60 days of the first sentence of Section 2(a) hereofTag-Along Sale Date.

Tag-Along Rights. (i) IfIn the event that, at any timetime or from time to time (whether before or after the exercise or expiration of this Warrant), one or more Shareholders (the “Selling Shareholders”) propose to Transfer to there shall be proposed any Person or group sale of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more majority of the then outstanding Common SharesCompany Shares (counting any convertible stock on an “as converted” basis into common stock), and (y) following an Initial Public Offering, 10% the Company shall or more shall cause the subject stockholders of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity Company to participate proportionately in give written notice of such Transfer in accordance with this Section 2(b). At least 20 proposed transaction not less than twenty-five (25) days prior to the proposed closing date proposed for of such sale, which notice shall set forth the Selling Shareholders shall give notice to the Companyname, which shall provide a copy to each other Shareholder with a notice address, telephone number and principal line of business of the proposed Transfertransferee(s), stating such Selling Shareholders’ intent to make such the material terms and conditions of the proposed sale, and a copy of any relevant writings between the number of Common Shares proposed purchaser(s) and the selling stockholder(s). In addition to be transferredthe Put Option (if not previously exercised), the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder Holder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fractionright, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by exercisable upon written notice to the Selling Shareholders. Contemporaneously with selling stockholder(s) given not less than ten (10) days prior to the proposed date for consummation of the sale by (as set forth in the Selling Shareholdersnotice to the Holder described in this Section 13), each other Shareholder so electing to elect to participate shallin such transaction and sell to the proposed purchaser(s) a portion of the Warrant Shares equal, on a percentage basis, to the date percentage of the closingselling stockholder(s)’ Company Shares included in the proposed transaction, sell provided that the Common Holder shall not be required to make any representations or warranties or provide any indemnification to the purchaser(s) other than with respect to the Holder’s unencumbered ownership of the Warrant Shares); and otherwise, the terms and conditions of the Holder’s sale of Warrant Shares indicated shall be equivalent, on a per share basis, to the terms and conditions under which the selling stockholder(s) sells its or their Company Shares. In the event of any material modification of the terms and conditions of any proposed sale described in its this Section 13, the Company shall or shall cause the subject stockholder(s) to give written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser thereof to the Selling Shareholders as specified in Holder, and the Purchase Offer. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions Holder shall have terminated ten (10) days after receipt of such notice to determine whether to participate in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of or withdraw from the first sentence of Section 2(a) hereofmodified sale.

Tag-Along Rights. (a) Without prejudice to the provisions of Section 3.2 hereof, no Investor or group of Investors desiring to transfer shares of Investor Stock to a transferee who would hold 50% or more of the Common Stock Deemed Outstanding following such transfer, shall transfer such shares of Investor Stock unless the Company's Board of Directors and the holders of at least two-thirds of the outstanding Preferred Stock have approved such transfer. In addition, without prejudice to the provisions of Section 3.2 hereof, no Investor or a group of Investors (the "Subject Investors") desiring either (i) If, at any time, one to transfer shares of Investor Stock to a transferee who would hold 50% or more Shareholders of the Common Stock Deemed Outstanding following such transfer, or (ii) to transfer 50% or more of the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) Common Stock Deemed Outstanding in any transaction or series of related transactions other than to Permitted Transferees, shall transfer such shares of Investor Stock unless such Subject Investors shall have received an Offer (as defined below) from a number of Common proposed transferee which includes an offer to purchase the Tag-Along Shares equal to (x) prior to an Initial Public Offeringheld by the other Investors or Other Holders, 5% or more of on the then outstanding Common Shares, same terms and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior conditions as have been extended to the date proposed for such saleSubject Investors. For purposes of this Agreement, the Selling Shareholders "Tag-Along Shares" shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, mean the number of Common Shares proposed to be transferred, obtained by multiplying the kind and amount number of consideration to be paid for such Common Shares and held by the name other Investors or Other Holders as of the Proposed Purchaser (date of the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred Notice by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned shares of Investor Stock proposed to be transferred by such Shareholder the Subject Investors, and the denominator of which is the total number of Common Shares then outstanding shares of Investor Stock held by the Subject Investors. A Transfer Notice must be given by the Subject Investors to the other Investors or Other Holders and the Company at least forty-five (assuming, for purposes 45) days in advance of all calculations of outstanding Common Shares in this clause the proposed transfer which: (i), ) sets forth the exercise number of all then outstanding Warrants). shares of Investor Stock that such Subject Investors propose to transfer; (ii) specifies the consideration to be received by the Subject Investors in exchange for such shares of Investor Stock; (iii) identifies the name and address of the proposed transferee; (iv) indicates the date on which the proposed transfer is to occur; and (v) includes a copy of the offer (and any related correspondence reasonably necessary to understand and evaluate such offer) (the "Offer"). Each Shareholder shall have 10 of the other Investors or Other Holders may accept the offer to purchase included in the Offer for the Tag-Along Shares by providing written notice of its acceptance of such offer to the Company, the proposed transferee and the Subject Investors, on or prior to the twentieth (20th) day after the delivery the Transfer Notice. If, within twenty (20) days from after the receipt of the Purchase Offer Transfer Notice, the other Investors or Other Holders have not accepted the offer to purchase included in which the Offer, such Investors and Other Holders shall be deemed to accept such Purchase Offer by written notice have waived any and all tag-along rights with respect to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each or other Shareholder so electing to participate shall, on the date disposition of the closing, sell shares of Investor Stock of the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified Subject Investors described in the Purchase OfferTransfer Notice. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. (iThe Co-Sale Shareholder(s) If, at any time, one or more Shareholders will deliver a written notice (the “Selling Shareholders”"Sale Notice") propose to Transfer such effect to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling other Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At at least 20 30 days prior to the proposed closing date proposed for such salesale or exchange, and the Selling Sale Notice shall set forth the terms and conditions of such sale or exchange. Each of the other Shareholders shall give notice to have an option, exercisable at any time within 20 days after the Companydate of his, which shall provide a copy to each other Shareholder with a notice her or its receipt of the proposed TransferSale Notice, stating to elect to participate in such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”)sale or exchange as follows. Each other Shareholder shall have the right option to Transfer sell a portion of his, her or its Common Shares to the Proposed Purchaser a ultimate purchaser as of the proposed closing date for such sale or exchange, and upon the same terms and conditions as specified in the Sale Notice, pro rata with the Co-Sale Shareholder(s) and any other Shareholders electing to participate in such sale or exchange as provided in this Section 5.4(a), by written notice to such effect to the Co-Sale Shareholder(s). The number of Common Shares equal of the Co-Sale Shareholder(s) to such Shareholder’s Allotment. Such Shareholder’s “Allotment” be sold or exchanged shall be equal to (A) the total number of Common Shares proposed to be Transferred reduced by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and of the denominator electing other Shareholders which they elect to so sell or exchange (within the limitation of which is the total preceding sentence), so that the ultimate purchaser purchases in the aggregate the same number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days as such ultimate purchaser proposed to purchase from the receipt of the Purchase Offer in which to accept such Purchase Offer Co-Sale Shareholder(s). Failure by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each any other Shareholder so electing to participate shallgive notice of exercise under this Section 5.4(a) within the 20-day period shall be deemed a forfeiture and waiver of any right of such other Shareholder to xxxxxxxxxxx.xx such sale or exchange, provided that such sale or exchange is fully closed and consummated on or before the date of closing date, and upon the closingterms and conditions, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offer. (iii) Notwithstanding Sale Notice; provided, however, that if such sale or exchange shall not be so consummated then the foregoing, provisions of this Section 2(b5.4(a) shall not apply again be applicable to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) sale or exchange of the first sentence of Section 2(a) hereofCo-Sale Shareholder(s)' Common Shares.

Tag-Along Rights. (ia) IfExcept as permitted by Section 3.4 or in the case of sales pursuant to Article IV, if HEI, at any time or from time to time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any a single transaction or series of related transactions occurring within a number of Common Shares equal six-month period, or within a longer period if pursuant to (x) prior a single agreement, proposes to an Initial Public Offering, 5Transfer 20% or more of the outstanding shares of Company Common Stock (a "Tag-Along Sale"), then outstanding Common Shareseach Minority Stockholder shall have the right, and (y) following an Initial Public Offeringbut not the obligation, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, Tag-Along Sale by selling the number of shares of Company Common Shares proposed Stock respectively owned by it as calculated in the following manner. Such shares of Company Common Stock which were acquired by the Minority Stockholders pursuant to the Contribution Agreement, the Liberty Transfer, or the DIRECTV Agreement and which are owned by the Minority Stockholders or their Affiliates which are Parties to this Agreement are hereinafter referred to as the "Stockholders' Shares"; provided, however that shares of Company Common Stock transferred from another Stockholder to a Minority Stockholder or its Affiliates (other than an Affiliate of such transferring Stockholder) shall not be deemed to be transferred, the kind and amount Stockholders' Shares. The number of consideration shares of Company Common Stock that each Minority Stockholder shall be entitled to be paid for include in such Common Shares and the name of the Proposed Purchaser Tag-Along Sale (the “Purchase Offer”). Each other Shareholder "Stockholder Allotment") shall have equal the right to Transfer to the Proposed Purchaser a number product of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (Ai) the total number of shares of Company Common Shares Stock proposed to be Transferred by pursuant to the Selling Shareholders multiplied by Tag-Along Sale or such greater number of shares that the proposed purchaser in the Tag-Along Sale shall agree to purchase or otherwise acquire, times (Bii) a fraction, the numerator of which is shall equal the number of Common Stockholders' Shares then owned by such Shareholder Minority Stockholder and its Affiliates which are parties to this Agreement on the date of the Sale Notice, and the denominator of which is shall equal the total sum of (A) the number of shares of Company Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer Stock owned by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, HEI and its Affiliates on the date of the closingSale Notice plus (B) the total number of Stockholders' Shares owned by all Minority Stockholders and their Affiliates which are parties to this Agreement on the date of the Sale Notice, sell without duplication. (b) Any such sales by the Common Shares indicated in its written notice for the same consideration and Minority Stockholders shall be on the same terms and conditions as those provided the proposed Tag-Along Sale by HEI; provided, however that no participating Minority Stockholder shall be required to make any representation or warranty in connection with the Proposed Purchaser Tag-Along Sale, other than as to the Selling Shareholders enforceability of each agreement entered into in connection with such Tag-Along Sale with respect to the Minority Stockholder and its ownership and authority to sell, free of consent and approval requirements, liens, claims and encumbrances, the shares of Company Common Stock proposed to be sold by it. Each participating Minority Stockholder shall (and hereby agrees to), without limitation as specified to time, indemnify and hold harmless, to the full extent permitted by law, each of the other Stockholders against all losses, claims, damages, liabilities, costs (including costs of preparation) and expenses (including attorneys' fees and disbursements) arising out of or relating to any representation or warranty made by, or covenant of, such participating Minority Stockholder or any agent, employee, officer, or director of such participating Minority Stockholder in connection with or relating to or under the terms of each agreement entered into in connection with such Tag-Along Sale, except insofar as the same are based solely upon written information furnished in writing to such participating Minority Stockholder by such other Minority Stockholder expressly for use therein. (c) HEI shall promptly provide each of the Minority Stockholders with written notice (the "Sale Notice") not less than 15 days prior to the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date"). In order to facilitate the prompt delivery of the Sale Notice, the Company hereby covenants to provide HEI and the Minority Stockholders participating in a Tag-Along Sale access to the stock record books of the Company. Each Sale Notice shall set forth: (i) the name of each proposed transferee or purchaser of Company Common Stock in the Purchase Offer.Tag-Along Sale; (ii) the number of shares of Company Common Stock proposed to be Transferred by HEI and, if applicable, such greater number of shares that the proposed purchaser is willing to purchase in connection with the Tag-Along Sale; (iii) Notwithstanding the foregoing, this Section 2(bproposed amount and form of consideration to be paid for such shares of Company Common Stock and the material terms and conditions of payment offered by each proposed transferee or purchaser; (iv) shall not apply confirmation that the proposed purchaser or transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to any Transfer permitted (or, in the event that such provisions shall have terminated purchase shares of Company Common Stock in accordance with Section 10 the terms hereof; (v) such Minority Stockholder's Stockholder Allotment; and (vi) the Tag-Along Sale Date. Each Minority Stockholder who wishes to participate in the Tag-Along Sale shall provide written notice (or oral notice confirmed immediately in writing) (the "Tag-Along Notice") to HEI not less than seven days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Company Common Stock that such Minority Stockholder elects to include in the Tag-Along Sale, which shall not exceed such Minority Stockholder's Stockholder Allotment. HEI shall determine the aggregate number of shares of Company Common Stock to be sold by each participating Minority Stockholder in any given Tag-Along Sale in accordance with the terms hereof, that would and the Tag-Along Notices given by the Minority Stockholders shall constitute their binding agreements to sell such shares at the price and on the terms and conditions applicable to such sale. If a Tag-Along Notice is not received by HEI from a Minority Stockholder prior to the seven-day period specified above, HEI shall have been permitted) the right to Transfer the number of shares of Company Common Stock specified in the Sale Notice to the proposed purchaser or transferee without any participation by subsections (iii) through (viii) such Minority Stockholder, but only at a price and upon terms and conditions no more favorable to HEI than stated in such Sale Notice and only if such sale occurs on a date within 60 days of the first sentence of Section 2(a) hereofTag-Along Sale Date.

Tag-Along Rights. (ia) IfIf any holder of Common Shares (the "Selling Shareholder"), at any time or from time to time, one enters into an agreement (whether oral or more Shareholders written) to Transfer any Common Shares in accordance with Section 4.1(b)(ii) (a "Tag-Along Sale"), then each Shareholder other than the Selling Shareholder (the “Selling Shareholders”"Other Holders") propose shall have the right, but not the obligation, to Transfer to any Person or group of Persons (participate in such Tag-Along Sale by selling the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares respectively owned by such Other Holder as calculated in the following manner. Such Common Shares owned by the Other Holders are hereinafter referred to collectively as the "Shareholders' Shares." The number of Common Shares that the Other Holders shall be entitled to include in such Tag-Along Sale (the "Shareholders' Allotment") shall equal the product (rounded down to the nearest whole share) of (xi) prior the total number of Common Shares proposed to an Initial Public Offeringbe Transferred pursuant to the Tag-Along Sale or such greater number of shares that the proposed purchaser in the Tag-Along Sale shall agree to purchase or otherwise acquire, 5% or more times (ii) a fraction, the numerator of which shall equal the aggregate number of Shareholders' Shares on the date of the then outstanding Common SharesSale Notice (as defined below), and the denominator of which shall equal the sum of (yA) following an Initial Public Offering, 10% or more the aggregate number of Common Shares owned by the Selling Shareholder on the date of the then outstanding Common SharesSale Notice plus (B) the aggregate number of Shareholders' Shares on the date of the Sale Notice. For purposes of this Section 4.3, the number and price of Common Shares shall be calculated on a fully diluted basis. Any such sales by the Other Holders shall be on the same terms and conditions as the proposed Tag-Along Sale by the Selling Shareholders shall afford each other Shareholder Shareholder. (b) Notwithstanding the opportunity to participate proportionately in such Transfer in accordance with foregoing, this Section 2(b). At least 20 4.3 shall not apply to any transfer to a Shareholder pursuant to Section 4.2(b) hereof. (c) The Selling Shareholder shall promptly provide each of the Other Holders and the Company with written notice (the "Sale Notice") not less than thirty (30) days prior to the proposed date proposed for such saleof the Tag-Along Sale (the "Tag-Along Sale Date"). In order to facilitate the prompt delivery of the Sale Notice, the Company hereby covenants to provide the Selling Shareholders shall give notice Shareholder participating in a Tag-Along Sale access to the Company, which shall provide a copy to each other Shareholder with a notice Register of the Company. Each Sale Notice shall set forth (i) the name and address of each proposed Transfertransferee or purchaser of Common Shares in the Tag-Along Sale, stating such (ii) the name and address of the Selling Shareholders’ intent to make such sale, Shareholder and the number of Common Shares proposed to be transferredtransferred by such Selling Shareholder, (iii) the kind proposed amount and amount form of consideration to be paid for such Common Shares and the name terms and conditions of payment offered by each proposed transferee or purchaser, (provided, that in no event shall any non-cash consideration consist of anything other than Cash Equivalents or Marketable Securities or other securities reasonably subject to a valuation by an Independent Appraiser) (iv) the number of Shareholders' Shares held of record as of the Proposed Purchaser close of business on the date of the Sale Notice (the “Purchase Offer”). Each other Shareholder shall have "Notice Date") by the right Other Holders to Transfer to whom the Proposed Purchaser a notice is sent, (v) the aggregate number of Common Shares equal to such held of record as of the Notice Date by the Selling Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to , (Avi) the total number of Shareholders' Shares in the Shareholders' Allotment, (vii) confirmation that the proposed purchaser or transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to purchase Common Shares in accordance with the terms hereof, and (viii) the Tag-Along Sale Date. (d) Each Other Holder who wishes to participate in the Tag-Along Sale shall provide written notice (or oral notice confirmed in writing) (the "Tag-Along Notice") to the Selling Shareholder and the Company not less than twenty (20) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of Common Shares proposed that such Other Holder elects to be Transferred by include in the Selling Shareholders multiplied by Tag-Along Sale, which shall not exceed the product of (Bx) the Shareholders' Allotment times (y) a fraction, the numerator of which is equal to the aggregate number of Common Shareholders' Shares then owned of record as of the Notice Date by such Shareholder Other Holder and the denominator of which is the total aggregate number of Shareholders' Shares owned of record by all of the Other Holders as of the Notice Date. The Tag-Along Notice shall also specify the aggregate number of additional Common Shares owned of record as of the Notice Date by such Other Holder, if any, which such Other Holder desires also to include in the Tag-Along Sale ("Additional Shares") in the event there is an undersubscription for the entire Shareholders' Allotment. In the event there is an undersubscription by the Other Holders for the entire Shareholders' Allotment, the Selling Shareholder participating in the Tag-Along Sale shall apportion the unsubscribed Shareholders' Shares to Other Holders whose Tag-Along Notices specified an amount of Additional Shares, which apportionment shall be on a pro rata basis among such Other Holders in accordance with the number of Additional Shares specified by all such Other Holders in their Tag-Along Notices. (e) The Company shall determine the aggregate number of Common Shares then outstanding (assumingto be sold by each participating Other Holder or in any given Tag-Along Sale in accordance with the terms hereof, for purposes of all calculations of outstanding Common Shares in this clause (i), and the exercise of all then outstanding Warrants)Tag-Along Notices given by the Other Holders shall constitute their binding agreements to sell such shares at the price and on the terms and conditions applicable to such sale. (iif) Each If a Tag-Along Notice is not received by the Selling Shareholder participating in the Tag-Along Sale from an Other Holder prior to the twenty (20) day period specified above, the Selling Shareholder shall have 10 days from the receipt right to Transfer the number of Common Shares specified in the Purchase Offer Sale Notice to the proposed purchaser or transferee without any participation by such Other Holder (subject to the right of Other Holders to sell Additional Shares in which to accept such Purchase Offer by written notice the event of an undersubscription as described above), but only at a price and upon terms and conditions no more favorable to the Selling Shareholders. Contemporaneously with the Shareholder than those stated in such Sale Notice and only if such sale by the Selling Shareholders, each other Shareholder so electing to participate shall, occurs on the a date within ninety (90) days of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase OfferTag-Along Sale Date. (iiig) Notwithstanding the foregoing, The provisions of this Section 2(b) 4.3 shall not apply to any Transfer permitted transfer of any capital stock or other equity securities of any Special Purpose Shareholder. (orh) If the Other Holders do not exercise their rights to sell any Common Shares, in and the event that Selling Shareholder shall not have sold such provisions shall have terminated Shares in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) 4.3 before the expiration of the first sentence of 90-day period, then the Selling Shareholder may not sell such Shares without again complying with this Section 2(a) hereof4.3.

Tag-Along Rights. (i) If, at any timetime after the restrictions of Section 2.01 expire, one or more Shareholders a Shareholder proposes to sell Common Stock for value (the “Selling Shareholders”"Transferor") propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”other than a transferee in a Transfer permitted by Section 2.02) in any one transaction or a series of related transactions transactions, then such Transferor shall offer (the "Participation Offer") to include in the proposed sale a number of shares of Common Shares Stock designated by any of the other Shareholders not to exceed, in respect of any such Shareholder, the number of shares equal to the product of (xi) prior the aggregate number of shares to an Initial Public Offeringbe sold to the proposed transferee and (ii) the Shareholder's respective KCI Percentage; provided that if the consideration to be received includes any securities, 5% or more only Shareholders that are Accredited Investors (as defined below) shall be entitled to include their shares in such sale (but, in such case, each Shareholder shall be entitled to include in such sale a number of its shares, without duplication, equal to the number of shares held by its Affiliates that are excluded from sale by the operation of this proviso). The Transferor shall give written notice to each Shareholder of the then outstanding Common Shares, and Participation Offer (ythe "Transferor's Notice") following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At at least 20 twenty (20) days prior to the date proposed for such sale, the Selling Shareholders . The Transferor's Notice shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of specify the proposed Transfer, stating such Selling Shareholders’ intent to make such saletransferee, the number of Common Shares proposed shares to be transferredsold to such transferee, the kind amount and amount type of consideration to be paid received therefor, and the place and date on which the sale is to be consummated. Each Shareholder that wishes to include shares of Common Stock in the proposed sale in accordance with the terms of this Section 2.03 shall so notify the Transferor not more than ten (10) days after I-54 55 the date of the Transferor's Notice. The Participation Offer shall be conditioned upon the Transferor's sale of shares pursuant to the transactions contemplated in the Transferor's Notice with the transferee named therein. If any Shareholder accepts the Participation Offer, the Transferor shall reduce to the extent necessary the number of shares it otherwise would have sold in the proposed sale so as to permit other Shareholders that have accepted the Participation Offer to sell the number of shares that they are entitled to sell under this Section 2.03, and the Transferor and such other Shareholder or Shareholders shall sell the number of shares specified in the Participation Offer to the proposed transferee in accordance with the terms of such sale set forth in the Transferor's Notice. For purposes of this Section 2.03, "Accredited Investor" shall have the meaning set forth for such Common Shares and term in Regulation D. Notwithstanding the name of the Proposed Purchaser (the “Purchase Offer”). Each other foregoing, a Shareholder shall have the right to Transfer to the Proposed Purchaser a number include shares of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) Stock in the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by Transferor's sale under this Section 2.03 only if such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shallholds, on the date of he receives the closingTransferor's Notice, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offer. at least ten percent (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii10%) of the first sentence issued and outstanding shares of Section 2(a) hereofCommon Stock.

Tag-Along Rights. (i) IfPrior to an IPO of the Company, at any time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person if a Shareholder or group of Persons (Shareholders that holds more than 25% of the “Proposed Purchaser”) issued and outstanding share capital of the Company on an issued and outstanding basis reaches an agreement to sell all or a portion of its Shares in any a single transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offeringtransactions, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice holder of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to sell a pro rata share of their Shares in such transaction at the same price and on the same terms as the selling Shareholder. If a Shareholder or a group of Shareholders for which the provisions of this Section are applicable (in this Section, the "Seller") desires to Transfer any Shares held by it in the Company pursuant to the Proposed Purchaser terms of a number bona fide offer received from any party (in this Section, the "Buyer") or otherwise, such Seller shall promptly give the other Shareholders (the "Other Shareholders") written notice thereof, which fully describes the proposed Transfer (the "Co-Sale Offer") and the Other Shareholders or any one of Common Shares equal them shall have the right to require, within 14 days of receipt of the Co-Sale Offer, as a condition to such Shareholder’s Allotment. Such Shareholder’s “Allotment” Transfer described therein, that the Buyer shall be equal to (A) purchase from such Other Shareholders at the total number same price per share and on the same terms and conditions as involved in such Transfer by the Seller, that percentage of Common the Shares proposed to be Transferred acquired by the Selling Shareholders multiplied Buyer (in this Section, the "Transaction Shares") expressed by (B) a fraction, the numerator of which is the number of Common Shares then owned held by such Shareholder the Other Shareholders who exercise their right hereunder and the denominator of which is the total sum of (i) the aggregate number of Common Shares and (ii) the aggregate number of Shares then outstanding held by the Seller, all multiplied by 100 (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), such percentage shall be referred to as the exercise of all then outstanding Warrants"Other Shareholders Co-Sale Pro Rata Percentage"). (ii) Each 4.2.1 In the event that one or more of the Other Shareholders shall elect to participate in such Transfer, each such Other Shareholders shall communicate in writing such election to the Seller within the aforesaid period of time, and, 126 if the Transfer to the Buyer is consummated, such Other Shareholder shall have 10 days from be entitled to Transfer to the receipt Buyer as part thereof, and no Transfer of any Shares by the Seller shall be completed unless simultaneously with such Transfer the Buyer purchases, the Other Shareholders Co-Sale Pro Rata Percentage of the Purchase Offer Transaction Shares (and if more than one Other Shareholders so notified the Seller, such Co-Sale Pro Rata Percentage shall be allocated among them pro rata to their relative holdings in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling ShareholdersCompany), each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for at the same consideration price per share and on the same terms and conditions as those provided by set forth in the Proposed Purchaser Co-Sale Offer. If any Other Shareholder did not respond to a Co-Sale Offer within the aforesaid time period, it shall be deemed to be refusing to participate in such Transfer. 4.2.2 If none of the Other Shareholders elected to participate in such Transfer, or if some of them did elect to so participate, then the Seller shall be entitled to sell or transfer all, or the appropriate pro rata portion (together with the participating Other Shareholders' shares), as applicable, of the Transaction Shares to the Selling Shareholders as Buyer at any time within 90 days thereafter. Any such Transfer shall be at not less favorable terms and conditions to the Seller than those specified in the Purchase Co-Sale Offer. Any Shares not sold within such 90-day period shall continue to be subject to the requirements of this Section 4. (iii) Notwithstanding the foregoing, 4.2.3 The rights of co-sale under this Section 2(b) 4 shall not apply to any a Transfer permitted (or, in the event that such provisions shall have terminated in accordance with exempt from a right of first refusal under Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof3.

Tag-Along Rights. (a) If any holder of Shares (the "Selling Shareholder"), at any time or from time to time, enters into an agreement (whether oral or written) to transfer any Shares in accordance with clause (iii) of Section 7.1(b) (a "Tag- Along Sale"), then each Shareholder other than the Selling Shareholder (the "Other Holders") shall have the right, but not the obligation, to participate in such Tag-Along Sale by selling the number of Shares respectively owned by such Other Holder as calculated in the following manner. Such Shares owned by the Other Holders are hereinafter referred to collectively as the "Shareholders' Shares." The number of Shares that the Other Holders shall be entitled to include in such Tag-Along Sale (the "Shareholders' Allotment") shall equal the product (rounded down to the nearest whole share) of (i) Ifthe total number of Shares proposed to be Transferred pursuant to the Tag-Along Sale or such greater number of shares that the proposed purchaser in the Tag-Along Sale shall agree to purchase or otherwise acquire, at times (ii) a fraction, the numerator of which shall equal the aggregate number of Shareholders' Shares on the date of the Sale Notice (as defined below), and the denominator of which shall equal the sum of (A) the aggregate number of Shares owned by the Selling Shareholder on the date of the Sale Notice plus (B) the aggregate number of Shareholders' Shares on the date of the Sale Notice. For purposes of this Section 7.3, the number and price of Shares shall be calculated on a fully diluted basis. Any such sales by the Other Holders shall be on the same terms and conditions as the proposed Tag- Along Sale by the Selling Shareholder, provided, however, that no Other Holder shall be required to make any timerepresentation, one covenant or more Shareholders warranty in connection with the Tag-Along Sale, other than as to its ownership and authority to sell, free of liens, claims and encumbrances, the Shares proposed to be sold by it. (b) Notwithstanding the foregoing, this Section 7.3 shall not apply to any transfer to a Shareholder or the Company pursuant to Section 7.2 hereof. (c) The Selling Shareholder shall promptly provide each of the Other Holders and the Company with written notice (the “Selling Shareholders”"Sale Notice") propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 not less than 30 days prior to the proposed date proposed for such saleof the Tag-Along Sale (the "Tag-Along Sale Date"). In order to facilitate the prompt delivery of the Sale Notice, the Company hereby covenants to provide the Selling Shareholders shall give notice Shareholder participating in a Tag-Along Sale access to the Company, which shall provide a copy to each other Shareholder with a notice Register of the Company. Each Sale Notice shall set forth (i) the name and address of each proposed Transfertransferee or purchaser of Shares in the Tag-Along Sale, stating such (ii) the name and address of the Selling Shareholders’ intent to make such sale, Shareholder and the number of Common Shares proposed to be transferredtransferred by such Selling Shareholder, (iii) the kind proposed amount and amount form of consideration to be paid for such Common Shares and the name terms and conditions of payment offered by each proposed transferee or purchaser, (iv) the number of Shareholders' Shares held of record as of the Proposed Purchaser close of business on the date of the Sale Notice (the “Purchase Offer”). Each other Shareholder shall have "Notice Date") by the right Other Holders to Transfer to whom the Proposed Purchaser a notice is sent, (v) the aggregate number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) held of record as of the total number of Common Shares proposed to be Transferred Notice Date by the Selling Shareholders multiplied by Shareholder, (Bvi) the number of Shares that the Other Holder is entitled to include in the Tag-Along Sale (as computed in accordance with the equation set forth above) assuming each Other Holder elected to sell the maximum number of Shareholders' Shares possible, (vii) the number of Shareholders' Shares in the Xxxxxxxxxxxx' 00 Xxxxxxxxx, (xxxx) confirmation that the proposed purchaser or transferee is not a Carrier and has been informed of the "Tag-Along Rights" provided for herein and has agreed to purchase Shares in accordance with the terms hereof, and (ix) the Tag-Along Sale Date. (d) Each Other Holder who wishes to participate in the Tag-Along Sale shall provide written notice (or oral notice confirmed in writing) (the "Tag- Along Notice") to the Selling Shareholder and the Company not less than ten days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of Shares that such Other Holder elects to include in the Tag-Along Sale, which shall not exceed the product of (x) the Shareholders' Allotment times (y) a fraction, the numerator of which is equal to the aggregate number of Common Shareholders' Shares then owned of record as of the Notice Date by such Shareholder Other Holder and the denominator of which is the total aggregate number of Common Shareholders' Shares then outstanding owned of record by all of the Other Holders as of the Notice Date. The Tag- Along Notice shall also specify the aggregate number of additional Shares owned of record as of the Notice Date by such Other Holder, if any, which such Other Holder desires also to include in the Tag-Along Sale (assuming, "Additional Shares") in the event there is an undersubscription for purposes of all calculations of outstanding Common Shares in this clause (i)the entire Shareholders' Allotment. In the event there is an undersubscription by the Other Holders for the entire Shareholders' Allotment, the exercise Selling Shareholder participating in the Tag-Along Sale shall apportion the unsubscribed Shareholders' Shares to Other Holders whose Tag-Along Notices specified an amount of Additional Shares, which apportionment shall be on a pro rata basis among such Other Holders in accordance with the number of Additional Shares specified by all then outstanding Warrants)such Other Holders in their Tag-Along Notices. (iie) Each The Company shall determine the aggregate number of Shares to be sold by each participating Other Holder or in any given Tag-Along Sale in accordance with the terms hereof, and the Tag-Along Notices given by the Other Holders shall constitute their binding agreements to sell such shares at the price and on the terms and conditions applicable to such sale. (f) If a Tag-Along Notice is not received by the Selling Shareholder participating in the Tag-Along Sale from an Other Holder prior to the ten day period specified above, the Selling Shareholder shall have 10 days from the receipt right to Transfer the number of Shares specified in the Purchase Offer Sale Notice to the proposed purchaser or transferee without any participation by such Other Holder (subject to the right of Other Holders to sell Additional Shares in which to accept such Purchase Offer by written notice the event of an undersubscription as described above), but only at a price and upon terms and conditions no more favorable to the Selling Shareholders. Contemporaneously with the Shareholder than those stated in such Sale Notice and only if such sale by the Selling Shareholders, each other Shareholder so electing to participate shall, occurs on the a date within 90 days of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase OfferTag-Along Sale Date. (iiig) Notwithstanding the foregoing, The provisions of this Section 2(b) 7.3 shall not apply to any Transfer permitted (or, in the event that transfer of any capital stock or other equity securities of any Shareholder or other entity where substantially all of such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) Shareholder's or other entity's assets are directly or indirectly comprised of the first sentence of Section 2(a) hereofShares.

Tag-Along Rights. (i) IfSubject to Section 7.1, at if any time, one or more Shareholders Member receives a written offer (the “Selling ShareholdersOffer”) propose to from a Person who is not a Member or an Affiliate of a Member, for the Transfer to of any Person or group all of Persons (his or her Membership Interests without exercising the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) Drag-Along Option, if applicable, such Member, after obtaining the prior to an Initial Public Offering, 5% or more written consent of the then outstanding Common SharesManagement Committee, and (y) following an Initial Public Offering, 10% or more shall promptly forward a copy of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior Offer to the date proposed for such saleother Member(s), the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder together with a notice from such Member that Member desires to sell such Membership Interests. Such notice shall specify the number of Membership Interests which such Member desires to sell, the percentage that such Membership Interests represent of the total percentage of Membership Interests owned by the Selling Member, the identity of the proposed purchaser of the Membership Interests, and all of the material terms of the Offer, the Non-Selling Member(s) may, by [ten (10)] days written notice to such Member, demand that the Selling Member(s) include in such Transfer, stating such Non-Selling Shareholders’ intent to make such saleMember(s) entire Membership Interest, the number of Common Shares proposed to be transferredif Transferring its entire Membership Interest, the kind and amount of consideration to be paid for such Common Shares and the name or a pro rata portion of the Proposed Non-Selling Member(s)’ Membership Interest in the event the Selling Members are Transferring less than all of its Membership Interest to the Purchaser (the “Purchase OfferTag-Along Option”). Each other Shareholder If the Non-Selling Member(s) exercise their Tag-Along Option, the Non-Selling Member(s) shall have the right be required to Transfer so transfer their Membership Interests to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for purchaser at the same consideration price and on the same terms as those provided by and conditions under which such selling Member(s) shall transfer the Proposed Purchaser Membership Interest to the purchaser; provided, however, that no Member shall be required to assume any liability or obligation in connection with such sale without its consent except with respect to customary representations as to such Member’s title to the Membership Interest being transferred and the due authority and authorization, if necessary, to transfer such Member’s Membership Interest. Each of the Non-Selling Shareholders as specified Member(s) that exercise the Tag-Along Option shall, at the request of such Selling Member, become a party to the purchase or other agreement for the sale of the Membership Interests, and shall, among other things, join in any other representations and warranties made therein. No Transfers to the Purchase Offer. (iii) Notwithstanding the foregoing, purchaser shall be made pursuant to this Section 2(b) shall not apply 7.4 unless the purchaser accepts the Transfer of and agrees to any Transfer permitted (or, in the event that purchase all of such provisions shall have terminated in accordance with Selling Member(s)’ and Non-Selling Member(s)’ Membership Interest being Transferred pursuant to this Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof7.4.

Tag-Along Rights. (ia) IfIn the event that the rights of first offer set forth in Section 2.9 are not exercised, at any timeInvestor or Permitted Transferee proposing to Transfer any Equity Securities (a “Transferring Investor”) after the end of the Transfer Restriction Period, one or more Shareholders as otherwise permitted under Section 2.2(c), but prior to the Qualified IPO, shall be entitled to Transfer such Equity Securities during the time periods set forth in Section 2.9(e) and (f) subject to the following. The Transferring Investor shall have the obligation, and each other Investor and Permitted Transferee (for purposes of this Section 2.7, the “Selling ShareholdersOther Investors”) propose who is not then in breach of this Agreement shall have the right, to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions include a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more shares of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more each class of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately Equity Securities in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, at the number of Common Shares proposed to be transferred, same price per security and upon the kind same terms and amount of consideration conditions as to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer given to the Proposed Purchaser a number of Common Shares Transferring Investor(s), equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal the product (rounded up to the nearest whole number) of (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (Bi) a fraction, the numerator of which is the number of Common Shares then owned shares of such class of Equity Securities being Transferred held by such Shareholder Other Investor and the denominator of which is the total number of Common Shares then outstanding shares of such class of Equity Securities held by the Transferring Investor and all of the Investors seeking to exercise tag-along rights pursuant to this Section 2.7, multiplied by (assumingii) the number of shares of such class of Equity Securities proposed to be sold in the contemplated sale. The Other Investors must agree to make substantially the same representations, for purposes warranties, covenants and indemnities and other similar agreements as the Transferring Investor(s) agree to make in connection with the proposed Transfer of all calculations the Equity Securities of outstanding Common Shares in this clause (i), the exercise of all then outstanding WarrantsTransferring Investor(s). (iib) Each Shareholder Transferring Investor shall have 10 give notice to each of the Other Investors of each proposed Transfer giving rise to the rights of the Other Investors set forth in Section 2.7(a) at least 30 days from prior to the proposed consummation of such Transfer, setting forth the name of the Transferring Investor, the number of shares proposed to be so transferred, the name and address of the proposed transferee, the proposed amount and form of consideration and terms and conditions of payment offered by such proposed transferee, and a representation that the proposed transferee has been informed of the “tag-along” rights provided for in this Section 2.7. The tag-along rights provided pursuant to this Section 2.7 must be exercised by any Other Investor within 15 days following receipt of the Purchase Offer in which to accept such Purchase Offer notice required by the preceding sentence, by delivery of a written notice to the Selling ShareholdersTransferring Investor(s) indicating such Other Investor’s desire to exercise its rights and specifying the number of shares (up to the maximum number of shares owned by such Other Investor, subject to reduction in accordance with Section 2.7(a)). Contemporaneously with If any Other Investor accepts the sale offer contained in the tag-along notice required by the Selling Shareholders, each other Shareholder so electing to participate shall, on first sentence of this Section 2.7(b) and the Transferring Investor has not consummated the proposed Transfer within six months from the date of the closing, sell definitive agreement providing the Common Shares indicated in its written notice for terms and conditions of the same consideration and on the same terms as those provided sale of Equity Securities by the Proposed Purchaser Transferring Investor to the Selling Shareholders as specified in proposed transferee, then the Purchase Offerprovisions of this Section 2.7 shall again apply, and such Transferring Investor shall not Transfer or offer to Transfer such Equity Securities not Transferred during such time periods without again complying with this Section 2.7. If the proposed transferee fails to purchase shares from any Other Investor that has properly exercised its tag-along rights under Section 2.7(a), then the Transferring Investor(s) shall not be permitted to make the proposed Transfer. (iiic) Notwithstanding the foregoing, this The requirements set forth in Section 2(b2.7(a) and (b) shall not apply be applicable to any (i) Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof2.3, that would Section 2.5 or Section 2.8, or (ii) Transfer in a Public Offering. (d) If any of the Other Investors exercise their rights under Section 2.7(a), the closing of the purchase of the shares with respect to which such rights have been permitted) by subsections (iii) through (viii) exercised shall take place concurrently with the closing of the first sentence sale of Section 2(a) hereofthe Transferring Investor’s shares.

Tag-Along Rights. (ia) IfExcept for a disposition to a Permitted Transferee, at any timeno Shareholder or Shareholders desiring to dispose of Shares representing more than 50% of the outstanding Shares shall, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any one transaction or series of related transactions transactions, dispose of or accept an offer to dispose of Shares unless (i) such transferring Shareholder(s) (the "Subject Shareholder") shall have received a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more bona fide offer for the acquisition of the then outstanding Common Shares, Shares and (yii) following the bona fide offer includes an Initial Public Offeringoffer to each nontransferring Shareholder (at its option) to purchase, 10% or more of on the then outstanding Common Sharessame terms and conditions as have been extended to the Subject Shareholder, the Selling Shareholders Tag- Along Shares held by such nontransferring Shareholder. For purposes of this Agreement, "Tag-Along Shares" shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, mean the number of Common Shares proposed to be transferred, obtained by multiplying the kind and amount number of consideration to be paid for such Common Shares and the name held by a nontransferring Shareholder as of the Proposed Purchaser (date of the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred transfer notice by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned proposed to be disposed of by such the Subject Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes held by the Subject Shareholder. A transfer notice must be given by the Subject Shareholder to the nontransferring Shareholders and the Company at least 30 days in advance of all calculations of outstanding Common Shares in this clause the proposed disposition which: (i), the exercise ) sets forth such Subject Shareholder's intention to dispose of all then outstanding Warrants). its Shares; (ii) Each specifies the consideration to be received by the Subject Shareholder in exchange for such Shares; (iii) indicates the number of Shares proposed to be disposed of in such transaction or series of related transactions; (iv) identifies the name and address of the proposed transferee; (v) indicates the date on which the proposed transfer is to occur; and (vi) includes a copy of the bona fide offer (and any related correspondence reasonably necessary to understand and evaluate such bona fide offer). The Subject Shareholder shall have 10 also provide additional information reasonably requested by other Shareholders with respect to the proposed disposition. Any nontransferring Shareholder may elect to accept the offer to purchase included in the bona fide offer for the Tag-Along Shares by providing written notice of its acceptance of such offer to each of the Company, the proposed transferee and the other Shareholders, on or prior to the 30th day after the delivery of the transfer notice (which transfer by such Shareholder shall not be subject to Sections 2.6 through 2.8). If, within 30 days from after the receipt of a transfer notice, a nontransferring Shareholder has not accepted the Purchase Offer offer to purchase included in which the bona fide offer, such nontransferring Shareholder shall be deemed to accept such Purchase Offer by written notice have waived any and all rights with respect to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each or other Shareholder so electing to participate shall, on the date disposition of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified described in the Purchase Offer. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.transfer notice. '

Tag-Along Rights. (ia) IfIn the event of any proposed direct or indirect sale or other disposition for cash or other consideration (collectively, at any time, one a "Transfer") of Common Shares (whether now or more Shareholders (the “Selling Shareholders”hereafter issued) propose to Transfer to any Person or group of Persons (such other Person or Persons being hereinafter referred to as the “"Proposed Purchaser”") by any Principal or Principals in any transaction or a series of related transactions a number of Common Shares equal to (xother than an Excluded Transfer) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days at any time prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transferconsummation of an Initial Public Offering (the "IPO Date"), stating such Selling Shareholders’ intent to make such sale, each of the number Holders of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares Warrants and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder Warrant Shares shall have the right to Transfer to require the Proposed Purchaser to purchase from each of them up to a number of Common Warrant Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) determined by multiplying the total number of Common Warrant Shares proposed to be Transferred then held by the Selling Shareholders multiplied by such Holder (Bincluding Warrant Shares then obtainable upon exercise of Warrants) times a fraction, the numerator of which is the total number of Common Shares then owned by such Shareholder that the Proposed Purchaser is seeking to acquire in the proposed Transfer and the denominator of which is the total number of Common Shares then outstanding held by the Principals and all Persons entitled to participate in the proposed Transfer (assuming, for purposes whether pursuant to this Agreement or otherwise) measured on a fully diluted basis giving effect to the exercise or conversion of all calculations of outstanding Common Shares in this clause (i)warrants, the exercise of all then outstanding Warrants)options or convertible stock entitled to participate. (b) Each Principal and the Company shall notify, or cause to be notified, each Holder of Covered Equity in writing (a "Transfer Notice") of each such proposed Transfer at least 30 days prior to the date thereof. Such notice shall set forth: (i) the name and address of the Proposed Purchaser and the number of Common Shares and other securities, if any, proposed to be transferred, (ii) Each Shareholder the proposed amount of consideration and terms and conditions of payment offered by such Proposed Purchaser (if the proposed consideration is not cash, the Transfer Notice shall have 10 days from describe the receipt terms of the Purchase Offer proposed consideration) and (iii) that either the Proposed Purchaser has been informed of the Tag-Along Right and has agreed to purchase Warrant Shares in which to accept accordance with the terms hereof or that a Principal or Principals will make such Purchase Offer purchase. The Tag-Along Right may be exercised by any Holder of Covered Equity (each a "Participating Holder") by delivery of a written notice to the Selling Shareholdersapplicable Principal and the Company (a "Tag-Along Notice"), within the five Business Days following such Holder's receipt of the Transfer Notice, indicating its election to exercise the Tag-Along Right. Contemporaneously The Tag-Along Notice shall state the amount of Warrant Shares that such Holder proposes to include in such Transfer to the Proposed Purchaser determined in accordance with paragraph (a) above. Failure by any Holder to provide a Tag-Along Notice within the five Business Day notice period shall be deemed to constitute an election by such Holder not to exercise its Tag-Along Right. The closing with respect to any sale to a Proposed Purchaser pursuant to this Section 2 shall be held at the time and place specified in the Transfer Notice but in any event within 60 days of the date such Transfer Notice is given; provided that if through the exercise of commercially reasonable efforts the Company is unable to cause such transaction to close within 60 days, such period may be extended for such reasonable period of time as may be necessary to close such transaction. Consummation of the sale of Common Shares by any Principal and the Company to a Proposed Purchaser shall be conditioned upon consummation of the sale by each Participating Holder that provided a timely Tag-Along Notice to such Proposed Purchaser (or the Selling Shareholders, each other Shareholder so electing to participate shall, on the date Principal) of the closingWarrant Shares entitled to be transferred as described above, sell if any. (c) In the Common event that the Proposed Purchaser does not purchase any Warrant Shares indicated in its written notice for the same consideration and entitled to be transferred as described above on the same terms and conditions as purchased from the applicable Principal, then the applicable Principal shall purchase such Warrant Shares on like terms if the Transfer occurs. (d) Any Warrant Shares purchased from the Participating Holders pursuant to this Section 2.2 shall be paid for in the same type of consideration and at the same price per Common Share and upon the same terms and conditions as those provided applicable to a proposed Transfer of Common Shares by the Principals (regardless of the class of common shares to be sold). If the Warrants and Warrant Shares to be purchased include securities or property other than common shares, the price to be paid for such securities or property shall be the same price per share or other denomination paid by the proposed purchaser for like securities purchased from the Principals or, if like securities are not purchased from the Principals, the fair market value of such securities determined by an internationally recognized investment banking firm selected by the Company. The Principal shall arrange for payment directly by the Proposed Purchaser to each Participating Holder, upon delivery of the Selling Shareholders certificate or certificates representing the Warrant Shares duly endorsed for transfer, together with such other documents as specified in the Purchase OfferProposed Purchaser may reasonably request. (iiie) Notwithstanding Upon delivering a Tag-Along Notice, each Participating Holder will, if requested by the foregoingapplicable Principal, execute and deliver a custody agreement and power of attorney (a "Custody Agreement") in form and substance reasonably satisfactory to such Principal with respect to the Warrant Shares to be included in the Proposed Transfer pursuant to this Section 2(bAgreement. The Custody Agreement will provide that the Participating Holder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein (which may be an employee or officer of one of the Principals) shall not apply to any Transfer permitted a certificate or certificates representing the applicable Warrant Shares or Warrants with the form of notice of exercise duly executed (orwhich exercise notice may be conditioned on the consummation of the Proposed Transfer), in each case duly endorsed in blank by the event registered owner or owners thereof or accompanied by duly executed stock powers in blank, and will irrevocably appoint said custodian and attorney-in-fact as such Participating Holder's agent and attorney-in-fact with full power and authority to act under a custody agreement and power of attorney on behalf of such Participating Holder with respect to the matters specified herein. (f) Each Participating Holder agrees that he or she will execute such other agreements as the applicable Principal or the Proposed Purchaser may reasonably request in connection with the consummation of the Proposed Transfer and the transactions contemplated thereby. (g) If at the end of 60 days following the date on which a Transfer Notice was given (as such period may be extended pursuant to the provisions shall of Section 2.2(b)), the sale of Common Shares by the Principals and the sale of the Covered Equity entitled to be transferred as provided above have terminated not been completed in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) the terms of the first sentence of Section 2(a) hereofProposed Purchaser's offer, all certificates representing such Covered Equity shall be returned to the Participating Holders, and all the restrictions on transfer contained in this Agreement with respect to Common Shares owned by the Principals shall remain in effect.

Tag-Along Rights. (i) If, at any time, one or more Shareholders (In the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (event that the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common aggregate Offered Shares proposed to be Transferred in an individual transaction or as part of a series of related transactions, is greater than 50% of the Shares outstanding, then the Offering Stockholder shall cause any Third Party to whom such Shares are proposed to be Transferred to offer in writing to each Remaining Stockholder which has not delivered a Remaining Stockholders Acceptance pursuant to Section 2.2(c) to purchase at the Offering Price and on the Offering Terms such number of Shares held by each such Remaining Stockholder (a “Purchase Offer”) determined by multiplying the Selling Shareholders multiplied number of Shares held by (B) each such Remaining Stockholder by a fraction, the numerator of which is shall be the number of Common Third Party Shares then owned by to be Transferred in such Shareholder transaction or series of related transactions and the denominator of which is shall be the total aggregate number of Common Shares then outstanding held by the Offering Stockholder at the time of such transaction or the first of a series of related transactions. If such Third Party is acquiring Shares in a single transaction or a series of related transactions from one or more Stockholders, (assuminga) the Offering Price shall be the highest of the prices and the Offering Terms shall be those terms offered by such Third Party to any Offering Stockholder in any one of such transactions which are most favorable to the offeree and (b) the number of Shares held by each Remaining Stockholder which such Third Party shall offer to acquire shall be determined by multiplying the number of Shares held by each such Remaining Stockholder by a fraction, for purposes the numerator of which shall be the number of all calculations Third Party Shares to be Transferred in such transaction or series of outstanding Common related transactions and the denominator of which shall be the aggregate number of Shares in this clause (i), held by all such Offering Stockholders at the exercise time of all then outstanding Warrants). (ii) such transaction or the first of a series of related transactions. Each Shareholder such Remaining Stockholder shall have 10 twenty (20) days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offer. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. (i) 2.1 If, at any time and from time to time, one the Company shall, either alone or more Shareholders in conjunction with any shareholders of the Company, receive and wish to accept a bona fide offer from an unaffiliated third party for the purchase of the Company's capital stock constituting at least fifty percent (the “Selling Shareholders”50%) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and capital stock of the Company (yor a series of offers for the purchase of an aggregate of at least fifty percent (50%) following an Initial Public Offering, 10% or more of the then outstanding Common Sharescapital stock of the Company), then the Selling Shareholders Company shall afford cause such offer to also contain an irrevocable offer by the subject third party ("Offeror") to permit each other Shareholder the opportunity Investor to participate proportionately in such the proposed transaction in the manner set forth below. 2.2 In connection with any proposed Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to (a "Sale") of capital stock of the Company, which as described in Section 2.1(a), the Company shall provide cause the Offeror to include in the Offer a copy binding offer (the "Purchase Offer") in writing to each other Shareholder with Investor (each, a notice "Tag-Along Offeree") to purchase any or all of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name Stock of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then Company owned by such Shareholder Tag-Along Offeree, to the extent that the Tag-Along Offeree may wish to sell such Common Stock. Such purchase shall be made at the price per share and on such other terms and conditions as the denominator Offeror has offered to purchase the Common Stock of which is the total number Company to be sold by the Company or subject group of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) shareholders. Each Shareholder Tag-Along Offeree shall have 10 twenty-one (21) days from the date of receipt of the Purchase Offer in which to accept such Purchase Offer by written notice Offer, and the closing of such transaction shall occur at the same time and place as the closing of the Sale, but in no event prior to the Selling Shareholders. Contemporaneously expiration of the twenty-one (21)-day period stated above. 2.3 In connection with any closing of any transaction pursuant to this Section 2.1, payment shall be made by wire transfer of immediately available funds in the sale by appropriate amount (and any non-cash consideration shall be paid) to the Selling ShareholdersCompany or selling shareholder (or such Person's legal representative, as the case may be) and each participating Tag-Along Offeree (or such Person's legal representative, as the case may be), against delivery to the Offeror of the certificate(s) or instrument(s) representing the Common Stock of the Company so purchased, each other Shareholder so electing duly endorsed for transfer to participate shallsuch Offeror or accompanied by a stock transfer power duly endorsed for transfer, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration with all signatures guaranteed and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offerall requisite stock transfer taxes paid and stamps affixed. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. (a) If Holdings or any Company Stockholder (any such Person for purposes of this Section 2.04(a), the "Transferor") wishes to transfer its shares of Company Common Stock or any portion thereof to any Person (the "Transferee"), the Transferor shall first give to the Company and each Warrant Securityholder (pursuant to a list provided by the Company) a written notice (a "Transfer Notice"), executed by it and the Transferee and containing (i) If, at any time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of shares of Company Common Stock that the Transferee proposes to acquire from the Transferor, (ii) the name and address of the Transferee, (iii) the proposed purchase price, terms of payment and other material terms and conditions of such proposed transfer, (iv) an estimate, in the Transferor's reasonable judgment, of the fair market value of any non-cash consideration offered by the Transferee and (v) an offer by the Transferee or Transferor to purchase, upon the purchase by the Transferee of any shares of Company Common Stock owned by the Transferor and for the same per share consideration, that number of Conversion Shares equal to (or if such number is not an integral number, the next integral number which is greater than such number) of each Warrant Securityholder which shall be the product of (x) prior to an Initial Public Offeringthe aggregate number of Conversion Shares either then owned, 5% or more issuable upon exercise of the Warrants then outstanding Common Sharesowned, by such Warrant Securityholder and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is shall be the number of shares of Company Common Shares then owned Stock indicated in the Transfer Notice as subject to purchase by such Shareholder the Transferee from the Transferor and the denominator of which is shall be the sum of (A) the total number of shares of Company Common Stock then owned by the Transferor plus (B) the total number of Conversion Shares either then outstanding (assumingowned, or issuable upon exercise of Warrants then owned, by each Warrant Securityholder. Each Warrant Securityholder shall have the right, for purposes a period of all calculations of outstanding Common Shares in this clause (i)20 days after the Transfer Notice is given, the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer offer in whole or in part, exercisable by delivering a written notice to the Selling Shareholders. Contemporaneously with Transferor and the sale Company within such 20-day period, stating therein the number of shares of Company Common Stock (which may be the number of shares set forth in the offer by the Selling ShareholdersTransferor or Transferee, as the case may be, or a portion thereof) to be sold by such Warrant Securityholder to the Transferor or Transferee, as the case may be. Prior to the earlier of (x) the end of such 20-day period or (y) the acceptance or rejection by each other Shareholder so electing to participate shall, on the date Warrant Securityholder of the closingTransferee's or Transferor's offer, as the case may be, the Transferor will not complete any sale of shares of Company Common Stock to the Transferee. Thereafter, for a period of 60 days after the prohibition under the preceding sentence shall have terminated, the Transferor may sell to the Common Shares indicated in its written notice Transferee for the same consideration stated and on the same terms set forth in the Transfer Notice up to the number of shares of Company Common Stock stated in the Transfer Notice as those provided subject to purchase by the Proposed Purchaser to Transferee, provided that the Selling Shareholders Transferor or Transferee, as specified in the Purchase Offer. (iii) Notwithstanding case may be, shall simultaneously purchase the foregoingnumber of shares of Company Common Stock as calculated above from those Warrant Securityholders who have accepted the Transferor's or Transferee's offer, as the case may be. The provisions of this Section 2(b2.04(a) shall not apply to transfers between the Transferor and any of its Affiliates or between Affiliates of the Transferor. (b) If Security Capital or any Management Stockholder (any such Person for purposes of this Section 2.04(b), the "Transferor") wishes to transfer its shares of Holdings Common Stock or any portion thereof to any Person (the "Transferee"), the Transferor shall first give to Holdings and each Warrant Securityholder (pursuant to a list provided by the Company) a written notice (a "Transfer permitted Notice"), executed by it and containing (ori) the number of shares of Holdings Common Stock that the Transferee proposes to acquire from the Transferor, (ii) the name and address of the Transferee, (iii) the proposed purchase price, terms of payment and other material terms and conditions of such proposed transfer and (iv) an estimate, in the event that such provisions Transferor's reasonable judgment, of the fair market value of any non-cash consideration offered by the Transferee. Each Warrant Securityholder shall have terminated the right, in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) the terms of the first sentence Warrants, to require the Company to redeem the Warrants held by such Warrant Securityholder and the Transferor shall not consummate the transfer set forth in the Transfer Notice unless, contemporaneously with the consummation of such transfer, the Company shall effect such redemption. The provisions of this Section 2(a2.04(b) hereofshall not apply to transfers between the Transferor and any of its Affiliates or between Affiliates of the Transferor.

Tag-Along Rights. (i) IfSubject to Section 5(e)(vii), if, at any timetime after the Closing, one any of the THSI Principals or more Shareholders any of their Transferees in an Exempt Transfer (the “Selling Shareholders”as defined in Section 5(e)(viii)) propose (each, a "Section 5 Transferor") or any group of Section 5 Transferors proposes to Transfer any of such Person's Common Stock to a Person or Persons, except pursuant to an Exempt Transfer or a Charitable Transfer (as defined in Section 5(e)(viii)), prior to any Person or group of Persons such Transfer, such Section 5 Transferor shall promptly (the “Proposed Purchaser”) and in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At event at least 20 business days prior to the proposed closing date proposed for such sale, thereof) provide the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder Purchasers with a written notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, Transfer (the "Transfer Notice") containing the following: (1) the name and address of the proposed Transferee; (2) the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number shares of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares Stock proposed to be Transferred by such Section 5 Transferor; and (3) the Selling Shareholders multiplied purchase price and other material terms and conditions of payment and the closing date for the proposed Transfer (including, if available, a copy of any purchase agreement related thereto). (ii) If any Purchaser wishes to participate in such Transfer, such Purchaser (or Greenwich II on behalf of such Purchaser) shall notify such Section 5 Transferor by written notice (Bthe "Tag-Along Notice") on or before the expiration of 10 business days following receipt of the Transfer Notice that such Purchaser desires to Transfer to the proposed Transferee a part of its shares of Common Stock (as determined pursuant to the following sentence) on the same terms and conditions set forth in the Transfer Notice. The Tag-Along Notice shall specify the number of shares of Common Stock such Purchaser desires to Transfer (the "Tag-Along Amount"). The maximum number of shares of Common Stock that such Purchaser shall be entitled to Transfer pursuant to the Tag-Along Notice shall be determined by multiplying the number of shares of Common Stock held by such Purchaser at the time of the Transfer Notice by a fraction, the numerator of which is the number of shares of Common Shares then owned Stock proposed to be Transferred to the Transferee by such Shareholder Section 5 Transferor and the denominator of which is the total aggregate number of shares of Common Shares Stock then outstanding (assuming, for purposes of owned by all calculations of outstanding Common Shares in this clause (i)Section 5 Transferors. If no Purchaser provides the Section 5 Transferor with a Tag-Along Notice within the period above-specified, the exercise Section 5 Transferor shall be free to sell all or a portion of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice his Common Stock to the Selling Shareholders. Contemporaneously with Transferee in the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration amount and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified and conditions set forth in the Purchase OfferTransfer Notice. If any Purchaser provides the Section 5 Transferor(s) with a Tag-Along Notice, the Section 5 Transferor may not effect such Transfer unless the Transferee shall have purchased the Tag-Along Amount or the Reduced Tag-Along Amount (as defined in Section 5(e)(iv)) from such Purchaser on the same terms and conditions set forth in the Transfer Notice. (iii) Notwithstanding The Tag-Along Notice given by such Purchaser shall constitute the foregoingPurchaser's irrevocable and binding agreement to Transfer to the Transferee the Tag-Along Amount or the Reduced Tag-Along Amount on the terms and conditions specified in the Transfer Notice. (iv) If the sum (the "Aggregate Shares Offered") of (w) the aggregate number of shares of Common Stock proposed to be Transferred to the Transferee by the Section 5 Transferor and (x) the total of the Tag-Along Amounts for each Purchaser exceeds the maximum number of shares of Common Stock that such Transferee is willing to purchase (the "Maximum Number"), then (y) the maximum number of shares of Common Stock that such Section 5 Transferor shall be entitled to Transfer to the Transferee shall be reduced to the number (rounded down to the nearest whole share) obtained by multiplying the number of shares of Common Stock that such Section 5 Transferor proposed to Transfer to the Transferee by a fraction, the numerator of which is the Maximum Number and the denominator of which is the Aggregate Shares Offered, and (z) the maximum number of shares of Common Stock that any Purchaser which has delivered a Tag-Along Notice pursuant to Section 5(e)(ii) (the "Participating Purchasers") shall be entitled to Transfer to the Transferee pursuant to such Tag-Along Notice shall be reduced to the number (rounded up to the nearest whole share; the "Reduced Tag-Along Amount") obtained by multiplying the Tag-Along Amount of such Purchaser by the fraction described in clause (y) of this Section 2(b5(e)(iv). (v) The Participating Purchasers agree to execute and deliver purchase agreements upon the same terms and subject to the same conditions as the Section 5 Transferor and shall take such action as the Transferee of such shares may reasonably request (including the delivery of certificates or other documents) to facilitate the consummation of the Transfer of such shares. Any indemnity provided by a Participating Purchaser to the Transferee in such purchase agreement will only relate to the shares of Common Stock Transferred by it. Any indemnity provided to the Transferee by the Section 5 Transferor will only relate to the shares of Common Stock Transferred by the Section 5 Transferor. (vi) The Section 5 Transferor(s) and the Participating Purchasers shall be required to bear their pro rata share, based on the number of shares of Common Stock included in such Transfer, of the expenses of the transaction including, without limitation, legal, accounting and investment banking fees, commissions and expenses. (vii) Notwithstanding any other provision of this Section 5(e), if, at any time, any Section 5 Transferor or group of Section 5 Transferors proposes to sell shares of Common Stock beneficially owned by him or them in a public offering which, together with all prior Transfers, other than Exempt Transfers and Charitable Transfers, by all THSI Principals, exceed 25% of the aggregate of the shares of Common Stock (the "Original Shares") acquired by the THSI Principals (A) pursuant to the Merger and (B) upon exercise of options granted to the THSI Principals pursuant to the Merger Agreement and the Related Agreements (including without limitation under the Plan), then the Purchasers will have the right to sell in such public offering a number of shares of Common Stock equal to four times the number of shares of Common Stock proposed to be sold by the THSI Principals in excess of such 25% of their Original Shares and such THSI Principals shall cut-back the number of shares of Common Stock proposed to be sold by them in such public offering so as to accommodate the Transfer by the Purchasers of their shares of Common Stock pursuant to this Section 5(d)(vii); provided, however, that the foregoing shall not be applicable to any sale by the Section 5 Transferors of shares of Common Stock pursuant to Rule 144 if, at the time of such proposed sale pursuant to Rule 144, any Purchaser is then permitted (subject to the volume limitations of Rule 144) also to effect sales under Rule 144. Any allocation among the Purchasers of shares to be transferred pursuant to this Section 5(e)(vii) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) be determined by subsections (iii) through Greenwich II. (viii) For purposes of the first sentence of Section 2(a) hereof.Purchaser Documents, the term "Transfer" shall mean any sale, assignment, disposition, mortgage, pledge or similar lien or encumbrance

Tag-Along Rights. (iA) If, at any time, one or more If (1) the Other Shareholders do not elect to purchase the Offered Shares and (2) the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Offered Shares equal to (x) prior to an Initial Public Offering, represent 5% or more of the Total Equity Interest in the Company then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more the Selling Shareholder shall cause the Purchaser's offer to be reduced to a writing containing all of the then outstanding Common Sharesmaterial terms and conditions thereof including an offer to purchase a pro rata portion of the Other Shareholders' Equity Securities from the Other Shareholders on the terms and subject to the conditions set forth in Section 12, (the "Offer"). The Selling Shareholder shall give written notice of the Offer and a copy of the Offer to the Other Shareholders, which Offer shall be irrevocable for a period of 30 days after delivery. The Other Shareholders shall afford each other Shareholder may accept the opportunity Offer to participate proportionately in such Transfer purchase a pro rata portion of their Equity Securities (determined in accordance with this Section 2(b11(b)(ii)(B). At least 20 days prior ) by furnishing within such 30-day period to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a written notice of such acceptance and any other instrument necessary to effect the proposed Transfersale (each such Other Shareholder, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser an "Accepting Offeree"). (the “Purchase Offer”). B) Each other Shareholder Accepting Offeree shall have the right to Transfer sell to the Proposed Purchaser a number shares of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) Equity Securities of the total number member of Common Shares proposed to be Transferred the Company Group being purchased by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offer. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that case of Sub, a pro rata number of shares of the outstanding capital stock of Sub based on the number of Shares of KCLLC then owned by Sub) which shall not exceed the product of (x) the number of Offered Shares and (y) such provisions Accepting Offeree's percentage of the Total Equity Interest in the Company (without giving effect to any rights of conversion, exercise or exchange relating to Common Stock other than the Exchange Right). The Selling Shareholder shall reduce the Offered Shares to be sold by it accordingly to allow for the sale of the Accepting Offerees' Equity Securities, and thereupon take such steps on its own behalf and on behalf of the Accepting Offerees to consummate the sale pursuant to the terms thereof. The Selling Shareholder shall not sell all or any portion of its Equity Securities to any Purchaser unless such Purchaser also purchases the pro rata portion of the Equity Securities of the Accepting Offerees at the same price and pursuant to the same terms and conditions as offered to the Selling Shareholder except as set forth in Section 12. (C) The Selling Shareholder may deduct from the sales price payable to the Accepting Offerees such Accepting Offerees' pro rata share of the out-of-pocket fees and expenses payable in respect of the completion of such sale, including reasonable brokers', legal and accounting fees and expenses. (D) If any Other Shareholder has not accepted the Offer by the end of the 30-day period, such Other Shareholder shall be deemed to have waived any and all rights with respect to the Offer and the Selling Shareholder shall have terminated 45 days in accordance with which to sell the Offered Shares on the same terms and subject to the same conditions as were set forth in the Offer. If, at the end of such 45-day period, the Selling Shareholder has not completed a sale pursuant to the Offer, the Selling Shareholder shall return to the Other Shareholders any instruments delivered by such Other Shareholders, and the obligations of this Section 10 hereof, that would have been permitted11(b) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereofshall be reinstated.

Tag-Along Rights. (ia) If, at In the event any time, one or more Shareholders Shareholder, whether acting individually or as a group (the a “Selling ShareholdersTransferring Shareholder(s)”) propose proposes to Transfer sell, assign or otherwise transfer (collectively,”Transfer”) to any Person (other than another Shareholder or group an Affiliate of Persons (the “Proposed Purchaser”a Transferring Shareholder) in any transaction one or a series of related transactions transactions, a number of Common Shares equal to (xshares of Stock owned of record or beneficially by such Transferring Shareholder(s) prior to an Initial Public Offeringor its or their Affiliate(s) that shall represent, 5% or more of in the then outstanding Common Shares, and (y) following an Initial Public Offeringaggregate, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to shares of Stock of the Company, which such Transferring Shareholder shall provide deliver a copy written notice (the “Sale Notice”) to the Company and to each other Shareholder with a notice Shareholder, specifying in reasonable detail the identity of the proposed transferee(s) and the terms and conditions of the proposed Transfer. Any Shareholder may elect to participate in the contemplated Transfer, stating on the same terms and conditions as the Transferring Shareholder or its or their Affiliates, by delivering written notice to the Transferring Shareholder or its or their Affiliates within twenty (20) days after receipt by such Selling Shareholders’ intent Shareholder of the Sale Notice. If any Shareholder elects to make participate in such saleTransfer, such Shareholder will be entitled to sell in the contemplated Transfer, at the price per share of Stock offered by the proposed transferee in the Transfer, for each share of Stock held by such Shareholder on a fully-diluted basis (after giving effect to the conversion into Common Stock of all securities convertible into such Common Stock or exercise of outstanding warrants, options or other rights to purchase Common Stock), and otherwise on the same terms and conditions as the Transferring Shareholder(s) or its or their Affiliate(s), a number of shares of Stock determined by multiplying (i) the number of Common Shares proposed shares of Stock to be transferredsold in the contemplated transfer, by (ii) the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to quotient determined by dividing (A) the total number of Common Shares proposed to be Transferred shares of Stock held by the Selling Shareholders multiplied such Shareholder, by (B) a fraction, the numerator sum of which is (1) the aggregate number of Common Shares then owned shares of Stock held by the Shareholders electing to participate in such Shareholder Transfer and (2) the denominator of which is the total aggregate number of Common Shares then outstanding (assuming, for purposes shares of all calculations of outstanding Common Shares in this clause (i), Stock held by the exercise of all then outstanding WarrantsTransferring Shareholder(s) and/or its or their Affiliate(s). (iib) Each Shareholder who elects to participate in a Transfer pursuant to this Article II (each such Shareholder, a "Participant") shall have 10 days from effect its participation in the receipt Transfer by promptly delivering to the Transferring Shareholder for Transfer to the prospective purchaser one or more certificates, properly endorsed for Transfer, which represent the type and number of shares of Stock which such Participant elects to sell. (c) The stock certificate or certificates that the Participant delivers to the Transferring Shareholder pursuant to this section shall be transferred to the prospective purchaser in consummation of the Purchase Offer in which to accept such Purchase Offer by written notice Transfer of the Common Stock pursuant to the Selling Shareholders. Contemporaneously with terms and conditions specified in the sale by Sale Notice, and the Selling Shareholders, Transferring Shareholder shall concurrently therewith remit to each other Shareholder so electing to participate shall, on the date Participant that portion of the closingproceeds to which such Participant is entitled by reason of its participation in such Transfer. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participant exercising its rights of co-sale hereunder, the Transferring Shareholder shall not sell the Common Shares indicated in its written notice for the same consideration or otherwise Transfer to such prospective purchaser or purchasers any Stock unless and until, simultaneously with such sale or Transfer, such Transferring Shareholder shall purchase such shares or other securities from such Participant on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as and conditions specified in the Purchase OfferSale Notice. (iiid) Notwithstanding The exercise or non-exercise of the foregoing, this Section 2(b) rights of the Shareholders hereunder to participate in one or more Transfers of Stock made by a Transferring Shareholder shall not apply adversely affect their rights to any Transfer permitted (or, participate in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) subsequent Transfers of the first sentence of Section 2(a) hereofStock subject to this section.

Tag-Along Rights. (ia) IfWith respect to any proposed transfer of shares of Common Stock or securities convertible or exchangeable into Common Stock by any officer or director of the Company owning more than twenty (20%) percent of the issued and outstanding shares of Common Stock, assuming conversion of all shares of preferred stock, convertible debentures or other securities into shares of Common Stock (for purposes of this Section 6.8, a "Transferring Stockholder"), no Transferring Stockholder shall sell, assign, pledge, mortgage, encumber, hypothecate, dispose of by gift or bequest or otherwise transfer or dispose of any right, title or interest in any or all of the shares held by the Transferring Stockholder (collectively, "Transfer") any shares unless, prior to such Transfer, each Purchaser and the Company have been given no less than 10 days prior written notice of the proposed transaction, which notice shall specify the number of shares that the Transferring Stockholder desires to sell, the identity of the prospective purchaser (the "Prospective Purchaser"), and the proposed terms thereof and must also include a copy of the written offer from the Prospective Purchaser, and each Purchaser will have been provided a firm irrevocable right, which right will be exercisable by written notice (which shall specify the number of shares (up to the total number of shares held by the Transferring Stockholder) that each Purchaser desires to sell) within 60 days after notice to each Purchaser has been given, to sell to the Prospective Purchaser, at any timethe same time and upon the same terms and conditions offered to the Transferring Stockholder by the Prospective Purchaser, one or more Shareholders the number of shares held by each Purchaser (the “Selling Shareholders”"Proportionate Amount") propose that bears the same ratio to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a total number of Common Shares equal shares held by such Purchaser as the total number of shares proposed to be sold by the Transferring Stockholder to the Prospective Purchaser bears to the total number of shares held by the Transferring Stockholder. (xb) prior If the Prospective Purchaser is unable or unwilling to an Initial Public Offeringpurchase the aggregate number or type of shares to be sold by the Transferring Stockholder and any Purchaser elects to sell pursuant to this Section 6.8(b) at the price specified in the notice, 5% then the number of shares to be sold by the Transferring Stockholder and the number of shares to be sold by such Purchaser will be reduced ratably to the extent necessary to reduce the total number of shares to be included in such transaction to the maximum number that the Prospective Purchaser would be willing and able to purchase at such price. Whether or more not any such adjustment in the number of shares to be sold is required to be made, the Transferring Stockholder shall give to such Purchaser upon election to sell its shares, written notice of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more number of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity shares it is permitted to participate proportionately in such Transfer in accordance with sell pursuant to this Section 2(b). At least 20 6.8(b) (after giving effect to the provisions of this paragraph) not less than 10 days prior to the date proposed for of such sale, ; and the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice buyer of the proposed Transfershares shall, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name Transferring Stockholder shall cause the buyer to remit to such Purchaser that portion of the Proposed sale proceeds to which such Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number is entitled by reason of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified participation in the Purchase Offertransaction. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. (ia) IfIf Tek proposes to enter into a Sale of securities constituting a minimum of 30% of the outstanding Shares held of record or beneficially by Tek, at any time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any a single transaction or a series of related transactions a number of Common Shares equal to (x) transactions, then prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders consummation thereof each Shareholder shall afford each other Shareholder be afforded the opportunity to participate proportionately join in such Transfer Sale and to sell at the same price and on the same terms as Tek, the same proportion of such Shareholders' Shares (on a Common Stock equivalent basis as if the convertible, exchangeable or exercisable securities were converted into Common Stock) as the proportion being sold of Tek's aggregate holdings of Shares in accordance the Sale. Any purported Sale subject to this Section 5 not made in compliance with this Section 2(b). At least 20 days prior 5 shall be void and shall not be consummated upon the books and records of Tek. (b) Prior to the date proposed for such saleconsummation of any Sale under this Section 5, Tek shall cause each person or persons that propose to acquire Shares in the Selling Shareholders shall give notice Sale (the "Proposed Purchasers") to offer (the Company, which shall provide a copy "Purchase Offer") in writing to each Shareholder to purchase that percentage of Shares at the same price per share (the "Tag-Along Price"), and on such other Shareholder with a notice of terms and conditions (the proposed Transfer"Tag-Along Terms"), stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of as the Proposed Purchaser (has offered to purchase the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred sold by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Tek. Each Shareholder shall have at least 10 days from the receipt of the Purchase Offer in which to accept the Purchase Offer and, to the extent any such Shareholder accepts such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously in accordance with the sale by terms hereof, the Selling Shareholders, each other Shareholder number of Shares to be sold in such Transfer shall be so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offerincreased. (iiic) Notwithstanding the foregoing, The provisions of this Section 2(b) 5 shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated Permitted Transfers made in accordance with Section 10 hereof3. In the event that a Transfer subject to this Section 5 is proposed to be made to a person other than a Shareholder, Tek shall notify such person that would have been permitted) by subsections (iii) through (viii) of the first sentence of transfer is subject to this Agreement and shall ensure that no Transfer is consummated without compliance with this Section 2(a) hereof5.

Tag-Along Rights. (ia) IfWith respect to any proposed transfer of shares of Common Stock or securities convertible or exchangeable into Common Stock by any officer or director of the Company owning more than twenty (20%) percent of the issued and outstanding shares of Common Stock, assuming conversion of all shares of preferred stock, convertible debentures or other securities into shares of Common Stock (for purposes of this Section 6.8, a "Transferring Stockholder"), no Transferring Stockholder shall sell, assign, pledge, mortgage, encumber, hypothecate, dispose of by gift or bequest or otherwise transfer or dispose of any right, title or interest in any or all of the shares held by the Transferring Stockholder (collectively, "Transfer") any shares unless, prior to such Transfer, the Purchaser and the Company have been given no less than 10 days prior written notice of the proposed transaction, which notice shall specify the number of shares that the Transferring Stockholder desires to sell, the identity of the prospective purchaser (the "Prospective Purchaser"), and the proposed terms thereof and must also include a copy of the written offer from the Prospective Purchaser, and the Purchaser will have been provided a firm irrevocable right, which right will be exercisable by written notice (which shall specify the number of shares (up to the total number of shares held by the Transferring Stockholder) that the Purchaser desires to sell) within 60 days after notice to the Purchaser has been given, to sell to the Prospective Purchaser, at any timethe same time and upon the same terms and conditions offered to the Transferring Stockholder by the Prospective Purchaser, one or more Shareholders the number of shares held by the Purchaser (the “Selling Shareholders”"Proportionate Amount") propose that bears the same ratio to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a total number of Common Shares equal shares held by the Purchaser as the total number of shares proposed to be sold by the Transferring Stockholder to the Prospective Purchaser bears to the total number of shares held by the Transferring Stockholder. (xb) prior If the Prospective Purchaser is unable or unwilling to an Initial Public Offeringpurchase the aggregate number or type of shares to be sold by the Transferring Stockholder and the Purchaser elects to sell pursuant to this Section 6.8(b) at the price specified in the notice, 5% then the number of shares to be sold by the Transferring Stockholder and the number of shares to be sold by the Purchaser will be reduced ratably to the extent necessary to reduce the total number of shares to be included in such transaction to the maximum number that the Prospective Purchaser would be willing and able to purchase at such price. Whether or more not any such adjustment in the number of shares to be sold is required to be made, the Transferring Stockholder shall give to the Purchaser upon election to sell its shares, written notice of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more number of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity shares it is permitted to participate proportionately in such Transfer in accordance with sell pursuant to this Section 2(b). At least 20 6.8(b) (after giving effect to the provisions of this paragraph) not less than 10 days prior to the date proposed for of such sale; and the buyer of the shares shall, and the Selling Shareholders Transferring Stockholder shall give notice cause the buyer to remit to the Company, which shall provide a copy to each other Shareholder with a notice Purchaser that portion of the proposed Transfer, stating such Selling Shareholders’ intent sale proceeds to make such sale, which the number Purchaser is entitled by reason of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified participation in the Purchase Offertransaction. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. (i) If, at any timetime prior to a Qualified IPO, one any Stockholder or more Shareholders any of its Affiliates (any such Person for purposes of this Section 2.4, the “Selling Shareholders”"TRANSFEROR") propose wishes to Transfer transfer its shares of Common Stock or any portion thereof to any Person or group of Persons (the “Proposed Purchaser”"TRANSFEREE"), the Transferor shall first give to the Company and each Warrant Securityholder (pursuant to a list provided by the Company) in any transaction or series of related transactions a written notice (a "TRANSFER NOTICE"), executed by it and the Transferee and containing (i) the number of shares of Common Stock that the Transferee proposes to acquire from the Transferor, (ii) the name and address of the Transferee, (iii) the proposed purchase price, terms of payment and other material terms and conditions of such proposed transfer, (iv) an estimate, in the Transferor's reasonable judgment, of the fair market value of any non-cash consideration offered by the Transferee and (v) an offer by the Transferee or Transferor to purchase, upon the purchase by the Transferee of any shares of Common Stock owned by the Transferor and for the same per share consideration, that -6- 118 number of Conversion Shares equal to (or if such number is not an integral number, the next integral number which is greater than such number) of each Warrant Securityholder which shall be the product of (x) prior to an Initial Public Offeringthe aggregate number of Conversion Shares either then owned, 5% or more issuable upon exercise of the Warrants then outstanding Common Sharesowned, by such Warrant Securityholder and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is shall be the number of shares of Common Shares then owned Stock indicated in the Transfer Notice as subject to purchase by such Shareholder the Transferee and the denominator of which is shall be the sum of (A) the total number of shares of Common Stock then owned by the Transferor and its Affiliates plus (B) the total number of Conversion Shares either then outstanding (assumingowned, or issuable upon exercise of Warrants then owned, by each Warrant Securityholder. Each Warrant Securityholder shall have the right, for purposes a period of all calculations of outstanding Common Shares in this clause (i)20 days after the Transfer Notice is given, the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer offer in whole or in part, exercisable by delivering a written notice to the Selling Shareholders. Contemporaneously with Transferor and the sale Company within such 20-day period, stating therein the number of shares of Common Stock (which may be the number of shares set forth in the offer by the Selling ShareholdersTransferor or Transferee, as the case may be, or a portion thereof) to be sold by such Warrant Securityholder to the Transferor or Transferee, as the case may be. Prior to the earlier of (x) the end of such 20-day period or (y) the acceptance or rejection by each other Shareholder so electing to participate shall, on the date Warrant Securityholder of the closingTransferee's or Transferor's offer, as the case may be, neither the Transferor nor its Affiliates will complete any sale of shares of Common Stock to the Transferee. Thereafter, for a period of 60 days after the prohibition under the preceding sentence shall have terminated, the Transferor may sell to the Common Shares indicated in its written notice Transferee for the same consideration stated and on the same terms set forth in the Transfer Notice the shares of Common Stock stated in the Transfer Notice as those provided subject to purchase by the Proposed Purchaser to Transferee, provided that the Selling Shareholders Transferor or Transferee, as specified in the Purchase Offer. (iii) Notwithstanding case may be, shall simultaneously purchase the foregoingnumber of shares of Common Stock as calculated above from those Warrant Securityholders who have accepted the Transferor's or Transferee's offer, as the case may be. The provisions of this Section 2(b) 2.4 shall not apply to transfers between the Transferor and any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereofits Permitted Transferees.

Tag-Along Rights. (ia) If, at In the event any time, one or more Shareholders Shareholder, whether acting individually or as a group (the a “Selling ShareholdersTransferring Shareholder(s)”) propose proposes to Transfer sell, assign or otherwise transfer (collectively, “Transfer”) to any Person (other than another Shareholder or group an Affiliate of Persons (the “Proposed Purchaser”a Transferring Shareholder) in any transaction one or a series of related transactions transactions, a number of Common Shares equal to (xshares of Stock owned of record or beneficially by such Transferring Shareholder(s) prior to an Initial Public Offeringor its or their Affiliate(s) that shall represent, 5% or more of in the then outstanding Common Shares, and (y) following an Initial Public Offeringaggregate, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to shares of Stock of the Company, which such Transferring Shareholder shall provide deliver a copy written notice (the “Sale Notice”) to the Company and to each other Shareholder with a notice Shareholder, specifying in reasonable detail the identity of the proposed transferee(s) and the terms and conditions of the proposed Transfer. Any Shareholder may elect to participate in the contemplated Transfer, stating on the same terms and conditions as the Transferring Shareholder or its or their Affiliates, by delivering written notice to the Transferring Shareholder or its or their Affiliates within twenty (20) days after receipt by such Selling Shareholders’ intent Shareholder of the Sale Notice. If any Shareholder elects to make participate in such saleTransfer, such Shareholder will be entitled to sell in the contemplated Transfer, at the price per share of Stock offered by the proposed transferee in the Transfer, for each share of Stock held by such Shareholder on a fully-diluted basis (after giving effect to the conversion into Common Stock of all securities convertible into such Common Stock or exercise of outstanding warrants, options or other rights to purchase Common Stock), and otherwise on the same terms and conditions as the Transferring Shareholder(s) or its or their Affiliate(s), a number of shares of Stock determined by multiplying (i) the number of Common Shares proposed shares of Stock to be transferredsold in the contemplated transfer, by (ii) the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to quotient determined by dividing (A) the total number of Common Shares proposed to be Transferred shares of Stock held by the Selling Shareholders multiplied such Shareholder, by (B) a fraction, the numerator sum of which is (1) the aggregate number of Common Shares then owned shares of Stock held by the Shareholders electing to participate in such Shareholder Transfer and (2) the denominator of which is the total aggregate number of Common Shares then outstanding (assuming, for purposes shares of all calculations of outstanding Common Shares in this clause (i), Stock held by the exercise of all then outstanding WarrantsTransferring Shareholder(s) and/or its or their Affiliate(s). (iib) Each Shareholder who elects to participate in a Transfer pursuant to this Article II (each such Shareholder, a “Participant”) shall have 10 days from effect its participation in the receipt Transfer by promptly delivering to the Transferring Shareholder for Transfer to the prospective purchaser one or more certificates, properly endorsed for Transfer, which represent the type and number of shares of Stock which such Participant elects to sell. (c) The stock certificate or certificates that the Participant delivers to the Transferring Shareholder pursuant to this section shall be transferred to the prospective purchaser in consummation of the Purchase Offer in which to accept such Purchase Offer by written notice Transfer of the Common Stock pursuant to the Selling Shareholders. Contemporaneously with terms and conditions specified in the sale by Sale Notice, and the Selling Shareholders, Transferring Shareholder shall concurrently therewith remit to each other Shareholder so electing to participate shall, on the date Participant that portion of the closingproceeds to which such Participant is entitled by reason of its participation in such Transfer. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participant exercising its rights of co-sale hereunder, the Transferring Shareholder shall not sell the Common Shares indicated in its written notice for the same consideration or otherwise Transfer to such prospective purchaser or purchasers any Stock unless and until, simultaneously with such sale or Transfer, such Transferring Shareholder shall purchase such shares or other securities from such Participant on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as and conditions specified in the Purchase OfferSale Notice. (iiid) Notwithstanding The exercise or non-exercise of the foregoing, this Section 2(b) rights of the Shareholders hereunder to participate in one or more Transfers of Stock made by a Transferring Shareholder shall not apply adversely affect their rights to any Transfer permitted (or, participate in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) subsequent Transfers of the first sentence of Section 2(a) hereofStock subject to this section.

Tag-Along Rights. (i) IfSubject to Section 5(e)(vii), if, at any timetime after the Closing, one any of the THSI Principals or more Shareholders any of their Transferees in an Exempt Transfer (the “Selling Shareholders”as defined in Section 5(e)(viii)) propose (each, a "Section 5 Transferor") or any group of Section 5 Transferors proposes to Transfer any of such Person's Common Stock to a Person or Persons, except pursuant to an Exempt Transfer or a Charitable Transfer (as defined in Section 5(e)(viii)), prior to any Person or group of Persons such Transfer, such Section 5 Transferor shall promptly (the “Proposed Purchaser”) and in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At event at least 20 business days prior to the proposed closing date proposed for such sale, thereof) provide the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder Purchasers with a written notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, Transfer (the "Transfer Notice") containing the following: (1) the name and address of the proposed Transferee; (2) the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number shares of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares Stock proposed to be Transferred by such Section 5 Transferor; and (3) the Selling Shareholders multiplied purchase price and other material terms and conditions of payment and the closing date for the proposed Transfer (including, if available, a copy of any purchase agreement related thereto). (ii) If any Purchaser wishes to participate in such Transfer, such Purchaser (or Greenwich II on behalf of such Purchaser) shall notify such Section 5 Transferor by written notice (Bthe "Tag-Along Notice") on or before the expiration of 10 business days following receipt of the Transfer Notice that such Purchaser desires to Transfer to the proposed Transferee a part of its shares of Common Stock (as determined pursuant to the following sentence) on the same terms and conditions set forth in the Transfer Notice. The Tag-Along Notice shall specify the number of shares of Common Stock such Purchaser desires to Transfer (the "Tag-Along Amount"). The maximum number of shares of Common Stock that such Purchaser shall be entitled to Transfer pursuant to the Tag-Along Notice shall be determined by multiplying the number of shares of Common Stock held by such Purchaser at the time of the Transfer Notice by a fraction, the numerator of which is the number of shares of Common Shares then owned Stock proposed to be Transferred to the Transferee by such Shareholder Section 5 Transferor and the denominator of which is the total aggregate number of shares of Common Shares Stock then outstanding (assuming, for purposes of owned by all calculations of outstanding Common Shares in this clause (i)Section 5 Transferors. If no Purchaser provides the Section 5 Transferor with a Tag-Along Notice within the period above-specified, the exercise Section 5 Transferor shall be free to sell all or a portion of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice his Common Stock to the Selling Shareholders. Contemporaneously with Transferee in the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration amount and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified and conditions set forth in the Purchase OfferTransfer Notice. If any Purchaser provides the Section 5 Transferor(s) with a Tag-Along Notice, the Section 5 Transferor may not effect such Transfer unless the Transferee shall have purchased the Tag-Along Amount or the Reduced Tag-Along Amount (as defined in Section 5(e)(iv)) from such Purchaser on the same terms and conditions set forth in the Transfer Notice. (iii) Notwithstanding The Tag-Along Notice given by such Purchaser shall constitute the foregoingPurchaser's irrevocable and binding agreement to Transfer to the Transferee the Tag-Along Amount or the Reduced Tag-Along Amount on the terms and conditions specified in the Transfer Notice. (iv) If the sum (the "Aggregate Shares Offered") of (w) the aggregate number of shares of Common Stock proposed to be Transferred to the Transferee by the Section 5 Transferor and (x) the total of the Tag-Along Amounts for each Purchaser exceeds the maximum number of shares of Common Stock that such Transferee is willing to purchase (the "Maximum Number"), then (y) the maximum number of shares of Common Stock that such Section 5 Transferor shall be entitled to Transfer to the Transferee shall be reduced to the number (rounded down to the nearest whole share) obtained by multiplying the number of shares of Common Stock that such Section 5 Transferor proposed to Transfer to the Transferee by a fraction, the numerator of which is the Maximum Number and the denominator of which is the Aggregate Shares Offered, and (z) the maximum number of shares of Common Stock that any Purchaser which has delivered a Tag-Along Notice pursuant to Section 5(e)(ii) (the "Participating Purchasers") shall be entitled to Transfer to the Transferee pursuant to such Tag-Along Notice shall be reduced to the number (rounded up to the nearest whole share; the "Reduced Tag-Along Amount") obtained by multiplying the Tag-Along Amount of such Purchaser by the fraction described in clause (y) of this Section 2(b5(e)(iv). (v) The Participating Purchasers agree to execute and deliver purchase agreements upon the same terms and subject to the same conditions as the Section 5 Transferor and shall take such action as the Transferee of such shares may reasonably request (including the delivery of certificates or other documents) to facilitate the consummation of the Transfer of such shares. Any indemnity provided by a Participating Purchaser to the Transferee in such purchase agreement will only relate to the shares of Common Stock Transferred by it. Any indemnity provided to the Transferee by the Section 5 Transferor will only relate to the shares of Common Stock Transferred by the Section 5 Transferor. (vi) The Section 5 Transferor(s) and the Participating Purchasers shall be required to bear their pro rata share, based on the number of shares of Common Stock included in such Transfer, of the expenses of the transaction including, without limitation, legal, accounting and investment banking fees, commissions and expenses. (vii) Notwithstanding any other provision of this Section 5(e), if, at any time, any Section 5 Transferor or group of Section 5 Transferors proposes to sell shares of Common Stock beneficially owned by him or them in a public offering which, together with all prior Transfers, other than Exempt Transfers and Charitable Transfers, by all THSI Principals, exceed 25% of the aggregate of the shares of Common Stock (the "Original Shares") acquired by the THSI Principals (A) pursuant to the Merger and (B) upon exercise of options granted to the THSI Principals pursuant to the Merger Agreement and the Related Agreements (including without limitation under the Plan), then the Purchasers will have the right to sell in such public offering a number of shares of Common Stock equal to four times the number of shares of Common Stock proposed to be sold by the THSI Principals in excess of such 25% of their Original Shares and such THSI Principals shall cut-back the number of shares of Common Stock proposed to be sold by them in such public offering so as to accommodate the Transfer by the Purchasers of their shares of Common Stock pursuant to this Section 5(d)(vii); provided, however, that the foregoing shall not be applicable to any sale by the Section 5 Transferors of shares of Common Stock pursuant to Rule 144 if, at the time of such proposed sale pursuant to Rule 144, any Purchaser is then permitted (subject to the volume limitations of Rule 144) also to effect sales under Rule 144. Any allocation among the Purchasers of shares to be transferred pursuant to this Section 5(e)(vii) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) be determined by subsections (iii) through Greenwich II. (viii) For purposes of the first sentence Purchaser Documents, the term "Transfer" shall mean any sale, assignment, disposition, mortgage, pledge or similar lien or encumbrance or other transfer or grant or any right to effect any of the foregoing; unless in the case of the grant of any mortgage, pledge or similar lien or encumbrance the mortgagee, the pledgee or holder of the lien or encumbrance agrees in writing with the Purchasers that any further sale, assignment, disposition or transfer or grant of any such right shall be subject to the provisions of this Section 2(a5 and to be deemed a "Section 5 Transferor" for all purposes of this Agreement. For purposes of the Purchaser Documents, the term "Exempt Transfer" shall mean a direct or indirect Transfer of capital stock of the Company to a Person's Related Person provided that such capital stock shall continue to be subject to the provisions of this Section 5 in connection with any further Transfers. For purposes of the Purchaser Documents, the term "Charitable Transfer" shall mean a Transfer of capital stock of the Company to an organization exempt from taxation under Section 501(c)(3) hereofof the Internal Revenue Code of 1986, as amended, provided that the Person does not retain any economic or other interest in the shares.

Tag-Along Rights. If any Stockholder proposes to sell any shares of Capital Stock otherwise permitted to be sold pursuant to the terms of this Agreement, but excluding (i) Ifsales to a Related Transferee of such Stockholder or to A.T.T. IV, at N.V. in accordance with Section 4 or (ii) any timesale in which all of the Stockholders agree and are permitted to participate, one or more Shareholders then such Stockholder shall offer (the “Selling Shareholders”"Participation Offer") propose to Transfer to any Person or group of Persons (include in the “Proposed Purchaser”) in any transaction or series of related transactions proposed sale a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more shares of Capital Stock designated by any of the then outstanding Common Sharesother Stockholders, and (y) following an Initial Public Offeringnot to exceed, 10% or more in respect of the then outstanding Common Shares, the Selling Shareholders shall afford each any such other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such saleStockholder, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer shares equal to the Proposed Purchaser a number product of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total aggregate number of Common Shares proposed shares of Capital Stock to be Transferred sold by such Stockholder to the Selling Shareholders multiplied by proposed transferee(s) and (B) a fraction, fraction the numerator of which is equal to the number of Common Shares then shares of Capital Stock owned by such Shareholder other Stockholder and the denominator of which is equal to the total number of Common Shares then outstanding shares of Capital Stock held by all Stockholders; provided that if the consideration to be received by such Stockholder includes any securities subject to Section 5 of the Securities Act of 1933 (assumingor any successor statute) (the "Securities Act"), for purposes only Stockholders who are permitted by the Securities Act to purchase such securities shall be entitled to include their shares of all calculations Capital Stock in such sale. The Stockholder making the Participation Offer (the "Offering Stockholder") shall give written notice to each other Stockholder of outstanding Common Shares in this clause the Participation Offer (ithe "Tag-Along Notice") at least 15 days prior to the proposed sale. The Tag-Along Notice shall specify the proposed transferee(s), the exercise number of all then outstanding Warrantsshares of Capital Stock to be sold to such transferee(s). (ii) , the amount and type of consideration to be received therefor, and the place and date on which the sale is to be consummated. Each Shareholder other Stockholder who wishes to include shares of Capital Stock in the proposed sale in accordance with the terms of this Section 3 shall have so notify the Offering Stockholder not more than 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on after the date of the closingTag-Along Notice. The Participation Offer shall be conditioned upon consummation of the sale of shares of Capital Stock pursuant to the transactions contemplated in the Tag-Along Notice. If any Stockholder shall have accepted the Participation Offer, the Offering Stockholder shall reduce to the extent necessary the amount of Capital Stock it otherwise would have sold in the proposed sale so as to permit the other Stockholders who have accepted the Participation Offer to sell the Common Shares indicated in its written notice for number of shares that they are entitled to sell under this Section 3, and the same consideration Offering Stockholder and on such other Stockholders shall sell the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as number of shares specified in the Purchase Offer. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated Participation Offer in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) the terms of such sale set forth in the first sentence of Section 2(a) hereofTag-Along Notice.

Tag-Along Rights. (ia) IfExcept as permitted by Section 3.4 or in the case of sales pursuant to Article IV, if HEI, at any time or from time to time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any a single transaction or series of related transactions occurring within a number of Common Shares equal six-month period, or within a longer period if pursuant to (x) prior a single agreement, proposes to an Initial Public Offering, 5Transfer 20% or more of the outstanding shares of Company Common Stock (a "Tag-Along Sale"), then outstanding Common Shareseach Minority Stockholder shall have the right, and (y) following an Initial Public Offeringbut not the obligation, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, Tag-Along Sale by selling the number of shares of Company Common Shares proposed Stock respectively owned by it as calculated in the following manner. Such shares of Company Common Stock which were acquired by the Minority Stockholders pursuant to the Contribution Agreement or the Xxxxxx Contribution Agreement and which are owned by the Minority Stockholders or their Affiliates which are Parties to this Agreement are hereinafter referred to as the "Stockholders' Shares;" provided, however that shares of Company Common Stock transferred from another Stockholder to a Minority Stockholder or its Affiliates (other than an Affiliate of such transferring Stockholder) shall not be deemed to be transferred, the kind and amount Stockholders' Shares. The number of consideration shares of Company Common Stock that each Minority Stockholder shall be entitled to be paid for include in such Common Shares and the name of the Proposed Purchaser Tag-Along Sale (the “Purchase Offer”). Each other Shareholder "Stockholder Allotment") shall have equal the right to Transfer to the Proposed Purchaser a number product of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (Ai) the total number of shares of Company Common Shares Stock proposed to be Transferred by pursuant to the Selling Shareholders multiplied by Tag-Along Sale or such greater number of shares that the proposed purchaser in the Tag-Along Sale shall agree to purchase or otherwise acquire, times (Bii) a fraction, the numerator of which is shall equal the number of Common Stockholders' Shares then owned by such Shareholder Minority Stockholder and its Affiliates which are parties to this Agreement on the date of the Sale Notice, and the denominator of which is shall equal the total sum of (A) the number of shares of Company Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer Stock owned by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, HEI and its Affiliates on the date of the closing, sell Sale Notice plus (B) the Common total number of Stockholders' Shares indicated in its written notice for owned by all Minority Stockholders and their Affiliates which are parties to this Agreement on the same consideration and date of the Sale Notice. (b) Any such sales by the Minority Stockholders shall be on the same terms and conditions as those provided the proposed Tag-Along Sale by HEI; provided, however that no participating Minority Stockholder shall be required to make any representation or warranty in connection with the Proposed Purchaser Tag-Along Sale, other than as to the Selling Shareholders enforceability of each agreement entered into in connection with such Tag- Along Sale with respect to the Minority Stockholder and its ownership and authority to sell, free of consent and approval requirements, liens, claims and encumbrances, the shares of Company Common Stock proposed to be sold by it. Each participating Minority Stockholder shall (and hereby agrees to), without limitation as specified to time, indemnify and hold harmless, to the full extent permitted by law, each of the other Stockholders against all losses, claims, damages, liabilities, costs (including costs of preparation) and expenses (including attorneys' fees and disbursements) arising out of or relating to any representation or warranty made by, or covenant of, such participating Minority Stockholder or any agent, employee, officer, or director of such participating Minority Stockholder in connection with or relating to or under the terms of each agreement entered into in connection with such Tag-Along Sale, except insofar as the same are based solely upon written information furnished in writing to such participating Minority Stockholder by such other Minority Stockholder expressly for use therein. (c) HEI shall promptly provide each of the Minority Stockholders with written notice (the "Sale Notice") not less than 15 days prior to the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date"). In order to facilitate the prompt delivery of the Sale Notice, the Company hereby covenants to provide HEI and the Minority Stockholders participating in a Tag-Along Sale access to the stock record books of the Company. Each Sale Notice shall set forth: (i) the name of each proposed transferee or purchaser of Company Common Stock in the Purchase Offer.Tag-Along Sale; (ii) the number of shares of Company Common Stock proposed to be Transferred by HEI and, if applicable, such greater number of shares that the proposed purchaser is willing to purchase in connection with the Tag-Along Sale; (iii) Notwithstanding the foregoing, this Section 2(bproposed amount and form of consideration to be paid for such shares of Company Common Stock and the material terms and conditions of payment offered by each proposed transferee or purchaser; (iv) shall not apply confirmation that the proposed purchaser or transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to any Transfer permitted (or, in the event that such provisions shall have terminated purchase shares of Company Common Stock in accordance with Section 10 the terms hereof; (v) such Minority Stockholder's Stockholder Allotment; and (vi) the Tag-Along Sale Date. Each Minority Stockholder who wishes to participate in the Tag-Along Sale shall provide written notice (or oral notice confirmed immediately in writing) (the "Tag-Along Notice") to HEI not less than seven days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Company Common Stock that such Minority Stockholder elects to include in the Tag-Along Sale, which shall not exceed such Minority Stockholder's Stockholder Allotment. HEI shall determine the aggregate number of shares of Company Common Stock to be sold by each participating Minority Stockholder in any given Tag-Along Sale in accordance with the terms hereof, that would and the Tag-Along Notices given by the Minority Stockholders shall constitute their binding agreements to sell such shares at the price and on the terms and conditions applicable to such sale. If a Tag-Along Notice is not received by HEI participating in the Tag-Along Sale from a Minority Stockholder prior to the seven-day period specified above, HEI shall have been permitted) the right to Transfer the number of shares of Company Common Stock specified in the Sale Notice to the proposed purchaser or transferee without any participation by subsections (iii) through (viii) such Minority Stockholder, but only at a price and upon terms and conditions no more favorable to HEI than stated in such Sale Notice and only if such sale occurs on a date within 60 days of the first sentence of Section 2(a) hereofTag-Along Sale Date.

Tag-Along Rights. Each Member shall give the other Members five days’ notice prior entering into discussions with a third party (i) Ifsuch third person, at any time, one or more Shareholders (the a “Selling ShareholdersProposed Transferee”) propose regarding a possible sale of Merger Shares pursuant to Transfer to any Person or group a registered block sale, series of Persons (the “Proposed Purchaser”) in any registered block sales, unregistered transaction or series of related unregistered transactions (each such sale or transaction, a number of Common Shares equal “Tag-Eligible Sale”) and shall reasonably cooperate with any resulting requests from another Member to participate in such sale. Subject to Section 12.5, if any Member (xeach such Member, a “Tag-Along Seller”) prior proposes to an Initial Public Offering, 5% or more sell any portion of the Merger Shares held by such Member to a Proposed Transferee pursuant to a Tag-Eligible Sale then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such saleMember who holds Merger Shares (each, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase OfferTag Holder”). Each other Shareholder ) shall have the right to Transfer require the Tag-Along Seller to offer to the Proposed Purchaser Transferee a number of Common such Tag Holder’s Merger Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be that is equal to (Ai) the total number of Common Merger Shares proposed to be Transferred held by the Selling Shareholders such Tag Holder multiplied by (Bii) a fraction, the numerator of which is the aggregate number of Common Merger Shares then owned being offered for sale to the Proposed Transferee by such Shareholder Tag-Along Seller and the denominator of which is the total aggregate number of Common Merger Shares then outstanding (assumingheld by such Tag-Along Seller, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms and conditions and equivalent type and amount of consideration payable per Merger Share as those provided such Tag-Along Seller (the “Tag-Along Rights”). For the avoidance of doubt, any such Tag Holder’s shares that are offered to a Proposed Transferee shall be additive to the number of shares being offered by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase OfferTag-Along Seller. (iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Section 2(a) hereof.

Tag-Along Rights. (ia) IfExcept as permitted by Section 3.4 or in the case of sales pursuant to Article IV, if HEI, at any time or from time to time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any a single transaction or series of related transactions occurring within a number of Common Shares equal six-month period, or within a longer period if pursuant to (x) prior a single agreement, proposes to an Initial Public Offering, 5Transfer 20% or more of the outstanding shares of Company Common Stock (a "Tag-Along Sale"), then outstanding Common Shareseach Minority Stockholder shall have the right, and (y) following an Initial Public Offeringbut not the obligation, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, Tag-Along Sale by selling the number of shares of Company Common Shares proposed Stock respectively owned by it as calculated in the following manner. Such shares of Company Common Stock which were acquired by the Minority Stockholders pursuant to the Contribution Agreement and which are owned by the Minority Stockholders or their Affiliates which are Parties to this Agreement are hereinafter referred to as the "Stockholders' Shares;" provided, however that shares of Company Common Stock transferred from another Stockholder to a Minority Stockholder or its Affiliates (other than an Affiliate of such transferring Stockholder) shall not be deemed to be transferred, the kind and amount Stockholders' Shares. The number of consideration shares of Company Common Stock that each Minority Stockholder shall be entitled to be paid for include in such Common Shares and the name of the Proposed Purchaser Tag-Along Sale (the “Purchase Offer”). Each other Shareholder "Stockholder Allotment") shall have equal the right to Transfer to the Proposed Purchaser a number product of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (Ai) the total number of shares of Company Common Shares Stock proposed to be Transferred by pursuant to the Selling Shareholders multiplied by Tag-Along Sale or such greater number of shares that the proposed purchaser in the Tag-Along Sale shall agree to purchase or otherwise acquire, times (Bii) a fraction, the numerator of which is shall equal the number of Common Stockholders' Shares then owned by such Shareholder Minority Stockholder and its Affiliates which are parties to this Agreement on the date of the Sale Notice, and the denominator of which is shall equal the total sum of (A) the number of shares of Company Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer Stock owned by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, HEI and its Affiliates on the date of the closing, sell Sale Notice plus (B) the Common total number of Stockholders' Shares indicated in its written notice for owned by all Minority Stockholders and their Affiliates which are parties to this Agreement on the same consideration and date of the Sale Notice. (b) Any such sales by the Minority Stockholders shall be on the same terms and conditions as those provided the proposed Tag-Along Sale by HEI; provided, however that no participating Minority Stockholder shall be required to make any representation or warranty in connection with the Proposed Purchaser Tag-Along Sale, other than as to the Selling Shareholders enforceability of each agreement entered into in connection with such Tag-Along Sale with respect to the Minority Stockholder and its ownership and authority to sell, free of consent and approval requirements, liens, claims and encumbrances, the shares of Company Common Stock proposed to be sold by it. Each participating Minority Stockholder shall (and hereby agrees to), without limitation as specified to time, indemnify and hold harmless, to the full extent permitted by law, each of the other Stockholders against all losses, claims, damages, liabilities, costs (including costs of preparation) and expenses (including attorneys' fees and disbursements) arising out of or relating to any representation or warranty made by, or covenant of, such participating Minority Stockholder or any agent, employee, officer, or director of such participating Minority Stockholder in connection with or relating to or under the terms of each agreement entered into in connection with such Tag-Along Sale, except insofar as the same are based solely upon written information furnished in writing to such participating Minority Stockholder by such other Minority Stockholder expressly for use therein. (c) HEI shall promptly provide each of the Minority Stockholders with written notice (the "Sale Notice") not less than 15 days prior to the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date"). In order to facilitate the prompt delivery of the Sale Notice, the Company hereby covenants to provide HEI and the Minority Stockholders participating in a Tag-Along Sale access to the stock record books of the Company. Each Sale Notice shall set forth: (i) the name of each proposed transferee or purchaser of Company Common Stock in the Purchase Offer.Tag-Along Sale; (ii) the number of shares of Company Common Stock proposed to be Transferred by HEI and, if applicable, such greater number of shares that the proposed purchaser is willing to purchase in connection with the Tag-Along Sale; (iii) Notwithstanding the foregoing, this Section 2(bproposed amount and form of consideration to be paid for such shares of Company Common Stock and the material terms and conditions of payment offered by each proposed transferee or purchaser; (iv) shall not apply confirmation that the proposed purchaser or transferee has been informed of the "Tag-Along Rights" provided for herein and has agreed to any Transfer permitted (or, in the event that such provisions shall have terminated purchase shares of Company Common Stock in accordance with Section 10 the terms hereof; (v) such Minority Stockholder's Stockholder Allotment; and (vi) the Tag-Along Sale Date. Each Minority Stockholder who wishes to participate in the Tag-Along Sale shall provide written notice (or oral notice confirmed immediately in writing) (the "Tag-Along Notice") to HEI not less than seven days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Company Common Stock that such Minority Stockholder elects to include in the Tag-Along Sale, which shall not exceed such Minority Stockholder's Stockholder Allotment. HEI shall determine the aggregate number of shares of Company Common Stock to be sold by each participating Minority Stockholder in any given Tag-Along Sale in accordance with the terms hereof, that would and the Tag-Along Notices given by the Minority Stockholders shall constitute their binding agreements to sell such shares at the price and on the terms and conditions applicable to such sale. If a Tag-Along Notice is not received by HEI participating in the Tag-Along Sale from a Minority Stockholder prior to the seven-day period specified above, HEI shall have been permitted) the right to Transfer the number of shares of Company Common Stock specified in the Sale Notice to the proposed purchaser or transferee without any participation by subsections (iii) through (viii) such Minority Stockholder, but only at a price and upon terms and conditions no more favorable to HEI than stated in such Sale Notice and only if such sale occurs on a date within 60 days of the first sentence of Section 2(a) hereofTag-Along Sale Date.

Tag-Along Rights. (i) If, at If any time, one or more Shareholders Investor (the “Selling ShareholdersTransferring Investor”) propose desires to Transfer all or any portion of any of its Units to any Person or group Person(s) (other than pursuant to another Exempt Transfer), it must first deliver to all of Persons the other Unitholders (the “Proposed PurchaserOther Securitvholders”) a written notice (the “Sale Notice”) in any transaction which the prospective Transferring Investor states the price and other material terms and conditions on which they propose to effect such Transfer of such Units, or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offeringportion thereof, 5% or more and the identity of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(bproposed Transferee(s). At least 20 Such notice shall be delivered not less than 30 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice closing of the proposed Transfer, stating . Each Other Unitholder to whom such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed a Sale Notice is required to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants). (ii) Each Shareholder shall have 10 given may within 15 days from the following receipt of the Purchase Offer in which Sale Notice, give to accept such Purchase Offer by the Company and the Transferring Investor a written notice (“Tag-Along Notice”) indicating that it desires to the Selling Shareholdersparticipate in such Transfer. Contemporaneously with the sale by the Selling ShareholdersIf any Other Unitholders have elected to participate in such Transfer, each other Shareholder so electing to participate shall, on the date of the closingTransferring Investor and such Other Unitholders will be entitled to sell in the contemplated Transfer, sell the Common Shares indicated in its written notice for at the same consideration price and on the same terms and conditions, a number of Units of each type of Units contemplated as those provided being Transferred equal to the product of (A) the quotient determined by dividing the number of Units of such type owned by such person by the Proposed Purchaser aggregate number of Units of such type owned by the Transferring Investor and the Other Unitholders participating in such Transfer and (B) the number of units of such type of Units to the Selling Shareholders as specified be sold in the Purchase Offer. (iii) contemplated Transfer. Notwithstanding the foregoing, this Section 2(b(x) shall not apply to any Transfer permitted (or, in the event that the Transferring Investor intends to Transfer more than one type of Units, the Other Unitholders participating in such provisions Transfer shall have terminated be required to sell in accordance with Section 10 hereofthe contemplated Transfer a pro rata portion of each type of Units contemplated as being Transferred (to the extent such Other Unitholders own any Units of such other type), that would have been permittedwhich portion shall be determined in the manner set forth immediately above, (y) by subsections (iii) through (viii) the purchase price being paid on account of Preferred Units shall be allocated among the Transferring Investors transferring Preferred Units on the basis of the first sentence amount of Unreturned Preferred Capital and Unpaid Preferred Yield with respect to such Preferred Units and (z) the consideration to be received by any holder of rights to acquire Common Units or Preferred Units participating in such sale that has not exercised the right to acquire Common Units or Preferred Units shall be after giving effect to the exercise price therefor. No Transfer pursuant to this Section 2(a) hereof9.4 shall be considered an Exempt Transfer unless the Transferring Investor has complied with the terms of this Section 9.4. All expenses and costs of any Transfer pursuant to this Section 9.4 shall be for the account of and paid by the Other Unitholders participating in such Transfer.