Common use of Tag Along Clause in Contracts

Tag Along. With the exception of Transfers by the Oaktree Entities of an aggregate of twenty-five percent (25%) or less of the aggregate number of shares of Common Stock held by the Oaktree Entities on the date hereof as set forth on Schedule 1 hereto, at least twenty (20) days prior to any subsequent Transfer by any Oaktree Entities (the "Selling Oaktree Entity") to any person or entity other than (a) partners of any Oaktree Entity pursuant to in-kind distributions (so long as no sale of such shares is then contemplated), (b) pursuant to a sale on a national securities exchange, an automated quotation system or over the counter system, or (c) an Affiliate of such Oaktree Entity if such Affiliate has first agreed in writing to be bound by the terms of this Agreement, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms of such Transfer and identifying the name and address of the potential Acquiror. Upon receipt of such Transfer Notice, each of Prudential and Gateway shall have the right, upon delivery of a written request to the Selling Oaktree Entity within twenty (20) days of the date the Transfer Notice is received by Prudential/Gateway, to cause to be sold to the potential Acquiror its Pro-Rata Portion of the total number of shares of Common Stock which are proposed to be sold by the Selling Oaktree Entity in the Transfer Notice at the same price and on the same terms and conditions contained in the Transfer Notice delivered in connection with such proposed transaction, simultaneously with (and conditioned upon) the Transfer described in the Transfer Notice. The rights and obligations set forth in this Section 3 shall terminate concurrent with any termination of the agreements of Prudential/Gateway set forth in Section 5 resulting from an election to terminate the agreement of Prudential/Gateway set forth in Section 5 hereof permitted pursuant to the terms of Section 5 hereof.

Tag Along. With (a) If affiliates of Xxxxxxx Equity Partners III, L.P. (collectively referred to as “Xxxxxxx”), at any time or from time to time, enter into an agreement with an unaffiliated third party (the exception “Buyer”) to transfer, sell or otherwise dispose of, directly or indirectly (a “Tag-Along Sale”), any (but less than all of Transfers the) Voting Common Stock, then the Stockholder shall have the right, but not the obligation, to participate in such Tag-Along Sale (and to displace Xxxxxxx to the extent of such participation) by selling up to the number of shares of the Delaware Securities (the “Stockholder’s Allotment”) equal to the product of (x) and (y) where (x) equals (i) the total number of shares of Delaware Securities owned by the Oaktree Entities Stockholder immediately prior to the Tag-Along Sale multiplied by (ii) a fraction, the numerator of an aggregate of twenty-five percent (25%) or less of which shall equal the aggregate number of shares of Voting Common Stock held to be purchased by the Oaktree Entities Buyer from Xxxxxxx and any other holders of Voting Common Stock, and the denominator of which shall equal the aggregate number of shares of Voting Common Stock and Delaware Securities outstanding immediately prior to the Tag-Along Sale and (y) equals seventy -five percent (75%). If the Stockholder elects not to sell the full amount of the Stockholder’s Allotment, Xxxxxxx shall be permitted to sell its shares of Voting Common Stock that would have otherwise been displaced pursuant to the Stockholder’s participation in the Tag-Along Sale. (b) Any such sale by the Stockholder shall be on the date hereof same terms and conditions as set forth on Schedule 1 heretothe proposed Tag-Along Sale by Xxxxxxx; provided, at least twenty however, that the Stockholder shall share pro rata, based upon the number of shares of Delaware Securities and Voting Common Stock being sold by the Stockholder, (20i) in any indemnity liabilities to the Buyer in the Tag-Along Sale, including any liabilities for representations or warranties made by the Company or Xxxxxxx with respect to the Company (other than representations made by Xxxxxxx with respect to itself and representations as to unencumbered ownership of and ability to transfer the shares being sold of any other seller in the Tag-Along Sale, which shall be the sole responsibility of such other seller) and (ii) in any escrow for the purpose of satisfying any such indemnity liabilities. (c) The foregoing notwithstanding, Section 2.5(a) shall not apply to (i) any transfer, sale or other disposition of shares of Voting Common Stock solely among Xxxxxxx and its Affiliates (or to Affiliates of the Affiliate) or (ii) any merger, statutory share exchange or consolidation of the Company with or into another entity (whether or not the Company is the surviving entity) or a sale of all or substantially all of the assets of the Company followed by its dissolution, provided that all shares of Voting Common Stock and Delaware Securities are treated the same in any such transaction. (d) Xxxxxxx shall promptly provide the Stockholder with written notice (the “Tag-Along Sale Notice”) not more than 60 nor less than 10 days prior to any subsequent Transfer by any Oaktree Entities the proposed date of the Tag-Along Sale (the "Selling Oaktree Entity"“Tag-Along Sale Date”). The Tag-Along Sale Notice shall set forth: (i) to any person or entity other than (a) partners of any Oaktree Entity pursuant to in-kind distributions (so long as no sale of such shares is then contemplated), (b) pursuant to a sale on a national securities exchange, an automated quotation system or over the counter system, or (c) an Affiliate of such Oaktree Entity if such Affiliate has first agreed in writing to be bound by the terms of this Agreement, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms of such Transfer and identifying the name and address of the potential Acquiror. Upon receipt of such Transfer Notice, each of Prudential and Gateway shall have Buyer; (ii) the right, upon delivery of a written request to the Selling Oaktree Entity within twenty (20) days of the date the Transfer Notice is received by Prudential/Gateway, to cause to be sold to the potential Acquiror its Pro-Rata Portion of the total number of shares of Voting Common Stock which are proposed to be transferred or sold by the Selling Oaktree Entity in the Transfer Notice at Tag-Along Sale; (iii) the same price proposed amount and on form of consideration to be paid for such shares of Voting Common Stock and the same terms and conditions contained of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Delaware Securities held of record by the Stockholder as of the close of business on the date of the Tag-Along Sale Notice (the “Tag-Along Notice Date”) and the aggregate number of shares of Delaware Securities outstanding on the Tag-Along Notice Date; (v) the number of shares of Delaware Securities constituting the Stockholder’s Allotment; (vi) confirmation that the Buyer has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase shares of Voting Common Stock and Delaware Securities in accordance with the terms hereof; and (vii) the Tag-Along Sale Date. (e) The Stockholder shall provide written notice (the “Tag-Along Notice”) to Xxxxxxx, by the sooner to occur of (A) ten (10) days after the Tag-Along Sale Notice was provided to the Stockholder or (B) five (5) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Delaware Securities, if any, that the Stockholder desires to include in the Transfer Tag-Along Sale (which shall not exceed the Stockholder’s Allotment). (f) If a Tag-Along Notice delivered is not received by Xxxxxxx from the Stockholder within the period specified above, Xxxxxxx shall have the right to sell or otherwise transfer the number of shares of Voting Common Stock specified in connection the Tag-Along Sale Notice to the Buyer without any participation of the Stockholder, but only on the terms and conditions stated in such Tag-Along Sale Notice. (g) The provisions of this Section 2.5 shall apply regardless of the form of consideration received in the Tag-Along Sale. (h) For purposes of this Section 2.5, an “Affiliate” of a specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such proposed transactionspecified person. For the purposes of this definition, simultaneously “control,” when used with (respect to any person, means the power to direct the management and conditioned upon) policies of such person, directly or indirectly, whether through the Transfer described in ownership of voting securities, by contract or otherwise; and the Transfer Notice. The rights terms “controlling” and obligations set forth in this Section 3 shall terminate concurrent with any termination of the agreements of Prudential/Gateway set forth in Section 5 resulting from an election to terminate the agreement of Prudential/Gateway set forth in Section 5 hereof permitted pursuant “controlled” have meanings correlative to the terms of Section 5 hereofforegoing.

Tag Along. With Following the exception Call Option Expiration Date and for as long as any Shares remain outstanding, if Isis proposes to Transfer any Capital Stock of Transfers by the Oaktree Entities Ibis for consideration (other than a Transfer in connection with a Change of an aggregate Control of twenty-five percent (25%) or less Isis that involves all of the aggregate number Capital Stock of shares Ibis that is owned by Isis and an assignment is made by Isis in accordance with Section 5.2 hereof), then: (a) Isis shall deliver a written notice (the “Tag Along Notice”) to each holder of Common Stock held by the Oaktree Entities on the date hereof as set forth on Schedule 1 heretoShares (each, a “Tag Along Holder”) at least twenty (20) days Business Days prior to any subsequent Transfer by any Oaktree Entities such proposed Transfer. The Tag Along Notice shall include: (i) The principal terms of the "Selling Oaktree Entity"proposed Transfer, including (A) with respect to any person or entity other than each class of Capital Stock to be transferred, the purchase price for such Capital Stock, (aB) partners with respect to each class of any Oaktree Entity pursuant Capital Stock to in-kind distributions (so long as no sale be transferred, the total number of shares of such shares is then contemplated)Capital Stock Isis proposes to Transfer, (bC) pursuant to a sale on a national securities exchange, an automated quotation system or over the counter system, or (c) an Affiliate of such Oaktree Entity if such Affiliate has first agreed in writing to be bound by the terms of this Agreement, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms of such Transfer and identifying the name and address of the potential Acquiror. Upon receipt prospective transferee (the “Prospective Buyer”) and (D) the draft sale agreement with the Prospective Buyer, if available (and if not available, promptly after it becomes available); and (ii) With respect to each class of Capital Stock to be transferred, an invitation to each Tag Along Holder to make an offer to include in the proposed Transfer to the Prospective Buyer a number of Shares held by such Tag Along Holder on the same terms and conditions as Isis is proposing to Transfer such Capital Stock. (b) Within ten (10) Business Days after the delivery of the Tag Along Notice, each of Prudential and Gateway Tag Along Holder desiring to make an offer to include Shares in the proposed Transfer (each a “Participating Seller” and, together with Isis, collectively, the “Tag Along Sellers”) shall have the right, upon delivery of furnish a written request notice (the “Tag Along Offer”) to Isis offering to include, with respect to each class of Capital Stock to be transferred, a number of Shares which such Participating Seller desires to have included in the proposed Transfer. With respect to each class of Capital Stock to be transferred, each Tag Along Holder who does not accept Isis’ invitation to make an offer to include any Shares in the proposed Transfer shall be deemed to have waived all of its rights with respect to such Transfer, and the Tag Along Sellers shall thereafter be free to Transfer to the Selling Oaktree Entity within twenty Prospective Buyer, at a per share price no greater than the per share price set forth in the Tag Along Notice and on other principal terms which are not materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Holder. (20c) days Isis shall attempt to obtain the inclusion in the proposed Transfer of the date entire number of Shares which each of the Tag Along Sellers requested to have included in the Transfer (as evidenced in the case of Isis by the Tag Along Notice is received and in the case of each Participating Seller by Prudential/Gatewaysuch Participating Seller’s Tag Along Offer). In the event Isis shall be unable to obtain the inclusion of such entire number of Shares in the proposed Transfer, to cause the number of shares of Ibis Common Stock to be sold in such proposed Transfer shall be allocated to each Tag Along Seller in proportion to, as nearly as practicable, the potential Acquiror its Pro-Rata Portion of proportion the Shares held by such Tag Along Seller bears to the total number of shares of Ibis Common Stock which are proposed held by all the Tag Along Sellers. To the extent a Tag Along Seller elects to be sold by the Selling Oaktree Entity include less than its full allocation of Shares in the proposed Transfer, the portion not included in the proposed Transfer Notice at shall be allocated to the Tag Along Sellers (who are not able to include in the proposed Transfer all of the Shares identified in their Tag Along Offer) in the same price and on the same terms and conditions contained in the Transfer Notice delivered in connection with such proposed transaction, simultaneously with (and conditioned upon) the Transfer described in the Transfer Notice. The rights and obligations manner as set forth in this Section 3 shall terminate concurrent with any termination 3.6(c). (d) If the Tag-Along Sellers have not completed the proposed Transfer by the end of the agreements 180th day following the delivery of Prudential/Gateway set forth the Tag Along Notice, each Participating Seller shall be released from its obligations under its Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 3.6 separately complied with, in Section 5 resulting from an election order to terminate the agreement of Prudential/Gateway set forth in Section 5 hereof permitted consummate such proposed Transfer pursuant to this Section 3.6, unless the failure to complete such proposed Transfer resulted from any failure by any Participating Seller to comply with the terms of this Section 5 hereof3.6.

Tag Along. With the exception of Transfers by the Oaktree Entities of an aggregate of twenty-five percent (25%) or less of the aggregate If Selling Stockholders holding a Stockholder Majority propose to sell a number of shares equal to a Stockholder Majority to any unaffiliated or unrelated person in an arm’s length transaction (a “Tag-Along Transaction”) then the Selling Stockholders must give written notice to the Seller of Common Stock held by the Oaktree Entities on the date hereof as set forth on Schedule 1 hereto, proposed Tag-Along Transaction giving rise at least twenty (20) days prior to any subsequent Transfer by any Oaktree Entities the consummation thereof (a “Tag-Along Notice”). The Tag-Along Notice shall set forth the "Selling Oaktree Entity") to any person or entity other than (a) partners of any Oaktree Entity pursuant to in-kind distributions (so long as no sale of such shares is then contemplated), (b) pursuant to a sale on a national securities exchange, an automated quotation system or over the counter system, or (c) an Affiliate of such Oaktree Entity if such Affiliate has first agreed in writing to be bound by the terms of this Agreement, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the principal terms of such Transfer and identifying proposed transaction including the amount of Parent Common Stock to be sold by the Selling Stockholders, the price per shares to be paid, the name and address of the potential Acquirorprospective buyer and any other material terms and conditions (in reasonable detail) pertaining to such proposed transfer, including without limitation, the proposed closing date (the “Tag-Along Terms”). Upon receipt of such Transfer Notice, each of Prudential and Gateway shall have the right, upon delivery of a written request to the Selling Oaktree Entity within Within twenty (20) days after receipt of the date Tag-Along Notice, Seller may elect by written notice to the Transfer Notice is received by Prudential/GatewaySelling Stockholders, to cause require that the Selling Stockholders include a pro rata portion of Seller’s Parent Common Stock in the Tag-Along Transaction (the “Tag-Along Right”). The purchaser shall have the right to be sold to the potential Acquiror its Pro-Rata Portion of either increase the total number of shares of Parent Common Stock which are proposed to be sold by being purchased or reduce the numbers of share being purchased form the Selling Oaktree Entity Stockholders by an amount necessary to include Seller’s shares in the Transfer Notice at Tag-Along Transaction. If Seller exercises its Tag-Along Right, the same price and on Selling Stockholders may not consummate the same terms and conditions contained proposed transaction to which reference is made in the Transfer Notice delivered Tag-Along Notice, without including the Seller. Notwithstanding anything herein to the contrary, a Tag-Along Transaction shall exclude a transaction in connection which an underwriter or placement agent proposes to offer or sell any shares in an underwritten or best efforts offering unless Seller shall have complied with such proposed transaction, simultaneously with (and conditioned upon) the Transfer described in the Transfer Notice. The rights and obligations Registration Provisions set forth in this Section 3 shall terminate concurrent with any termination of the agreements of Prudential/Gateway set forth in Section 5 resulting from an election to terminate the agreement of Prudential/Gateway set forth in Section 5 hereof permitted pursuant to the terms of Section 5 hereofon Exhibit C annexed hereto.

Tag Along. With Subject to Section 4(f), no Stockholder shall Transfer any Shares owned by such Stockholder to any Person without complying with the exception of Transfers by the Oaktree Entities of an aggregate of twenty-five percent (25%) or less of the aggregate number of shares of Common Stock held by the Oaktree Entities on the date hereof as terms and conditions set forth on Schedule 1 heretoin this Section 4; provided, at least twenty that a Stockholder may be an Initiating Stockholder (20defined below) under this Section 4 only if such Transfer is not prohibited under Section 3 and only after such Stockholder has fully complied with any applicable requirements of Section 3. (a) If any Stockholder desires to Transfer any Shares to any Person (the “Initiating Stockholder”), then such Initiating Stockholder shall deliver written notice of such proposed Transfer (the “Participation Sale”) to each other Stockholder (each a “Participating Offeree”) and to the Company. Such written notice (the “Participation Notice”) shall be delivered not less than fifteen (15) days prior to any subsequent such proposed Transfer by any Oaktree Entities and shall set forth, in reasonable detail, the terms and conditions of such proposed Transfer, including the name of the prospective purchaser, the payment terms, the type of disposition, the number and type of Shares proposed to be Transferred (the "Selling Oaktree Entity") to any person or entity other than (a) partners of any Oaktree Entity pursuant to in-kind distributions (so long as no sale of such shares is then contemplated“Participation Securities”), (b) pursuant to a sale and the proposed purchase price for the Participation Securities on a national securities exchangeper share basis (the “Participation Price”), an automated quotation system or over together with a complete and accurate copy of the counter system, or prospective purchaser’s written offer to purchase the Participation Securities from the Initiating Stockholder. Within ten (c10) an Affiliate days following the delivery of such Oaktree Entity if such Affiliate has first agreed in writing to be bound the Participation Notice by the terms Initiating Stockholder to each Participating Offeree and to the Company, each Participating Offeree may elect, by delivery of this Agreementwritten notice to the Initiating Stockholder and to the Company, to Transfer to the purchaser in such Participation Sale up to that number of Shares owned by such Participating Offeree as shall be equal to the product obtained by multiplying (A) the number of Participation Securities by (B) a fraction, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms numerator of such Transfer and identifying the name and address of the potential Acquiror. Upon receipt of such Transfer Notice, each of Prudential and Gateway shall have the right, upon delivery of a written request to the Selling Oaktree Entity within twenty (20) days of the date the Transfer Notice which is received by Prudential/Gateway, to cause to be sold to the potential Acquiror its Pro-Rata Portion of the total number of shares of Common Stock on a Fully Diluted Basis owned by such Participating Offeree on the date of such Participation Notice and the denominator of which are proposed is the total number of shares of Common Stock on a Fully Diluted Basis then held by all of the Stockholders on the date of the Participation Notice. If any Participating Offeree fails to deliver such written notice to the Initiating Stockholder and the Company within such ten (10) day period, then such Participating Offeree shall no longer have any right to Transfer any Shares pursuant to this Section 4 in such Participation Sale. (b) If the Participation Securities consist of more than one series or class or type of Shares and if a Participating Offeree exercises rights pursuant to this Section 4, then such Participating Offeree shall be sold by the Selling Oaktree Entity in the required as a condition of such exercise (and shall be entitled) to Transfer Notice at the same price and on proportionate amount of the same terms and conditions contained in series or class or type of Shares that the Transfer Notice delivered Initiating Stockholder Transfers to the purchaser in connection with such Participation Sale; provided, that this sentence shall not apply to the extent that such Participating Offeree does not then own a sufficient number of such series, class or type of Shares or securities then convertible or exchangeable into such series, class or type of Shares. If the purchaser of any Participation Securities refuses to buy any of the Shares which any Participating Offeree has validly elected to include in the Participation Sale pursuant to this Section 4, then the Initiating Stockholder may not Transfer any of its Shares to such purchaser unless the Initiating Stockholder purchases from such Participating Offeree the number of Shares that such Participating Offeree would be entitled to Transfer pursuant to this Section 4 for the consideration the Participating Offeree would have received pursuant to this Section 4 if it sold such Shares to such purchaser. (c) The Participating Offerees that have validly elected to participate in the Participation Sale shall receive, upon the consummation of such Participation Sale, the same form and amount (subject to appropriate adjustment to reflect any differences in the rights, preferences and privileges of different series, class or type of Shares) of consideration on a per Share basis, or if any such Participating Offerees are given an option as to the form and amount (subject to appropriate adjustment to reflect any differences in the rights, preferences and privileges of different classes or series of capital stock) of consideration to be received, all such Participating Offerees must be given substantially the same option. (d) At the closing of any Participation Sale, the Initiating Stockholder, together with all Participating Offerees validly electing to participate in such Participation Sale, shall deliver to the proposed transactiontransferee certificates evidencing the Shares to be sold, simultaneously free and clear of all claims, liens and encumbrances (except the provisions of this Agreement, including the Call Option Terms), together with stock powers duly endorsed. To the extent any Participating Offeree does not comply with this Section 4(d) or Section 4(e), such Participating Offeree shall not be entitled to participate in such Participation Sale and the Initiating Stockholder shall be entitled to sell an additional number of Shares equal to the Shares that otherwise would have been sold by such Participating Offeree. (e) As a condition to the effective exercise of its rights under this Section 4 each Participating Offeree validly electing to participate in the Participation Sale shall (A) be required to make such representations, warranties and conditioned uponcovenants and agree to provide such indemnification as the Initiating Stockholder agrees to make or provide in connection with such Participation Sale, (B) pay such Stockholder’s pro rata share of the reasonable costs and expenses incurred in connection with such Participation Sale to the extent such costs and expenses are incurred for the benefit of the Stockholders participating in such Participation Sale generally and are not otherwise paid by the Company (it being agreed that costs incurred by each Participating Offeree on its own behalf will not be considered costs of such Participation Sale), and (C) take such other actions and execute such documents as the Company or the Initiating Stockholder may reasonably request. (f) The provisions of this Section 4, shall not apply to (A) a Permitted Transfer, (B) a Transfer made pursuant to or after a Public Offering or (C) a Transfer pursuant to Section 5, (D) a Transfer by a Call Option Grantor to Neptune pursuant to the Call Option Terms, or (E) a Neptune Parent Transfer. Any Shares Transferred pursuant to this Section 4 shall remain subject to the Transfer described restrictions of this Agreement, including the Call Option Terms, and each purchaser of Shares who is not a party to this Agreement shall execute and deliver to the Company a Joinder Agreement in substantially the Transfer Notice. The rights form attached hereto as Appendix A and obligations set forth shall take such other actions and execute such other documents as the Company reasonably requests. (g) Notwithstanding anything contained in this Section 3 4 or any notice given hereunder, the provisions of this Section 4 shall terminate concurrent with any termination be suspended immediately upon the exercise by the Selling Holders of the agreements of Prudential/Gateway Bring-Along Right as set forth in Section 5 resulting from an election 5, subject to terminate the agreement of Prudential/Gateway set forth in any Minority Vote required by Section 5 hereof permitted pursuant to the terms of Section 5 hereof17.

Tag Along. With (a) If the exception Selling Shareholder intends to Transfer Shares to a Proposed Transferee, to the extent the Investor does not exercise its rights of Transfers by first refusal as to all of the Oaktree Entities Relevant Shares pursuant to Section 5.2, the Investor shall have an option for a period of an aggregate fifteen (15) days from the end of twentythe Investor Refusal Period to participate in such sale of Securities on terms no less favorable than those being offered to the Proposed Transferee. If Investor gives no such notice with respect to its tag-five percent along rights within such fifteen-day period, it shall be deemed to have waived its entitlement to participate in the Proposed Transfer. (25%b) or less The Investor shall send notice to the Transferor indicating the number of Securities the Investor wishes to sell under its right to participate. The Investor may elect to sell up to such number of Securities equal to the product of (i) the aggregate number of shares of Common Stock held by the Oaktree Entities on the date hereof as set forth on Schedule 1 hereto, at least twenty (20) days prior to any subsequent Transfer by any Oaktree Entities (the "Selling Oaktree Entity") to any person or entity other than (a) partners of any Oaktree Entity pursuant to in-kind distributions (so long as no sale of such shares is then contemplated), (b) pursuant to a sale on a national securities exchange, an automated quotation system or over the counter system, or (c) an Affiliate of such Oaktree Entity if such Affiliate has first agreed in writing to be bound by the terms of this Agreement, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms of such Transfer and identifying the name and address of the potential Acquiror. Upon receipt of such Transfer Notice, each of Prudential and Gateway shall have the right, upon delivery of a written request to the Selling Oaktree Entity within twenty (20) days of the date the Transfer Notice is received by Prudential/Gateway, to cause Securities proposed to be sold to the potential Acquiror its Pro-Rata Portion Transferee (including, for the avoidance of doubt, the number of Common Shares that would be issuable upon the exercise, conversion or exchange of any of such Securities) by (ii) the fraction that represents the Fully Diluted Percentage Ownership of the total Investor on the date of the Sale Notice. (c) The Investor shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the Proposed Transferee one or more certificates and instruments of transfer, properly endorsed for transfer, which represent the type and number of shares Securities which Investor elects to sell; provided, however, that if the Proposed Transferee objects to the delivery of non-Common Share Securities in lieu of Common Stock which are proposed Shares, the Investor shall convert such non-Common Share Securities into Common Shares and deliver certificates and instruments of transfer corresponding to be sold by the Selling Oaktree Entity in the Transfer Notice at the same price and on the same terms and conditions contained in the Transfer Notice delivered in connection with such proposed transaction, simultaneously with (and conditioned upon) the Transfer described in the Transfer NoticeCommon Shares. The rights and obligations set forth in this Section 3 shall terminate Company agrees to make any such conversion of Securities concurrent with any termination the actual transfer of Common Shares to the Proposed Transferee and contingent on such transfer. (d) The share certificate or certificates that the Investor delivers to the Transferor pursuant to Section 5.3 shall be transferred to the Proposed Transferee in consummation of the agreements sale of Prudential/Gateway set forth in Section 5 resulting from an election to terminate the agreement of Prudential/Gateway set forth in Section 5 hereof permitted Securities pursuant to the terms and conditions specified in the Sale Notice, and the Transferor shall concurrently therewith remit to the Investor that portion of Section 5 hereofthe sale proceeds to which the Investor is entitled by reason of its participation in such sale. (e) To the extent that any Proposed Transferee prohibits the participation of the Investor exercising its tag-along rights hereunder in a Proposed Transfer or otherwise refuses to purchase Securities from the Investor exercising its tag-along rights hereunder, the Selling Shareholder shall not sell to such Proposed Transferee any Securities unless and until, simultaneously with such sale, the Selling Shareholder shall purchase such Common Shares or other Securities from the Investor for the same consideration and on terms no less favorable than described in the Sale Notice.

Tag Along. With 6.2.1 If a Party or any of its Affiliates (the exception “Transferor”) proposes to Transfer any of Transfers by its oil and gas leasehold interests in any Joint Lease (other than with respect to the Oaktree Entities Sonangol Interest or the BHP Interest) to any Person (other than to an Affiliate) (the “Tag-Along Transferee”), then such Transferor shall send written notice of an aggregate such proposed Transfer (which shall include a time and place designated for the closing of twentysuch purchase) of such third party offer (the “Tag-five percent Along Notice”) to the other Party (25%the “Tag Offeree”) or less of the aggregate number of shares of Common Stock held by the Oaktree Entities on the date hereof as set forth on Schedule 1 hereto, at least twenty thirty (2030) business days prior to any subsequent Transfer by any Oaktree Entities effecting such Transfer. The Tag Offeree shall then have the irrevocable right (the "Selling Oaktree Entity") to any person or entity other than (a) partners of any Oaktree Entity pursuant to ina “Tag-kind distributions (so long as no sale of such shares is then contemplatedAlong Right”), (b) pursuant to a sale on a national securities exchange, an automated quotation system or over the counter system, or (c) an Affiliate of such Oaktree Entity if such Affiliate has first agreed in writing to be bound exercisable by the terms of this Agreement, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms of such Transfer and identifying the name and address of the potential Acquiror. Upon receipt of such Transfer Notice, each of Prudential and Gateway shall have the right, upon delivery of a written request an irrevocable notice to the Selling Oaktree Entity Transferor at any time within twenty (20) business days after receipt of the date the Transfer Notice is received by Prudential/GatewayTag- Along Notice, to cause to be sold to participate in such Transfer by selling the potential Acquiror its Pro-Rata Portion Tag Offeree’s Tag Along Share of the total number of shares of Common Stock which are applicable oil and gas leasehold interests proposed to be sold Transferred, on substantially the same terms (including with respect to representations, warranties and indemnification) as the Transferor. 6.2.2 If the Tag Offeree has exercised its Tag-Along Right and the Tag-Along Transferee is unwilling to purchase all of the oil and gas leasehold interests proposed to be Transferred by the Selling Oaktree Entity Transferor and the exercising Tag Offeree, then the Transferor and the exercising Tag Offeree shall reduce, based on their respective Tag Along Share, the oil and gas leasehold interests that each otherwise would have sold so as to permit the Transferor and the exercising Tag Offeree to sell that portion of the oil and gas leasehold interests (determined in accordance with their Tag Along Share) that the proposed Tag-Along Transferee is willing to purchase. 6.2.3 The Tag Offeree and the Transferor shall sell to the Tag-Along Transferee all of the oil and gas leasehold interests proposed to be Transferred by them, at not less than the price and upon terms and conditions, if any, not more favorable, individually and in the Transfer aggregate, to the Tag-Along Transferee than those in the Tag-Along Notice at the same price time and on place provided for the same terms and conditions contained closing in the Transfer Notice delivered in connection Tag-Along Notice, or at such other time and place as the Tag Offerees, the Transferor and the Tag-Along Transferee shall agree. 6.2.4 If the Tag Offeree has exercised its Tag-Along Right, neither Party shall exercise its preferential right to purchase under the applicable Operating Agreement with such proposed transaction, simultaneously with (respect to the oil and conditioned upon) the Transfer described gas leasehold interests in the Transfer Notice. The rights and obligations set forth in this Section 3 shall terminate concurrent with any termination of the agreements of Prudential/Gateway set forth in Section 5 resulting from an election to terminate the agreement of Prudential/Gateway set forth in Section 5 hereof permitted pursuant to the terms of Section 5 hereofsubject Joint Lease.

Tag Along. With (a) During the exception of Transfers three-year period beginning at the Effective Time in the event that any OEP Stockholder or any Swarth Stockholder intends to Transfer voting Shares Beneficially Owned by the Oaktree Entities of an aggregate of twenty-such party representing five percent (255%) or less more of the aggregate number total issued and outstanding voting Shares in a transaction (or series of shares of Common Stock held by the Oaktree Entities on the date hereof as set forth on Schedule 1 hereto, at least twenty (20related transactions) days prior to any subsequent Transfer by any Oaktree Entities (the "Selling Oaktree Entity") to any person or entity other than (a) partners of any Oaktree Entity that is permitted pursuant to in-kind distributions (so long as no sale of such shares is then contemplated), (b) pursuant to a sale on a national securities exchange, an automated quotation system or over the counter system, or (c) an Affiliate of such Oaktree Entity if such Affiliate has first agreed in writing to be bound by the terms of this Agreement, including a privately negotiated sale or a non-underwritten block trade, such selling party (the “Selling Oaktree Entity Stockholder”) shall provide to Prudential/Gateway a Transfer Notice explaining the terms of such Transfer and identifying the name and address of the potential Acquiror. Upon receipt of such Transfer Noticenotify each other Stockholder that, each of Prudential and Gateway shall have the righttogether with its Affiliates, upon delivery of a written request to the Selling Oaktree Entity within twenty Beneficially Owns five percent (205%) days of the date the Transfer Notice is received by Prudential/Gateway, to cause to be sold to the potential Acquiror its Pro-Rata Portion or more of the total issued and outstanding voting Shares (the “Tagging Stockholders”), in writing, of such proposed Transfer (a “Tag-Along Notice”). Each Tag-Along Notice shall identify the number of shares of Common Stock which are Shares proposed to be sold by the Selling Oaktree Entity in Stockholder, the consideration for which the Transfer Notice is proposed to be made and all other material terms and conditions of the proposed Transfer, including the form of the proposed agreement, if any. Within five (5) Business Days of the date of the Tag-Along Notice, each Tagging Stockholder shall notify the Selling Stockholder if it elects to participate in such Transfer. Any Tagging Stockholder that fails to notify the Selling Stockholder within such five (5) Business Day period shall be deemed to have waived its rights under this ‎Section 5.01 in respect of such Transfer. Each Tagging Stockholder that so notifies the Selling Stockholder shall have the right to sell, at the same price and on the same terms and conditions contained as the Selling Stockholder, an amount of Shares equal to the Shares the third party actually proposes to purchase multiplied by a fraction, the numerator of which shall be the number of Shares Beneficially Owned by such Tagging Stockholder and the denominator of which shall be the aggregate number of Shares Beneficially Owned by the Selling Stockholder and each Tagging Stockholder exercising its rights under this ‎Section 5.01‎(a). (b) Upon the consummation of any proposed Transfer in respect of which any Tagging Stockholders have exercised their rights under ‎Section 5.01‎(a), all of the Stockholders participating therein will receive the same form and amount of consideration. (c) Each Tagging Stockholder that has exercised its rights under ‎Section 5.01‎(a) shall (i) make only such representations, warranties and covenants, provide such indemnities and enter into such definitive agreements as (A) are customary for transactions of the nature of the proposed Transfer Notice delivered and (B) are (and solely to the extent) made, provided or entered into, respectively, by the Selling Stockholder; provided that if the Tagging Stockholders are required to provide any representations or indemnities in connection with such proposed Transfer (other than representations and indemnities concerning each Tagging Stockholder’s title to the Shares and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement), liability for misrepresentation or indemnity shall (as to such Tagging Stockholder) be expressly stated to be several but not joint and each Tagging Stockholder shall not be liable for more than its pro rata share (based on the number of Shares Transferred) of any liability for misrepresentation or indemnity, (ii) benefit from all of the same provisions of the definitive agreements as the Selling Stockholder and (iii) be required to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price; provided that the Selling Stockholder and the Tagging Stockholders shall each bear their own expenses in connection with such transaction and in no event shall any Tagging Stockholder be obligated to bear any expenses for any services, such as placement or transaction fees, investment banking or investment advisory fees payable to the Selling Stockholder or any related Person of the Selling Stockholder in connection with such transaction, simultaneously with . (and conditioned upond) The Selling Stockholder shall have twenty days after expiration of such five (5) Business Day notice period to complete the Transfer described in the Transfer Tag-Along Notice. The rights , at a price and obligations on terms no more favorable to the Selling Stockholder than those set forth in this Section 3 the Tag-Along Notice. During such period, the Selling Stockholder shall terminate concurrent with any termination keep each Tagging Stockholder reasonably informed of the agreements status of Prudential/Gateway set forth the proposed Transfer, including any discussions with potential purchasers and/or broker-dealers and the terms thereof, all to allow the Tagging Stockholders to participate in Section 5 resulting from an election to terminate such Transfer as contemplated by this ‎Section 5.01. If the agreement of Prudential/Gateway set forth Selling Stockholder does not consummate the sale in Section 5 hereof permitted pursuant to accordance with the terms of Section 5 hereofthe Tag-Along Notice within such twenty (20)-day period, then the Selling Stockholder may not sell such Shares unless it sends a new Tag-Along Notice and once again complies with the provisions of this ‎Section 5.01 with respect to such Shares. (e) The provisions of this ‎Section 5.01 shall not apply to (i) a Transfer to a Permitted Transferee, (ii) a Transfer required as a result of a Regulatory Requirement, (iii) a Transfer in an underwritten public offering pursuant to an effective registration statement under the Securities Act that includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters or (iv) a Transfer in connection with a merger, reorganization, consolidation, liquidation or winding up involving the Company.

Tag Along. With (a) At any time prior to an Initial Public Offering or Sale Event, if an MDP Stockholder (the exception “Transferring Stockholder”) proposes to Transfer any shares of Transfers by the Oaktree Entities Common Stock to one or more Persons who are not an Investor or an Affiliate of an aggregate Investor, then the Management Stockholders shall have the right to participate in such Transfer on a pro rata basis (such that each Management Stockholder’s Transfer Percentage is equal to the Transferring Stockholder’s Transfer Percentage), on the same terms, conditions and equivalent type and amount of twentyconsideration payable per share of Common Stock (a “Tag-five percent (25%) Along Sale”); provided, however the Management Stockholders may not participate in any Transfer in an Initial Public Offering or less of the aggregate number Transfer of shares of Common Stock held following an Initial Public Offering or Sale Event. (b) In the event that a Management Stockholder exercises his or her rights pursuant to this Section 5 (an “Electing Stockholder”), (i) each Electing Stockholder will not be obligated to pay more than his or her pro rata share of transaction expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with such Tag-Along Sale to the extent that such expenses are incurred for the benefit of all stockholders and are not otherwise paid by the Oaktree Entities Company or the proposed purchaser (expenses incurred by or on behalf of a stockholder for his or her sole benefit not being considered expenses incurred for the date hereof benefit of all stockholders), (ii) each Electing Stockholder shall make all representations or warranties in connection with such Transfer as set forth made by the Transferring Stockholder, and (iii) subject to the preceding clause (ii), any indemnifications provided by the Electing Stockholders will be on Schedule 1 heretoa several basis (pro rata based upon proportion of aggregate transaction consideration received) and not a joint basis with the Transferring Stockholder (other than to the extent secured by an escrow fund or other similar mechanism). (c) In the event that a Stockholder elects to consummate a Tag-Along Sale, at least twenty such Stockholder shall notify the Company in writing of such proposed transaction no less than thirty (2030) days prior to any subsequent Transfer by any Oaktree Entities the contemplated consummation date of the Tag-Along Sale (the "Selling Oaktree Entity") to any person or entity other than (a) partners of any Oaktree Entity pursuant to in-kind distributions (so long as no sale of such shares is then contemplated“Tag Notice”), and the Company shall promptly furnish such Tag Notice to the other Stockholders. Such Tag Notice shall set forth: (bi) pursuant to a sale on a national securities exchangedescription of the Tag-Along Sale, an automated quotation system or over (ii) the counter systemname of the proposed purchaser, or and (ciii) an Affiliate the proposed amount and form of such Oaktree Entity if such Affiliate has first agreed in writing to be bound consideration and terms and conditions of payment offered by the terms of this Agreement, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms of such Transfer and identifying the name and address of the potential Acquirorproposed purchaser. Upon receipt of such Transfer Notice, each of Prudential and Gateway shall Each Management Stockholder will have the right, upon delivery of a written request notice to the Selling Oaktree Entity Company, delivered within twenty ten (2010) days after receipt of the Tag Notice to participate in the Tag-Along Sale on the terms and conditions thereof (such participation rights being hereinafter referred to as “Tag Rights”). In the event a Management Stockholder fails to notify the Company of its intent to exercise such Tag Rights within ten (10) days of receipt of a Tag Notice, such Management Stockholder will be deemed to have elected not to exercise such Tag Rights, and shall forfeit such Tag Rights, with respect to the date Tag-Along Sale contemplated by such Tag Notice. (i) The provisions of this Section 5 shall be subject and subordinate to the Transfer Notice is received by Prudential/Gatewayprovisions of Section 4 and, to cause to be sold to the potential Acquiror its Pro-Rata Portion of the total number of shares of Common Stock which are proposed to be sold by the Selling Oaktree Entity extent in the Transfer Notice at the same price and on the same terms and conditions contained in the Transfer Notice delivered in connection with such proposed transactionconflict therewith, simultaneously with (and conditioned upon) the Transfer described in the Transfer Notice. The rights and obligations set forth in this Section 3 shall terminate concurrent with any termination of the agreements of Prudential/Gateway set forth in Section 5 resulting from an election to terminate the agreement of Prudential/Gateway set forth in Section 5 hereof permitted pursuant to the terms of Section 5 hereofnot apply.

Tag Along. With the exception of Transfers by the Oaktree Entities of an aggregate of twenty-five percent (25%) or less of the aggregate number of shares of Common Stock held by the Oaktree Entities on the date hereof as set forth on Schedule 1 hereto, at least twenty (20) days prior to any subsequent Transfer by any Oaktree Entities (the "Selling Oaktree Entity") to any person or entity other than (a) partners If the Gxxxxx Parties or the Company receives a bona fide offer (a “Tag Offer”) from any Person (other than any Trawlers Party or any of any Oaktree Entity pursuant their Affiliates) that would result in a Change of Control, then, prior to in-kind distributions completing such Transfer, the Gxxxxx Parties shall first deliver a written notice (so long as no sale a “Tag Along Notice”) of such shares proposed sale to the Trawlers Parties on or prior to the date that is then contemplated), five (b5) pursuant to a sale on a national securities exchange, an automated quotation system or over Business days following the counter system, or (c) an Affiliate of such Oaktree Entity if such Affiliate has first agreed in writing to be bound by the terms of this Agreement, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms of such Transfer and identifying the name and address execution of the potential Acquiror. Upon receipt of definitive agreements relating to such Transfer Noticetransaction, each of Prudential and Gateway shall have the right, upon delivery of a written request to the Selling Oaktree Entity within twenty setting forth: (201) days of the date the Transfer Notice is received by Prudential/Gateway, to cause to be sold to the potential Acquiror its Pro-Rata Portion of (A) the total number of shares of Common Stock which are Company Ordinary Shares proposed to be sold transferred by the Selling Oaktree Entity in Gxxxxx Parties pursuant to such transactions, (B) the Transfer Notice consideration being offered for such Company Ordinary Shares (on a per security basis, looked at per class of security) and (C) the same price and on the same other terms and conditions contained of such Transfers; and (2) a unilateral offer to each of the Trawlers Parties to elect (each such Person, a “Tagging Seller”) to include in such sale all of the Transfer Company Ordinary Shares held by a Tagging Seller (the “Tagging Seller’s Company Ordinary Shares”) (A) at the highest amount of consideration (on a per security basis, looked at per class of security) that is being paid to the holder of such class of security and (B) on terms that are collectively no worse than those to be offered to the Gxxxxx Parties (the “Tag Terms of Purchase”, and together with the Drag Terms of Purchase, the “Terms of Purchase”). Any material change to the terms and conditions of any proposed sale shall require another Tag Along Notice. (b) Upon delivery of a Tag Along Notice, each Tagging Seller may elect to sell all of the Tagging Seller’s Company Ordinary Shares in such sale in accordance with the Tag Terms of Purchase by delivering a written notice (a “Tag Along Participation Notice”) to the Gxxxxx Parties’ Majority within fifteen (15) Business Days of the date of delivery of such Tag Along Notice, indicating the number of Tagging Seller’s Company Ordinary Shares held by such Tagging Seller. Each Tagging Seller shall be deemed to have waived its right to participate in such sale if it fails to provide a Tag Along Participation Notice within the prescribed time period. Upon delivery of a Tag Along Participation Notice, the Tagging Sellers that have delivered in connection with such Tag Along Participation Notice shall be entitled and obligated to sell to such proposed transactionacquiror on the Tag Terms of Purchase, simultaneously concurrently with the relevant Gxxxxx Parties (and conditioned upon) or members of the Transfer described in Gxxxxx Parties), the Transfer Notice. The rights and obligations number of Tagging Seller’s Company Ordinary Shares set forth in this Section 3 shall terminate concurrent with the Tag Along Participation Notice so long as such sale occurs within ninety (90) days (plus such number of additional days (if any) necessary to obtain any consents or approvals or allow the expiration or termination of all waiting periods under Applicable Law (including any Football Governing Body Rules and Regulations)). If such sale is not consummated within such period, then the agreements of Prudential/Gateway set forth in Section 5 resulting from an election to terminate the agreement of Prudential/Gateway set forth in Section 5 hereof permitted pursuant to the terms of Section 5 hereofTagging Seller shall not be so obligated.

Tag Along. With Subject to Section 4(f), no Stockholder shall Transfer any Shares owned by such Stockholder to any Person without complying with the exception of Transfers by the Oaktree Entities of an aggregate of twenty-five percent (25%) or less of the aggregate number of shares of Common Stock held by the Oaktree Entities on the date hereof as terms and conditions set forth on Schedule 1 heretoin this Section 4; provided, at least twenty that a Stockholder may be an Initiating Stockholder (20defined below) under this Section 4 only if such Transfer is not prohibited under Section 3 and only after such Stockholder has fully complied with any applicable requirements of Section 3. (a) If any Stockholder desires to Transfer any Shares to any Person (the “Initiating Stockholder”), then such Initiating Stockholder shall deliver written notice of such proposed Transfer (the “Participation Sale”) to each other Stockholder (each a “Participating Offeree”) and to the Company. Such written notice (the “Participation Notice”) shall be delivered not less than fifteen (15) days prior to any subsequent such proposed Transfer by any Oaktree Entities and shall set forth, in reasonable detail, the terms and conditions of such proposed Transfer, including the name of the prospective purchaser, the payment terms, the type of disposition, the number and type of Shares proposed to be Transferred (the "Selling Oaktree Entity") to any person or entity other than (a) partners of any Oaktree Entity pursuant to in-kind distributions (so long as no sale of such shares is then contemplated“Participation Securities”), (b) pursuant to a sale and the proposed purchase price for the Participation Securities on a national securities exchangeper share basis (the “Participation Price”), an automated quotation system or over together with a complete and accurate copy of the counter system, or prospective purchaser’s written offer to purchase the Participation Securities from the Initiating Stockholder. Within ten (c10) an Affiliate days following the delivery of such Oaktree Entity if such Affiliate has first agreed in writing to be bound the Participation Notice by the terms Initiating Stockholder to each Participating Offeree and to the Company, each Participating Offeree may elect, by delivery of this Agreementwritten notice to the Initiating Stockholder and to the Company, to Transfer to the purchaser in such Participation Sale up to that number of Shares owned by such Participating Offeree as shall be equal to the product obtained by multiplying (A) the number of Participation Securities by (B) a fraction, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms numerator of such Transfer and identifying the name and address of the potential Acquiror. Upon receipt of such Transfer Notice, each of Prudential and Gateway shall have the right, upon delivery of a written request to the Selling Oaktree Entity within twenty (20) days of the date the Transfer Notice which is received by Prudential/Gateway, to cause to be sold to the potential Acquiror its Pro-Rata Portion of the total number of shares of Common Stock on a Fully Diluted Basis owned by such Participating Offeree on the date of such Participation Notice and the denominator of which are proposed is the total number of shares of Common Stock on a Fully Diluted Basis then held by all of the Stockholders on the date of the Participation Notice. If any Participating Offeree fails to deliver such written notice to the Initiating Stockholder and the Company within such ten (10) day period, then such Participating Offeree shall no longer have any right to Transfer any Shares pursuant to this Section 4 in such Participation Sale. (b) If the Participation Securities consist of more than one series or class or type of Shares and if a Participating Offeree exercises rights pursuant to this Section 4, then such Participating Offeree shall be sold by the Selling Oaktree Entity in the required as a condition of such exercise (and shall be entitled) to Transfer Notice at the same price and on proportionate amount of the same terms and conditions contained in series or class or type of Shares that the Transfer Notice delivered Initiating Stockholder Transfers to the purchaser in connection with such Participation Sale; provided, that this sentence shall not apply to the extent that such Participating Offeree does not then own a sufficient number of such series, class or type of Shares or securities then convertible or exchangeable into such series, class or type of Shares. If the purchaser of any Participation Securities refuses to buy any of the Shares which any Participating Offeree has validly elected to include in the Participation Sale pursuant to this Section 4, then the Initiating Stockholder may not Transfer any of its Shares to such purchaser unless the Initiating Stockholder purchases from such Participating Offeree the number of Shares that such Participating Offeree would be entitled to Transfer pursuant to this Section 4 for the consideration the Participating Offeree would have received pursuant to this Section 4 if it sold such Shares to such purchaser. ​ ​ (c) The Participating Offerees that have validly elected to participate in the Participation Sale shall receive, upon the consummation of such Participation Sale, the same form and amount (subject to appropriate adjustment to reflect any differences in the rights, preferences and privileges of different series, class or type of Shares) of consideration on a per Share basis, or if any such Participating Offerees are given an option as to the form and amount (subject to appropriate adjustment to reflect any differences in the rights, preferences and privileges of different classes or series of capital stock) of consideration to be received, all such Participating Offerees must be given substantially the same option. (d) At the closing of any Participation Sale, the Initiating Stockholder, together with all Participating Offerees validly electing to participate in such Participation Sale, shall deliver to the proposed transactiontransferee certificates evidencing the Shares to be sold, simultaneously free and clear of all claims, liens and encumbrances (except the provisions of this Agreement, including the Call Option Terms), together with stock powers duly endorsed. To the extent any Participating Offeree does not comply with this Section 4(d) or Section 4(e), such Participating Offeree shall not be entitled to participate in such Participation Sale and the Initiating Stockholder shall be entitled to sell an additional number of Shares equal to the Shares that otherwise would have been sold by such Participating Offeree. (e) As a condition to the effective exercise of its rights under this Section 4 each Participating Offeree validly electing to participate in the Participation Sale shall (A) be required to make such representations, warranties and conditioned uponcovenants and agree to provide such indemnification as the Initiating Stockholder agrees to make or provide in connection with such Participation Sale, (B) pay such Stockholder’s pro rata share of the reasonable costs and expenses incurred in connection with such Participation Sale to the extent such costs and expenses are incurred for the benefit of the Stockholders participating in such Participation Sale generally and are not otherwise paid by the Company (it being agreed that costs incurred by each Participating Offeree on its own behalf will not be considered costs of such Participation Sale), and (C) take such other actions and execute such documents as the Company or the Initiating Stockholder may reasonably request. (f) The provisions of this Section 4, shall not apply to (A) a Permitted Transfer, (B) a Transfer made pursuant to or after a Public Offering or (C) a Transfer pursuant to Section 5, (D) a Transfer by a Call Option Grantor to Neptune pursuant to the Call Option Terms, or (E) a Neptune Parent Transfer. Any Shares Transferred pursuant to this Section 4 shall remain subject to the Transfer described restrictions of this Agreement, including the Call Option Terms, and each purchaser of Shares who is not a party to this Agreement shall execute and deliver to the Company a Joinder Agreement in substantially the Transfer Notice. The rights form attached hereto as Appendix A and obligations set forth shall take such other actions and execute such other documents as the Company reasonably requests. (g) Notwithstanding anything contained in this Section 3 4 or any notice given hereunder, the provisions of this Section 4 shall terminate concurrent with any termination be suspended immediately upon the exercise by the Selling Holders of the agreements of Prudential/Gateway Bring-Along Right as set forth in Section 5 resulting from an election 5, subject to terminate the agreement of Prudential/Gateway set forth in any Minority Vote required by Section 5 hereof permitted pursuant to the terms of Section 5 hereof17.

Tag Along. With the exception of Transfers by the Oaktree Entities of an aggregate of twenty-five percent (25%) or less of the aggregate number of shares of Common Stock held by the Oaktree Entities on the date hereof as set forth on Schedule 1 hereto, at least twenty (20) days prior to any subsequent Transfer by any Oaktree Entities (the "Selling Oaktree Entity") to any person or entity other than (a) partners If, at any time before the fulfillment of the Conditions Precedent or the lapse of one year from the Closing, whichever is earlier, the Company offers to sell any Oaktree Entity of its shares, whether in a registered offering on TASE or otherwise, other than offerings otherwise relating to employee benefit plans or corporate acquisitions or reorganizations (an “Offering”), whether by means of the publication of a prospectus, shelf offering report or private placement report, as such document may be amended or supplemented (the “Offering Document”), it shall give notice to the Purchasers of such intention, including the material terms of the Offering and the number of number of issued and outstanding Ordinary Shares of the Company at such time (“Offering Notice”). Following receipt of such Offering Notice, each Purchaser shall have the right to exercise its pre-emption rights pursuant to in-kind distributions (so long as no sale Section 8.5 below or, in the alternative, sell its Issued Shares, Warrant Shares and any Ordinary Shares that may be issued by the Company to the Purchaser in respect of such shares is then contemplated)in connection with any share split, combination of shares, reclassification, recapitalization and distribution of bonus shares by the Company (bthe “Tag Along Shares”) within the framework of such Offering, pursuant to a sale on a national securities exchange, an automated quotation system or over the counter system, or (c) an Affiliate terms and conditions of such Oaktree Entity if such Affiliate has first agreed in writing Offering, up to be bound that number of Tag Along Shares determined by the terms of this Agreement, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms of such Transfer and identifying the name and address of the potential Acquiror. Upon receipt of such Transfer Notice, each of Prudential and Gateway shall have the right, upon delivery of a written request to the Selling Oaktree Entity within twenty (20) days of the date the Transfer Notice is received by Prudential/Gateway, to cause to be sold to the potential Acquiror its Pro-Rata Portion of multiplying the total number of Tag Along Shares held by such Purchaser times a fraction, the numerator of which is the number of Tag Along Shares held by such Purchaser, and the denominator of which is the total number of issued and outstanding Ordinary Shares of the Company at such time. Upon the written request of any Purchaser given within three (3) Business Days after receipt of the Offering Notice, the Company shall include in such Offering all of the Tag Along Shares indicated in such request, so as to permit the sale of the Tag Along Shares so requested. (b) Notwithstanding any other provision of this Section 8.4, if any managing underwriter under the Offering advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, or in the event of any limitation imposed under applicable Law, then there shall be excluded from such Offering to the extent necessary to satisfy such limitation(s), first shares held by shareholders other than the Purchasers, then to the extent necessary, shares held by the Purchasers (pro rata to the respective number of Tag Along Shares required by the Purchasers to be included in the Offering); provided, however, that in any event all Tag Along Shares must be included in such Offering prior to any other shares of Common Stock which are proposed the Company (with the exception of shares to be sold issued by the Selling Oaktree Entity Company to the public). In addition, the Company shall not be under any obligation to issue any Offer Notice to the Purchasers, and the Purchasers shall not have a right to participate in the Transfer Notice at Offering, if any managing underwriter under the same price and on Offering advises the same terms and conditions contained Company in the Transfer Notice delivered in connection writing that compliance with such proposed transaction, simultaneously with (and conditioned upon) the Transfer described in the Transfer Notice. The rights and obligations set forth in this Section 3 shall terminate concurrent with any termination of 8.4 is reasonably likely to negatively affect the agreements of Prudential/Gateway set forth in Section 5 resulting from an election Company’s ability to terminate the agreement of Prudential/Gateway set forth in Section 5 hereof permitted pursuant to the terms of Section 5 hereofcomplete such Offering.

Tag Along. With the exception of Transfers by the Oaktree Entities of an aggregate of twenty-five percent If (25%a) any Pandey Stockholder shall propose to Dispose Of any Shares other than pursuant to Section 2.1(b), or less of the aggregate number of shares of Common Stock held by the Oaktree Entities on the date hereof as set forth on Schedule 1 hereto(b) any Purchaser Stockholder shall propose to Dispose Of any Shares, at least twenty (20) days prior to any subsequent Transfer by any Oaktree Entities such Stockholder (the "Selling Oaktree EntityStockholder") shall give notice (a "Notice") of such proposed Disposition to any person the Purchaser, if the Selling Stockholder is a Pandey Stockholder, or entity Pandey, if such Selling Stockholder is a Purchaser Stockholder, describing the proposed Disposition. If such Disposition is a sale of Common Shares other than (a) partners of any Oaktree Entity pursuant to in-kind distributions (so long as no sale of such shares is then contemplated), (b) pursuant to a sale on Public Transaction, then, in addition to the requirements of Section 2.1 (if the Selling Stockholder is a national securities exchangePandey Stockholder), an automated quotation system the Purchaser Stockholders collectively (if the Selling Stockholder is a Pandey Stockholder) or over the counter systemPandey Stockholders collectively (if the Selling Stockholder is a Purchaser Stockholder) (the Purchaser Stockholders collectively, or (cany of them, or the Pandey Stockholders collectively, or any of them, as the case may be, being the "Tagging Stockholders") an Affiliate of such Oaktree Entity if such Affiliate has first agreed in writing to be bound by the terms of this Agreement, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms of such Transfer and identifying the name and address of the potential Acquiror. Upon receipt of such Transfer Notice, each of Prudential and Gateway shall have the right, upon delivery of by giving notice (a written request "Tag-Along Notice") to the Selling Oaktree Entity Stockholder within twenty (20) 10 days of the date the Transfer Notice is received by Prudential/GatewayNotice, to cause to be sold sell, on the terms and to the potential Acquiror its Pro-Rata Portion of transferee(s) described in the total Notice, a number of shares Common Shares equal to the number of Common Stock Shares then held by the Tagging Stockholders multiplied by a fraction (the "Fraction"), the numerator of which are is the number of Common Shares proposed to be sold by such Selling Stockholder and the denominator of which is the number of Common Shares held by all Pandey Stockholders (if the Selling Oaktree Entity in Stockholder is a Pandey Stockholder) or Purchaser Stockholders (if the Transfer Notice Selling Stockholder is a Purchaser Stockholder) at the same price and on date of the same terms and conditions contained in Notice; and, if the Transfer Notice delivered in connection with Tagging Stockholders give a Tag-Along Notice, such proposed transaction, simultaneously with (and conditioned upon) Selling Stockholder shall not effect such Disposition unless the Transfer described in Tagging Stockholders are afforded such opportunity to sell such portion of their Common Shares. Any notice given by Pandey or the Transfer Notice. The rights and obligations set forth in Purchaser pursuant to this Section 3 2.2 shall terminate concurrent with any termination of be deemed given by all Pandey Stockholders or Purchaser Stockholders, respectively; and, if the agreements of Prudential/Gateway set forth in Section 5 resulting from an election Pandey Stockholders or Purchaser Stockholders are entitled to terminate the agreement of Prudential/Gateway set forth in Section 5 hereof permitted sell shares pursuant to this Section 2.2, the shares to be sold shall be allocated among the Pandey Stockholders or Purchaser Stockholders, as the case may be, in proportion to their holdings of shares of Common Stock, or as they may otherwise agree. In the case of a Disposition by a Purchaser Stockholder pursuant to a Public Transaction, then, notwithstanding Section 2.1(a), each Pandey Stockholder shall be entitled to sell the Fraction of his shares of Common Stock, on such terms of Section 5 hereofas such Pandey Stockholder may obtain.

Tag Along. With Prior to the exception fifth anniversary of Transfers the ---------- issuance of the Preferred Stock, in connection with any proposed sale by Xxxxxx (other than an Underwritten Sale or a sale of 144 Exempt Shares which will be free from resale restrictions under the Oaktree Entities Securities Act subsequent to such sale) of an aggregate of twenty-five percent any Excess Option Shares or any Excess Common Shares (25%each such sale, a "Covered Sale"), Xxxxxx shall, as soon as practicable, but in any event no later than three (3) or less earlier than fifteen (15) Business Days prior to the trade date of such Covered Sale, provide written notice of such proposed Covered Sale to Apollo and any Affiliate of Apollo that then Beneficially Owns shares of Preferred Stock or Common Stock of the aggregate Company. During such five-year period, Xxxxxx shall afford Apollo and any Affiliate of Apollo the opportunity to participate in each Covered Sale by selling two shares of Registrable Securities for every three shares of Excess Common Shares or Excess Option Shares to be sold in such Covered Sale for the same consideration and otherwise on the same terms as the sale by Xxxxxx; provided, however, if the number of shares of Excess -------- ------- Common Stock held by the Oaktree Entities on the date hereof as set forth on Schedule 1 hereto, at least twenty (20) days prior to any subsequent Transfer Shares or Excess Option Shares exceeds by any Oaktree Entities amount (the "Selling Oaktree EntityOver 50% Amount") to any person or entity other than (a) partners of any Oaktree Entity pursuant to in-kind distributions (so long as no sale of such shares is then contemplated), (b) pursuant to a sale on a national securities exchange, an automated quotation system or over the counter system, or (c) an Affiliate of such Oaktree Entity if such Affiliate has first agreed in writing to be bound by the terms of this Agreement, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms of such Transfer and identifying the name and address of the potential Acquiror. Upon receipt of such Transfer Notice, each of Prudential and Gateway shall have the right, upon delivery of a written request to the Selling Oaktree Entity within twenty (20) days of the date the Transfer Notice is received by Prudential/Gateway, to cause to be sold to the potential Acquiror its Pro-Rata Portion 50% of the total number of shares of Common Stock which are proposed and Common Stock issuable upon exchange of Xxxxxx Options to be sold by all Persons (including, without limitation, Xxxxxx and Apollo) in such Covered Sale, then Xxxxxx shall afford Apollo and its Affiliates the Selling Oaktree Entity opportunity to further participate in such Covered Sale by selling one share of Registrable Securities for every one share of Excess Common Shares or Excess Option Shares which is included in the Transfer Notice Over-50% Amount. To participate in any Covered Sale, except as provided below, Apollo or its Affiliates must provide written notice to Xxxxxx, by facsimile or other- wise, no later than three (3) Business Days after the day Xxxxxx provides notice to Apollo and such Affiliate of such Covered Sale pursuant to this paragraph. Notwithstanding the foregoing requirement that Xxxxxx provide three (3) Business Days prior notice of any Covered Sale, Xxxxxx shall be required to give such notice of a Covered Sale pursuant to an unsolicited bid which is reasonable in the circumstances (an "Expedited Notice"), provided, that if such notice is given less than one Business Day before -------- the sale, then such notice shall be given to Apollo no more than one hour after receipt of such bid and not less than 30 minutes before the expiration of such bid. Apollo and its Affiliates shall give notice to Xxxxxx of their binding intention to participate in such sale a reasonable time after receipt of such Expedited Notice, provided that notice from Apollo and its Affiliates shall be deemed to be reasonable if given to Xxxxxx not later than the later of 30 minutes after receipt of such notice or 30 minutes prior to the expiration of the bid. If, for example, Xxxxxx receives an unsolicited bid at the same price and 1 p.m. which expires at 4 p.m. on the same day, he must give notice no later than 2 p.m. in order for such notice to be deemed reasonable. If he receives a bid at 1 p.m. which expires at 1:30 p.m., he must give immediate notice to Apollo if he intends to accept such bid, in order for such notice to be deemed reasonable. A bid shall be considered solicited only if it is responsive to an explicit request for a bid from Xxxxxx. A bid which is responsive to an explicit request of Xxxxxx shall nevertheless be deemed unsolicited if Xxxxxx provided Apollo notice of such request immediately after making such request and such bid is received no earlier than the day after such request and no later than seven days after such request. A notice under this paragraph shall be given by telephone or in person to the person or persons designated from time to time by Apollo, who shall initially be Xxxxxxx Xxxxx, Xxxx Xxxxxx or Xxxx Xxxxxx, or such other persons who may be designated in writing hereafter; provided that if Xxxxxx has used his best efforts to telephone Apollos' designees at the numbers provided to him for that purpose and has been unable to reach them, he will be deemed to have given the required notice if he has left messages for each of such persons and has sent a fax outlining the terms and conditions contained of the sale to the fax numbers provided by Apollo for such purpose. In addition, prior to the fifth anniversary of the issuance of the Preferred Stock, Apollo may at any time provide to Xxxxxx a notice (a "Sale Notice") in writing as to its intention to participate in any Covered Sale until the earlier of (i) 30 days from the date of such notice or (ii) receipt by Xxxxxx a written cancellation or amendment of such notice, for a price equal to or greater than the price specified in the Transfer Sale Notice delivered in connection with such proposed transaction, simultaneously with (and conditioned upon) the Transfer described in the Transfer Notice. The rights and obligations for a number of shares or a percentage of shares equal to that set forth in this Section 3 shall terminate concurrent such Sale Notice. In the event of a Covered Sale entered into by Xxxxxx during the period covered by such Sale Notice in a manner consistent with any termination of the agreements of Prudential/Gateway set forth in Section 5 resulting from an election to terminate the agreement of Prudential/Gateway set forth in Section 5 hereof permitted pursuant to the terms of Section 5 hereofthe Sale Notice, if Xxxxxx is unable to give actual notice of the Covered Sale because of his inability to speak to one of the persons designated by Apollo, he shall include the Apollo shares in such Covered Sale to the extent indicated in the Sale Notice.