Common use of Tagalong Clause in Contracts

Tagalong. Except as provided in Section 2.2 or 2.3 hereof, no Stockholder shall Transfer (in one or a series of transactions within any 24-month period) any Subject Securities representing more than ten percent (10%) of the Common Stock Equivalents held by such Stockholder on the date of execution of this Agreement by such stockholder, to a Third Party without complying with the terms and conditions set forth in this Section 2.4, as applicable; provided that this Section 2.4 shall not in any way limit or affect the restrictions of Section 2.1, and any Stockholder may be an Initiating Stockholder (as defined below) under this Section 2.4 only if such Transfer is permitted under Section 2.1: (a) Any Stockholder (the "Initiating Stockholder") desiring to Transfer such Subject Securities shall give not less than 10 days' prior written notice of such intended Transfer to each other Stockholder ("Participating Offerees") and to the Company. Such notice (the "Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Common Stock Equivalents proposed to be transferred (the "Participation Securities") by the Initiating Stockholder, the purchase price per share proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within 15 days following the delivery of the Participation Notice by the Initiating Stockholder to each Participating Offeree and to the Company, each Participating Offeree shall, by notice in writing to the Initiating Stockholder and to the Company, have the opportunity and right to sell to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Stockholder) up to that number of Subject Securities representing Common Stock Equivalents at the time held by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Common Stock Equivalents owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of Common Stock Equivalents owned as of the date of such Participation Notice by each Initiating Stockholder and by all Participating Offerees so electing to sell Subject Securities pursuant to this Section 2.4(a), multiplied by (ii) the number of Participation Securities. The amount of Participation Securities to be sold by any Initiating Stockholder shall be reduced to the extent necessary to provide for such sales of Subject Securities by Participating Offerees.

Tagalong. Except as provided in Section 2.2 or 2.3 hereof, no Stockholder No JWC Holder shall Transfer any shares of Subject Securities to a Third Party (other than a Permitted Transferee) in one or a series of related bona fide arm's-length transactions within any 24-month period) any Subject Securities representing more than ten percent (10%) of the Common Stock Equivalents held by such Stockholder on the date of execution of this Agreement by such stockholder, to a Third Party without complying with the terms and conditions set forth in this Section 2.42.3; provided, however, that the JWC Holders shall be permitted to Transfer up to 5%, in the aggregate, of the number of shares of Subject Securities held by the Original JWC Holders as applicableof the date of this Agreement without compliance with this Section 2.3; provided further, however, that this Section 2.4 2.3 shall not in any way limit or affect the restrictions restriction contained in the last sentence of Section 2.1, and any Stockholder may be an Initiating Stockholder (as defined below) under this Section 2.4 only if such Transfer is permitted under Section 2.1: 2.1(a). (a) Any Stockholder JWC Holder (the "Initiating StockholderINITIATING STOCKHOLDER") desiring to Transfer such shares of Subject Securities subject to the restriction in Section 2.3 shall give not less than 10 daysBusiness Days' prior written notice of such intended Transfer to each other Stockholder ("Participating OffereesPARTICIPATING OFFEREES") and to the Company. Such notice (the "Participation NoticePARTICIPATION NOTICE") shall set forth the general terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Common Stock Equivalents Subject Securities proposed to be transferred to the extent known (the "Participation SecuritiesPARTICIPATION SECURITIES") by the Initiating Stockholder, the purchase price per share to the extent known proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within 15 days 10 Business Days following the delivery of the Participation Notice by the Initiating Stockholder to each Participating Offeree and to the Company, each Participating Offeree shall, by notice in writing to the Initiating Stockholder and to the Company, have the opportunity and right to sell to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Stockholder). If the Halifax Holder is a Participating Offeree, the Halifax Holder shall have the opportunity and right to include in such proposed Transfer an amount of Subject Securities representing the same proportion (i.e., in relation to the aggregate amount at the time held by the Halifax Holders) of the Subject Securities being sold by the Initiating Stockholder (i.e., in relation to the aggregate amount at the time held by the JWC Holders). Other Participating Offerees shall have the opportunity and right to include in such proposed Transfer an amount of Subject Securities up to that number of Subject Securities representing Common Stock Equivalents Subject Securities at the time held by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Common Stock Equivalents Subject Securities owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of Common Stock Equivalents Subject Securities owned as of the date of such Participation Notice by each Initiating Stockholder and by all Participating Offerees so electing to sell Subject Securities pursuant to this Section 2.4(a2.3(a), multiplied by (ii) the number of Subject Securities proposed to be transferred. (b) At the closing of any proposed Transfer in respect of which a Participation Securities. The amount of Participation Notice has been delivered, the Initiating Stockholder, together with all Participating Offerees so electing to sell Subject Securities pursuant to Section 2.3(a) shall execute and deliver such documents or instruments reasonably requested by the proposed transferee and deliver to the proposed transferee certificates and/or other instruments representing the Subject Securities to be sold sold, free and clear of all Liens, together with stock or other appropriate powers duly endorsed therefor, and shall receive in exchange therefor the consideration to be paid or delivered by any Initiating Stockholder shall be reduced to the extent necessary to provide for proposed transferee in respect of such sales of Subject Securities by Participating Offereesas described in the Participation Notice. (c) The provisions of this Section 2.3 shall not apply to (i) any Transfer pursuant to a Public Offering or, following a Public Offering, pursuant to a Rule 144 Transaction or (ii) any Transfers pursuant to Section 2.4 hereof.

Tagalong. Except as provided in Section 2.2 or 2.3 hereof, no Stockholder No JWC Holder shall Transfer any shares of Subject Securities to a Third Party (other than a Permitted Transferee) in one or a series of related bona fide arm's-length transactions within any 24-month period) any Subject Securities representing more than ten percent (10%) of the Common Stock Equivalents held by such Stockholder on the date of execution of this Agreement by such stockholder, to a Third Party without complying with the terms and conditions set forth in this Section 2.42.3; provided, however, that the JWC Holders shall be permitted to Transfer up to 5%, in the aggregate, of the number of shares of Subject Securities held by the Original JWC Holders as applicableof the date of this Agreement without compliance with this Section 2.3; provided further, however, that this Section 2.4 2.3 shall not in any way limit or affect the restrictions restriction contained in the last sentence of Section 2.1, and any Stockholder may be an Initiating Stockholder (as defined below) under this Section 2.4 only if such Transfer is permitted under Section 2.1: 2.1(a). (a) Any Stockholder JWC Holder (the "Initiating Stockholder") desiring to Transfer such shares of Subject Securities subject to the restriction in Section 2.3 shall give not less than 10 daysBusiness Days' prior written notice of such intended Transfer to each other Stockholder ("Participating Offerees") and to the Company. Such notice (the "Participation Notice") shall set forth the general terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Common Stock Equivalents Subject Securities proposed to be transferred to the extent known (the "Participation Securities") by the Initiating Stockholder, the purchase price per share to the extent known proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within 15 days 10 Business Days following the delivery of the Participation Notice by the Initiating Stockholder to each Participating Offeree and to the Company, each Participating Offeree shall, by notice in writing to the Initiating Stockholder and to the Company, have the opportunity and right to sell to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Stockholder). If the Halifax Holder is a Participating Offeree, the Halifax Holder shall have the opportunity and right to include in such proposed Transfer an amount of Subject Securities representing the same proportion (i.e., in relation to the aggregate amount at the time held by the Halifax Holders) of the Subject Securities being sold by the Initiating Stockholder (i.e., in relation to the aggregate amount at the time held by the JWC Holders). Other Participating Offerees shall have the opportunity and right to include in such proposed Transfer an amount of Subject Securities up to that number of Subject Securities representing Common Stock Equivalents Subject Securities at the time held by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Common Stock Equivalents Subject Securities owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of Common Stock Equivalents Subject Securities owned as of the date of such Participation Notice by each Initiating Stockholder and by all Participating Offerees so electing to sell Subject Securities pursuant to this Section 2.4(a2.3(a), multiplied by (ii) the number of Subject Securities proposed to be transferred. (b) At the closing of any proposed Transfer in respect of which a Participation Securities. The amount of Participation Notice has been delivered, the Initiating Stockholder, together with all Participating Offerees so electing to sell Subject Securities pursuant to Section 2.3(a) shall execute and deliver such documents or instruments reasonably requested by the proposed transferee and deliver to the proposed transferee certificates and/or other instruments representing the Subject Securities to be sold sold, free and clear of all Liens, together with stock or other appropriate powers duly endorsed therefor, and shall receive in exchange therefor the consideration to be paid or delivered by any Initiating Stockholder shall be reduced to the extent necessary to provide for proposed transferee in respect of such sales of Subject Securities by Participating Offereesas described in the Participation Notice. (c) The provisions of this Section 2.3 shall not apply to (i) any Transfer pursuant to a Public Offering or, following a Public Offering, pursuant to a Rule 144 Transaction or (ii) any Transfers pursuant to Section 2.4 hereof.

Tagalong. Except as provided in Section 2.2 or 2.3 hereof, no No Stockholder shall Transfer (in one or a series of transactions within any 24-month period) any Subject Securities representing more than ten percent (10%) of the Common Stock Equivalents held by such Stockholder on the date of execution of this Agreement by such stockholder, to a Third Party without complying with the terms and conditions set forth in this Section 2.42.2, as applicable; , provided that this Section 2.4 shall not in any way limit or affect the restrictions of Section 2.1, and any Stockholder may be an Initiating Stockholder (as defined below) under this Section 2.4 2.2 only if such Transfer is permitted under Section 2.1: 2.1(a). (a) Any Stockholder (the "Initiating Stockholder") desiring to Transfer such Subject Securities shall give not less than 10 days' 15 days prior written notice of such intended Transfer to each other Stockholder ("Participating Offerees") and to the Company. Such notice (the "Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Common Stock Equivalents proposed to be transferred (the "Participation Securities") by the Initiating Stockholder, the purchase price per share proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within 15 10 days following the delivery of the Participation Notice by the Initiating Stockholder to each Participating Offeree and to the Company, each Participating Offeree shall, by notice in writing to the Initiating Stockholder and to the Company, have the opportunity and right to sell to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Stockholder) up to that number of Subject Securities representing Common Stock Equivalents at the time held by such Participating Offeree as shall equal that constitutes the product same percentage of (i) a fraction, the numerator of which is the aggregate number of Common Stock Equivalents owned by such Participating Offeree as of the date of such proposed Transfer as the number of Subject Securities representing Common Stock Equivalents to be sold in such proposed Transfer by the Initiating Stockholder (after giving effect to the provisions of this and the denominator following sentence) constitutes of which is the aggregate number of Common Stock Equivalents owned as of the date of such proposed Transfer by the Initiating Stockholder. As contemplated by the preceding sentence, the amount of Participation Notice Securities to be sold by each an Initiating Stockholder and the amount of Subject Securities to be sold by any Participating Offerees shall be adjusted to the extent necessary to provide for sales by the Initiating Stockholder and Participating Offerees of an aggregate number of Subject Securities (i) which is not greater than the number of Participation Securities originally proposed to be transferred by the Initiating Stockholder and (ii) such that the number of Subject Securities representing Common Stock Equivalents at the time held by each Participating Offeree to be sold in such proposed Transfer constitutes the same percentage of the aggregate number of Common Stock Equivalents owned by such Participating Offeree as of the date of such proposed Transfer as the number of Subject Securities representing Common Stock Equivalents to be sold in such proposed Transfer by the Initiating Stockholder (after giving effect to the provisions of this Section 2.2) constitutes of the aggregate number of Common Stock Equivalents owned as of the date of such proposed Transfer by the Initiating Stockholder. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Stockholder, together with all Participating Offerees so electing to sell Subject Securities pursuant to this Section 2.4(a)2.2 shall deliver to the proposed transferee certificates and/or other instruments representing the Subject Securities to be sold, multiplied free and clear of all liens and encumbrances, together with stock or other appropriate powers duly endorsed therefor, and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Subject Securities as described in the Participation Notice. (c) The provisions of this Section 2.2 shall not apply to (i) any Transfer pursuant to a Public Offering or, following the Public Float Date, pursuant to a Rule 144 Transaction or (ii) the number of Participation Securities. The amount of Participation Securities any Permitted Transfer or (iii) any Transfers pursuant to be sold by any Initiating Stockholder shall be reduced to the extent necessary to provide for such sales of Subject Securities by Participating OffereesSection 2.3 or 2.4 hereof.

Tagalong. Except as provided Notwithstanding anything to the contrary contained in Section 2.2 or 2.3 2.1 hereof, no Stockholder shall any Transfer (in one or a series of transactions within any 24-month period) any Subject Securities representing more than ten percent (10%) of which would not be permitted under Section 2.1 hereof may nonetheless be consummated if, but only if, the Common Stock Equivalents held by JWC Equity Partners Holder proposing to make such Stockholder on the date of execution of this Agreement by such stockholder, to a Third Party without complying transfer shall fully comply with the terms and conditions set forth in this Section 2.4Sections 2.2, as applicable; provided that this Section 2.4 shall not in any way limit or affect the restrictions of Section 2.1, and any Stockholder may be an Initiating Stockholder (as defined below) under this Section 2.4 only if such Transfer is permitted under Section 2.1: . (a) Any Stockholder one or more JWC Equity Partners Holder (the "Initiating Stockholder") desiring to Transfer such Subject Securities shall give not less than 10 days' 15 business days prior written notice of such intended Transfer to each other Stockholder ("Participating Offerees") Preferred Holder and to the CompanyCompany and the JWC Representative; provided that, in the event that the proposed Transfer includes an offer by the proposed transferee or its nominee to purchase all of the Preferred Shares at their Liquidation Value, such notice shall be given not less than 5 business days prior to such intended Transfer. Such notice (the "Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective proposed transferee, the number of Common Stock Equivalents Subject Securities proposed to be transferred (the "Participation Securities") Transferred by the Initiating Stockholder, the purchase price per share proposed to be paid therefor Stockholder and the payment terms and type of Transfer to be effectuatedeffectuated and shall include a copy of the agreement pursuant to which such proposed Transfer is intended to be effected. Within 15 10 days following the delivery of the Participation Notice by the Initiating Stockholder to each Participating Offeree and to the CompanyStockholder, each Participating Offeree Preferred Holder shall, by notice in writing to the Initiating Stockholder and to the Company, have the opportunity and right to sell to the purchasers proposed transferee in such proposed Transfer (for a purchase price equal to the Liquidation Value thereof, which purchase price shall be payable in cash or by bank, cashier's or certified check or by bank wire transfer, but otherwise upon the same terms and conditions as those received by the Initiating Stockholder) up to that number any portion or all of Subject Securities representing Common Stock Equivalents the Preferred Shares at the time held by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Common Stock Equivalents owned by such Participating Offeree Preferred Holder as of such Preferred Holder shall specify in such written notice to the date Initiating Stockholder and the Company. (b) Subject to the closing of such proposed Transfer and the denominator in respect of which is the aggregate number of Common Stock Equivalents owned as of the date of such a Participation Notice by has been delivered, each Initiating Stockholder and by all Participating Offerees Preferred Holder so electing to sell Subject Securities Preferred Shares pursuant to Section 2.2(a) hereof ("a "Participating Preferred Holder") shall execute and deliver to the proposed transferee at such closing (i) such agreements for the sale and purchase of such Preferred Shares and other agreements, instruments and certificates as the Initiating Stockholder shall execute and deliver in connection with such proposed Transfer (provided that no Participating Preferred Holder shall be required in connection with such proposed Transfer (A) to make any representations or warranties other than representations and warranties as to (I) such Participating Preferred Holder's ownership of his, her or its Preferred Shares to be Transferred free and clear of all liens, claims, and encumbrances, (II) such Participating Preferred Holder's power and authority to effect such transfer without violation of any agreements, instruments or laws, and (III) such matters pertaining to compliance with securities laws as the transferee may reasonably require, or (B) to agree to indemnify any Person with respect to any matter other than such Participating Preferred Holder's own representations, warranties and covenants) and (ii) certificates and/or other instruments representing the Preferred Shares to be sold by such Participating Preferred Holder, free and clear of all liens and encumbrances, together with stock or other appropriate powers duly executed therefor, and shall receive in exchange therefor at such closing the aggregate Liquidation Value thereof, which shall be payable in cash or by bank, cashier's or certified check or by bank wire transfer. (c) If the prospective transferee does not purchase any of the Preferred Shares of any Participating Preferred Holder required to be included in such proposed Transfer pursuant to this Section 2.4(a), multiplied by 2.2 (otherwise than due to (i) the failure of such Participating Preferred holder to comply with the provisions of Section 2.2(b) hereof or (ii) any other fault of such Participating Preferred Holder), then the number of Participation Securities. The amount of Participation Securities to be sold by any Initiating Stockholder shall be reduced to the extent necessary to provide for such sales not Transfer any of its Subject Securities by Participating Offereesin such proposed Transfer. (d) The provisions of this Section 2.2 hereof shall not apply to (i) any Permitted Transfer or (ii) any Transfer to which the restrictions on Transfer set forth in Section 2.1 hereof do not apply.

Tagalong. Except as provided in Section 2.2 or 2.3 hereof, no -------- Stockholder shall Transfer (in one or a series of transactions within any 24-24- month period) any Subject Securities representing more than ten percent (10%) of the Common Stock Equivalents held by such Stockholder on the date of execution of this Agreement by such stockholder, to a Third Party without complying with the terms and conditions set forth in this Section 2.4, as applicable; provided that this Section 2.4 shall not in any way limit or affect the -------- restrictions of Section 2.1, and any Stockholder may be an Initiating Stockholder (as defined below) under this Section 2.4 only if such Transfer is permitted under Section 2.1: : (a) Any Stockholder (the "Initiating Stockholder") desiring to Transfer such Subject Securities shall give not less than 10 days' prior written notice of such intended Transfer to each other Stockholder ("Participating Offerees") and to the Company. Such notice (the "Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Common Stock Equivalents proposed to be transferred (the "Participation Securities") by the Initiating Stockholder, the purchase price per share proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within 15 days following the delivery of the Participation Notice by the Initiating Stockholder to each Participating Offeree and to the Company, each Participating Offeree shall, by notice in writing to the Initiating Stockholder and to the Company, have the opportunity and right to sell to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Stockholder) up to that number of Subject Securities representing Common Stock Equivalents at the time held by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Common Stock Equivalents owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of Common Stock Equivalents owned as of the date of such Participation Notice by each Initiating Stockholder and by all Participating Offerees so electing to sell Subject Securities pursuant to this Section 2.4(a), multiplied by (ii) the number of Participation Securities. The amount of Participation Securities to be sold by any Initiating Stockholder shall be reduced to the extent necessary to provide for such sales of Subject Securities by Participating Offerees. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Stockholder, together with all Participating Offerees so electing to sell Subject Securities pursuant to this Section 2.4(a) shall deliver to the proposed transferee certificates and/or other in- struments representing the Subject Securities to be sold, free and clear of all liens and encumbrances, together with stock or other appropriate powers duly endorsed therefor, and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Subject Securities as described in the Participation Notice. (c) The provisions of this Section 2.4 shall not apply to (i) any Transfer pursuant to a Public Offering, (ii) following a Public Offering, pursuant to a Rule 144 Transaction or (iii) any Transfers pursuant to Section 2.5 hereof.

Tagalong. Except as provided in Section 2.2 or 2.3 hereof, no Stockholder No JWC Holder shall Transfer any shares of Subject Securities to a Third Party (other than a Permitted Transferee) in one or a series of related bona fide arm’s-length transactions within any 24-month period) any Subject Securities representing more than ten percent (10%) of the Common Stock Equivalents held by such Stockholder on the date of execution of this Agreement by such stockholder, to a Third Party without complying with the terms and conditions set forth in this Section 2.42.3; provided, however, that the JWC Holders shall be permitted to Transfer up to 5%, in the aggregate, of the number of shares of Subject Securities held by the Original JWC Holders as applicableof the date of this Agreement without compliance with this Section 2.3; provided further, however, that this Section 2.4 2.3 shall not in any way limit or affect the restrictions restriction contained in the last sentence of Section 2.1, and any Stockholder may be an Initiating Stockholder (as defined below) under this Section 2.4 only if such Transfer is permitted under Section 2.1: 2.1(a). (a) Any Stockholder JWC Holder (the "“Initiating Stockholder"”) desiring to Transfer such shares of Subject Securities subject to the restriction in Section 2.3 shall give not less than 10 days' Business Days’ prior written notice of such intended Transfer to each other Stockholder ("“Participating Offerees"”) and to the Company. Such notice (the "“Participation Notice"”) shall set forth the general terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Common Stock Equivalents Subject Securities proposed to be transferred to the extent known (the "“Participation Securities"”) by the Initiating Stockholder, the purchase price per share to the extent known proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within 15 days 10 Business Days following the delivery of the Participation Notice by the Initiating Stockholder to each Participating Offeree and to the Company, each Participating Offeree shall, by notice in writing to the Initiating Stockholder and to the Company, have the opportunity and right to sell to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Stockholder). If the Halifax Holder is a Participating Offeree, the Halifax Holder shall have the opportunity and right to include in such proposed Transfer an amount of Subject Securities representing the same proportion (i.e., in relation to the aggregate amount at the time held by the Halifax Holders) of the Subject Securities being sold by the Initiating Stockholder (i.e., in relation to the aggregate amount at the time held by the JWC Holders). Other Participating Offerees shall have the opportunity and right to include in such proposed Transfer an amount of Subject Securities up to that number of Subject Securities representing Common Stock Equivalents Subject Securities at the time held by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Common Stock Equivalents Subject Securities owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of Common Stock Equivalents Subject Securities owned as of the date of such Participation Notice by each Initiating Stockholder and by all Participating Offerees so electing to sell Subject Securities pursuant to this Section 2.4(a2.3(a), multiplied by (ii) the number of Subject Securities proposed to be transferred. (b) At the closing of any proposed Transfer in respect of which a Participation Securities. The amount of Participation Notice has been delivered, the Initiating Stockholder, together with all Participating Offerees so electing to sell Subject Securities pursuant to Section 2.3(a) shall execute and deliver such documents or instruments reasonably requested by the proposed transferee and deliver to the proposed transferee certificates and/or other instruments representing the Subject Securities to be sold sold, free and clear of all Liens, together with stock or other appropriate powers duly endorsed therefor, and shall receive in exchange therefor the consideration to be paid or delivered by any Initiating Stockholder shall be reduced to the extent necessary to provide for proposed transferee in respect of such sales of Subject Securities by Participating Offereesas described in the Participation Notice. (c) The provisions of this Section 2.3 shall not apply to (i) any Transfer pursuant to a Public Offering or, following a Public Offering, pursuant to a Rule 144 Transaction or (ii) any Transfers pursuant to Section 2.4 hereof.

Tagalong. Except as provided 14.1 After going through the pre-emption procedure set out in Section 2.2 or 2.3 hereofClause 11, no Stockholder the provisions of this Clause 14 shall apply if a Shareholder proposes to transfer all of its Shares (“a Proposed Transfer”) to a bona fide arm’s length purchaser (“a Proposed Buyer”). • 14.2 Before making a Proposed Transfer, the selling Shareholder shall procure that the Proposed Buyer makes an offer (“,an Offer”) to the other Shareholder to purchase all of the Shares held by the other Shareholder for a consideration in cash per Share that is at least equal to the highest price per Share offered by the Proposed Buyer in the Proposed Transfer (in one or “the Specified Price”) such that if a series Proposed Buyer proceeds with a Proposed Transfer, and the other Shareholder wishes to participate with the Proposed Transfer, the other Shareholder must sell all of transactions within any 24-month period) any Subject Securities representing more than its Shares and the Proposed Buyer will ultimately own all of the Shares. 14.3 The Offer shall be given by written notice (“an Offer Notice”), at least ten percent (10%) Business Days (“the Offer Period”) before the proposed sale date (“the Sale Date”). To the extent not described in any accompanying documents, the Offer Notice shall set out: 14.3.1 the identity of the Common Stock Equivalents held by such Stockholder on Proposed Bxxxx; 14.3.2 the date of execution of this Agreement by such stockholder, to a Third Party without complying with the terms purchase price and conditions set forth in this Section 2.4, as applicable; provided that this Section 2.4 shall not in any way limit or affect the restrictions of Section 2.1, and any Stockholder may be an Initiating Stockholder (as defined below) under this Section 2.4 only if such Transfer is permitted under Section 2.1: (a) Any Stockholder (the "Initiating Stockholder") desiring to Transfer such Subject Securities shall give not less than 10 days' prior written notice of such intended Transfer to each other Stockholder ("Participating Offerees") and to the Company. Such notice (the "Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including payment; 14.3.3 the name of the prospective transferee, Sale Date; and 14.3.4 the number of Common Stock Equivalents Sxxxxx proposed to be transferred (the "Participation Securities") purchased by the Initiating StockholderProposed Buyer (“the Offer Shares”). 14.4 If the Proposed Buyer fails to make the Offer to all holders of Shares in accordance with Clause 14.2 and 14.3, the purchase price per share proposed selling Shareholder shall not be entitled to be paid therefor and complete the payment terms and type of Transfer to be effectuated. Within 15 days following the delivery of the Participation Notice by the Initiating Stockholder to each Participating Offeree and to the Company, each Participating Offeree shall, by notice in writing to the Initiating Stockholder and to the Company, have the opportunity and right to sell to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Stockholder) up to that number of Subject Securities representing Common Stock Equivalents at the time held by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Common Stock Equivalents owned by such Participating Offeree as of the date of such proposed Proposed Transfer and the denominator Company shall not register any transfer of which Shares effected in accordance with the Proposed Transfer. 14.5 If the Offer is accepted by the aggregate number of Common Stock Equivalents owned as other Shareholder (“the Accepting Shareholder”) within the Offer Period, the completion of the date of such Participation Notice by each Initiating Stockholder and by all Participating Offerees so electing to sell Subject Securities pursuant to this Section 2.4(a), multiplied by (ii) the number of Participation Securities. The amount of Participation Securities to be sold by any Initiating Stockholder Proposed Transfer shall be reduced conditional on completion of the purchase of all the Offer Shares held by the Accepting Shareholder. 14.6 The Proposed Transfer is subject to the extent necessary pre-emption provisions of Clause 11, but the purchase of Offer Shares from the Accepting Shareholder shall not be subject to provide for such sales of Subject Securities by Participating Offereesthose provisions.

Tagalong. Except as provided in Section 2.2 or 2.3 hereof, no Stockholder shall Transfer (in one or a series of transactions within any 24-month period) any Subject Securities representing more than ten percent (10%) of the Common Stock Equivalents held by such Stockholder on the date of execution of this Agreement by such stockholder, to a Third Party without complying with the terms and conditions set forth in this Section 2.4, as applicable; provided that this Section 2.4 shall not in any way limit or affect the restrictions of Section 2.1, and any Stockholder may be an Initiating Stockholder (as defined below) under this Section 2.4 only if such Transfer is permitted under Section 2.1: : (a) Any Stockholder (the "Initiating Stockholder") desiring to Transfer such Subject Securities shall give not less than 10 days' prior written notice of such intended Transfer to each other Stockholder ("Participating Offerees") and to the Company. Such notice (the "Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Common Stock Equivalents proposed to be transferred (the "Participation Securities") by the Initiating Stockholder, the purchase price per share proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within 15 days following the delivery of the Participation Notice by the Initiating Stockholder to each Participating Offeree and to the Company, each Participating Offeree shall, by notice in writing to the Initiating Stockholder and to the Company, have the opportunity and right to sell to the purchasers in such proposed Transfer (upon the same terms and conditions condi- tions as the Initiating Stockholder) up to that number of Subject Securities representing Common Stock Equivalents at the time held by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Common Stock Equivalents owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of Common Stock Equivalents owned as of the date of such Participation Notice by each Initiating Stockholder and by all Participating Offerees so electing to sell Subject Securities pursuant to this Section 2.4(a), multiplied by (ii) the number of Participation Securities. The amount of Participation Securities to be sold by any Initiating Stockholder shall be reduced to the extent necessary to provide for such sales of Subject Securities by Participating Offerees. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Stockholder, together with all Participating Offerees so electing to sell Subject Securities pursuant to this Section 2.4(a) shall deliver to the proposed transferee certificates and/or other instruments representing the Subject Securities to be sold, free and clear of all liens and encumbrances, together with stock or other appropriate powers duly endorsed therefor, and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Subject Securities as described in the Participation Notice. (c) The provisions of this Section 2.4 shall not apply to (i) any Transfer pursuant to a Public Offering, (ii) following a Public Offering, pursuant to a Rule 144 Transaction or (iii) any Transfers pursuant to Section 2.5 hereof.

Tagalong. Except No JWC Holder (unless such JWC Holder shall be participating in a Transfer as provided a Participating Offeree under and in accordance with the provisions of this Section 2.2 or 2.3 hereof, no Stockholder 2.2) shall Transfer (in one or a series of transactions within any 24-month period) any Subject Securities representing more than ten percent (10%) of the Common Stock Equivalents held by such Stockholder on the date of execution of this Agreement by such stockholder, to a Third Party without complying with the terms and conditions set forth in this Section 2.42.2, as applicable; provided that this Section 2.4 shall not in any way limit or affect the restrictions of Section 2.1, and any Stockholder may be an Initiating Stockholder (as defined below) under this Section 2.4 only if such Transfer is permitted under Section 2.1: . (a) Any Stockholder JWC Holder (the "Initiating Stockholder") desiring to Transfer such Subject Securities shall give not less than 10 days' 15 days prior written notice of such intended Transfer to each other Stockholder ("Participating Offerees") and to the Company. Such notice (the "Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Common Stock Equivalents proposed to be transferred (the "Participation Securities") by the Initiating Stockholder, the purchase price per share proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within 15 10 days following the delivery of the Participation Notice by the Initiating Stockholder to each Participating Offeree and to the Company, each Participating Offeree shall, by notice in writing to the Initiating Stockholder and to the Company, have the opportunity and right to sell to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Stockholder) up to that number of Subject Securities representing Common Stock Equivalents at the time held by such Participating Offeree as shall equal that constitutes the product same percentage of (i) a fraction, the numerator of which is the aggregate number of Common Stock Equivalents owned by such Participating Offeree as of the date of such proposed Transfer as the number of Subject Securities representing Common Stock Equivalents to be sold in such proposed Transfer by the Initiating Stockholder (after giving effect to the provisions of this and the denominator following sentence) constitutes of which is the aggregate number of Common Stock Equivalents owned as of the date of such proposed Transfer by the Initiating Stockholder. As contemplated by the preceding sentence, the amount of Participation Notice Securities to be sold by each an Initiating Stockholder and the amount of Subject Securities to be sold by any Participating Offerees shall be adjusted to the extent necessary to provide for sales by the Initiating Stockholder and Participating Offerees of an aggregate number of Subject Securities (i) which is not greater than the number of Participation Securities originally proposed to be transferred by the Initiating Stockholder and (ii) such that the number of Subject Securities representing Common Stock Equivalents at the time held by each Participating Offeree to be sold in such proposed Transfer constitutes the same percentage of the aggregate number of Common Stock Equivalents owned by such Participating Offeree as of the date of such proposed Transfer as the number of Subject Securities representing Common Stock Equivalents to be sold in such proposed Transfer by the Initiating Stockholder (after giving effect to the provisions of this Section 2.2) constitutes of the aggregate number of Common Stock Equivalents owned as of the date of such proposed Transfer by the Initiating Stockholder. For example: if (i) an Initiating Stockholder gives a Participation Notice with respect to the proposed Transfer of 200 Common Stock Equivalents by the Initiating Stockholder, (ii) the Initiating Stockholder at the time of such proposed Transfer owns 500 Common Stock Equivalents, (iii) Stockholder A elects to participate in such proposed Transfer and at the time thereof owns 200 Common Stock Equivalents, and (iv) Stockholder C elects to participate in such proposed Transfer and at the time thereof owns 100 Common Stock Equivalents, then the aggregate number of Common Stock Equivalents to be sold would remain at 200 Common Stock Equivalents, of which the Initiating Stockholder would be entitled to sell 125 Common Stock Equivalents (25% of the 500 total Common Stock Equivalents owned by the Initiating Stockholder), Stockholder A would be entitled to sell 50 Common Stock Equivalents (25% of the 200 total Common Stock Equivalents owned by Stockholder A) and Stockholder B would be entitled to sell 25 Common Stock Equivalents (25% of the 100 total Common Stock Equivalents owned by Stockholder B). (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Stockholder, together with all Participating Offerees so electing to sell Subject Securities pursuant to this Section 2.4(a)2.2 shall deliver to the proposed transferee certificates and/or other instruments representing the Subject Securities to be sold, multiplied free and clear of all liens and encumbrances, together with stock or other appropriate powers duly endorsed therefor, and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Subject Securities as described in the Participation Notice. If the prospective transferee does not purchase any of the Subject Securities of any Participating Offeree required to be included in such proposed Transfer pursuant to this Section 2.2 (otherwise than due to (i) the failure of such Participating Offeree to comply with the provisions of the first sentence of this Section 2.2(b) or (ii) any other fault of such Participating Offeree), then the number of Participation Securities. The amount of Participation Securities to be sold by any Initiating Stockholder shall be reduced to the extent necessary to provide for such sales not Transfer any of its Subject Securities by Participating Offereesin such proposed Transfer. (c) The provisions of this Section 2.2 shall not apply to (i) any Transfer pursuant to a Public Offering or, following the Public Float Date, pursuant to a Rule 144 Transaction or (ii) any Permitted Transfer or (iii) any Transfers pursuant to Section 2.3 or 2.4 hereof.