Tag-Along Rights. (a) If the Majority
Shareholders intend Shareholder (or any Affiliate of the Majority Shareholder) intends to Transfer (as defined in Section 3 of this Agreement) any of its
outstanding shares of Common
2 Stock, the Company shall notify the Shareholder in writing of such
proposed Transfer and its terms and conditions, including (i) the number of shares of Common Stock to be Transferred (the "Offered
Shares''), Shares"), (ii) the price and terms, if any, for which the Majority
Shareholders... propose Shareholder proposes to Transfer the Offered Shares, and (iii) the name and address of the proposed purchaser or transferee and that such purchaser or transferee is committed to acquire the Offered Shares on the stated price and terms ("Offering Notice"). Within 5 ten (10) days after the date of such notice, the Offering Notice, the Shareholder shall notify the Company in writing (the "Co-Sale Notice") if the Shareholder elects to participate in such Transfer, and if so delivered, the Co-Sale Notice and the Shareholder's election to participate in such Transfer will be irrevocable. (b) Upon delivering a Co-Sale Notice, Notice within the 10-day period referred to in paragraph (a) above, the Shareholder shall have the right to sell, at the same price and on the same terms as the Majority Shareholders, Shareholder, a number of shares of Common Stock (the "Tag-Along Shares") equal to the total number of Offered Shares multiplied by a fraction, the numerator Shareholder's Pro Rata Share, provided that the Shareholder's liability for indemnification obligations with respect to such transaction shall be several, limited to the Shareholder's pro rata portion of which is the number total indemnification obligations with respect to such transaction, based on the relative proportion of shares of Common Stock owned by Shareholder (including rights the Tag-Along Shares to acquire shares) and the denominator of which is the total number of shares of Common Stock issued transferred or proposed to be transferred in such transaction, and outstanding (including any shares issuable by shall in no event exceed the Company upon exercise amount of options, warrants or other rights consideration otherwise payable to acquire shares of Common Stock, and shares of Common Stock issuable upon conversion of convertible securities). the Shareholder in such transaction. (c) Nothing contained in this Section shall in any way limit or restrict the Majority Shareholders' Shareholder's ability to amend, modify or terminate any agreement with a third party with respect to any Transfer of the Offered Shares, and the Majority Shareholders Shareholder shall have no liability to the Shareholder with respect to such amendment, modification or termination. (d) If no Co-Sale Notice is received during the 5-day 10-day period referred to in paragraph (a) above (or if the Co-Sale Notice does not cover all of the shares proposed to be Transferred), then the Majority Shareholders Shareholder shall have the right to Transfer the Offered Shares (or the remaining shares) on terms and conditions no more favorable than those stated in the Offering Notice. (e) The Shareholder shall pay its pro rata portion of the transaction expenses associated with any Transfer of the Tag-Along Shares, based on the relative proportion of the Tag-Along Shares to the total number of shares of Common Stock transferred or proposed to be transferred in such Transfer. transaction. (f) The provisions of this Section 2 will not apply to any sale of shares by the Majority Shareholders Shareholder in connection with the initial public offering of the Company's stock, subject so long as the Shareholder is entitled to any restrictions recommended by the underwriters participate in connection with the initial public offering. such offering pursuant to Section 7 hereof. The provisions of this Section 2 will not apply to any Transfer of shares Transfers by a the Majority Shareholder to any of its affiliates, Affiliates (as defined below), so long as the transferee affiliate Affiliate agrees to be bound by the terms of this Agreement.
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