Common use of Exercise of Tag-Along Right Clause in Contracts

Exercise of Tag-Along Right. The Tag-Along Participants may, subject to the limitations set forth in this Section 1(c), in the aggregate Transfer to the proposed Transferee identified in the Transfer Notice up to a percentage (the “Tag-Along Percentage”) of the Tag-Along Participants’ aggregate beneficial ownership of Equity Securities equal to the percentage of the Equity Securities beneficially owned by the Transferring Stockholder represented by the number of Tag-Along Securities set forth in the Transfer Notice by giving written notice (the “Tag-Along Acceptance Notice”) to the Transferring Stockholder within fifteen (15) Business Days after receipt of the Transfer Notice, stating that such Tag-Along Participant elects to exercise its tag-along right under this Section 1 and stating the maximum number of Equity Securities sought to be Transferred by such Tag-Along Participant; provided that, in the event the Tag-Along Participants in the aggregate seek to sell more Equity Securities than are permitted by this Section 1(c), then the amount to be sold shall be allocated among the Tag-Along Participants on a pro rata basis based upon the number of Equity Securities beneficially owned by each or in such other manner as may be mutually agreed by the participating Tag-Along Participants. Each Tag-Along Participant shall be deemed to have waived its tag-along right hereunder if it fails to give the Tag-Along Acceptance Notice within the prescribed time period. The proposed Transferee of Tag-Along Securities will not be obligated to purchase a number of Equity Securities exceeding that set forth in the Transfer Notice and, in the event such Transferee elects to purchase less than all of the additional Equity Securities sought to be Transferred by the Tag-Along Participants, the number of Equity Securities to be Transferred by the Transferring Stockholder shall be reduced to the Transferring Stockholder’s Pro Rata Portion and the number of Equity Securities to be Transferred by the Tag-Along Participants in the aggregate shall be reduced to the Tag-Along Participants’ aggregate Pro Rata Portion.

Exercise of Tag-Along Right. The Tag-Along Participants may, subject to the limitations set forth in this Section 1(c3.3(c), in the aggregate Transfer to the proposed Transferee identified in the Transfer Notice up to a percentage (the “Tag-Along Percentage”) of the Tag-Along Participants’ aggregate beneficial ownership of Equity Securities equal to the percentage of the Equity Securities beneficially owned by the Transferring Stockholder represented by the number of Tag-Along Securities set forth in the Transfer Notice by giving written notice (the “Tag-Along Acceptance Notice”) to the Transferring Stockholder and the Company (who shall forward such notice to the other Tag-Along Participants within two (2) Business Days of the Company’s receipt of such notice) within fifteen (15) Business Days after receipt of the Transfer Notice, stating that such Tag-Along Participant elects to exercise its tag-along right under this Section 1 3.3 and stating the maximum number of Equity Securities sought to be Transferred by such Tag-Along Participant; provided that, that in the event the Tag-Along Participants in the aggregate seek to sell more Equity Securities than are permitted by this Section 1(c), 3.3(c) then the amount to be sold shall be allocated among the Tag-Along Participants on a pro rata basis based upon the number of Equity Securities beneficially owned by each or in such other manner as may be mutually agreed by the participating Tag-Along Participants. Each Tag-Along Participant shall be deemed to have waived its tag-along right hereunder if it fails to give the Tag-Along Acceptance Notice within the prescribed time period. The proposed Transferee of Tag-Along Securities will not be obligated to purchase a number of Equity Securities exceeding that set forth in the Transfer Notice andNotice, and in the event such Transferee elects to purchase less than all of the additional Equity Securities sought to be Transferred by the Tag-Along Participants, the number of Equity Securities to be Transferred by the Transferring Stockholder shall be reduced to the Transferring Stockholder’s Pro Rata Portion and the number of Equity Securities to be Transferred by the Tag-Along Participants in the aggregate shall be reduced to the Tag-Along Participants’ aggregate Pro Rata Portion.

Exercise of Tag-Along Right. The Notwithstanding anything to the contrary in this Agreement, the Investor is entitle to participate in the Tag-Along Participants may, subject Sale and sell with a Founder Party pro rata pursuant to the limitations set forth in this Section 1(c6.1(a), in as specifically described below. If any Founder Party or any Affiliate of such Founder Party (a “Transferring Founder Party”) intends to Transfer all or a portion of his or its Equity Securities of the aggregate Company to a third party purchaser other than a Transfer to the proposed Transferee identified in the Transfer Notice up to a percentage Mx. Xx’x Immediate Family Members (the “Tag-Along PercentageSale”), at least thirty (30) days prior to the completion of the Tag Along Sale, Mx. Xx shall deliver a written notice (the “Sale Notice”) to the Company and to the Investor, specifying in reasonable details the number of Equity Securities to be Transferred in the contemplated Tag-Along Participants’ aggregate beneficial ownership of Equity Securities equal to the percentage of the Equity Securities beneficially owned by the Transferring Stockholder represented by the number of Tag-Along Securities set forth in the Transfer Notice by giving written notice Sale (the “Tag-Along Sale Amount”), the price and other terms and conditions of Tag-Along Sale. The Investor shall have the right, by notifying Mx. Xx in writing (the “Acceptance Notice”) to the Transferring Stockholder within fifteen (15) Business Days after receipt of the Transfer Sale Notice, stating that such to sell a number of the Purchase Shares which the Investor still holds up to the product (the “Investor Tag-Along Participant elects to exercise its tag-along right under this Section 1 and stating the maximum number Amount”) of Equity Securities sought to be Transferred by such Tag-Along Participant; provided that, in the event (i) the Tag-Along Participants Sale Amount multiplied by (ii) the quotient determined by dividing the number of Purchased Shares still held by the Investor as of the date of the Sale Notice by the aggregate number of Shares owned by the Transferring Founder Party as of the date of the Sale Notice. The Founder Parties shall ensure that the Transferring Founder Party may not Transfer any of Tag-Along Sale Amount to the third party purchaser unless and until such third party purchaser simultaneously purchases from the Investor the Investor Tag-Along Amount at the same per Share price and upon the same terms as set forth in the aggregate seek Sale Notice, provided, however, the Investor shall only be required to sell more Equity Securities than are permitted by this Section 1(c)bear their proportionate share of any expenses, then escrows, holdbacks or adjustments in respect of the amount purchase price or indemnification obligations; provided, further, that the Investor shall not be obligated to be sold shall be allocated among agree to any noncompetition, non-solicitation or similar restrictive covenants in order to participate in the Tag-Along Participants on a pro rata basis based upon the number of Equity Securities beneficially owned by each or in such other manner as may be mutually agreed by the participating Tag-Along Participants. Each Tag-Along Participant shall be deemed to have waived its tag-along right hereunder if it fails to give the Tag-Along Acceptance Notice within the prescribed time period. The proposed Transferee of Tag-Along Securities will not be obligated to purchase a number of Equity Securities exceeding that set forth in the Transfer Notice and, in the event such Transferee elects to purchase less than all of the additional Equity Securities sought to be Transferred by the Tag-Along Participants, the number of Equity Securities to be Transferred by the Transferring Stockholder shall be reduced to the Transferring Stockholder’s Pro Rata Portion and the number of Equity Securities to be Transferred by the Tag-Along Participants in the aggregate shall be reduced to the Tag-Along Participants’ aggregate Pro Rata PortionSale.

Exercise of Tag-Along Right. The (i) Upon receipt of the Sale Notice, each Tag-Along Participants may, subject Shareholder shall have until the end of the tenth business day following such receipt to the limitations set forth elect to participate in this Section 1(c), in the aggregate Transfer to the proposed Transferee identified in the Transfer Notice up to a percentage (the “Tag-Along Percentage”) of the Tag-Along Participants’ aggregate beneficial ownership of Equity Securities equal to the percentage of the Equity Securities beneficially owned Sale by the Transferring Stockholder represented by the number of Tag-Along Securities set forth in the Transfer Notice by giving delivering a written notice (the a “Tag-Along Acceptance Tag‑Along Notice”) to the Transferring Stockholder within fifteen (15Selling Shareholder(s) Business Days after receipt of and the Transfer Notice, Company stating that it offers to sell Shares on the terms specified in the Sale Notice and specifying the number of Shares offered to be sold by it. Any such Tag-Along Participant elects Notice so delivered shall be irrevocable and, to exercise its tag-along right under this Section 1 the extent such offer is accepted, shall be binding and stating shall obligate the maximum number of Equity Securities sought applicable Tag‑Along Shareholder to be Transferred by such Tag-Along Participant; provided that, sell in the event the Tag-Along Participants Sale on the terms and conditions set forth in the aggregate seek to sell more Equity Securities than are permitted by Sale Notice and in accordance with this Section 1(c), then the amount to be sold shall be allocated among the Tag-Along Participants on a pro rata basis based upon the number of Equity Securities beneficially owned by each or in such other manner as may be mutually agreed by the participating Tag-Along Participants3.03. Each Tag-Along Participant Shareholder shall be deemed have the right to have waived sell in a Tag-Along Sale all (but not only some) of its tagShares. (ii) The Selling Shareholder(s) shall use its commercially reasonable efforts to obtain the agreement of the Proposed Transferee to the participation of each Tag-along right hereunder if it fails Along Shareholder in any contemplated Transfer and to give include in the proposed sale to the Proposed Transferee all of the Shares that the Tag-Along Acceptance Notice within Shareholders have requested to have included pursuant to the prescribed time period. The proposed Transferee of applicable Tag-Along Securities will not be obligated to purchase a number of Equity Securities exceeding that set forth in the Transfer Notice and, in Notices. In the event such the Proposed Transferee elects to purchase less than all of the additional Equity Securities Shares sought to be Transferred by the Tag-Along Participants, Shareholders then the number Selling Shareholder(s) shall not sell any of Equity Securities to be Transferred by the Transferring Stockholder shall be reduced its Shares to the Transferring Stockholder’s Pro Rata Portion Proposed Transferee and the number of Equity Securities to be Transferred by neither shall the Tag-Along Participants in the aggregate shall be reduced to the Shareholders. (iii) Each Tag-Along Participants’ aggregate Pro Rata PortionShareholder who does not deliver a Tag-Along Notice in compliance with clause (i) above shall be deemed to have waived all of such Tag‑Along Shareholder’s rights to participate in such Tag-Along Sale, and the Selling Shareholder(s) shall (subject to the rights of any other Tag-Along Shareholder which have been validly exercised) thereafter be free to Transfer to the Proposed Transferee its Shares at a per Share price that is no greater than the per Share price set forth in the Sale Notice and on other terms and conditions which are not materially more favorable to the Selling Shareholder(s), in the aggregate, than those set forth in the Sale Notice.

Exercise of Tag-Along Right. The (i) Each Tag-Along Participants may, subject along Stockholder may exercise its right to participate in the Tag-along Sale on the terms described in the Tag-along Notice by delivering to the limitations set forth in this Section 1(c), in the aggregate Transfer to the proposed Transferee identified in the Transfer Notice up to Selling Stockholder a percentage written notice (the a “Tag-Along Percentage”) of the Tag-Along Participants’ aggregate beneficial ownership of Equity Securities equal to the percentage of the Equity Securities beneficially owned by the Transferring Stockholder represented by the number of Tag-Along Securities set forth in the Transfer Notice by giving written notice (the “Tag-Along Acceptance along Exercise Notice”) stating its election to the Transferring Stockholder within fifteen (15) do so no later than five Business Days after receipt of the Tag-along Notice (the “Tag-along Exercise Period”). The election of each Tag-along Stockholder set forth in a Tag-along Exercise Notice shall be irrevocable, and, to the extent the offer in the Tag-along Notice is accepted, such Tag- along Stockholder shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 3.4. If one or more Tag-along Stockholders elects pursuant to a Tag-along Exercise Notice and this Section 3.4(d)(i) to participate in the Tag-along Sale, the number of Tag-along Stock that the Selling Stockholder may sell in the Tag-along Sale shall be correspondingly reduced in accordance with Section 3.4(d)(ii). (ii) Each Tag-along Stockholder timely electing to participate in the Tag-along Sale pursuant to Section 3.4(d)(i) shall have the right to Transfer in the Tag-along Sale the number of Shares (or applicable Stock Equivalents) equal to the product of (A) the aggregate number of Tag-along Stock the Selling Stockholder proposes to Transfer as set out in the Tag-along Notice, stating that multiplied by and (B) such Tag-Along Participant elects to exercise its tagStockholder’s Tag-along right under this Section 1 and stating the maximum number of Equity Securities sought to be Transferred by such Pro Rata Portion. Any Tag-Along Participant; provided that, along Stockholder may elect to sell in the event the Tag-Along Participants along Sale less than the number of Shares (or Stock Equivalents) calculated pursuant to this Section 3.4(d)(ii), in which case the aggregate seek Selling Stockholder shall have the right to sell more Equity Securities than are permitted by this Section 1(c), then the amount applicable Shares of Tag-along Stock not elected to be sold shall be allocated among the by a Tag-Along Participants on a pro rata basis based upon the number of Equity Securities beneficially owned by each or in such other manner as may be mutually agreed by the participating Tag-Along Participants. Each Tag-Along Participant shall be deemed to have waived its tag-along right hereunder if it fails to give the Tag-Along Acceptance Notice within the prescribed time period. The proposed Transferee of Tag-Along Securities will not be obligated to purchase a number of Equity Securities exceeding that set forth in the Transfer Notice and, in the event such Transferee elects to purchase less than all of the additional Equity Securities sought to be Transferred by the Tag-Along Participants, the number of Equity Securities to be Transferred by the Transferring Stockholder shall be reduced to the Transferring Stockholder’s Pro Rata Portion and the number of Equity Securities to be Transferred by the Tag-Along Participants in the aggregate shall be reduced to the Tag-Along Participants’ aggregate Pro Rata Portion.

Exercise of Tag-Along Right. The Upon receipt of a Notice of Sale, Pequot and its Affiliates shall have the right to elect to participate in the Tag-Along Participants may, subject Sale by selling such number of Shares held by Pequot equal to the limitations set forth in this Section 1(c)product of (a) a fraction, in the aggregate Transfer to numerator of which is the proposed Transferee identified in number of Offered Shares and the Transfer Notice up to a percentage denominator of which is the total number of Shares then held by FACO and its Affiliates and (b) the total number of Shares then held by Pequot and its Affiliates (such Shares, “Tag-Along PercentageShares”) ), at a price per share equal to the Offer Price, as part of the sale of the Offered Shares, and otherwise subject to the same material terms and conditions as described in the Notice of Sale (a “Tag-Along Participants’ aggregate beneficial ownership Right”); provided, however, if FACO or any of Equity Securities equal its Affiliates has sold any Shares to the percentage Third Party within twelve (12) months of the Equity Securities beneficially owned by date of the Transferring Stockholder represented by Notice of Sale or such sale is otherwise part of a series of related transactions, then, at Pequot’s written request as part of the notice referred to in the immediately following sentence, the number of Tag-Along Securities set forth Shares shall be calculated by treating such all such sales to which Pequot had not been granted a Tag-Along Right as a single transaction and the Offer Price shall be equal to the weighted average price per share in all such transactions. A Tag-Along Right shall be exercisable by the Transfer Notice delivery by giving Pequot of written notice to FACO during the 30-day period (the “Exercise Period”) commencing on the date on which FACO shall have delivered the Notice of Sale to Pequot. If Pequot exercises its Tag-Along Acceptance Notice”) Right with respect to any Tag-Along Sale, then no later than the Transferring Stockholder within fifteen (15) Business Days after receipt of the Transfer Notice, stating that closing date for such Tag-Along Participant elects to exercise its tag-along right under this Section 1 and stating Sale (which shall be no later than the maximum number of Equity Securities sought to be Transferred by date for such Tag-Along Participant; provided that, closing contemplated in the event Notice of Sale), Pequot shall deliver to FACO or its designee any and all certificates representing the Tag-Along Participants Shares, duly endorsed in blank or accompanied by written instruments of transfer duly executed by Pequot in blank, and otherwise subject to the material terms and conditions specified in the aggregate seek Notice of Sale, against payment of the Offer Price for each Tag-Along Share to sell more Equity Securities than are permitted Pequot by this Section 1(c)FACO or the Third Party purchasing the Offered Shares. For the avoidance of doubt, then FACO shall not Transfer to such Third Party any Offered Shares unless simultaneously with such Transfer, FACO or the amount to be sold shall be allocated among Third Party purchases from Pequot all of the Tag-Along Participants on a pro rata basis based upon Shares required to be purchased pursuant to this Section 3.3 at the number of Equity Securities beneficially owned by each or in such other manner Offer Price, and otherwise subject to the same material terms and conditions as may be mutually agreed by the participating proposed Tag-Along Participants. Each Tag-Along Participant shall be deemed to have waived its tag-along right hereunder if it fails to give the Tag-Along Acceptance Notice within the prescribed time period. The proposed Transferee of Tag-Along Securities will not be obligated to purchase a number of Equity Securities exceeding that set forth Sale described in the Transfer Notice and, in the event such Transferee elects to purchase less than all of the additional Equity Securities sought to be Transferred by the Tag-Along Participants, the number of Equity Securities to be Transferred by the Transferring Stockholder shall be reduced to the Transferring Stockholder’s Pro Rata Portion and the number of Equity Securities to be Transferred by the Tag-Along Participants in the aggregate shall be reduced to the Tag-Along Participants’ aggregate Pro Rata PortionSale.

Exercise of Tag-Along Right. The (i) Each Tag-Along Participants may, subject along Stockholder may exercise its right to participate in the Tag-along Sale on the terms described in the Tag-along Notice by delivering to the limitations set forth in this Section 1(c), in the aggregate Transfer to the proposed Transferee identified in the Transfer Notice up to Selling Stockholder a percentage written notice (the a “Tag-Along Percentage”) of the Tag-Along Participants’ aggregate beneficial ownership of Equity Securities equal to the percentage of the Equity Securities beneficially owned by the Transferring Stockholder represented by the number of Tag-Along Securities set forth in the Transfer Notice by giving written notice (the “Tag-Along Acceptance along Exercise Notice”) stating its election to the Transferring Stockholder within fifteen (15) do so no later than 10 Business Days after receipt of the Transfer NoticeTag-along Notice (the “Tag-along Exercise Period”). The election of each Tag-along Stockholder set forth in a Tag-along Exercise Notice shall be irrevocable, stating that and, to the extent the offer in the Tag-along Notice is accepted, such Tag-Along Participant elects along Stockholder shall be bound and obligated to exercise its tagconsummate the Transfer on the terms and conditions set forth in this Section 5.02. If one or more Tag-along right under Stockholders elects pursuant to a Tag-along Exercise Notice and this Section 1 and stating the maximum number of Equity Securities sought 5.02(c)(i) to be Transferred by such Tag-Along Participant; provided that, participate in the event the Tag-Along Participants in the aggregate seek to sell more Equity Securities than are permitted by this Section 1(c), then the amount to be sold shall be allocated among the Tag-Along Participants on a pro rata basis based upon the number of Equity Securities beneficially owned by each or in such other manner as may be mutually agreed by the participating Tag-Along Participants. Each Tag-Along Participant shall be deemed to have waived its tag-along right hereunder if it fails to give the Tag-Along Acceptance Notice within the prescribed time period. The proposed Transferee of Tag-Along Securities will not be obligated to purchase a number of Equity Securities exceeding that set forth in the Transfer Notice and, in the event such Transferee elects to purchase less than all of the additional Equity Securities sought to be Transferred by the Tag-Along ParticipantsSale, the number of Equity Securities to be Transferred by Shares of Tag-along Stock that the Transferring Selling Stockholder may sell in the Tag-along Sale shall be correspondingly reduced in accordance with Section 5.02(c)(ii). (ii) The Selling Stockholder and each Tag-along Stockholder timely electing to participate in the Transferring Tag-along Sale pursuant to Section 5.02(c)(i) shall have the right to Transfer in the Tag-along Sale the number of Shares of Tag-along Stock set out in the applicable Tag-along Notice multiplied by such Stockholder’s Tag-along Pro Rata Portion and for the Tag-along Stock. Any Tag-along Stockholder may elect to sell in the Tag-along Sale less than the number of Equity Securities Shares calculated pursuant to this Section 5.02(c)(ii), in which case the Selling Stockholder shall have the right to sell the applicable shares of Tag-along Stock not elected to be Transferred sold by the a Tag-Along Participants in the aggregate shall be reduced to the Tag-Along Participants’ aggregate Pro Rata Portionalong Stockholder.

Exercise of Tag-Along Right. The (i) To exercise its Tag-Along Participants mayRight, subject Stellar shall send to the limitations set forth in this Section 1(c), in the aggregate Transfer to the proposed Transferee identified in the Transfer Notice up to Neovacs a percentage written notice (the “a "Tag-Along Percentage”Exercise Notice") informing Neovacs that it has elected to exercise its Tag-Along Right in connection with the corresponding sale of Securities by Neovacs no later than sixty (60) days following its receipt of the Tag-Along Participants’ aggregate beneficial ownership Transfer Notice (the "Tag-Along Notice Period"). The delivery by Stellar of Equity Securities equal a Tag-Along Exercise Notice shall unconditionally and irrevocably obligate Stellar (subject to consummation of the corresponding sale of Neovacs' Securities) to: (A) transfer to the percentage BFO Transferee all (but not less than all) its Securities in accordance with the terms and conditions (including those with respect to consideration and payment) of the Equity Bona Fide Offer; (B) enter into, and accept the terms and conditions of, any agreement that Neovacs has accepted or is or will be committed to enter into with the BFO Transferee upon consummation of the transfer of its Securities beneficially owned pursuant to the Bona Fide Offer (collectively, the "BFO Sale Agreements"), including: (1) any agreement or document implementing the effective transfer of Neovacs’ Securities; and (2) any warranty, indemnity or similar agreement or other form of price repayment or any escrow agreement or pledge agreement; (it being understood and agreed that (i) the liability of Neovacs under the BFO Sale Agreements (including in relation to any representations, warranties or indemnities) shall in no case be joint and several, (ii) any amounts that may be owed by Neovacs under the Transferring Stockholder represented BFO Sale Agreements shall not exceed the lesser of (x) the amount of the consideration which it actually receives for its Securities in accordance with the foregoing, and (y) the product of (1) the total amount of the consideration received by Neovacs under this provision by (2) a fraction, the numerator of which shall be the number of Securities transferred by Neovacs and the denominator of which shall be the total number of Securities transferred by Neovacs, and (iii) Neovacs and Stellar shall never be required to grant undertakings (including non-compete or non-solicitation undertakings) that would apply to Persons other than their respective controlled Subsidiaries. (C) pay, upon the presentation of documents evidencing such amounts, its proportional share of any commissions and customary fees, as well as the reasonable expenses (including such commissions, fees and expenses of the investment bank, counsel and accountants hired for transaction), paid or incurred by Neovacs with respect to the sale of its Securities to the BFO Transferee (the "Transfer Costs"), other than any fees or other form of remuneration payable to Neovacs or any of its Affiliates. (ii) If Stellar does not deliver a Tag-Along Securities set forth Exercise Notice in accordance with the Transfer Notice by giving written notice (the “Tag-Along Acceptance Notice”) to the Transferring Stockholder within fifteen (15) Business Days after receipt of the Transfer Noticeforegoing provisions, stating that such Tag-Along Participant elects to exercise its tag-along right under this Section 1 and stating the maximum number of Equity Securities sought to be Transferred by such Tag-Along Participant; provided that, in the event the Tag-Along Participants in the aggregate seek to sell more Equity Securities than are permitted by this Section 1(c), then the amount to be sold shall be allocated among the Tag-Along Participants on a pro rata basis based upon the number of Equity Securities beneficially owned by each or in such other manner as may be mutually agreed by the participating Tag-Along Participants. Each Tag-Along Participant Stellar shall be deemed to have irrevocably waived any right to exercise its tag-along right hereunder if it fails to give the Tag-Along Acceptance Notice within Right and shall have no further rights under this Section 7.2 in relation to the prescribed time period. The proposed Transferee sale of Securities described in the relevant Tag-Along Securities will not be obligated to purchase a number of Equity Securities exceeding that set forth in the Transfer Notice and, in the event such Transferee elects to purchase less than all of the additional Equity Securities sought to be Transferred by the Tag-Along Participants, the number of Equity Securities to be Transferred by the Transferring Stockholder shall be reduced to the Transferring Stockholder’s Pro Rata Portion and the number of Equity Securities to be Transferred by the Tag-Along Participants in the aggregate shall be reduced to the Tag-Along Participants’ aggregate Pro Rata PortionNotice.

Exercise of Tag-Along Right. The (i) Each Tag-Along Participants may, subject along Stockholder may exercise its right to participate in the Tag-along Sale on the terms described in the Tag-along Notice by delivering to the limitations set forth in this Section 1(c), in the aggregate Transfer to the proposed Transferee identified in the Transfer Notice up to Selling Stockholder a percentage written notice (the a “Tag-Along Percentage”) of the Tag-Along Participants’ aggregate beneficial ownership of Equity Securities equal to the percentage of the Equity Securities beneficially owned by the Transferring Stockholder represented by the number of Tag-Along Securities set forth in the Transfer Notice by giving written notice (the “Tag-Along Acceptance along Exercise Notice”) stating its election to the Transferring Stockholder within fifteen do so no later than ten (1510) Business Days after receipt of the Transfer NoticeTag-along Notice (the “Tag-along Exercise Period”). The election of each Tag-along Stockholder set forth in a Tag-along Exercise Notice shall be irrevocable, stating that and, to the extent the offer in the Tag-along Notice is accepted, such Tag-Along Participant elects along Stockholder shall be bound and obligated to exercise its tagconsummate the Transfer on the terms and conditions set forth in this Section 4.04. If one or more Tag-along right under Stockholders elects pursuant to a Tag-along Exercise Notice and this Section 1 and stating the maximum number of Equity Securities sought 4.04(d)(i) to be Transferred by such Tag-Along Participant; provided that, participate in the event the Tag-Along Participants in the aggregate seek to sell more Equity Securities than are permitted by this Section 1(c), then the amount to be sold shall be allocated among the Tag-Along Participants on a pro rata basis based upon the number of Equity Securities beneficially owned by each or in such other manner as may be mutually agreed by the participating Tag-Along Participants. Each Tag-Along Participant shall be deemed to have waived its tag-along right hereunder if it fails to give the Tag-Along Acceptance Notice within the prescribed time period. The proposed Transferee of Tag-Along Securities will not be obligated to purchase a number of Equity Securities exceeding that set forth in the Transfer Notice and, in the event such Transferee elects to purchase less than all of the additional Equity Securities sought to be Transferred by the Tag-Along ParticipantsSale, the number of Equity Securities to be Transferred by each applicable class or series of Tag-along Stock that the Transferring Selling Stockholder may sell in the Tag-along Sale shall be correspondingly reduced in accordance with Section 4.04(d)(ii). (ii) The Selling Stockholder and each Tag-along Stockholder timely electing to participate in the Tag-along Sale pursuant to Section 4.04(d)(i) shall have the right to Transfer in the Tag-along Sale the number of Tag-along Stock set out in the applicable Tag-along Notice, equal to the Transferring product of (A) the aggregate number of Tag-along Stock set out in the Tag-along Notice and (B) such Stockholder’s Tag-along Pro Rata Portion and of Tag-along Stock. Any Tag-along Stockholder may elect to sell in the Tag-along Sale less than the number of Equity Company Securities calculated pursuant to this Section 4.04(d)(ii) of Tag-along Stock, in which case the Selling Stockholder shall have the right to sell the applicable Tag-along Stock not elected to be Transferred sold by the a Tag-Along Participants in the aggregate shall be reduced to the Tag-Along Participants’ aggregate Pro Rata Portionalong Stockholder.

Exercise of Tag-Along Right. The Tag-Along Participants may, subject to the limitations set forth in this Section 1(c), in the aggregate Transfer to the proposed Transferee identified in the Transfer Notice up to a percentage (the “Tag-Along Percentage”i) Each of the Tag-Along Participants’ aggregate beneficial ownership of Equity Securities equal along Shareholders (individually or collectively, the “Participating Tag-along Shareholder”) may exercise its right to participate in the Tag-along Sale on the terms described in the Tag-along Notice by delivering to the percentage of the Equity Securities beneficially owned by the Transferring Stockholder represented by the number of Tag-Along Securities set forth in the Transfer Notice by giving Selling Shareholder a written notice (the a “Tag-Along Acceptance along Exercise Notice”) stating its election to the Transferring Stockholder within fifteen do so no later than ten (1510) Business Days after receipt of the Transfer Tag-along Notice (the “Tag-along Exercise Period”). The election of the Participating Tag-along Shareholder, set forth in a Tag-along Exercise Notice, stating that such Tag-Along Participant elects shall be irrevocable, and, to exercise its tag-along right under this Section 1 and stating the maximum number of Equity Securities sought to be Transferred by such Tag-Along Participant; provided that, extent the offer in the event the Tag-Along Participants along Notice is accepted, such Participating Tag-along Shareholder shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in the aggregate seek to sell more Equity Securities than are permitted by this Section 1(c), then 4.02. If the amount Participating Tag-along Shareholder elects pursuant to be sold shall be allocated among a Tag-along Exercise Notice and this Section 4.02(d)(i) to participate in the Tag-Along Participants on a pro rata basis based upon the number of Equity Securities beneficially owned by each or in such other manner as may be mutually agreed by the participating Tag-Along Participants. Each Tag-Along Participant shall be deemed to have waived its tag-along right hereunder if it fails to give the Tag-Along Acceptance Notice within the prescribed time period. The proposed Transferee of Tag-Along Securities will not be obligated to purchase a number of Equity Securities exceeding that set forth in the Transfer Notice and, in the event such Transferee elects to purchase less than all of the additional Equity Securities sought to be Transferred by the Tag-Along ParticipantsSale, the number of Equity Tag-along Securities to be Transferred by that the Transferring Stockholder Selling Shareholder may sell in the Tag-along Sale shall be correspondingly reduced in accordance with Section 4.02(d)(ii). (ii) The Selling Shareholder and a Participating Tag-along Shareholder, if timely electing to participate in the Tag-along Sale pursuant to Section 4.02(d)(i), shall have the right to Transfer in the Tag-along Sale up to the Transferring Stockholdernumber of Shares of Tag-along Securities set out in the applicable Tag-along Notice equal to the product of (A) the aggregate number of shares of each particular class or series of Tag-along Securities, as the case may be, set out in the applicable Tag-along Notice and (B) such Shareholder’s Tag-along Pro Rata Portion and the number of Equity Securities to be Transferred by the Tag-Along Participants in the aggregate shall be reduced to the Tag-Along Participants’ aggregate Pro Rata Portionalong Securities.