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

Exercise of Tag-Along Rights. Each Tag-Along Seller may, by written notice to the Initiating Holders (or their designated Representative) delivered within five (5) Business Days after delivery of the Sale Notice to such Tag-Along Seller, elect to sell Tag-Along 25776957.3325776957.34 47 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 53 of 90 Securities in such Tag-Along Transaction, on the terms and conditions set forth in the Sale Notice; provided, however, that if the proposed Transferee in the Tag-Along Transaction desires to purchase a number of any class of Tag-Along Securities that is less than the aggregate number such class of Tag-Along Securities proposed to be sold by the Initiating Holders and all Tag- Along Sellers electing to sell Tag-Along Securities in such Tag-Along Transaction, then the Initiating Holders may elect to either (i) terminate such Tag-Along Transaction with respect to the Initiating Holders and each Tag-Along Seller or (ii) consummate such Tag-Along Transaction on the basis of such lesser number of such class of Tag-Along Securities and, upon such election to consummate the Tag-Along Transaction, each Initiating Holder and each electing Tag-Along Seller shall be permitted to sell to such Transferee up to that number of such class of Tag-Along Securities owned or held by such Initiating Holder or such Tag-Along Seller, as the case may be, equal to the product of (x) the total number of such class of Tag-Along Securities to be acquired by the Transferee in the proposed Tag-Along Transaction and (y) such Initiating Holder’s or such Tag-Along Seller’s (as applicable) proportionate percentage of the total number of Units in such class of Tag-Along Securities owned or held by the Initiating Holders and all electing Tag-Along Sellers collectively.

Exercise of Tag-Along Rights. Each Notices. The Selling Investor (having first complied with the provisions of Section 2.2(c), if applicable) shall give each other Investor prior written notice of each Proposed Sale, setting forth the number of Shares proposed to be so Transferred, the identity of the Proposed Transferee, the proposed amount and form of consideration and other material terms and conditions of the Proposed Sale (including indemnification, escrow and other material economic terms) offered by the Proposed Transferee (such initial notice, the “Tag-Along Seller may, by written notice to Opportunity Notice”). In the Initiating Holders (or their designated Representative) delivered within five (5) Business Days after delivery event that any of the Sale Notice to such Tag-Along Seller, elect to sell Tag-Along 25776957.3325776957.34 47 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 53 of 90 Securities in such Tag-Along Transaction, on the material terms and or conditions set forth in the Tag-Along Opportunity Notice are thereafter amended in any material respect, the Selling Investor shall also give written notice of the amended terms and conditions of the Proposed Sale to the other Investors (any amended notice, an “Amended Tag-Along Opportunity Notice; provided, however, that if ”). In order to exercise the proposed Transferee in tag-along rights provided by this Section 2.2(d) an Investor must send a written notice to the Selling Investor indicating its desire to exercise its rights and specifying the number of Shares it desires to sell (the “Tag-Along Exercise Notice”) within ten (10) Business Days following the giving of the Tag-Along Transaction desires Opportunity Notice to purchase a number of any class of such Investor (or if an Amended Tag-Along Securities that Opportunity Notice is less than given to the aggregate number Investor, within ten (10) Business Days following the giving of such class of Amended Tag-Along Securities proposed Opportunity Notice). An Investor shall not be obligated to be sold separately comply with the provisions of Section 2.2(c) in order to exercise the tag-along rights provided by this Section 2.2(d). Upon the Initiating Holders and all Tag- Along Sellers electing to sell giving of an Amended Tag-Along Securities in such Opportunity Notice to an Investor that had previously provided a Tag-Along TransactionExercise Notice, then the Initiating Holders may elect to either (i) terminate such Tag-Along Transaction with respect to the Initiating Holders and each Tag-Along Seller or (ii) consummate such Tag-Along Transaction on the basis of such lesser number of such class of Tag-Along Securities and, upon such election to consummate the Tag-Along Transaction, each Initiating Holder and each electing Tag-Along Seller Tagging Investor shall be permitted to sell cancel its exercise of its rights under this Section 2.2(d) upon delivery of written notice to the Selling Investor to such Transferee up to that number of such class of Tag-Along Securities owned or held by such Initiating Holder or such Tag-Along Seller, as effect and shall be released from its obligation hereunder. There shall be no liability on the case may be, equal to the product of (x) the total number of such class of Tag-Along Securities to be acquired by the Transferee in the proposed Tag-Along Transaction and (y) such Initiating Holder’s or such Tag-Along Seller’s (as applicable) proportionate percentage part of the total number Selling Investor to any Tagging Investor if the sale of Units in such class of Tag-Along Securities owned or held by the Initiating Holders and all electing Tag-Along Sellers collectivelyShares pursuant to this Section 2.2(d) is not consummated for whatever reason.

Exercise of Tag-Along Rights. Each Tag-Along Seller may, by written notice to the Initiating Holders (or their designated Representative) delivered within five (5) Business Days after delivery of the Sale Notice to such Tag-Along Seller, elect to sell Tag-Along 25776957.3325776957.34 47 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 53 of 90 Securities in such Tag-Along Transaction, on the terms and conditions set forth in the Sale Notice; provided, however, that if the proposed Transferee in the Tag-Along Transaction desires to purchase a number of any class of Tag-Along Securities that is less than the aggregate number such class of Tag-Along Securities proposed to be sold by the Initiating Holders and all Tag- Along Sellers electing to sell Tag-Along Securities in such Tag-Along Transaction, then the Initiating Holders may elect to either (i) terminate such Tag-Along Transaction with respect to the Initiating Holders and each Tag-Along Seller or (ii) consummate such Tag-Along Transaction on the basis of such lesser number of such class of Tag-Along Securities and, upon such election to consummate the Tag-Along Transaction, each Initiating Holder and each electing Tag-Along Seller shall be permitted to sell to such Transferee up to that number of such class of Tag-Along Securities owned or held by such Initiating Holder or such Tag-Along Seller, as the case may be, equal to the product of (x) the total number of such class of Tag-Along Securities to be acquired by the Transferee in the proposed Tag-Along Transaction and (y) such Initiating Holder’s or such Tag-Along Seller’s (as applicable) proportionate percentage of the total number of Units in such class of Tag-Along Securities owned or held by the Initiating Holders and all electing Tag-Along Sellers collectively.

Exercise of Tag-Along Rights. Each Tag-Along Seller may, by written notice to the Initiating Holders (or their designated Representative) delivered within five (5) Business Days after delivery of the Sale Notice to such Tag-Along Seller, elect to sell Tag-Along 25776957.3325776957.34 47 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 53 of 90 Securities in such Tag-Along Transaction, on the terms and conditions set forth in the Sale Notice; provided, however, that if the proposed Transferee in the Tag-Along Transaction desires to purchase a number of any class of Tag-Along Securities that is less than the aggregate number such class of Tag-Along Securities proposed to be sold by the Initiating Holders and all Tag- Along Sellers electing to sell Tag-Along Securities in such Tag-Along Transaction, then the Initiating Holders may elect to either (i) terminate such Tag-Along Transaction with respect to the Initiating Holders and each Tag-Along Seller or (ii) consummate such Tag-Along Transaction on the basis of such lesser number of such class of Tag-Along Securities and, upon such election to consummate the Tag-Along Transaction, each Initiating Holder and each electing Tag-Along Seller shall be permitted to sell to such Transferee up to that number of such class of Tag-Along Securities owned or held by such Initiating Holder or such Tag-Along Seller, as the case may be, equal to the product of (x) the total number of such class of Tag-Along Securities to be acquired by the Transferee in the proposed Tag-Along Transaction and (y) such Initiating Holder’s or such Tag-Along Seller’s (as applicable) proportionate percentage of the total number of Units in such class of Tag-Along Securities owned or held by the Initiating Holders and all electing Tag-Along Sellers collectively.collectively.‌