Common use of Market Sales Clause in Contracts

Market Sales. (i) If, at any time after the date of this Agreement, a Selling Stockholder desires to sell or otherwise transfer, directly or indirectly, through a Derivatives Transaction or otherwise, in a Market Sale all or any portion of such Selling Stockholder’s Securities then UBS may request that the Company redeem certain Securities held by UBS as provided in this Section 2(b), and the right of the Selling Stockholder to sell or otherwise transfer any Securities in such Market Sale shall be subject to the Company agreeing, at its sole option, to redeem such Securities pursuant to this Section 2(b). The Selling Stockholder shall give a Tag-Along Notice to UBS and the Company of each proposed Market Sale at least one (1) Business Day prior to the proposed effective date of such Market Sale, subject to the timing set forth in Section 2(b)(iii) below. The Tag-Along Notice shall set forth the terms and conditions of the Market Sale, including the number of Offered Securities and the proposed timing of the Market Sale and the price per share (the “Redemption Price”) at which the shares of Series A Preferred Stock will be redeemed (which shall be equal to one hundred (100) times the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment is made to the Common Stock)). The Tag-Along Notice shall be delivered by hand delivery to the addresses set forth on Exhibit B hereto and confirmed telephonically to the Head of Strategic Investments for Equities and Fixed Income at (000) 000-0000, as such addresses and telephone numbers may be updated from time to time by UBS upon written notice to the Company and the Stockholders.

Market Sales. (i) If, at any time after the date of this Agreement, a Selling Stockholder desires to sell or otherwise transfer, directly or indirectly, through a Derivatives Transaction or otherwise, in a Market Sale all or any portion of such Stockholder’s Common Securities (a “Market Selling Stockholder’s ”) then each of the holders of Preferred Securities then UBS may request that the Company redeem certain Preferred Securities held by UBS such holder of Preferred Securities as provided in this Section 2(b3(b), and the right of the Market Selling Stockholder to sell or otherwise transfer any Common Securities in such Market Sale shall be subject to the Company agreeing, at its sole option, to redeem such Preferred Securities pursuant to this Section 2(b3(b). The Market Selling Stockholder shall give a written notice (the “Market Tag-Along Notice Notice”) to UBS each of the holders of Preferred Securities and the Company of each proposed Market Sale at least one (1) Business Day prior to the proposed effective date of such Market Sale, subject to the timing set forth in Section 2(b)(iii3(b)(iii) below. The Market Tag-Along Notice shall set forth the terms and conditions of the Market Sale, including the number of Offered Securities and the proposed timing of the Market Sale and the price per share (the “Redemption Price”) at which the shares of Series A respective Preferred Stock Securities will be redeemed (which which, in the case of (a) the Series A Securities shall be equal to one hundred (100) times the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment is made to the Common Stock), (b) the Series C Preferred Stock shall be equal to (X) the Conversion Shares (as defined in the Series C Certificate of Designation) divided by the number of shares of Series C Preferred Stock issued and outstanding as of the Series C Original Issue Date (as defined in the Series C Certificate of Designation) times (Y) the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series C Preferred Stock where no corresponding adjustment is made to the Common Stock) and (c) the Series E Securities shall be equal to Conversion Rate (as defined in the Series E Certificate of Designation) times the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, as applicable, where no corresponding adjustment is made to the Common Stock)). The Market Tag-Along Notice shall be delivered by hand delivery to the addresses set forth on Exhibit B hereto and confirmed telephonically to the Head of Strategic Investments for Equities and Fixed Income at (000) 000-0000individuals set forth on Schedule B hereto, as such addresses and telephone numbers may be updated from time to time by UBS each of the holders of Preferred Securities upon written notice to the Company and the Stockholders.

Market Sales. (i) If, at any time after the date of this Agreement, a Selling Stockholder desires to sell or otherwise transfer, directly or indirectly, through a Derivatives Transaction or otherwise, in a Market Sale all or any portion of such Selling Stockholder’s Common Securities then UBS may request that the Company redeem certain Series A Securities held by UBS as provided in this Section 2(b3(b), and the right of the Selling Stockholder to sell or otherwise transfer any Common Securities in such Market Sale shall be subject to the Company agreeing, at its sole option, to redeem such Series A Securities pursuant to this Section 2(b3(b). The Selling Stockholder shall give a Tag-Along Notice to UBS and the Company of each proposed Market Sale at least one (1) Business Day prior to the proposed effective date of such Market Sale, subject to the timing set forth in Section 2(b)(iii3(b)(iii) below. The Tag-Along Notice shall set forth the terms and conditions of the Market Sale, including the number of Offered Securities and the proposed timing of the Market Sale and the price per share (the “Redemption Price”) at which the shares of Series A Preferred Stock will be redeemed (which shall be equal to one hundred (100) times the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment is made to the Common Stock)). The Tag-Along Notice shall be delivered by hand delivery to the addresses set forth on Exhibit B hereto and confirmed telephonically to the Head of Strategic Investments for Equities and Fixed Income at (000) 000-0000, as such addresses and telephone numbers may be updated from time to time by UBS upon written notice to the Company and the Stockholders.

Market Sales. (i) If, at any time after the date of this Agreement, a Selling Stockholder desires to sell or otherwise transfer, directly or indirectly, through a Derivatives Transaction or otherwise, in a Market Sale all or any portion of such Stockholder’s Common Securities (a “Market Selling Stockholder’s ”) then each of the holders of Preferred Securities then UBS may request that the Company redeem certain Preferred Securities held by UBS such holder of Preferred Securities as provided in this Section 2(b3(b), and the right of the Market Selling Stockholder to sell or otherwise transfer any Common Securities in such Market Sale shall be subject to the Company agreeing, at its sole option, to redeem such Preferred Securities pursuant to this Section 2(b3(b). The Market Selling Stockholder shall give a written notice (the “Market Tag-Along Notice Notice”) to UBS each of the holders of Preferred Securities and the Company of each proposed Market Sale at least one (1) Business Day prior to the proposed effective date of such Market Sale, subject to the timing set forth in Section 2(b)(iii3(b)(iii) below. The Market Tag-Along Notice shall set forth the terms and conditions of the Market Sale, including the number of Offered Securities and the proposed timing of the Market Sale and the price per share (the “Redemption Price”) at which the shares of Series A respective Preferred Stock Securities will be redeemed (which which, in the case of (a) the Series A Securities shall be equal to one hundred (100) times the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment is made to the Common Stock), (b) the Series C Preferred Stock shall be equal to (X) the Conversion Shares (as defined in the Series C Certificate of Designation) divided by the number of shares of Series C Preferred Stock issued and outstanding as of the Series C Original Issue Date (as defined in the Series C Certificate of Designation) times (Y) the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series C Preferred Stock where no corresponding adjustment is made to the Common Stock) and (c) the Series D Securities shall be equal to Conversion Rate (as defined in the Series D Certificate of Designation) times the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series D Preferred Stock or Series D-1 Preferred Stock, as applicable, where no corresponding adjustment is made to the Common Stock)). The Market Tag-Along Notice shall be delivered by hand delivery to the addresses set forth on Exhibit B hereto and confirmed telephonically to the Head of Strategic Investments for Equities and Fixed Income at (000) 000-0000individuals set forth on Schedule B hereto, as such addresses and telephone numbers may be updated from time to time by UBS each of the holders of Preferred Securities upon written notice to the Company and the Stockholders.