Common use of Notice and Terms of Acceptance of Tag-Along Opportunity Clause in Contracts

Notice and Terms of Acceptance of Tag-Along Opportunity. (a) If a Specified Securityholder desires to participate in such Tag-Along Sale, such Specified Securityholder shall provide written notice (the “Tag-Along Notice”) to the Proposed Transferor not later than five (5) Business Days after the Notice Date setting forth the number of shares of Common Stock, if any, such Specified Securityholder elects to include in the Tag-Along Sale. (b) The Tag-Along Notice given by any Specified Securityholder shall constitute such Specified Securityholder’s binding agreement to sell such Common Stock as are included therein on the terms and conditions applicable to such sale (including the requirements of this Section 6), in which case the number of shares of Common Stock to be Transferred by the Proposed Transferor shall be correspondingly reduced. In the event that the proposed transferee does not purchase the Securities of the Proposed Transferor, then the proposed Tag-Along Sale by the Specified Securityholders to such proposed transferee shall not take place. If the Tag-Along Notice from any Specified Securityholder is not received by the Proposed Transferor within the five (5) Business Day period specified above in this Section 6.3, the Proposed Transferor shall have the right to transfer the Securities of Common Stock to the proposed transferee without any participation by such Specified Securityholder, but only on the terms and conditions stated in the notice to such Specified Securityholders or on terms and conditions no more favorable to the Proposed Transferor and only if a definitive and binding agreement to sell or otherwise transfer such Common Stock is entered into not later than forty-five (45) days after the end of such five (5) Business Day period specified above in this Section 6.3. 7. Section 6.4 of the Agreement is hereby amended and restated in its entirety to read as follows:

Notice and Terms of Acceptance of Tag-Along Opportunity. (a) If a Specified an Other Securityholder desires to participate in such Tag-Along Sale, such Specified Other Securityholder shall provide written notice (the “Tag-Along Notice”) to the such Proposed Transferor not later than five ten (510) Business Days after the Notice Date setting forth the number of shares of Common Stock and each series of Preferred Stock, if any, such Specified Other Securityholder elects to include in the Tag-Along Sale. (b) Any Other Securityholder who at the time of a Proposed Transferor Notice then owns Preferred Stock of any series as well as Common Stock and/or Preferred Stock of any other series may elect to include Preferred Stock of such series in a Tag-Along Sale (if shares of Preferred Stock of such series are to be transferred by the Proposed Transferor in such Tag-Along Sales) only if the Preferred Stock of such series to be transferred by such Other Securityholder represents a percentage of the Preferred Stock of such series then owned by such Other Securityholder at least equal to the greatest percentage of the Common Stock or any series of Preferred Stock having a liquidation preference or preference as to dividends that is junior to such series of Preferred Stock that is to be transferred by such Other Securityholder in such Tag-Along Sale. (c) The Tag-Along Notice given by any Specified Other Securityholder shall constitute such Specified Other Securityholder’s binding agreement to sell such Common Stock Securities as are included therein on the terms and conditions applicable to such sale (including the requirements of this Section 6), in which case the number of shares of Common Stock and/or Preferred Stock to be Transferred by the Proposed Transferor shall be correspondingly reduced. In the event that the proposed transferee does not purchase the Securities of the Proposed Transferor, then the proposed Tag-Along Sale by the Specified Other Securityholders to such proposed transferee shall not take place. If the Tag-Along Notice from any Specified Other Securityholder is not received by the Proposed Transferor within the five ten (510) Business Day period specified above in this Section 6.3, the Proposed Transferor shall have the right to transfer the Securities of Common Stock and Preferred Stock to the proposed transferee without any participation by such Specified Other Securityholder, but only on the terms and conditions stated in the notice to such Specified Other Securityholders or on terms and conditions no more favorable to the Proposed Transferor and only if a definitive and binding agreement to sell or otherwise transfer such Common Stock Securities is entered into not later than forty-five thirty (4530) days after the end of such five ten (510) Business Day period specified above in this Section 6.3. 7. Section 6.4 of the Agreement is hereby amended and restated in its entirety to read as follows:

Notice and Terms of Acceptance of Tag-Along Opportunity. (a) If a Specified Securityholder an Other Stockholder desires to participate in such Tag-Along Sale, such Specified Securityholder Other Stockholder shall provide written notice (for purposes of this Section 6, the “"Tag-Along Notice”") to the such Proposed Transferor not later than five (5) 10 Business Days after the Notice Date setting forth the number of shares of Common Preferred Stock, if any, such Specified Securityholder Other Stockholder elects to include in the Tag-Along Sale. . In the Holdings Stockholders Agreement ------------------------------- 32 event that any Other Stockholder chooses not to sell any or all Shares which such Other Stockholder may be entitled to sell under Section 6.1, the Proposed Transferor participating in the Tag-Along Sale shall promptly (band in no event less than 15 Business Days prior to the consummation of such Tag-Along Sale) provide the Company with notice (for purposes of this Section 6, the "Reoffer Notice") of such Reoffer Shares available for sale pursuant to Section 6.1 (which the Company shall transmit to each Reoffer Stockholder within 3 Business Days of its receipt thereof). If a Reoffer Stockholder desires to participate in the sale of any of the Reoffer Shares, such Reoffer Stockholder shall provide written notice thereof to such Proposed Transferor not later than 5 Business Days after receipt of the Reoffer Notice setting forth the number of additional shares of Preferred Stock, if any, such Reoffer Stockholder elects to include in the Tag-Along Sale. The Tag-Along Notice and any notice given by any Specified Securityholder an Other Stockholder to participate in the sale of Reoffer Shares shall constitute such Specified Securityholder’s Other Stockholder's binding agreement to sell such Common Stock Shares as are included therein on the terms and conditions applicable to such sale (including the requirements of this Section 6), in which case the number of shares of Common Stock to be Transferred by the Proposed Transferor shall be correspondingly reduced. In the event that the proposed transferee does not purchase the Securities shares of the Proposed Transferor, then the proposed Tag-Along Sale by the Specified Securityholders Other Stockholders to such proposed transferee shall not take place. If the Tag-Along Notice from any Specified Securityholder is not received by the Proposed Transferor within the five (5) Business Day period specified above in this Section 6.3, the Proposed Transferor shall have the right to transfer the Securities of Common Stock to the proposed transferee without any participation by such Specified Securityholder, but only on the terms and conditions stated in the notice to such Specified Securityholders or on terms and conditions no more favorable to the Proposed Transferor and only if a definitive and binding agreement to sell or otherwise transfer such Common Stock is entered into not later than forty-five (45) days after the end of such five (5) Business Day period specified above in this Section 6.3. 7. Section 6.4 of the Agreement is hereby amended and restated in its entirety to read as follows:

Notice and Terms of Acceptance of Tag-Along Opportunity. (a) If a Specified an Other Securityholder desires to participate in such Tag-Along Sale, such Specified Other Securityholder shall provide written notice (the “Tag-Along Notice”) to the such Proposed Transferor not later than five ten (510) Business Days after the Notice Date setting forth the number of shares of Common Stock and each series of Preferred Stock, if any, such Specified Other Securityholder elects to include in the Tag-Along Sale. (b) Any Other Securityholder who at the time of a Proposed Transferor Notice then owns Preferred Stock of any series as well as Common Stock may elect to include Preferred Stock and/or Common Stock in a Tag-Along Sale only in the same proportion as the shares of Preferred Stock and Common Stock to be sold by the Proposed Transferor as set forth in the Proposed Transferor Notice. (c) The Tag-Along Notice given by any Specified Other Securityholder shall constitute such Specified Other Securityholder’s binding agreement to sell such Common Stock Securities as are included therein on the terms and conditions applicable to such sale (including the requirements of this Section 6), in which case the number of shares of Common Stock to be Transferred by the Proposed Transferor shall be correspondingly reduced. In the event that the proposed transferee does not purchase the Securities of the Proposed Transferor, then the proposed Tag-Along Sale by the Specified Other Securityholders to such proposed transferee shall not take place. If the Tag-Along Notice from any Specified Other Securityholder is not received by the Proposed Transferor within the five ten (510) Business Day period specified above in this Section 6.3, the Proposed Transferor shall have the right to transfer consummate the Securities of Common Stock to Tag-Along Sale with the proposed transferee without any participation by such Specified Other Securityholder, but only on the terms and conditions stated in the notice to such Specified Other Securityholders or on terms and conditions no more favorable to the Proposed Transferor and only if a definitive and binding agreement to sell or otherwise transfer consummate such Common Stock Tag-Along Sale is entered into not later than forty-five thirty (4530) days after the end of such five ten (510) Business Day period specified above in this Section 6.3. 7. Section 6.4 of the Agreement is hereby amended and restated in its entirety to read as follows:

Notice and Terms of Acceptance of Tag-Along Opportunity. (a) If a Specified an Other Securityholder desires to participate in such Tag-Along Sale, such Specified Other Securityholder shall provide written notice (the “"Tag-Along Notice”") to the such Proposed Transferor not later than five ten (510) Business Days after the Notice Date setting forth the number of shares of Common Stock and each series of Preferred Stock, if any, such Specified Other Securityholder elects to include in the Tag-Along Sale. (b) Any Other Securityholder who at the time of a Proposed Transferor Notice then owns Preferred Stock of any series as well as Common Stock and/or Preferred Stock of any other series may elect to include Preferred Stock of such first series in a Tag-Along Sale (if shares of Preferred Stock of such series are to be transferred by the Proposed Transferor in such Tag-Along Sales) only if the Preferred Stock of such series to be transferred by such Other Securityholder represents a percentage of the Preferred Stock of such series then owned by such Other Securityholder at least equal to the greatest percentage of the Common Stock or any series of Preferred Stock having a liquidation preference or preference as to dividends that is junior to such series of Preferred Stock that is to be transferred by such Other Securityholder in such Tag-Along Sale. (c) The Tag-Along Notice given by any Specified Other Securityholder shall constitute such Specified Other Securityholder’s 's binding agreement to sell such Common Stock Securities as are included therein on the terms and conditions applicable to such sale (including the requirements of this Section 6), in which case the number of shares of Common Stock and/or Preferred Stock to be Transferred by the Proposed Transferor shall be correspondingly reduced. In the event that the proposed transferee does not purchase the Securities of the Proposed Transferor, then the proposed Tag-Along Sale by the Specified Other Securityholders to such proposed transferee shall not take place. If the Tag-Along Notice from any Specified Other Securityholder is not received by the Proposed Transferor within the five ten (510) Business Day period specified above in this Section 6.3, the Proposed Transferor shall have the right to transfer the Securities of Common Stock and/or Preferred Stock to the proposed transferee without any participation by such Specified Other Securityholder, but only on the terms and conditions stated in the notice to such Specified Other Securityholders or on terms and conditions no more favorable to the Proposed Transferor and only if a definitive and binding agreement to sell or otherwise transfer such Common Stock Securities is entered into not later than forty-five thirty (4530) days after the end of such five ten (510) Business Day period specified above in this Section 6.3. 7. Section 6.4 of the Agreement is hereby amended and restated in its entirety to read as follows:

Notice and Terms of Acceptance of Tag-Along Opportunity. (a) If a Specified Securityholder an Other Stockholder desires to participate in such Tag-Along Sale, such Specified Securityholder Other Stockholder shall provide written notice (for purposes of this Section 5, the “"Tag-Along Notice”") to the such Proposed Transferor not later than five (5) 10 Business Days after the Notice Date setting forth the number of shares of Common Stock and Preferred Stock, if any, such Specified Securityholder Other Stockholder elects to include in the Tag-Along Sale. . In the event that any Other Stockholder chooses not to sell any or all Shares which such Other Stockholder may be entitled to sell under Section 5.1, the Proposed Transferor participating in the Tag-Along Sale shall promptly (band in no event less than 15 Business Days prior to the consummation of such Tag-Along Sale) provide the Holdings Stockholders Agreement ------------------------------- 28 Company with notice (for purposes of this Section 5, the "Reoffer Notice") of such Reoffer Shares available for sale pursuant to Section 5.1 (which the Company shall transmit to each Reoffer Stockholder within 3 Business Days of its receipt thereof). If a Reoffer Stockholder desires to participate in the sale of any of the Reoffer Shares, such Reoffer Stockholder shall provide written notice thereof to such Proposed Transferor not later than 5 Business Days after receipt of the Reoffer Notice setting forth the number of additional shares of Common Stock and Preferred Stock, if any, such Reoffer Stockholder elects to include in the Tag-Along Sale. An Other Stockholder may elect to include Shares in a Tag-Along Sale only if such Other Stockholder elects to include in such Tag-Along Sale a ratio of shares of Common Stock to shares of Preferred Stock equal to the ratio of shares of Common Stock to shares of Preferred Stock proposed to be sold by the Proposed Transferor in the Tag-Along Sale; PROVIDED, HOWEVER, that (i) if an Other Stockholder is selling all shares of Common Stock owned by it and its Affiliates (including all shares of Common Stock issuable upon the exercise of Warrants and Options owned by it and its Affiliates) in such Tag-Along Sale, then the number of shares of Preferred Stock sold by such Other Stockholder in the Tag-Along Sale shall not be limited by the provisions of this sentence and (ii) if an Other Stockholder is selling all of the shares of Preferred Stock owned by it and its Affiliates in such Tag-Along Sale, then the number of shares of Common Stock sold by such Other Stockholder in the Tag-Along Sale shall not be limited by the provisions of this sentence. The Tag-Along Notice and any notice given by any Specified Securityholder an Other Stockholder to participate in the sale of Reoffer Shares shall constitute such Specified Securityholder’s Other Stockholder's binding agreement to sell such Common Stock Shares as are included therein on the terms and conditions applicable to such sale (including the requirements of this Section 65), in which case the number of shares of Common Stock to be Transferred by the Proposed Transferor shall be correspondingly reduced. In the event that the proposed transferee does not purchase the Securities shares of the Proposed Transferor, then the proposed Tag-Along Sale by the Specified Securityholders Other Stockholders to such proposed transferee shall not take place. If the Tag-Along Notice from any Specified Securityholder is not received by the Proposed Transferor within the five (5) Business Day period specified above in this Section 6.3, the Proposed Transferor shall have the right to transfer the Securities of Common Stock to the proposed transferee without any participation by such Specified Securityholder, but only on the terms and conditions stated in the notice to such Specified Securityholders or on terms and conditions no more favorable to the Proposed Transferor and only if a definitive and binding agreement to sell or otherwise transfer such Common Stock is entered into not later than forty-five (45) days after the end of such five (5) Business Day period specified above in this Section 6.3. 7. Section 6.4 of the Agreement is hereby amended and restated in its entirety to read as follows: