Common use of Notice of Tag-Along Opportunity Clause in Contracts

Notice of Tag-Along Opportunity. The Proposed Transferor shall promptly (and in no event less than fifteen (15) Business Days prior to the consummation thereof) provide the Company with notice (for purposes of this Section 6, the “Proposed Transferor Notice”) of the proposed Tag-Along Sale (which the Company shall transmit to each Specified Securityholder within two (2) Business Days after its receipt thereof) containing the following: (a) the name and address of the proposed transferee of the Common Stock in the Tag-Along Sale; (b) the number of shares of Common Stock proposed to be Transferred by the Proposed Transferor in the event none of the Specified Securityholders elects to participate; (c) the proposed amount and form of consideration to be paid for such Common Stock and the terms and conditions of payment offered by the proposed transferee; (d) the aggregate number of shares of Common Stock held of record by the Proposed Transferor as of the date of the notice (for purposes of this Section 6, “Notice Date”) from the Proposed Transferor to the Company; (e) the aggregate number of shares of Common Stock held of record as of the Notice Date by all Specified Securityholders as a group; (f) the maximum number of shares of Common Stock each such Specified Securityholder is entitled to include in the Tag-Along Sale (as computed in accordance with the equations set forth in Section 6.1); and (g) that the proposed transferee has been informed of the “tag-along” rights provided for in Section 6.1. 6. Section 6.3 of the Agreement is hereby amended and restated in its entirety to read as follows:

Notice of Tag-Along Opportunity. The Proposed Transferor participating in a Tag-Along Sale shall promptly (and in no event less than fifteen twenty (1520) Business Days prior to the consummation thereof) provide the Company with notice (for purposes of this Section 6, the “Proposed Transferor Notice”) of the proposed Tag-Along Sale (which the Company shall transmit to each Specified Other Securityholder within two three (23) Business Days after its receipt thereof) containing the following: (a) the name and address of the proposed transferee of the Common Stock Securities in the Tag-Along Sale; (b) the number of shares of Common Stock and each series of Preferred Stock proposed to be Transferred by the Proposed Transferor in the event none of the Specified Other Securityholders elects to participate; (c) the proposed amount and form of consideration to be paid for such Common Stock Securities and the terms and conditions of payment offered by the proposed transferee; (d) the aggregate number of shares of Common Stock and each series of Preferred Stock held of record by the such Proposed Transferor as of the date of the notice (for purposes of this Section 6, “Notice Date”) from the Proposed Transferor to the Company; (e) the aggregate number of shares of Common Stock and each series of Preferred Stock held of record as of the Notice Date by all Specified Other Securityholders as a group; (f) the maximum number of shares of Common Stock and each series of Preferred Stock each such Specified Other Securityholder is entitled to include in the Tag-Along Sale (as computed in accordance with the equations set forth in Section 6.1); and (g) that the proposed transferee has been informed of the “tag-along” rights provided for in Section 6.1. 6. Section 6.3 of the Agreement is hereby amended and restated in its entirety to read as follows:

Notice of Tag-Along Opportunity. The Proposed Transferor participating in a Tag-Along Sale shall promptly (and in no event less than fifteen (15) 30 Business Days prior to the consummation thereof) provide the Company with notice (for purposes of this Section 6, the “"Proposed Transferor Notice”") of the proposed Tag-Along Sale (which the Company shall transmit to each Specified Securityholder Other Stockholder within two (2) three Business Days after of its receipt thereofthereof together with any additional information which the Company elects to provide to the other Stockholders in connection therewith) containing the following: (a) the name and address of the proposed transferee Transferee of the Common Stock Shares in the Tag-Along Sale; (b) the number of shares of Common Preferred Stock proposed to be Transferred by the Proposed Transferor in the event none of the Specified Securityholders Other Stockholders elects to participate; (c) the proposed amount and form of consideration to be paid for such Common Stock Shares and the terms and conditions of payment offered by the proposed transfereeTransferee; (d) the aggregate number of shares of Common Preferred Stock held of record by the such Proposed Transferor as of the date of the notice (for purposes of this Section 6, “the "Notice Date”") from the Proposed Transferor to the Company; (e) the aggregate number of shares of Common Stock held of record as of the Notice Date by all Specified Securityholders as a group; (f) the maximum number of shares of Common Stock each such Specified Securityholder is entitled to include in the Tag-Along Sale (as computed in accordance with the equations set forth in Section 6.1); and (g) that the proposed transferee Transferee has been informed of the “"tag-along” " rights provided for in Section 6.1. 6. Section 6.3 of the Agreement is hereby amended and restated in its entirety to read as follows:

Notice of Tag-Along Opportunity. The Proposed Transferor participating in a Tag-Along Sale shall promptly (and in no event less than fifteen twenty (1520) Business Days prior to the consummation thereof) provide the Company with notice (for purposes of this Section 6, the “"Proposed Transferor Notice”") of the proposed Tag-Along Sale (which the Company shall transmit to each Specified Other Securityholder within two three (23) Business Days after its receipt thereof) containing the following: (a) the name and address of the proposed transferee of the Common Stock Securities in the Tag-Along Sale; (b) the number of shares of Common Stock and each series of Preferred Stock proposed to be Transferred by the Proposed Transferor in the event none of the Specified Other Securityholders elects to participate; (c) the proposed amount and form of consideration to be paid for such Common Stock Securities and the terms and conditions of payment offered by the proposed transferee; (d) the aggregate number of shares of Common Stock and each series of Preferred Stock held of record by the such Proposed Transferor as of the date of the notice (for purposes of this Section 6, “"Notice Date”") from the Proposed Transferor to the Company; (e) the aggregate number of shares of Common Stock and each series of Preferred Stock held of record as of the Notice Date by all Specified Other Securityholders as a group; (f) the maximum number of shares of Common Stock and each series of Preferred Stock each such Specified Other Securityholder is entitled to include in the Tag-Along Sale (as computed in accordance with the equations set forth in Section 6.1); and (g) that the proposed transferee has been informed of the “"tag-along” " rights provided for in Section 6.1. 6. Section 6.3 of the Agreement is hereby amended and restated in its entirety to read as follows:

Notice of Tag-Along Opportunity. The Proposed Transferor participating in a Tag-Along Sale shall promptly (and in no event less than fifteen twenty (1520) Business Days prior to the consummation thereof) provide the Company with notice (for purposes of this Section 6, the “Proposed Transferor Notice”) of the proposed Tag-Along Sale (which the Company shall transmit to each Specified Other Securityholder within two three (23) Business Days after its receipt thereof) containing the following: (a) the name and address of the proposed transferee in the Tag-Along Sale and a summary of the Common Stock in the terms and conditions of such Tag-Along Sale; (b) the number of shares of Common Stock and each series of Preferred Stock proposed to be Transferred by the Proposed Transferor in the event none of the Specified Other Securityholders elects to participate; (c) the proposed amount and form of consideration to be paid for such Common Stock Securities and the terms and conditions of payment offered by the proposed transferee; (d) the aggregate number of shares of Common Stock and each series of Preferred Stock held of record by the Proposed Transferor as of the date of the notice (for purposes of this Section 6, the “Notice Date”) from the Proposed Transferor to the Company; (e) the aggregate number of shares of Common Stock and each series of Preferred Stock held of record as of the Notice Date by all Specified Other Securityholders as a group; (f) the maximum number of shares of Common Stock and each series of Preferred Stock each such Specified Other Securityholder is entitled to include in the Tag-Along Sale (as computed in accordance with the equations set forth in Section 6.1); and (g) that the proposed transferee has been informed of the “tag-along” rights provided for in Section 6.1. 6. Section 6.3 of the Agreement is hereby amended and restated in its entirety to read as follows:

Notice of Tag-Along Opportunity. The Proposed Transferor participating in a Tag-Along Sale shall promptly (and in no event less than fifteen (15) 30 Business Days prior to the consummation thereof) provide the Company with notice (for purposes of this Section 65, the “"Proposed Transferor Holdings Stockholders Agreement ------------------------------- 27 Notice”") of the proposed Tag-Along Sale (which the Company shall transmit to each Specified Securityholder Other Stockholder within two (2) three Business Days after of its receipt thereof) containing the following: (a) the name and address of the proposed transferee Transferee of the Common Stock Shares in the Tag-Along Sale; (b) the number of shares of Common Stock and Preferred Stock proposed to be Transferred by the Proposed Transferor in the event none of the Specified Securityholders Other Stockholders elects to participate; (c) the proposed amount and form of consideration to be paid for such Common Stock Shares and the terms and conditions of payment offered by the proposed transfereeTransferee; (d) the aggregate number of shares of Common Stock and Preferred Stock held of record by the such Proposed Transferor as of the date of the notice (for purposes of this Section 65, “the "Notice Date”") from the Proposed Transferor to the Company; (e) the aggregate number of shares of Common Stock and Preferred Stock held of record as of the Notice Date by all Specified Securityholders Other Stockholders as a group; (f) the maximum number of shares of Common Stock and Preferred Stock each such Specified Securityholder Other Stockholder is entitled to include in the Tag-Along Sale (as computed in accordance with the equations set forth in Section 6.15.1); and (g) that the proposed transferee Transferee has been informed of the “"tag-along” " rights provided for in Section 6.15.1. 6. Section 6.3 of the Agreement is hereby amended and restated in its entirety to read as follows: