Common use of Private Sales Clause in Contracts

Private Sales. (i) If, at any time after the date of this Agreement, a Stockholder desires to sell or otherwise transfer, directly or indirectly, through a Derivatives Transaction or otherwise, in a Private Sale all or any portion of such Stockholder’s Common Securities (a “Common Selling Stockholder”), then each holder of Preferred Securities shall have the right to participate in the proposed Private Sale by such Common Selling Stockholder as provided in this Section 3(a). The Common Selling Stockholder shall give written notice (the “Tag-Along Notice”) to each holder of Preferred Securities of each proposed Private Sale of such Common Securities at least ten (10) days prior to the proposed effective date of such Private Sale. The Tag-Along Notice shall set forth the terms and conditions of the Private Sale, including the number of Common Securities that the Common Selling Stockholder proposes to sell (the “Offered Securities”), the proposed timing of such Private Sale, the consideration to be paid for the Offered Securities, the identity of the proposed purchaser, and all other material terms and conditions of the Private Sale, including the proposed form of written agreement, if any. Each holder of Preferred Securities shall have the right to sell to such transferee(s) a portion of its Preferred Securities equal to the product of (A) the number of Preferred Securities then held by such Stockholder and (B) a fraction (1) the numerator of which shall be the number of Offered Securities, and (2) the denominator of which shall be the total number of Common Securities held as of the date of this Agreement by the holders of Preferred Securities, including the Common Selling Stockholder participating in such Sale (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by such holder of Preferred Securities and the Common Selling Stockholder subsequent to the date of this Agreement). The price per share of Series A Preferred Stock to be paid by such transferee(s) shall be equal to one hundred (100) times the price to be paid by such transferee(s) for each share of Common Stock (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 price per share of Series C Preferred Stock to be paid by such transferee(s) 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 price to be paid by such transferee(s) for each share of Common Stock (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). The price per share of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock to be paid by such transferee(s) shall be equal to the Conversion Rate (as defined in the Series E Certificate of Designation) times the price to be paid by such transferee(s) for each share of Common Stock (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). (ii) Each holder of Preferred Securities that desires to exercise the tag-along rights to participate in the proposed Private Sale as provided in Section 2(a) (a “Preferred Tagging Stockholder” and, collectively, the “Preferred Tagging Stockholders”) must exercise such tag-along rights within ten (10) days after its receipt of the Tag-Along Notice, by delivery of a written notice to the Common Selling Stockholder, with a copy to the Company, indicating the desire of such Preferred Tagging Stockholder to exercise its rights and specifying the number and series of Preferred Securities (the “Tagging Securities”) it wishes to sell. The Tagging Securities shall be in the same proportion of Shares and Warrants as the Offered Securities. The number of Common Securities that the Common Selling Stockholder may sell pursuant to this Section 3 shall be reduced by the equivalent amount of the Tagging Securities, unless (A) the transferee(s) have indicated their willingness to buy all of the Common Securities and Preferred Securities that the Common Selling Stockholder and Preferred Tagging Stockholders desire to sell, (B) the Company, at its sole option, elects to redeem such Tagging Securities or (C) the Common Selling Stockholder elects to purchase such Tagging Securities. At the closing of such Sale, each of the Preferred Tagging Stockholders shall deliver (A) all documents required to be executed in connection with such Private Sale and (B) the certificates for the Tagging Securities being sold to the purchaser(s) thereof against receipt of the purchase price therefor paid by certified or bank check or wire transfer. (iii) In lieu of the transferee(s) purchasing the Tagging Securities pursuant to this Section 3(a), (A) the Company may, at its sole option, elect to redeem such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a) and/or (B) the Common Selling Stockholder may elect to purchase such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a). Any such redemption by the Company or purchase by the Common Selling Stockholder shall be completed prior to or simultaneously with the proposed Sale. (iv) If a Preferred Tagging Stockholder properly exercises its tag-along rights under this Section 3(a) and the Tagging Securities are not (A) purchased by the purchaser of the Offered Securities, (B) redeemed by the Company or (C) purchased by the Common Selling Stockholder, then the Common Selling Stockholder shall not be permitted to consummate the proposed Sale of the Common Securities, and any such attempted Sale shall be null and void. (v) Any notice given by a Preferred Tagging Stockholder in which it elects to exercise its tag-along rights provided in this Section 3(a) shall be irrevocable and shall constitute a binding agreement to sell (to either the proposed transferee(s) or the Common Selling Stockholder, as the case may be) or submit for redemption to the Company such Tagging Securities as are included therein on the terms and conditions applicable to such sale or redemption.

Private Sales. If a Party (ithe “Selling Party”) If, at any time after the date of this Agreement, a Stockholder desires intends to sell any of its shares of Company capital stock (or otherwise transfer, directly securities exercisable or indirectly, through a Derivatives Transaction exchangeable for or otherwise, convertible into shares of Company capital stock) in a Private Sale all or any portion of such Stockholder’s Common Securities private transaction (a “Common Selling Stockholder”other than to an Affiliate), then each holder of Preferred Securities the Selling Party shall have the right to participate in the proposed Private Sale by such Common Selling Stockholder as provided in this Section 3(a). The Common Selling Stockholder shall give send written notice (the “Tag-Along Sale Notice”) of such intent to each holder of Preferred Securities of each proposed Private Sale of such Common Securities at least ten (10) days prior to the proposed effective date of such Private Saleother Party. The Tag-Along Sale Notice shall set forth include the terms and conditions following information: (a) the type of Company capital stock or other securities the Private Sale, including the number of Common Securities that the Common Selling Stockholder proposes Party intends to sell sell; (the “Offered Securities”), the proposed timing of such Private Sale, the consideration to be paid for the Offered Securities, the identity of the proposed purchaser, and all other material terms and conditions of the Private Sale, including the proposed form of written agreement, if any. Each holder of Preferred Securities shall have the right to sell to such transferee(s) a portion of its Preferred Securities equal to the product of (Ab) the number of Preferred Securities shares or other securities the Selling Party intends to sell; (c) the proposed sale price per share or per security, as applicable, and (d) any other material terms of the offer. The other Parties shall have two (2) business days after receipt of the Sale Notice (the “Election Period”) to elect to purchase the capital stock or other securities that are the subject of the Sale Notice by giving the Selling Party written notice thereof within the Election Period, in which case the Selling Party and the Party (or Parties) so electing to purchase shall complete such sale within five (5) business days on the terms set forth in the Sale Notice. If more than one Party elects to purchase the capital stock or other securities set forth in the Sale Notice, then such shares or securities shall be allocated among the Parties so electing to purchase pro rata in proportion to their respective holdings of Company Common Stock (calculated assuming the exercise of all rights, options and warrants to purchase Common Stock or securities convertible or exchangeable for shares of Common Stock, and the conversion or exchange of all securities convertible or exchangeable for Common Stock held by such Stockholder Parties so electing to purchase). If none of the Parties provides written notice so electing to purchase within the Election Period, then the Selling Party may sell the capital stock or other securities that are the subject of the Sale Notice on terms no less favorable to the Sellng Party than those set forth in the Sale Notice to any third party within 10 business days of the date of the Sale Notice; provided, however, that any sale of shares of Company capital stock (or securities exercisable or exchangeble for or convertible into shares of Company capital stock) to a party that is not a party to this Agreement shall have as a condition to such sale that such party shall become a Party to this Agreement. For purposes of Sections 2.1(a)(iv) and 2.1(b)(ii), the purchasing party’s holdings (Bif such party was not a party to the Securities Purchase Agreement) a fraction (1) with respect to the numerator shares of which capital stock or other securities it purchases shall be the number of Offered Securities, and (2) the denominator of which shall be the total number of Common Securities held as of the date of this Agreement by the holders of Preferred Securities, including the Common Selling Stockholder participating in such Sale (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by such holder of Preferred Securities and the Common Selling Stockholder subsequent to the date of this Agreement). The price per share of Series A Preferred Stock to be paid by such transferee(s) shall be equal to one hundred (100) times the price to be paid by such transferee(s) for each share shares of Common Stock (subject calculated assuming the exercise of all rights, options and warrants to equitable adjustment purchase Common Stock or securities convertible or exchangeable for stock splitsshares of Common Stock, combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment is made to the conversion or exchange of all securities convertible or exchangeable for Common Stock). The price per share of Series C Preferred Stock to be paid by such transferee(s) shall be equal to (X) the Conversion Shares (as defined purchased 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 price to be paid by such transferee(s) for each share of Common Stock (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). The price per share of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock to be paid by such transferee(s) shall be equal to the Conversion Rate (as defined in the Series E Certificate of Designation) times the price to be paid by such transferee(s) for each share of Common Stock (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)sale. (ii) Each holder of Preferred Securities that desires to exercise the tag-along rights to participate in the proposed Private Sale as provided in Section 2(a) (a “Preferred Tagging Stockholder” and, collectively, the “Preferred Tagging Stockholders”) must exercise such tag-along rights within ten (10) days after its receipt of the Tag-Along Notice, by delivery of a written notice to the Common Selling Stockholder, with a copy to the Company, indicating the desire of such Preferred Tagging Stockholder to exercise its rights and specifying the number and series of Preferred Securities (the “Tagging Securities”) it wishes to sell. The Tagging Securities shall be in the same proportion of Shares and Warrants as the Offered Securities. The number of Common Securities that the Common Selling Stockholder may sell pursuant to this Section 3 shall be reduced by the equivalent amount of the Tagging Securities, unless (A) the transferee(s) have indicated their willingness to buy all of the Common Securities and Preferred Securities that the Common Selling Stockholder and Preferred Tagging Stockholders desire to sell, (B) the Company, at its sole option, elects to redeem such Tagging Securities or (C) the Common Selling Stockholder elects to purchase such Tagging Securities. At the closing of such Sale, each of the Preferred Tagging Stockholders shall deliver (A) all documents required to be executed in connection with such Private Sale and (B) the certificates for the Tagging Securities being sold to the purchaser(s) thereof against receipt of the purchase price therefor paid by certified or bank check or wire transfer. (iii) In lieu of the transferee(s) purchasing the Tagging Securities pursuant to this Section 3(a), (A) the Company may, at its sole option, elect to redeem such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a) and/or (B) the Common Selling Stockholder may elect to purchase such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a). Any such redemption by the Company or purchase by the Common Selling Stockholder shall be completed prior to or simultaneously with the proposed Sale. (iv) If a Preferred Tagging Stockholder properly exercises its tag-along rights under this Section 3(a) and the Tagging Securities are not (A) purchased by the purchaser of the Offered Securities, (B) redeemed by the Company or (C) purchased by the Common Selling Stockholder, then the Common Selling Stockholder shall not be permitted to consummate the proposed Sale of the Common Securities, and any such attempted Sale shall be null and void. (v) Any notice given by a Preferred Tagging Stockholder in which it elects to exercise its tag-along rights provided in this Section 3(a) shall be irrevocable and shall constitute a binding agreement to sell (to either the proposed transferee(s) or the Common Selling Stockholder, as the case may be) or submit for redemption to the Company such Tagging Securities as are included therein on the terms and conditions applicable to such sale or redemption.

Private Sales. If a Party (ithe "Selling Party") If, at any time after the date of this Agreement, a Stockholder desires intends to sell any of its shares of Company capital stock (or otherwise transfer, directly securities exercisable or indirectly, through a Derivatives Transaction exchangeable for or otherwise, convertible into shares of Company capital stock) in a Private Sale all or any portion of such Stockholder’s Common Securities private transaction (a “Common Selling Stockholder”other than to an Affiliate), then each holder of Preferred Securities the Selling Party shall have the right to participate in the proposed Private Sale by such Common Selling Stockholder as provided in this Section 3(a). The Common Selling Stockholder shall give send written notice (the “Tag-Along "Sale Notice”") of such intent to each holder of Preferred Securities of each proposed Private Sale of such Common Securities at least ten (10) days prior to the proposed effective date of such Private Saleother Party. The Tag-Along Sale Notice shall set forth include the terms and conditions following information: (a) the type of Company capital stock or other securities the Private Sale, including the number of Common Securities that the Common Selling Stockholder proposes Party intends to sell sell; (the “Offered Securities”), the proposed timing of such Private Sale, the consideration to be paid for the Offered Securities, the identity of the proposed purchaser, and all other material terms and conditions of the Private Sale, including the proposed form of written agreement, if any. Each holder of Preferred Securities shall have the right to sell to such transferee(s) a portion of its Preferred Securities equal to the product of (Ab) the number of Preferred Securities shares or other securities the Selling Party intends to sell; (c) the proposed sale price per share or per security, as applicable, and (d) any other material terms of the offer. The other Parties shall have two (2) business days after receipt of the Sale Notice (the "Election Period") to elect to purchase the capital stock or other securities that are the subject of the Sale Notice by giving the Selling Party written notice thereof within the Election Period, in which case the Selling Party and the Party (or Parties) so electing to purchase shall complete such sale within five (5) business days on the terms set forth in the Sale Notice. If more than one Party elects to purchase the capital stock or other securities set forth in the Sale Notice, then such shares or securities shall be allocated among the Parties so electing to purchase pro rata in proportion to their respective holdings of Company Common Stock (calculated assuming the exercise of all rights, options and warrants to purchase Common Stock or securities convertible or exchangeable for shares of Common Stock, and the conversion or exchange of all securities convertible or exchangeable for Common Stock held by such Stockholder Parties so electing to purchase). If none of the Parties provides written notice so electing to purchase within the Election Period, then the Selling Party may sell the capital stock or other securities that are the subject of the Sale Notice on terms no less favorable to the Sellng Party than those set forth in the Sale Notice to any third party within 10 business days of the date of the Sale Notice; provided, however, that any sale of shares of Company capital stock (or securities exercisable or exchangeble for or convertible into shares of Company capital stock) to a party that is not a party to this Agreement shall have as a condition to such sale that such party shall become a Party to this Agreement. For purposes of Sections 2.1(a)(iv) and 2.1(b)(ii), the purchasing party's holdings (Bif such party was not a party to the Securities Purchase Agreement) a fraction (1) with respect to the numerator shares of which capital stock or other securities it purchases shall be the number of Offered Securities, and (2) the denominator of which shall be the total number of Common Securities held as of the date of this Agreement by the holders of Preferred Securities, including the Common Selling Stockholder participating in such Sale (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by such holder of Preferred Securities and the Common Selling Stockholder subsequent to the date of this Agreement). The price per share of Series A Preferred Stock to be paid by such transferee(s) shall be equal to one hundred (100) times the price to be paid by such transferee(s) for each share shares of Common Stock (subject calculated assuming the exercise of all rights, options and warrants to equitable adjustment purchase Common Stock or securities convertible or exchangeable for stock splitsshares of Common Stock, combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment is made to the conversion or exchange of all securities convertible or exchangeable for Common Stock). The price per share of Series C Preferred Stock to be paid by such transferee(s) shall be equal to (X) the Conversion Shares (as defined purchased 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 price to be paid by such transferee(s) for each share of Common Stock (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). The price per share of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock to be paid by such transferee(s) shall be equal to the Conversion Rate (as defined in the Series E Certificate of Designation) times the price to be paid by such transferee(s) for each share of Common Stock (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)sale. (ii) Each holder of Preferred Securities that desires to exercise the tag-along rights to participate in the proposed Private Sale as provided in Section 2(a) (a “Preferred Tagging Stockholder” and, collectively, the “Preferred Tagging Stockholders”) must exercise such tag-along rights within ten (10) days after its receipt of the Tag-Along Notice, by delivery of a written notice to the Common Selling Stockholder, with a copy to the Company, indicating the desire of such Preferred Tagging Stockholder to exercise its rights and specifying the number and series of Preferred Securities (the “Tagging Securities”) it wishes to sell. The Tagging Securities shall be in the same proportion of Shares and Warrants as the Offered Securities. The number of Common Securities that the Common Selling Stockholder may sell pursuant to this Section 3 shall be reduced by the equivalent amount of the Tagging Securities, unless (A) the transferee(s) have indicated their willingness to buy all of the Common Securities and Preferred Securities that the Common Selling Stockholder and Preferred Tagging Stockholders desire to sell, (B) the Company, at its sole option, elects to redeem such Tagging Securities or (C) the Common Selling Stockholder elects to purchase such Tagging Securities. At the closing of such Sale, each of the Preferred Tagging Stockholders shall deliver (A) all documents required to be executed in connection with such Private Sale and (B) the certificates for the Tagging Securities being sold to the purchaser(s) thereof against receipt of the purchase price therefor paid by certified or bank check or wire transfer. (iii) In lieu of the transferee(s) purchasing the Tagging Securities pursuant to this Section 3(a), (A) the Company may, at its sole option, elect to redeem such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a) and/or (B) the Common Selling Stockholder may elect to purchase such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a). Any such redemption by the Company or purchase by the Common Selling Stockholder shall be completed prior to or simultaneously with the proposed Sale. (iv) If a Preferred Tagging Stockholder properly exercises its tag-along rights under this Section 3(a) and the Tagging Securities are not (A) purchased by the purchaser of the Offered Securities, (B) redeemed by the Company or (C) purchased by the Common Selling Stockholder, then the Common Selling Stockholder shall not be permitted to consummate the proposed Sale of the Common Securities, and any such attempted Sale shall be null and void. (v) Any notice given by a Preferred Tagging Stockholder in which it elects to exercise its tag-along rights provided in this Section 3(a) shall be irrevocable and shall constitute a binding agreement to sell (to either the proposed transferee(s) or the Common Selling Stockholder, as the case may be) or submit for redemption to the Company such Tagging Securities as are included therein on the terms and conditions applicable to such sale or redemption.

Private Sales. (i) If, at any time after the date of this Agreement, a Stockholder desires to sell or otherwise transfer, directly or indirectly, through a Derivatives Transaction or otherwise, in a Private Sale all or any portion of such Stockholder’s Common Securities (a “Common Selling Stockholder”), then each holder of Preferred Securities shall have the right to participate in the proposed Private Sale by such Common Selling Stockholder as provided in this Section 3(a). The Common Selling Stockholder shall give written notice (the “Tag-Along Notice”) to each holder of Preferred Securities of each proposed Private Sale of such Common Securities at least ten (10) days prior to the proposed effective date of such Private Sale. The Tag-Along Notice shall set forth the terms and conditions of the Private Sale, including the number of Common Securities that the Common Selling Stockholder proposes to sell (the “Offered Securities”), the proposed timing of such Private Sale, the consideration to be paid for the Offered Securities, the identity of the proposed purchaser, and all other material terms and conditions of the Private Sale, including the proposed form of written agreement, if any. Each holder of Preferred Securities shall have the right to sell to such transferee(s) a portion of its Preferred Securities equal to the product of (A) the number of Preferred Securities then held by such Stockholder and (B) a fraction (1) the numerator of which shall be the number of Offered Securities, and (2) the denominator of which shall be the total number of Common Securities held as of the date of this Agreement by the holders of Preferred Securities, including the Common Selling Stockholder participating in such Sale (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by such holder of Preferred Securities and the Common Selling Stockholder subsequent to the date of this Agreement). The price per share of Series A Preferred Stock to be paid by such transferee(s) shall be equal to one hundred (100) times the price to be paid by such transferee(s) for each share of Common Stock (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 price per share of Series C Preferred Stock to be paid by such transferee(s) 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 price to be paid by such transferee(s) for each share of Common Stock (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). The price per share of Series E Preferred Stock, Series E-1 D Preferred Stock and Series E-2 D-1 Preferred Stock to be paid by such transferee(s) shall be equal to the Conversion Rate (as defined in the Series E D Certificate of Designation) times the price to be paid by such transferee(s) for each share of Common Stock (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 D Preferred Stock or Series E-2 D-1 Preferred Stock, as applicable, where no corresponding adjustment is made to the Common Stock). (ii) Each holder of Preferred Securities that desires to exercise the tag-along rights to participate in the proposed Private Sale as provided in Section 2(a) (a “Preferred Tagging Stockholder” and, collectively, the “Preferred Tagging Stockholders”) must exercise such tag-along rights within ten (10) days after its receipt of the Tag-Along Notice, by delivery of a written notice to the Common Selling Stockholder, with a copy to the Company, indicating the desire of such Preferred Tagging Stockholder to exercise its rights and specifying the number and series of Preferred Securities (the “Tagging Securities”) it wishes to sell. The Tagging Securities shall be in the same proportion of Shares and Warrants as the Offered Securities. The number of Common Securities that the Common Selling Stockholder may sell pursuant to this Section 3 shall be reduced by the equivalent amount of the Tagging Securities, unless (A) the transferee(s) have indicated their willingness to buy all of the Common Securities and Preferred Securities that the Common Selling Stockholder and Preferred Tagging Stockholders desire to sell, (B) the Company, at its sole option, elects to redeem such Tagging Securities or (C) the Common Selling Stockholder elects to purchase such Tagging Securities. At the closing of such Sale, each of the Preferred Tagging Stockholders shall deliver (A) all documents required to be executed in connection with such Private Sale and (B) the certificates for the Tagging Securities being sold to the purchaser(s) thereof against receipt of the purchase price therefor paid by certified or bank check or wire transfer. (iii) In lieu of the transferee(s) purchasing the Tagging Securities pursuant to this Section 3(a), (A) the Company may, at its sole option, elect to redeem such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a) and/or (B) the Common Selling Stockholder may elect to purchase such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a). Any such redemption by the Company or purchase by the Common Selling Stockholder shall be completed prior to or simultaneously with the proposed Sale. (iv) If a Preferred Tagging Stockholder properly exercises its tag-along rights under this Section 3(a) and the Tagging Securities are not (A) purchased by the purchaser of the Offered Securities, (B) redeemed by the Company or (C) purchased by the Common Selling Stockholder, then the Common Selling Stockholder shall not be permitted to consummate the proposed Sale of the Common Securities, and any such attempted Sale shall be null and void. (v) Any notice given by a Preferred Tagging Stockholder in which it elects to exercise its tag-along rights provided in this Section 3(a) shall be irrevocable and shall constitute a binding agreement to sell (to either the proposed transferee(s) or the Common Selling Stockholder, as the case may be) or submit for redemption to the Company such Tagging Securities as are included therein on the terms and conditions applicable to such sale or redemption.

Private Sales. If a Party (ithe “Selling Party”) If, at any time after the date of this Agreement, a Stockholder desires intends to sell any of its shares of Series D Preferred Stock or otherwise transfer, directly Subject Common Stock (or indirectly, through a Derivatives Transaction securities exercisable or otherwise, exchangeable for or convertible into shares of Series D Preferred Stock or Subject Common Stock) in a Private Sale all or any portion of such Stockholder’s Common Securities private transaction (a “Common Selling Stockholder”other than to an Affiliate), then each holder of Preferred Securities the Selling Party shall have the right to participate in the proposed Private Sale by such Common Selling Stockholder as provided in this Section 3(a). The Common Selling Stockholder shall give send written notice (the “Tag-Along Sale Notice”) of such intent to each holder of Preferred Securities of each proposed Private Sale of such Common Securities at least ten (10) days prior to the proposed effective date of such Private Saleother Party. The Tag-Along Sale Notice shall set forth include the terms and conditions following information: (a) the type of Company capital stock or other securities the Private Sale, including the number of Common Securities that the Common Selling Stockholder proposes Party intends to sell sell; (the “Offered Securities”), the proposed timing of such Private Sale, the consideration to be paid for the Offered Securities, the identity of the proposed purchaser, and all other material terms and conditions of the Private Sale, including the proposed form of written agreement, if any. Each holder of Preferred Securities shall have the right to sell to such transferee(s) a portion of its Preferred Securities equal to the product of (Ab) the number of Preferred Securities shares or other securities the Selling Party intends to sell; (c) the proposed sale price per share or per security, as applicable, and (d) any other material terms of the offer. The other Parties shall have two (2) business days after receipt of the Sale Notice (the “Election Period”) to elect to purchase the capital stock or other securities that are the subject of the Sale Notice by giving the Selling Party written notice thereof within the Election Period, in which case the Selling Party and the Party (or Parties) so electing to purchase shall complete such sale within five (5) business days on the terms set forth in the Sale Notice. If more than one Party elects to purchase the capital stock or other securities set forth in the Sale Notice, then such shares or securities shall be allocated among the Parties so electing to purchase pro rata in proportion to their respective holdings of Subject Common Stock (calculated assuming the exercise of all rights, options and warrants to purchase Subject Common Stock or securities convertible or exchangeable for shares of Subject Common Stock, and the conversion or exchange of all securities convertible or exchangeable for Subject Common Stock held by such Stockholder Parties so electing to purchase). If none of the Parties provides written notice so electing to purchase within the Election Period, then the Selling Party may sell the capital stock or other securities that are the subject of the Sale Notice on terms no less favorable to the Selling Party than those set forth in the Sale Notice to any third party within 10 business days of the date of the Sale Notice; provided, however, that any sale of shares of Series D Preferred Stock or Subject Common Stock (or securities exercisable or exchangeble for or convertible into shares of Series D Preferred Stock or Subject Common Stock) to a party that is not a party to this Agreement shall have as a condition to such sale that such party shall become a party to and bound by this Agreement. For purposes of Sections 2.1(a)(iv) and 2.1(b)(ii), the purchasing party’s holdings (Bif such party was not a party to the Securities Purchase Agreement) a fraction (1) with respect to the numerator shares of which capital stock or other securities it purchases shall be the number of Offered Securities, and (2) the denominator shares of which shall be the total number of Common Securities held as of the date of this Agreement by the holders of Preferred Securities, including the Common Selling Stockholder participating in such Sale (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by such holder of Preferred Securities and the Common Selling Stockholder subsequent to the date of this Agreement). The price per share of Series A Preferred Stock to be paid by such transferee(s) shall be equal to one hundred (100) times the price to be paid by such transferee(s) for each share of Subject Common Stock (subject calculated assuming the exercise of all rights, options and warrants to equitable adjustment purchase Subject Common Stock or securities convertible or exchangeable for stock splitsshares of Subject Common Stock, combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment is made to the conversion or exchange of all securities convertible or exchangeable for Subject Common Stock). The price per share of Series C Preferred Stock to be paid by such transferee(s) shall be equal to (X) the Conversion Shares (as defined purchased 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 price to be paid by such transferee(s) for each share of Common Stock (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). The price per share of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock to be paid by such transferee(s) shall be equal to the Conversion Rate (as defined in the Series E Certificate of Designation) times the price to be paid by such transferee(s) for each share of Common Stock (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)sale. (ii) Each holder of Preferred Securities that desires to exercise the tag-along rights to participate in the proposed Private Sale as provided in Section 2(a) (a “Preferred Tagging Stockholder” and, collectively, the “Preferred Tagging Stockholders”) must exercise such tag-along rights within ten (10) days after its receipt of the Tag-Along Notice, by delivery of a written notice to the Common Selling Stockholder, with a copy to the Company, indicating the desire of such Preferred Tagging Stockholder to exercise its rights and specifying the number and series of Preferred Securities (the “Tagging Securities”) it wishes to sell. The Tagging Securities shall be in the same proportion of Shares and Warrants as the Offered Securities. The number of Common Securities that the Common Selling Stockholder may sell pursuant to this Section 3 shall be reduced by the equivalent amount of the Tagging Securities, unless (A) the transferee(s) have indicated their willingness to buy all of the Common Securities and Preferred Securities that the Common Selling Stockholder and Preferred Tagging Stockholders desire to sell, (B) the Company, at its sole option, elects to redeem such Tagging Securities or (C) the Common Selling Stockholder elects to purchase such Tagging Securities. At the closing of such Sale, each of the Preferred Tagging Stockholders shall deliver (A) all documents required to be executed in connection with such Private Sale and (B) the certificates for the Tagging Securities being sold to the purchaser(s) thereof against receipt of the purchase price therefor paid by certified or bank check or wire transfer. (iii) In lieu of the transferee(s) purchasing the Tagging Securities pursuant to this Section 3(a), (A) the Company may, at its sole option, elect to redeem such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a) and/or (B) the Common Selling Stockholder may elect to purchase such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a). Any such redemption by the Company or purchase by the Common Selling Stockholder shall be completed prior to or simultaneously with the proposed Sale. (iv) If a Preferred Tagging Stockholder properly exercises its tag-along rights under this Section 3(a) and the Tagging Securities are not (A) purchased by the purchaser of the Offered Securities, (B) redeemed by the Company or (C) purchased by the Common Selling Stockholder, then the Common Selling Stockholder shall not be permitted to consummate the proposed Sale of the Common Securities, and any such attempted Sale shall be null and void. (v) Any notice given by a Preferred Tagging Stockholder in which it elects to exercise its tag-along rights provided in this Section 3(a) shall be irrevocable and shall constitute a binding agreement to sell (to either the proposed transferee(s) or the Common Selling Stockholder, as the case may be) or submit for redemption to the Company such Tagging Securities as are included therein on the terms and conditions applicable to such sale or redemption.

Private Sales. If a Party (ithe "Selling Party") If, at any time after the date of this Agreement, a Stockholder desires intends to sell any of its shares of Series D Preferred Stock or otherwise transfer, directly Subject Common Stock (or indirectly, through a Derivatives Transaction securities exercisable or otherwise, exchangeable for or convertible into shares of Series D Preferred Stock or Subject Common Stock) in a Private Sale all or any portion of such Stockholder’s Common Securities private transaction (a “Common Selling Stockholder”other than to an Affiliate), then each holder of Preferred Securities the Selling Party shall have the right to participate in the proposed Private Sale by such Common Selling Stockholder as provided in this Section 3(a). The Common Selling Stockholder shall give send written notice (the “Tag-Along "Sale Notice”") of such intent to each holder of Preferred Securities of each proposed Private Sale of such Common Securities at least ten (10) days prior to the proposed effective date of such Private Saleother Party. The Tag-Along Sale Notice shall set forth include the terms and conditions following information: (a) the type of Company capital stock or other securities the Private Sale, including the number of Common Securities that the Common Selling Stockholder proposes Party intends to sell sell; (the “Offered Securities”), the proposed timing of such Private Sale, the consideration to be paid for the Offered Securities, the identity of the proposed purchaser, and all other material terms and conditions of the Private Sale, including the proposed form of written agreement, if any. Each holder of Preferred Securities shall have the right to sell to such transferee(s) a portion of its Preferred Securities equal to the product of (Ab) the number of Preferred Securities shares or other securities the Selling Party intends to sell; (c) the proposed sale price per share or per security, as applicable, and (d) any other material terms of the offer. The other Parties shall have two (2) business days after receipt of the Sale Notice (the "Election Period") to elect to purchase the capital stock or other securities that are the subject of the Sale Notice by giving the Selling Party written notice thereof within the Election Period, in which case the Selling Party and the Party (or Parties) so electing to purchase shall complete such sale within five (5) business days on the terms set forth in the Sale Notice. If more than one Party elects to purchase the capital stock or other securities set forth in the Sale Notice, then such shares or securities shall be allocated among the Parties so electing to purchase pro rata in proportion to their respective holdings of Subject Common Stock (calculated assuming the exercise of all rights, options and warrants to purchase Subject Common Stock or securities convertible or exchangeable for shares of Subject Common Stock, and the conversion or exchange of all securities convertible or exchangeable for Subject Common Stock held by such Stockholder Parties so electing to purchase). If none of the Parties provides written notice so electing to purchase within the Election Period, then the Selling Party may sell the capital stock or other securities that are the subject of the Sale Notice on terms no less favorable to the Selling Party than those set forth in the Sale Notice to any third party within 10 business days of the date of the Sale Notice; provided, however, that any sale of shares of Series D Preferred Stock or Subject Common Stock (or securities exercisable or exchangeble for or convertible into shares of Series D Preferred Stock or Subject Common Stock) to a party that is not a party to this Agreement shall have as a condition to such sale that such party shall become a party to and bound by this Agreement. For purposes of Sections 2.1(a)(iv) and 2.1(b)(ii), the purchasing party's holdings (Bif such party was not a party to the Securities Purchase Agreement) a fraction (1) with respect to the numerator shares of which capital stock or other securities it purchases shall be the number of Offered Securities, and (2) the denominator shares of which shall be the total number of Common Securities held as of the date of this Agreement by the holders of Preferred Securities, including the Common Selling Stockholder participating in such Sale (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by such holder of Preferred Securities and the Common Selling Stockholder subsequent to the date of this Agreement). The price per share of Series A Preferred Stock to be paid by such transferee(s) shall be equal to one hundred (100) times the price to be paid by such transferee(s) for each share of Subject Common Stock (subject calculated assuming the exercise of all rights, options and warrants to equitable adjustment purchase Subject Common Stock or securities convertible or exchangeable for stock splitsshares of Subject Common Stock, combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment is made to the conversion or exchange of all securities convertible or exchangeable for Subject Common Stock). The price per share of Series C Preferred Stock to be paid by such transferee(s) shall be equal to (X) the Conversion Shares (as defined purchased 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 price to be paid by such transferee(s) for each share of Common Stock (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). The price per share of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock to be paid by such transferee(s) shall be equal to the Conversion Rate (as defined in the Series E Certificate of Designation) times the price to be paid by such transferee(s) for each share of Common Stock (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)sale. (ii) Each holder of Preferred Securities that desires to exercise the tag-along rights to participate in the proposed Private Sale as provided in Section 2(a) (a “Preferred Tagging Stockholder” and, collectively, the “Preferred Tagging Stockholders”) must exercise such tag-along rights within ten (10) days after its receipt of the Tag-Along Notice, by delivery of a written notice to the Common Selling Stockholder, with a copy to the Company, indicating the desire of such Preferred Tagging Stockholder to exercise its rights and specifying the number and series of Preferred Securities (the “Tagging Securities”) it wishes to sell. The Tagging Securities shall be in the same proportion of Shares and Warrants as the Offered Securities. The number of Common Securities that the Common Selling Stockholder may sell pursuant to this Section 3 shall be reduced by the equivalent amount of the Tagging Securities, unless (A) the transferee(s) have indicated their willingness to buy all of the Common Securities and Preferred Securities that the Common Selling Stockholder and Preferred Tagging Stockholders desire to sell, (B) the Company, at its sole option, elects to redeem such Tagging Securities or (C) the Common Selling Stockholder elects to purchase such Tagging Securities. At the closing of such Sale, each of the Preferred Tagging Stockholders shall deliver (A) all documents required to be executed in connection with such Private Sale and (B) the certificates for the Tagging Securities being sold to the purchaser(s) thereof against receipt of the purchase price therefor paid by certified or bank check or wire transfer. (iii) In lieu of the transferee(s) purchasing the Tagging Securities pursuant to this Section 3(a), (A) the Company may, at its sole option, elect to redeem such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a) and/or (B) the Common Selling Stockholder may elect to purchase such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a). Any such redemption by the Company or purchase by the Common Selling Stockholder shall be completed prior to or simultaneously with the proposed Sale. (iv) If a Preferred Tagging Stockholder properly exercises its tag-along rights under this Section 3(a) and the Tagging Securities are not (A) purchased by the purchaser of the Offered Securities, (B) redeemed by the Company or (C) purchased by the Common Selling Stockholder, then the Common Selling Stockholder shall not be permitted to consummate the proposed Sale of the Common Securities, and any such attempted Sale shall be null and void. (v) Any notice given by a Preferred Tagging Stockholder in which it elects to exercise its tag-along rights provided in this Section 3(a) shall be irrevocable and shall constitute a binding agreement to sell (to either the proposed transferee(s) or the Common Selling Stockholder, as the case may be) or submit for redemption to the Company such Tagging Securities as are included therein on the terms and conditions applicable to such sale or redemption.

Private Sales. (i) If, at any time after the date of this Agreement, a Stockholder desires If Xxxxxxx intends to sell any of his shares of Company capital stock (or otherwise transfer, directly securities exercisable or indirectly, through a Derivatives Transaction exchangeable for or otherwise, convertible into shares of Company capital stock) in a Private Sale all or any portion of such Stockholder’s Common Securities private transaction (a “Common Selling Stockholder”other than to an Affiliate), then each holder of Preferred Securities he shall have the right to participate in the proposed Private Sale by such Common Selling Stockholder as provided in this Section 3(a). The Common Selling Stockholder shall give send written notice (the “Tag-Along Notice”"SALE NOTICE") of such intent to each holder of Preferred Securities of each proposed Private Sale of such Common Securities at least ten (10) days prior to the proposed effective date of such Private SaleSpecified Investors. The Tag-Along Sale Notice shall set forth include the terms and conditions following information: (a) the type of the Private Sale, including the number of Common Securities that the Common Selling Stockholder proposes Company capital stock or other securities Xxxxxxx intends to sell sell; (the “Offered Securities”), the proposed timing of such Private Sale, the consideration to be paid for the Offered Securities, the identity of the proposed purchaser, and all other material terms and conditions of the Private Sale, including the proposed form of written agreement, if any. Each holder of Preferred Securities shall have the right to sell to such transferee(s) a portion of its Preferred Securities equal to the product of (Ab) the number of Preferred Securities shares or other securities Xxxxxxx intends to sell; (c) the proposed sale price per share or per security, as applicable; and (d) any other material terms of the offer. Each of the Specified Investors shall have two (2) business days after receipt of the Sale Notice (the "ELECTION PERIOD") to elect to purchase the capital stock or other securities that are the subject of the Sale Notice by giving Xxxxxxx written notice thereof within the Election Period, in which case the Specified Investor(s) so electing to purchase shall complete such sale within five (5) business days on the terms set forth in the Sale Notice. If more than one Specified Investor elects to purchase the capital stock or other securities set forth in the Sale Notice, then such shares or securities shall be allocated among the Specified Investors so electing to purchase pro rata in proportion to their respective holdings of Company Common Stock (calculated assuming the exercise of all rights, options and warrants to purchase Common Stock or securities convertible or exchangeable for shares of Common Stock, and the conversion or exchange of all securities convertible or exchangeable for Common Stock held by such Stockholder and (B) a fraction (1) Specified Investors so electing to purchase). If none of the numerator Specified Investors provides written notice so electing to purchase within the Election Period, then Xxxxxxx may sell the capital stock or other securities that are the subject of which shall be the number of Offered Securities, and (2) Sale Notice on terms no less favorable to Xxxxxxx than those set forth in the denominator of which shall be the total number of Common Securities held as Sale Notice to any third party within 10 business days of the date of this Agreement by the holders of Preferred SecuritiesSale Notice; PROVIDED, including the Common Selling Stockholder participating in such Sale (as adjusted for stock splitsHOWEVER, combinations and the like and as reduced by that any Sales previously made by such holder of Preferred Securities and the Common Selling Stockholder subsequent to the date of this Agreement). The price per share of Series A Preferred Stock to be paid by such transferee(s) shall be equal to one hundred (100) times the price to be paid by such transferee(s) for each share of Common Stock (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 price per share of Series C Preferred Stock to be paid by such transferee(s) shall be equal to (X) the Conversion Shares (as defined in the Series C Certificate of Designation) divided by the number sale of shares of Series C Preferred Stock issued and outstanding as Company capital stock (or securities exercisable or exchangeble for or convertible into shares of the Series C Original Issue Date (as defined in the Series C Certificate of DesignationCompany capital stock) times (Y) the price to be paid by such transferee(s) for each share of Common Stock (subject to equitable adjustment for stock splits, combinations and the like a party that are made with respect to the Series C Preferred Stock where no corresponding adjustment is made to the Common Stock). The price per share of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock to be paid by such transferee(s) shall be equal to the Conversion Rate (as defined in the Series E Certificate of Designation) times the price to be paid by such transferee(s) for each share of Common Stock (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). (ii) Each holder of Preferred Securities that desires to exercise the tag-along rights to participate in the proposed Private Sale as provided in Section 2(a) (not a “Preferred Tagging Stockholder” and, collectively, the “Preferred Tagging Stockholders”) must exercise such tag-along rights within ten (10) days after its receipt of the Tag-Along Notice, by delivery of a written notice to the Common Selling Stockholder, with a copy to the Company, indicating the desire of such Preferred Tagging Stockholder to exercise its rights and specifying the number and series of Preferred Securities (the “Tagging Securities”) it wishes to sell. The Tagging Securities shall be in the same proportion of Shares and Warrants as the Offered Securities. The number of Common Securities that the Common Selling Stockholder may sell pursuant party to this Section 3 shall be reduced by the equivalent amount of the Tagging Securities, unless (A) the transferee(s) have indicated their willingness to buy all of the Common Securities and Preferred Securities that the Common Selling Stockholder and Preferred Tagging Stockholders desire to sell, (B) the Company, at its sole option, elects to redeem such Tagging Securities Agreement or (C) the Common Selling Stockholder elects to purchase such Tagging Securities. At the closing of such Sale, each of the Preferred Tagging Stockholders shall deliver (A) all documents required to be executed in connection a similar agreement with such Private Sale and (B) the certificates for the Tagging Securities being sold to the purchaser(s) thereof against receipt of the purchase price therefor paid by certified or bank check or wire transfer. (iii) In lieu of the transferee(s) purchasing the Tagging Securities pursuant to this Section 3(a), (A) the Company may, at its sole option, elect to redeem such Tagging Securities at and/or the same price per share Specified Investors shall have as such transferee(s) would have paid pursuant to the provisions of Section 3(a) and/or (B) the Common Selling Stockholder may elect to purchase such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a). Any such redemption by the Company or purchase by the Common Selling Stockholder shall be completed prior to or simultaneously with the proposed Sale. (iv) If a Preferred Tagging Stockholder properly exercises its tag-along rights under this Section 3(a) and the Tagging Securities are not (A) purchased by the purchaser of the Offered Securities, (B) redeemed by the Company or (C) purchased by the Common Selling Stockholder, then the Common Selling Stockholder shall not be permitted to consummate the proposed Sale of the Common Securities, and any such attempted Sale shall be null and void. (v) Any notice given by a Preferred Tagging Stockholder in which it elects to exercise its tag-along rights provided in this Section 3(a) shall be irrevocable and shall constitute a binding agreement to sell (to either the proposed transferee(s) or the Common Selling Stockholder, as the case may be) or submit for redemption to the Company such Tagging Securities as are included therein on the terms and conditions applicable condition to such sale that such party shall become a party to this Agreement or redemption.such a

Private 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 Private Sale all or any portion of such Selling Stockholder’s Common Securities (a “Common Selling Stockholder”), then each holder of Preferred Securities UBS shall have the right to participate in the proposed Private Sale by such Common Selling Stockholder as provided in this Section 3(a). The Common Selling Stockholder shall give written notice (the “Tag-Along Notice”) to each holder of Preferred Securities UBS of each proposed Private Sale of such Common Securities at least ten (10) days prior to the proposed effective date of such Private Sale. The Tag-Along Notice shall set forth the terms and conditions of the Private Sale, including the number of Common Securities that the Common Selling Stockholder proposes to sell (the “Offered Securities”), the proposed timing of such the Private Sale, the consideration to be paid for the Offered Securities, the identity of the proposed purchaser, and all other material terms and conditions of the Private Sale, including the proposed form of written agreement, if any. Each holder of Preferred Securities UBS shall have the right to sell to such transferee(s) a portion of its Preferred Series A Securities equal to the product of (A) the number of Preferred Series A Securities then held by such Stockholder UBS and (B) a fraction (1) the numerator of which shall be the number of Offered Securities, and (2) the denominator of which shall be the total number of Common Securities held as of the date of this Agreement by the holders of Preferred Securities, including the Common Selling Stockholder Stockholder(s) participating in such Sale (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by such holder of Preferred Securities and the Common Selling Stockholder Stockholder(s) subsequent to the date of this Agreement). The price per share of Series A Preferred Stock to be paid by such transferee(s) shall be equal to one hundred (100) times the price to be paid by such transferee(s) for each share of Common Stock (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 price per share of Series C Preferred Stock to be paid by such transferee(s) 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 price to be paid by such transferee(s) for each share of Common Stock (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). The price per share of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock to be paid by such transferee(s) shall be equal to the Conversion Rate (as defined in the Series E Certificate of Designation) times the price to be paid by such transferee(s) for each share of Common Stock (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). (ii) Each holder of Preferred Securities that desires to exercise the The tag-along rights to participate in the proposed Private Sale as provided in this Section 2(a) (a “Preferred Tagging Stockholder” and, collectively, the “Preferred Tagging Stockholders”3(a) must exercise such tag-along rights be exercised by UBS within ten (10) days after its receipt of the Tag-Along Notice, by delivery of a written notice to the Common Selling Stockholder, with a copy to the Company, indicating the UBS’ desire of such Preferred Tagging Stockholder to exercise its rights and specifying the number and series of Preferred Series A Securities (the “Tagging Securities”) it wishes to sell. The Tagging Securities shall be in the same proportion of Shares and Warrants as the Offered Securities. The number of Common Securities that the Common Selling Stockholder may sell pursuant to this Section 3 shall be reduced by the equivalent amount of the Tagging Securities, unless (A) the transferee(s) have indicated their willingness to buy all of the Common Securities and Preferred Series A Securities that the Common Selling Stockholder and Preferred Tagging Stockholders UBS desire to sell, (B) the Company, at its sole option, elects to redeem such Tagging Securities or (C) the Common Selling Stockholder elects to purchase such Tagging Securities. At the closing of such Sale, each of the Preferred Tagging Stockholders UBS shall deliver (A) all documents required to be executed in connection with such Private Sale and (B) the certificates for the Tagging Series A Securities being sold to the purchaser(s) thereof against receipt of the purchase price therefor paid by certified or bank check or wire transfer. (iii) In lieu of the transferee(s) purchasing the Tagging Securities pursuant to this Section 3(a), (A) the Company may, at its sole option, elect to redeem such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a) and/or (B) the Common Selling Stockholder may elect to purchase such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a). Any such redemption by the Company or purchase by the Common Selling Stockholder shall be completed prior to or simultaneously with the proposed Sale. (iv) If a Preferred Tagging Stockholder UBS properly exercises its tag-along rights under this Section 3(a) and the Tagging Securities are not (A) purchased by the purchaser of the Offered Securities, (B) redeemed by the Company or (C) purchased by the Common Selling Stockholder, then the Common Selling Stockholder shall not be permitted to consummate the proposed Sale of the Common Securities, and any such attempted Sale shall be null and void. (v) Any notice given by a Preferred Tagging Stockholder UBS in which it elects to exercise its tag-along rights provided in this Section 3(a) shall be irrevocable and shall constitute a binding agreement to sell (to either the proposed transferee(s) or the Common Selling Stockholder, as the case may be) or submit for redemption to the Company such Tagging Securities as are included therein on the terms and conditions applicable to such sale or redemption.