Common use of Right of First Offer and Tag Clause in Contracts

Right of First Offer and Tag. Along Right In the event any securityholder proposes to transfer Equity Securities prior to an IPO, other than to a Permitted Transferee, then first the Company and then Xxxxxxx (so long as it holds at least 5% of the outstanding shares of Common Stock (on a fully-diluted basis)) and STG (on a pro rata basis, together with their respective Permitted Transferees) will have: • a right of first offer to purchase all, but not less than all, of such Equity Securities proposed to be Transferred; and • if the Company and Xxxxxxx and STG (together with their respective Permitted Transferees) do not exercise the Right of First Offer with respect to all offered Equity Securities, a Tag-Along Right (together with the other stockholders) to participate in such Transfer on the same terms and conditions as the proposing stockholder.