Common use of Right to Participate in Sale Clause in Contracts

Right to Participate in Sale. At least twenty (20) days prior to the consummation of any sale subject to this Section 2 (the "Notice Period"), the Selling Investors shall notify in writing the Company (which writing shall also be signed by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, of the number of shares of Common Stock and the terms and conditions (collectively, the "Offering Terms") upon which the Proposed Purchaser has offered to purchase shares of Common Stock (the "Purchase Notice"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and on the same Offering Terms as those offered to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and Co-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers") shall have the right to sell that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock covered by the Purchase Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock then owned by such Participating Sellers and the denominator of which is the number of shares of Common Stock then owned in the aggregate by all Participating Sellers. To the extent that any Participating Seller elects to sell less than the full number of shares of Common Stock which such Participating Seller is entitled to sell as determined pursuant to the previous sentence, each other Participating Seller's rights to participate in the sale shall be increased pro rata based on the number of shares of Common Stock then owned by such Participating Seller. (b) If a Co-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by the Co-Seller and stating the maximum number of shares the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt of the Purchase Notice. (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms shall be the most favorable of the terms offered by the Proposed Purchaser to any Selling Investor.

Right to Participate in Sale. At least twenty If Parent enters into an agreement to transfer, sell or otherwise dispose of (20such transfer, sale or other disposition being referred to as a “Tag-Along Sale”) days prior a majority of its shares of Common Stock of the Company held on the date hereof to a Third Party, then Parent shall afford the consummation of any sale subject Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 2 2(c). The Holder shall have the right, but not the obligation (except as provided in Section 2(b)), to participate in such Tag-Along Sale with respect to their Purchased Shares and Restricted Shares for which the restriction on Transfer have previously lapsed pursuant to Section 1(b) (collectively the “Eligible Stock”). The number of shares of Common Stock that the Holder will be entitled to include in such Tag-Along Sale (the "Notice Period"“Management Investor’s Allotment”) shall be determined by multiplying (i) the number of shares of Eligible Stock held by the Holder on the Tag-Along Sale Date (as defined below), by (ii) a fraction, the Selling Investors numerator or which shall notify in writing the Company (which writing shall also be signed by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, of equal the number of shares of Common Stock proposed by Parent to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the terms and conditions (collectively, denominator of which shall equal the "Offering Terms") upon which the Proposed Purchaser has offered to purchase shares of Common Stock (the "Purchase Notice"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and on the same Offering Terms as those offered to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and Co-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers") shall have the right to sell that total number of shares of Common Stock equal to the product obtained that are beneficially owned by multiplying (ia) the aggregate number Parent and (b) any holder of shares of Common Stock covered by (including the Purchase Notice by (iiHolder) a fraction that has the numerator of which is the number of shares of Common Stock then owned by such Participating Sellers and the denominator of which is the number of shares of Common Stock then owned right to “tag-along” in the aggregate by all Participating Sellers. To the extent that any Participating Seller elects to sell less than the full number of shares of Common Stock which such Participating Seller is entitled to sell as determined pursuant to the previous sentence, each other Participating Seller's rights to participate in the sale shall be increased pro rata based Tag-Along Sale on the number of shares of Common Stock then owned by such Participating Seller. (b) If a CoTag-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by the Co-Seller and stating the maximum number of shares the Co-Seller desires to sellAlong Sale Date. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt of the Purchase Notice. (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms The “Tag Along Notice Date” shall be the most favorable of date that the terms offered Tag-Along Sale Notice (as defined below) is first delivered, mailed or sent by courier, Telex or telecopy to the Proposed Purchaser to any Selling InvestorHolder.

Right to Participate in Sale. At least twenty Following compliance with ---------------------------- all applicable requirements of this Agreement governing the Transfer of Membership Interests, including the requirements of the Purchase Agreement regarding offering the Membership Interest to CEI, if any Member (20"Selling Member") days prior enters into an agreement to the consummation transfer, sell or otherwise dispose of any portion of its Membership Interest (other than a Transfer of an Economic Interest to an Affiliate or another Member as permitted by Section 7.1) (such transfer, sale subject or other disposition being referred to this Section 2 (the as a "Notice PeriodTag-Along Sale"), the Selling Investors shall notify in writing the Company then each other Member (which writing shall also be signed by the Proposed Purchaser), and the Company shall notify in writing the Co"Tag-Sellers, of the number of shares of Common Stock and the terms and conditions (collectively, the "Offering Terms") upon which the Proposed Purchaser has offered to purchase shares of Common Stock (the "Purchase Notice"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and on the same Offering Terms as those offered to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and Co-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating SellersAlong Member") shall have the right right, but not the obligation, to sell participate in such Tag-Along Sale. The portion of its Membership Interest that number of shares of Common Stock equal each Tag-Along Member will be entitled to include in such Tag-Along Sale (the product obtained "Member's Allotment") shall be determined by multiplying (i) the aggregate number of shares of Common Stock covered Profit Percentage Interest represented by the Purchase Notice Membership Interest proposed to be sold, transferred or otherwise disposed of pursuant to the Tag-Along Sale, by (ii) such Tag-Along Member's Profit Percentage Interest on the day immediately preceding the Tag-Along Notice Date (as defined below). Any sales of any portion of its Membership Interest by a fraction Tag-Along Member as a result of the numerator of which is the number of shares of Common Stock then owned by such Participating Sellers and the denominator of which is the number of shares of Common Stock then owned in the aggregate by all Participating Sellers. To the extent that any Participating Seller elects to sell less than the full number of shares of Common Stock which such Participating Seller is entitled to sell as determined pursuant to the previous sentence, each other Participating Seller's rights to participate in the sale foregoing "Tag-Along Rights" shall be increased pro rata based on the number of shares of Common Stock then owned by such Participating Seller. (b) If a Cosame terms and conditions as the proposed Tag-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed Along Sale by the CoSelling Member. The "Tag-Seller and stating the maximum number of shares the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt of the Purchase Notice. (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms Along Notice Date" shall be the most favorable of date that the terms offered by the Proposed Purchaser Tag-Along Sale Notice (as defined below) is delivered to any Selling InvestorMembers.

Right to Participate in Sale. At least twenty (20) days prior to the consummation Upon receipt of any sale subject to this Section 2 (the "Notice Period")a Tag-Along Sale Notice, the Selling Investors shall notify in writing the Company (which writing shall also be signed by the Proposed Purchaser), and the Company shall notify in writing the Coeach Non-Sellers, of the number of shares of Common Stock and the terms and conditions (collectively, the "Offering Terms") upon which the Proposed Purchaser has offered to purchase shares of Common Stock (the "Purchase Notice"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and on the same Offering Terms as those offered to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and Co-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers") Disposing Stockholder shall have the right to sell to the Buyer (the “Tag-Along Sale”), on the same terms and conditions applicable to the Disposing Tag-Along Stockholder, in lieu of the sale to the Buyer by the Disposing Tag-Along Stockholder, that number of shares of Common Stock the Securities proposed to be sold equal to the product obtained by multiplying (ia) the aggregate number of shares of Common Stock covered such Securities to be sold to the Buyer and (b) the quotient derived by the Purchase Notice by dividing (iii) a fraction the numerator of which is the number of shares of Common Stock then owned held (or deemed to be held) on an as-converted basis by such Participating Sellers and Non-Disposing Stockholder by (ii) the denominator of which is the total number of shares of Common Stock then owned in held (or deemed to be held) on an as-converted basis by each such Non-Disposing Stockholder and the aggregate by all Participating SellersDisposing Tag-Along Stockholder. To the extent that any Participating Seller elects The Non-Disposing Stockholders’ rights to sell less than the full number of shares of Common Stock which such Participating Seller is entitled to sell as determined pursuant to this Section 6 can be exercised by delivery of a written notice to the previous sentence, each other Participating Seller's rights Disposing Tag-Along Stockholder within thirty (30) days following the delivery of the Tag-Along Sale Notice to participate in the Non-Disposing Stockholders of the proposed sale shall be increased pro rata based on to the number of shares of Common Stock then owned by such Participating Seller. (b) If a Co-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed Buyer by the CoDisposing Tag-Seller and stating the maximum number of shares the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt of the Purchase NoticeAlong Stockholder. (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms shall be the most favorable of the terms offered by the Proposed Purchaser to any Selling Investor.

Right to Participate in Sale. At least twenty (20a) days prior Subject to Section 4.6, if any Executive Stockholder or GEI Party (a “Transferring Party”) proposes to Transfer shares of Common Stock (a “Tag-Along Sale”) to a third party that is not a Permitted Transferee and such shares are not acquired pursuant to Section 3.1 or Section 3.2, then the consummation Transferring Party shall afford the relevant Tag-Along Stockholders (as hereinafter defined) the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article IV. “Tag-Along Stockholder” means (i) with respect to any proposed Transfer by an Executive Stockholder, the GEI Parties, GEI Transferees, the other Executive Stockholders and any Executive Transferee to whom tag-along rights were granted in connection with the Transfer of Common Stock to such Executive Transferee and (ii) with respect to any sale subject proposed Transfer by a GEI Party, the Executive Stockholders, Executive Transferees, the other GEI Parties and any GEI Transferee to this Section 2 whom tag-along rights were granted in connection with the Transfer of Common Stock to such GEI Transferee. Each Tag-Along Stockholder shall have a proportionate right, but not the obligation, to participate in such Tag-Along Sale. The number of shares of Common Stock (the "Notice Period"“Tag-Along Allotment”), the Selling Investors that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale shall notify in writing the Company be determined by multiplying (which writing shall also be signed by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, of a) the number of shares of Common Stock and beneficially owned by such Tag-Along Stockholder as of the terms and conditions (collectively, the "Offering Terms") upon which the Proposed Purchaser has offered to purchase shares close of Common Stock (the "Purchase Notice"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and business on the same Offering Terms as those offered day immediately prior to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and CoTag-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers") shall have the right to sell that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock covered by the Purchase Along Notice Date by (iib) a fraction (the “Tag-Along Fraction”), the numerator of which is shall equal the number of shares of Common Stock then owned proposed by such Participating Sellers the Transferring Party to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which is shall equal the total number of shares of Common Stock then that are beneficially owned in by the aggregate by all Participating Sellers. To Transferring Party (and, to the extent that any Participating Seller elects to sell less than the full number of shares of Common Stock which such Participating Seller is entitled to sell has been Transferred thereto by the Transferring Party, its Permitted Transferees or Affiliates, as determined pursuant applicable) as of the close of business on the day immediately prior to the previous sentence, each other Participating Seller's rights to participate in the sale shall be increased pro rata based on the number of shares of Common Stock then owned by such Participating SellerTag-Along Notice Date. (b) If a Co-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by the Co-Seller and stating the maximum number of shares the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt of the Purchase Notice. (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms shall be the most favorable of the terms offered by the Proposed Purchaser to any Selling Investor.

Right to Participate in Sale. At least twenty Should any Holder Transfer, subsequent to 4 years from the date hereof, Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, in an amount greater than five (205) days prior percent of the total amount of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, outstanding on the date thereof, other than Transfers to Permitted Transferees (a “Tag-Along Sale”, and such Holder, the consummation of any sale subject to this Section 2 (the "Notice Period"“Transferor”), the Selling Investors Transferor shall notify afford each other Holder the opportunity to participate proportionately in writing such Tag-Along Sale in accordance with this Section 5.4. Each Holder shall have a proportionate right, but not the Company obligation, to participate in such Tag-Along Sale. The number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, (which writing the “Tag-Along Allotment”) that each Holder will be entitled to include in such Tag-Along Sale shall also be signed determined by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, of multiplying (a) the number of shares of Common Stock, Junior Preferred Stock and and/or Senior Preferred Stock, as applicable, held by such Holder as of the terms and conditions (collectively, the "Offering Terms") upon which the Proposed Purchaser has offered to purchase shares close of Common Stock (the "Purchase Notice"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and business on the same Offering Terms as those offered day immediately prior to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and CoTag-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers") shall have the right to sell that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock covered by the Purchase Along Notice Date by (iib) a fraction (the “Tag-Along Fraction”), the numerator of which is shall equal the number of shares of Common Stock, Junior Preferred Stock then owned and/or Senior Preferred Stock, as applicable, proposed by such Participating Sellers the Transferor to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which is shall equal the total number of shares of Common Stock, Junior Preferred Stock then and/or Senior Preferred Stock, as applicable, that are beneficially owned in by the aggregate by all Participating Sellers. To Transferor as of the extent that any Participating Seller elects to sell less than close of business on the full number of shares of Common Stock which such Participating Seller is entitled to sell as determined pursuant day immediately prior to the previous sentence, each other Participating Seller's rights to participate in the sale shall be increased pro rata based on the number of shares of Common Stock then owned by such Participating SellerTag-Along Notice Date. (b) If a Co-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by the Co-Seller and stating the maximum number of shares the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt of the Purchase Notice. (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms shall be the most favorable of the terms offered by the Proposed Purchaser to any Selling Investor.

Right to Participate in Sale. At least twenty (20a) days prior Subject to Section 4.6, if MW (or any Permitted Transferee) or any GEI Party (a “Transferring Party”) proposes to Transfer shares of Common Stock or Junior Preferred Stock (a “Tag-Along Sale”) to a third party that is (i) in the consummation case of any sale subject a GEI Party, not an Affiliate of the Transferring Party or (ii) in the case of MW, a Permitted Transferee or another Executive Stockholder who continues to this Section 2 be employed by the Company or a Subsidiary, then the Transferring Party shall afford MW (the "Notice Period"and his Permitted Transferees), the Selling Investors shall notify in writing other Executive Stockholders and the Company GEI Parties, as applicable (which writing shall also be signed by the Proposed Purchaser“Tag-Along Stockholders”), and the Company opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article IV. Each Tag-Along Stockholder shall notify have a proportionate right, but not the obligation (except as provided in writing Section 1.5), to participate in such Tag-Along Sale. The number of shares of Common Stock or Junior Preferred Stock, as applicable (the Co“Tag-SellersAlong Allotment”), of that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale shall be determined by multiplying (a) the number of shares of Common Stock and and/or Junior Preferred Stock, as applicable, beneficially owned by such Tag-Along Stockholder as of the terms and conditions (collectively, the "Offering Terms") upon which the Proposed Purchaser has offered to purchase shares close of Common Stock (the "Purchase Notice"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and business on the same Offering Terms as those offered day immediately prior to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and CoTag-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers") shall have the right to sell that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock covered by the Purchase Along Notice Date by (iib) a fraction (the “Tag-Along Fraction”), the numerator of which is shall equal the number of shares of Common Stock then owned and/or Junior Preferred Stock, as applicable, proposed by such Participating Sellers the Transferring Party to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which is shall equal the total number of shares of Common Stock then and/or Junior Preferred Stock, as applicable, that are beneficially owned in the aggregate by (which, for purposes of this Article IV, shall include all Participating Sellers. To the extent that any Participating Seller elects to sell less than the full number of shares of Common Junior Preferred Stock which such Participating Seller is entitled to sell issuable upon exercise of the MW Options then outstanding) by the Transferring Party (and its Permitted Transferees or Affiliates, as determined pursuant applicable) as of the close of business on the day immediately prior to the previous sentenceTag-Along Notice Date. For the avoidance of doubt, each other Participating Seller's the tag-along rights provided in this Section 4.1(a) shall apply only with respect to participate in the sale shall those classes of Capital Stock to be increased pro rata based on the number of shares of Common Stock then owned by such Participating Seller. (b) If a Co-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed transferred by the Co-Seller Transferring Party in any particular transaction and stating the maximum number shall not be triggered with respect to a particular class of shares the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days Capital Stock as a result of its receipt Transfers of the Purchase Noticeany other class of Capital Stock. (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms shall be the most favorable of the terms offered by the Proposed Purchaser to any Selling Investor.

Right to Participate in Sale. At least twenty If (20i) days prior the Millers (and any Affiliated transferee or transferees of equity securities of the Millers) enter into an agreement to the consummation transfer, sell or otherwise dispose of any sale subject interest (including the grant of an option) in ("Transfer") more than fifty percent (50%) of the aggregate shares of Common Stock held by them or (ii) the Millers (and any Affiliated transferee or transferees of equity securities of the Millers) and any other stockholders of Parent, with or without the participation or involvement of Parent, acting as a group within the meaning of Rule 13d or 14d of the Securities Exchange Act of 1934, as amended, whether or not applicable, enter into an agreement, arrangement or series of agreements or arrangements (A) to this Section 2 Transfer more than fifty percent (50%) of the then outstanding shares of Common Stock of Parent or (B) to Transfer a combination of outstanding and newly issued Common Stock that would constitute more than fifty percent (50%) of the shares of Common Stock of Parent to be outstanding upon the completion of the Transfer or related series of Transfers (collectively, any such proposed transferor or transferors (excluding Parent), the "Notice PeriodMAJORITY STOCKHOLDER" and each such Transfer or related series of Transfers, a "TAG-ALONG SALE"), then the Selling Investors Millers, and Parent if it is a Transferor, shall notify as a condition of such Tag-Along Sale, arrange for GEI (including, for purposes of this Article 3, the Affiliates and transferees of GEI) to have the right, but not the obligation, to participate in writing such Tag-Along Sale with respect to the Company (which writing shall also Common Stock proposed to be signed sold by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, of the Majority Stockholder. The number of shares of Common Stock and the terms and conditions that GEI will be entitled to include in a Tag-Along Sale (collectively, the "Offering TermsGEI'S ALLOTMENT") upon which the Proposed Purchaser has offered to purchase shares of Common Stock (the "Purchase Notice"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and on the same Offering Terms as those offered to the Selling Investors subject to the following terms and conditions: be determined by multiplying (a) Each Selling Investor and Co-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers") shall have the right to sell that total number of shares of such Common Stock equal proposed to be Transferred pursuant to the product obtained Tag-Along Sale (other than shares proposed to be issued by multiplying Parent), by (ib) a fraction, the numerator of which shall equal the aggregate number of shares of such Common Stock owned by GEI on the day immediately preceding the Tag-Along Notice Date (as defined below) and the denominator of which shall equal the sum of (I) the aggregate number of shares of such Common Stock covered owned by the Purchase Notice by Majority Stockholder plus (iiII) a fraction the numerator of which is the aggregate number of shares of such Common Stock then owned held by all other Persons holding shares of such Participating Sellers Common Stock of Parent and the denominator of which is the aggregate number of shares of such Common Stock then owned in the aggregate by all Participating Sellers. To the extent that any Participating Seller elects subject to sell less than the full number of shares of stock options to acquire such Common Stock which held by Persons who have tag-along rights with regard to such Participating Seller is entitled shares or shares subject to sell as determined pursuant stock options, and others who may have tag-along rights relative to the previous sentenceMajority Stockholder, in each other Participating Seller's rights to participate in the sale shall be increased pro rata based case, on the number of shares of Common Stock then owned by such Participating Seller. (b) If a Coday immediately preceding the Tag-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by the CoAlong Notice Date. The "TAG-Seller and stating the maximum number of shares the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt of the Purchase Notice. (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms ALONG NOTICE DATE" shall be the most favorable of date that the terms offered Tag-Along Sale Notice (as defined below) is first delivered, mailed or sent by the Proposed Purchaser courier or telecopy to any Selling InvestorGEI.

Right to Participate in Sale. At least twenty (20) days prior to the consummation For purposes of any sale subject to this Section 2 21.2 (and ---------------------------- the "Notice Period"corresponding provisions of the remaining Sections of this Article 21), the Selling Investors requirement in the definition of "Sale" in Section 21.1 that the sale or issuance of equity or debt securities in any Entity controlled by NDC be "as a part of a single transaction" shall notify not apply prior to a Conversion. If the National Data Members should participate in writing the Company (which writing a Sale, National Data shall also be signed by the Proposed Purchaser), give MasterCard a Sale Notice and the Company shall notify in writing the Co-Sellers, of the number of shares of Common Stock and the terms and conditions (collectively, the "Offering Terms") upon which the Proposed Purchaser has offered to purchase shares of Common Stock (the "Purchase Notice"). Each Co-Seller MasterCard shall have the right and option, exercisable as set forth below, to participate in such Sale pro rata in accordance with its respective Membership Interests based on Percentage Ownership Interests in the proposed sale at Company in the same price per share (treating optionsSale, warrants and convertible in which event the Membership Interest(s) or the securities on an to be sold by the National Data Members or National Data, as converted basisthe case may be, and adjusting for any consideration payable upon exercise or conversion thereof) and on in the same Offering Terms as those offered Sale shall be reduced to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and Co-Seller electing extent MasterCard elects to participate in and such reduction is required. Within fifteen (15) business days after the proposed sale (collectivelydate the Sale Notice is given, together MasterCard shall provide National Data with the Selling Investors, the "Participating Sellers") shall have the right written irrevocable notice authorizing National Data to sell that number or otherwise dispose of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock covered by the Purchase Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock then owned by such Participating Sellers and the denominator of which is the number of shares of Common Stock then owned in the aggregate by all Participating Sellers. To the extent that any Participating Seller elects to sell less than the full number of shares of Common Stock which such Participating Seller is entitled to sell as determined MasterCard's Membership Interest pursuant to the previous sentenceterms of the Sale. Delivery of such notice authorizing National Data to sell or otherwise dispose of such Membership Interests shall constitute an irrevocable acceptance of the Sale on the terms set forth in the Sale Notice. After delivery of such notice, each other Participating Seller's rights MasterCard shall not be entitled to participate in the sale shall be increased pro rata based on the number of shares of Common Stock then owned by such Participating Seller. (b) If a Co-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by the Co-Seller and stating the maximum number of shares the Co-Seller desires to sell. Such notice shall be delivered Membership Interests pursuant to the Proposed Purchaser within twenty Sale if it does not execute any agreements, certificates or other documents required to consummate the transfer of the Membership Interests pursuant to this Section. If MasterCard shall have elected not to participate in the Sale, (20i) MasterCard will be deemed to have waived any of and all of its rights under this Section 21.2 with respect to the sale or other disposition of its Membership Interests pursuant to the Sale, and (ii) the National Data Members or National Data, as the case may be, shall have ninety (90) days from the date the Sale Notice is given in which to sell the applicable Membership Interests or securities on terms no more favorable to the National Data Members or National Data than those set forth in the Sale Notice, and in no event at a price higher than that contained in the Sale Notice. MasterCard's sole remedy for a Breach of this provision is to exercise its receipt of the Purchase NoticePut Right pursuant to Section 20.1(c). (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms shall be the most favorable of the terms offered by the Proposed Purchaser to any Selling Investor.

Right to Participate in Sale. At least twenty (20) days prior to the consummation Upon receipt of any sale subject to this Section 2 (the "Notice Period")a Tag-Along Sale Notice, the Selling non-disposing Investors shall notify in writing the Company (which writing shall also be signed by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, each of the number of shares of Common Stock and the terms and conditions (collectively, the "Offering Terms") upon which the Proposed Purchaser has offered to purchase shares of Common Stock (the "Purchase Notice"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and on the same Offering Terms as those offered to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and Co-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers") Warrant Security Holders shall have the right to sell to the Buyer (the "Tag-Along Sale"), on the same terms and conditions applicable to the Disposing Significant Stockholder, in lieu of the sale to the Buyer by the Disposing Significant Stockholder, that number of shares of Common Stock and/or Preferred Stock, as applicable, equal to the product obtained attained by multiplying (ia) the aggregate number of shares of Common Stock covered by the Purchase Notice by (ii) a fraction the numerator of which is the number of shares of Diluted Common Stock then owned and/or Preferred Stock, as applicable, to be sold to the Buyer times (b) the quotient derived by such Participating Sellers and the denominator of which is dividing (i) the number of shares of Diluted Common Stock then owned in and/or Preferred Stock, as applicable, held (or deemed to be held) by such non-disposing Investors by (ii) the aggregate by all Participating Sellers. To the extent that any Participating Seller elects to sell less than the full total number of shares of Diluted Common Stock which and Preferred Stock, as applicable, held (or deemed to be held) by such Participating Seller is selling non-disposing Investors, such Warrant Security Holders and such Disposing Significant Stockholder. The non-disposing Investors' and Warrant Security Holders' rights to sell pursuant to this Section 6 can be exercised by delivery of a written notice to the Disposing Significant Stockholder within thirty (30) days following the delivery of the Tag-Along Sale Notice to the non-disposing Investors and the Warrant Security Holders of the proposed sale to the Buyer by such Disposing Significant Stockholder. In participating hereunder, the Warrant Security Holders shall be treated as if they owned the underlying Preferred Stock without exercise of the Preferred Warrants and shall be entitled to sell as determined pursuant to their Preferred Warrants in lieu of exercising such Warrants and selling the previous sentence, each other Participating Seller's rights to participate in the sale shall be increased pro rata based on the number of shares of Common Stock then owned by such Participating Sellerunderlying Preferred Stock. (b) If a Co-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by the Co-Seller and stating the maximum number of shares the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt of the Purchase Notice. (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms shall be the most favorable of the terms offered by the Proposed Purchaser to any Selling Investor.

Right to Participate in Sale. At least twenty (20) days prior to If at any time after the consummation of any sale subject to this Section 2 (the "Notice Period")IAC Control Date, the Selling Investors shall notify Investor proposes to enter into an agreement to sell or otherwise dispose of for value any Stockholder Shares (except for any disposition to a controlled affiliate of the Investor) in writing one or more related transactions which will result in the Transfer of capital stock representing at least fifty percent (50%) or more of the combined voting power of all outstanding shares of capital stock of the Company (which writing shall also be signed by the Proposed Purchasersuch sale or other disposition for value being referred to as a “Tag-Along Sale”), and then the Company Investor shall notify afford the other Stockholders (each individually a “Tag-Along Stockholder” and, collectively, the “Tag-Along Stockholders”) the opportunity to participate proportionately in writing such Tag-Along Sale on the Co-Sellers, of the number of shares of Common Stock and the same terms and conditions (collectivelyprovided to the Investor, including the "Offering Terms") upon which time of payment and the Proposed Purchaser has offered form of consideration, in accordance with this Section 7.4. The number of Stockholder Shares that each Tag-Along Stockholder will be entitled to purchase shares of Common Stock include in such Tag-Along Sale (the "Purchase Notice"). Each Co“Tag-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and on the same Offering Terms as those offered to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and Co-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers"Along Allotment”) shall have the right to sell that number of shares of Common Stock equal to the product obtained be determined by multiplying (i) the aggregate number of shares Stockholder Shares held of Common Stock covered record by such Tag-Along Stockholder as of the Purchase close of business on the day immediately prior to the Tag-Along Notice Date (as hereinafter defined) by (ii) a fraction fraction, the numerator of which is shall equal the number of shares Stockholder Shares proposed by the Investor to be sold or otherwise disposed of Common Stock then owned by such Participating Sellers pursuant to the Tag-Along Sale and the denominator of which is shall equal the total number of shares Stockholder Shares held of Common Stock then owned in record by the aggregate by all Participating SellersInvestor as of the close of business on the day immediately prior to the Tag-Along Notice Date. To the extent that any Participating Seller elects The Tag-Along Allotment of each Stockholder shall be subject to sell less than the full number of shares of Common Stock which such Participating Seller is entitled to sell as determined reduction pursuant to the previous sentence, each other Participating Seller's rights to participate in the sale shall be increased pro rata based on the number of shares of Common Stock then owned by such Participating Seller. (b) If a Co-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by the Co-Seller and stating the maximum number of shares the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt final sentence of the Purchase Noticefirst paragraph of Section 7.4(c). (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms shall be the most favorable of the terms offered by the Proposed Purchaser to any Selling Investor.

Right to Participate in Sale. At If at any time any Green Party proposes to enter into an agreement (or substantially contemporaneous agreements, not with the same or affiliated parties) to sell or otherwise dispose of for value any Shares in one or more related transactions which will result in the transfer of at least twenty five percent (205%) days prior of the outstanding Shares of the relevant class, other than in a transaction in which a Green Party exercises its Drag-Along Sale rights (such sale or other disposition for value being referred to the consummation of any sale subject to this Section 2 (the "Notice Period"as a “Tag-Along Sale”), the Selling Investors then such Green Parties shall notify in writing the Company (which writing shall also be signed by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, afford each of the number Individual Related Parties who hold Shares of shares of Common Stock and the terms and conditions such class (each individually a “Tag-Along Stockholder” and, collectively, the "Offering Terms"“Tag-Along Stockholders”) upon which the Proposed Purchaser has offered to purchase shares of Common Stock (the "Purchase Notice"). Each Co-Seller shall have the right opportunity to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and proportionately on the same Offering Terms terms as those offered to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and Co-Seller electing to participate Green Parties as set forth in the proposed sale Tag-Along Notice (collectively, together defined below) in such Tag-Along Sale in accordance with the Selling Investors, the "Participating Sellers"this Section 2.4. The maximum number of Shares of each class that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale (such Tag-Along Stockholder’s “Tag-Along Allotment”) shall have the right to sell that number of shares of Common Stock equal to the product obtained be determined by multiplying (i) the aggregate number of shares Shares of Common Stock covered such class owned by such Tag-Along Stockholder on a fully-diluted basis (taking outstanding options into account) as of the Purchase close of business on the day immediately prior to the Tag-Along Notice by Date (as defined in Section 2.4.2) times (ii) a fraction fraction, the numerator of which is the number of shares Shares of Common Stock then owned such class proposed by such Participating Sellers the Green Parties to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which is the total number of shares Shares of Common Stock then the relevant class beneficially owned in by the aggregate by all Participating Sellers. To Green Parties and the extent that any Participating Seller elects to sell less than Individual Related Parties collectively on a fully diluted basis (taking outstanding options into account) as of the full number close of shares of Common Stock which such Participating Seller is entitled to sell as determined pursuant business on the day immediately prior to the previous sentenceTag-Along Notice Date; provided, each other Participating Seller's rights however, that if any Tag-Along Stockholder fails to timely elect to participate in a Tag-Along Sale, the sale Green Parties shall give prompt notice of such failure to the other Tag-Along Stockholders who timely elect to participate in such Tag-Along Sale. Such other Tag-Along Stockholders shall have three (3) business days from the date such written notice was given to elect to sell their pro rata share of any unsold portion of the Tag-Along Allotments of the non-participating Tag-Along Stockholders. For purposes of this Section 2.4.1, a Tag-Along Stockholder’s pro rata share of any such unsold portion shall be increased pro rata based on equal to the number of shares obtained by multiplying (i) a fraction, the numerator of Common Stock then owned by which is such Participating Seller. (b) If a CoTag-Seller elects to become a Participating Seller, it shall give notice Along Stockholder’s Tag-Along Allotment of Shares of the relevant class and the denominator of which is the aggregate Tag-Along Allotment of Shares of such election by a writing signed by class of all Tag-Along Stockholders fully participating in such sale of Shares of such class, times (ii) the Co-Seller and stating the maximum total number of shares Shares of such class constituting the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt unsold portions of the Purchase NoticeTag-Along Allotments of Shares of such class of all Tag-Along Stockholders that are not fully participating in such Tag-Along Sale. (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms shall be the most favorable of the terms offered by the Proposed Purchaser to any Selling Investor.

Right to Participate in Sale. At If at any time any Green Party proposes to enter into an agreement (or substantially contemporaneous agreements, not with the same or affiliated parties) to sell or otherwise dispose of for value any Common Shares in one or more related transactions which will result in the transfer of at least twenty ten percent (2010%) days prior of the outstanding Common Shares (such sale or other disposition for value being referred to the consummation of any sale subject to this Section 2 (the "Notice Period"as a “Tag-Along Sale”), the Selling Investors then such Green Parties shall notify in writing the Company (which writing shall also be signed by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, afford each of the number of shares of Individual Related Parties who hold Common Stock and the terms and conditions Shares (each individually a “Tag-Along Stockholder” and, collectively, the "Offering Terms"“Tag-Along Stockholders”) upon which the Proposed Purchaser has offered opportunity to purchase shares participate proportionately in such Tag-Along Sale in accordance with this Section 2.4. The number of Common Stock Shares that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale (the "Purchase Notice"). Each Cosuch Tag-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and on the same Offering Terms as those offered to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and CoAlong Stockholder’s “Tag-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers"Along Allotment”) shall have the right to sell that number of shares of Common Stock equal to the product obtained be determined by multiplying (i) the aggregate number of shares Common Shares owned by such Tag-Along Stockholder on a fully-diluted basis as of Common Stock covered by the Purchase close of business on the day immediately prior to the Tag-Along Notice by Date (as defined in Section 2.4.2) times (ii) a fraction fraction, the numerator of which is the number of shares Common Shares proposed by the Green Parties to be sold or otherwise disposed of Common Stock then owned by such Participating Sellers pursuant to the Tag-Along Sale and the denominator of which is the total number of shares Common Shares beneficially owned by the Green Parties and the Individual Related Parties collectively on a fully diluted basis as of Common Stock then owned in the aggregate by all Participating Sellers. To close of business on the extent that any Participating Seller elects to sell less than the full number of shares of Common Stock which such Participating Seller is entitled to sell as determined pursuant day immediately prior to the previous sentenceTag-Along Notice Date (the fraction referred to in this clause (ii) being the “Common Share Purchaser Fraction”); provided, each other Participating Seller's rights however, that if any Tag-Along Stockholder fails to timely elect to participate in a Tag-Along Sale, the sale Green Parties shall give prompt notice of such failure to the other Tag-Along Stockholders who timely elect to participate in such Tag-Along Sale. Such other Tag-Along Stockholders shall have three (3) business days from the date such written notice was given to elect to sell their pro rata share of any unsold portion of the Tag-Along Allotments of the non-participating Tag-Along Stockholders. For purposes of this Section 2.4.1, a Tag-Along Stockholder’s pro rata share of any such unsold portion shall be increased pro rata based on equal to the number of shares obtained by multiplying (i) a fraction, the numerator of which is such Tag-Along Stockholder’s Tag-Along Allotment of Common Stock then owned by Shares and the denominator of which is the aggregate Tag-Along Allotment of Common Shares of all Tag-Along Stockholders fully participating in such Participating Seller. sale of Common Shares, times (bii) If a Co-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by the Co-Seller and stating the maximum total number of shares Common Shares constituting the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt unsold portions of the Purchase Notice. (c) If the Proposed Purchaser is acquiring shares Tag-Along Allotments of Common Stock Shares of all Tag-Along Stockholders that are not fully participating in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms shall be the most favorable of the terms offered by the Proposed Purchaser to any Selling Investorsuch Tag-Along Sale.

Right to Participate in Sale. At least twenty (20a) days Subject to Section 5.5, if (i) prior to the consummation of a Strategic Investment, either Northland or Geib; (ii) following the consummation of a Strategic Investment, any ox xxe Investor, Northland or Geib; or (iii) following the consummation of a Strategic Investment, txx Xtrategic Investor, propose to enter into an agreement to sell or otherwise dispose of for value (such sale subject or other disposition for value being referred to as a "Tag Along Sale") any shares of Common Stock in a Private Transaction then (x) in the case of clause (i), Northland or Geib shall afford the Investor; (y) in the case of clause (ii), the Inxxxxor, Northland or Geib shall afford to each other; and (z) in the case of clause (iii), xxx Strategic Investor shall afford the Investor the opportunity to participate proportionately in such Tag-Along Sale (the Person(s) being afforded the opportunity to participate proportionately in such Tag-Along Sale being referred to as the "Tag-Along Stockholders") in accordance with this Section 2 Article 5. (b) The number of shares of Common Stock that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale (the "Notice PeriodTag-Along Allotment"), the Selling Investors ) shall notify in writing the Company be determined by multiplying (which writing shall also be signed by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, of i) the number of shares of Common Stock and held by such Tag-Along Stockholder immediately prior to the terms and conditions consummation of the Tag-Along Sale Date (collectively, the "Offering Terms") upon which the Proposed Purchaser has offered to purchase including shares of Common Stock (issuable upon the "Purchase Notice"). Each Co-Seller shall have conversion of the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereofPreferred Stock) and on the same Offering Terms as those offered to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and Co-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers") shall have the right to sell that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock covered by the Purchase Notice by (ii) a fraction fraction, the numerator of which is shall equal the number of shares of Common Stock then owned by such Participating Sellers of the Company proposed to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which is shall equal the total number of shares of Common Stock then that are beneficially owned in by (a) the aggregate by all Participating Sellers. To Party proposing the extent that Tag-Along Sale and (b) any Participating Seller elects to sell less than the full number other holder of shares of Common Stock which such Participating Seller is entitled that had the right to sell as determined pursuant "tag-along" in the Tag-Along Sale (including shares of Common Stock issuable upon the conversion of the Preferred Stock) on the day immediately prior to the previous sentenceconsummation of the Tag-Along Sale Date; provided, each other Participating Seller's rights to participate however, that in negotiating a Tag-Along Sale, the sale Party proposing the Tag-Along Sale shall provide (i) that the only representations, warranties or covenants which any Tag-Along Stockholder shall be increased pro rata required to make in connection with any Tag-Along Sale are representations and warranties with respect to its own ownership of the Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims, its due organization, its due authorization, execution and delivery of the definitive purchase agreement (if applicable), enforceability of such purchase agreement against it and no conflicts of it with such purchase agreement, and (ii) that the liability of the Tag-Along Stockholder with respect to any representation and warranty made in connection with any Tag-Along Sale is the several liability of such Tag-Along Stockholder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Tag-Along Stockholder; provided, however, that the foregoing shall not limit the obligations of such Tag-Along Stockholder, and such Tag-Along Stockholder hereby expressly agrees to be bound by and be subject to, any escrow or other holdback arrangement (on a PRO RATA basis based on the number of shares of Common Stock then owned sold by such Participating Seller. (b) If a CoTag-Seller elects Along Stockholder in proportion to become a Participating Seller, it shall give notice of such election by a writing signed by the Co-Seller and stating the maximum number of shares the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt of the Purchase Notice. (c) If the Proposed Purchaser is acquiring all shares of Common Stock sold in a single transaction from more than one Selling Investor or such Tag-Along Sale) provided for in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on agreement relating to the highest of the prices and the Offering Terms shall be the most favorable of the terms offered by the Proposed Purchaser to any Selling InvestorTag-Along Sale.

Right to Participate in Sale. At least twenty (20a) days prior Purchaser and its affiliates are sometimes referred to in this Agreement, collectively, as the consummation "Purchaser Parties" and, individually, as a "Purchaser Party." The Executives and their respective spouses, descendants and ancestors and any trusts solely for the benefit of any sale subject or all of the foregoing are sometimes referred to in this Section 2 (Agreement, collectively, as the "Notice PeriodExecutive Parties" and, individually, as an "Executive Party." If at any time any Purchaser Parties propose to enter into an agreement (or substantially contemporaneous agreements, whether or not with the same or affiliated parties) to sell or otherwise dispose of for value any Common Shares in one or more related transactions which will result in the transfer of at least ten percent (10%) of the outstanding Common Shares (such sale or other disposition for value being referred to as a "Tag-Along Sale"), then such Purchaser Parties shall afford the Selling Investors shall notify in writing the Company Executive Parties (which writing shall also be signed by the Proposed Purchaser)each individually a "Tag-Along Stockholder" and, and the Company shall notify in writing the Co-Sellers, of the number of shares of Common Stock and the terms and conditions (collectively, the "Offering TermsTag-Along Stockholders") upon which the Proposed Purchaser has offered opportunity to purchase shares participate proportionately in such Tag-Along Sale in accordance with this Section 2.4. The number of Common Stock Shares that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale (the "Purchase Notice"). Each CoTag-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and on the same Offering Terms as those offered to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and Co-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating SellersAlong Allotment") shall have the right to sell that number of shares of Common Stock equal to the product obtained be determined by multiplying (i) the aggregate number of shares Common Shares held by such Tag-Along Stockholder as of Common Stock covered by the Purchase close of business on the day immediately prior to the Tag-Along Notice Date (as hereinafter defined) by (ii) a fraction fraction, the numerator of which is shall equal the number Common Shares proposed by the Purchaser Parties to be sold or otherwise disposed of shares of Common Stock then owned by such Participating Sellers pursuant to the Tag-Along Sale and the denominator of which is shall equal the total number of shares Common Shares that are beneficially owned by the Purchaser Parties as of Common Stock then owned in the aggregate by all Participating Sellers. To close of business on the extent that any Participating Seller elects to sell less than the full number of shares of Common Stock which such Participating Seller is entitled to sell as determined pursuant day immediately prior to the previous sentenceTag-Along Notice Date (the "Purchaser Fraction"); provided, each other Participating Seller's rights however, that if any of the Executive Parties fails to elect to participate in the sale shall be increased pro rata based on the number of shares of Common Stock then owned by such Participating Seller. (b) If a CoTag-Seller elects to become a Participating SellerAlong Sale, it Purchaser shall give notice of such election by a writing signed by failure to the Coother Tag-Seller and stating the maximum number of shares the Co-Seller desires to sellAlong Stockholders. Such notice shall be delivered made by telephone and confirmed in writing within two (2) days. The other Tag-Along Stockholders shall have three (3) days from the date such notice was given to agree to sell their pro rata share of any unsold portion. For purposes of this Section 2.4.1, a Tag-Along Stockholder's pro rata share of any unsold portion shall be equal to the Proposed number of shares obtained by dividing (A) the Purchaser within twenty (20) days of its receipt of Fraction times the Purchase Notice. (c) If the Proposed Purchaser is acquiring shares total number of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms shall be the most favorable of the terms offered Shares that are held by the Proposed Purchaser to any Selling InvestorExecutive Parties that are not participating in the Tag-Along Sale by (B) the number of Tag-Along Stockholders that are participating in the Tag-Along Sale.

Right to Participate in Sale. At least twenty If Parent enters into an agreement to transfer, sell or otherwise dispose of (20such transfer, sale or other disposition being referred to as a “Tag-Along Sale”) days prior a majority of its shares of Common Stock of the Company held on the date hereof to a Third Party, then Parent shall afford the consummation of any sale subject Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 2 2(c). The Holder shall have the right, but not the obligation (except as provided in Section 2(b)), to participate in such Tag-Along Sale with respect to their Purchased Shares and Restricted Shares for which the restriction on Transfer have previously lapsed pursuant to Section 1(b) (collectively the “Elligible Stock”). The number of shares of Common Stock that the Holder will be entitled to include in such Tag-Along Sale (the "Notice Period"), the Selling Investors “Management Investor’s Allotment”) shall notify in writing the Company be determined by multiplying (which writing shall also be signed by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, of i) the number of shares of Common Stock and held by the terms and conditions (collectively, the "Offering Terms") upon which the Proposed Purchaser has offered to purchase shares of Common Stock (the "Purchase Notice"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and Holder on the same Offering Terms Tag-Along Sale Date (as those offered to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and Co-Seller electing to participate in the proposed sale (collectivelydefined below), together with the Selling Investors, the "Participating Sellers") shall have the right to sell that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock covered by the Purchase Notice by (ii) a fraction fraction, the numerator of or which is shall equal the number of shares of Common Stock then owned proposed by such Participating Sellers Parent to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which is shall equal the total number of shares of Common Stock then that are beneficially owned in the aggregate by all Participating Sellers. To the extent that (a) Parent and (b) any Participating Seller elects to sell less than the full number holder of shares of Common Stock which such Participating Seller is entitled (including the Holder) that has the right to sell as determined pursuant to the previous sentence, each other Participating Seller's rights to participate “tag-along” in the sale shall be increased pro rata based Tag-Along Sale on the number of shares of Common Stock then owned by such Participating Seller. (b) If a CoTag-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by the Co-Seller and stating the maximum number of shares the Co-Seller desires to sellAlong Sale Date. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt of the Purchase Notice. (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms The “Tag Along Notice Date” shall be the most favorable of date that the terms offered Tag-Along Sale Notice (as defined below) is first delivered, mailed or sent by courier, Telex or telecopy to the Proposed Purchaser to any Selling InvestorHolder.

Right to Participate in Sale. At least twenty Notwithstanding any other provision hereof, if any Shareholder party hereto, other than any Class B Shareholder (20such Shareholders, together with their Affiliates, the "Selling Shareholder(s)") days prior proposes to enter into an agreement with a third party to sell or otherwise dispose of for value (such sale or other disposition for value being referred to as a "Tag-Along Sale") El Sitio Shares held by it to a third party who is not an Affiliate (any such party, a "Third Party") pursuant to a bona fide transaction (or series of related transactions) in which securities representing an aggregate Interest of fifty percent (50%) or more will be sold to a Third Party, then the consummation of any sale subject to this Section 2 Selling Shareholder(s) shall afford the Other Shareholder(s), (the "Notice PeriodTag-Along Shareholders"), ) the opportunity to require that the sale by the Selling Investors shall notify in writing the Company (which writing shall also Shareholder(s) be signed by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, of the number of shares of Common Stock and the terms and conditions (collectively, the "Offering Terms") conditioned upon which the Proposed Purchaser has offered to purchase shares of Common Stock (the "Purchase Notice"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and on the same Offering Terms as those offered to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and Co-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers") shall have the right to sell such Third Party purchasing that number of shares of Common Stock El Sitio Shares owned by such Tag-Along Shareholder which delivers a Tag-Along Notice in accordance with Section 3.5(c) equal to the product obtained by multiplying (rounded up to the nearest whole number) of (i) the aggregate quotient determined by dividing (A) the number of shares El Sitio Shares owned by such Tag-Along Shareholder, by (B) the number of Common Stock covered El Sitio Shares owned by the Purchase Notice by Selling Shareholders and all Tag-Along Shareholders which are selling El Sitio Shares in the contemplated Tag-Along Sale, and (ii) a fraction the numerator of which is the number of El Sitio Shares proposed to be sold by all Shareholders in the contemplated Tag-Along Sale. In negotiating a Tag-Along Sale, the Selling Shareholder(s) shall provide (i) that the only representations, warranties or covenants which any Tag-Along Shareholder shall be required to make in connection with any Transfer are representations and warranties with respect to its own ownership of the shares to be sold by it and its ability to convey title thereto free and clear of Common Stock then owned liens, encumbrances or adverse claims, its due organization, its due authorization, execution and delivery of the definitive purchase agreement (if applicable), enforceability of such purchase agreement against it and no conflict of it with such purchase agreement, and (ii) that the liability of the Tag-Along Shareholder with respect to any representation and warranty made in connection with any Transfer is the several liability of such Tag-Along Shareholder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Participating Sellers Tag-Along Shareholder; provided, however, that the foregoing shall not limit the obligations of such Tag-Along Shareholder, and the denominator of which is the number of shares of Common Stock then owned in the aggregate such Tag-Along Shareholder hereby expressly agrees to be bound by all Participating Sellers. To the extent that and be subject to, any Participating Seller elects to sell less than the full number of shares of Common Stock which such Participating Seller is entitled to sell as determined pursuant to the previous sentence, each escrow or other Participating Seller's rights to participate in the sale shall be increased holdback arrangement (on a pro rata basis based on the number of shares of Common Stock then owned sold by such Participating Seller. (bTag-Along Shareholder in proportion to all shares of the Company sold in such Tag-Along Sale) If a Co-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by provided for in the Co-Seller and stating the maximum number of shares the Co-Seller desires to sell. Such notice shall be delivered agreement relating to the Proposed Purchaser within twenty (20) days Tag-Along Sale. For purposes of its receipt of this Section 3.5, if the Purchase Notice. (c) If Selling Shareholder is transferring the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling InvestorsCompany's common shares, then the price per share Class B Shareholders shall be determined based on included as Tag-Along Shareholders; in all other cases, the highest of the prices and the Offering Terms Class B Shareholders shall not be the most favorable of the terms offered by the Proposed Purchaser to any Selling Investorincluded as Other Shareholders.

Right to Participate in Sale. At (a) If all previous transfers for value of shares of Common Stock made by the UGC Group after the date hereof, together with any transfers for value of shares of Common Stock proposed to be made by the UGC Group in a transfer, in each case other than (a) any sale or other disposition of shares of Common Stock by and exclusively among UGC, Subsidiaries of UGC and Affiliates of UGC; provided that such transferee agrees to be bound by the terms of this Agreement, or (b) pro rata distributions of shares of Common Stock to the stockholders of UGC, would result in the transfer, in the aggregate for all such transactions by the UGC Group since the last Tag-Along Sale (as hereinafter defined), if any, of at least twenty five percent (205%) days of the outstanding shares of Common Stock (such sale or other disposition for value being referred to as a "Tag-Along Sale"), then the UGC Group shall afford each of the Participating Holders holding in registered form one half of one percent (1/2%) or more of the outstanding shares of Common Stock as of the close of business on the day immediately prior to the consummation Tag-Along Notice Date (as hereinafter defined) (each, individually, a "Tag-Along Stockholder" and, collectively, the "Tag-Along Stockholders") the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article I. The number of any sale subject shares of Common Stock that each Tag-Along Stockholder will be entitled to this Section 2 include in such Tag-Along Sale (the "Notice PeriodTag-Along Allotment"), the Selling Investors ) shall notify in writing the Company be determined by multiplying (which writing shall also be signed by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, of i) the number of shares of Common Stock received from the Company by such Tag-Along Stockholder on the date of this Agreement and the terms and conditions (collectivelyregistered in name to such Tag-Along Stockholder within 30 days of this Agreement, the "Offering Terms") upon which the Proposed Purchaser has offered to purchase shares of Common Stock (continue to be held in registered form by such Tag-Along Stockholder as of the "Purchase Notice"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and close of business on the same Offering Terms as those offered day immediately prior to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and CoTag-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers") shall have the right to sell that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock covered by the Purchase Along Notice Date by (ii) a fraction fraction, the numerator of which is shall equal the number of shares of Common Stock then owned proposed by such Participating Sellers the UGC Group to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal the total number of shares of Common Stock that are beneficially owned by the UGC Group as of the close of business on the day immediately prior to the Tag-Along Notice Date (the "Common Shares UGC Fraction"). (b) Notwithstanding any other provision of this Agreement, if any such Participating Holder fails to elect to participate in a Tag-Along Sale within ten (10) days after the Tag-Along Sale Notice (as defined below) is given, the UGC Group shall give notice of such failure to the other Tag-Along Stockholders. Such notice shall be made by telephone and confirmed in writing within two (2) days. The other Tag-Along Stockholders shall have three (3) days following the date such written notice was given to agree to sell their pro rata share of any unsold portion. For purposes of this Section 1.1(b), a participating Tag-Along Stockholder's pro rata share of any unsold portion of shares of Common Stock shall be equal to the number of shares obtained by multiplying (A) the Common Shares UGC Fraction times the total number of shares of Common Stock that are held in registered form by such Participating Holders that are not participating in the Tag-Along Sale, if any, by (B) the number of shares of Common Stock then owned held in registered form by such participating Tag-Along Stockholder (divided) by the aggregate by all Participating Sellers. To the extent that any Participating Seller elects to sell less than the full total number of shares of Common Stock which such Participating Seller is entitled to sell as determined pursuant to the previous sentence, each other Participating Seller's rights to participate held in registered form by all Tag-Along Stockholders that are participating in the sale shall be increased pro rata based on the number of shares of Common Stock then owned by such Participating SellerTag-Along Sale. (b) If a Co-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by the Co-Seller and stating the maximum number of shares the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt of the Purchase Notice. (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms shall be the most favorable of the terms offered by the Proposed Purchaser to any Selling Investor.

Right to Participate in Sale. At least twenty If all previous Transfers (20other than Employee Sales) days prior for value of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock made by the GEI Parties, together with any Transfer for value of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock proposed to be made by any GEI Party (each such proposed Transfer being referred to herein as a "Tag-Along Sale") would result in the consummation Transfer, in the aggregate for all such transactions, of any sale subject more than ten percent (10%) of the Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, outstanding on the Tag-Along Sale Date, then the GEI Parties shall afford each Management Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 2 Article V. Each Management Holder shall have a proportionate right, but not the obligation (except as provided in Article VI), to participate in such Tag-Along Sale. The number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, (the "Notice PeriodTag-Along Allotment"), the Selling Investors ) that each Management Holder will be entitled to include in such Tag-Along Sale shall notify in writing the Company be determined by multiplying (which writing shall also be signed by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, of a) the number of shares of Common Stock, Junior Preferred Stock and and/or Senior Preferred Stock, as applicable, held by such Management Holder as of the terms and conditions close of business on the day immediately prior to the Tag-Along Notice Date by (collectively, the "Offering Terms"b) upon which the Proposed Purchaser has offered to purchase shares of Common Stock a fraction (the "Purchase NoticeTag-Along Fraction"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and on the same Offering Terms as those offered to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and Co-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers") shall have the right to sell that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock covered by the Purchase Notice by (ii) a fraction the numerator of which is shall equal the number of shares of Common Stock, Junior Preferred Stock then owned and/or Senior Preferred Stock, as applicable, proposed by such Participating Sellers the GEI Parties to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which is shall equal the total number of shares of Common Stock, Junior Preferred Stock then and/or Senior Preferred Stock, as applicable, that are beneficially owned by the GEI Parties as of the close of business on the day immediately prior to the Tag-Along Notice Date. For the avoidance of doubt, the tag-along rights provided in this Article V shall apply only with respect to those classes of Capital Stock as to which the aggregate by all Participating Sellers. To GEI Parties have transferred at least 10% of the extent that any Participating Seller elects to sell less than the full number of outstanding shares of Common the relevant class and tag-along rights shall not be triggered with respect to a particular class of Capital Stock which such Participating Seller is entitled to sell as determined pursuant to the previous sentence, each a result of Transfers of any other Participating Seller's rights to participate in the sale shall be increased pro rata based on the number class of shares of Common Stock then owned by such Participating SellerCapital Stock. (b) If a Co-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by the Co-Seller and stating the maximum number of shares the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt of the Purchase Notice. (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms shall be the most favorable of the terms offered by the Proposed Purchaser to any Selling Investor.

Right to Participate in Sale. At least twenty If Parent enters into an agreement to transfer, sell or otherwise dispose of (20such transfer, sale or other disposition being referred to as a “Tag-Along Sale”) days prior a majority of its shares of Common Stock of the Company held on the date hereof to a Third Party, then Parent shall afford the consummation of any sale subject Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 2 2(c). The Holder shall have the right, but not the obligation (except as provided Section 2(b)), to participate in such Tag-Along Sale with respect to their Purchased Shares and Restricted Shares for which the restriction on Transfer have previously lapsed pursuant to Section 1(b) (collectively the “Eligible Stock”). The number of shares of Common Stock that the Holder will be entitled to include in such Tag-Along Sale (the "Notice Period"“Management Investor’s Allotment”) shall be determined by multiplying (i) the number of shares of Eligible Stock held by the Holder on the Tag-Along Sale Date (as defined below), by (ii) a fraction, the Selling Investors numerator of which shall notify in writing the Company (which writing shall also be signed by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, of equal the number of shares of Common Stock proposed by Parent to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the terms and conditions (collectively, denominator of which shall equal the "Offering Terms") upon which the Proposed Purchaser has offered to purchase shares of Common Stock (the "Purchase Notice"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and on the same Offering Terms as those offered to the Selling Investors subject to the following terms and conditions: (a) Each Selling Investor and Co-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers") shall have the right to sell that total number of shares of Common Stock equal to the product obtained that are beneficially owned by multiplying (ia) the aggregate number Parent and (b) any holder of shares of Common Stock covered by (including the Purchase Notice by (iiHolder) a fraction that has the numerator of which is the number of shares of Common Stock then owned by such Participating Sellers and the denominator of which is the number of shares of Common Stock then owned right to “tag-along” in the aggregate by all Participating Sellers. To the extent that any Participating Seller elects to sell less than the full number of shares of Common Stock which such Participating Seller is entitled to sell as determined pursuant to the previous sentence, each other Participating Seller's rights to participate in the sale shall be increased pro rata based Tag-Along Sale on the number of shares of Common Stock then owned by such Participating Seller. (b) If a CoTag-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by the Co-Seller and stating the maximum number of shares the Co-Seller desires to sellAlong Sale Date. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt of the Purchase Notice. (c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices and the Offering Terms The “Tag Along Notice Date” shall be the most favorable of date that the terms offered Tag-Along Sale Notice (as defined below) is first delivered, mailed or sent by courier, Telex or telecopy to the Proposed Purchaser to any Selling InvestorHolder.

Right to Participate in Sale. At least twenty (20) days prior to In the consummation event that, during the period beginning immediately after the closing of any sale subject to this Section 2 (the "Notice Period")Merger and ending upon a Public Offering, UBS and Fenway hold 40% or more of the Selling Investors shall notify in writing then-outstanding shares of the Company (and propose to engage in a sale of equity interests which writing shall also be signed by would result in a transfer of 40% or more of the Proposed Purchaser), and then-outstanding shares of the Company shall notify in writing to an unaffiliated purchaser, then the Co-Sellers, of the number of shares of Common Stock and the terms and conditions (collectively, the "Offering Terms") upon which the Proposed Purchaser has offered to purchase shares of Common Stock (the "Purchase Notice"). Each Co-Seller Investors shall have the right to participate pro rata (together, if applicable, with other stockholders, based on the percentage of their fully diluted equity in the proposed Company at the time of such transaction) in such sale at transaction on the same price per share and terms as UBS and Fenway. (treating optionsAs used herein, warrants and convertible "Public Offering" shall mean a registered offering of equity securities on of the Company or an as converted basis, and adjusting for any consideration payable upon exercise institutional private placement or conversion thereof144A offering of such equity securities with or without registration rights.) and on REGISTRATION RIGHTS In the same Offering Terms as those offered Stockholders Agreement (or by separate registration rights agreement) the Company will grant to the Selling Investors unlimited "piggyback" registration rights in registrations in which stockholders participate, at the Company's expense (other than underwriting discounts and selling commissions), subject to the following terms customary provisions and conditions: restrictions. Cutbacks will be pro rata among all holders requesting registration (a) Each Selling Investor and Co-Seller electing to participate based on each holder's percentage interest in the proposed sale fully diluted equity of the Company at the time of such registration). The Investors will, if requested by the underwriters for an underwritten public offering of equity securities of the Company, agree not to sell or transfer any equity securities of the Company (collectivelyother than equity securities, together with if any, included in such offering), without the Selling Investorsconsent of the underwriters, for a period of not more than 180 days following effectiveness of the "Participating Sellers") shall have registration statement relating to a Public Offering. FINANCIAL INFORMATION The Stockholders Agreement will grant the Investors the right to sell receive quarterly and annual financial statements of the Company. AFFILIATE TRANSACTIONS The Stockholders Agreement will provide that number agreements or transactions between the Company and UBS or Fenway or any of their affiliates shall require the prior approval of the holders of a majority of the then-outstanding voting common stock of the Company (excluding shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock covered held by the Purchase Notice interested person and its affiliates) other than agreements or transactions which are on arms-length terms or consulting or management agreements on terms (including with respect to fees) that are customary as between UBS and/or Fenway, as applicable, and their respective portfolio companies. Acquisition Sub agrees that any preferred stock to be purchased by UBS and/or Fenway or any of their affiliated entities or any financial accomodation to be provided to them for their preferred equity commitment in connection with the financing of the Merger will be on market terms or terms approved by Roy B. Andersen, Jr. and at least two of the following four xxxxxxxxxx: Robert Vaters, Dennis Schmaltz, Max Slifer and Dennis XxXxxx. Xxxepx xx xxxxxxxxxxed xx xxx xxregoixx xxxxxxxx, xxxxxxx in this paragraph shall limit any other activity of UBS and/or Fenway or any of their affiliated entities in connection with the transactions contemplated by the Merger Agreement. EXHIBIT D AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XPEDITE SYSTEMS, INC. * * * * * XPEDITE SYSTEMS, INC., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That Xpedite Systems, Inc. (iithe "Corporation") a fraction was originally incorporated under the numerator of which is the number of shares of Common Stock then owned by such Participating Sellers same name, and the denominator original Certificate of which is the number of shares of Common Stock then owned in the aggregate by all Participating Sellers. To the extent that any Participating Seller elects to sell less than the full number of shares of Common Stock which such Participating Seller is entitled to sell as determined pursuant to the previous sentence, each other Participating Seller's rights to participate in the sale shall be increased pro rata based on the number of shares of Common Stock then owned by such Participating Seller. (b) If a Co-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by the Co-Seller and stating the maximum number of shares the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt Incorporation of the Purchase Notice. (c) If Corporation was filed with the Proposed Purchaser is acquiring shares Secretary of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest State of the prices and the Offering Terms shall be the most favorable State of the terms offered by the Proposed Purchaser to any Selling InvestorDelaware on July 26, 1988.