Common use of Right to Participate in Sale Clause in Contracts

Right to Participate in Sale. (a) 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 case of 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 be employed by the Company or a Subsidiary, then the Transferring Party shall afford MW (and his Permitted Transferees), the other Executive Stockholders and the GEI Parties, as applicable (the “Tag-Along Stockholders”), the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article IV. Each Tag-Along Stockholder shall have a proportionate right, but not the obligation (except as provided in Section 1.5), to participate in such Tag-Along Sale. The number of shares of Common Stock or Junior Preferred Stock, as applicable (the “Tag-Along Allotment”), 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/or Junior Preferred Stock, as applicable, beneficially owned by such Tag-Along Stockholder as of the close of business on the day immediately prior to the Tag-Along Notice Date by (b) a fraction (the “Tag-Along Fraction”), the numerator of which shall equal the number of shares of Common Stock and/or Junior Preferred Stock, as applicable, proposed by the Transferring Party 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 and/or Junior Preferred Stock, as applicable, that are beneficially owned (which, for purposes of this Article IV, shall include all shares of Junior Preferred Stock issuable upon exercise of the MW Options then outstanding) by the Transferring Party (and its Permitted Transferees or Affiliates, as applicable) 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 Section 4.1(a) shall apply only with respect to those classes of Capital Stock to be transferred by the Transferring Party in any particular transaction and shall not be triggered with respect to a particular class of Capital Stock as a result of Transfers of any other class of Capital Stock.

Right to Participate in Sale. (a) Subject Should any Holder Transfer, subsequent to Section 4.64 years from the date hereof, if MW (or any Permitted Transferee) or any GEI Party (a “Transferring Party”) proposes to Transfer shares of Common Stock or Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, in an amount greater than five (5) 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”) to a third party that is (i) in , and such Holder, the case of 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 be employed by the Company or a Subsidiary, then the Transferring Party shall afford MW (and his Permitted Transferees“Transferor”), the Transferor shall afford each other Executive Stockholders and the GEI Parties, as applicable (the “Tag-Along Stockholders”), Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article IVSection 5.4. Each Tag-Along Stockholder Holder shall have a proportionate right, but not the obligation (except as provided in Section 1.5)obligation, to participate in such Tag-Along Sale. The number of shares of Common Stock, Junior Preferred Stock or Junior and/or Senior Preferred Stock, as applicable applicable, (the “Tag-Along Allotment”), ) that each Tag-Along Stockholder Holder will be entitled to include in such Tag-Along Sale shall be determined by multiplying (a) the number of shares of Common Stock, Junior Preferred Stock and/or Junior Senior Preferred Stock, as applicable, beneficially owned held by such Tag-Along Stockholder Holder as of the close of business on the day immediately prior to the Tag-Along Notice Date by (b) a fraction (the “Tag-Along Fraction”), the numerator of which shall equal the number of shares of Common Stock, Junior Preferred Stock and/or Junior Senior Preferred Stock, as applicable, proposed by the Transferring Party Transferor 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, Junior Preferred Stock and/or Junior Senior Preferred Stock, as applicable, that are beneficially owned (which, for purposes of this Article IV, shall include all shares of Junior Preferred Stock issuable upon exercise of the MW Options then outstanding) by the Transferring Party (and its Permitted Transferees or Affiliates, as applicable) Transferor 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 Section 4.1(a) shall apply only with respect to those classes of Capital Stock to be transferred by the Transferring Party in any particular transaction and shall not be triggered with respect to a particular class of Capital Stock as a result of Transfers of any other class of Capital Stock.

Right to Participate in Sale. If (ai) Subject the Millers (and any Affiliated transferee or transferees of equity securities of the Millers) enter into an agreement to Section 4.6transfer, if MW sell or otherwise dispose of any interest (or any Permitted Transfereeincluding the grant of an option) or any GEI Party in (a “Transferring Party”"Transfer") proposes to Transfer more than fifty percent (50%) of the aggregate shares of Common Stock held by them or Junior Preferred (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 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 "MAJORITY STOCKHOLDER" and each such Transfer or related series of Transfers, a "TAG-ALONG SALE"), then the Millers, and Parent if it is a Transferor, shall 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 a third party that is (i) in have the case of 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 be employed by the Company or a Subsidiary, then the Transferring Party shall afford MW (and his Permitted Transferees), the other Executive Stockholders and the GEI Parties, as applicable (the “Tag-Along Stockholders”), the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article IV. Each Tag-Along Stockholder shall have a proportionate right, but not the obligation (except as provided in Section 1.5)obligation, to participate in such Tag-Along SaleSale with respect to the Common Stock proposed to be sold by the Majority Stockholder. The number of shares of Common Stock or Junior Preferred Stock, as applicable (the “Tag-Along Allotment”), that each Tag-Along Stockholder GEI will be entitled to include in such a Tag-Along Sale ("GEI'S ALLOTMENT") shall be determined by multiplying (a) the total number of shares of such Common Stock and/or Junior Preferred Stock, as applicable, beneficially owned by such Tag-Along Stockholder as of the close of business on the day immediately prior proposed to be Transferred pursuant to the Tag-Along Notice Date Sale (other than shares proposed to be issued by Parent), by (b) a fraction (the “Tag-Along Fraction”)fraction, the numerator of which shall equal the aggregate number of shares of such Common Stock and/or Junior Preferred Stock, as applicable, proposed owned by GEI on the Transferring Party to be sold or otherwise disposed of pursuant to day immediately preceding the Tag-Along Sale Notice Date (as defined below) and the denominator of which shall equal the total sum of (I) the aggregate number of shares of such Common Stock and/or Junior Preferred Stock, as applicable, that are beneficially owned by the Majority Stockholder plus (which, for purposes II) the aggregate number of this Article IV, shall include all shares of Junior Preferred such Common Stock issuable upon exercise held by all other Persons holding shares of such Common Stock of Parent and the MW Options then outstanding) aggregate number of shares of such Common Stock subject to stock options to acquire such Common Stock held by Persons who have tag-along rights with regard to such shares or shares subject to stock options, and others who may have tag-along rights relative to the Transferring Party (and its Permitted Transferees or AffiliatesMajority Stockholder, as applicable) as of the close of business in each case, on the day immediately prior to preceding the Tag-Along Notice Date. For The "TAG-ALONG NOTICE DATE" shall be the avoidance of doubtdate that the Tag-Along Sale Notice (as defined below) is first delivered, the tag-along rights provided in this Section 4.1(a) shall apply only with respect mailed or sent by courier or telecopy to those classes of Capital Stock to be transferred by the Transferring Party in any particular transaction and shall not be triggered with respect to a particular class of Capital Stock as a result of Transfers of any other class of Capital StockGEI.

Right to Participate in Sale. If all previous Transfers (aother than Employee Sales) Subject 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 Section 4.6, if MW (or any Permitted Transferee) or be made by any GEI Party (each such proposed Transfer being referred to herein as 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) would result in the case Transfer, in the aggregate for all such transactions, of a GEI Party, not an Affiliate more than ten percent (10%) of the Transferring Party or (ii) in Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, outstanding on the case of MW, a Permitted Transferee or another Executive Stockholder who continues to be employed by the Company or a SubsidiaryTag-Along Sale Date, then the Transferring Party GEI Parties shall afford MW (and his Permitted Transferees), the other Executive Stockholders and the GEI Parties, as applicable (the “Tag-Along Stockholders”), each Management Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article IV. V. Each Tag-Along Stockholder Management Holder shall have a proportionate right, but not the obligation (except as provided in Section 1.5Article VI), to participate in such Tag-Along Sale. The number of shares of Common Stock, Junior Preferred Stock or Junior and/or Senior Preferred Stock, as applicable applicable, (the “"Tag-Along Allotment”), ") that each Tag-Along Stockholder Management Holder will be entitled to include in such Tag-Along Sale shall be determined by multiplying (a) the number of shares of Common Stock, Junior Preferred Stock and/or Junior Senior Preferred Stock, as applicable, beneficially owned held by such Tag-Along Stockholder Management Holder as of the close of business on the day immediately prior to the Tag-Along Notice Date by (b) a fraction (the “"Tag-Along Fraction”"), the numerator of which shall equal the number of shares of Common Stock, Junior Preferred Stock and/or Junior Senior Preferred Stock, as applicable, proposed by the Transferring Party GEI Parties 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, Junior Preferred Stock and/or Junior Senior Preferred Stock, as applicable, that are beneficially owned (which, for purposes of this Article IV, shall include all shares of Junior Preferred Stock issuable upon exercise of the MW Options then outstanding) by the Transferring Party (and its Permitted Transferees or Affiliates, as applicable) 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 Section 4.1(a) Article V shall apply only with respect to those classes of Capital Stock as to be which the GEI Parties have transferred by at least 10% of the Transferring Party in any particular transaction outstanding shares of the relevant class and tag-along rights shall not be triggered with respect to a particular class of Capital Stock as a result of Transfers of any other class of Capital Stock.

Right to Participate in Sale. Upon receipt of a Tag-Along Sale Notice, the non-disposing Investors and each of the Warrant Security Holders shall have the right to sell to the Buyer (a) 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 “the "Tag-Along Sale”) "), on the same terms and conditions applicable to a third party that is (i) the Disposing Significant Stockholder, in the case of a GEI Party, not an Affiliate lieu of the Transferring Party or (ii) in sale to the case of MW, a Permitted Transferee or another Executive Stockholder who continues to be employed Buyer by the Company or a SubsidiaryDisposing Significant Stockholder, then the Transferring Party shall afford MW (and his Permitted Transferees), the other Executive Stockholders and the GEI Parties, as applicable (the “Tag-Along Stockholders”), the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article IV. Each Tag-Along Stockholder shall have a proportionate right, but not the obligation (except as provided in Section 1.5), to participate in such Tag-Along Sale. The that number of shares of Common Stock or Junior and/or Preferred Stock, as applicable (applicable, equal to the “Tag-Along Allotment”), that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale shall be determined product attained by multiplying (a) the number of shares of Diluted Common Stock and/or Junior Preferred Stock, as applicable, beneficially owned by such Tag-Along Stockholder as of the close of business on the day immediately prior to be sold to the Tag-Along Notice Date by Buyer times (b) a fraction the quotient derived by dividing (the “Tag-Along Fraction”), the numerator of which shall equal i) the number of shares of Diluted Common Stock and/or Junior Preferred Stock, as applicable, proposed by the Transferring Party held (or deemed to be sold or otherwise disposed of pursuant to the Tagheld) by such non-Along Sale and the denominator of which shall equal disposing Investors by (ii) the total number of shares of Diluted Common Stock and/or Junior and Preferred Stock, as applicable, that are beneficially owned held (which, for purposes of this Article IV, shall include all shares of Junior Preferred Stock issuable upon exercise of the MW Options then outstandingor deemed to be held) by such 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 Transferring Party Disposing Significant Stockholder within thirty (and its Permitted Transferees or Affiliates, as applicable30) as days following the delivery of the close of business on the day immediately prior to the Tag-Along Sale Notice Dateto the non-disposing Investors and the Warrant Security Holders of the proposed sale to the Buyer by such Disposing Significant Stockholder. For the avoidance of doubtIn participating hereunder, the tag-along rights provided in this Section 4.1(a) Warrant Security Holders shall apply only with respect to those classes be treated as if they owned the underlying Preferred Stock without exercise of Capital Stock to be transferred by the Transferring Party in any particular transaction Preferred Warrants and shall not be triggered with respect entitled to a particular class sell their Preferred Warrants in lieu of Capital Stock as a result of Transfers of any other class of Capital exercising such Warrants and selling the underlying Preferred Stock.

Right to Participate in Sale. (a) Subject to Section 4.6, if MW (or any Permitted Transferee) or any GEI Party (a “Transferring Party”) proposes to Transfer 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 Junior Preferred 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 five percent (5%) of the outstanding shares of Common Stock (such sale or other disposition for value being referred to as a “"Tag-Along Sale”) to a third party that is (i) in the case of 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 be employed by the Company or a Subsidiary"), then the Transferring Party UGC Group shall afford MW each of the Participating Holders holding in registered form one half of one percent (and his Permitted Transferees)1/2%) or more of the outstanding shares of Common Stock as of the close of business on the day immediately prior to the Tag-Along Notice Date (as hereinafter defined) (each, individually, a "Tag-Along Stockholder" and, collectively, the other Executive Stockholders and the GEI Parties, as applicable (the “"Tag-Along Stockholders”), ") the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article IV. Each Tag-Along Stockholder shall have a proportionate right, but not the obligation (except as provided in Section 1.5), to participate in such Tag-Along Sale. I. The number of shares of Common Stock or Junior Preferred Stock, as applicable (the “Tag-Along Allotment”), that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale (the "Tag-Along Allotment") shall be determined by multiplying (ai) the number of shares of Common Stock and/or Junior Preferred Stockreceived from the Company by such Tag-Along Stockholder on the date of this Agreement and registered in name to such Tag-Along Stockholder within 30 days of this Agreement, as applicable, beneficially owned which shares of Common Stock continue to be held in registered form by such Tag-Along Stockholder as of the close of business on the day immediately prior to the Tag-Along Notice Date by (bii) a fraction (the “Tag-Along Fraction”)fraction, the numerator of which shall equal the number of shares of Common Stock and/or Junior Preferred Stock, as applicable, proposed by the Transferring Party 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 and/or Junior Preferred Stock, as applicable, that are beneficially owned (which, for purposes of this Article IV, shall include all shares of Junior Preferred Stock issuable upon exercise of the MW Options then outstanding) by the Transferring Party (and its Permitted Transferees or Affiliates, as applicable) UGC Group as of the close of business on the day immediately prior to the Tag-Along Notice Date. For Date (the avoidance of doubt, the tag-along rights provided in this Section 4.1(a) shall apply only with respect to those classes of Capital Stock to be transferred by the Transferring Party in any particular transaction and shall not be triggered with respect to a particular class of Capital Stock as a result of Transfers of any other class of Capital Stock"Common Shares UGC Fraction").

Right to Participate in Sale. (a) Subject If at any time any Green Party proposes to Section 4.6, if MW enter into an agreement (or substantially contemporaneous agreements, not with the same or affiliated parties) to sell or otherwise dispose of for value any Permitted TransfereeShares in one or more related transactions which will result in the transfer of at least five percent (5%) 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 any GEI Party (a “Transferring Party”) proposes other disposition for value being referred to Transfer shares of Common Stock or Junior Preferred Stock (as a “Tag-Along Sale”) to a third party that is (i) in the case of a GEI Party), not an Affiliate then such Green Parties shall afford each of the Transferring Party or Individual Related Parties who hold Shares of such class (ii) in the case of MWeach individually a “Tag-Along Stockholder” and, a Permitted Transferee or another Executive Stockholder who continues to be employed by the Company or a Subsidiarycollectively, then the Transferring Party shall afford MW (and his Permitted Transferees), the other Executive Stockholders and the GEI Parties, as applicable (the “Tag-Along Stockholders”), ) the opportunity to participate proportionately on the same terms as the Green Parties as set forth in the Tag-Along Notice (defined below) in such Tag-Along Sale in accordance with this Article IV. Each Tag-Along Stockholder shall have a proportionate right, but not the obligation (except as provided in Section 1.5), to participate in such Tag-Along Sale2.4. The maximum number of shares Shares of Common Stock or Junior Preferred Stock, as applicable (the “Tag-Along Allotment”), 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 be determined by multiplying (ai) the number of shares Shares of Common Stock and/or Junior Preferred Stock, as applicable, beneficially such class owned by such Tag-Along Stockholder on a fully-diluted basis (taking outstanding options into account) as of the close of business on the day immediately prior to the Tag-Along Notice Date by (bas defined in Section 2.4.2) times (ii) a fraction (the “Tag-Along Fraction”)fraction, the numerator of which shall equal is the number of shares Shares of Common Stock and/or Junior Preferred Stock, as applicable, such class proposed by the Transferring Party Green Parties to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal is the total number of shares Shares of Common Stock and/or Junior Preferred Stock, as applicable, that are the relevant class beneficially owned (which, for purposes of this Article IV, shall include all shares of Junior Preferred Stock issuable upon exercise of the MW Options then outstanding) by the Transferring Party Green Parties and the Individual Related Parties collectively on a fully diluted basis (and its Permitted Transferees or Affiliates, as applicabletaking outstanding options into account) as of the close of business on the day immediately prior to the Tag-Along Notice Date; provided, however, that if any Tag-Along Stockholder fails to timely elect to participate in a Tag-Along Sale, the 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 equal to the avoidance number of doubtshares obtained by multiplying (i) a fraction, the tagnumerator of which is such Tag-along rights provided in this Section 4.1(a) shall apply only with respect to those classes Along Stockholder’s Tag-Along Allotment of Capital Stock to be transferred by Shares of the Transferring Party in any particular transaction relevant class and shall not be triggered with respect to a particular the denominator of which is the aggregate Tag-Along Allotment of Shares of such class of Capital Stock as a result all Tag-Along Stockholders fully participating in such sale of Transfers Shares of any other such class, times (ii) the total number of Shares of such class constituting the unsold portions of the Tag-Along Allotments of Shares of such class of Capital Stockall Tag-Along Stockholders that are not fully participating in such Tag-Along Sale.

Right to Participate in Sale. For purposes of this Section 21.2 (a) 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 and ---------------------------- the case of a GEI Party, not an Affiliate corresponding provisions of the Transferring Party or (ii) in the case remaining Sections of MW, a Permitted Transferee or another Executive Stockholder who continues to be employed by the Company or a Subsidiary, then the Transferring Party shall afford MW (and his Permitted Transfereesthis Article 21), the other Executive Stockholders 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 not apply prior to a Conversion. If the National Data Members should participate in a Sale, National Data shall give MasterCard a Sale Notice and the GEI Parties, as applicable (the “Tag-Along Stockholders”), the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article IV. Each Tag-Along Stockholder MasterCard shall have a proportionate rightthe right and option, but not the obligation (except exercisable as provided in Section 1.5)set forth below, to participate in such Tag-Along Sale pro rata in accordance with its respective Membership Interests based on Percentage Ownership Interests in the Company in the Sale, in which event the Membership Interest(s) or the securities to be sold by the National Data Members or National Data, as the case may be, in the Sale shall be reduced to the extent MasterCard elects to participate and such reduction is required. Within fifteen (15) business days after the date the Sale Notice is given, MasterCard shall provide National Data with written irrevocable notice authorizing National Data to sell or otherwise dispose of MasterCard's Membership Interest pursuant to the terms of the Sale. The number Delivery of shares such notice authorizing National Data to sell or otherwise dispose of Common Stock or Junior Preferred Stocksuch Membership Interests shall constitute an irrevocable acceptance of the Sale on the terms set forth in the Sale Notice. After delivery of such notice, as applicable (the “Tag-Along Allotment”), that each Tag-Along Stockholder will MasterCard shall not be entitled to include participate in such Tag-Along Sale shall be determined by multiplying (a) the number sale of shares of Common Stock and/or Junior Preferred Stock, as applicable, beneficially owned by such Tag-Along Stockholder as of the close of business on the day immediately prior to the Tag-Along Notice Date by (b) a fraction (the “Tag-Along Fraction”), the numerator of which shall equal the number of shares of Common Stock and/or Junior Preferred Stock, as applicable, proposed by the Transferring Party to be sold or otherwise disposed of Membership Interests pursuant to the Tag-Along Sale and if it does not execute any agreements, certificates or other documents required to consummate the denominator of which shall equal the total number of shares of Common Stock and/or Junior Preferred Stock, as applicable, that are beneficially owned (which, for purposes of this Article IV, shall include all shares of Junior Preferred Stock issuable upon exercise transfer of the MW Options then outstandingMembership Interests pursuant to this Section. If MasterCard shall have elected not to participate in the Sale, (i) by the Transferring Party (MasterCard will be deemed to have waived any of and all of its Permitted Transferees or Affiliates, as applicable) 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 under this Section 4.1(a) shall apply only 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 classes 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 Capital Stock this provision is to be transferred by the Transferring Party in any particular transaction and shall not be triggered with respect exercise its Put Right pursuant to a particular class of Capital Stock as a result of Transfers of any other class of Capital StockSection 20.1(c).

Right to Participate in Sale. (a) Subject Purchaser and its affiliates are sometimes referred to Section 4.6in this Agreement, if MW collectively, as the "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 or all of the foregoing are sometimes referred to in this Agreement, collectively, as the "Executive 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 Permitted TransfereeCommon 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 any GEI Party (other disposition for value being referred to as 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 case of 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 be employed by the Company or a Subsidiary"), then the Transferring Party such Purchaser Parties shall afford MW the Executive Parties (and his Permitted Transferees)each individually a "Tag-Along Stockholder" and, collectively, the other Executive Stockholders and the GEI Parties, as applicable (the “"Tag-Along Stockholders”), ") the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article IV. Each Tag-Along Stockholder shall have a proportionate right, but not the obligation (except as provided in Section 1.5), to participate in such Tag-Along Sale2.4. The number of shares of Common Stock or Junior Preferred Stock, as applicable (the “Tag-Along Allotment”), Shares that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale (the "Tag-Along Allotment") shall be determined by multiplying (ai) the number of shares of Common Stock and/or Junior Preferred Stock, as applicable, beneficially owned Shares held by such Tag-Along Stockholder as of the close of business on the day immediately prior to the Tag-Along Notice Date (as hereinafter defined) by (bii) a fraction (the “Tag-Along Fraction”)fraction, the numerator of which shall equal the number of shares of Common Stock and/or Junior Preferred Stock, as applicable, Shares proposed by the Transferring Party Purchaser Parties 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 and/or Junior Preferred Stock, as applicable, Shares that are beneficially owned (which, for purposes of this Article IV, shall include all shares of Junior Preferred Stock issuable upon exercise of the MW Options then outstanding) by the Transferring Party (and its Permitted Transferees or Affiliates, as applicable) Purchaser Parties as of the close of business on the day immediately prior to the Tag-Along Notice DateDate (the "Purchaser Fraction"); provided, however, that if any of the Executive Parties fails to elect to participate in a Tag-Along Sale, Purchaser 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 from the date such notice was given to agree to sell their pro rata share of any unsold portion. For the avoidance purposes of doubt, the tag-along rights provided in this Section 4.1(a2.4.1, a Tag-Along Stockholder's pro rata share of any unsold portion shall be equal to the number of shares obtained by dividing (A) shall apply only with respect to those classes the Purchaser Fraction times the total number of Capital Stock to be transferred Common Shares that are held by the Transferring Party Executive Parties that are not participating in any particular transaction and shall not be triggered with respect to a particular class the Tag-Along Sale by (B) the number of Capital Stock as a result of Transfers of any other class of Capital StockTag-Along Stockholders that are participating in the Tag-Along Sale.

Right to Participate in Sale. (a) Subject If at any time any Green Party proposes to Section 4.6, if MW enter into an agreement (or substantially contemporaneous agreements, not with the same or affiliated parties) to sell or otherwise dispose of for value any Permitted TransfereeCommon 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 any GEI Party (a “Transferring Party”) proposes other disposition for value being referred to Transfer shares of Common Stock or Junior Preferred Stock (as a “Tag-Along Sale”) to a third party that is (i) in the case of a GEI Party), not an Affiliate then such Green Parties shall afford each of the Transferring Party or Individual Related Parties who hold Common Shares (ii) in the case of MWeach individually a “Tag-Along Stockholder” and, a Permitted Transferee or another Executive Stockholder who continues to be employed by the Company or a Subsidiarycollectively, then the Transferring Party shall afford MW (and his Permitted Transferees), the other Executive Stockholders and the GEI Parties, as applicable (the “Tag-Along Stockholders”), ) the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article IV. Each Tag-Along Stockholder shall have a proportionate right, but not the obligation (except as provided in Section 1.5), to participate in such Tag-Along Sale2.4. The number of shares of Common Stock or Junior Preferred Stock, as applicable (the “Tag-Along Allotment”), Shares that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale (such Tag-Along Stockholder’s “Tag-Along Allotment”) shall be determined by multiplying (ai) the number of shares of Common Stock and/or Junior Preferred Stock, as applicable, beneficially Shares owned by such Tag-Along Stockholder on a fully-diluted basis as of the close of business on the day immediately prior to the Tag-Along Notice Date by (bas defined in Section 2.4.2) times (ii) a fraction (the “Tag-Along Fraction”)fraction, the numerator of which shall equal is the number of shares of Common Stock and/or Junior Preferred Stock, as applicable, Shares proposed by the Transferring Party Green Parties to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal is the total number of shares of Common Stock and/or Junior Preferred Stock, as applicable, that are Shares beneficially owned (which, for purposes of this Article IV, shall include all shares of Junior Preferred Stock issuable upon exercise of the MW Options then outstanding) by the Transferring Party (Green Parties and its Permitted Transferees or Affiliates, as applicable) the Individual Related Parties collectively on a fully diluted basis as of the close of business on the day immediately prior to the Tag-Along Notice DateDate (the fraction referred to in this clause (ii) being the “Common Share Purchaser Fraction”); provided, however, that if any Tag-Along Stockholder fails to timely elect to participate in a Tag-Along Sale, the 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 equal to the avoidance number of doubtshares obtained by multiplying (i) a fraction, the tagnumerator of which is such Tag-along rights provided Along Stockholder’s Tag-Along Allotment of Common Shares and the denominator of which is the aggregate Tag-Along Allotment of Common Shares of all Tag-Along Stockholders fully participating in this Section 4.1(asuch sale of Common Shares, times (ii) shall apply only with respect to those classes the total number of Capital Stock to be transferred by Common Shares constituting the Transferring Party unsold portions of the Tag-Along Allotments of Common Shares of all Tag-Along Stockholders that are not fully participating in any particular transaction and shall not be triggered with respect to a particular class of Capital Stock as a result of Transfers of any other class of Capital Stocksuch Tag-Along Sale.

Right to Participate in Sale. (a) Subject to Section 4.6Notwithstanding any other provision hereof, if MW any Shareholder party hereto, other than any Class B Shareholder (or any Permitted Transferee) or any GEI Party (a “Transferring Party”such Shareholders, together with their Affiliates, the "Selling Shareholder(s)") proposes to Transfer shares enter into an agreement with a third party to sell or otherwise dispose of Common Stock for value (such sale or Junior Preferred Stock (other disposition for value being referred to as a “"Tag-Along Sale”") El Sitio Shares held by it to a third party that who is (i) in the case of a GEI Party, not an Affiliate (any such party, a "Third Party") pursuant to a bona fide transaction (or series of the Transferring Party or (iirelated transactions) in the case which securities representing an aggregate Interest of MW, fifty percent (50%) or more will be sold to a Permitted Transferee or another Executive Stockholder who continues to be employed by the Company or a SubsidiaryThird Party, then the Transferring Party Selling Shareholder(s) shall afford MW (and his Permitted Transfereesthe Other Shareholder(s), the other Executive Stockholders and the GEI Parties, as applicable (the “"Tag-Along Stockholders”), Shareholders") the opportunity to participate proportionately in require that the sale by the Selling Shareholder(s) be conditioned upon such Third Party purchasing that number of El Sitio Shares owned by such Tag-Along Sale Shareholder which delivers a Tag-Along Notice in accordance with this Article IV. Each Section 3.5(c) equal to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the number of El Sitio Shares owned by such Tag-Along Stockholder Shareholder, by (B) the number of El Sitio Shares owned by the Selling Shareholders and all Tag-Along Shareholders which are selling El Sitio Shares in the contemplated Tag-Along Sale, and (ii) 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 have a proportionate rightprovide (i) that the only representations, but not 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 obligation shares 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 (except as provided in Section 1.5if 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 participate 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 Tag-Along Shareholder; provided, however, that the foregoing shall not limit the obligations of such Tag-Along Shareholder, and such Tag-Along Shareholder 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 sold by such Tag-Along Shareholder in proportion to all shares of the Company sold in such Tag-Along Sale. The number of shares of Common Stock or Junior Preferred Stock, as applicable () provided for in the “Tag-Along Allotment”), 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/or Junior Preferred Stock, as applicable, beneficially owned by such Tag-Along Stockholder as of the close of business on the day immediately prior agreement relating to the Tag-Along Notice Date by (b) a fraction (Sale. For purposes of this Section 3.5, if the “Selling Shareholder is transferring the Company's common shares, then the Class B Shareholders shall be included as Tag-Along Fraction”)Shareholders; in all other cases, the numerator of which shall equal the number of shares of Common Stock and/or Junior Preferred Stock, as applicable, proposed by the Transferring Party 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 and/or Junior Preferred Stock, as applicable, that are beneficially owned (which, for purposes of this Article IV, shall include all shares of Junior Preferred Stock issuable upon exercise of the MW Options then outstanding) by the Transferring Party (and its Permitted Transferees or Affiliates, as applicable) 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 Section 4.1(a) shall apply only with respect to those classes of Capital Stock to be transferred by the Transferring Party in any particular transaction and Class B Shareholders shall not be triggered with respect to a particular class of Capital Stock included as a result of Transfers of any other class of Capital StockOther Shareholders.

Right to Participate in Sale. If Parent enters into an agreement to transfer, sell or otherwise dispose of (a) Subject such transfer, sale or other disposition being referred 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 (as a “Tag-Along Sale”) a majority of its shares of Common Stock of the Company held on the date hereof to a third party that is (i) in the case of a GEI Third 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 be employed by the Company or a Subsidiary, then the Transferring Party Parent shall afford MW (and his Permitted Transferees), the other Executive Stockholders and the GEI Parties, as applicable (the “Tag-Along Stockholders”), Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article IVSection 2(c). Each Tag-Along Stockholder The Holder shall have a proportionate the right, but not the obligation (except as provided in Section 1.52(b)), to participate in such Tag-Along SaleSale 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 or Junior Preferred Stock, as applicable (that the “Tag-Along Allotment”), that each Tag-Along Stockholder Holder will be entitled to include in such Tag-Along Sale (the “Management Investor’s Allotment”) shall be determined by multiplying (ai) the number of shares of Common Stock and/or Junior Preferred Stock, as applicable, beneficially owned held by such Tag-Along Stockholder as of the close of business Holder on the day immediately prior to the Tag-Along Notice Sale Date (as defined below), by (bii) a fraction (the “Tag-Along Fraction”)fraction, the numerator of or which shall equal the number of shares of Common Stock and/or Junior Preferred Stock, as applicable, proposed by the Transferring Party Parent 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 and/or Junior Preferred Stock, as applicable, that are beneficially owned by (which, for purposes a) Parent and (b) any holder of this Article IV, shall include all shares of Junior Preferred Common Stock issuable upon exercise of (including the MW Options then outstandingHolder) by that has the Transferring Party (and its Permitted Transferees or Affiliates, as applicable) as of the close of business on the day immediately prior right to “tag-along” in the Tag-Along Sale on the Tag-Along Sale Date. The “Tag Along Notice Date. For ” shall be the avoidance of doubtdate that the Tag-Along Sale Notice (as defined below) is first delivered, mailed or sent by courier, Telex or telecopy to the tag-along rights provided in this Section 4.1(a) shall apply only with respect to those classes of Capital Stock to be transferred by the Transferring Party in any particular transaction and shall not be triggered with respect to a particular class of Capital Stock as a result of Transfers of any other class of Capital StockHolder.

Right to Participate in Sale. If Parent enters into an agreement to transfer, sell or otherwise dispose of (a) Subject such transfer, sale or other disposition being referred 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 (as a “Tag-Along Sale”) a majority of its shares of Common Stock of the Company held on the date hereof to a third party that is (i) in the case of a GEI Third 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 be employed by the Company or a Subsidiary, then the Transferring Party Parent shall afford MW (and his Permitted Transferees), the other Executive Stockholders and the GEI Parties, as applicable (the “Tag-Along Stockholders”), Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article IVSection 2(c). Each Tag-Along Stockholder The Holder shall have a proportionate the right, but not the obligation (except as provided in Section 1.52(b)), to participate in such Tag-Along SaleSale 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 or Junior Preferred Stock, as applicable (that the “Tag-Along Allotment”), that each Tag-Along Stockholder Holder will be entitled to include in such Tag-Along Sale (the “Management Investor’s Allotment”) shall be determined by multiplying (ai) the number of shares of Common Eligible Stock and/or Junior Preferred Stock, as applicable, beneficially owned held by such Tag-Along Stockholder as of the close of business Holder on the day immediately prior to the Tag-Along Notice Sale Date (as defined below), by (bii) a fraction (the “Tag-Along Fraction”)fraction, the numerator of which shall equal the number of shares of Common Stock and/or Junior Preferred Stock, as applicable, proposed by the Transferring Party Parent 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 and/or Junior Preferred Stock, as applicable, that are beneficially owned by (which, for purposes a) Parent and (b) any holder of this Article IV, shall include all shares of Junior Preferred Common Stock issuable upon exercise of (including the MW Options then outstandingHolder) by that has the Transferring Party (and its Permitted Transferees or Affiliates, as applicable) as of the close of business on the day immediately prior right to “tag-along” in the Tag-Along Sale on the Tag-Along Sale Date. The “Tag Along Notice Date. For ” shall be the avoidance of doubtdate that the Tag-Along Sale Notice (as defined below) is first delivered, mailed or sent by courier, Telex or telecopy to the tag-along rights provided in this Section 4.1(a) shall apply only with respect to those classes of Capital Stock to be transferred by the Transferring Party in any particular transaction and shall not be triggered with respect to a particular class of Capital Stock as a result of Transfers of any other class of Capital StockHolder.