Common use of TRANSACTION NOTICE Clause in Contracts

TRANSACTION NOTICE. At any time one (1) month after the date of Substantial Completion (as defined in the 2011 EPC Contract (as defined in the Partnership Agreement)) of Train 1 (as defined in the Partnership Agreement), CEI shall have the right to deliver a notice (the “Transaction Notice”) to Buyer requesting that Buyer purchase the Assigned Interests pursuant to the terms of this Agreement within six (6) months after the date of the Transaction Notice (the “Purchase Expiration Date”). Within thirty (30) days after the date of the Transaction Notice (the “Response Deadline”), Buyer shall provide notice to CEI (the “Purchase Confirmation Notice”) regarding whether Buyer is or is not undertaking efforts, or intending to undertake efforts, to satisfy the conditions precedent set forth in Section 6.2 in order to purchase the Assigned Interests by the Purchase Expiration Date. If Buyer (a) does not deliver a Purchase Confirmation Notice by the Response Deadline, (b) delivers a Purchase Confirmation Notice by the Response Deadline stating that it is not undertaking efforts and does not intend to undertake efforts to satisfy the conditions precedent set forth in Section 6.2 by the Purchase Expiration Date or (c) delivers a Purchase Confirmation Notice by the Response Deadline stating that it is undertaking or intends to undertake efforts to satisfy the conditions precedent set forth in Section 6.2 by the Purchase Expiration Date and the Closing has not occurred by the Purchase Expiration Date, then the Seller Parties shall, pursuant to Section 8.1(a)(v), have the right to terminate this Agreement at any time after the Response Deadline, the receipt of the Purchase Confirmation Notice or the Purchase Expiration Date, respectively. Nothing contained herein shall restrict the Buyer’s ability to cause the Parties to consummate the Transactions and effect the Closing at any earlier date prior to the termination of this Agreement.

TRANSACTION NOTICE. At any time one Dear [ ]: This Notice sets forth the terms of the agreement of Guggenheim Securities, LLC (1“Agent”) month after with TetraLogic Pharmaceuticals Corporation, a corporation organized under the date laws of Substantial Completion the State of Delaware (as the “Company”), relating to the issuance and sale of the Company’s Common Stock, par value $0.0001 per share, pursuant to the Sales Agreement between the Company and Agent, dated March 13, 2015 (the “Sales Agreement”). Unless otherwise defined below, capitalized terms defined in the 2011 EPC Contract (as defined in the Partnership Agreement)) of Train 1 (as defined in the Partnership Agreement), CEI Sales Agreement shall have the right same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with Guggenheim Securities to deliver a notice engage in the following transaction: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold (“Purchase Date”): Discount/Commission: Manner in which Shares are to be sold: Agency Transaction Floor price: [Insert if any] The Agency Transaction set forth in this Notice will not be binding on the “Transaction Notice”) to Buyer requesting Company or Agent unless and until the Company delivers its Acceptance; provided, however, that Buyer purchase neither the Assigned Interests pursuant to Company nor Agent will be bound by the terms of this Notice unless the Company delivers its Acceptance by [ ] [am/pm] (New York City time) on [the date hereof , 2015 ]. The Agency Transaction, if it becomes binding on the parties, shall be subject to all of the representations, warranties, agreements, covenants and other terms and conditions of the Sales Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations, warranties and agreements set forth in the Sales Agreement within six (6) months after shall be deemed to have been made at and as of the date of the Transaction Notice Company’s Acceptance and on any Purchase Date and any Settlement Date. If the foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the manner contemplated by the Sales Agreement. By: Name: Title: Accepted as of the date hereof: By: Name: Title: The undersigned, [ ], the [ ] of TetraLogic Pharmaceuticals Corporation, a corporation organized under the laws of the State of Delaware (the “Purchase Expiration DateCompany”). Within thirty (30) days after and [ ], the date [ ] of the Transaction Notice (the “Response Deadline”), Buyer shall provide notice to CEI (the “Purchase Confirmation Notice”) regarding whether Buyer is or is not undertaking efforts, or intending to undertake efforts, to satisfy the conditions precedent set forth in Section 6.2 in order to purchase the Assigned Interests by the Purchase Expiration Date. If Buyer (a) does not deliver a Purchase Confirmation Notice by the Response Deadline, (b) delivers a Purchase Confirmation Notice by the Response Deadline stating that it is not undertaking efforts and does not intend to undertake efforts to satisfy the conditions precedent set forth in Section 6.2 by the Purchase Expiration Date or (c) delivers a Purchase Confirmation Notice by the Response Deadline stating that it is undertaking or intends to undertake efforts to satisfy the conditions precedent set forth in Section 6.2 by the Purchase Expiration Date and the Closing has not occurred by the Purchase Expiration Date, then the Seller Parties shallCompany, pursuant to Section 8.1(a)(v4(a)(i) of the Sales Agreement between the Company and Guggenheim Securities, LLC, as agent, dated March 13, 2015 (the “Sales Agreement”), have the right to terminate this Agreement at any time after the Response Deadlineeach hereby certifies, the receipt in their respective capacities as officers of the Purchase Confirmation Notice or the Purchase Expiration Date, respectively. Nothing contained herein shall restrict the Buyer’s ability to cause the Parties to consummate the Transactions and effect the Closing at any earlier date prior to the termination of this Agreement.Company that:

TRANSACTION NOTICE. At any time one Dear : This Notice sets forth the terms of the agreement of [ ] (1the “Sales Agent”) month after with DiamondRock Hospitality Company, a Maryland corporation (the date “Company”), and DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership”), relating to the issuance and sale of Substantial Completion the Company’s Common Stock, par value $0.01 per share, pursuant to the Distribution Agreement between the Company and the Sales Agent, dated November [24], 2014 (as the “Agreement”). Unless otherwise defined below, capitalized terms defined in the 2011 EPC Contract (as defined in the Partnership Agreement)) of Train 1 (as defined in the Partnership Agreement), CEI Agreement shall have the right same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with the Sales Agent to deliver a notice engage in the following transaction: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (the “Transaction NoticePurchase Date”) Commission: Manner in which Shares are to Buyer requesting be Sold: Agency Transaction The Transaction set forth in this Notice will not be binding on the Company or the Sales Agent unless and until the Company delivers its Acceptance; provided, however, that Buyer purchase neither the Assigned Interests pursuant to Company nor the Sales Agent will be bound by the terms of this Notice unless the Company delivers its Acceptance by am/pm (New York time) on [the date hereof/ , 201 ]. The Transaction, if it becomes binding on the parties, shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement within six (6) months after shall be deemed to have been made at and as of the date of the Transaction Notice (the “Company’s Acceptance and on any Purchase Expiration Date”). Within thirty (30) days after the date of the Transaction Notice (the “Response Deadline”), Buyer shall provide notice to CEI (the “Purchase Confirmation Notice”) regarding whether Buyer is or is not undertaking efforts, or intending to undertake efforts, to satisfy the conditions precedent set forth in Section 6.2 in order to purchase the Assigned Interests by the Purchase Expiration Date and any Settlement Date. If Buyer (a) does not deliver a Purchase Confirmation Notice the foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the manner contemplated by the Response DeadlineAgreement. Very truly yours, (b) delivers a Purchase Confirmation Notice by the Response Deadline stating that it is not undertaking efforts and does not intend to undertake efforts to satisfy the conditions precedent set forth in Section 6.2 by the Purchase Expiration Date or (c) delivers a Purchase Confirmation Notice by the Response Deadline stating that it is undertaking or intends to undertake efforts to satisfy the conditions precedent set forth in Section 6.2 by the Purchase Expiration Date and the Closing has not occurred by the Purchase Expiration Date, then the Seller Parties shall, pursuant to Section 8.1(a)(v), have the right to terminate this Agreement at any time after the Response Deadline, the receipt [ ] By: Name: Title: [ ] By: Name: Title: ACCEPTED as of the Purchase Confirmation date first above written By: Name: Title: DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP By DiamondRock Hospitality Company, its general partner By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Notice or and delivered in accordance with the Purchase Expiration Date, respectively. Nothing contained herein shall restrict the Buyer’s ability to cause the Parties to consummate the Transactions and effect the Closing at any earlier date prior to the termination of this Agreement.]

TRANSACTION NOTICE. At any time one Dear : This Notice sets forth the terms of the agreement of [ ] (1the “Sales Agent”) month after with DiamondRock Hospitality Company, a Maryland corporation (the date “Company”), and DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership”), relating to the issuance and sale of Substantial Completion the Company’s Common Stock, par value $0.01 per share, pursuant to the Distribution Agreement between the Company and the Sales Agent, dated August 8, 2018 (as the “Agreement”). Unless otherwise defined below, capitalized terms defined in the 2011 EPC Contract (as defined in the Partnership Agreement)) of Train 1 (as defined in the Partnership Agreement), CEI Agreement shall have the right same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with the Sales Agent to deliver a notice engage in the following transaction: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (the “Transaction NoticePurchase Date”) Commission: Manner in which Shares are to Buyer requesting be Sold: Agency Transaction The Transaction set forth in this Notice will not be binding on the Company or the Sales Agent unless and until the Company delivers its Acceptance; provided, however, that Buyer purchase neither the Assigned Interests pursuant to Company nor the Sales Agent will be bound by the terms of this Notice unless the Company delivers its Acceptance by am/pm (New York time) on [the date hereof/ , 20 ]. The Transaction, if it becomes binding on the parties, shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement within six (6) months after shall be deemed to have been made at and as of the date of the Transaction Notice (the “Company’s Acceptance and on any Purchase Expiration Date”). Within thirty (30) days after the date of the Transaction Notice (the “Response Deadline”), Buyer shall provide notice to CEI (the “Purchase Confirmation Notice”) regarding whether Buyer is or is not undertaking efforts, or intending to undertake efforts, to satisfy the conditions precedent set forth in Section 6.2 in order to purchase the Assigned Interests by the Purchase Expiration Date and any Settlement Date. If Buyer (a) does not deliver a Purchase Confirmation Notice the foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the manner contemplated by the Response DeadlineAgreement. Very truly yours, (b) delivers a Purchase Confirmation Notice by the Response Deadline stating that it is not undertaking efforts and does not intend to undertake efforts to satisfy the conditions precedent set forth in Section 6.2 by the Purchase Expiration Date or (c) delivers a Purchase Confirmation Notice by the Response Deadline stating that it is undertaking or intends to undertake efforts to satisfy the conditions precedent set forth in Section 6.2 by the Purchase Expiration Date and the Closing has not occurred by the Purchase Expiration Date[ ] By: Name: Title: first above written DIAMONDROCK HOSPITALITY COMPANY By: Name: Title: DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP By: DiamondRock Hospitality Company, then the Seller Parties shall, pursuant to Section 8.1(a)(v), have the right to terminate this Agreement at any time after the Response Deadline, the receipt of the Purchase Confirmation Notice or the Purchase Expiration Date, respectively. Nothing contained herein shall restrict the Buyer’s ability to cause the Parties to consummate the Transactions and effect the Closing at any earlier date prior to the termination of this Agreement.its general partner By: Name: Title: