Common use of Tag-Along Notice Clause in Contracts

Tag-Along Notice. If the Holder wishes to participate in the Tag-Along Sale, the Holder shall provide written notice (the “Tag-Along Notice”) to Parent no less than ten (10) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock that such Holder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Along Sale applicable to the Holder after the Holder gives the Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date.

Tag-Along Notice. If the Holder wishes to participate in the Tag-Along Sale, the Holder shall provide written notice (the “"Tag-Along Notice”") to Parent GEI no less than ten (10) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock that such Holder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s 's Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“"Additional Shares”") in the event there is any under-subscription undersubscription for the entire amount of all Management Investors’ ' Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent GEI (collectively, the “"Management Investors’ ' Allotments”"). In the event there is an under-subscription by all holders of Management Investors’ ' Allotments for the entire amount of the Management Investors’ ' Allotments, Parent GEI shall apportion the unsubscribed Management Investors’ ' Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s 's binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii8(b) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the Holder after the Holder gives the Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent GEI (except as otherwise provided herein) then Parent GEI shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent GEI are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent GEI from the Holder prior to the ten-day period specified above, Parent GEI shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent GEI than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date.

Tag-Along Notice. If the Holder wishes At least five days prior to participate in the Parent or ECP, as applicable, making any Transfer which gives rise to Tag-Along SaleRights pursuant to this Section 6.03, the Holder shall provide Parent or ECP, as applicable, will give written notice (the a “Tag-Along Notice”) to Parent no less than ten (10) days prior to the each potential Tag-Along Sale Date. The Tag-Along Notice shall set Participant, setting forth the number of shares of Common Stock that such Holder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in reasonable detail the terms and conditions of such Tag proposed Transfer, including (i) the name and address of the Tag-Along Sale applicable Transferee, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Tag-Along Transferee, and (iii) the material terms of the proposed transaction including the expected closing date of the transaction. In the event that the terms and/or conditions set forth in the Tag-Along Notice are thereafter amended in any material respect, Parent or ECP, as applicable, will give written notice (an “Amended Tag-Along Notice”) of the amended terms and conditions of the proposed Transfer to the Holder each other Partner. Those Tag-Along Participants opting to exercise their Tag-Along Rights will give written notice to Parent or ECP, as applicable, within ten Business Days after the Holder gives receipt of the Tag-Along Notice, thenor, notwithstanding anything herein if later, within five Business Days after receipt of the most recent Amended Tag-Along Notice (but in any event prior to the contraryclosing date of the proposed Transfer as specified in such Tag-Along Notice or Amended Tag-Along Notice) of their intention to participate in the proposed Transfer by Parent or ECP, the Holder shall have the right as applicable, to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares Transferee on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata set forth in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Notice or the most recent Amended Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell Notice. Any Partner or otherwise transfer the number of shares specified in the other Tag-Along Notice Participant that has not notified Parent or ECP, as applicable, of its intent to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the exercise Tag-Along Notice Rights within the period of time specified in this Section 6.03(b) will be conclusively deemed to the Holder and only if have elected not to exercise such Tag-Along Sale occurs on a date within sixty (60) business days of Rights with respect to the Tag-Along Sale DateTransfer contemplated by such notice.

Tag-Along Notice. If the Holder wishes (i) Any Management Stockholder wishing to participate in the Tag-Along Sale, the Holder Sale shall provide written notice (the “"Tag-Along Notice”") to Parent the Majority Stockholder no less more than ten (10) fifteen days prior to after delivery of the Tag-Along Sale DateNotice. The Tag-Along Notice shall set forth the number of shares of Common Stock Shares that such Holder Management Stockholder elects to include in the Tag-Along Sale, which shall not exceed the such Management Investor’s Stockholder's Tag-Along Allotment. The Tag-Along Notice given by any Management Stockholder shall also specify constitute such Management Stockholder's binding agreement to sell the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding Shares specified in the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the Holder a Management Stockholder after the Holder such Management Stockholder gives the his Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder such Management Stockholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected therebythe Shares referred to in his Tag-Along Notice. If the purchaser Transferee does not consummate the purchase of all of such shares the Shares requested to be included in the Tag-Along Sale by any Management Stockholder on the same terms and conditions applicable to Parent (except as otherwise provided herein) the Majority Stockholder, then Parent the Majority Stockholder shall not consummate the Tag-Along Sale of any of its shares Shares to such transferee or purchaserTransferee, unless the shares Shares of all Management Stockholders and the Holder and Parent Majority Stockholder in the Tag-Along Sale are reduced or limited pro rata in proportion to the respective number of shares Shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on Sale and all other terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Dateare the same for each Management Stockholder participating therein and the Majority Stockholder.

Tag-Along Notice. If the Holder a Member wishes to participate in ---------------- the Tag-Along Sale, the Holder such Member shall provide written notice (the “"Tag-Along Notice”") to Parent the Selling Member no less than ten (10) business days prior to the Tag-Along Sale Date. If a Tag-Along Notice is not received by the Selling Member from a Member prior to the ten (10) day period specified above, the Selling Member shall have the right to sell or otherwise transfer the Membership Interest specified in the Tag-Along Sale Notice to the proposed purchaser or transferee without any participation by such Member. The Tag-Along Notice shall set forth the number of shares of Common Stock Profit Percentage Interest represented by the Membership Interest that such Holder Member elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s Member's Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record Profit Percentage Interest represented by such Member's Membership Interest as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if anyDate, which such Holder Member desires also to include in the Tag-Along Sale sale (“"Additional Shares”Membership Interests") in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Members' Allotments”). In the event there is an under-under- subscription by all holders in the aggregate of Management Investors’ Allotments for the entire amount of the Management Investors’ such Members' Allotments, Parent the Selling Member shall apportion the unsubscribed Management Investors’ Members' Allotments to such holders whose tag-along Tag- Along Notices specified an amount of Additional Membership Interests, which apportionment shall be on a pro rata basis among such holders Members in accordance with --- ---- the number of Additional Shares Membership Interests specified by all such holders Members in their Tag-Along NoticeNotices. The Tag-Along Notices Notice given by the Holder Member shall constitute the Holder’s such Member's binding agreement to sell such shares of Common Stock Membership Interest on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of this Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Along Sale applicable to the Holder after the Holder gives the Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date7.10.

Tag-Along Notice. (i) If the a Holder wishes to participate in the Tag-Along Sale, the such Holder shall provide written notice (the “Tag-Along Notice”) to Parent no less than ten the Transferor within fourteen (1014) days prior to following the receipt of the Tag-Along Sale DateNotice. The Tag-Along Notice shall set forth the number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock that such Holder elects to include in the Tag-Along Sale, which shall not exceed such Holder’s Tag-Along Allotment. During such fourteen (14) day period, the Management InvestorCompany shall provide the Holders, as applicable, with such financial data and information as the Holders, as applicable, shall reasonably request; provided, however, that any such Holder, as applicable, shall agree to hold in confidence and trust all information so provided; and, provided, further, that the Company may withhold any such financial data and information as may be reasonably necessary (in the Company’s Allotmentsole discretion) to preserve the attorney-client privilege between the Company and its counsel or to protect confidential proprietary information. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management InvestorsHolders’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along NoticeAllotments. The Tag-Along Notices Notice given by the each Holder shall constitute the such Holder’s binding agreement to sell the Common Stock, Junior Preferred Stock and/or Senior Preferred Stock specified in such shares of Common Stock Tag-Along Notice (including any Additional Shares to the extent such Additional Shares are to be included in the Tag-Along Sale pursuant to the apportionment described above) on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above5.4; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the any Holder after delivery of a Tag-Along Notice or in the Holder gives event that the Transferor reduces the number of shares which they intend to Transfer in the Tag-Along NoticeSale, then, notwithstanding anything herein to the contrary, the such Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date.

Tag-Along Notice. (a) If the Holder a Stockholder entitled to do so wishes to participate in the Tag-Along Sale, the Holder such Stockholder shall provide written notice (the “Tag-Along Notice”) to Parent no less than ten the Transferring Stockholder with copies to the other Tag-Along Stockholders at the address for notices determined in accordance with Article VII, within fifteen (1015) days prior to following the receipt of the Tag-Along Sale DateNotice. The Tag-Along Notice shall set forth the number of shares of Common Stock and/or Junior Preferred Stock that such Holder Stockholder elects to include in the Tag-Along Sale, which shall not exceed the Management Investorsuch Stockholder’s Tag-Along Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock and/or, Junior Preferred Stock, as applicable, owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such HolderStockholder, if any, which such Holder Stockholder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management InvestorsStockholders’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along NoticeAllotments. The Tag-Along Notices Notice given by the Holder each Stockholder shall constitute the Holdersuch Stockholder’s binding agreement to sell the Capital Stock specified in such shares of Common Stock Tag-Along Notice (including any Additional Shares to the extent such Additional Shares are to be included in the Tag-Along Sale pursuant to the apportionment described herein) on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above4.4; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the Holder any Stockholder after the Holder such Stockholder gives the its Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder such Stockholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Capital Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date.

Tag-Along Notice. If the a Holder wishes to participate in the Tag-Along Sale, the such Holder shall provide written notice (the “"Tag-Along Notice”") to Parent GEI no less than ten (10) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock Covered Shares that such Holder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s such Holder's Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock Covered Shares owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“"Additional Shares”") in the event there is any under-subscription for the entire amount of all Management Investors’ Holders' Allotments and of all shares that may be included by persons having, and pursuant toto agreements of even date herewith in form substantially similar to this Agreement (the "Other Agreements"), tag-along rights relative to Parent GEI (collectively, the “"Management Investors’ ' Allotments”"). In the event there is an under-subscription by all holders of Management Investors’ ' Allotments for the entire amount of the Management Investors’ ' Allotments, Parent GEI shall apportion the unsubscribed Management Investors’ ' Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares (as such term is defined in this Agreement and the Other Agreements) specified by all such holders in their Tag-Along NoticeNotices (as such term is defined in this Agreement and the Other Agreements). The Tag-Along Notices Notice given by the each Holder shall constitute the such Holder’s 's binding agreement to sell the Covered Shares specified in such shares of Common Stock Tag-Along Notice (including any Additional Shares to the extent such Additional Shares are to be included in the Tag-Along Sale pursuant to the apportionment described in the preceding sentence) on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii8 (b) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the any Holder after the such Holder gives the its Tag-Along Notice, then, notwithstanding anything herein to the contrary, the such Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock Covered Shares affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent GEI (except as otherwise provided herein) then Parent GEI shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the each Holder and Parent GEI are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent GEI from the any Holder prior to the ten-day period specified above, Parent GEI shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent GEI than as stated in the Tag-Along Notice to the such Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date.

Tag-Along Notice. (a) If the Holder a Stockholder entitled to do so wishes to participate in the Tag-Along Sale, the Holder such Stockholder shall provide written notice (the “Tag-Along Notice”) to Parent no less than ten the Transferring Stockholder with copies to the other Tag-Along Stockholders at the address for notices determined in accordance with Article VII, within fifteen (1015) days prior to following the receipt of the Tag-Along Sale DateNotice. The Tag-Along Notice shall set forth the number of shares of Common Stock Stock, that such Holder Stockholder elects to include in the Tag-Along Sale, which shall not exceed the Management Investorsuch Stockholder’s Tag-Along Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock Stock, as applicable, owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such HolderStockholder, if any, which such Holder Stockholder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management InvestorsStockholders’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along NoticeAllotments. The Tag-Along Notices Notice given by the Holder each Stockholder shall constitute the Holdersuch Stockholder’s binding agreement to sell such shares of the Common Stock specified in such Tag-Along Notice (including any Additional Shares to the extent such Additional Shares are to be included in the Tag-Along Sale pursuant to the apportionment described herein) on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above4.4; 15 provided, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the Holder any Stockholder after the Holder such Stockholder gives the its Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder such Stockholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date.

Tag-Along Notice. If the Holder wishes an Offeree elects to participate in the exercise its Tag-Along SaleRight (a “Tagging Offeree”), the Holder such Tagging Offeree shall provide deliver a written notice (the “Tag-Along Notice”) to Parent no less than ten (10) days prior of such election to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock that such Holder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding Seller within the Tag-Along Notice Date by such HolderPeriod, if any, which such Holder desires also to include in the Tag-Along Sale specifying (“Additional Shares”i) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement it wishes to sell such shares of Common Stock on the terms and conditions applicable pursuant to the Tag-Along Sale, Right (subject to the provisions maximum number of Section 2(c)(iiShares calculated pursuant to paragraph (c) above; provided) (the “Offered Shares”), however, that in and (ii) the event that there is any material change in the terms and conditions of such Tag Along Sale applicable to the Holder after the Holder gives the Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee wire transfer or purchaser, unless the shares other instructions for payment of the Holder and Parent are reduced or limited pro rata consideration for the Shares being transferred in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If Such notice shall be irrevocable and shall constitute a binding agreement by such Tagging Offeree to Transfer the Offered Shares on the terms and conditions set forth in the Tag-Along Transfer Notice (subject to the last sentence of this paragraph (d)). The failure of an Offeree to give a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in within the Tag-Along Notice Period shall be deemed to the proposed purchaser or transferee without any participation be a waiver of such Offeree’s Tag-Along Right. If reasonably requested by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice Seller, each Tagging Offeree shall deliver to the Holder and only if such Tag-Along Sale occurs on Seller executed copies (or signature pages thereof) of such customary agreements, documents or certificates (including a date within sixty (60joinder to the purchase agreement or other similar document) business days of in connection with the Tag-Along Sale Dateor the Transfer by such Offeree in accordance with this Section 3.3. Each Tagging Offeree shall, severally and not jointly, make such representations and warranties and provide such covenants, undertakings and indemnities mutatis mutandis as those made by the Tag-Along Seller in connection with the Tag-Along Sale in accordance with this Section 3.3. Notwithstanding anything to the contrary herein, each Tagging Offeree shall not be required to make or give any representations, warranties, indemnities or covenants with respect to the Group Companies’ operations.

Tag-Along Notice. If the Holder wishes At least twenty days prior to participate in the any Selling Member(s) making any Transfer which gives rise to Tag-Along SaleRights pursuant to this Section 10.14, the Holder shall provide Selling Member(s) will give written notice (the a “Tag-Along Notice”) to Parent no less than ten (10) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set CSM, setting forth the number of shares of Common Stock that such Holder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in reasonable detail the terms and conditions of such Tag proposed Transfer, including (i) the name and address of the Tag-Along Sale applicable Transferee, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Tag-Along Transferee, and (iii) the other material terms of the proposed transaction including the expected closing date of the transaction if known by the Selling Member. In the event that the terms and/or conditions set forth in the Tag-Along Notice are thereafter amended in any material respect, the Selling Member(s) will give written notice (an “Amended Tag-Along Notice”) of the amended terms and conditions of the proposed Transfer to CSM. All information concerning a proposed Tag-Along Sale, including information set forth in any Tag-Along Notice or Amended Tag-Along Notice shall be deemed to be Confidential Information subject to the Holder restrictions set forth in Section 16.4. If CSM elects to exercise Tag-Along Rights, it shall give written notice to the Tag-Along Transferor within ten days after the Holder gives receipt of the Tag-Along Notice, thenor, notwithstanding anything herein if later, within five days after receipt of the most recent Amended Tag-Along Notice (but in any event at least two business days prior to the contraryclosing date of the proposed Transfer if specified in such Tag-Along Notice or Amended Tag-Along Notice), of CSM’s intention to participate in the Holder shall have the right proposed Transfer to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares Transferee on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall set forth in such Tag-Along Notice or the most recent Amended Tag-Along Notice. If CSM has not consummate notified the Tag-Along Sale of any Transferor of its shares intent to such transferee or purchaserexercise Tag-Along Rights within the period of time specified in this Section 10.14(b), unless the shares of the Holder and Parent are reduced or limited pro rata in proportion CSM will be conclusively deemed to the respective number of shares actually sold in any have elected not to exercise such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior Rights with respect to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation Transfer contemplated by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale DateNotice.

Tag-Along Notice. If the Holder wishes to participate in the Tag-Along Sale, the Holder shall provide written notice (the “Tag-Along Notice”) to Parent no less than ten (10) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock that such Holder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Tag Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Along Sale applicable to the Holder after the Holder gives the Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as as, stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date.

Tag-Along Notice. If the Holder a Member wishes to participate in the Tag-Along Sale, the Holder such Member shall provide written notice (the “"Tag-Along Notice”") to Parent the Selling Member no less than ten (10) business days prior to the Tag-Along Sale Date. If a Tag-Along Notice is not received by the Selling Member from a Member prior to the ten (10) day period specified above, the Selling Member shall have the right to sell or otherwise transfer the Membership Interest specified in the Tag-Along Sale Notice to the proposed purchaser or transferee without any participation by such Member. The Tag-Along Notice shall set forth the number of shares of Common Stock Profit Percentage Interest represented by the Membership Interest that such Holder Member elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s Member's Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record Profit Percentage Interest represented by such Member's Membership Interest as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if anyDate, which such Holder Member desires also to include in the Tag-Along Sale sale (“"Additional Shares”Membership Interests") in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Members' Allotments”). In the event there is an under-under- subscription by all holders in the aggregate of Management Investors’ Allotments for the entire amount of the Management Investors’ such Members' Allotments, Parent the Selling Member shall apportion the unsubscribed Management Investors’ Members' Allotments to such holders whose tag-along Tag- Along Notices specified an amount of Additional Membership Interests, which apportionment shall be on a pro rata basis among such holders Members in accordance with the number of Additional Shares Membership Interests specified by all such holders Members in their Tag-Along NoticeNotices. The Tag-Along Notices Notice given by the Holder Member shall constitute the Holder’s such Member's binding agreement to sell such shares of Common Stock Membership Interest on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of this Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Along Sale applicable to the Holder after the Holder gives the Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date7.10.

Tag-Along Notice. If the Holder wishes to participate in the Any Tag-Along Sale, Seller shall notify each Tag Holder in writing of the Holder shall provide written notice proposed Tag-Eligible Sale no less than 30 days’ prior to the contemplated consummation date of the proposed Tag-Eligible Sale (the “Tag-Along Notice”) to Parent no less than ten (10) days prior to the Tag-Along Sale Date). The Any such Tag-Along Notice shall set forth specify in reasonable detail: (i) a description of the proposed Tag-Eligible Sale, (ii) the name of the Proposed Transferee, (iii) the total number of shares of Common Stock that such Holder elects Shares proposed to include in be sold by the Tag-Along Seller(s), and (iv) the proposed amount and form of consideration and material terms and conditions of payment offered by the proposed Transferee and other material terms and conditions of such Tag-Eligible Sale. If a Tag Holder elects to exercise its Tag-Along Rights, which (A) such Tag Holder shall notify the Tag-Along Seller in writing of such proposed exercise no less than five days following such Tag Holder’s receipt of the Tag-Along Notice (each a “Tagging Stockholder”) and (B) the closing of such Tagging Stockholder’s transfer in connection with the Tag-Eligible Sale will, subject to Section 12.4, be governed by the terms and conditions of the closing of the Tag-Eligible Sale. If a Tag Holder fails to notify the Tag-Along Seller of its intent to exercise such Tag-Along Rights within such five-day period, such Tag Holder shall be deemed to have waived, and shall forfeit, such Tag-Along Rights with respect to such Tag-Eligible Sale. Any proposed Tag-Eligible Sale that is the subject of a Tag-Along Notice that is not exceed consummated within 120 days following the Management Investor’s Allotment. The date of the Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may again be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the notice provisions of of, and shall require compliance by the Tag Holder with the procedures described in, this Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Along Sale applicable to the Holder after the Holder gives the Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date12.2.

Tag-Along Notice. If the Holder wishes Any Tag-Along Stockholder wishing to participate in the Tag-Along Sale, the Holder Sale shall provide written notice (the “"Tag-Along Notice”") to Parent the relevant Purchaser Parties no less than ten fifteen (1015) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock Shares that such Holder Tag-Along Stockholder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s such Tag-Along Stockholder's Tag-Along Allotment. The Tag-Along Notice given by any Tag-Along Stockholder shall also specify constitute such Tag-Along Stockholder's binding agreement to sell the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding Shares specified in the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the Holder Tag-Along Stockholder (including, but not limited to, any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in the agreement relating to the Tag-Along Sale) after the Holder such Tag-Along Stockholder gives the its Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder Tag-Along Stockholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock Shares affected thereby. If the purchaser proposed Transferee does not consummate the purchase of all of such shares the Common Shares requested to be included in the Tag-Along Sale by any Tag-Along Stockholder on the same terms and conditions applicable to Parent (except as otherwise provided herein) the Purchaser Parties, then Parent such Purchaser Parties shall not consummate the Tag-Along Sale of any of its shares Common Shares to such transferee or purchaserTransferee, unless the shares Common Shares of such Purchaser Parties and the Holder and Parent Tag-Along Stockholders to be sold are reduced or limited pro rata in proportion to the respective number of shares Common Shares actually sold in any such Tag-Along SaleSale and all other terms and conditions of the Tag-Along Sale are the same for such Purchaser Parties and the Tag-Along Stockholders. If a Tag-Along Notice from any Tag-Along Stockholder is not received by Parent from the Holder such Purchaser Parties prior to the ten-ten (10) day period specified above, Parent such Purchaser Parties shall have the right to sell or otherwise transfer the number of shares specified in consummate the Tag-Along Notice to Sale without the proposed purchaser or transferee without any participation by of such HolderTag-Along Stockholder, but only on terms and conditions which are no more favorable in any material respect to Parent such Purchaser Parties (and, in any event, at no greater a purchase price, except as the purchase price may be adjusted pursuant to the agreement relating to the relevant Tag-Along Sale) than as stated in the Tag-Along Sale Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date. If such Tag-Along Sale does not occur within such sixty (60) day period, the Common Shares that were to be subject to such Tag-Along Sale thereafter shall continue to be subject to all of the restrictions contained in this Section 2.4.

Tag-Along Notice. If the Holder wishes (a) Any Tag-Along Stockholder wishing to participate in the Tag-Along Sale, the Holder Sale shall provide written notice (the “Tag-Along Notice”) to Parent the Green Parties no less than ten fifteen (1015) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock Shares that such Holder Tag-Along Stockholder elects to include in the Tag-Along Sale, which shall not exceed the Management Investorsuch Tag-Along Stockholder’s Allotmentrespective Tag-Along Allotments of Common Shares. The Tag-Along Notice given by any Tag-Along Stockholder shall also specify constitute such Tag-Along Stockholder’s binding agreement to sell the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding Shares specified in the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the Holder Tag-Along Stockholder (including, but not limited to, any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in the agreement relating to the Tag-Along Sale) after the Holder such Tag-Along Stockholder gives the its Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder Tag-Along Stockholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock Shares affected thereby. If the purchaser proposed Transferee does not consummate the purchase of all of such shares the Common Shares requested to be included in the Tag-Along Sale by any Tag-Along Stockholder on the same terms and conditions applicable to Parent (except as otherwise provided herein) the Green Parties, then Parent such Green Parties shall not consummate the Tag-Along Sale of any of its shares Common Shares to such transferee or purchaserTransferee, unless the shares Common Shares of such Green Parties and the Holder and Parent Tag-Along Stockholders to be sold are reduced or limited pro rata in proportion to the respective number of shares Common Shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on Sale and all other terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Dateare the same for the Green Parties and the Tag-Along Stockholders.

Tag-Along Notice. If the Holder wishes Any Tag-Along Stockholder wishing to participate in the Tag-Along Sale, the Holder Sale shall provide written notice (the “"Tag-Along Notice”") to Parent the Party proposing the Tag-Along Sale no less than ten (10) 15 days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock that such Holder Tag-Along Stockholder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s such Tag-Along Stockholder's Tag-Along Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record held by such Tag-Along Stockholder as of the close of business on the day immediately preceding the Tag-Along Notice Date by such HolderDate, if any, which that such Holder Tag-Along Stockholder desires also to include in the Tag-Along Sale (“"Additional Shares”") in the event that there is any under-under subscription for Tag-Along Allotments by the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tagTag-along rights relative to Parent (collectivelyAlong Stockholders. If such is the case, the “Management Investors’ Allotments”unsubscribed Tag-Along Allotments shall be allocated to the Tag-Along Stockholders specifying Additional Shares, respectively (the "Over-Subscribing Tag-Along Stockholders"). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment which allocation shall be on a pro rata PRO RATA basis among all such holders Over-Subscribing Tag-Along Stockholders in accordance with the number of Additional Shares specified by all such holders Over-Subscribing Tag-Along Stockholders in their Tag-Along Notice. The Tag-Along Notices Notice given by the Holder any Tag-Along Stockholder shall constitute the Holder’s such Tag-Along Stockholder's binding agreement to sell such the shares of Common Stock specified in the Tag-Along Notice on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the material terms and conditions of such Tag Tag-Along Sale applicable to the Holder Tag-Along Stockholder (including, but not limited to, any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in the agreement relating to the Tag-Along Sale) after the Holder such Tag-Along Stockholder gives the it Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder Tag-Along Stockholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser proposed purchases does not consummate the purchase of all of such the shares of Common Stock requested to be included in the Tag-Along Sale by any Tag-Along Stockholder on the same terms and conditions applicable to Parent the Party proposing the Tag-Along Sale (except as otherwise provided herein) ), then Parent the Party proposing the Tag-Along Sale shall not consummate the Tag-Along Sale of any of its shares of Common Stock to such transferee or purchaser, unless the shares of the Holder Party proposing the Tag-Along Sale and Parent the Tag-Along Stockholders are reduced or limited pro rata PRO RATA in proportion to the respective number of shares of Common Stock actually sold in any such Tag-Along SaleSale and all other times and conditions of the Tag-Along Sale are the same for the Party proposing the Tag-Along Sale and the Tag-Along Stockholders, subject to the provisions set forth in Section 5.1. If a Tag-Along Notice from any Tag-Along Stockholder is not received by Parent from the Holder Party proposing the Tag-Along Sale prior to the ten-15 day period specified above, Parent the Party proposing the Tag-Along Sale shall have the right to sell or otherwise transfer the number of shares specified in consummate the Tag-Along Notice to Sale without the proposed purchaser or transferee without any participation by of such HolderTag-Along Stockholder, but only on terms and conditions which are no more favorable in any material respect to Parent the Party proposing the Tag-Along Sale (and in any event, at no greater a purchase price) than as stated in the Tag-Along Sale Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business 90 days of the Tag-Along Sale Date. If such Tag-Along Sale does not occur within such 90 day period, the shares of Common Stock that were to be subject to such Tag-Along Sale thereafter shall continue to be subject to all of the restrictions contained in this Agreement.

Tag-Along Notice. If the Holder GEI wishes to participate in the Tag-Along Sale, the Holder it shall provide written notice (the “Tag"TAG-Along Notice”ALONG NOTICE") to the Millers and, if applicable, Parent no less than ten (10) business days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock proposed to be Transferred that such Holder GEI elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s GEI's Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such HolderGEI, if any, which such Holder GEI desires also to include in the Tag-Along Sale sale (“Additional Shares”"ADDITIONAL SHARES") in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons Persons having, and pursuant to, tag-along rights relative to Parent the Majority Stockholder (collectively, the “Management Investors’ Allotments”"SELLERS' ALLOTMENTS"). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of such Sellers' Allotments, the Management Investors’ AllotmentsMillers and, if applicable, Parent shall apportion the unsubscribed Management Investors’ Sellers' Allotments to such holders whose tag-along notices specified an amount of Additional Shares, which apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices Notice given by the Holder GEI shall constitute the Holder’s its binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided3.2 above and provided further that, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the Holder GEI after the Holder GEI gives the such Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder GEI shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does elect not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date.to

Tag-Along Notice. If the Holder Each Shareholder that wishes to participate in the ---------------- Tag-Along Sale, the Holder Sale shall provide written notice (or oral notice confirmed in writing (the “"Tag-Along Notice”") to Parent the Sellers participating in the Tag-Along Sale no ---------------- less than ten (10) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of Series A Shares and/or shares of Common Stock that such Holder Stockholder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s Stockholders' Allotment. The Tag-Along Notice shall also specify the aggregate number of additional Series A Shares and/or shares of Common Stock owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such HolderStockholder, if any, which such Holder Stockholder desires also to include in the Tag-Along Sale (“the "Additional Shares”") in the event there is any under-under- ----------------- subscription by the Stockholders for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Stockholders' Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments the Stockholders for the entire amount of the Management Investors’ Stockholders' Allotments, Parent the Sellers participating in the Tag-Along Sale shall apportion the unsubscribed Management Investors’ Stockholders' Allotments to such holders Stockholders whose tagTag-along Along Notices specified an amount of Additional Shares, which apportionment shall be on a pro rata basis among such holders Stockholders in accordance with the number of Additional Shares specified by all such holders Stockholders in their Tag-Along NoticeNotices. The Tag-Along Notices given by the Holder Stockholders shall constitute the Holder’s their binding agreement agreements to sell such Series A Shares and/or shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that offered in the event that there is any material change Sale Notice and accepted in the terms and conditions of such Tag Along Sale applicable to the Holder after the Holder gives the Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the proposed transferee or purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate offered in the Sale Notice and accepted in the Tag-Along Notice, then neither the Seller (nor any of its Affiliates) shall consummate the Sale of any of its their shares to such transferee or purchaser, unless the shares of the Holder Stockholders and Parent the Sellers are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a the Tag-Along Notice is not received by Parent the Sellers participating in the Tag-Along Sale from the Holder a Stockholder prior to the ten-day period specified above, Parent the Sellers shall have the right to sell or otherwise transfer the number of Series A Shares and/or shares of Common Stock specified in the Tag-Along Sale Notice to the proposed purchaser or transferee without any participation by such HolderStockholder (subject to the right of other Stockholders to sell Additional Shares in the event of an under-subscription by Stockholders, as described above), but only on terms and conditions with respect to the consideration (or other materials terms and conditions which are a reasonable investor would consider significant to the decision to include shares in a Tag-Along Sale) paid by the purchasers no more favorable in any material respect to Parent Sellers than as stated in the Tag-Along Sale Notice to the Holder Stockholders and only if such Tag-Along Sale occurs on a date within sixty (60) 60 business days of the Tag-Along Sale Date.

Tag-Along Notice. (a) If the a Management Holder wishes to participate in the Tag-Along Sale, the such Holder shall provide written notice (the “"Tag-Along Notice”") to Parent no less than GEI within ten (10) days prior to following the receipt of the Tag-Along Sale DateNotice. The Tag-Along Notice shall set forth the number of shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, that such Holder elects to include in the Tag-Along Sale, which shall not exceed the such Management Investor’s Holder's Tag-Along Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Management Holder, if any, which such Management Holder desires also to include in the Tag-Along Sale (“"Additional Shares”") in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Holders' Tag-Along NoticeAllotments. The Tag-Along Notices Notice given by the each Management Holder shall constitute the such Holder’s 's binding agreement to sell the Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, specified in such shares of Common Stock Tag-Along Notice (including any Additional Shares to the extent such Additional Shares are to be included in the Tag-Along Sale pursuant to the apportionment described below) on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above5.4; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the any Management Holder after the such Management Holder gives the its Tag-Along Notice, then, notwithstanding anything herein to the contrary, the such Management Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Capital Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date.

Tag-Along Notice. If the Holder wishes Any Tag-Along Shareholder wishing to participate in the Tag-Along Sale, the Holder Sale shall provide written notice (the “"Tag-Along Notice”") to Parent the Selling Shareholder(s) no less than ten fifteen (1015) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock El Sitio Shares that such Holder Tag-Along Shareholder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s Allotment. The Tag-Along Notice given by any Tag-Along Shareholder shall also specify constitute such Tag-Along Shareholder's binding agreement to sell the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding specified in the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the material terms and conditions of such Tag Tag-Along Sale applicable to the Holder Tag-Along Shareholder (including, but not limited to, any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in the agreement relating to the Tag-Along Sale) after the Holder such Tag-Along Shareholder gives the its Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder Tag-Along Shareholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock El Sitio Shares affected thereby. If the purchaser Third Party does not consummate the purchase of all of such shares the El Sitio Shares requested to be included in the Tag-Along Sale by any Tag-Along Shareholder on the same terms and conditions applicable which are no more favorable in any material respect to Parent the Selling Shareholder (except as otherwise provided herein), then the Selling Shareholder(s) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along SaleThird Party. If a Tag-Along Notice from any Tag-Along Shareholder is not received by Parent from the Holder Selling Shareholder(s) prior to the ten-fifteen (15) day period specified above, Parent the Selling Shareholder(s) shall have the right to sell or otherwise transfer the number of shares specified in consummate the Tag-Along Notice to Sale without the proposed purchaser or transferee without any participation by of such HolderTag-Along Shareholder, but only on terms and conditions which are no more favorable in any material respect to Parent the Selling Shareholder (and in any event, at no greater a purchase price, except as the purchase price may be adjusted pursuant to the agreement regarding the relevant sale or other disposition) than as stated in the Tag-Along Sale Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty one hundred eighty (60180) business days of the Tag-Along Sale Date. If such Tag-Along Sale does not occur within such one hundred eighty (180) day period, the El Sitio Shares that were to be subject to such Tag-Along Sale thereafter shall continue to be subject to all of the restrictions contained in this Agreement.

Tag-Along Notice. If the Holder wishes Any Tag-Along Stockholder wishing to participate in the Tag-Along Sale, the Holder Sale shall provide written notice (the “Tag"TAG-Along Notice”ALONG NOTICE") to Parent the Selling Stockholders no less than ten five (105) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock Shares that such Holder Tag-Along Stockholder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s such Tag-Along Stockholder's Tag-Along Allotment. The Tag-Along Notice given by any Tag-Along Stockholder shall also specify constitute such Tag-Along Stockholder's binding agreement to sell the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding Shares specified in the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale; PROVIDED, subject to the provisions of Section 2(c)(ii) above; provided, howeverHOWEVER, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the Holder Tag-Along Stockholder (including, but not limited to, any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in the agreement relating to the Tag-Along Sale) after the Holder such Tag-Along Stockholder gives the its Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder Tag-Along Stockholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all all, but not less than all, of its shares of Common Stock Shares affected thereby. If the purchaser proposed Transferee does not consummate the purchase of all of such shares the Shares requested to be included in the Tag-Along Sale by any Tag-Along Stockholder on the same terms and conditions applicable to Parent (except as otherwise provided herein) the Selling Stockholders, then Parent such Selling Stockholders shall not consummate the Tag-Along Sale of any of its shares Shares to such transferee or purchaserTransferee, unless the shares Shares of such Selling Stockholders and the Holder and Parent Tag-Along Stockholders to be sold are reduced or limited pro rata PRO RATA in proportion to the respective number of shares Shares actually sold in any such Tag-Along SaleSale and all other terms and conditions of the Tag-Along Sale are the same for such Selling Stockholders and the Tag-Along Stockholders. If a Tag-Along Notice from any Tag-Along Stockholder is not received by Parent from the Holder such Selling Stockholders prior to the ten-five (5) day period specified above, Parent such Selling Stockholders shall have the right to sell or otherwise transfer the number of shares specified in consummate the Tag-Along Notice to Sale without the proposed purchaser or transferee without any participation by of such HolderTag-Along Stockholder, but only on terms and conditions which that are no more favorable in any material respect to Parent such Selling Stockholders (and, in any event, at no greater a purchase price, except as the purchase price may be adjusted pursuant to the agreement relating to the relevant Tag-Along Sale) than as stated in the Tag-Along Sale Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty ninety (6090) business days (or such necessary longer period, if any, pending any necessary approval or non-objection by, or any filing with, any governmental or regulatory authority being sought in good faith by appropriate proceedings promptly initiated and diligently conducted) of the Tag-Along Sale Date. If such Tag-Along Sale does not occur within such ninety (90) day period, the Shares that were to be subject to such Tag-Along Sale thereafter shall continue to be subject to all of the restrictions contained in this Section 2.4.

Tag-Along Notice. If the Holder wishes Any Tag-Along Stockholder wishing to participate in the Tag-Along Sale, the Holder Sale shall provide written notice (the “Tag-Along Notice”) to Parent the party proposing the Tag-Along Sale no less than ten (10) 7 days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock that such Holder Tag-Along Stockholder elects to include in the Tag-Along Sale, which shall not exceed the Management Investorsuch Tag-Along Stockholder’s Tag-Along Allotment. The Tag-Along Notice given by any Tag-Along Stockholder shall also specify constitute such Tag-Along Stockholder’s binding agreement to sell the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding specified in the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the material terms and conditions of such Tag Tag-Along Sale applicable to the Holder Tag-Along Stockholder (including, but not limited to, any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in the agreement relating to the Tag-Along Sale) after the Holder such Tag-Along Stockholder gives the it Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder Tag-Along Stockholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser proposed purchases does not consummate the purchase of all of such the shares of Common Stock requested to be included in the Tag-Along Sale by any Tag-Along Stockholder on the same terms and conditions applicable to Parent (except as otherwise provided herein) CuraGen, then Parent CuraGen shall not consummate the Tag-Along Sale of any of its shares of Common Stock to such transferee or purchaser, unless the shares of CuraGen and the Holder and Parent Tag-Along Stockholders are reduced or limited pro rata in proportion to the respective number of shares of Common Stock actually sold in any such Tag-Along SaleSale and all other terms and conditions of the Tag-Along Sale are the same for CuraGen and the Tag-Along Stockholders, subject to the provisions set forth in §8.01. If a Tag-Along Notice from any Tag-Along Stockholder is not received by Parent from the Holder Party proposing the Tag-Along Sale prior to the ten-7 day period specified above, Parent then CuraGen shall have the right to sell or otherwise transfer the number of shares specified in consummate the Tag-Along Notice to Sale without the proposed purchaser or transferee without any participation by of such HolderTag-Along Stockholder, but only on terms and conditions which are no more favorable in any material respect to Parent CuraGen (and in any event, at no greater a purchase price) than as stated in the Tag-Along Sale Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business 90 days of the Tag-Along Sale Date. If such Tag-Along Sale does not occur within such 90 day period, the shares of Common Stock that were to be subject to such Tag-Along Sale thereafter shall continue to be subject to all of the restrictions contained in this Agreement.

Tag-Along Notice. If the Holder wishes Any Tag-Along Stockholder wishing to participate in the Tag-Along Sale, the Holder Sale shall provide written notice (the “Tag-Along Notice”) to Parent the party proposing the Tag-Along Sale no less than ten (10) 7 days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock that such Holder Tag-Along Stockholder elects to include in the Tag-Along Sale, which shall not exceed the Management Investorsuch Tag-Along Stockholder’s Tag-Along Allotment. The Tag-Along Notice given by any Tag-Along Stockholder shall also specify constitute such Tag-Along Stockholder’s binding agreement to sell the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding specified in the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the material terms and conditions of such Tag Tag-Along Sale applicable to the Holder Tag-Along Stockholder (including, but not limited to, any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in the agreement relating to the Tag-Along Sale) after the Holder such Tag-Along Stockholder gives the its Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder Tag-Along Stockholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the proposed purchaser does not consummate the purchase of all of such the shares of Common Stock requested to be included in the Tag-Along Sale by any Tag-Along Stockholder on the same terms and conditions applicable to Parent (except as otherwise provided herein) CuraGen, then Parent CuraGen shall not consummate the Tag-Along Sale of any of its shares of Common Stock to such transferee or purchaser, unless the shares of CuraGen and the Holder and Parent Tag-Along Stockholders are reduced or limited pro rata in proportion to the respective number of shares of Common Stock actually sold in any such Tag-Along SaleSale and all other terms and conditions of the Tag-Along Sale are the same for CuraGen and the Tag-Along Stockholders, subject to the provisions set forth in §7.01. If a Tag-Along Notice from any Tag-Along Stockholder is not received by Parent from the Holder party proposing the Tag-Along Sale prior to the ten-7 day period specified above, Parent then CuraGen shall have the right to sell or otherwise transfer the number of shares specified in consummate the Tag-Along Notice to Sale without the proposed purchaser or transferee without any participation by of such HolderTag-Along Stockholder, but only on terms and conditions which are no more favorable in any material respect to Parent CuraGen (and in any event, at no greater a purchase price) than as stated in the Tag-Along Sale Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business 90 days of the Tag-Along Sale Date. If such Tag-Along Sale does not occur within such 90 day period, the shares of Common Stock that were to be subject to such Tag-Along Sale thereafter shall continue to be subject to all of the restrictions contained in this Agreement.

Tag-Along Notice. If the Holder wishes to participate in the Tag-Along Sale, the Holder shall provide written notice (the “"Tag-Along Notice”") to Parent GEI no less than ten (10) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock that such Holder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s 's Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“"Additional Shares”") in the event there is any under-subscription undersubscription for the entire amount of all Management Investors’ ' Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent GEI (collectively, the “"Management Investors’ ' Allotments”"). In the event there is an under-subscription by all holders of Management Investors’ ' Allotments for the entire amount of the Management Investors’ ' Allotments, Parent GEI shall apportion the unsubscribed Management Investors’ ' Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s 's binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii8(b) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the Holder after the Holder gives the Tag-Tag- Along Notice, then, notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent GEI (except as otherwise provided herein) then Parent GEI shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date.such

Tag-Along Notice. If the Holder wishes Any Tag-Along Stockholder wishing to participate in the Tag-Along Sale, the Holder Sale shall provide written notice (the “Tag"TAG-Along Notice”ALONG NOTICE") to Parent the relevant Purchaser Parties no less more than ten (10) days prior to after receipt of the Tag-Along Sale DateNotice. The Tag-Along Notice shall set forth the number of shares of Common Stock Shares that such Holder Tag-Along Stockholder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s such Tag-Along Stockholder's applicable Tag-Along Allotment. The Tag-Along Notice given by any Tag-Along Stockholder shall also specify constitute such Tag-Along Stockholder's binding agreement to sell the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding Shares specified in the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale; PROVIDED, subject to the provisions of Section 2(c)(ii) above; provided, howeverHOWEVER, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the Holder Tag-Along Stockholder (including, but not limited to, any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in the agreement relating to the Tag-Along Sale) after the Holder such Tag-Along Stockholder gives the its Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder Tag-Along Stockholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock Shares affected thereby. If the purchaser proposed Transferee does not consummate the purchase of all of such shares the Shares requested to be included in the Tag-Along Sale by any Tag-Along Stockholder on the same terms and conditions applicable to Parent (except as otherwise provided herein) the Purchaser Parties, then Parent such Purchaser Parties shall not consummate the Tag-Along Sale of any of its shares Shares to such transferee or purchaserTransferee, unless the shares Shares of such Purchaser Parties and the Holder and Parent Tag-Along Stockholders to be sold are reduced or limited pro rata PRO RATA in proportion to the respective number of shares Shares actually sold in any such Tag-Along SaleSale and all other terms and conditions of the Tag-Along Sale are the same for such Purchaser Parties and the Tag-Along Stockholders. Notwithstanding the foregoing, if the number of Shares proposed to be sold in any proposed Tag-Along Sale are reduced or limited such that the proposed sale is no longer a Tag-Along Sale in accordance with the terms of this Agreement, then the terms of this Agreement shall be inapplicable to such proposed sale and no Management Party or other Stockholder shall have the right hereunder to participate in such proposed transaction as a Tag-Along Stockholder. If a Tag-Along Notice from any Tag-Along Stockholder is not received by Parent from such Purchaser Parties within the Holder prior to the ten-ten (10) day period specified above, Parent such Purchaser Parties shall have the right to sell or otherwise transfer the number of shares specified in consummate the Tag-Along Notice to Sale without the proposed purchaser or transferee without any participation by of such HolderTag-Along Stockholder, but only on terms and conditions which are no more favorable in any material respect to Parent such Purchaser Parties (and, in any event, at no greater a purchase price) than as stated in the Tag-Along Sale Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty ninety (6090) business days of the Tag-Along Sale Date. If such Tag-Along Sale does not occur within such ninety (90) day period, the Shares that were to be subject to such Tag-Along Sale thereafter shall continue to be subject to all of the restrictions contained in this Section 2.4.

Tag-Along Notice. If the Holder wishes Any Tag-Along Stockholder wishing to participate in the Tag-Along Sale, the Holder Sale shall provide written notice (the “Tag-Along Notice”) to Parent the relevant Purchaser Parties no less than ten fifteen (1015) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock Shares that such Holder Tag-Along Stockholder elects to include in the Tag-Along Sale, which shall not exceed the Management Investorsuch Tag-Along Stockholder’s Tag-Along Allotment. The Tag-Along Notice given by any Tag-Along Stockholder shall also specify constitute such Tag-Along Stockholder’s binding agreement to sell the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding Shares specified in the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the Holder Tag-Along Stockholder (including, but not limited to, any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in the agreement relating to the Tag-Along Sale) after the Holder such Tag-Along Stockholder gives the its Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder Tag-Along Stockholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all all, but not less than all, of its shares of Common Stock Shares affected thereby. If the purchaser proposed Transferee does not consummate the purchase of all of such shares the Shares requested to be included in the Tag-Along Sale by any Tag-Along Stockholder on the same terms and conditions applicable to Parent (except as otherwise provided herein) the Purchaser Parties, then Parent such Purchaser Parties shall not consummate the Tag-Along Sale of any of its shares Shares to such transferee or purchaserTransferee, unless the shares Shares of such Purchaser Parties and the Holder and Parent Tag-Along Stockholders to be sold are reduced or limited pro rata in proportion to the respective number of shares Shares actually sold in any such Tag-Along SaleSale and all other terms and conditions of the Tag-Along Sale are the same for such Purchaser Parties and the Tag-Along Stockholders. If a Tag-Along Notice from any Tag-Along Stockholder is not received by Parent from the Holder such Purchaser Parties prior to the ten-fifteen (15) day period specified above, Parent such Purchaser Parties shall have the right to sell or otherwise transfer the number of shares specified in consummate the Tag-Along Notice to Sale without the proposed purchaser or transferee without any participation by of such HolderTag-Along Stockholder, but only on terms and conditions which are no more favorable in any material respect to Parent such Purchaser Parties (and, in any event, at no greater a purchase price, except as the purchase price may be adjusted pursuant to the agreement relating to the relevant Tag-Along Sale) than as stated in the Tag-Along Sale Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty ninety (6090) business days of the Tag-Along Sale Date. If such Tag-Along Sale does not occur within such ninety (90) day period, the Shares that were to be subject to such Tag-Along Sale thereafter shall continue to be subject to all of the restrictions contained in this Section 2.4.

Tag-Along Notice. If the Holder wishes to participate in the Tag-Along Sale, the Holder shall provide written notice (the “"Tag-Along Notice”") to Parent GEI no less than ten (10) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock that such Holder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s 's Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“"Additional Shares”") in the event there is any under-subscription undersubscription for the entire amount of all Management Investors’ ' Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent GEI (collectively, the “"Management Investors’ ' Allotments”"). In the event there is an under-subscription by all holders of Management Investors’ ' Allotments for the entire amount of the Management Investors’ ' Allotments, Parent GEI shall apportion the unsubscribed Management Investors’ ' Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s 's binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii8(b) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the Holder after the Holder gives the Tag-Tag- Along Notice, then, notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent GEI (except as otherwise provided herein) then Parent GEI shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent GEI are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent GEI from the Holder prior to the ten-day period specified above, Parent GEI shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent GEI than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date.

Tag-Along Notice. If the Holder wishes to participate in the Tag-Along Sale, the Holder shall provide written notice (the “"Tag-Along Notice”") to Parent GEI no less than ten (10) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock that such Holder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s 's Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“"Additional Shares”") in the event there is any under-under- subscription for the entire amount of all Management Investors’ ' Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent GEI (collectively, the “"Management Investors’ ' Allotments”"). In the event there is an under-subscription by all holders of Management Investors’ ' Allotments for the entire amount of the Management Investors’ ' Allotments, Parent GEI shall apportion the unsubscribed Management Investors’ ' Allotments to such holders whose tag-tag- along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s 's binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject subjects to the provisions of Section 2(c)(ii9 (b) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the Holder after the Holder gives the Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent GEI (except as otherwise provided herein) then Parent GEI shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent GEI are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent GEI from the Holder prior to the ten-day period specified above, Parent GEI shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent GEI than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date.

Tag-Along Notice. If the Holder wishes (a) Any Tag-Along Stockholder wishing to participate in the Tag-Along Sale, the Holder Sale shall provide written notice (the “Tag-Along Notice”) to Parent the Green Parties no less than ten fifteen (1015) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares Shares of Common Stock each class that such Holder Tag-Along Stockholder elects to include in the Tag-Along Sale, which may be less than, but subject to the last sentence of Section 2.4.1, shall not exceed the Management Investorsuch Tag-Along Stockholder’s Allotmentrespective Tag-Along Allotments of Shares of such class. The Tag-Along Notice given by any Tag-Along Stockholder shall also specify constitute such Tag-Along Stockholder’s binding agreement to sell the aggregate number of additional shares of Common Stock owned of record as Shares of the close of business on the day immediately preceding relevant class specified in the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the Holder Tag-Along Stockholder (including, but not limited to, any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in the agreement relating to the Tag-Along Sale) after the Holder such Tag-Along Stockholder gives the its Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder Tag-Along Stockholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares Shares of Common Stock the relevant class affected thereby. If the purchaser proposed Transferee does not consummate the purchase of all of such shares the Shares of the relevant class requested to be included in the Tag-Along Sale by any Tag-Along Stockholder on the same terms and conditions applicable to Parent (except as otherwise provided herein) the Green Parties, then Parent such Green Parties shall not consummate the Tag-Along Sale of any of its shares their Shares of such class to such transferee or purchaserTransferee, unless the shares Shares of such class of such Green Parties and the Holder and Parent Tag-Along Stockholders to be sold are reduced or limited pro rata in proportion to the respective number of shares Shares of such class actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on Sale and all other terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Dateare the same for the Green Parties and the Tag-Along Stockholders.

Tag-Along Notice. If the Prior to any Key Holder wishes making any Transfer that gives rise to participate in the Tag-Along SaleRights pursuant to this Article XIII, the such Key Holder shall provide will give written notice (the a “Tag-Along Notice”) to Parent no less than ten Purchaser, setting forth in reasonable detail the terms and conditions of such proposed transfer or sale, including (10a) days prior to the name and address of the Tag-Along Sale Date. The Transferee (and of its beneficial owners if known), (b) the proposed amount and form of consideration and terms and conditions of payment offered by the Tag-Along Notice shall Transferee, and (c) all other material terms of the proposed transaction including the expected closing date of the transaction. In the event that the terms or conditions set forth the number of shares of Common Stock that such Holder elects to include in the Tag-Along SaleNotice are thereafter amended in any material respect, which shall not exceed the Management Investor’s Allotment. The Company will promptly give written notice (an “Amended Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as Notice”) of the close amended terms and conditions of the proposed Transfer to Purchaser. If Purchaser opts to exercise its Tag-Along Rights, it will give written notice to the Company within ten business on the day immediately preceding days after receipt of the Tag-Along Notice Date by such HolderNotice, or, if anylater, which such Holder desires also within three (3) business says after receipt of the most recent Amended Tag-Along Notice, of its intention to include participate in the Tag-Along Sale (“Additional Shares”) on the terms and conditions set forth in such Tag-Along Notice or the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their most recent Amended Tag-Along Notice. The If Purchaser has not provided written notice to the Company of its intent to exercise its Tag-Along Notices given by Rights within the Holder shall constitute the Holder’s binding agreement time periods specified above, Purchaser will be conclusively deemed to sell have elected not to exercise such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) aboveRights; provided, however, provided that in the event that there is any of the information contemplated by the foregoing clauses (a) through (c) changes in any material change in the terms and conditions of such Tag Along Sale applicable to the Holder after the Holder gives the Tag-Along Notice, then, notwithstanding anything herein to the contraryrespect, the Holder Key Holders shall have the right be obligated to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If provide a new Tag-Along Notice is not received by Parent from and the Holder prior to the ten-day period specified above, Parent Purchaser’s rights in respect thereof shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date.be renewed. ​ ​

Tag-Along Notice. If the Holder a Tag-Along Stockholder wishes to participate in the Tag-Along Sale, the Holder it shall provide written notice (or oral notice confirmed in writing) (the “Tag-Along Notice”) to Parent Manheim or such Affiliate, as the case may be, no less more than ten thirty (1030) days prior to after receipt of the Tag-Along corresponding Sale DateNotice. The Tag-Along Notice shall set forth the number of shares of Common Stock Shares that such Holder the Tag-Along Stockholder elects to include in the Tag-Along Sale, which shall not exceed the Management Investorsuch Stockholder’s Tag-Along Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding the given by a Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder Stockholder shall constitute the Holder’s its binding agreement to sell such shares of Common Stock its Shares on the terms and conditions applicable to the Tag-Along SaleSale as set forth in the Sale Notice, subject to the provisions of Section 2(c)(ii4.2(c) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Along Sale applicable to the Holder after the Holder gives the Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the proposed transferee or purchaser does not consummate the purchase of all of such shares Shares on the same terms and conditions applicable to Parent (except Manheim or such Affiliate, as otherwise provided herein) the case may be, then Parent Manheim or such Affiliate, as the case may be, shall not consummate the Tag-Along Sale of any of its shares Shares to such transferee or purchaser, unless and until (i) the shares Shares of Manheim or such Affiliate, as the Holder case may be, and Parent (ii) the Shares of each Tag-Along Stockholder are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Saleproportionally. If a Tag-Along Notice is not received given to Manheim by Parent from a Tag-Along Stockholder during the Holder prior to the ten-thirty (30) day period specified above, Parent Manheim or such Affiliate, as the case may be, shall have the right to sell or otherwise transfer Sell the number of shares Shares specified in the Tag-Along Sale Notice to the proposed purchaser or transferee without any participation by such HolderTag-Along Stockholder that failed to give its Tag-Along Notice; provided, but only on however, that (i) if such Sale is not consummated within ninety (90) days after the date of the Sale Notice or (ii) if the terms of such Sale with respect to the consideration to be paid (or any other terms and conditions which a reasonable investor would consider material to a decision to exercise Tag-Along Rights) are no more favorable in any material respect to Parent Manheim or such Affiliate than as stated in the Tag-Along Sale Notice, then Manheim and/or such Affiliate shall be required to send a new Sale Notice and such Sale shall again be subject to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Rights provisions of this Section 4.2. Notwithstanding the foregoing, if such Sale Dateis subject to the receipt of any regulatory approval or expiration of any waiting period, the time period during which such Sale may be consummated without Manheim or such Affiliate being required to send a new Sale Notice shall be extended until the expiration of ten (10) days after all such approvals have been obtained or waiting periods expired, but in no event shall such time period exceed 180 days from the date of the Sale Notice.

Tag-Along Notice. If the Holder wishes Any Tag-Along Stockholder wishing to participate in the Tag-Along Sale, the Holder Sale shall provide written notice (the “Tag-Along Notice”) to Parent the Investor no less than ten (10) days Business Days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock Stockholder Shares that such Holder Tag-Along Stockholder elects to include in the Tag-Along Sale, which shall not exceed the Management Investorsuch Tag-Along Stockholder’s Tag-Along Allotment. The Tag-Along Notice given by any Tag-Along Stockholder shall also specify constitute such Tag-Along Stockholder’s binding agreement to sell the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding Stockholder Shares specified in the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Tag-Along Sale applicable to the Holder Tag-Along Stockholder (including, but not limited to, any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in any agreement relating to the Tag-Along Sale) after the Holder such Tag-Along Stockholder gives the its Tag-Along Notice, then, notwithstanding anything herein to the contrarycontrary contained in this Agreement, the Holder Investor shall provide further notice thereof and the Tag-Along Stockholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock Stockholder Shares affected thereby. If the purchaser proposed Transferee does not consummate the purchase of all of such shares the Stockholder Shares requested to be included in the Tag-Along Sale by any Tag-Along Stockholder on the same terms and conditions applicable to Parent (except as otherwise provided herein) the Investor, then Parent the Investor shall not consummate the Tag-Along Sale of any of its shares Stockholder Shares to such transferee or purchaserTransferee, unless the shares Stockholder Shares of the Holder Investor and Parent the Tag-Along Stockholders to be sold are reduced or limited pro rata in proportion to the respective number of shares Stockholder Shares to actually be sold in any such Tag-Along SaleSale and all other terms and conditions of the Tag-Along Sale are the same for the Investor and the Tag-Along Stockholders. If a Tag-Along Notice from any Tag-Along Stockholder is not received by Parent from the Holder Investor prior to the ten-day ten (10) Business Day period specified above, Parent such Investor shall have the right to sell or otherwise transfer the number of shares specified in consummate the Tag-Along Notice to Sale without the proposed purchaser or transferee without any participation by of such HolderTag-Along Stockholder, but only on terms and conditions which are no more favorable in any material respect to Parent the Investor than as stated in the Tag-Along Sale Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date, subject to extension for receipt of any required third-party consents or approvals. If such Tag-Along Sale does not occur within such sixty (60) day period (as extended), the Stockholder Shares that were to be subject to such Tag-Along Sale thereafter shall continue to be subject to all of the restrictions contained in this Section 7.4.