Common use of Additional Conditions to Tag-Along Sales and Drag-Along Sales Clause in Contracts

Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section 4.01 or 4.02, the rights and obligations of the Shareholders to participate in a Tag-Along Sale under Section 4.01 or a Drag-Along Sale under Section 4.02 are subject to the following conditions: (a) upon the consummation of such Tag-Along Sale or Drag-Along Sale, and subject to the applicable securities laws, all of the Shareholders participating therein will receive the same form and amount of consideration per share of the relevant class of Company Security determined in accordance with Section 4.01(a) or Section 4.02(a), as the case may be, or, if any Shareholders are given an option as to the form and amount of consideration to be received, all Shareholders participating therein will be given the same option; (b) no Shareholder shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale or Drag-Along Sale, and each Shareholder shall be obligated to pay only its pro rata share (based on the number of Company Securities Transferred) of expenses incurred in connection with a consummated Tag-Along Sale or Drag-Along Sale to the extent such expenses are incurred for the benefit of all Shareholders and are not otherwise paid by the Company or another Person; (c) each Shareholder shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that, no Shareholder shall be required to provide any representations or indemnities in connection with such Transfer (other than representations and indemnities concerning each Shareholder’s title to the Company Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement); and provided further that, liability for any misrepresentation by the Company or indemnity shall (as to such Shareholders) be expressly stated to be several but not joint and each Shareholder shall not be liable for more than its pro rata share (based on the number of Company Securities Transferred, calculated on a Fully-Diluted Basis) of any liability for misrepresentation or indemnity, not to exceed more than such Shareholder’s pro rata share of the purchase price received in such Transfer, (ii) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller or Drag-Along Seller, as the case may be, and (iii) be required to bear their proportionate share of any escrows, holdbacks and adjustments in purchase price.

Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section 4.01 Sections 8.06 or 4.028.07, the rights and obligations of the Shareholders to participate in connection with a Tag-Along Sale under Section 4.01 8.06 or a Drag-Along Sale under Section 4.02 are subject to the following conditions8.07: (a) the DLJMB Members shall ensure (i) that upon the consummation of such Tag-Along Sale or Drag-Along Sale, and subject to the applicable securities laws, all of the Shareholders Members participating therein will receive the same form and amount of consideration per share of the relevant class of Company Security determined in accordance with Section 4.01(a) or Section 4.02(a), as the case may beUnit, or, if any Shareholders Members are given an option as to the form and amount of consideration to be received, all Shareholders Members participating therein will be given the same optionoption and (ii) if the Tag-Along Sale is a transaction that results in a Change of Control such that the Incentive Members participate in such Tag-Along Sale as set forth in Section 8.06(g), the DLJMB Members shall ensure that upon the consummation of such Tag-Along Sale, all of the Incentive Members participating therein will receive the amount that would be distributed to them in respect of their Units included in the Tag-Along Sale as if the assets of the Company were sold for their fair market value (based upon the sale price per Unit) and the proceeds were distributed as consideration payable in accordance with Article IX; (b) no Shareholder the DLJMB Members shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale or ensure that upon the consummation of such Drag-Along Sale, and each Shareholder shall all of the Members participating therein will receive the amount that would be obligated distributed to pay only its pro rata share (based on them in respect of their Units included in the number of Company Securities Transferred) of expenses incurred in connection with a consummated Tag-Along Sale or Drag-Along Sale to as if the extent such expenses are incurred for the benefit assets of all Shareholders and are not otherwise paid by the Company or another Person;were sold for their fair market value (based upon the Drag-Along Sale Price) and the proceeds were distributed as consideration payable in accordance with Article IX; and (c) each Shareholder Other Member shall (i) make such representationscustomary representations and warranties, warranties including as to due organization and good standing, corporate power and authority, due approval, no conflicts and ownership and transfer of Units, and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that, provided, that no Shareholder Other Member shall be required to provide make any representations representation or indemnities in connection with such Transfer (other warranty or agree to any covenant that is more extensive or burdensome than representations and indemnities concerning each Shareholder’s title to those made by the Company Securities and authority, power and right to Tag-Along Seller or Drag-Along Seller or enter into and consummate the Transfer without contravention of any law or agreement); and provided further that, liability for any misrepresentation agreements not also executed by the Company Tag-Along Seller or indemnity shall (as to such Shareholders) be expressly stated to be several but not joint and each Shareholder shall not be liable for more than its pro rata share (based on the number of Company Securities Transferred, calculated on a FullyDrag-Diluted Basis) of any liability for misrepresentation or indemnity, not to exceed more than such Shareholder’s pro rata share of the purchase price received in such TransferAlong Seller, (ii) benefit from and be subject to all of the same provisions of the definitive agreements as the Tag-Along Seller or Drag-Along Seller, as the case may be, and (iii) be required to bear their proportionate share of any escrows, holdbacks and or adjustments in respect of the purchase priceprice or indemnification obligations; provided that no Other Member shall be obligated (A) to provide indemnification with respect to any other Member or the representations, warranties, covenants or agreements of any other Member, (B) to incur liability to any Person in connection with such Tag-Along Sale or Drag-Along Sale, as the case may be, including without limitation under any indemnity, in excess of the lesser of (1) its pro rata share of such liability and (2) the proceeds realized by such Other Member in such sale, or (C) to agree not to compete with or solicit employees of any Person; provided that any Management Member who is offered continued employment with the Company or any of its Subsidiaries after such Tag-Along Sale or Drag-Along Sale on reasonably similar or better terms may be required to agree with all the provisions in Sections 7.07 and 7.08 hereof.

Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section 4.01 9.03 or 4.029.04, the rights and obligations of the Shareholders other Members to participate in a Tag-Along Sale under Section 4.01 9.03 or a Drag-Along Sale under Section 4.02 9.04 are subject to the following conditions: (a) upon the consummation of such Tag-Along Sale or Drag-Along Sale, and subject to the applicable securities laws, (i) all of the Shareholders Members participating therein will receive the same form of consideration, (ii) participating Members shall receive the same proportion of the aggregate consideration from such Tag-Along Sale or Drag-Along Sale, as applicable, that such holder would have received if such aggregate consideration had been distributed by the Company to the participating Members in accordance with the rights and preferences set forth in Section 8.02(a)(i) as in effect immediately prior to the consummation of such Tag-Along Sale or Drag-Along Sale; provided, that no consideration for any additional agreements entered into in connection with such transaction, such as non-competition agreements, be included in the amount of consideration per share of (to the relevant class of Company Security determined extent such agreements are not entered into by all Members participating in accordance with Section 4.01(asuch Tag-Along Sale or Drag-Along Sale) or Section 4.02(a), as the case may be, or, and (iii) if any Shareholders Members are given an option as to the form and amount of consideration to be received, all Shareholders Members participating therein will be given the same option;; and (b) no Shareholder shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale or Drag-Along Sale, and each Shareholder shall be obligated to pay only its pro rata share (based on the number of Company Securities Transferred) of expenses incurred in connection with a consummated Tag-Along Sale or Drag-Along Sale to the extent such expenses are incurred for the benefit of all Shareholders and are not otherwise paid by the Company or another Person; (c) each Shareholder other Member shall (i) make such representations, warranties and covenants covenants, provide such indemnities, releases and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided thatprovided, no Shareholder shall be that if the other Members are required to provide any representations or indemnities in connection with such Transfer (other than representations and indemnities concerning each Shareholder’s title to the Company Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement); and provided further thatTransfer, liability for any misrepresentation by the Company or indemnity shall (as to such Shareholdersother Members) be expressly stated to be several but not joint and each Shareholder other Member shall not be liable for more than its pro rata share (based on the number of Company Securities Transferred, calculated on a Fully-Diluted Basisproceeds to be received) of any liability for misrepresentation or indemnity, not to exceed more than such Shareholder’s pro rata share of the purchase price received in such Transfer, (ii) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller or Drag-Along Seller, as the case may be, and (iii) be required to bear their proportionate share of any escrows, holdbacks and or adjustments in purchase price, and (iv) with respect to a Drag-Along Sale (A) not be obligated to enter into any non-competition or non-solicitation covenant, (B) not be obligated to provide indemnification obligations that exceed its proceeds from the transaction, (C) not receive consideration other than cash or securities of a publicly traded company and (D) not be obligated to make any representations or warranties other than in relation to its due organization, title to the securities it is selling, its authority and capacity to effect the transfer and the absence of any conflict under Law or its organizational documents or any contract that would prevent or delay the transfer (it being understood that this Section 9.05(b)(iv)(D) shall not limit, and each Member shall be responsible for, such Member’s pro rata share (based on the proceeds received) of any breach of the Company’s representations and warranties).

Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section 4.01 or 4.02, the rights and obligations of the Shareholders to participate in a Tag-Along Sale under Section 4.01 or a Drag-Along Sale under Section 4.02 are subject to the following conditions: (a) upon the consummation of such Tag-Along Sale or Drag-Along Sale, and subject to the applicable securities laws, all of the Shareholders participating therein will receive the same terms and conditions of sale in all material respects and the same form and amount of consideration per share of the relevant class of Company Security determined in accordance with Section 4.01(a) or Section 4.02(a), as the case may beshare, or, if any Shareholders are given an option as to the form and amount of consideration to be received, all Shareholders participating therein will be given the same option; provided, however, that in the event the proceeds of a Drag-Along Sale received by the Drag-Along Seller are not cash or marketable securities, the Institutional Shareholders and Management Shareholders shall have the same exit and sale rights as the Drag-Along Seller; (b) no each Shareholder shall be obligated to pay any expenses incurred that sells Company Securities in connection with any unconsummated a Tag-Along Sale or Drag-Along Sale, and each Shareholder Sale shall be obligated to pay only its pro rata share (based on the number of Company Securities Transferred) of expenses incurred in connection with a consummated such Tag-Along Sale or Drag-Along Sale to the extent such expenses are incurred for the benefit of all Shareholders and are not otherwise paid by the Company or another Person;; and (c) each Shareholder participating in any such transaction shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that, no participating Shareholder shall be required to provide any representations or indemnities in connection with such Transfer (other than representations and indemnities concerning each such Shareholder’s title to the Company Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement); and provided further that, that each participating Shareholder may be required to provide indemnification for representations concerning the Company to the extent that all liability for any misrepresentation by the Company or indemnity shall (as to such those participating Shareholders) be expressly stated to be several but not joint and each such Shareholder shall not be liable for more than its pro rata share (based on the number of Company Securities Transferred, calculated on a Fully-Diluted Basis) of any liability for misrepresentation or indemnity, not to exceed more than such ; provided that in no event shall any participating Shareholder’s pro rata share total liability for all claims arising out of such transaction exceed the purchase price net proceeds received by it in such Transferconnection therewith, (ii) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller or Drag-Along Seller, as the case may be, and (iii) be required to bear up to their proportionate share of any escrows, holdbacks and or adjustments in purchase price.

Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything to the contrary contained in ‎Section 9.02 or Section 4.01 or 4.029.03, the rights and obligations of the Shareholders any Non-Selling Partner to participate in a Tag-Along Sale under Section 4.01 or ‎Section 9.02 and the rights and obligations of the Other Partners to participate in a Drag-Along Sale under Section 4.02 9.03 are subject to the following conditions: (a) Subject to Section 9.04(b) and Section 9.04(c), upon the consummation of such Tag-Along Sale or DragSale, (i) all Limited Partners participating in such Tag-Along Sale, and subject to the applicable securities laws, all of the Shareholders participating therein Sale will receive the same form of consideration as, and the same amount of consideration determined on a per share of Unit basis as, the relevant class of Company Security determined in accordance with Section 4.01(aOfferor, (ii) or Section 4.02(a), as the case may be, or, if any Shareholders are Limited Partner is given an option as to the form and amount of per Unit consideration to be receivedreceived in such Tag-Along Sale, all Shareholders Limited Partners participating therein will be given the same option;option (excluding customary rollover consideration in the case of Management Partners). Subject to Section 9.04(b) and Section 9.04(c), upon the consummation of such Drag-Along Sale, (i) all Limited Partners participating in such Drag-Along Sale will receive the same form of consideration as the Drag-Along Seller, (ii) if any Limited Partner is given an option as to the form of consideration to be received in such Drag-Along Sale, all Limited Partners participating therein will be given the same option (excluding customary rollover consideration in the case of Management Partners) and (iii) all Limited Partners participating in such Drag-Along Sale will receive their applicable Equity Value with respect to each of their Units sold in such Drag-Along Sale. (b) The consideration to be paid in exchange for Units pursuant to Section 9.02(e) may include securities; provided that the Offeror shall use its commercially reasonable efforts to cause to be paid to the Non-Selling Partner by the Third Party acquiror, if the Non-Selling Partner so elects, in lieu of such securities an amount in cash equal to the fair market value of such securities (as determined by the General Partner acting by the GP Board in good faith taking into account relevant factors in accordance with Applicable Law) that the Non-Selling Partner would otherwise receive as of the date of the issuance of such securities in such Transfer, it being understood and agreed that this proviso shall not be a condition to any such Tag-Along Sale and the Offeror shall have no Shareholder liability to the Non-Selling Partner in the event that the Third Party acquiror elects not to pay any such portion of the consideration in cash (in lieu of such securities). (c) The consideration to be paid in exchange for Units pursuant to‎‎ ‎‎‎Section 9.03(e) may include securities; provided that the Drag-Along Seller shall use its commercially reasonable efforts to cause to be paid to any Other Partner by the Third Party acquiror, if such Other Partner so elects, in lieu of such securities an amount in cash equal to the fair market value of such securities (as determined by the General Partner acting by the GP Board in good faith taking into account relevant factors in accordance with Applicable Law) that such Other Partner would otherwise receive as of the date of the issuance of such securities in such Transfer, it being understood and agreed that this proviso shall not be a condition to any such Drag-Along Sale and the Drag-Along Seller shall have no liability to any Other Partner in the event that the Third Party acquiror elects not to pay any such portion of the consideration in cash (in lieu of such securities). (d) No Non-Selling Partner shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale or Drag-Along Sale, and each Shareholder Limited Partner selling Units in a consummated Tag-Along Sale shall be obligated to pay only its pro rata share (based on the number of Company Securities Units Transferred) of expenses incurred in connection with a consummated Tag-Along Sale to the extent such expenses are incurred for the benefit of all Limited Partners participating in such consummated Tag-Along Sale and are not otherwise paid by the Partnership or another Person. (e) No Limited Partner shall be obligated to pay any expenses incurred in connection with any unconsummated Drag-Along Sale (which expenses shall be borne by the Partnership if not paid by any potential Third Party acquiror in connection with any such unconsummated Drag-Along Sale), and each Limited Partner shall be obligated to pay only its pro rata share (based on its aggregate Equity Value of all of its Units Transferred in such Drag-Along Sale) of expenses incurred in connection with a consummated Drag-Along Sale to the extent such expenses are incurred for the benefit of all Shareholders Limited Partners and are not otherwise paid by the Company Partnership or another Person;. (cf) each Shareholder Each Limited Partner participating in a Tag-Along Sale or a Drag-Along Sale, as the case may be, shall (i) make such representations, warranties and covenants covenants, provide such indemnities and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that, no Shareholder that (A) the representations and warranties to be made by such Person shall be limited to the following representations and warranties (and such Person shall agree to indemnify the purchaser for breach of such representations and warranties): (w) such Person holds all right, title and interest in and to the Units that such Person purports to hold, free and clear of all liens and encumbrances (other than any restrictions imposed pursuant to Applicable Law and this Agreement), (x) the obligations of such Person in connection with the transaction have been duly authorized, (y) the documents to be entered into by such Person have been duly executed by such Person and delivered to the purchaser and are enforceable against such Person in accordance with their respective terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity) and (z) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of such Person’s obligations thereunder, will cause a breach or violation of the terms of any material agreement to which it is a party or Applicable Law and (B) notwithstanding anything to the contrary herein, in no event shall any such Person (other than a Management Limited Partner) be required to agree to or otherwise become bound by (or have any of its Affiliates become bound by) in connection with this ‎Section 9.04 any non-competition covenant, non-solicitation/no-hire covenant (either of employees or customers) or any other restrictive covenant with respect to its or any of its Affiliates’ right to engage in or invest in any business (other than a customary covenant regarding non-solicitation/no-hire of the employees of the Partnership and its Subsidiaries that is no more restrictive than the covenant set forth in Section 5.10(a) (for clarity, the duration of such non-solicitation/no-hire covenant shall not exceed three years from the closing date of such Tag-Along Sale or Drag-Along Sale, as applicable) and solely to the same extent that Buyer agrees to such covenant); provided further that if any such Person is required to provide any representations or indemnities in connection with such Transfer (other than representations and indemnities concerning each Shareholder’s title with respect to the Company Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreementforegoing representations); and provided further that, liability for any misrepresentation by the Company or indemnity shall (as to such ShareholdersPerson) be expressly stated to be several but not joint and each Shareholder such Person shall not be liable for more than its pro rata share (based on the number of Company Securities Units Transferred, calculated in the case of a Tag-Along Sale, and, based on the aggregate Equity Value of all of its Units Transferred, in the case of a FullyDrag-Diluted BasisAlong Sale) of any liability for misrepresentation or indemnity, not to exceed more than such Shareholder’s pro rata share of the purchase price received in such Transfer, (ii) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller or Drag-Along Seller, as the case may beliability, and (iiiii) be required to bear their proportionate its pro rata share (based on the number of Units Transferred, in the case of a Tag-Along Sale, and, based on the aggregate Equity Value of all of its Units Transferred, in the case of a Drag-Along Sale) of any escrows, holdbacks and or adjustments in purchase price. (g) Without limiting the generality of the foregoing or any other provision of this Agreement, it is agreed and understood that in the case of a Sale of the Partnership (or any other transaction subject to Section 9.01, Section 9.02 or Section 9.03) (including as part of a transaction provided for in Section 9.01, Section 9.02 or Section 9.03), at the request of Buyer, the transaction will be structured so that any Corporate Investment Vehicle (or any entity owned by a Corporate Investment Vehicle, including Buyer or another Affiliate of Sycamore Partners III GP, L.P.) is not the seller and rather that the owners of any such Corporate Investment Vehicle shall sell all (or the applicable portion) of their stock, debt, options and/or other securities of the Corporate Investment Vehicle(s) (which represent an indirect beneficial interest in the Units to be transferred) to the applicable buyer for the applicable consideration which otherwise would have been payable in such transaction with respect to the Units represented thereby. To the extent that any stock, debt, options and/or other securities of any Corporate Investment Vehicle is to be sold pursuant to the previous sentence, it is agreed and understood that the owners of such stock, debt, options or other securities issued by such Corporate Investment Vehicle and sold in such transaction shall be entitled to the same consideration for the transfer of such stock, debt, options or other securities that Buyer would have received if it had transferred the applicable Units directly. To the extent that any restructuring transaction permitted by this Agreement involves the sale by the Partnership of any material Subsidiary of the Partnership or material asset, it is agreed and understood that the Partnership shall engage in any transaction if and to the extent requested by Buyer, to distribute such Subsidiary of the Partnership or assets in kind to its Partners in a manner to permit any Corporate Investment Vehicle to be a direct owner of interests in such entity or asset and to effectuate the sale of such Subsidiary or asset in a manner that permits the owners of any Corporate Investment Vehicles to sell their shares or other interests in such transaction with the proceeds to the owners of the Corporate Investment Vehicles on such sale equaling the proceeds that Buyer would have received had the Partnership sold such Subsidiary of the Partnership or asset directly on the same economic terms and distributed the proceeds to its Limited Partners under Section 3.01(a)(i); provided that if L Brands believes that such a distribution and sale would result in L Brands incurring a material amount of taxable income or gain in excess of the amount of taxable income or gain that L Brands would have recognized had the Partnership sold the assets directly on the same economic terms as being proposed if the Buyer’s proposed distribution occurred and the Partnership distributed the proceeds as provided in the Agreement, the Partnership, the General Partner acting by the GP Board, L Brands, and Buyer shall work in good faith to come up with a feasible alternative structure to allow for a distribution to Buyer in some form to allow for its sale of its Corporate Investment Vehicle and for L Brands to minimize any additional tax costs from such transaction (as compared to the tax costs if the Partnership had sold its assets and then distributed such proceeds). Each holder of Units other than such Corporate Investment Vehicle shall be deemed to have consented to (and shall waive any dissenter’s rights, appraisal rights or similar rights in connection therewith, if applicable) and shall otherwise not raise any objections to, and shall cooperate fully with, any such resulting transfer of shares of equity, debt, options or other securities issued by such Corporate Investment Vehicle in any transaction described in this Section 9.04(g). None of L Brands’ consent rights in Section 4.02 shall be interpreted to allow L Brands to preclude a sale of a Corporate Investment Vehicle (or any restructuring to allow for such a sale) as contemplated by this Section 9.04(g), and all provisions of Section 9.01, Section 9.02, Section 9.03, and Section 9.04 shall apply, mutatis mutandis, following any restructuring required to permit a sale of a Corporate Investment Vehicle as contemplated by this Section 9.04 such that Buyer and L Brands shall have the same rights and obligations as provided in such sections.

Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section Sections 4.01 or 4.02, the rights and obligations of the Shareholders to participate in connection with a Tag-Along Sale under Section 4.01 or a Drag-Along Sale under Section 4.02 are subject to the following conditions4.02: (a) upon the consummation of such Tag-Along Sale or Drag-Along Sale, and subject to the applicable securities laws, all of the Shareholders Stockholders participating therein will receive the same form and amount of consideration per share of the relevant class of Company Security determined in accordance with Section 4.01(a) or Section 4.02(a), as the case may beSecurities, or, if any Shareholders Stockholders are given an option as to the form and amount of consideration to be received, all Shareholders Stockholders participating therein will be given the same option; (b) no Shareholder shall ; provided, however, that any Stockholder who is not an “accredited investor” within the meaning of Rule 501 under the Securities Act may be obligated excluded from electing to pay receive any expenses incurred securities in connection with any unconsummated such Tag-Along Sale or Drag-Along Sale, and each Shareholder shall be obligated to pay only its pro rata share (based on the number of Company Securities Transferred) of expenses incurred in connection with a consummated Tag-Along Sale or Drag-Along Sale to the extent such expenses are incurred for the benefit of all Shareholders and are not otherwise paid by the Company or another Person;; and (cb) each Shareholder Other Stockholder shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that, no Shareholder shall be required to provide any representations or indemnities in connection with such Transfer (other than representations and indemnities concerning each Shareholder’s title to the Company Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement); and provided further that, liability for any misrepresentation by the Company or indemnity shall (as to such Shareholders) be expressly stated to be several but not joint and each Shareholder shall not be liable for more than its pro rata share (based on the number of Company Securities Transferred, calculated on a Fully-Diluted Basis) of any liability for misrepresentation or indemnity, not to exceed more than such Shareholder’s pro rata share of the purchase price received in such Transfer, (ii) benefit from and be subject to all of the same provisions of the definitive agreements as the Tag-Along Seller or Drag-Along Seller, as the case may be, and (iii) be required to bear their proportionate share of any escrows, holdbacks and or adjustments in respect of the purchase priceprice or indemnification obligations; provided that no Other Stockholder shall be obligated (A) to indemnify, other than severally indemnify, any Person in connection with such Tag-Along Sale or Drag-Along Sale, as the case may be, for representations and warranties as to itself and its Company Securities and as to its own covenants or (B) to incur liability to any Person in connection with such Tag-Along Sale or Drag-Along Sale, as the case may be, including without limitation under any indemnity, in excess of the lesser of (1) its pro rata share of such liability and (2) the proceeds realized by such Other Stockholder in such sale, or (C) enter into any non-competition covenant (other than pursuant to any employment agreement or the Purchase Agreement).

Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section 4.01 Sections 9.01 or 4.029.02, the rights and obligations of the Shareholders to participate in connection with a Tag-Along Sale under Section 4.01 9.01 or a Drag-Along Sale under Section 4.02 are subject to the following conditions9.02: (a) the DLJMB Funds shall ensure that upon the consummation of such Tag-Along Sale or Drag-Along Sale, and subject to the applicable securities laws, all of the Shareholders Stockholders participating therein will receive the same form and amount of consideration per share of the relevant class of Company Security determined in accordance with Section 4.01(a) or Section 4.02(a), as the case may beshare, or, if any Shareholders Stockholders are given an option as to the form and amount of consideration to be received, all Shareholders Stockholders participating therein will be given the same option;; and (b) no Shareholder shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale or Drag-Along Sale, and each Shareholder shall be obligated to pay only its pro rata share (based on the number of Company Securities Transferred) of expenses incurred in connection with a consummated Tag-Along Sale or Drag-Along Sale to the extent such expenses are incurred for the benefit of all Shareholders and are not otherwise paid by the Company or another Person; (c) each Shareholder Other Stockholder shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that, no Shareholder shall be required to provide any representations or indemnities in connection with such Transfer (other than representations and indemnities concerning each Shareholder’s title to the Company Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement); and provided further that, liability for any misrepresentation by the Company or indemnity shall (as to such Shareholders) be expressly stated to be several but not joint and each Shareholder shall not be liable for more than its pro rata share (based on the number of Company Securities Transferred, calculated on a Fully-Diluted Basis) of any liability for misrepresentation or indemnity, not to exceed more than such Shareholder’s pro rata share of the purchase price received in such Transfer, (ii) benefit from and be subject to all of the same provisions of the definitive agreements as the Tag-Along Seller or Drag-Along Seller, as the case may be, and (iii) be required to bear their proportionate share of any escrows, holdbacks and or adjustments in respect of the purchase priceprice or indemnification obligations; provided that no Other Stockholder shall be obligated (A) to indemnify, other than severally indemnify, any Person in connection with such Tag-Along Sale or Drag-Along Sale, as the case may be, or (B) to incur liability to any Person in connection with such Tag-Along Sale or Drag-Along Sale, as the case may be, including without limitation under any indemnity, in excess of the lesser of (1) its pro rata share of such liability and (2) the proceeds realized by such Other Stockholder in such sale.

Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section 4.01 or 4.02, the rights and obligations of the Shareholders to participate in a In connection with any Tag-Along Sale under Section 4.01 or a Drag-Along Sale under Section 4.02 are subject (for the avoidance of doubt, including any Accelerated Change of Control Transaction), the Wafra Participation Buyer(s) shall execute all appropriate documents reasonably necessary to Transfer ownership of the following conditions: Tagging Interest or Wafra Dragged Interest, as the case may be; provided, that such Wafra Participation Buyer(s) (a) upon shall only be required to give customary representations and warranties with respect to such Wafra Participation Buyer’s due organization, authority to enter into applicable Transfer documentation, non-contravention of applicable Laws and material agreements, or required approvals of any Governmental Authority (in respect of which a Wafra Entity is a party), and free and clear title of the consummation relevant Ownership Interests, (b) shall not be required to provide any indemnification with respect to any representations, warranties, covenants or agreements made by any other Person, including any Colony Party (for the avoidance of doubt, subject to subclause (a), such Wafra Participation Buyer(s) may be required to provide indemnification in respect of its own representations, warranties, covenants or agreements), (c) shall not be required to bear more than its pro rata portion (based on proceeds received by such Wafra Participation Buyer(s) as compared to the aggregate proceeds in connection with the Transfer) of any indemnification obligation with respect to the representations, warranties and covenants of the other owners of the Ownership Interests (which shall not in any event exceed the net proceeds received by such Wafra Participation Buyer(s) in consideration for the Transfer of such Tagging Interest or Wafra Dragged Interest, as the case may be), and (d) except for confidentiality restrictions consistent with those set forth in this Agreement, shall not be required to agree to any non-compete or other similar restrictive covenants. In addition, each Wafra Participation Buyer and each Colony Party shall cooperate in good faith to effect such Tag-Along Sale or Drag-Along Sale, and subject to the applicable securities laws, all of the Shareholders participating therein will receive the same form and amount of consideration per share of the relevant class of Company Security determined Sale in accordance with Section 4.01(a) or Section 4.02(a), as the case may be, or, if any Shareholders are given an option such a manner so as to the form minimize any adverse legal, regulatory or tax consequences to such Wafra Participation Buyer and amount of consideration to be received, all Shareholders participating therein will be given the same option; (b) no Shareholder shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale or Drag-Along Sale, and each Shareholder shall be obligated to pay only its pro rata share (based on the number of Company Securities Transferred) of expenses incurred in connection with a consummated Tag-Along Sale or Drag-Along Sale to the extent such expenses are incurred for the benefit of all Shareholders and are not otherwise paid by the Company and its Subsidiaries and to minimize the Parties’ obligations to obtain any consents from a third party or another Person; (c) each Shareholder shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that, no Shareholder shall be required to provide any representations or indemnities in connection with such Transfer (other than representations and indemnities concerning each Shareholder’s title to the Company Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement); and provided further that, liability for any misrepresentation by the Company or indemnity shall (as to such Shareholders) be expressly stated to be several but not joint and each Shareholder shall not be liable for more than its pro rata share (based on the number of Company Securities Transferred, calculated on a Fully-Diluted Basis) of any liability for misrepresentation or indemnity, not to exceed more than such Shareholder’s pro rata share of the purchase price received in such Transfer, (ii) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller or Drag-Along Seller, as the case may be, and (iii) be required to bear their proportionate share of any escrows, holdbacks and adjustments in purchase priceGovernmental Authority.

Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section 4.01 or 4.02, the rights and obligations of the Shareholders and the Management ALOG Shareholders to participate in a Tag-Along Sale under Section 4.01 or a Drag-Along Sale under Section 4.02 are subject to the following conditions: (a) upon the consummation of such Tag-Along Sale or Drag-Along Sale, and subject to the applicable securities laws, all of the Shareholders (i) each Shareholder participating therein will receive the same form and amount of consideration per share of as determined on a Common Equivalents basis; provided that any consideration for any services, such as placement or transaction fees, investment banking or investment advisory fees payable to the relevant class of Company Security determined in accordance with Section 4.01(a) Tag-Along Seller or Section 4.02(a)Drag-Along Seller, as the case may be, oror any related Person in connection with such transaction, or any consideration for any additional agreements entered into in connection with such transaction, such as non-competition agreements, shall be included in the amount of consideration, and (ii) if any Shareholders are Shareholder is given an option as to the form and amount of consideration to be received, all Shareholders each Shareholder participating therein will be given the same option; (b) no Shareholder shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale or Drag-Along Sale, and each Shareholder shall be obligated to pay only its pro rata share (based on the number of Company Securities (as determined on a Common Equivalents basis) Transferred) of expenses incurred in connection with a consummated Tag-Along Sale or Drag-Along Sale to the extent such expenses are incurred for the benefit of all Shareholders and are not otherwise paid by the Company or another Person; (c) each Shareholder shall (i) shall make such representations, warranties and covenants covenants, provide such indemnities and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that, no Shareholder shall be that if the Shareholders are required to provide any representations or indemnities in connection with such Transfer (other than representations and indemnities concerning each Shareholder’s title to the Company Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement); and provided further that, liability for any misrepresentation by the Company or indemnity shall (as to such Shareholders) be expressly stated to be several but not joint and each Shareholder shall not be liable for more than its pro rata share (based on the number of Company Securities Transferred, calculated (as determined on a Fully-Diluted BasisCommon Equivalents basis) Transferred) of any liability for misrepresentation or indemnity, not to exceed more than such Shareholder’s pro rata share of the purchase price received in such Transfer, (ii) shall benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller or Drag-Along Seller, as the case may be, and (iii) shall be required to bear their its proportionate share of any escrows, holdbacks and or adjustments in purchase price; and (d) from and after the Roll Up, each Management ALOG Shareholder shall be a “Shareholder” for purposes of this Section 4.03.

Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section 4.01 or 4.02, the rights and obligations of the Shareholders to participate in a Tag-Along Sale under Section 4.01 or a Drag-Along Sale under Section 4.02 are subject to the following conditions: (a) upon the consummation of such Tag-Along Sale or Drag-Along Sale, and subject to the applicable securities laws, all of the Shareholders participating therein will receive the same form and amount of consideration per share of the relevant class of Company Security Securities determined in accordance with Section 4.01(a) or Section 4.02(a), as the case may be, or, if any Shareholders are given an option as to the form and amount of consideration to be received, all Shareholders participating therein will be given the same option; (b) no Shareholder shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale or Drag-Along Sale, and each Shareholder shall be obligated to pay only its such Shareholder’s pro rata share (based on the number of Company Securities Transferred) of expenses incurred in connection with a consummated Tag-Along Sale or Drag-Along Sale to the extent such expenses are incurred for the benefit of all Shareholders of the applicable Company and are not otherwise paid by the such Company or another Person; (c) each Shareholder shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that, no Shareholder shall be required to provide any representations or indemnities in connection with such Transfer (other than representations and indemnities concerning each Shareholder’s title to the Company applicable Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement); and provided further that, liability for any misrepresentation by the applicable Company or indemnity shall (as to such Shareholders) be expressly stated to be several but not joint and each such Shareholder shall not be liable for more than its such Shareholder’s pro rata share (based on the number of Company Securities Transferred, calculated on a Fully-Diluted Basis) of any liability for misrepresentation or indemnity, not to exceed more than such Shareholder’s pro rata share of the purchase price received in such Transfer, (ii) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller or Drag-Along Seller, as the case may be, and (iii) be required to bear their proportionate share of any escrows, holdbacks and adjustments in purchase price.

Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section Sections 4.01 or 4.024.02 to the contrary, the rights and obligations of the Shareholders to participate in connection with a Tag-Along Sale under Section 4.01 or a Drag-Along Sale under Section 4.02 are subject to the following conditions4.02: (a) upon the consummation of such Tag-Along Sale or Drag-Along Sale, and subject to the applicable securities laws, all of the Shareholders Stockholders participating therein will receive the same form and amount of consideration per share of the relevant class of Company Security determined in accordance with Section 4.01(a) or Section 4.02(a), as the case may beshare, or, if any Shareholders are Stockholder is given an option as to the form and amount of consideration to be received, all Shareholders Stockholders participating therein will be given the same option;; and (b) no Shareholder shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale or Drag-Along Sale, and each Shareholder shall be obligated to pay only its pro rata share (based on the number of Company Securities Transferred) of expenses incurred in connection with a consummated Tag-Along Sale or Drag-Along Sale to the extent such expenses are incurred for the benefit of all Shareholders and are not otherwise paid by the Company or another Person; (c) each Shareholder Other Stockholder shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that, no Shareholder shall be required to provide any representations or indemnities in connection with such Transfer (other than representations and indemnities concerning each Shareholder’s title to the Company Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement); and provided further that, liability for any misrepresentation by the Company or indemnity shall (as to such Shareholders) be expressly stated to be several but not joint and each Shareholder shall not be liable for more than its pro rata share (based on the number of Company Securities Transferred, calculated on a Fully-Diluted Basis) of any liability for misrepresentation or indemnity, not to exceed more than such Shareholder’s pro rata share of the purchase price received in such Transfer, (ii) benefit from and be subject to all of the same provisions of the definitive agreements as are applicable to the Tag-Along Seller or Drag-Along Seller, as the case may be, and (iii) be required to bear their its proportionate share of any escrows, holdbacks and or adjustments in respect of the purchase priceprice or indemnification obligations; provided, however, that, if such Other Stockholder has an Ownership Percentage of less than 25% at the time of such Tag-Along Sale or Drag-Along Sale, such instruments of conveyance and transfer and such purchase agreements, merger or amalgamation agreements, indemnity agreements, escrow agreements and related documents shall not include any representations or warranties of such Stockholder regarding the Company or its business except such representations and warranties as are ordinarily given by a seller of securities with respect to such seller’s authority to sell, enforceability of agreements against such seller, such seller’s good title in such securities and the good title in such securities to be acquired at closing by the proposed purchaser; which may be included in all cases; provided, further, that no Other Stockholder shall be obligated (A) to indemnify, other than severally indemnify, any Person in connection with such Tag-Along Sale or Drag-Along Sale, as the case may be, or (B) to incur liability to any Person in connection with such Tag-Along Sale or Drag-Along Sale, as the case may be, including, without limitation, under any indemnity, in excess of the lesser of (1) its pro rata share of such liability and (2) the proceeds realized by such Other Stockholder in such sale, and (iv) cooperate in obtaining all governmental and third-party consents and approvals reasonably necessary or desirable to consummate such Tag-Along Sale or Drag-Along Sale.

Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section 4.01 or 4.02, the rights and obligations of the Shareholders to participate in a Tag-Along Sale under Section 4.01 or a Drag-Along Sale under Section 4.02 are subject to the following conditions: (ai) upon the consummation of such . In connection with any Tag-Along Sale or Drag-Along Sale, and subject the Wafra Participation Entity(s) shall execute all appropriate documents reasonably necessary to the applicable securities laws, all Transfer ownership of the Shareholders participating therein will receive the same form and amount of consideration per share of the relevant class of Company Security determined in accordance with Section 4.01(a) Tagging Interest or Section 4.02(a)Wafra Dragged Interest, as the case may be; provided, orthat such Wafra Participation Entity(s) (a) shall only be required to give customary representations and warranties with respect to such Wafra Participation Entity’s due organization, if authority to enter into applicable Transfer documentation, non-contravention of applicable Laws and material agreements, or required approvals of any Shareholders are given an option as to Governmental Authority (in respect of which a Wafra Entity is a party), and free and clear title of the form and amount of consideration to be receivedrelevant Ownership Interests, all Shareholders participating therein will be given the same option; (b) no Shareholder shall not be obligated required to pay provide any expenses incurred indemnification with respect to any representations, warranties, covenants or agreements made by any other Person, including any DigitalBridge Party (for the avoidance of doubt, subject to subclause (a), such Wafra Participation Entity(s) may be required to provide indemnification in respect of its own representations, warranties, covenants or agreements), (c) shall not be required to bear more than its pro rata portion (based on proceeds received by such Wafra Participation Entity(s) as compared to the aggregate proceeds in connection with the Transfer) of any unconsummated Tag-Along Sale indemnification obligation with respect to the representations, warranties and covenants of the other owners of the Ownership Interests (which shall not in any event exceed the net proceeds received by such Wafra Participation Entity(s) in consideration for the Transfer of such Tagging Interest or Drag-Along SaleWafra Dragged Interest, as the case may be), and (d) except for confidentiality restrictions consistent with those set forth in this Agreement, shall not be required to agree to any non-compete or other similar restrictive covenants. In addition, each Shareholder Wafra Participation Entity and each DigitalBridge Party shall be obligated cooperate in good faith to pay only its pro rata share (based on the number of Company Securities Transferred) of expenses incurred in connection with a consummated effect such Tag-Along Sale or Drag-Along Sale in such a manner so as to minimize any adverse legal, regulatory or tax consequences to such Wafra Participation Entity and the Company and its Subsidiaries and to minimize the Parties’ obligations to obtain any consents from a third party or Governmental Authority. For the avoidance of doubt, as of the Effective Date, the Wafra Participation Entity has an Ownership Interest that entitles it to an amount equal to the extent such expenses are incurred for the benefit portion of all Shareholders and are not otherwise paid by the Company or another Person; (c) each Shareholder shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that, no Shareholder shall be required to provide any representations or indemnities in connection with such Transfer (other than representations and indemnities concerning each Shareholder’s title Applicable Carried Interest attributable to the Company Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement); and provided further that, liability for any misrepresentation by the Company or indemnity shall (as to such Shareholders) be expressly stated to be several but not joint and each Shareholder shall not be liable for more than its pro rata share (based on the number of Company Securities Transferred, calculated on a Fully-Diluted Basis) of any liability for misrepresentation or indemnity, not to exceed more than such Shareholder’s pro rata share of the purchase price received in such Transfer, (ii) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller or Drag-Along SellerRetained Interests, as the case may be, and (iii) be required to bear their proportionate share of any escrows, holdbacks and adjustments in purchase price.set forth on Schedule A.

Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section 4.01 or 4.02, the rights and obligations of the Shareholders to participate in a Tag-Along Sale under Section 4.01 or a Drag-Along Sale under Section 4.02 are subject to the following conditions: (a) upon the consummation of such In connection with any Tag-Along Sale or Drag-Along Sale, and subject the Wafra Participation Entity(s) shall execute all appropriate documents reasonably necessary to the applicable securities laws, all Transfer ownership of the Shareholders participating therein will receive the same form and amount of consideration per share of the relevant class of Company Security determined in accordance with Section 4.01(a) Tagging Interest or Section 4.02(a)Wafra Dragged Interest, as the case may be; provided, orthat such Wafra Participation Entity(s) (a) shall only be required to give customary representations and warranties with respect to such Wafra Participation Entity’s due organization, if authority to enter into applicable Transfer documentation, non-contravention of applicable Laws and material agreements, or required approvals of any Shareholders are given an option as to Governmental Authority (in respect of which a Wafra Entity is a party), and free and clear title of the form and amount of consideration to be receivedrelevant Ownership Interests, all Shareholders participating therein will be given the same option; (b) no Shareholder shall not be obligated required to pay provide any expenses incurred indemnification with respect to any representations, warranties, covenants or agreements made by any other Person, including any DigitalBridge Party (for the avoidance of doubt, subject to subclause (a), such Wafra Participation Entity(s) may be required to provide indemnification in respect of its own representations, warranties, covenants or agreements), (c) shall not be required to bear more than its pro rata portion (based on proceeds received by such Wafra Participation Entity(s) as compared to the aggregate proceeds in connection with the Transfer) of any unconsummated Tag-Along Sale indemnification obligation with respect to the representations, warranties and covenants of the other owners of the Ownership Interests (which shall not in any event exceed the net proceeds received by such Wafra Participation Entity(s) in consideration for the Transfer of such Tagging Interest or Drag-Along SaleWafra Dragged Interest, as the case may be), and (d) except for confidentiality restrictions consistent with those set forth in this Agreement, shall not be required to agree to any non-compete or other similar restrictive covenants. In addition, each Shareholder Wafra Participation Entity and each DigitalBridge Party shall be obligated cooperate in good faith to pay only its pro rata share (based on the number of Company Securities Transferred) of expenses incurred in connection with a consummated effect such Tag-Along Sale or Drag-Along Sale in such a manner so as to minimize any adverse legal, regulatory or tax consequences to such Wafra Participation Entity and the Company and its Subsidiaries and to minimize the Parties’ obligations to obtain any consents from a third party or Governmental Authority. For the avoidance of doubt, as of the Effective Date, the Wafra Participation Entity has an Ownership Interest that entitles it to an amount equal to the extent such expenses are incurred for the benefit portion of all Shareholders and are not otherwise paid by the Company or another Person; (c) each Shareholder shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that, no Shareholder shall be required to provide any representations or indemnities in connection with such Transfer (other than representations and indemnities concerning each Shareholder’s title Applicable Carried Interest attributable to the Company Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement); and provided further that, liability for any misrepresentation by the Company or indemnity shall (as to such Shareholders) be expressly stated to be several but not joint and each Shareholder shall not be liable for more than its pro rata share (based on the number of Company Securities Transferred, calculated on a Fully-Diluted Basis) of any liability for misrepresentation or indemnity, not to exceed more than such Shareholder’s pro rata share of the purchase price received in such Transfer, (ii) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller or Drag-Along SellerRetained Interests, as the case may be, and (iii) be required to bear their proportionate share of any escrows, holdbacks and adjustments in purchase price.set forth on Schedule A.

Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section 4.01 or 4.02, the rights and obligations of the Shareholders to participate in a In connection with any Tag-Along Sale under Section 4.01 or a Drag-Along Sale under Section 4.02 are subject (for the avoidance of doubt, including any Accelerated Change of Control Transaction), the Wafra Management Subscriber(s) shall execute all appropriate documents reasonably necessary to Transfer ownership of the following conditions: Tagging Interest or Wafra Dragged Interest, as the case may be; provided, that such Wafra Management Subscriber(s) (a) upon shall only be required to give customary representations and warranties with respect to such Wafra Management Subscriber’s due organization, authority to enter into applicable Transfer documentation, non-contravention of applicable Laws and material agreements, or required approvals of any Governmental Authority (in respect of which a Wafra Entity is a party), and free and clear title of the consummation relevant Ownership Interests, (b) shall not be required to provide any indemnification with respect to any representations, warranties, covenants or agreements made by any other Person, including any Colony Party (for the avoidance of doubt, subject to subclause (a), such Wafra Management Subscriber(s) may be required to provide indemnification in respect of its own representations, warranties, covenants or agreements), (c) shall not be required to bear more than its pro rata portion (based on proceeds received by such Wafra Management Subscriber(s) as compared to the aggregate proceeds in connection with the Transfer) of any indemnification obligation with respect to the representations, warranties and covenants of the other owners of the Ownership Interests (which shall not in any event exceed the net proceeds received by such Wafra Management Subscriber(s) in consideration for the Transfer of such Tagging Interest or Wafra Dragged Interest, as the case may be), and (d) except for confidentiality restrictions consistent with those set forth in this Agreement, shall not be required to agree to any non-compete or other similar restrictive covenants. In addition, each Wafra Management Subscriber and each Colony Party shall cooperate in good faith to effect such Tag-Along Sale or Drag-Along SaleSale in such a manner so as LA_LAN01:362977.13 to minimize any adverse legal, and subject to the applicable securities laws, all of the Shareholders participating therein will receive the same form and amount of consideration per share of the relevant class of Company Security determined in accordance with Section 4.01(a) regulatory or Section 4.02(a), as the case may be, or, if any Shareholders are given an option as to the form and amount of consideration to be received, all Shareholders participating therein will be given the same option; (b) no Shareholder shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale or Drag-Along Sale, and each Shareholder shall be obligated to pay only its pro rata share (based on the number of Company Securities Transferred) of expenses incurred in connection with a consummated Tag-Along Sale or Drag-Along Sale to the extent such expenses are incurred for the benefit of all Shareholders and are not otherwise paid by the Company or another Person; (c) each Shareholder shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that, no Shareholder shall be required to provide any representations or indemnities in connection with such Transfer (other than representations and indemnities concerning each Shareholder’s title to the Company Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement); and provided further that, liability for any misrepresentation by the Company or indemnity shall (as tax consequences to such Shareholders) be expressly stated Wafra Management Subscriber and such Digital Colony Management Parties and to be several but not joint and each Shareholder shall not be liable for more than its pro rata share (based on minimize the number of Company Securities Transferred, calculated on Parties’ obligations to obtain any consents from a Fully-Diluted Basis) of any liability for misrepresentation third party or indemnity, not to exceed more than such Shareholder’s pro rata share of the purchase price received in such Transfer, (ii) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller or Drag-Along Seller, as the case may be, and (iii) be required to bear their proportionate share of any escrows, holdbacks and adjustments in purchase priceGovernmental Authority.