Common use of Certain Rights of Inclusion Clause in Contracts

Certain Rights of Inclusion. (a) A Member shall not sell or otherwise Dispose of Units (in one or a series of transactions) to a third party (excluding for such purpose Dispositions to another Member pursuant to Section 8.5 and Section 8.6, Dispositions subject to Section 8.8 and Dispositions in connection with a Qualified IPO or a Qualified Merger, but after giving effect to Section 8.5 and Section 8.6, to the extent applicable) unless the terms and conditions of such Disposition include an offer, on the same terms as the offer to the selling Member (the “Selling Member”), to each of the other Members (other than the Selling Member) who hold Units of the same class proposed to be Disposed of by the Selling Member (subject to the restrictions set forth in Section 8.1(d) relating to Management Members) (the “Tag Offerees”), to include at the option of each Tag Offeree, in the sale or other Disposition to the third party, a number of Tag Offered Units determined in accordance with this Section 8.7. (b) The Selling Member shall cause the third party offer to be reduced to writing (which writing shall include an offer to purchase or otherwise acquire Tag Offered Units from the Tag Offerees as required by this Section 8.7 and a time and place designated for the closing of such purchase, which time shall not be less than 20 days after delivery of such notice and no more than 60 days after such delivery date) and shall send written notice of such third party offer (the “Inclusion Notice”) to each of the Tag Offerees in the manner specified in Article XI. (c) Subject to the provisions of Section 8.7(a) and Section 8.7(e), each Tag Offeree shall have the right (an “Inclusion Right”), exercisable by delivery of notice to the Selling Member at any time within 10 calendar days after receipt of the Inclusion Notice, together with the Selling Member, to sell pursuant to such third party offer, and upon the terms and conditions set forth in the Inclusion Notice, that number of Tag Offered Units requested to be included by such Tag Offeree; provided, however, that if the proposed third party transferee is unwilling to purchase all of the Tag Offered Units requested to be sold by all exercising Tag Offerees together with the Selling Member, then each Tag Offeree shall have the right to sell pursuant to such third party offer, and upon the terms and conditions set forth in the Inclusion Notice, a number of such Tag Offeree’s Tag Offered Units equal to such Tag Offeree’s Tag Percentage of each class, series and type of Tag Offered Units proposed to be transferred pursuant to this Section 8.7 as provided in the next succeeding sentence. If any Tag Offeree has exercised its Inclusion Rights and the proposed third party transferee is unwilling to purchase all of the Tag Offered Units proposed to be transferred by the Selling Member and all exercising Tag Offerees (determined in accordance with the first sentence of this Section 8.7(c)), then the Selling Member and each exercising Tag Offeree shall reduce, on a pro rata basis with respect to each series, class and type of such Tag Offered Units, based on their respective Tag Percentages of each such class, series and type of such Tag Offered Units, the amount of such Tag Offered Units that each otherwise would have sold so as to permit the Selling Member and each exercising Tag Offeree to sell the amount of Tag Offered Units (determined in accordance with such Tag Percentages) that the proposed third party transferee is willing to purchase. (d) The Tag Offerees and the Selling Member shall sell to the proposed transferee all, or at the option of the proposed transferee, any part of the Tag Offered Units proposed to be transferred by them, at not less than the price and upon the terms and conditions, if any, not more favorable, individually and in the aggregate, to the proposed transferee than those in the Inclusion Notice at the time and place provided for the closing in the Inclusion Notice, or at such other time and place as the Tag Offerees, the Selling Member, and the proposed transferee shall agree. The proposed consideration being offered with respect to the Tag Offered Units being transferred by the Selling Member and all exercising Tag Offerees (determined in accordance with Section 8.7(c)) shall be allocated among the classes and series of such Tag Offered Units as if such consideration was distributed by the Company to the Selling Member and the exercising Tag Offerees pursuant to the rights and preferences set forth in Section 6.1(b) (without giving any effect to Section 6.1(c)). (e) If the proposed third party transferee of Membership Interests proposed to be transferred by a Selling Member is unwilling to purchase any Membership Interests from a Tag Offeree even after any pro rata reduction pursuant to the last sentence of Section 8.7(c) (a “Non-Included Tag Offeree”), such Non-Included Tag Offeree may elect to require such Selling Member to purchase from such Non-Included Tag Offeree, for cash (in U.S. dollars), Tag Offered Units having a purchase price equal to the aggregate purchase price such Non-Included Tag Offeree would have received in connection with the closing of such sale by the Selling Member if such Non-Included Tag Offeree had been able to exercise its Inclusion Rights (but only to the extent of its Tag Percentage) with respect to such sale. The closing of such sale to the Selling Member shall occur concurrently with or immediately following such sale by the Selling Member.

Certain Rights of Inclusion. (a) A Member member of the Warburg Group shall not sell or otherwise Dispose effect the Disposition of Units any Series B Preferred (in one or a series of transactions) to a third party or to the Company (in either case, the “Transferee”) (excluding for such purpose Dispositions to another Member pursuant to Section 8.5 and Section 8.63.2, Dispositions subject to Section 8.8 3.7 and Dispositions in connection with a Qualified IPO or a Qualified Merger, but after giving effect to Section 8.5 and Section 8.6, to the extent applicablePublic Offering) unless the terms and conditions of such Disposition include an offer, on the same terms as the offer to the selling Member member of the Warburg Group (the “Selling MemberStockholder”), to each of the other Members (other than the Selling Member) who hold Units of the same class proposed to be Disposed of by the Selling Member (subject to the restrictions set forth in Section 8.1(d) relating to Management Members) Stockholders (the “Tag Offerees”), to include at the option of each Tag Offeree, in the sale or other Disposition to the third partyTransferee, a number of shares of such Series B Preferred owned by each Tag Offered Units Offeree determined in accordance with this Section 8.73.6. (b) The Selling Member Stockholder shall cause the third party Transferee’s offer to be reduced to writing (which writing shall include an offer to purchase or otherwise acquire Tag Offered Units shares of such Series B Preferred from the Tag Offerees as required by this Section 8.7 3.6 and a time and place designated for the closing of such purchase, which time shall not be less than 20 days after delivery of such notice and no more than 60 days after such delivery date) and shall send written notice of such third party Transferee’s offer (the “Inclusion Notice”) to each of the Tag Offerees in the manner specified in Article XISection 6.1 hereof. (c) Subject to the provisions of Section 8.7(a) and Section 8.7(e3.6(a), each Tag Offeree shall have the right (an “Inclusion Right”), exercisable by delivery of notice to the Selling Member Stockholder at any time within 10 calendar days after receipt of the Inclusion Notice, together with the Selling MemberStockholder, to sell pursuant to such third party Transferee’s offer, and upon the terms and conditions set forth in the Inclusion Notice, that number of Tag Offered Units shares of Series B Preferred requested to be included by such Tag Offeree; provided, however, that if the proposed third party transferee Transferee is unwilling to purchase all of the Tag Offered Units Series B Preferred requested to be sold by all exercising Tag Offerees together with the Selling MemberStockholder, then each Tag Offeree shall have the right to sell pursuant to such third party Transferee’s offer, and upon the terms and conditions set forth in the Inclusion Notice, a number of such Tag Table of Contents Offeree’s Tag Offered Units shares of Series B Preferred equal to such Tag Offeree’s Proportionate Percentage (based on the shares of Series B Preferred held by the Selling Stockholder and Tag Percentage Offerees exercising their Inclusion Rights) of each class, series and type of Tag Offered Units Series B Preferred proposed to be transferred by the Selling Stockholder pursuant to this Section 8.7 3.6. The definition of “Proportionate Percentage” for purposes of this Section 3.6(c) shall be read as provided if the references in such definition to “Common Stock” were to Series B Preferred and the next succeeding sentenceparenthetical clauses in such definition were deleted. If any Tag Offeree has exercised its Inclusion Rights and the proposed third party transferee Transferee is unwilling to purchase all of the Tag Offered Units Series B Preferred proposed to be transferred by the Selling Member Stockholder and all exercising Tag Offerees (determined in accordance with the first sentence of this Section 8.7(c3.6(c)), then the Selling Member Stockholder and each exercising Tag Offeree shall reduce, on a pro rata basis with respect to each series, class and type such shares of such Tag Offered UnitsSeries B Preferred, based on their respective Tag Percentages of each such class, series and type of such Tag Offered UnitsProportionate Percentages, the amount of such Tag Offered Units Series B Preferred that each otherwise would have sold so as to permit the Selling Member Stockholder and each exercising Tag Offeree to sell the amount of Tag Offered Units Series B Preferred (determined in accordance with such Tag reduced Proportionate Percentages) that the proposed third party transferee Transferee is willing to purchase. (d) The Tag Offerees and the Selling Member Stockholder shall sell to the proposed transferee Transferee all, or at the option of the proposed transfereeTransferee, any part of the Tag Offered Units shares of such Series B Preferred proposed to be transferred by them, at not less than the price and upon the terms and conditions, if any, not more favorable, individually and in the aggregate, to the proposed transferee Transferee than those in the Inclusion Notice at the time and place provided for the closing in the Inclusion Notice, or at such other time and place as the Tag Offerees, the Selling MemberStockholder, and the proposed transferee Transferee shall agree. The proposed consideration being offered with respect to the Tag Offered Units being transferred by the Selling Member and all exercising Tag Offerees (determined in accordance with Section 8.7(c)) shall be allocated among the classes and series of such Tag Offered Units as if such consideration was distributed by the Company to the Selling Member and the exercising Tag Offerees pursuant to the rights and preferences set forth in Section 6.1(b) (without giving any effect to Section 6.1(c)). (e) If the proposed third party transferee Transferee of Membership Interests Series B Preferred proposed to be transferred by a Selling Member Stockholder is unwilling to purchase any Membership Interests Series B Preferred from a Tag Offeree even after any pro rata reduction pursuant to the last sentence of Section 8.7(c3.6(c) (a “Non-Included Tag Offeree”), such Non-Included Tag Offeree may elect to require such Selling Member Stockholder to purchase from such Non-Included Tag Offeree, for cash (in U.S. dollars), Tag Offered Units Series B Preferred having a purchase price equal to the aggregate purchase price such Non-Included Tag Offeree would have received in connection with the closing of such sale by the Selling Member Stockholder if such Non-Included Tag Offeree had been able to exercise its Inclusion Rights (but only to the extent of its Tag Proportionate Percentage) with respect to such sale. The closing of such sale to the Selling Member Stockholder shall occur concurrently with or immediately following such sale by the Selling MemberStockholder.

Certain Rights of Inclusion. (a) A Member No Unitholder shall not sell or otherwise Dispose effect the Disposition of any Units (in one or a series of transactions) to a third party (excluding for such purpose Dispositions to another Member pursuant to Section 8.5 and Section 8.65.2, Dispositions to existing Unitholders pursuant to Sections 5.4 or 5.5, Dispositions subject to Section 8.8 5.7, Dispositions pursuant to Section 5.8 and Dispositions in connection with a Qualified IPO Public Offering or a Qualified Merger, but after giving effect to Section 8.5 and Section 8.6, to the extent applicable) unless the terms and conditions of such Disposition have been approved in accordance with Section 8.4 (if any such approval is required) and include an offer, on the same terms as the offer to the selling Member Unitholder (the “Selling MemberUnitholder”), to each of the other Members Unitholders (other than the Selling Member) who hold Units of the same class proposed to be Disposed of by the Selling Member (subject to the restrictions set forth in Section 8.1(d) relating to Management Members) (collectively, the “Tag Offerees”), to include at the option of each Tag OffereeOfferee (subject to the restrictions set forth in Section 5.1(f) relating to Management Unitholders), in the sale or other Disposition to the third party, a number of Units owned by each Tag Offered Units Offeree determined in accordance with this Section 8.75.6. If Units proposed to be transferred by the Selling Unitholder consist of more than one series, class or type of securities, the Selling Unitholder shall have the right to sell or otherwise effect the Disposition under this Agreement of each such series, class or type provided that such Selling Unitholder complies with the provisions of this Section 5.6. If the Units proposed to be transferred by the Selling Unitholder consist of more than one series, class or type of securities and a Tag Offeree does not hold securities of each such series, class or type, then such Tag Offeree shall have an Inclusion Right (as defined below) only with respect to each such series, class or type that such Tag Offeree holds that is either the same series, class or type that is proposed to be transferred by the Selling Unitholder or that is convertible into such series, class or type at any time at the option of the holder thereof, in each case in compliance with the provisions of this Section 5.6; provided, however, that if the Units proposed to be transferred pursuant to Section 5.6 consist only of Convertible Preferred Units and such Units represent 75% or more of the outstanding Convertible Preferred Units, such Tag Offeree shall be entitled to include a number of Common Units (excluding Unvested Units) held by such Tag Offeree determined in accordance with Section 5.6 and shall be entitled to receive as consideration for such Common Units the same proportion of the aggregate consideration from such Disposition that such Tag Offeree would have received for such Common Units if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 7.1(a) of this Agreement as in effect immediately prior to such Disposition (giving effect to applicable orders of priority), it being understood among the parties that such allocation may result in no consideration being payable for a particular series, class or type of securities. (b) The Selling Member Unitholder shall cause the third party offer to be reduced to writing (which writing shall include an offer to purchase or otherwise acquire Tag Offered Units from the Tag Offerees as required by this Section 8.7 5.6 and a time and place designated for the closing of such purchase, which time shall not be less than 20 days after delivery of such notice and no more than 60 days after such delivery date) and shall send written notice of such third party offer (the “Inclusion Notice”) to each of the Tag Offerees in the manner specified in Article XISection 15.2 hereof. The per Unit purchase price proposed to be paid by the third party transferee may differ in order to reflect differences in the Preferred Return Amount and the Liquidation Preference with respect to the Convertible Preferred Units that are requested to be sold and the Threshold Value with respect to the Series B Convertible Preferred Units, Series C Convertible Preferred Units, C1 Units and vested Profits Units that are requested to be sold. (c) Subject to the provisions of Section 8.7(a) and Section 8.7(e5.6(a), each Tag Offeree shall have the right (an “Inclusion Right”), exercisable by delivery of notice to the Selling Member Unitholder at any time within 10 ten (10) calendar days after receipt of the Inclusion Notice, together with the Selling MemberUnitholder, to sell pursuant to such third party offer, and upon the terms and conditions set forth in the Inclusion Notice, that number of Tag Offered Units requested to be included by such Tag Offeree; provided, however, that if the proposed third party transferee is unwilling to purchase all of the Tag Offered Units requested to be sold by all exercising Tag Offerees together with the Selling MemberUnitholder, then each Tag Offeree shall have the right to sell pursuant to such third party offer, and upon the terms and conditions set forth in the Inclusion Notice, a number of such Tag Offeree’s Tag Offered and Selling Unitholder’s Units equal to such Tag Offeree’s Proportionate Percentage (based on the Units held by the Selling Unitholder and Tag Percentage Offerees exercising their Inclusion Rights, excluding Unvested Management Units, which Proportionate Percentages shall be calculated separately with respect to any Profits Units held by the Selling Unitholder and such Tag Offerees) of each class, series and type of Tag Offered Units proposed to be transferred pursuant to this Section 8.7 5.6 as provided in the next succeeding sentence. For purposes of this Section 5.6, if any Units proposed to be transferred pursuant to this Section 5.6 (other than Convertible Preferred Units) are of a series, class or type of securities that is convertible into Common Units, then the definition of “Proportionate Percentage” for purposes of this Section 5.6(c) shall be read as if the references therein to “Convertible Preferred Units” were to such other convertible securities and the references therein to “Conversion Ratio” were to the applicable conversion ratio of such other convertible securities; and provided further, that, if such Units are not so convertible, then the definition of “Proportionate Percentage” for purposes of this Section 5.6(c) shall be read as if the references therein to “Common Units” were to such other non-convertible securities and the parentheticals therein were deleted. If any Tag Offeree has exercised its Inclusion Rights and the proposed third party transferee is unwilling to purchase all of the Tag Offered Units proposed to be transferred by the Selling Member Unitholder and all exercising Tag Offerees (determined in accordance with the first sentence of this Section 8.7(c5.6(c)), then the Selling Member Unitholder and each exercising Tag Offeree shall reduce, on a pro rata basis with respect to each series, class and type of such Tag Offered Units, based on their respective Tag Proportionate Percentages of each such class, series and type of such Tag Offered Units, the amount of such Tag Offered Units that each otherwise would have sold so as to permit the Selling Member Unitholder and each exercising Tag Offeree to sell the amount of Tag Offered Units (determined in accordance with such Tag reduced Proportionate Percentages) that the proposed third party transferee is willing to purchase. (d) The Tag Offerees and the Selling Member Unitholder shall sell to the proposed transferee all, or at the option of the proposed transferee, any part of the Tag Offered Units proposed to be transferred by them, at not less than the price and upon the terms and conditions, if any, not more favorable, individually and in the aggregate, to the proposed transferee than those in the Inclusion Notice at the time and place provided for the closing in the Inclusion Notice, or at such other time and place as the Tag Offerees, the Selling MemberUnitholder, and the proposed transferee shall agree. The If the Units proposed consideration being offered with respect to the Tag Offered Units being be transferred by the Selling Member Unitholder and all exercising Tag Offerees (determined in accordance with Section 8.7(c5.6(c)) consist of more than one series, class or type of securities, the aggregate proposed consideration being offered with respect to such Units shall be allocated among the classes and series of such Tag Offered Units as if such consideration was had been distributed by the Company to the Selling Member and the exercising Tag Offerees in complete liquidation pursuant to the rights and preferences set forth in Section 6.1(b7.1(a) of this Agreement and as in effect immediately prior to such closing (without giving any effect to Section 6.1(capplicable orders of priority)), it being understood among the parties that such allocation may result in no consideration being payable for a particular series, class or type of securities. (e) If the proposed third party transferee of Membership Interests Units proposed to be transferred by a Selling Member Unitholder is unwilling to purchase any Membership Interests Units from a Tag Offeree even after any pro rata reduction pursuant to the last sentence of Section 8.7(c5.6(c) (a “Non-Included Tag Offeree”), such Non-Included Tag Offeree may elect to require such Selling Member Unitholder to purchase from such Non-Included Tag Offeree, for cash (in U.S. dollars), Tag Offered Units having a purchase price equal to the aggregate purchase price such Non-Included Tag Offeree would have received in connection with the closing of such sale by the Selling Member Unitholder if such Non-Included Tag Offeree had been able to exercise its Inclusion Rights (but only to the extent of its Tag Proportionate Percentage) with respect to such sale. The closing of such sale to the Selling Member Unitholder shall occur concurrently with or immediately following such sale by the Selling MemberUnitholder.

Certain Rights of Inclusion. (a) A Member shall not sell or otherwise Dispose of Units (in one or a series of transactions) to a third party (excluding for such purpose Dispositions to another Member pursuant to Section 8.5 and Section 8.6, Dispositions subject to Section 8.8 and Dispositions in connection with a Qualified IPO or a Qualified Merger, but after giving effect to Section 8.5 and Section 8.6, to the extent applicable) unless the terms and conditions of such Disposition include an offer, on the same terms as the offer to the selling Member (the “"Selling Member”"), to each of the other Members (other than the Selling Member) who hold Units of the same class proposed to be Disposed of by the Selling Member (subject to the restrictions set forth in Section 8.1(d) relating to Management Members) (the “"Tag Offerees”"), to include at the option of each Tag Offeree, in the sale or other Disposition to the third party, a number of Tag Offered Units determined in accordance with this Section 8.7. (b) The Selling Member shall cause the third party offer to be reduced to writing (which writing shall include an offer to purchase or otherwise acquire Tag Offered Units from the Tag Offerees as required by this Section 8.7 and a time and place designated for the closing of such purchase, which time shall not be less than 20 days after delivery of such notice and no more than 60 days after such delivery date) and shall send written notice of such third party offer (the “"Inclusion Notice”") to each of the Tag Offerees in the manner specified in Article XI. (c) Subject to the provisions of Section 8.7(a) and Section 8.7(e), each Tag Offeree shall have the right (an “"Inclusion Right”"), exercisable by delivery of notice to the Selling Member at any time within 10 calendar days after receipt of the Inclusion Notice, together with the Selling Member, to sell pursuant to such third party offer, and upon the terms and conditions set forth in the Inclusion Notice, that number of Tag Offered Units requested to be included by such Tag Offeree; provided, however, that if the proposed third party transferee is unwilling to purchase all of the Tag Offered Units requested to be sold by all exercising Tag Offerees together with the Selling Member, then each Tag Offeree shall have the right to sell pursuant to such third party offer, and upon the terms and conditions set forth in the Inclusion Notice, a number of such Tag Offeree’s 's Tag Offered Units equal to such Tag Offeree’s 's Tag Percentage of each class, series and type of Tag Offered Units proposed to be transferred pursuant to this Section 8.7 as provided in the next succeeding sentence. If any Tag Offeree has exercised its Inclusion Rights and the proposed third party transferee is unwilling to purchase all of the Tag Offered Units proposed to be transferred by the Selling Member and all exercising Tag Offerees (determined in accordance with the first sentence of this Section 8.7(c)), then the Selling Member and each exercising Tag Offeree shall reduce, on a pro rata basis with respect to each series, class and type of such Tag Offered Units, based on their respective Tag Percentages of each such class, series and type of such Tag Offered Units, the amount of such Tag Offered Units that each otherwise would have sold so as to permit the Selling Member and each exercising Tag Offeree to sell the amount of Tag Offered Units (determined in accordance with such Tag Percentages) that the proposed third party transferee is willing to purchase. (d) The Tag Offerees and the Selling Member shall sell to the proposed transferee all, or at the option of the proposed transferee, any part of the Tag Offered Units proposed to be transferred by them, at not less than the price and upon the terms and conditions, if any, not more favorable, individually and in the aggregate, to the proposed transferee than those in the Inclusion Notice at the time and place provided for the closing in the Inclusion Notice, or at such other time and place as the Tag Offerees, the Selling Member, and the proposed transferee shall agree. The proposed consideration being offered with respect to the Tag Offered Units being transferred by the Selling Member and all exercising Tag Offerees (determined in accordance with Section 8.7(c)) ) shall be allocated among the classes and series of such Tag Offered Units as if such consideration was distributed by the Company to the Selling Member and the exercising Tag Offerees pursuant to the rights and preferences set forth in Section 6.1(b) (without giving any effect to Section 6.1(c)). (e) If the proposed third party transferee of Membership Interests proposed to be transferred by a Selling Member is unwilling to purchase any Membership Interests from a Tag Offeree even after any pro rata reduction pursuant to the last sentence of Section 8.7(c) (a “Non-Included Tag Offeree”), such Non-Included Tag Offeree may elect to require such Selling Member to purchase from such Non-Included Tag Offeree, for cash (in U.S. dollars), Tag Offered Units having a purchase price equal to the aggregate purchase price such Non-Included Tag Offeree would have received in connection with the closing of such sale by the Selling Member if such Non-Included Tag Offeree had been able to exercise its Inclusion Rights (but only to the extent of its Tag Percentage) with respect to such sale. The closing of such sale to the Selling Member shall occur concurrently with or immediately following such sale by the Selling Member."

Certain Rights of Inclusion. (a) A Member shall not No Shareholder shall, individually or collectively, in any transaction, sell or otherwise Dispose dispose of Units (in one or a series shares of transactions) Common Stock held by such Shareholder to a third party (excluding for such purpose Dispositions to another Member pursuant to Section 8.5 and Section 8.6, Dispositions subject to Section 8.8 and Dispositions in connection with a Qualified IPO or a Qualified Merger, but after giving effect to Section 8.5 and Section 8.6, to the extent applicable) unless the terms and conditions of such Disposition the Third Party Offer include an offer, at the same price and on the same terms as the offer to the selling Member (the “Selling Member”)Shareholders, to each of the other Members (other than the Selling Member) who hold Units of the same class proposed to be Disposed of by the Selling Member (subject to the restrictions set forth in Section 8.1(d) relating to Management Members) Shareholders (the “Tag "Offerees”"), to include at the option of each Tag Offeree, in the sale or other Disposition disposition to the third partyThird Party, a number of Tag Offered Units shares of Common Stock owned by each Offeree determined in accordance with this Section 8.73.9. (b) The Shareholder or Shareholders that receives the Third Party Offer (the "Selling Member Shareholder") shall cause the third party offer Third Party Offer to be reduced to in writing (which writing shall include an offer to purchase or otherwise acquire Tag Offered Units shares of the Common Stock from the Tag Offerees as required by this Section 8.7 and a time and place designated for the closing of such purchase, which time shall not be less than 20 days after delivery of such notice and no more than 60 days after such delivery date3.9) and shall send written notice of such third party offer the Third Party Offer together with a copy of the Third Party Offer (the “"Inclusion Notice”") to each of the Tag Offerees in the manner specified in Article XISection 6.1 hereof. At any time within twenty (20) calendar days after delivery of the Inclusion Notice, an Offeree may accept the offer included in the Inclusion Notice by furnishing written notice of such acceptance to the Selling Shareholder. (c) Subject to the provisions of Section 8.7(a) and Section 8.7(e), each Tag Each Offeree shall have the right (an “"Inclusion Right”), exercisable by delivery of notice to the Selling Member at any time within 10 calendar days after receipt of the Inclusion Notice, together with the Selling Member, ") to sell pursuant to such third party offer, and upon the terms and conditions set forth in the Inclusion Notice, that number of Tag Offered Units requested to be included by such Tag Offeree; provided, however, that if the proposed third party transferee is unwilling to purchase all of the Tag Offered Units requested to be sold by all exercising Tag Offerees together with the Selling Member, then each Tag Offeree shall have the right to sell pursuant to such third party offer, and upon the terms and conditions set forth in the Inclusion Notice, Third Party Offer a number of such Tag Offeree’s Tag Offered Units equal to such Tag Offeree’s Tag Percentage 's shares of each class, series and type of Tag Offered Units proposed to be transferred pursuant to this Section 8.7 as provided in the next succeeding sentence. If any Tag Offeree has exercised its Inclusion Rights and the proposed third party transferee is unwilling to purchase all of the Tag Offered Units proposed to be transferred by the Selling Member and all exercising Tag Offerees (determined in accordance with the first sentence of this Section 8.7(c)), then the Selling Member and each exercising Tag Offeree shall reduce, on a pro rata basis with respect to each series, class and type of such Tag Offered Units, based on their respective Tag Percentages of each such class, series and type of such Tag Offered Units, the amount of such Tag Offered Units that each otherwise would have sold so as to permit the Selling Member and each exercising Tag Offeree to sell the amount of Tag Offered Units (determined in accordance with such Tag Percentages) that the proposed third party transferee is willing to purchase. (d) The Tag Offerees and the Selling Member shall sell to the proposed transferee all, or at the option of the proposed transferee, any part of the Tag Offered Units proposed to be transferred by them, at not less than the price and upon the terms and conditions, if any, not more favorable, individually and in the aggregate, to the proposed transferee than those in the Inclusion Notice at the time and place provided for the closing in the Inclusion Notice, or at such other time and place as the Tag Offerees, the Selling Member, and the proposed transferee shall agree. The proposed consideration being offered with respect to the Tag Offered Units being transferred by the Selling Member and all exercising Tag Offerees (determined in accordance with Section 8.7(c)) shall be allocated among the classes and series of such Tag Offered Units as if such consideration was distributed by the Company to the Selling Member and the exercising Tag Offerees pursuant to the rights and preferences set forth in Section 6.1(b) (without giving any effect to Section 6.1(c)). (e) If the proposed third party transferee of Membership Interests proposed to be transferred by a Selling Member is unwilling to purchase any Membership Interests from a Tag Offeree even after any pro rata reduction pursuant to the last sentence of Section 8.7(c) (a “Non-Included Tag Offeree”), such Non-Included Tag Offeree may elect to require such Selling Member to purchase from such Non-Included Tag Offeree, for cash (in U.S. dollars), Tag Offered Units having a purchase price Common Stock equal to the aggregate purchase price product of (x) the number of shares of Common Stock held by such Non-Included Tag Offeree would have received in connection with and (y) a fraction, the closing numerator of such sale which is the total number of shares of Common Stock covered by the Selling Member if such Non-Included Tag Offeree had been able to exercise its Inclusion Rights (but only to Third Party Offer and the extent denominator of its Tag Percentage) with respect to such sale. The closing which is the total number of such sale to the Selling Member shall occur concurrently with or immediately following such sale by the Selling Membershares of Common Stock then outstanding.

Certain Rights of Inclusion. (a) A Member If all or any part of the shares of Series B Preferred proposed to be transferred by an Investor Stockholder to a proposed transferee have not been purchased pursuant to Section 3.6 hereof, the Offeror Stockholder shall not not, individually or collectively, in any transaction, sell or otherwise Dispose dispose of Units (in one or a series shares of transactions) Series B Preferred held by such Stockholder to a third party (excluding for such purpose Dispositions party, other than to another Member pursuant to Section 8.5 and Section 8.6a Permitted Transferee, Dispositions subject to Section 8.8 and Dispositions in connection with a Qualified IPO or a Qualified Merger, but after giving effect to Section 8.5 and Section 8.6, to the extent applicable) unless the terms and conditions of such Disposition the Third Party Offer include an offer, at the Offer Price and on the same terms as the offer to the selling Member (the “Selling Member”)Investor Stockholders, to each of the other Members (other than the Selling Member) who hold Units of the same class proposed to be Disposed of by the Selling Member (subject to the restrictions set forth in Section 8.1(d) relating to Management Members) Investor Stockholders (the “Tag "Offerees”"), to include at the option of each Tag Offeree, in the sale or other Disposition disposition to the third partyThird Party, a number of Tag Offered Units shares of Series B Preferred owned by each Offeree determined in accordance with this Section 8.73.9. (b) The Investor Stockholder that receives the Third Party Offer (the "Selling Member Stockholder") shall cause the third party offer Third Party Offer to be reduced to writing (which writing shall include an offer to purchase or otherwise acquire Tag Offered Units shares of Series B Preferred from the Tag Offerees as required by this Section 8.7 3.9 and a time and place designated for the closing of such purchase, which time shall not be less than 20 days after delivery of such notice and no more than 60 days after such delivery date) and shall send written notice of such third party offer the Third Party Offer together with a copy of the Third Party Offer (the “"Inclusion Notice”") to each of the Tag Offerees in the manner specified in Article XISection 6.1 hereof. (c) Subject to the provisions of Section 8.7(a) and Section 8.7(e), each Tag Each Offeree shall have the right (an “"Inclusion Right”"), exercisable by delivery of notice to the Selling Member Stockholder at any time within 10 twenty (20) calendar days after receipt delivery of the Inclusion Notice, together with the Selling Member, to sell pursuant to such third party offer, and upon the terms and conditions set forth in the Inclusion Notice, that number of Tag Offered Units requested to be included by such Tag Offeree; provided, however, that if the proposed third party transferee is unwilling to purchase all of the Tag Offered Units requested to be sold by all exercising Tag Offerees together with the Selling Member, then each Tag Offeree shall have the right to sell pursuant to such third party offer, and upon the terms and conditions set forth in the Inclusion Notice, Third Party Offer a number of such Tag Offeree’s Tag Offered Units 's shares of Series B Preferred equal to such Tag Offeree’s Tag his or its Proportionate Percentage of each class, series and type of Tag Offered Units proposed to be transferred pursuant to this Section 8.7 as provided in (based on the next succeeding sentence. If any Tag Offeree has exercised its Inclusion Rights and the proposed third party transferee is unwilling to purchase all of the Tag Offered Units proposed to be transferred shares held by the Selling Member selling Stockholder and all Offerees exercising Tag Offerees (determined in accordance with the first sentence of this Section 8.7(ctheir Inclusion Rights)), then the Selling Member and each exercising Tag Offeree shall reduce, on a pro rata basis with respect to each series, class and type of such Tag Offered Units, based on their respective Tag Percentages of each such class, series and type of such Tag Offered Units, the amount of such Tag Offered Units that each otherwise would have sold so as to permit the Selling Member and each exercising Tag Offeree to sell the amount of Tag Offered Units (determined in accordance with such Tag Percentages) that the proposed third party transferee is willing to purchase. (d) The Tag Offerees and the Selling Member Stockholder shall sell to the proposed transferee all, or at the option of the proposed transferee, any part of the Tag Offered Units shares of Series B Preferred proposed to be transferred by them, them at not less than the price and upon the terms and conditions, if any, not more favorable, individually and in the aggregate, favorable to the proposed transferee than those in the Inclusion Notice at the time and place provided for the closing in the Inclusion Notice, or at such other time and place as the Tag Offerees, the Selling MemberStockholder, and the proposed transferee shall agree. The proposed consideration being offered with respect to the Tag Offered Units being transferred by the Selling Member and all exercising Tag Offerees (determined in accordance with Section 8.7(c)) shall be allocated among the classes and series of such Tag Offered Units as if such consideration was distributed by the Company to the Selling Member and the exercising Tag Offerees pursuant to the rights and preferences set forth in Section 6.1(b) (without giving any effect to Section 6.1(c)). (e) If the proposed third party transferee of Membership Interests proposed to be transferred by a Selling Member is unwilling to purchase any Membership Interests from a Tag Offeree even after any pro rata reduction pursuant to the last sentence of Section 8.7(c) (a “Non-Included Tag Offeree”), such Non-Included Tag Offeree may elect to require such Selling Member to purchase from such Non-Included Tag Offeree, for cash (in U.S. dollars), Tag Offered Units having a purchase price equal to the aggregate purchase price such Non-Included Tag Offeree would have received in connection with the closing of such sale by the Selling Member if such Non-Included Tag Offeree had been able to exercise its Inclusion Rights (but only to the extent of its Tag Percentage) with respect to such sale. The closing of such sale to the Selling Member shall occur concurrently with or immediately following such sale by the Selling Member.

Certain Rights of Inclusion. (a) A Member member of the Warburg Group shall not sell or otherwise Dispose effect the Disposition of Units any Series B Preferred (in one or a series of transactions) to a third party or to the Company (in either case, the “Transferee”) (excluding for such purpose Dispositions to another Member pursuant to Section 8.5 and Section 8.63.2, Dispositions subject to Section 8.8 3.7 and Dispositions in connection with a Qualified IPO or a Qualified Merger, but after giving effect to Section 8.5 and Section 8.6, to the extent applicablePublic Offering) unless the terms and conditions of such Disposition include an offer, on the same terms as the offer to the selling Member member of the Warburg Group (the “Selling MemberStockholder”), to each of the other Members (other than the Selling Member) who hold Units of the same class proposed to be Disposed of by the Selling Member (subject to the restrictions set forth in Section 8.1(d) relating to Management Members) Stockholders (the “Tag Offerees”), to include at the option of each Tag Offeree, in the sale or other Disposition to the third partyTransferee, a number of shares of such Series B Preferred owned by each Tag Offered Units Offeree determined in accordance with this Section 8.73.6. (b) The Selling Member Stockholder shall cause the third party Transferee’s offer to be reduced to writing (which writing shall include an offer to purchase or otherwise acquire Tag Offered Units shares of such Series B Preferred from the Tag Offerees as required by this Section 8.7 3.6 and a time and place designated for the closing of such purchase, which time shall not be less than 20 days after delivery of such notice and no more than 60 days after such delivery date) and shall send written notice of such third party Transferee’s offer (the “Inclusion Notice”) to each of the Tag Offerees in the manner specified in Article XISection 6.1 hereof. (c) Subject to the provisions of Section 8.7(a) and Section 8.7(e3.6(a), each Tag Offeree shall have the right (an “Inclusion Right”), exercisable by delivery of notice to the Selling Member Stockholder at any time within 10 calendar days after receipt of the Inclusion Notice, together with the Selling MemberStockholder, to sell pursuant to such third party Transferee’s offer, and upon the terms and conditions set forth in the Inclusion Notice, that number of Tag Offered Units shares of Series B Preferred requested to be included by such Tag Offeree; provided, however, that if the proposed third party transferee Transferee is unwilling to purchase all of the Tag Offered Units Series B Preferred requested to be sold by all exercising Tag Offerees together with the Selling MemberStockholder, then each Tag Offeree shall have the right to sell pursuant to such third party Transferee’s offer, and upon the terms and conditions set forth in the Inclusion Notice, a number of such Tag Offeree’s Tag Offered Units equal to such Tag Offeree’s Tag Percentage Table of each class, series and type of Tag Offered Units proposed to be transferred pursuant to this Section 8.7 as provided in the next succeeding sentence. If any Tag Offeree has exercised its Inclusion Rights and the proposed third party transferee is unwilling to purchase all of the Tag Offered Units proposed to be transferred by the Selling Member and all exercising Tag Offerees (determined in accordance with the first sentence of this Section 8.7(c)), then the Selling Member and each exercising Tag Offeree shall reduce, on a pro rata basis with respect to each series, class and type of such Tag Offered Units, based on their respective Tag Percentages of each such class, series and type of such Tag Offered Units, the amount of such Tag Offered Units that each otherwise would have sold so as to permit the Selling Member and each exercising Tag Offeree to sell the amount of Tag Offered Units (determined in accordance with such Tag Percentages) that the proposed third party transferee is willing to purchase. (d) The Tag Offerees and the Selling Member shall sell to the proposed transferee all, or at the option of the proposed transferee, any part of the Tag Offered Units proposed to be transferred by them, at not less than the price and upon the terms and conditions, if any, not more favorable, individually and in the aggregate, to the proposed transferee than those in the Inclusion Notice at the time and place provided for the closing in the Inclusion Notice, or at such other time and place as the Tag Offerees, the Selling Member, and the proposed transferee shall agree. The proposed consideration being offered with respect to the Tag Offered Units being transferred by the Selling Member and all exercising Tag Offerees (determined in accordance with Section 8.7(c)) shall be allocated among the classes and series of such Tag Offered Units as if such consideration was distributed by the Company to the Selling Member and the exercising Tag Offerees pursuant to the rights and preferences set forth in Section 6.1(b) (without giving any effect to Section 6.1(c)). (e) If the proposed third party transferee of Membership Interests proposed to be transferred by a Selling Member is unwilling to purchase any Membership Interests from a Tag Offeree even after any pro rata reduction pursuant to the last sentence of Section 8.7(c) (a “Non-Included Tag Offeree”), such Non-Included Tag Offeree may elect to require such Selling Member to purchase from such Non-Included Tag Offeree, for cash (in U.S. dollars), Tag Offered Units having a purchase price equal to the aggregate purchase price such Non-Included Tag Offeree would have received in connection with the closing of such sale by the Selling Member if such Non-Included Tag Offeree had been able to exercise its Inclusion Rights (but only to the extent of its Tag Percentage) with respect to such sale. The closing of such sale to the Selling Member shall occur concurrently with or immediately following such sale by the Selling Member.Contents