Common use of Co-Sale Rights Clause in Contracts

Co-Sale Rights. The Investors may elect to participate in the contemplated Transfer by delivering written notice to Executive within 90 days after delivery of the Sale Notice to the Investors. If any of the Investors (each a "Participating Investor") have elected to participate in such Transfer, and any of the Units specified in the Sale Notice are Common Units, Executive and the Participating Investors shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Common Units equal to the product of (x) the quotient determined by dividing the percentage of Common Units owned by such Person by the aggregate percentage of Common Units owned by Executive and all Participating Investors and (y) the number of Common Units to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Common Units by Executive, and if Executive was at such time the owner of 30% of Holdings' outstanding Common Units (on a fully-diluted basis) and if one Participating Investor elects to participate and such Participating Investor owns 20% of Holdings' outstanding Common Units (on a fully-diluted basis), Executive would be entitled to sell 60 Common Units ((30% / 50%) x 100 Units) and the Participating Investor would be entitled to sell 40 Common Units ((20% / 50%) x 100 Units). If any of the Executive Units specified in the Sale Notice consist of Class C Preferred Units, Executive and the Participating Investors shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Class C Preferred Units equal to the aggregate number of Class C Preferred Units to be Transferred multiplied by a fraction, the numerator of which is the Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by such Person and the denominator of which is the aggregate Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by Executive and the Participating Investors. For example, if the Sale Notice contemplated a sale of 100 Class C Preferred Units by Executive, and if the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C Preferred Units held by Executive was at such time $1,080,000, and if one Participating Investor elects to participate and the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C Preferred Units held by such Participating Investor was at such time $2,160,000, Executive would be entitled to sell 33 1/3 Class C Preferred Units ((1,080,000 / 3,240,000) x 100 Units) and the Participating Investor would be entitled to sell 66 2/3 Class C Preferred Units ((2,160,000 / 3,240,000) x 100 Units). Executive will use his best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investors in the contemplated Transfer and will not Transfer any Executive Units to the prospective transferee(s) if such transferee(s) refuse(s) to allow the participation of the Investors.

Co-Sale Rights. The Investors may elect to participate in the contemplated Transfer by delivering written notice to Executive within MCSwithin 90 days after delivery of the Sale Notice to the Investors. If any of the Investors (each a "Participating Investor") have elected to participate in such Transfer, and any of the Units specified in the Sale Notice are Common Units, Executive and MCSand the Participating Investors shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Common Units equal to the product of (x) the quotient determined by dividing the percentage of Common Units owned by such Person by the aggregate percentage of Common Units owned by Executive and MCSand all Participating Investors and (y) the number of Common Units to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Common Units by ExecutiveMCS, and if Executive MCS was at such time the owner of 30% of Holdings' outstanding Common Units (on a fully-diluted basis) and if one Participating Investor elects to participate and such Participating Investor owns 20% of Holdings' outstanding Common Units (on a fully-diluted basis), Executive MCS would be entitled to sell 60 Common Units ((30% / ¸ 50%) x 100 Units) and the Participating Investor would be entitled to sell 40 Common Units ((20% / ¸ 50%) x 100 Units). If any of the Executive Units specified in the Sale Notice consist of Class C Preferred Units, Executive MCS and the Participating Investors shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Class C Preferred Units equal to the aggregate number of Class C Preferred Units to be Transferred multiplied by a fraction, the numerator of which is the Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by such Person and the denominator of which is the aggregate Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by Executive MCS and the Participating Investors. For example, if the Sale Notice contemplated a sale of 100 Class C Preferred Units by ExecutiveMCS, and if the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C Preferred Units held by Executive MCS was at such time $1,080,000, and if one Participating Investor elects to participate and the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C Preferred Units held by such Participating Investor was at such time $2,160,000, Executive MCS would be entitled to sell 33 1/3 Class C Preferred Units ((1,080,000 / ¸ 3,240,000) x 100 Units) and the Participating Investor would be entitled to sell 66 2/3 Class C Preferred Units ((2,160,000 / ¸ 3,240,000) x 100 Units). Executive MCS will use his its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investors in the contemplated Transfer and will not Transfer any Executive Units to the prospective transferee(s) if such transferee(s) refuse(s) to allow the participation of the Investors.

Co-Sale Rights. The Investors may elect to participate in the contemplated Transfer by delivering written notice to Executive MCS within 90 days after delivery of the Sale Notice to the Investors. If any of the Investors (each a "Participating Investor") have elected to participate in such Transfer, and any of the Units specified in the Sale Notice are Common Units, Executive MCS and the Participating Investors shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Common Units equal to the product of (x) the quotient determined by dividing the percentage of Common Units owned by such Person by the aggregate percentage of Common Units owned by Executive MCS and all Participating Investors and (y) the number of Common Units to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Common Units by ExecutiveMCS, and if Executive MCS was at such time the owner of 30% of Holdings' outstanding Common Units (on a fully-diluted basis) and if one Participating Investor elects to participate and such Participating Investor owns 20% of Holdings' outstanding Common Units (on a fully-diluted basis), Executive MCS would be entitled to sell 60 Common Units ((30% / 50%) x 100 Units) and the Participating Investor would be entitled to sell 40 Common Units ((20% / 50%) x 100 Units). If any of the Executive Units specified in the Sale Notice consist of Class C Preferred Units, Executive MCS and the Participating Investors shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Class C Preferred Units equal to the aggregate number of Class C Preferred Units to be Transferred multiplied by a fraction, the numerator of which is the Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by such Person and the denominator of which is the aggregate Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by Executive MCS and the Participating Investors. For example, if the Sale Notice contemplated a sale of 100 Class C Preferred Units by ExecutiveMCS, and if the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C Preferred Units held by Executive MCS was at such time $1,080,000, and if one Participating Investor elects to participate and the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C Preferred Units held by such Participating Investor was at such time $2,160,000, Executive MCS would be entitled to sell 33 1/3 Class C Preferred Units ((1,080,000 / 3,240,000) x 100 Units) and the Participating Investor would be entitled to sell 66 2/3 Class C Preferred Units ((2,160,000 / 3,240,000) x 100 Units). Executive MCS will use his its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investors in the contemplated Transfer and will not Transfer any Executive Units to the prospective transferee(s) if such transferee(s) refuse(s) to allow the participation of the Investors.

Co-Sale Rights. In the event of a Change of Control effected by a transfer of shares of the Investor that includes the transfer of shares of Class B Common, at least 30 days prior to any such transfer (other than a Public Sale), the Investor shall deliver a written notice (the "Sale Notice") to the Company and the Executive, specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the transfer. The Investors Executive may elect to participate in the contemplated Transfer transfer of Class B Common by delivering written notice to Executive the Investor within 90 30 days after delivery of the Sale Notice to the InvestorsNotice. If any of the Investors (each a "Participating Investor") have Executive has elected to participate in such Transfertransfer, and any of the Units specified in the Sale Notice are Common Units, Executive Investor and the Participating Investors Executive shall be entitled to sell in the contemplated Transfertransfer, at the same price and on the same terms, a number of shares of Class B Common Units equal to the product of (xi) the quotient determined by dividing the percentage of shares of Class B Common Units owned by such Person person by the aggregate percentage of shares of Class B Common Units owned by the Investor and the Executive and all Participating Investors and (yii) the number of shares of Class B Common Units to be sold in the contemplated Transfertransfer. For exampleFOR EXAMPLE, if the Sale Notice contemplated a sale of 100 shares of Class B Common Units by Executivethe Investor, and if Executive was the Investor at such time the owner of 30owns 90% of Holdings' outstanding all shares of Class B Common Units (on a fully-diluted basis) and if one Participating Investor the Executive elects to participate and such Participating Investor owns 2010% of Holdings' outstanding Common Units all shares of Class B Common, the Investor would be entitled to sell 90 shares (on a fully-diluted basis), 90% + 100% X 100 shares) and the Executive would be entitled to sell 60 Common Units 10 shares ((3010% / 50%) x + 100% X 100 Units) and the Participating Investor would be entitled to sell 40 Common Units ((20% / 50%) x 100 Unitsshares). If any of the Executive Units specified in the Sale Notice consist of Class C Preferred Units, Executive and the Participating Investors The Investor shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Class C Preferred Units equal to the aggregate number of Class C Preferred Units to be Transferred multiplied by a fraction, the numerator of which is the Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by such Person and the denominator of which is the aggregate Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by Executive and the Participating Investors. For example, if the Sale Notice contemplated a sale of 100 Class C Preferred Units by Executive, and if the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C Preferred Units held by Executive was at such time $1,080,000, and if one Participating Investor elects to participate and the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C Preferred Units held by such Participating Investor was at such time $2,160,000, Executive would be entitled to sell 33 1/3 Class C Preferred Units ((1,080,000 / 3,240,000) x 100 Units) and the Participating Investor would be entitled to sell 66 2/3 Class C Preferred Units ((2,160,000 / 3,240,000) x 100 Units). Executive will use his best reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investors Executive in any contemplated transfer, and the contemplated Transfer and will Investor shall not Transfer transfer any Executive Units to of its shares of Class B Common (if such transfer would result in a Change of Control) if the prospective transferee(s) if such transferee(s) refuse(sdecline(s) to allow the participation of the InvestorsExecutive.

Co-Sale Rights. The If neither the Company nor the Investors has elected to purchase all of the Management Stock specified in the Sale Notice pursuant to Section 3.1 above, each Investor may elect to participate in the contemplated Transfer transfer by delivering written notice to Executive the Management Holder and the Company within 90 15 business days after delivery receipt by the Investor of the Sale Notice to the InvestorsNotice. If any of the Investors (each a "Participating Investor") have Investor has elected to participate in such Transfersale, and any of the Units specified in the Sale Notice are Common Units, Executive Management Holder and the Participating electing Investors shall will be entitled to sell in the contemplated Transfersale, at the same price and on the same terms, a number of shares of the Company's Common Units Stock equal to the product of (xi) the quotient determined by dividing the percentage of the Company's Common Units owned Stock (on a fully-diluted basis) held by such Person person, by the aggregate percentage of the Company's Common Units Stock (on a fully-diluted basis) owned by Executive the Management Holder and all Participating electing Investors and (yii) the number of shares of Common Units Stock to be sold in the contemplated Transfersale. For exampleExample, if the Sale Notice contemplated a sale of 100 shares of Common Units by ExecutiveStock, and if Executive the Management Holder was at such time the owner of 30% of Holdings' outstanding the Company's Common Units Stock (on a fully-diluted basis) and if one Participating Investor elects elected to participate and such Participating the Investor owns owned 20% of Holdings' outstanding the Company's Common Units Stock (on a fully-diluted basis), Executive the Management Holder would be entitled to sell 60 Common Units (shares (30% / 50%) % x 100 Unitsshares) and the Participating Investor would be entitled to sell 40 Common Units (shares (20% / 50%) % x 100 Unitsshares). If any the Management Holder is selling Preferred Stock, the calculation set forth above shall be done assuming conversion of the Executive Units specified Preferred Stock. The Investors participating in the Sale Notice consist of Class C Preferred Units, Executive and the Participating Investors shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Class C Preferred Units equal to the aggregate number of Class C Preferred Units to be Transferred multiplied by a fraction, the numerator of which is the Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by such Person and the denominator of which is the aggregate Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by Executive and the Participating Investors. For example, if the Sale Notice contemplated a sale of 100 Class C Preferred Units Stock by Executive, and if a Management Holder shall have the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C option of selling Preferred Units held by Executive was at such time $1,080,000, and if one Participating Investor elects to participate and the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C Preferred Units held by such Participating Investor was at such time $2,160,000, Executive would be entitled to sell 33 1/3 Class C Preferred Units ((1,080,000 / 3,240,000) x 100 Units) and the Participating Investor would be entitled to sell 66 2/3 Class C Preferred Units ((2,160,000 / 3,240,000) x 100 Units)Stock or Common Stock. Executive The Management Holder will use his best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investors in the contemplated Transfer transfer and will not Transfer transfer any Executive Units Management Stock to the prospective transferee(s) if such transferee(s) refuse(s) refuses to allow the participation of the Investors.

Co-Sale Rights. The Investors may elect to participate in the contemplated Transfer by delivering written notice to Executive within 90 days after delivery of the Sale Notice to the Investors. If any of the Investors (each a "Participating Investor") have elected to participate in such Transfer, and any of the Units specified in the Sale Notice are Common Units, Executive and the Participating Investors shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Common Units equal to the product of (x) the quotient determined by dividing the percentage of Common Units owned by such Person by the aggregate percentage of Common Units owned by Executive and all Participating Investors and (y) the number of Common Units to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Common Units by Executive, and if Executive was at such time the owner of 30% of Holdings' outstanding Common Units (on a fully-diluted basis) and if one Participating Investor elects to participate and such Participating Investor owns 20% of Holdings' outstanding Common Units (on a fully-diluted basis), Executive would be entitled to sell 60 Common Units ((30% / ¸ 50%) x 100 Units) and the Participating Investor would be entitled to sell 40 Common Units ((20% / ¸ 50%) x 100 Units). If any of the Executive Units specified in the Sale Notice consist of Class C Preferred Units, Executive and the Participating Investors shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Class C Preferred Units equal to the aggregate number of Class C Preferred Units to be Transferred multiplied by a fraction, the numerator of which is the Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by such Person and the denominator of which is the aggregate Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by Executive and the Participating Investors. For example, if the Sale Notice contemplated a sale of 100 Class C Preferred Units by Executive, and if the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C Preferred Units held by Executive was at such time $1,080,000, and if one Participating Investor elects to participate and the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C Preferred Units held by such Participating Investor was at such time $2,160,000, Executive would be entitled to sell 33 1/3 Class C Preferred Units ((1,080,000 / ¸ 3,240,000) x 100 Units) and the Participating Investor would be entitled to sell 66 2/3 Class C Preferred Units ((2,160,000 / ¸ 3,240,000) x 100 Units). Executive will use his best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investors in the contemplated Transfer and will not Transfer any Executive Units to the prospective transferee(s) if such transferee(s) refuse(s) to allow the participation of the Investors.

Co-Sale Rights. The If neither the Company nor the Investors has elected to purchase all of the Management Stock specified in the Sale Notice pursuant to Section 3.1 above, each Investor may elect to participate in the contemplated Transfer transfer by delivering written notice to Executive the Management Holder and the Company within 90 15 business days after delivery receipt by the Investor of the Sale Notice to the InvestorsNotice. If any of the Investors (each a "Participating Investor") have Investor has elected to participate in such Transfersale, and any of the Units specified in the Sale Notice are Common Units, Executive Management Holder and the Participating electing Investors shall will be entitled to sell in the contemplated Transfersale, at the same price and on the same terms, a number of shares of the Company's Common Units Stock equal to the product of (xi) the quotient determined by dividing the percentage of the Company's Common Units owned Stock (on a fully-diluted basis) held by such Person person, by the aggregate percentage of the Company's Common Units Stock (on a fully- diluted basis) owned by Executive the Management Holder and all Participating electing Investors and (yii) the number of shares of Common Units Stock to be sold in the contemplated Transfersale. For exampleExample, if the Sale Notice contemplated a sale of 100 shares of Common Units by ExecutiveStock, and if Executive the Management Holder was at such time the owner of 30% of Holdings' outstanding the Company's Common Units Stock (on a fully-diluted basis) and if one Participating Investor elects elected to participate and such Participating the Investor owns owned 20% of Holdings' outstanding the Company's Common Units Stock (on a fully-diluted basis), Executive the Management Holder would be entitled to sell 60 Common Units (shares (30% / 50%) % x 100 Unitsshares) and the Participating Investor would be entitled to sell 40 Common Units (shares (20% / 50%) % x 100 Unitsshares). If any the Management Holder is selling Preferred Stock, the calculation set forth above shall be done assuming conversion of the Executive Units specified Preferred Stock. The Investors participating in the Sale Notice consist of Class C Preferred Units, Executive and the Participating Investors shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Class C Preferred Units equal to the aggregate number of Class C Preferred Units to be Transferred multiplied by a fraction, the numerator of which is the Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by such Person and the denominator of which is the aggregate Class C Unreturned Capital plus the Class C Unpaid Yield of all Class C Preferred Units held by Executive and the Participating Investors. For example, if the Sale Notice contemplated a sale of 100 Class C Preferred Units Stock by Executive, and if a Management Holder shall have the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C option of selling Preferred Units held by Executive was at such time $1,080,000, and if one Participating Investor elects to participate and the Class C Unreturned Capital plus the Class C Unpaid Yield on all Class C Preferred Units held by such Participating Investor was at such time $2,160,000, Executive would be entitled to sell 33 1/3 Class C Preferred Units ((1,080,000 / 3,240,000) x 100 Units) and the Participating Investor would be entitled to sell 66 2/3 Class C Preferred Units ((2,160,000 / 3,240,000) x 100 Units)Stock or Common Stock. Executive The Management Holder will use his best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investors in the contemplated Transfer transfer and will not Transfer transfer any Executive Units Management Stock to the prospective transferee(s) if such transferee(s) refuse(s) refuses to allow the participation of the Investors.