Common use of Co-Sale (Tag-Along) Rights Clause in Contracts

Co-Sale (Tag-Along) Rights. (a) The remaining provisions of this Section 4 shall not apply to a Permitted Transfer. (b) If any Partner (the “Co-Sale Seller”) desires to Transfer all or a portion of its GP Units that is equal to or greater than 20% of the GP Units held by such Co-Sale Partner (the “Proposed Co-Sale Transfer”), then such Co-Sale Seller shall offer (the “Co-Sale Offer”) to include in the Proposed Co-Sale Transfer the GP Units owned and designated by any other Partner on the same terms as the Co-Sale Seller, in each case, according to the remaining terms of this Section 4. (c) The Co-Sale Seller shall give written notice to each other Partner (the “Co-Sale Notice”) at least 20 Business Days prior to the scheduled closing of the Proposed Co-Sale Transfer or, if earlier, on the date any applicable purchase agreement is signed. The Co-Sale Notice shall specify the proposed transferee (the “Co-Sale Buyer”), the GP Units proposed to be Transferred as part of the Proposed Co-Sale Transfer, the amount and type of consideration to be received therefor and the place and date on which the Transfer is to be consummated and shall include a complete and accurate copy of the applicable purchase agreement. (d) If a Partner (a “Co-Sale Electing Partner”) wishes to accept the Co-Sale Offer and participate in the Proposed Co-Sale Transfer, such Co-Sale Electing Partner must notify the Co-Sale Seller no later than ten Business Days following the date the Co-Sale Seller gives the Co-Sale Notice. Each Co-Sale Electing Partner may, unless otherwise agreed by each other Co-Sale Electing Partner and the Co-Sale Seller, elect to Transfer to the Co-Sale Buyer a portion of such Co-Sale Electing Partner’s GP Units up to an amount equal to the product of (i) the aggregate number of GP Units that the Co-Sale Buyer desires to purchase, multiplied by (ii) a fraction, the numerator of which shall be the number of GP Units held by such Co-Sale Electing Partner and the denominator of which shall be the aggregate number of GP Units held by all of the Co-Sale Electing Partners and the Co-Sale Seller. The number of GP Units that may be sold by the Co-Sale Seller to the Co-Sale Buyer shall be reduced by the aggregate number of GP Units that the Co-Sale Electing Partners elect to Transfer hereunder. Each Co-Sale Electing Partner shall participate in the Proposed Co-Sale Transfer upon the same terms and conditions as the Co-Sale Seller. The closing date of the Proposed Co-Sale Transfer will be the date specified in the Co-Sale Notice. Notwithstanding the foregoing, such closing date shall be delayed, to the extent required, to obtain any necessary governmental approvals, waivers and consents required for the closing (including any approvals under the HSR Act); provided, that if such approval, waiver or consent is required by any Co-Sale Electing Partner to consummate such closing and such approval, waiver or consent is not obtained within 40 Business Days after the closing date set forth in the Co-Sale Notice, then such Co-Sale Electing Partner shall be deemed to have rejected the offer to participate in the Proposed Co-Sale Transfer and such Co-Sale Electing Partner shall not be deemed to have breached any obligation to participate in such Proposed Co-Sale Transfer.

Co-Sale (Tag-Along) Rights. (a) The remaining provisions of this Section 4 shall not apply to (i) an Involuntary Transfer, (ii) a Transfer pursuant to a Sale of the Company Transaction under Section 5, (iii) a Transfer pursuant to a Merger Transaction under Section 6, (iv) a Transfer in a Public Offering, (v) a Permitted Transfer, (vi) a Transfer that is not a Deemed 4(c) Transfer (as defined below) or (vii) the Transfer of any Common Stock Equivalents held as of the date of this Agreement by the Persons listed on Schedule 4 hereto. (b) If any Partner Securityholder (such Person being referred to herein as a “Transferor”) proposes to Transfer Common Stock Equivalents and the rights of first refusal granted in Section 3 with respect to such Securities has not been exercised in a manner that fully subscribes for all of the Sale Securities, then each Securityholder (other than the Transferor) that is an Eligible Investor (each, a “Co-Sale SellerParty”) desires shall have the right to Transfer all or a portion participate in such Transfer, on the terms set forth in the remaining provisions of its GP Units that is equal to or greater than 20% of the GP Units held by this Section 4, even if such Co-Sale Partner Party did not exercise a purchase right (the “Proposed Co-Sale if any) under Section 3 with respect to such Transfer”), then such Co-Sale Seller shall offer (the “Co-Sale Offer”) to include in the Proposed Co-Sale Transfer the GP Units owned and designated by any other Partner on the same terms as the Co-Sale Seller, in each case, according to the remaining terms of this Section 4. (c) The Transferor shall give each Co-Sale Seller Party the Disposition Notice (the “Transferor’s Notice”). If the Acquisition Proposal referenced in the Disposition Notice contemplates the purchase of (i) any shares of Common Stock or (ii) any shares of Series B Preferred Stock at a price per share of Series B Preferred Stock in excess of the Series B Preference Amount (determined as of the date the Transferor received the Acquisition Proposal), then the Transfer contemplated by the Acquisition Proposal shall be deemed to be a Transfer solely of shares of Common Stock (a “Deemed 4(c) Transfer”) for purposes of applying the remaining provisions of this Section 4(c). In connection with a Deemed 4(c) Transfer, each share of Series B Preferred Stock shall be treated on an “as-if” converted basis as if it had converted to Common Stock on the date the Transferor received the Acquisition Proposal in accordance with the Series B Certificate of Designations and the price per share of Common Stock in the Acquisition Proposal shall be deemed to be the total consideration set forth in the Acquisition Proposal divided by the total number of shares of Common Stock (treating the Series B Preferred Stock on an “as-if” converted basis for the purpose of determining the number of shares of Common Stock proposed to be acquired pursuant to the Acquisition Proposal) (the “Implied Common Share Value”). In connection with a Deemed 4(c) Transfer, the Transferor shall give written notice each Co-Sale Party the option to each (A) include such number of Securities (as limited by the last sentence of this paragraph) in the proposed Transfer as such Co-Sale Party requests in its Co-Sale Notice (as defined below) or (B) sell such number of Securities (as limited by the last sentence of this paragraph) directly to the Transferor for a price per share of Common Stock (including Common Stock deemed to be outstanding by treating the Series B Preferred Stock on an “as-if” converted basis) equal to the Implied Common Share Value, and pursuant to the other Partner terms as specified in the Disposition Notice included in the Transferor’s Notice. Each Co-Sale Party who wishes to transfer Securities in the proposed Transfer described in the Transferor’s Notice or in the sale to the Transferor directly in accordance with the terms of this Section 4 shall notify the Transferor (the “Co-Sale Notice”) at least 20 not more than 10 Business Days prior to the scheduled closing after its receipt of the Proposed Transferor’s Notice and shall indicate if it has elected to sell such Securities in accordance with clause (i) or (ii) of this Section 4(c). The Transferor’s obligation to purchase any Securities from a Co-Sale Transfer or, if earlier, on the date Party or cause any applicable purchase agreement is signed. The Co-Sale Notice shall specify the proposed transferee (the “Co-Sale Buyer”), the GP Units proposed purchaser to be Transferred as part of the Proposed Co-Sale Transfer, the amount and type of consideration to be received therefor and the place and date on which the Transfer is to be consummated and shall include a complete and accurate copy of the applicable purchase agreement. (d) If a Partner (a “Co-Sale Electing Partner”) wishes to accept the Co-Sale Offer and participate in the Proposed Co-Sale Transfer, buy Securities from such Co-Sale Electing Partner must notify Party shall be conditioned upon the Co-Sale Seller no later than ten Business Days following closing of the date the Co-Sale Seller gives the Co-Sale Notice. Each Co-Sale Electing Partner may, unless otherwise agreed by each other Co-Sale Electing Partner and the Co-Sale Seller, elect to Transferor’s Transfer of Securities pursuant to the Co-Sale Buyer a portion transaction contemplated in the Transferor’s Notice with the proposed transferee named therein. The number of Securities designated by any such Co-Sale Electing Partner’s GP Units up to an amount equal Party shall not exceed the product (rounded to the product nearest whole share) of (iI) the aggregate total number of GP Units that shares of Common Stock proposed to be acquired in the Co-Sale Buyer desires to purchase, Acquisition Proposal (treating any Series B Preferred Stock on an as if converted basis) multiplied by (iiII) a fraction, the numerator of which shall be equals the number of GP Units shares of Common Stock (treating any Series B Preferred Stock on an as if converted basis) owned by such Co-Sale Party and the denominator of which equals the number of shares of Common Stock (treating any Series B Preferred Stock on an as if converted basis) owned by the Transferor and all of the Co-Sale Parties who elect to participate in the Deemed 4(c) Transfer. If any Co-Sale Party elects the option in clause (i) of this Section 4(c), the Transferor shall reduce to the extent necessary the number of Securities it otherwise would have sold in the proposed sale so as to permit each Co-Sale Party to sell the number of Securities that they are entitled to sell under this Section 4, and the Transferor and each Co-Sale Party shall sell the number of Securities determined by the preceding provisions of this Section 4 to the proposed transferee in accordance with the Transferor’s Notice. If any Co-Sale Party elects the option in clause (ii) of this Section 4(c), the Transferor shall purchase from such Co-Sale Party the number of Securities such Co-Sale Party may sell pursuant to Section 4(c) for the same per share price (minus the additional consideration, if any, such as an exercise price, payable upon exercise, conversion or exchange of Common Stock Equivalents that are not Common Stock into Common Stock) and otherwise on the same terms as set forth in the Transferor’s Notice. The Transferor shall not sell any Securities to any proposed transferee unless the proposed transferee purchases the Securities from the Co-Sale Parties who elect the option in clause (i) of this Section 4(c). If any Co-Sale Party elects to sell Securities pursuant to clause (i) of this Section 4(c) that are not the same type or class of Securities proposed to be acquired pursuant to the Acquisition Proposal, then the Transferor shall require the proposed transferee to purchase such other type or class of Securities held by such Co-Sale Electing Partner and Party but the denominator of which shall be the aggregate number of GP Units held by all of the Co-Sale Electing Partners and the Co-Sale Seller. The number of GP Units that may be sold by the Co-Sale Seller to the Co-Sale Buyer consideration per share shall be reduced by the aggregate number additional consideration, if any, such as an exercise price, payable upon exercise, conversion or exchange of GP Units any Common Stock Equivalents that are not Common Stock into Common Stock. For example, if the Transferor notifies the Co-Sale Electing Partners elect Parties that it proposes to Transfer hereunder. Each Co-Sale Electing Partner shall participate in the Proposed Co-Sale Transfer upon the same terms and conditions as sell Common Stock, the Co-Sale SellerParty that holds any warrants exercisable into Common Stock may elect, pursuant to the other procedures in this Section 4, to participate in such sale by selling all or a portion of such warrants to the proposed transferee. The closing date of the Proposed Co-Sale Transfer will be the date specified in In such case, the Co-Sale Notice. Notwithstanding Party may sell such warrants to the foregoing, proposed transferee except that the consideration per share of Common Stock underlying such closing date warrants shall be delayedreduced by the exercise price payable upon exercise of such warrants. (d) In connection with any Transfer under this Section 4, to the extent required, to obtain any necessary governmental approvals, waivers and consents required for the closing (including any approvals under the HSR Act); provided, that if such approval, waiver or consent is required by any each Co-Sale Electing Partner to consummate such closing and such approval, waiver or consent is not obtained within 40 Business Days after Party shall be bound by the closing date terms set forth in the Co-Sale Notice, then Disposition Notice and shall be required to make (i) representations and warranties that such Co-Sale Electing Partner shall be deemed to have rejected the offer to participate in the Proposed Co-Sale Transfer Party’s Securities that are being Transferred are free and clear of all liens, claims and encumbrances, (ii) representations and warranties regarding such Co-Sale Electing Partner shall not be deemed Party’s power and authority to have breached any obligation effect such Transfer, and (iii) representations, warranties and covenants pertaining to participate in such Proposed Co-Sale Transfercompliance with securities laws as the proposed Transferee may reasonably require.

Co-Sale (Tag-Along) Rights. (a) The remaining provisions of this Section 4 shall not apply to a Permitted Transfer. (b) If any Partner Member (the “Co-Sale SellerSeller(s)”) desires to Transfer all or Units having a portion of its GP Units that is equal to or Voting interest greater than 2050% in a single or series of the GP Units held by such Co-Sale Partner related transactions pursuant to a Bona Fide Offer (the “Proposed Co-Sale Transfer”), then such Co-Sale Seller shall offer (the “Co-Sale Offer”) to include in the Proposed Co-Sale Transfer the GP Units owned and designated by any other Partner Member on the same terms as the Co-Sale Seller, in each case, according to the remaining terms of this Section 4. (c) The Co-Sale Seller shall give written notice to each other Partner Member (the “Co-Sale Notice”) at least 20 Business Days calendar days prior to the scheduled closing of the Proposed Co-Sale Transfer or, if earlier, on the date any applicable purchase agreement is signedTransfer. The Co-Sale Notice shall specify the proposed transferee Transferee (the “Co-Sale Buyer”), the GP Units proposed to be Transferred as part of the Proposed Co-Co Sale TransferTransfer (including the Voting Interest attributable to the Units proposed to be Transferred), the amount and arid type of consideration to be received therefor and the place and date on which the Transfer is to be consummated and shall include a complete and accurate copy of the applicable purchase agreement. (d) If a Partner (a “Co-Sale Electing Partner”) consummated. Any Member that wishes to accept the Co-Sale Offer and participate in the Proposed Co-Sale Transfer, such Co-Sale Electing Partner Transfer must notify the Co-Sale Seller no later than ten Business Days prior to 12:00 pm, Houston, Texas time, 10 calendar days following the date the Co-Sale Seller gives the Co-Sale Notice. Each Member who elects to participate in such Proposed Co-Sale Transfer (each, an “Electing Partner may, unless Member”) shall have the right to include its Units in such Transfer as follows: (i) Unless unanimously agreed to otherwise agreed by each other Co-Sale Electing Partner Member and the Co-Sale Seller, elect each Electing Member shall include in such Transfer the percentage of its Units that equals the Voting Interest of the entire Units proposed to Transfer be Transferred to the Co-Sale Buyer. For example, if the Co Sale Buyer proposes to acquire Units having a portion 30% Voting Interest, each Member would have the opportunity to sell 30% of its Units in such Co-Sale Electing Partner’s GP Units up to an amount equal Transfer (subject, however, to the product other terms of (i) the aggregate number of GP Units that the Co-Sale Buyer desires to purchase, multiplied by (ii) a fraction, the numerator of which shall be the number of GP Units held by such Co-Sale Electing Partner and the denominator of which shall be the aggregate number of GP Units held by all of the Co-Sale Electing Partners and the Co-Sale Sellerthis Section 4). The number of GP Units that may be sold by the Co-Sale Seller to will reduce the Co-Sale Buyer shall be reduced by portion of the aggregate number of GP Units that the Co-Sale Electing Partners elect to Transfer hereunder. Each Co-Sale Electing Partner shall participate it includes in the Proposed Co-Sale Transfer upon to enable the same terms Electing Members to participate in such Transfer pursuant to the preceding sentence, and conditions as the Co-Sale Seller. Seller will not Transfer any of its Units to the Co-Sale Buyer unless the Co-Sale Buyer agrees to purchase Units of the other Electing Members. (ii) The closing date of on which the Proposed Co-Sale Transfer will be consummated will be the date specified in the Co-Sale Notice. Notwithstanding the foregoing, such closing date shall be delayed, to the extent required, to obtain any necessary governmental approvals, waivers and consents required for the closing (including any approvals under the HSR Act); provided, that if such approval, waiver or consent Notice unless a longer period of time is required by any Co-Sale Electing Partner to obtain, make or satisfy governmental approval or filing requirements, if any, required to consummate such closing and such approval, waiver or consent is not obtained within 40 Business Days after the closing date set forth in the Co-Sale Notice, then such Co-Sale Electing Partner shall be deemed to have rejected the offer to participate in the Proposed Co-Sale Transfer and such Co-Sale Electing Partner shall not be deemed to have breached any obligation to participate in such Proposed Co-Sale Transfer. (d) In connection with a Proposed Co-Sale Transfer, each Electing Member shall only (i) be required to represent and warrant as to customary corporate matters about itself (such as due authorization, absence of conflicts and enforceability) and as to the unencumbered title to its Units, (ii) be required to bear its pro rata share of any post-closing indemnity obligations, (iii) be subject to the same post-closing purchase price adjustments, escrow terms, offset rights and holdback terms as the Co-Sale Seller, proportionate to the Units sold by such Electing Member and (iv) be required to deliver customary transfer instruments, in each case on the same terms, provision and documents as the Co-Sale Seller.

Co-Sale (Tag-Along) Rights. (a) The remaining provisions of this Section 4 shall not apply to If a Permitted Transfer. (b) If any Partner Stockholder (the “Co-Sale SellerOfferee”) desires receives an offer to Transfer all or a portion of its GP Units that is equal any Equity Securities to or greater than 20% of the GP Units held by such Co-Sale Partner (the “Proposed Co-Sale Transfer”), then such Co-Sale Seller shall offer any Third Party (the “Co-Sale OfferOfferor”) to include in the Proposed Co-Sale Transfer the GP Units owned and designated by any other Partner on the same terms as ), the Co-Sale SellerOfferee shall, in each caseat least 30 days before such Transfer, according deliver a notice (the “Co-Sale Notice”) to the remaining terms Right Holders that sets forth substantially the same information as the First Offer in Section 5.3(a) hereof; provided, however, that such Co-Sale Notice shall indicate that the Co-Sale Offeror has been informed of the co-sale rights provided for in this Section 45.4 and has agreed to purchase Equity Securities in accordance with the terms hereof. (b) The Co-Sale Offeree shall not Transfer any Equity Securities to the Co-Sale Offeror unless the Right Holders are permitted to Transfer their respective Pro Rata Amounts of the aggregate number of Equity Securities to which the Co-Sale Offer relates. (c) The Co-Sale Seller shall give written Offeree shall, in addition to complying with the provisions of this Section 5.4, comply with the other provisions of this Section 5 (it being understood that the notice to each other Partner contemplated by Section 5.3 and the Co-Sale Notice contemplated by this Section 5.4 may be included in a single notice). (d) Within 30 days after delivery of the “Co-Sale Notice”) at least 20 Business Days prior , each Right Holder may elect to participate in the scheduled closing of the Proposed proposed Transfer by delivering to such Co-Sale Transfer orOfferee a notice (the “Tag-Along Notice”) specifying the number of Equity Securities, if earlierup to his, on her or its Pro Rata Amount (based upon the date aggregate number of Equity Securities of the Corporation outstanding at such time), with respect to which the Right Holder shall exercise his, her or its rights under this Section 5.4. For purposes of this Section 5.4, each Right Holder may aggregate his, her or its Pro Rata Amount among other Stockholders in his, her or its Group to the extent that such other Stockholders in its Group do not elect to sell their respective Pro Rata Amounts. (e) Any Equity Securities requested to be included in any applicable purchase agreement is signed. The Co-Sale Notice shall specify the proposed transferee (the “Co-Sale Buyer”), the GP Units proposed to be Transferred as part of the Proposed Co-Sale Transfer, the amount and type of consideration to be received therefor and the place and date on which the Transfer is to be consummated and shall include a complete and accurate copy of the applicable purchase agreement. (d) If a Partner (a “Co-Sale Electing Partner”) wishes to accept the Co-Sale Offer and participate in the Proposed Co-Sale Transfer, such Co-Sale Electing Partner must notify the Co-Sale Seller terms no later than ten Business Days following the date the Co-Sale Seller gives the Co-Sale Notice. Each Co-Sale Electing Partner may, unless otherwise agreed by each other Co-Sale Electing Partner and the Co-Sale Seller, elect to Transfer less favorable to the Co-Sale Buyer a portion of such Co-Sale Electing Partner’s GP Units up to an amount equal to the product of (i) the aggregate number of GP Units that the Co-Sale Buyer desires to purchase, multiplied by (ii) a fraction, the numerator of which shall be the number of GP Units held by such Co-Sale Electing Partner and the denominator of which shall be the aggregate number of GP Units held by all of the Co-Sale Electing Partners and the Co-Sale Seller. The number of GP Units that may be sold by the Co-Sale Seller to the Co-Sale Buyer shall be reduced by the aggregate number of GP Units that the Co-Sale Electing Partners elect to Transfer hereunder. Each Co-Sale Electing Partner shall participate in the Proposed Co-Sale Transfer upon the same terms and conditions as the Co-Sale Seller. The closing date of the Proposed Co-Sale Transfer will be the date specified in the Co-Sale Notice. Notwithstanding the foregoing, such closing date shall be delayed, to the extent required, to obtain any necessary governmental approvals, waivers and consents required for the closing (including any approvals under the HSR Act); provided, that if such approval, waiver or consent is required by any Co-Sale Electing Partner to consummate such closing and such approval, waiver or consent is not obtained within 40 Business Days after the closing date Transferor than those set forth in the Co-Sale Notice, then such Co-Sale Electing Partner shall be deemed to have rejected the offer to participate in the Proposed Co-Sale Transfer and such Co-Sale Electing Partner . (f) The provisions of this Section 5.4 shall not be deemed apply to have breached any obligation a Transfer pursuant to participate in such Proposed Co-Sale TransferSection 5.2(b)(ii).