Common use of Conditions to Take-Along Clause in Contracts

Conditions to Take-Along. Upon delivery of a Take-Along Notice, each of the Other LLC Unitholders shall have the obligation to transfer all of such LLC Unitholder's LLC Units and Contingent LLC Units and, if applicable, such LLC Unitholder's Contingent Options pursuant to the Take-Along Offer, as such offer may be modified from time to time, provided that the Controlling Group transfers all of its LLC Units and Contingent LLC Units and, if applicable, its Contingent Options to the 100% Buyer at the Section 13.4 Closing and that all LLC Units held by the Controlling Group and the Other LLC Unitholders are sold to the 100% Buyer at the same price, and on the same terms and conditions. In the event that any such Other LLC Unitholder shall determine that the transfer of such LLC Unitholder's LLC Units, Contingent LLC Units or Contingent Options to the 100% Buyer would constitute a prohibited transaction under ERISA or the Code, such Other LLC Unitholder shall use 66 73 reasonable best efforts to structure the transfer in a manner that would not constitute a non-exempt prohibited transaction, including requesting an individual exemption from the Department of Labor with respect to such transfer and any other reasonable action. Within 10 days of receipt of the Take-Along Notice, each of the Other LLC Unitholders shall (i) deliver or cause to be delivered to the member or an Affiliate of the member of the Controlling Group designated in the Take-Along Notice (the "Custodian") certificates representing such Other LLC Unitholder's LLC Units, duly endorsed for transfer or accompanied by duly executed instruments of transfer, and/or such agreements or other instruments as shall be requested by the 100% Buyer to effect the transfer of the Contingent LLC Units, and (ii) execute and deliver to the Custodian a power of attorney and a letter of transmittal and custody agreement in favor of the Custodian, and in form and substance reasonably satisfactory to the Controlling Group, appointing the Custodian as the true and lawful attorney-in-fact and custodian for such Other LLC Unitholder, with full power of substitution, and authorizing the Custodian to execute and deliver a purchase and sale agreement substantially in the form of the Draft Sale Agreement and to take such actions as the Custodian may deem necessary or appropriate to effect the sale and transfer of the LLC Units to the 100% Buyer, upon receipt of the purchase price therefor set forth in the Take-Along Notice at the Section 13.4 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, together with all other documents delivered with such Notice and required to be executed in connection with the sale thereof pursuant to the Take-Along Offer. The Custodian shall hold such LLC Units and other documents in trust for such Other LLC Unitholder pending completion or abandonment of such sale. If, within 90 days after the Controlling Group delivers the Take-Along Notice, the Controlling Group has not completed the sale of all of the LLC Units owned by the Controlling Group and the Other LLC Unitholders to the 100% Buyer and another Take- Along Notice with respect to such Take-Along Offer has not been sent to the Other LLC Unitholders, the Custodian shall return to each Other LLC Unitholder all certificates representing the LLC Units and all other documents that such Other LLC Unitholder delivered in connection with such sale. The Controlling Group shall be permitted to send only two Take-Along Notices with respect to any one Take-Along Offer. Promptly after the Section 13.4 Closing, the Custodian shall give notice thereof to the Other LLC Unitholders, shall remit to each of the Other LLC Unitholders the total consideration for the LLC Units of such Other LLC Unitholders sold pursuant thereto, and shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by any of the Other LLC Unitholders.

Conditions to Take-Along. Upon delivery of a Take-Along Notice, each of ------------------------ the Other LLC Unitholders Purchaser shall have the obligation to transfer all of such LLC Unitholder's LLC Units and Contingent LLC Units and, if applicable, such LLC Unitholder's Contingent Options his Shares pursuant to the Take-Along Offer, as such offer the same may be modified from time to time, provided -------- that the Controlling Group C&D Fund transfers all of its LLC Units and Contingent LLC Units and, if applicable, its Contingent Options Shares to the 100% Buyer at the Section 13.4 Closing and that all LLC Units held by the Controlling Group and the Other LLC Unitholders are sold to the 100% Buyer at the same price, and on the same terms and conditions. In the event that any such Other LLC Unitholder shall determine that the transfer of such LLC Unitholder's LLC Units, Contingent LLC Units or Contingent Options to the 100% Buyer would constitute a prohibited transaction under ERISA or the Code, such Other LLC Unitholder shall use 66 73 reasonable best efforts to structure the transfer in a manner that would not constitute a non-exempt prohibited transaction, including requesting an individual exemption from the Department of Labor with respect to such transfer and any other reasonable action5 Closing. Within 10 days of receipt of the Take-Along Notice, each of the Other LLC Unitholders Purchaser shall (i) deliver or cause to be delivered to the member or an Affiliate of the member of the Controlling Group designated in the Take-Along Notice (the "Custodian") certificates representing such Other LLC Unitholder's LLC Units, duly endorsed for transfer or accompanied by duly executed instruments of transfer, and/or such agreements or other instruments as shall be requested by the 100% Buyer to effect the transfer of the Contingent LLC Units, and (ii) execute and deliver to the Custodian C&D Fund a power of attorney and a letter of - transmittal and custody agreement in favor of the Custodianof, and in form and substance reasonably satisfactory to to, the Controlling GroupC&D Fund, appointing constituting the Custodian as C&D Fund, Xxxxxxx, Dubilier & Rice, Inc. ("CD&R") or one or more of their respective affiliates designated by ---- the C&D Fund (the "Custodian"), the true and lawful attorney-in-fact and --------- custodian for such Other LLC Unitholderthe Purchaser, with full power of substitution, and authorizing the Custodian to execute and deliver a purchase and sale agreement substantially in the form of the Draft Sale Agreement and to take such actions as the Custodian may deem necessary or appropriate to effect the sale and transfer of the LLC Units Shares to the 100% Buyer, upon receipt of the purchase price therefor set forth in the Take-Along Notice at the Section 13.4 5 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, together with all and to take such other documents delivered with such Notice and required to action as may be executed in connection with the sale thereof pursuant to the Take-Along Offer. The Custodian shall hold such LLC Units and other documents in trust for such Other LLC Unitholder pending completion necessary or abandonment of such sale. If, within 90 days after the Controlling Group delivers the Take-Along Notice, the Controlling Group has not completed the sale of all of the LLC Units owned by the Controlling Group and the Other LLC Unitholders to the 100% Buyer and another Take- Along Notice with respect to such Take-Along Offer has not been sent to the Other LLC Unitholders, the Custodian shall return to each Other LLC Unitholder all certificates representing the LLC Units and all other documents that such Other LLC Unitholder delivered appropriate in connection with such sale. The Controlling Group shall be permitted to send only two Take-Along Notices with respect , including consenting to any one Take-Along Offer. Promptly after the Section 13.4 Closingamendments, the Custodian shall give notice thereof waivers, modifications or supplements to the Other LLC Unitholders, shall remit to each terms of the Other LLC Unitholders sale (provided that the total consideration for the LLC Units of such Other LLC Unitholders sold pursuant theretoC&D -------- Fund also so consents, and shall furnish such other evidence sells and transfers its shares of Common Stock on the completion same terms as so amended, waived, modified or supplemented) and time of completion of such sale and (ii) deliver to -- the terms thereof as may reasonably be requested by any of C&D Fund certificates representing the Other LLC UnitholdersShares, together with all necessary duly executed stock powers.

Conditions to Take-Along. Upon delivery of a Take-Along Notice, each of ------------------------ the Other LLC Unitholders Employee shall have the obligation to transfer all a number of such LLC Unitholder's LLC Units and Contingent LLC Units and, if applicable, such LLC Unitholder's Contingent Options his Shares equal to the Sale Percentage multiplied by the number of Shares then held by the Employee pursuant to the Take-Along Offer, as such offer may be modified from time to time, provided that the Controlling Group Fund transfers all the Sale Percentage of its LLC Units and Contingent LLC Units and, if applicable, its Contingent Options shares -------- of Common Stock to the 100% Take-Along Buyer at the Section 13.4 4 Closing and that all LLC Units held shares of Common Stock sold by the Controlling Group Fund and the Other LLC Unitholders Employee to be sold pursuant to the Take-Along Sale are sold to the 100% Take-Along Buyer at the same price, and on the same terms and conditions. In the event that any such Other LLC Unitholder shall determine , and provided further that the transfer Employee shall only -------- ------- be required to make, in connection with a Take-Along Sale, representations and warranties that survive the closing of such LLC Unitholder's LLC Units, Contingent LLC Units or Contingent Options to the 100% Buyer would constitute a prohibited transaction under ERISA or the Code, such Other LLC Unitholder shall use 66 73 reasonable best efforts to structure the transfer in a manner that would not constitute a non-exempt prohibited transaction, including requesting an individual exemption from the Department of Labor Sale with respect to his authority, his title to his Shares, certain conflicts, approvals and litigation relating to him, and shall not be required to make any representations or warranties with respect to the Company or its business that survive that Closing of such transfer and Sale or with respect to any other reasonable actionemployee. Within 10 days of receipt of five Business Days prior to the closing contemplated by the Take-Along Notice, each of the Other LLC Unitholders Employee shall (i) deliver or cause to the Fund certificates representing the Shares to be delivered sold pursuant to the member or an Affiliate of the member of the Controlling Group designated in the Take-Along Notice (the "Custodian") certificates representing such Other LLC Unitholder's LLC UnitsSale, duly endorsed for transfer or accompanied by duly executed instruments of transfer, and/or such agreements or other instruments as shall be requested by the 100% Buyer to effect the transfer of the Contingent LLC Unitsstock powers, and (ii) execute exe cute and deliver to the Custodian Fund a power of attorney and a letter of transmittal and custody agreement in favor of the Custodian, Fund and in form and substance reasonably satisfactory to the Controlling Group, Fund appointing the Custodian Fund as the true and lawful attorney-in-fact and custodian for such Other LLC Unitholderthe Employee, with full power of substitution, and authorizing the Custodian Fund to execute and deliver a purchase and sale agreement substantially in the form of the Draft Sale Agreement and otherwise in accordance with the terms of this Section 4(b) and to take such actions as the Custodian Fund may reasonably deem necessary or appropriate to effect the sale and transfer of the LLC Units Shares to the 100% Take-Along Buyer, upon receipt of the purchase price therefor set forth in the Take-Along Notice at the Section 13.4 4 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, together with all other documents delivered with such Notice and required to be executed in connection with the sale thereof pursuant to the Take-Along Offer. The Custodian Fund shall hold such LLC Units shares and other documents in trust for such Other LLC Unitholder pending completion or abandonment the Employee for release against payment to the Employee of such saleEmployee's net proceeds in accordance with the contemplated transaction. If, within 90 15 days after delivery to the Controlling Group delivers the Take-Along NoticeFund, the Controlling Group Fund has not completed the sale of all of the LLC Units shares of Common Stock owned by the Controlling Group Fund and the Other LLC Unitholders Employee to the 100% Take-Along Buyer and another Take- Take-Along Notice with respect to such Take-Along Offer has not been sent to the Other LLC UnitholdersEmployee, the Custodian Fund shall return to each Other LLC Unitholder the Employee all certificates representing the LLC Units Shares and all other documents that such Other LLC Unitholder the Employee delivered in connection with such sale. The Controlling Group Fund shall be permitted to send only two Take-Along Notices with respect to any one Take-Along Offer. Promptly after the Section 13.4 4 Closing, the Custodian shall give notice thereof to the Other LLC Unitholders, shall remit to each of the Other LLC Unitholders the total consideration for the LLC Units of such Other LLC Unitholders sold pursuant thereto, and Fund shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by any of the Other LLC UnitholdersEmployee.

Conditions to Take-Along. Upon delivery of a Take-Along Notice, each of ------------------------ the Other LLC Unitholders Employee shall have the obligation to transfer all a number of such LLC Unitholder's LLC Units and Contingent LLC Units and, if applicable, such LLC Unitholder's Contingent Options his Shares equal to the Sale Percentage multiplied by the number of Shares then held by the Employee pursuant to the Take-Along Offer, as such offer may be modified from time to time, provided that the Controlling Group Fund transfers all the Sale Percentage of its LLC Units and Contingent LLC Units and, if applicable, its Contingent Options shares -------- of Common Stock to the 100% Take-Along Buyer at the Section 13.4 4 Closing and that all LLC Units held shares of Common Stock sold by the Controlling Group Fund and the Other LLC Unitholders Employee to be sold pursuant to the Take-Along Sale are sold to the 100% Take-Along Buyer at the same price, and on the same terms and conditions. In the event that any such Other LLC Unitholder shall determine , and provided further that the transfer Employee shall only -------- ------- be required to make, in connection with a Take-Along Sale, representations and warranties that survive the closing of such LLC Unitholder's LLC Units, Contingent LLC Units or Contingent Options to the 100% Buyer would constitute a prohibited transaction under ERISA or the Code, such Other LLC Unitholder shall use 66 73 reasonable best efforts to structure the transfer in a manner that would not constitute a non-exempt prohibited transaction, including requesting an individual exemption from the Department of Labor Sale with respect to his authority, his title to his Shares, certain conflicts, approvals and litigation relating to him, and shall not be required to make any representations or warranties with respect to the Company or its business that survive that Closing of such transfer and Sale or with respect to any other reasonable actionemployee. Within 10 days of receipt of five Business Days prior to the closing contemplated by the Take-Along Notice, each of the Other LLC Unitholders Employee shall (i) deliver or cause to - the Fund certificates representing the Shares to be delivered sold pursuant to the member or an Affiliate of the member of the Controlling Group designated in the Take-Take- Along Notice (the "Custodian") certificates representing such Other LLC Unitholder's LLC UnitsSale, duly endorsed for transfer or accompanied by duly executed instruments of transfer, and/or such agreements or other instruments as shall be requested by the 100% Buyer to effect the transfer of the Contingent LLC Unitsstock powers, and (ii) execute and deliver to the Custodian Fund a power of attorney and a -- letter of transmittal and custody agreement in favor of the Custodian, Fund and in form and substance reasonably satisfactory to the Controlling Group, Fund appointing the Custodian Fund as the true and lawful attorney-in-fact and custodian for such Other LLC Unitholderthe Employee, with full power of substitution, and authorizing the Custodian Fund to execute and deliver a purchase and sale agreement substantially in the form of the Draft Sale Agreement and otherwise in accordance with the terms of this Section 4(b) and to take such actions as the Custodian Fund may reasonably deem necessary or appropriate to effect the sale and transfer of the LLC Units Shares to the 100% Take-Along Buyer, upon receipt of the purchase price therefor set forth in the Take-Along Notice at the Section 13.4 4 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, together with all other documents delivered with such Notice and required to be executed in connection with the sale thereof pursuant to the Take-Along Offer. The Custodian Fund shall hold such LLC Units shares and other documents in trust for such Other LLC Unitholder pending completion or abandonment the Employee for release against payment to the Employee of such saleEmployee's net proceeds in accordance with the contemplated transaction. If, within 90 15 days after delivery to the Controlling Group delivers the Take-Along NoticeFund, the Controlling Group Fund has not completed the sale of all of the LLC Units shares of Common Stock owned by the Controlling Group Fund and the Other LLC Unitholders Employee to the 100% Take-Along Buyer and another Take- Take-Along Notice with respect to such Take-Along Offer has not been sent to the Other LLC UnitholdersEmployee, the Custodian Fund shall return to each Other LLC Unitholder the Employee all certificates representing the LLC Units Shares and all other documents that such Other LLC Unitholder the Employee delivered in connection with such sale. The Controlling Group Fund shall be permitted to send only two Take-Along Notices with respect to any one Take-Along Offer. Promptly after the Section 13.4 4 Closing, the Custodian shall give notice thereof to the Other LLC Unitholders, shall remit to each of the Other LLC Unitholders the total consideration for the LLC Units of such Other LLC Unitholders sold pursuant thereto, and Fund shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by any of the Other LLC UnitholdersEmployee.

Conditions to Take-Along. Upon delivery of a Take-Along Notice, each of the Other LLC Unitholders Take-Along Holders shall have the obligation to transfer all a pro rata portion of such LLC Unitholder's LLC Units and Contingent LLC Units and, if applicable, such LLC Unitholder's Contingent Options the outstanding capital stock of the Company held by the Take-Along Holders (including their Registrable Securities) pursuant to the Take-Along Offer, as such offer the same may be modified from time to time, provided that the Controlling Group Selling Holder transfers all the same pro rata portion of the outstanding capital stock of the Company held by the Selling Holder (including its LLC Units and Contingent LLC Units and, if applicable, its Contingent Options Registrable Securities) to the 100% Buyer at the Section 13.4 Closing and that all LLC Units held by the Controlling Group and the Other LLC Unitholders are sold to the 100% Buyer at the same price, and on the same terms and conditions. In the event that any such Other LLC Unitholder shall determine that the transfer of such LLC Unitholder's LLC Units, Contingent LLC Units or Contingent Options to the 100% Buyer would constitute a prohibited transaction under ERISA or the Code, such Other LLC Unitholder shall use 66 73 reasonable best efforts to structure the transfer in a manner that would not constitute a non-exempt prohibited transaction, including requesting an individual exemption from the Department of Labor with respect to such transfer and any other reasonable action5 Closing. Within 10 days of receipt of the Take-Along Notice, each of the Other LLC Unitholders shall (i) deliver or cause to be delivered to the member or an Affiliate of the member of the Controlling Group designated in the Take-Along Notice Holders shall (the "Custodian") certificates representing such Other LLC Unitholder's LLC Units, duly endorsed for transfer or accompanied by duly executed instruments of transfer, and/or such agreements or other instruments as shall be requested by the 100% Buyer to effect the transfer of the Contingent LLC Units, and (iia) execute and deliver to the Custodian Selling Holder a power of attorney and a letter of transmittal and custody agreement in favor of the Custodianof, and in form and substance reasonably satisfactory to to, the Controlling GroupSelling Holder constituting (i) the BRS Fund, appointing Bruckmann, Xxxxxx, Xxxxxxxx & Co., L.L.C. or one or more of their respective affiliates designated by the Custodian as BRS Fund, where the Selling Holder is the BRS Fund and/or any of its Affiliate Transferees or Fund Distributees, or (ii) another Person nominated by the Selling Holder, where the Selling Holder is composed of holders of a majority of the then outstanding Registrable Securities (the "Custodian"), the true and lawful attorney-in-fact and custodian for such Other LLC UnitholderTake-Along Holder, with full power of substitution, and authorizing the Custodian to execute and deliver a purchase and sale agreement substantially in the form of the Draft Sale Agreement and to take such actions as the Custodian may deem necessary or appropriate to effect the sale and transfer Sale of the LLC Units Company to the 100% Buyer, upon receipt of the purchase price therefor set forth in the Take-Along Notice at the Section 13.4 5 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, together with all and to take such other documents delivered with such Notice and required to action as may be executed in connection with the sale thereof pursuant to the Take-Along Offer. The Custodian shall hold such LLC Units and other documents in trust for such Other LLC Unitholder pending completion necessary or abandonment of such sale. If, within 90 days after the Controlling Group delivers the Take-Along Notice, the Controlling Group has not completed the sale of all of the LLC Units owned by the Controlling Group and the Other LLC Unitholders to the 100% Buyer and another Take- Along Notice with respect to such Take-Along Offer has not been sent to the Other LLC Unitholders, the Custodian shall return to each Other LLC Unitholder all certificates representing the LLC Units and all other documents that such Other LLC Unitholder delivered appropriate in connection with such sale, including consenting to any amendments, waivers, modifications or supplements to the terms of the sale (provided that the Selling Holder also so consents, and sells and transfers its Registrable Securities on the same terms as so amended, waived, modified or supplemented), (b) deliver to the Selling Holder certificates representing shares of capital stock of the Company (including Registrable Securities), together with all necessary duly executed stock powers and (c) shall raise no objection to such sale or the process pursuant to which the sale was conducted. The Controlling Group shall be permitted to send only two Each Take-Along Notices Holder will take all other necessary actions in connection with respect to the consummation of the Sale of the Company, including without limitation, executing any one applicable purchase agreement and exercising any outstanding options held by such Take-Along Offer. Promptly after Holder, provided that such Take-Along Holder is required to participate in such Sale of Company only on the Section 13.4 Closing, same terms and conditions as the Custodian shall give notice thereof to the Other LLC Unitholders, shall remit to each of the Other LLC Unitholders the total consideration for the LLC Units of such Other LLC Unitholders sold pursuant thereto, and shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by any of the Other LLC UnitholdersSelling Holder.

Conditions to Take-Along. Upon Subject to Section 4.2(c), each Investor (other than Cypress and its Affiliates) shall, upon delivery of a Take-Along Notice, each of the Other LLC Unitholders shall have the obligation to transfer all of such LLC UnitholderInvestor's LLC Units and Contingent LLC Units and, if applicable, such LLC Unitholder's Contingent Options shares of Registrable Securities pursuant to the Take-Along Offer, as such offer the same may be modified from time to time, provided that the Controlling Group transfers Cypress and its Affiliates transfer all of its LLC Units and Contingent LLC Units and, if applicable, its Contingent Options their shares of Registrable Securities to the 100% Buyer at the Section 13.4 Closing and that all LLC Units held by the Controlling Group and the Other LLC Unitholders are sold to the 100% Buyer at the same price, and on the same terms and conditions. In the event that any such Other LLC Unitholder shall determine that the transfer of such LLC Unitholder's LLC Units, Contingent LLC Units or Contingent Options to the 100% Buyer would constitute a prohibited transaction under ERISA or the Code, such Other LLC Unitholder shall use 66 73 reasonable best efforts to structure the transfer in a manner that would not constitute a nonTake-exempt prohibited transaction, including requesting an individual exemption from the Department of Labor with respect to such transfer and any other reasonable actionAlong Closing. Within 10 business days of receipt of the Take-Along Notice, each of the Other LLC Unitholders Investor (other than Cypress and its Affiliates) shall (i) deliver or cause to be delivered to the member or an Affiliate of the member of the Controlling Group designated in the Take-Along Notice (the "Custodian") certificates representing such Other LLC Unitholder's LLC Units, duly endorsed for transfer or accompanied by duly executed instruments of transfer, and/or such agreements or other instruments as shall be requested by the 100% Buyer to effect the transfer of the Contingent LLC Units, and (ii) execute and deliver to the Custodian Cypress a power of attorney and a letter of transmittal and custody agreement in favor of the Custodianof, and in form and substance reasonably satisfactory to to, Cypress constituting Cypress, The Cypress Group LLC or one or more of their respective Affiliates designated by Cypress (the Controlling Group, appointing the Custodian as "Custodian") the true and lawful attorney-in-fact and custodian for such Other LLC UnitholderInvestor, with full power of substitution, and authorizing the Custodian to execute and deliver a purchase and sale agreement substantially in the form of the Draft Sale Agreement and to take such actions as the Custodian may deem necessary or appropriate to effect the sale and transfer of the LLC Units such Investor's Registrable Securities to the 100% Buyer, upon receipt of the purchase price therefor set forth in at the Take-Along Notice at the Section 13.4 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, together with all and to take such other documents delivered with such Notice and required to action as may be executed in connection with the sale thereof pursuant to the Take-Along Offer. The Custodian shall hold such LLC Units and other documents in trust for such Other LLC Unitholder pending completion necessary or abandonment of such sale. If, within 90 days after the Controlling Group delivers the Take-Along Notice, the Controlling Group has not completed the sale of all of the LLC Units owned by the Controlling Group and the Other LLC Unitholders to the 100% Buyer and another Take- Along Notice with respect to such Take-Along Offer has not been sent to the Other LLC Unitholders, the Custodian shall return to each Other LLC Unitholder all certificates representing the LLC Units and all other documents that such Other LLC Unitholder delivered appropriate in connection with such sale. The Controlling Group shall be permitted to send only two Take-Along Notices with respect , including consenting to any one Take-Along Offer. Promptly after the Section 13.4 Closingamendments, the Custodian shall give notice thereof waivers, modifications or supplements to the Other LLC Unitholders, shall remit to each terms of the Other LLC Unitholders the total consideration for the LLC Units of such Other LLC Unitholders sold pursuant theretosale (provided that Cypress and its Affiliates also so consent, and shall furnish sell and transfer their Registrable Securities on the same terms as so amended, waived, modified or supplemented) and (ii) deliver to Cypress certificates representing such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by any of the Other LLC UnitholdersInvestor's Registrable Securities, together with all necessary duly executed stock powers.

Conditions to Take-Along. Upon delivery of a Take-Along Notice, each of the Other LLC Unitholders shall have the obligation to transfer all of such LLC Unitholder's LLC Units and Contingent LLC Units and, if applicable, such LLC Unitholder's Contingent Options pursuant to the Take-Along Offer, as such offer may be modified from time to time, provided that the Controlling Group transfers all of its LLC Units and Contingent LLC Units and, if applicable, its Contingent Options to the 100% Buyer at the Section 13.4 Closing and that all LLC Units held by the Controlling Group and the Other LLC Unitholders are sold to the 100% Buyer at the same price, and on the same terms and conditions. In the event that any such Other LLC Unitholder shall determine that the transfer of such LLC Unitholder's LLC Units, Contingent LLC Units or Contingent Options to the 100% Buyer would constitute a prohibited transaction under ERISA or the Code, such Other LLC Unitholder shall use 66 73 reasonable best efforts to structure the transfer in a manner that would not constitute a non-exempt prohibited transaction, including requesting an individual exemption from the Department of Labor with respect to such transfer and any other reasonable action. Within 10 days of receipt of the Take-Along Notice, each of the Other LLC Unitholders shall (i) deliver or cause to be delivered to the member or an Affiliate of the member of the Controlling Group designated in the Take-Along Notice (the "Custodian") certificates representing such Other LLC Unitholder's LLC Units, duly endorsed for transfer or accompanied by duly executed instruments of transfer, and/or such agreements or other instruments as shall be requested by the 100% Buyer to effect the transfer of the Contingent LLC Units, and (ii) execute and deliver to the Custodian a power of attorney and a letter of transmittal and custody agreement in favor of the Custodian, and in form and substance reasonably satisfactory to the Controlling Group, appointing the Custodian as the true and lawful attorney-in-fact and custodian for such Other LLC Unitholder, with full power of substitution, and authorizing the Custodian to execute and deliver a purchase and sale agreement substantially in the form of the Draft Sale Agreement and to take such actions as the Custodian may deem necessary or appropriate to effect the sale and transfer of the LLC Units to the 100% Buyer, upon receipt of the purchase price therefor set forth in the Take-Along Notice at the Section 13.4 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, together with all other documents delivered with such Notice and required to be executed in connection with the sale thereof pursuant to the Take-Along Offer. The Custodian shall hold such LLC Units and other documents in trust for such Other LLC Unitholder pending completion or abandonment of such sale. If, within 90 days after the Controlling Group delivers the 74 Take-Along Notice, the Controlling Group has not completed the sale of all of the LLC Units owned by the Controlling Group and the Other LLC Unitholders to the 100% Buyer and another Take- Take-Along Notice with respect to such Take-Along Offer has not been sent to the Other LLC Unitholders, the Custodian shall return to each Other LLC Unitholder all certificates representing the LLC Units and all other documents that such Other LLC Unitholder delivered in connection with such sale. The Controlling Group shall be permitted to send only two Take-Along Notices with respect to any one Take-Along Offer. Promptly after the Section 13.4 Closing, the Custodian shall give notice thereof to the Other LLC Unitholders, shall remit to each of the Other LLC Unitholders the total consideration for the LLC Units of such Other LLC Unitholders sold pursuant thereto, and shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by any of the Other LLC Unitholders.

Conditions to Take-Along. Upon delivery of a Take-Along Notice, each of the Other LLC Unitholders other Stockholders shall have the obligation to transfer all of such LLC Unitholder's LLC Units and Contingent LLC Units and, if applicable, such LLC Unitholder's Contingent Options its shares of Common Stock pursuant 5 105 to the Take-Along Offer, as such offer may be modified from time to time, provided that the Controlling Group if NCP-SBG transfers all of its LLC Units and Contingent LLC Units and, if applicable, its Contingent Options shares of Common Stock to the 100% Take-Along Buyer at the Section 13.4 Take-Along Closing and that if all LLC Units shares of Common Stock held by the Controlling Group NCP-SBG and the Other LLC Unitholders other Stockholders are sold to the 100% Take-Along Buyer at the same price, and on the same terms and conditions. In No Stockholder other than NCP-SBG and its Affiliates shall be obligated to make any representation or warranty to the event that Take-Along Buyer with respect to, or agree to indemnify the Take-Along Buyer against, any matter other than (i) title to such Other LLC Unitholder shall determine that Stockholder's shares of Common Stock to be sold pursuant to the transfer Take-Along Offer and (ii) authority and legal capacity of such LLC UnitholderStockholder to sell such shares or incur any out-of-pocket costs in connection with such transaction other than such Stockholder's LLC Units, Contingent LLC Units or Contingent Options pro rata share of any transaction expenses payable in connection with the Take-Along Closing. Within five Business Days prior to the 100% Buyer would constitute a prohibited transaction under ERISA or the Code, such Other LLC Unitholder shall use 66 73 reasonable best efforts to structure the transfer in a manner that would not constitute a non-exempt prohibited transaction, including requesting an individual exemption from the Department of Labor with respect to such transfer and any other reasonable action. Within 10 days of receipt of closing contemplated by the Take-Along Notice, each of the Other LLC Unitholders other Stockholders shall (i) deliver or cause to be delivered to the member NCP-SBG or an Affiliate of the member of the Controlling Group designated in the Take-Along Notice (the "Custodian") agent acting on its behalf certificates representing such Other LLC Unitholderother Stockholder's LLC Unitsshares of Common Stock, duly endorsed for transfer or accompanied by duly executed instruments of transfer, and/or such agreements or other instruments as shall be requested by the 100% Buyer to effect the transfer of the Contingent LLC Unitsstock powers, and (ii) execute and deliver to the Custodian NCP-SBG or an agent acting on its behalf a limited power of attorney and a letter of transmittal and custody agreement in favor of the CustodianNCP-SBG or an agent acting on its behalf, and in form and substance reasonably satisfactory to the Controlling GroupNCP-SBG, appointing the Custodian NCP-SBG or an agent acting on its behalf as the true and lawful attorney-in-fact and custodian for such Other LLC Unitholderother Stockholder with respect to the Take-Along Purchase Agreement and the transactions contemplated thereby, with full power of substitution, and authorizing the Custodian NCP-SBG or such agent to execute and deliver a purchase and sale agreement substantially in the form of the Draft Sale Take-Along Purchase Agreement and otherwise in accordance with the terms of this Section 2.4 and to take such actions as the Custodian NCP-SBG may reasonably deem necessary or appropriate to effect the sale and transfer of the LLC Units shares of Common Stock to the 100% Take-Along Buyer, upon receipt of the purchase price therefor set forth in the Take-Along Notice at the Section 13.4 Take-Along Closing, free and clear of all security interestsany Liens, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies options and voting and other agreements of whatever natureagreements, together with all other documents delivered with such Notice and required to be executed in connection with the sale thereof pursuant to the Take-Along Offer. The Custodian NCP-SBG or such agent shall hold such LLC Units shares and other documents in trust for such Other LLC Unitholder pending completion or abandonment other Stockholder for release against payment to such Stockholder of such saleStockholder's net proceeds in accordance with the contemplated transaction. If, within 90 15 days after the Controlling Group delivers the Takedelivery of such shares and other documents to NCP-Along NoticeSBG or an agent acting on its behalf, the Controlling Group NCP-SBG or such agent has not completed the sale of all of the LLC Units shares of Common Stock owned by the Controlling Group NCP-SBG and the Other LLC Unitholders other Stockholders to the 100% Take-Along Buyer and another Take- Take-Along Notice with respect to such Take-Along Offer has not been sent to the Other LLC Unitholdersother Stockholders, the Custodian NCP-SBG or such agent shall return to each Other LLC Unitholder other Stockholder all certificates representing the LLC Units shares and all other documents that such Other LLC Unitholder other Stockholder delivered in connection with such sale. The Controlling Group shall be permitted to send only two Promptly after the Take-Along Notices with respect to any one Take-Along Offer. Promptly after the Section 13.4 Closing, the Custodian NCP-SBG or an agent acting on its behalf shall give notice thereof to the Other LLC Unitholders, shall remit to each of the Other LLC Unitholders the total consideration for the LLC Units of such Other LLC Unitholders sold pursuant thereto, and shall 6 106 furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by any of the Other LLC Unitholdersother Stockholders.

Conditions to Take-Along. Upon delivery of a Take-Along Notice, each of the Other LLC Unitholders other Stockholders shall have the obligation to transfer all of such LLC Unitholder's LLC Units and Contingent LLC Units and, if applicable, such LLC Unitholder's Contingent Options its shares of Common Stock pursuant to the Take-Along Offer, as such offer may be modified from time to time, provided PROVIDED that the Controlling Group transfers North Castle Sellers transfer all of its LLC Units and Contingent LLC Units and, if applicable, its Contingent Options their shares of Common Stock to the 100% Buyer at the Section 13.4 5 Closing and that all LLC Units shares of Common Stock held by the Controlling Group North Castle Sellers and the Other LLC Unitholders other Stockholders are sold to the 100% Buyer at the same price, and on the same terms and conditions. In conditions PROVIDED FURTHER that a Stockholder shall only be required to make, in connection with a Take-Along Sale, representations and warranties that survive the event that any such Other LLC Unitholder shall determine that the transfer closing of such LLC Unitholder's LLC Units, Contingent LLC Units or Contingent Options to the 100% Buyer would constitute a prohibited transaction under ERISA or the Code, such Other LLC Unitholder shall use 66 73 reasonable best efforts to structure the transfer in a manner that would not constitute a non-exempt prohibited transaction, including requesting an individual exemption from the Department of Labor Sale with respect to its authority, its title to its Common Stock, certain conflicts, approvals and litigation relating to it, and shall not be required to make any representations or warranties with respect to the Company or its business that survive that Closing of such transfer and Sale or with respect to any other reasonable actionStockholder. Within 10 days of receipt of five Business Days prior to the closing contemplated by the Take-Along Notice, each of the Other LLC Unitholders other Stockholders shall (iI) deliver or cause to be delivered to the member or an Affiliate of the member of the Controlling Group designated in the Take-Along Notice (the "Custodian") North Castle Sellers certificates representing such Other LLC Unitholderother Stockholder's LLC Unitsshares of Common Stock, duly endorsed for transfer or accompanied by duly executed instruments of transfer, and/or such agreements or other instruments as shall be requested by the 100% Buyer to effect the transfer of the Contingent LLC Unitsstock powers, and (iiII) execute and deliver to the Custodian North Castle Sellers a power of attorney and a letter of transmittal and custody agreement in favor of the CustodianNorth Castle Sellers, and in form and substance reasonably satisfactory to the Controlling Group, North Castle Sellers appointing the Custodian North Castle as the true and lawful attorney-in-fact and custodian for such Other LLC Unitholderother Stockholder, with full power of substitution, and authorizing the Custodian North Castle Sellers to execute and deliver a purchase and sale agreement substantially in the form of the Draft Sale Agreement and otherwise in accordance with the terms of this Section 5(b) and to take such actions as the Custodian North Castle Sellers may reasonably deem necessary or appropriate to effect the sale and transfer of the LLC Units shares of Common Stock to the 100% Buyer, upon receipt of the purchase price therefor set forth in the Take-Along Notice at the Section 13.4 5 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, together with all other documents delivered with such Notice and required to be executed in connection with the sale thereof pursuant to the Take-Along Offer. The Custodian North Castle Sellers shall hold such LLC Units shares and other documents in trust for such Other LLC Unitholder pending completion or abandonment other Stockholder for release against payment to such Stockholder of such saleStockholder's net proceeds in accordance with the contemplated transaction. If, within 90 15 days after delivery to the Controlling Group delivers the Take-Along NoticeNorth Castle Sellers, the Controlling Group has North Castle Sellers have not completed the sale of all of the LLC Units shares of Common Stock owned by the Controlling Group North Castle Sellers and the Other LLC Unitholders other Stockholders to the 100% Buyer and another Take- Take-Along Notice with respect to such Take-Along Offer has not been sent to the Other LLC Unitholdersother Stockholders, the Custodian North Castle Sellers shall return to each Other LLC Unitholder other Stockholder all certificates representing the LLC Units shares and all other documents that such Other LLC Unitholder other Stockholder delivered in connection with such sale. The Controlling Group North Castle Sellers shall be permitted to send only two Take-Along Notices with respect to any one Take-Along Offer. Promptly after the Section 13.4 5 Closing, the Custodian shall give notice thereof to the Other LLC Unitholders, shall remit to each of the Other LLC Unitholders the total consideration for the LLC Units of such Other LLC Unitholders sold pursuant thereto, and North Castle Sellers shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by any of the Other LLC Unitholdersother Stockholders.

Conditions to Take-Along. Upon delivery of a Take-Along Notice, each of the Other LLC Unitholders other Stockholders shall have the obligation to transfer all of such LLC Unitholder's LLC Units and Contingent LLC Units and, if applicable, such LLC Unitholder's Contingent Options its shares of Common Stock pursuant to the Take-Along Offer, as such offer may be modified from time to time, provided that the Controlling Group if NCP-SBG transfers all of its LLC Units and Contingent LLC Units and, if applicable, its Contingent Options shares of Common Stock to the 100% Take-Along Buyer at the Section 13.4 Take-Along Closing and that if all LLC Units shares of Common Stock held by the Controlling Group NCP-SBG and the Other LLC Unitholders other Stockholders are sold to the 100% Take-Along Buyer at the same price, and on the same terms and conditions. In No Stockholder other than NCP-SBG and its Affiliates shall be obligated to make any representation or warranty to the event that Take-Along Buyer with respect to, or agree to indemnify the Take-Along Buyer against, any matter other than (i) title to such Other LLC Unitholder shall determine that Stockholder's shares of Common Stock to be sold pursuant to the transfer Take-Along Offer and (ii) authority and legal capacity of such LLC UnitholderStockholder to sell such shares or incur any out-of-pocket costs in connection with such transaction other than such Stockholder's LLC Units, Contingent LLC Units or Contingent Options pro rata share of any transaction expenses payable in connection with the Take-Along Closing. Within five Business Days prior to the 100% Buyer would constitute a prohibited transaction under ERISA or the Code, such Other LLC Unitholder shall use 66 73 reasonable best efforts to structure the transfer in a manner that would not constitute a non-exempt prohibited transaction, including requesting an individual exemption from the Department of Labor with respect to such transfer and any other reasonable action. Within 10 days of receipt of closing contemplated by the Take-Along Notice, each of the Other LLC Unitholders other Stockholders shall (i) deliver or cause to be delivered to the member NCP-SBG or an Affiliate of the member of the Controlling Group designated in the Take-Along Notice (the "Custodian") agent acting on its behalf certificates representing such Other LLC Unitholderother Stockholder's LLC Unitsshares of Common Stock, duly endorsed for transfer or accompanied by duly executed instruments of transfer, and/or such agreements or other instruments as shall be requested by the 100% Buyer to effect the transfer of the Contingent LLC Unitsstock powers, and (ii) execute and deliver to the Custodian NCP-SBG or an agent acting on its behalf a limited power of attorney and a letter of transmittal and custody agreement in favor of the CustodianNCP-SBG or an agent acting on its behalf, and in form and substance reasonably satisfactory to the Controlling GroupNCP-SBG, appointing the Custodian NCP-SBG or an agent acting on its behalf as the true and lawful attorney-in-fact and custodian for such Other LLC Unitholderother Stockholder with respect to the Take-Along Purchase Agreement and the transactions contemplated thereby, with full power of substitution, and authorizing the Custodian NCP-SBG or such agent to execute and deliver a purchase and sale agreement substantially in the form of the Draft Sale Take-Along Purchase Agreement and otherwise in accordance with the terms of this Section 2.4 and to take such actions as the Custodian NCP-SBG may reasonably deem necessary or appropriate to effect the sale and transfer of the LLC Units shares of Common Stock to the 100% Take-Along Buyer, upon receipt of the purchase price therefor set forth in the Take-Along Notice at the Section 13.4 Take-Along Closing, free and clear of all security interestsany Liens, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies options and voting and other agreements of whatever natureagreements, together with all other documents delivered with such Notice and required to be executed in connection with the sale thereof pursuant to the Take-Along Offer. The Custodian NCP-SBG or such agent shall hold such LLC Units shares and other documents in trust for such Other LLC Unitholder pending completion or abandonment other Stockholder for release against payment to such Stockholder of such saleStockholder's net proceeds in accordance with the contemplated transaction. If, within 90 15 days after the Controlling Group delivers the Takedelivery of such shares and other documents to NCP-Along NoticeSBG or an agent acting on its behalf, the Controlling Group NCP-SBG or such agent has not completed the sale of all of the LLC Units shares of Common Stock owned by the Controlling Group NCP-SBG and the Other LLC Unitholders other Stockholders to the 100% Take-Along Buyer and another Take- Take-Along Notice with respect to such Take-Along Offer has not been sent to the Other LLC Unitholdersother Stockholders, the Custodian NCP-SBG or such agent shall return to each Other LLC Unitholder other Stockholder all certificates representing the LLC Units shares and all other documents that such Other LLC Unitholder other Stockholder delivered in connection with such sale. The Controlling Group shall be permitted to send only two Promptly after the Take-Along Notices with respect to any one Take-Along Offer. Promptly after the Section 13.4 Closing, the Custodian shall give notice thereof to the Other LLC Unitholders, shall remit to each of the Other LLC Unitholders the total consideration for the LLC Units of such Other LLC Unitholders sold pursuant thereto, and shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by any of the Other LLC Unitholders.NCP-SBG or an agent acting on its behalf shall

Conditions to Take-Along. Upon delivery of a Take-Along Notice, each of the Other LLC Unitholders other Stockholders shall have the obligation to transfer all of such LLC Unitholder's LLC Units and Contingent LLC Units and, if applicable, such LLC Unitholder's Contingent Options its shares of Common Stock pursuant to the Take-Along Offer, as such offer may be modified from time to time, provided that the Controlling Group transfers North Castle Sellers transfer all of its LLC Units and Contingent LLC Units and, if applicable, its Contingent Options their shares of Common Stock to the 100% Buyer at the Section 13.4 5 Closing and that all LLC Units shares of Common Stock held by the Controlling Group North Castle Sellers and the Other LLC Unitholders other Stockholders are sold to the 100% Buyer at the same price, and on the same terms and conditions. In conditions provided further that a Stockholder shall only be required to make, in connection with a Take-Along Sale, representations and warranties that survive the event that any such Other LLC Unitholder shall determine that the transfer closing of such LLC Unitholder's LLC Units, Contingent LLC Units or Contingent Options to the 100% Buyer would constitute a prohibited transaction under ERISA or the Code, such Other LLC Unitholder shall use 66 73 reasonable best efforts to structure the transfer in a manner that would not constitute a non-exempt prohibited transaction, including requesting an individual exemption from the Department of Labor Sale with respect to its authority, its title to its Common Stock, certain conflicts, approvals and litigation relating to it, and shall not be required to make any representations or warranties with respect to the Company or its business that survive that Closing of such transfer and Sale or with respect to any other reasonable actionStockholder. Within 10 days of receipt of five Business Days prior to the closing contemplated by the Take-Along Notice, each of the Other LLC Unitholders other Stockholders shall (i) deliver or cause to be delivered to the member or an Affiliate of the member of the Controlling Group designated in the Take-Along Notice (the "Custodian") North Castle Sellers certificates representing such Other LLC Unitholder's LLC Unitsother Stockholder’s shares of Common Stock, duly endorsed for transfer or accompanied by duly executed instruments of transfer, and/or such agreements or other instruments as shall be requested by the 100% Buyer to effect the transfer of the Contingent LLC Unitsstock powers, and (ii) execute and deliver to the Custodian North Castle Sellers a power of attorney and a letter of transmittal and custody agreement in favor of the CustodianNorth Castle Sellers, and in form and substance reasonably satisfactory to the Controlling Group, North Castle Sellers appointing the Custodian North Castle as the true and lawful attorney-in-fact and custodian for such Other LLC Unitholderother Stockholder, with full power of substitution, and authorizing the Custodian North Castle Sellers to execute and deliver a purchase and sale agreement substantially in the form of the Draft Sale Agreement and otherwise in accordance with the terms of this Section 5(b) and to take such actions as the Custodian North Castle Sellers may reasonably deem necessary or appropriate to effect the sale and transfer of the LLC Units shares of Common Stock to the 100% Buyer, upon receipt of the purchase price therefor set forth in the Take-Along Notice at the Section 13.4 5 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, together with all other documents delivered with such Notice and required to be executed in connection with the sale thereof pursuant to the Take-Along Offer. The Custodian North Castle Sellers shall hold such LLC Units shares and other documents in trust for such Other LLC Unitholder pending completion or abandonment other Stockholder for release against payment to such Stockholder of such saleStockholder’s net proceeds in accordance with the contemplated transaction. If, within 90 15 days after delivery to the Controlling Group delivers the Take-Along NoticeNorth Castle Sellers, the Controlling Group has North Castle Sellers have not completed the sale of all of the LLC Units shares of Common Stock owned by the Controlling Group North Castle Sellers and the Other LLC Unitholders other Stockholders to the 100% Buyer and another Take- Take-Along Notice with respect to such Take-Along Offer has not been sent to the Other LLC Unitholdersother Stockholders, the Custodian North Castle Sellers shall return to each Other LLC Unitholder other Stockholder all certificates representing the LLC Units shares and all other documents that such Other LLC Unitholder other Stockholder delivered in connection with such sale. The Controlling Group North Castle Sellers shall be permitted to send only two Take-Along Notices with respect to any one Take-Along Offer. Promptly after the Section 13.4 5 Closing, the Custodian shall give notice thereof to the Other LLC Unitholders, shall remit to each of the Other LLC Unitholders the total consideration for the LLC Units of such Other LLC Unitholders sold pursuant thereto, and North Castle Sellers shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by any of the Other LLC Unitholdersother Stockholders.

Conditions to Take-Along. Upon delivery of a Take-Along Notice, each of the Other LLC Unitholders other Stockholders shall have the obligation to transfer all of such LLC Unitholder's LLC Units and Contingent LLC Units and, if applicable, such LLC Unitholder's Contingent Options its shares of Common Stock pursuant to the Take-Along Offer, as such offer may be modified from time to time, provided PROVIDED that the Controlling Group North Castle transfers all of its LLC Units and Contingent LLC Units and, if applicable, its Contingent Options shares of Common Stock to the 100% Buyer at the Section 13.4 5 Closing and that all LLC Units shares of Common Stock held by the Controlling Group North Castle and the Other LLC Unitholders other Stockholders are sold to the 100% Buyer at the same price, and on the same terms and conditions. In conditions PROVIDED FURTHER that a Stockholder shall only be required to make, in connection with a Take-Along Sale, representations and warranties that survive the event that any such Other LLC Unitholder shall determine that the transfer closing of such LLC Unitholder's LLC Units, Contingent LLC Units or Contingent Options to the 100% Buyer would constitute a prohibited transaction under ERISA or the Code, such Other LLC Unitholder shall use 66 73 reasonable best efforts to structure the transfer in a manner that would not constitute a non-exempt prohibited transaction, including requesting an individual exemption from the Department of Labor Sale with respect to its authority, its title to its Common Stock, certain conflicts, approvals and litigation relating to it, and shall not be required to make any representations or warranties with respect to the Company or its business that survive that Closing of such transfer and Sale or with respect to any other reasonable actionStockholder. Within 10 days of receipt of five Business Days prior to the closing contemplated by the Take-Along Notice, each of the Other LLC Unitholders other Stockholders shall (i) deliver or cause to be delivered to the member or an Affiliate of the member of the Controlling Group designated in the Take-Along Notice (the "Custodian") North Castle certificates representing such Other LLC Unitholderother Stockholder's LLC Unitsshares of Common Stock, duly endorsed for transfer or accompanied by duly executed instruments of transfer, and/or such agreements or other instruments as shall be requested by the 100% Buyer to effect the transfer of the Contingent LLC Unitsstock powers, and (ii) execute and deliver to the Custodian North Castle a power of attorney and a letter of transmittal and custody agreement in favor of the CustodianNorth Castle, and in form and substance reasonably satisfactory to the Controlling Group, North Castle appointing the Custodian North Castle as the true and lawful attorney-in-fact and custodian for such Other LLC Unitholderother Stockholder, with full power of substitution, and authorizing the Custodian North Castle to execute and deliver a purchase and sale agreement substantially in the form of the Draft Sale Agreement and otherwise in accordance with the terms of this Section 5(b) and to take such actions as the Custodian North Castle may reasonably deem necessary or appropriate to effect the sale and transfer of the LLC Units shares of Common Stock to the 100% Buyer, upon receipt of the purchase price therefor set forth in the Take-Along Notice at the Section 13.4 5 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, together with all other documents delivered with such Notice and required to be executed in connection with the sale thereof pursuant to the Take-Along Offer. The Custodian North Castle shall hold such LLC Units shares and other documents in trust for such Other LLC Unitholder pending completion or abandonment other Stockholder for release against payment to such Stockholder of such saleStockholder's net proceeds in accordance with the contemplated transaction. If, within 90 15 days after the Controlling Group delivers the Take-Along Noticedelivery to North Castle, the Controlling Group North Castle has not completed the sale of all of the LLC Units shares of Common Stock owned by the Controlling Group North Castle and the Other LLC Unitholders other Stockholders to the 100% Buyer and another Take- Take-Along Notice with respect to such Take-Along Offer has not been sent to the Other LLC Unitholdersother Stockholders, the Custodian North Castle shall return to each Other LLC Unitholder other Stockholder all certificates representing the LLC Units shares and all other documents that such Other LLC Unitholder other Stockholder delivered in connection with such sale. The Controlling Group North Castle shall be permitted to send only two Take-Along Notices with respect to any one Take-Along Offer. Promptly after the Section 13.4 5 Closing, the Custodian shall give notice thereof to the Other LLC Unitholders, shall remit to each of the Other LLC Unitholders the total consideration for the LLC Units of such Other LLC Unitholders sold pursuant thereto, and North Castle shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by any of the Other LLC Unitholdersother Stockholders.

Conditions to Take-Along. Upon delivery of a Take-Along Notice, each of the Other LLC Unitholders other Stockholders shall have the obligation to transfer all of such LLC Unitholder's LLC Units and Contingent LLC Units and, if applicable, such LLC Unitholder's Contingent Options its shares of Common Stock pursuant to the Take-Along Offer, as such offer may be modified from time to time, provided that the Controlling Group if NCP-SBG transfers all of its LLC Units and Contingent LLC Units and, if applicable, its Contingent Options shares of Common Stock to the 100% Take-Along Buyer at the Section 13.4 Take-Along Closing and that if all LLC Units shares of Common Stock held by the Controlling Group NCP-SBG and the Other LLC Unitholders other Stockholders are sold to the 100% Take-Along Buyer at the same price, and on the same terms and conditions. In No Stockholder other than NCP-SBG and its Affiliates shall be obligated to make any representation or warranty to the event that Take-Along Buyer with respect to, or agree to indemnify the Take-Along Buyer against, any matter other than (i) title to such Other LLC Unitholder shall determine that Stockholder's shares of Common Stock to be sold pursuant to the transfer Take-Along Offer and (ii) authority and legal capacity of such LLC UnitholderStockholder to sell such shares or incur any out-of-pocket costs in connection with such transaction other than such Stockholder's LLC Units, Contingent LLC Units or Contingent Options pro rata share of any transaction expenses payable in connection with the Take-Along Closing. Within five Business Days prior to the 100% Buyer would constitute a prohibited transaction under ERISA or the Code, such Other LLC Unitholder shall use 66 73 reasonable best efforts to structure the transfer in a manner that would not constitute a non-exempt prohibited transaction, including requesting an individual exemption from the Department of Labor with respect to such transfer and any other reasonable action. Within 10 days of receipt of closing contemplated by the Take-Along Notice, each of the Other LLC Unitholders other Stockholders shall (i) deliver or cause to be delivered to the member NCP-SBG or an Affiliate of the member of the Controlling Group designated in the Take-Along Notice (the "Custodian") agent acting on its behalf certificates representing such Other LLC Unitholderother Stockholder's LLC Unitsshares of Common Stock, duly endorsed for transfer or accompanied by duly executed instruments of transfer, and/or such agreements or other instruments as shall be requested by the 100% Buyer to effect the transfer of the Contingent LLC Unitsstock powers, and (ii) execute and deliver to the Custodian NCP-SBG or an agent acting on its behalf a limited power of attorney and a letter of transmittal and custody agreement in favor of the CustodianNCP-SBG or an agent acting on its behalf, and in form and substance reasonably satisfactory to the Controlling GroupNCP-SBG, appointing the Custodian NCP-SBG or an agent acting on its behalf as the true and lawful attorney-in-fact and custodian for such Other LLC Unitholderother Stockholder with respect to the Take-Along Purchase Agreement and the transactions contemplated thereby, with full power of substitution, and authorizing the Custodian NCP-SBG or such agent to execute and deliver a purchase and sale agreement substantially in the form of the Draft Sale Take-Along Purchase Agreement and otherwise in accordance with the terms of this Section 2.4 and to take such actions as the Custodian NCP-SBG may reasonably deem necessary or appropriate to effect the sale and transfer of the LLC Units shares of Common Stock to the 100% Take-Along Buyer, upon receipt of the purchase price therefor set forth in the Take-Along Notice at the Section 13.4 Take-Along Closing, free and clear of all security interestsany Liens, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies options and voting and other agreements of whatever natureagreements, together with all other documents delivered with such Notice and required to be executed in connection with the sale thereof pursuant to the Take-Along Offer. The Custodian NCP-SBG or such agent shall hold such LLC Units shares and other documents in trust for such Other LLC Unitholder pending completion or abandonment other Stockholder for release against payment to such Stockholder of such saleStockholder's net proceeds in accordance with the contemplated transaction. If, within 90 15 days after the Controlling Group delivers the Takedelivery of such shares and other documents to NCP-Along NoticeSBG or an agent acting on its behalf, the Controlling Group NCP-SBG or such agent has not completed the sale of all of the LLC Units shares of Common Stock owned by the Controlling Group NCP-SBG and the Other LLC Unitholders other Stockholders to the 100% Take-Along Buyer and another Take- Take-Along Notice with respect to such Take-Along Offer has not been sent to the Other LLC Unitholdersother Stockholders, the Custodian NCP-SBG or such agent shall return to each Other LLC Unitholder other Stockholder all certificates representing the LLC Units shares and all other documents that such Other LLC Unitholder other Stockholder delivered in connection with such sale. The Controlling Group shall be permitted to send only two Promptly after the Take-Along Notices with respect to any one Take-Along Offer. Promptly after the Section 13.4 Closing, the Custodian shall give notice thereof to the Other LLC Unitholders, shall remit to each of the Other LLC Unitholders the total consideration for the LLC Units of such Other LLC Unitholders sold pursuant thereto, and NCP-SBG or an agent acting on its behalf shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by any of the Other LLC Unitholdersother Stockholders.

Conditions to Take-Along. Upon delivery of a Take-Along Notice, each of the Other LLC Unitholders other Stockholders shall have the obligation to transfer all of such LLC Unitholder's LLC Units and Contingent LLC Units and, if applicable, such LLC Unitholder's Contingent Options its Take-Along Shares pursuant to the Take-Along Offer, as such offer may be modified from time to time, provided that the Controlling Group Section 5 Seller transfers all of its LLC Units and Contingent LLC Units and, if applicable, its Contingent Options Section 5 Seller’s Shares to the 100% Section 5 Buyer at the Section 13.4 5 Closing and that all LLC Units Section 5 Seller’s Shares held by the Controlling Group Section 5 Seller and all Take-Along Shares held by the Other LLC Unitholders other Stockholders are sold to the 100% Section 5 Buyer (subject to appropriate adjustments to reflect any differences in the rights and preferences of different types or classes of Equity Securities, including in the case of a sale of Capital Stock or Equity Securities, adjustments to the effect that the aggregate proceeds received in consideration thereof shall be allocated among all holders of Capital Stock or Equity Securities on the same basis and in the same proportions as if such proceeds had been distributed to the Company’s stockholders in a complete liquidation pursuant to the rights and preferences set forth in the Company’s Certificate of Incorporation then in effect) at the same priceprice and for the same form of consideration (or, if an election to receive a different form of consideration is available, such election must be made available to each Stockholder) for each class or type of Capital Stock Equity Securities being sold, and on the same terms and conditions. In conditions (except that only Affiliates of the event Major Investors will be entitled to receive fees and expenses under the Consulting Agreement), and provided further that any such Other LLC Unitholder (x) a Stockholder shall determine that the transfer of such LLC Unitholder's LLC Unitsonly be required to make, Contingent LLC Units or Contingent Options to the 100% Buyer would constitute in connection with a prohibited transaction under ERISA or the CodeTake-Along Sale, such Other LLC Unitholder shall use 66 73 reasonable best efforts to structure the transfer in a manner that would not constitute a non-exempt prohibited transaction, including requesting an individual exemption from the Department of Labor representations and warranties with respect to such transfer its authority, its title to its Take-Along Shares, certain conflicts, approvals and litigation relating to it, and shall not be required to make any representations or warranties with respect to the Company or its business or with respect to any other reasonable actionStockholder, (y) a Stockholder shall not, in connection with a Take-Along Sale, be required to indemnify such Section 5 Buyer or any other Person jointly with any other Person nor indemnify such Section 5 Buyer or other Person in respect of any matter other than (A) indemnification for breaches of any representations and warranties as to itself described in the preceding sub-clause (x) and (B) indemnification for breaches of representations and warranties made by the Company with respect to itself or its business provided that such Stockholder’s indemnification obligation shall be limited to its pro rata share (based on such Stockholder’s allocable portion of the total proceeds received by all holders of Equity Securities in connection with such Take-Along Sale) of such indemnification obligation), and (z) no Stockholder shall be liable for any indemnification obligation in connection with a Take-Along Sale in excess of the aggregate amount received by such Stockholder in such Take-Along Sale. Within 10 days of receipt of five Business Days prior to the closing contemplated by the Take-Along Notice, each of the Other LLC Unitholders other Stockholders shall (i) deliver or cause to be delivered to the member or an Affiliate of the member of the Controlling Group designated in the Section 5 Seller certificates representing such other Stockholder’s Take-Along Notice (the "Custodian") certificates representing such Other LLC Unitholder's LLC UnitsShares, duly endorsed for transfer or accompanied by duly executed instruments of transfer, and/or such agreements or other instruments as shall be requested by the 100% Buyer to effect the transfer of the Contingent LLC Unitsstock powers, and (ii) execute and deliver to the Custodian Section 5 Seller a power of attorney and a letter of transmittal and custody agreement in favor of the CustodianSection 5 Seller, and in form and substance reasonably satisfactory to the Controlling Group, Section 5 Seller appointing the Custodian Section 5 Seller as the true and lawful attorney-in-fact and custodian for such Other LLC Unitholderother Stockholder, with full power of substitution, and authorizing the Custodian Section 5 Seller to execute and deliver a purchase and sale agreement substantially in the form of the Draft Sale Agreement and otherwise in accordance with the terms of this Section 5(b) and to take such actions as the Custodian Section 5 Seller may reasonably deem necessary or appropriate to effect the sale and transfer of the LLC Units Take-Along Shares to the 100% Section 5 Buyer, upon receipt of the purchase price therefor set forth in the Take-Along Notice at the Section 13.4 5 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever naturenature (other than securities laws restrictions), together with all other documents delivered with such Notice and required to be executed in connection with the sale thereof pursuant to the Take-Along Offer. The Custodian Section 5 Seller shall hold such LLC Units shares and other documents in trust for such Other LLC Unitholder pending completion or abandonment other Stockholder for release against payment to such Stockholder of such saleStockholder’s net proceeds in accordance with the contemplated transaction. If, within 90 15 days after delivery to the Controlling Group delivers the Take-Along NoticeSection 5 Seller, the Controlling Group Section 5 Seller has not completed the sale of all of the LLC Units Section 5 Seller’s Shares owned by it and the Take-Along Shares owned by the Controlling Group and the Other LLC Unitholders other Stockholders to the 100% Section 5 Buyer and another Take- Take-Along Notice with respect to such Take-Along Offer has not been sent to the Other LLC Unitholdersother Stockholders, the Custodian Section 5 Seller shall return to each Other LLC Unitholder other Stockholder all certificates representing the LLC Units shares and all other documents that such Other LLC Unitholder other Stockholder delivered in connection with such sale. The Controlling Group Section 5 Seller shall be permitted to send only two Take-Along Notices with respect to any one Take-Along Offer. Promptly after the Section 13.4 5 Closing, the Custodian shall give notice thereof to the Other LLC Unitholders, shall remit to each of the Other LLC Unitholders the total consideration for the LLC Units of such Other LLC Unitholders sold pursuant thereto, and Section 5 Seller shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by any of the Other LLC Unitholdersother Stockholders. Each Stockholder shall bear its pro rata share of fees and expenses incurred by the Company in connection with the Take-Along Sale.