Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. So long as this Agreement shall remain in effect, if any of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion of the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Shares.

Drag-Along Rights. So long as this Agreement shall remain (a) If the Trimaran Vehicles (the “Selling Members”) agree to Transfer, in effectany single or series of related transactions, if any of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion greater than fifty percent (50%) of the outstanding shares aggregate number of Common Stock Membership Units held at the time of such Transfer by the Selling Members to a non-affiliated third party (“Drag-Along Transfer”), the Selling Members may exercise drag-along rights in accordance with the terms, conditions and such offer is accepted by Vestar or such Affiliate, as the case may be, then procedures set forth herein. (b) The Managing Member shall promptly give notice (a “Drag-Along Notice”) to each other Stockholder hereby agrees Member (the “Drag-Along Member”) of any election by the Selling Members to exercise their drag-along rights under this Section 8.04, setting forth the name and address of the Transferee, the total number of Membership Units proposed to be Transferred by the Selling Members, the proposed amount and form, ratable amount and choices (if applicable) of consideration for such Membership Units (provided, that it willthe Drag-Along Members shall receive the identical form of consideration that the Selling Members receive in any such Transfer), if requested in writing not less than 15 days' prior and all other material terms and conditions of the Drag-Along Transfer. Such notice shall also specify the number of Membership Units such Drag-Along Member shall be required to transfer, up to such Drag-Along Member’s Pro Rata Portion of Membership Units. Any transfer of Membership Units by a Drag-Along Member pursuant to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it terms hereof shall be at the price per Membership Unit specified in the Drag-Along Notice. (c) Each Drag-Along Member must agree (i) to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making make the same representations, warranties, covenants, indemnities and agreements as made by the Selling Members in connection with the Drag-Along Transfer (other than any non-competition or similar agreements or covenants that Vestar would bind the Drag-Along Member or such Affiliateits Affiliates), and (ii) to the same terms and conditions to the transfer as the case may beSelling Members agree. Notwithstanding the foregoing, agrees to make (except thathowever, in the case of representations and warranties pertaining specifically to Vestar or all such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties warranties, covenants, indemnities and indemnities agreements shall be made by Stockholders each Selling Member and Drag-Along Member severally and not jointly and any liability for breach of any such representations and warranties related to CAC shall be allocated among each Selling Member and Drag-Along Member pro rata based on the relative number of Membership Units Transferred by each of them, and the aggregate amount of liability for each such Selling Member and Drag-Along Member shall not exceed the U.S. dollar value of the total consideration to be paid by the Transferee to such Selling Member and Drag-Along Member, respectively. (d) In the event that the liability of Stockholders (whether any transfer pursuant to this Section 8.04 is structured as a representationmerger, warrantyconsolidation, covenantor similar business combination, indemnification provision each Drag-Along Member must further agree to (i) vote in favor of the transaction, (ii) take such other action as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or agreementother similar rights with respect thereto. (e) Solely for purposes of Section 8.04(d) and in order to secure the performance of each Member’s obligations under Section 8.04(d), each Member hereby irrevocably appoints the Managing Member the attorney-in-fact and proxy of such Member (with full power of substitution) to vote, provide a written consent or take any other action with respect to its Membership Units as described in this paragraph if, and only in the event that, such Member fails to vote or provide a written consent with respect to its Membership Units in accordance with the terms of Section 8.04(d)(i) or fails to take any other action in accordance with the terms of Section 8.04(d)(ii) or Section 8.04(d)(iii) (each such Member, a “Breaching Drag-Along Member”) within ten (10) days of a request for such vote, written consent or action. Upon such failure, the Managing Member shall have and is hereby irrevocably granted a proxy to vote or provide a written consent with respect to each such Breaching Drag-Along Member’s Membership Units for the purposes of taking the actions required by Section 8.04(d). Each Member intends this proxy to be, and it shall be, irrevocable and coupled with an interest, and each Member shall take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revoke any proxy previously granted by it with respect to the matters set forth in Section 8.04(d) with respect to the Membership Units owned by such Member. (f) If any Drag-Along Member fails to transfer to the Drag-Along Buyer the Membership Units to be sold pursuant to this Section 8.04, the Selling Members may, at their option, in addition to all other remedies they may have, deposit the purchase price (including any promissory note constituting all or any portion thereof) for such Membership Units with any national bank or trust company having combined capital, surplus and undivided profits in excess of $500 million (the “Escrow Agent”), and thereupon all of such Drag-Along Member’s rights in and to such Membership Units shall terminate. Thereafter, upon delivery to the Company by such Drag-Along Member of appropriate documentation evidencing the transfer of such Membership Units to the Drag-Along Buyer, the Selling Members shall instruct the Escrow Agent to deliver the purchase price (without any interest from the date of the closing to the date of such delivery, any such interest to accrue to the Company) to such Drag-Along Member. (g) Any Transfer by the Trimaran Vehicles of Membership Units covered by this Section 8.04 may be structured as an auction and may be initiated by the delivery to the Company and the other Members of a written notice that Trimaran has elected to initiate an auction sale procedure. Trimaran shall be evidenced in writings executed entitled to take all steps reasonably necessary to carry out an auction of the Company and its Subsidiaries, including, without limitation, selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the winning bidder and negotiating the requisite documentation. The Company and each Member shall provide assistance with respect to these actions as reasonably requested. (h) Any transaction costs, including transfer taxes and legal, accounting and investment banking fees incurred by them the Company and the transferee and shall Trimaran Vehicles in connection with a Transfer of Membership Interests covered by this Section 8.04 shall, unless the applicable purchaser refuses, be borne by each the Company in the event of them a merger, consolidation or sale of assets and shall otherwise be borne by the Members on a pro rata basis; and provided further that basis based on the terms of such offer applicable to any Common Stock beneficially owned consideration received by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including each Member with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable transaction. (provided in the case of a Transfer of any such portion of the Options i) The Members hereby acknowledge that the Company shall have made acceptable arrangements with the transferee for right to exercise drag along rights in respect of shares of Company Stock (as defined in the same per share consideration Stockholders Agreement) pursuant to be paid to such Stockholder for such portion the terms and conditions of the Option as Stockholders Agreement in the transferee pays for event that the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option Selling Members exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisablerights under this Section 8.04, and then any remaining Purchased Sharesthe Selling Members shall have the right to cause the Company to exercise such rights under the Stockholders Agreement.

Drag-Along Rights. So long as this Agreement A. If BREA elects to sell BREA’s Membership Interest to the Administrative Member pursuant to Section 10.1C, BREA shall remain have the right to require the Common Investor and Columbia to sell such Members’ Common Interests in effect, if any of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion the Company which represents the same percentage of the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then interests held by such other Stockholder that are then vested and exercisable Members as the interests being disposed of by BREA represent, in each case at the same price as BREA’s Membership Interest (provided as adjusted proportionately to reflect any difference in the case Common Percentage of a Transfer the applicable Common Member and BREA) and in accordance with the other terms and conditions negotiated by BREA for the sale of BREA’s Membership Interest. BREA shall notify the Common Investor and Columbia of its election to “drag along” the Common Investor and Columbia at least 30 days’ prior to such proposed sale. If BREA elects to exercise its rights under this Section 10.4, the Common Investor and Columbia shall take such actions as may be reasonably required and otherwise cooperate in good faith with BREA in connection with the completion of the proposed sale (including, without limitation, the voting of any interests to approve such portion proposed sale). B. If BREA elects to sell BREA’s Membership Interest within a Marketing Period to a Person other than the Administrative Member, then BREA shall have the right to require ESC, the Common Investor and Columbia to sell such Members’ interests which represents the same percentage of the Options that Common Interests in the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested Members as the interests being disposed of by BREA represent, in each case at the same price as BREA’s Membership Interest (as adjusted proportionately to reflect any difference in the Common Percentage of the applicable Common Member and exercisableBREA) and in accordance with the other terms and conditions negotiated by BREA for the sale of BREA’s Membership Interest. BREA shall notify ESC, the Common Investor and then Columbia of its election to “drag along” ESC, the Common Investor and Columbia at least 30 days’ prior to such proposed sale. If BREA elects to exercise its rights under this Section 10.4, ESC, the Common Investor and Columbia shall take such actions as may be reasonably required and otherwise cooperate in good faith with BREA in connection with the completion of the proposed sale (including, without limitation, the voting of any remaining Purchased Sharesinterests to approve such proposed sale). C. The “drag along” rights described in this Section 10.4 shall not be applicable or exercisable to the extent that it would cause a violation of the Investment Company Act. If the exercise of such “drag along” rights would result in a violation of the Investment Company Act, BREA agrees to not complete the applicable transaction to sell the BREA Membership Interests without the consent of the Common Investor, provided, however, Common Investor acknowledges that BREA may, without the consent of the Common Investor, complete (i) a sale of disposition of all or substantially all of the assets of the Company or any Company Subsidiary or (ii) a merger, consolidation, recapitalization, reorganization or other similar transaction involving the Company.

Drag-Along Rights. So long as this Agreement shall remain in effect(a) Subject to Section 7.08, if one or more of the DLJMB Members (collectively, the “Drag-Along Seller”) propose to Transfer Units to any of Vestar and its Affiliates receives an offer from a Third Party or Parties (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions and the Units to purchase all or any portion of be Transferred by the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing Drag-Along Seller represent not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number 50% of Securities beneficially Units then owned by it the DLJMB Members in the aggregate (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each Other Member to such Third Party on Transfer, and each other Member hereby agrees to Transfer, the terms Drag-Along Portion of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make Units (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement“Drag-Along Rights”) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder Other Member. All Other Members shall cooperate in, and shall take all actions that are then vested the Drag-Along Seller deems reasonably necessary or desirable to consummate the Drag-Along Sale, including, without limitation, (i) voting their respective Units (or executing and exercisable delivering any written consents in lieu thereof) in favor of the Drag-Along Sale, including voting to approve a Drag-Along Sale if such Drag-Along Sale is structured as a merger or a sale of all or substantially all of the assets of the Company, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale, (provided ii) to the extent permitted by applicable law, not exercising any dissenters’ or appraisal rights to which they may be entitled in connection with the Drag-Along Sale, and (iii) subject to Section 7.07(b), entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller. Each Other Member hereby grants to the Drag-Along Seller, an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Other Member’s Units in accordance with such Other Member’s agreements in this Section 7.07 and a power of attorney to execute and deliver in the case name and on behalf of such Other Member all such agreements, instruments and other documentation (including any written consents of Members) as is required to Transfer the Units held by such Other Member to the Drag-Along Transferee. The Drag-Along Seller shall provide notice to each Other Member that sets forth the circumstances in which such proxy or power of attorney was used immediately following the exercise of the Drag-Along Seller’s rights as set forth above. (b) The Drag-Along Seller shall provide notice of such Drag-Along Sale to the Other Members (a “Drag-Along Sale Notice”) not later than ten (10) Business Days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the Drag-Along Transferee, the number of Units subject to the Drag-Along Sale, the consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”) and all other material terms and conditions of any the Drag-Along Sale. The number of Units to be sold by each Other Member shall be the Drag-Along Portion of the Units that such Other Member owns. Each Other Member shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender the Drag-Along Portion of its Units as set forth below. The price payable in such Transfer shall be the Drag-Along Sale Price. Not later than five (5) Business Days after the date of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Other Members shall deliver to a representative of the Drag-Along Seller designated in the Drag-Along Sale Notice the certificate (if then certificated) and other applicable instruments representing the Units of such Other Member to be included in the Drag-Along Sale, together with a limited power-of-attorney authorizing the Drag-Along Seller or such representative to Transfer such Units on the terms set forth in the Drag-Along Notice and wire transfer instructions for payment of the cash portion of the Options that consideration to be received in such Drag-Along Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Units pursuant to this Section 7.07 (b) at the closing for such Drag-Along Sale against delivery to such Other Member of the consideration therefor. If an Other Member should fail to deliver such certificates (if then certificated) or instruments to the Drag-Along Seller and the Drag-Along Sale is consummated, the Company shall cause the books and records of the Company to show that such Units are bound by the provisions of this Section 7.07 (b) and that such Units shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof. (c) The Drag-Along Seller shall have made acceptable arrangements a period of 120 days from the date of receipt of the Drag-Along Sale Notice to consummate the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Sale Notice, provided that, if such Drag-Along Sale is subject to regulatory approval, such 120-day period shall be extended until the expiration of five (5) Business Days after all such approvals have been received, but in no event later than 180 days following the date of receipt of the Drag-Along Sale Notice. If the Drag-Along Sale shall not have been consummated during such period, the Drag-Along Seller shall promptly return to each of the Other Members the limited power-of-attorney (and all copies thereof) and all certificates and other applicable instruments representing Units that such Other Members delivered for Transfer pursuant hereto, together with any other documents in the possession of the Drag-Along Seller executed by the Other Members in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Units owned by the Other Members shall again be in effect. (d) Concurrently with the transferee for consummation of the same per share Drag-Along Sale, the Drag-Along Seller shall give notice thereof to the Other Members, shall remit or cause to be remitted to each of the Other Members the total consideration to be paid to such Stockholder for such at the closing of the Drag-Along Sale (the cash portion of the Option as the transferee pays which is to be paid by wire transfer of immediately available funds in accordance with such Other Member’s wire transfer instructions) for the shares Units Transferred pursuant hereto and shall furnish such other evidence of Common Stock the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Other Members. (e) Notwithstanding anything contained in this Section 7.07, there shall be no liability on the part of the Drag-Along Seller to be purchased the Other Members (other than the obligation to return the limited power-of-attorney and the certificates (if then certificated) and other applicable instruments representing Units received by the transfereeDrag-Along Seller) if the Transfer of Units pursuant to this Section 7.07 is not consummated for whatever reason, reduced regardless of whether the Drag-Along Seller has delivered a Drag-Along Sale Notice. The decision to effect a Transfer of Units pursuant to this Section 7.07 by the aggregate option exercise price for Drag-Along Seller is in the transferred portion sole and absolute discretion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesDrag-Along Seller.

Drag-Along Rights. So long as this Agreement shall remain In the event the Manager approves a Transfer by assignment of all of the Membership Units of the Company to a third Person, or by merger, consolidation and/or reorganization with such third Person (in effectlieu of a sale of all or substantially all of the assets of the Company), if any of Vestar and its Affiliates receives an offer in connection therewith it is determined by the Manager that the Transfer is fair from a Third Party financial point of view to purchase all or any portion the Members (an “Approved Transfer of the outstanding shares of Common Stock Company”), the Members shall consent to and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior raise no objections to the requested Approved Transfer date by Vestar or such Affiliateof the Company and (i) if the Approved Transfer of the Company is structured as a sale of Membership Units, Transfer a pro rata number the Members shall agree to sell all of Securities beneficially owned by it to such Third Party their Membership Units on the terms and conditions approved by the Manager, and (ii) if the Approved Transfer of the offer so accepted Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all of the assets of the Company, including any Terminating Capital Transaction (and each Investor Members shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto). Each Member shall use his/her/its best efforts to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by Vestar or the Manager, including, but not limited to, the provision of reasonable and customary representations and warranties; provided, however, that no Member shall be required to incur any out-of-pocket expenses in connection with such AffiliateApproved Transfer of the Company which are not reimbursed by the Company; and provided, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements further that Vestar or such Affiliate, as the case may be, agrees no Member shall be required to make (except that, in the case of any representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each in connection with any Approved Transfer other Stockholder shall make the comparable than representations and warranties pertaining specifically as to itself); provided that (A) such Member's ownership of his/her/its Membership Unit(s) to be Transferred free and clear of all representations, warranties liens or other encumbrances and indemnities shall be made by Stockholders severally (B) such Member's power and not jointly and that the liability authority to effect such Approved Transfer. The obligations of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including Member with respect to the Approved Transfer of the Company are also subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount and nature of consideration for the Membership Unit(s) as all other holders of the same class of Membership Unit but taking into consideration the manner in which the Company distributes Net Cash From Sales or Refinancings and time assets as set forth in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of receipt thereof); and provided further that the first shares assets of Common Stock Transferred the Company were sold by the Company for an amount equal to such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Approved Transfer of any the Company and the amount such portion Member would receive if the resulting net proceeds were distributed to all of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisableMembers), and then any remaining Purchased Shares(ii) the price per Membership Unit shall be payable in cash or freely tradable securities.

Drag-Along Rights. So long as this Agreement shall remain in effect(a) If, if at any of Vestar and time following the Lock-up Period, North Bay (together with its Affiliates Permitted Transferees) receives an a bona fide offer from a Third Party Purchaser to purchase all consummate, in one transaction, or any portion a series of related transactions, a Change of Control (a “Drag-along Sale”), North Bay shall have the right to require that each other Shareholder (each, a “Drag-along Shareholder”) participate in such Transfer in the manner set forth in this Section 3.03; provided, however, that no Drag-along Shareholder shall be required to participate in the Drag-along Sale if the consideration for the Drag-along Sale is other than cash or registered securities listed on an established U.S. or foreign securities exchange. Notwithstanding anything to the contrary in this Agreement, each Drag-along Shareholder shall vote in favor of the outstanding shares of Common Stock transaction and such offer is accepted take all actions to waive any dissenters, appraisal or other similar rights. (b) North Bay shall exercise its rights pursuant to this Section 3.03 by Vestar or such Affiliate, as delivering a written notice (the case may be, then “Drag-along Notice”) to the Company and each other Stockholder hereby agrees that it will, if requested in writing not less Drag-along Shareholder no later than 15 days' 20 days prior to the requested Transfer closing date by Vestar or of such Affiliate, Transfer a pro rata Drag-along Sale. The Drag-along Notice shall make reference to North Bay’s rights and obligations hereunder and shall describe in reasonable detail: (i) the number of Securities beneficially owned Common Shares to be sold by it to such North Bay, if the Drag-along Sale is structured as a Transfer of Common Shares; (ii) the identity of the Third Party on Purchaser; (iii) the proposed date, time and location of the closing of the Drag-along Sale; (iv) the per share purchase price and the other material terms and conditions of the Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and (v) a copy of any form of agreement proposed to be executed in connection therewith. (c) If the Drag-along Sale is structured as a Transfer of Common Shares, then, subject to Section 3.03(d), each Drag-along Shareholder shall Transfer the number of shares equal to the product of (x) the number of Common Shares held by such Drag-along Shareholder and (y) a fraction (A) the numerator of which is equal to the number of Common Shares North Bay proposes to sell or transfer in the Drag-along Sale and (B) the denominator of which is equal to the number of Common Shares then held by North Bay. (d) The consideration to be received by a Drag-along Shareholder shall be the same form and amount of consideration per share of Common Shares to be received by North Bay (or, if North Bay is given an option as to the form and amount of consideration to be received, the same option shall be given) and the terms and conditions of such Transfer shall, except as otherwise provided in the offer so accepted by Vestar immediately succeeding sentence, be the same as those upon which North Bay Transfers its Common Shares. Each Drag-along Shareholder shall make or such Affiliate, as the case may be; including making provide the same representations, warranties, covenants, indemnities and agreements that Vestar as North Bay makes or such Affiliate, as provides in connection with the case may be, agrees to make Drag-along Sale (except that, that in the case of representations representations, warranties, covenants, indemnities and warranties agreements pertaining specifically to Vestar or such AffiliateNorth Bay, as the case may be, each other Stockholder Drag-along Shareholder shall make the comparable representations representations, warranties, covenants, indemnities and warranties agreements pertaining specifically to itself); provided that all representations, warranties warranties, covenants and indemnities shall be made by Stockholders North Bay and each Drag-along Shareholder severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, any indemnification provision or agreement) obligation shall be evidenced pro rata based on the consideration received by North Bay and each Drag-along Shareholder, in writings executed each case in an amount not to exceed the aggregate proceeds received by them North Bay and each such Drag-along Shareholder in connection with the transferee Drag-along Sale. (e) The fees and expenses of North Bay incurred in connection with a Drag-along Sale and for the benefit of all Shareholders (it being understood that costs incurred by or on behalf of North Bay for its sole benefit will not be considered to be for the benefit of all Shareholders), to the extent not paid or reimbursed by the Company or the Third Party Purchaser, shall be borne shared by each of them all the Shareholders on a pro rata basis, based on the aggregate consideration received by each Shareholder; provided that no Shareholder shall be obligated to make or reimburse any out-of-pocket expenditure prior to the consummation of the Drag-along Sale. (f) Each Shareholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including entering into agreements and provided further that delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by North Bay. (g) North Bay shall have 180 days following the date of the Drag-along Notice in which to consummate the Drag-along Sale, on the terms set forth in the Drag-along Notice (which such 180-day period may be extended for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). If at the end of such offer applicable period, North Bay has not completed the Drag-along Sale, North Bay may not then effect a transaction subject to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements this Section 3.03 without again fully complying with the transferee for the same per share consideration to be paid to such Stockholder for such portion provisions of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesthis Section 3.03.

Drag-Along Rights. So long (a) In the event that the Corporate Board and the holders of a majority of the voting power of all outstanding capital stock of the Corporation approve a Qualified Transaction (the “Approved Qualified Transaction”), each Member (each, a “Required Member”) agrees to Transfer all of such Required Member’s Units in connection with such Approved Qualified Transaction (the “Drag-Along Right”) for an amount of consideration per Unit equal (before taking into account any rights such Required Member may have under the Tax Receivable Agreement) to the amount of consideration to be received per share of Class A Common Stock by the holders thereof (the “Drag Price”), and otherwise with respect to such Units on the same terms and conditions as apply to the shares of Class A Common Stock in such Approved Qualified Transaction, with such modifications as are appropriate, as determined in good faith by the Manager, to reflect the fact that Units rather than shares of Class A Common Stock will be Transferred in the first instance by such Member. Such Transfer shall be structured in the sole discretion of the Manager and, without limitation to any other structure, the Manager will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Members to participate in such Approved Qualified Transaction to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided that, without limiting the generality of this Agreement shall remain sentence, the Manager will use its reasonable best efforts expeditiously and in effectgood faith to ensure that such Members may participate in each such Approved Qualified Transaction without being required to have their Common Units and shares of Class B Common Stock redeemed (or, if so required, to ensure that any such redemption shall be effective only upon, and shall be conditional upon, the closing of Vestar such Approved Qualified Transaction, or, as applicable, to the extent necessary to exchange the number of Common Units being repurchased). (b) The Corporation shall send written notice (the “Drag-Along Notice”) to the Company and its Affiliates receives an offer from a Third Party the Required Members at least thirty (30) days prior to purchase all or any portion the closing of the outstanding shares of Common Stock and Approved Qualified Transaction notifying them that such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing Required Members will be required to sell all (but not less than 15 days' all) of their Units in such sale (the “Drag-Along Amount”), and setting forth (i) a copy of the written proposal or agreement pursuant to which the Approved Qualified Transaction will be effected, (ii) the Drag Price, (iii) the terms and conditions of transfer and payment and (iv) the date and location of and procedures for selling the Units. In the event that the information set forth in the Drag-Along Notice changes from that set forth in the initial Drag-Along Notice, a subsequent Drag-Along Notice shall be delivered by the Corporation no less than seven (7) days prior to the requested Transfer date by Vestar closing of the Approved Qualified Transaction. Notwithstanding the foregoing, to the extent that any of the foregoing information to be included in the Drag-Along Notice is publicly available, the Corporation shall not be required to include such information in the Drag-Along Notice or such Affiliate, Transfer deliver a pro rata number of Securities beneficially owned by it subsequent Drag-Along Notice. Each Required Member shall thereafter be obligated to such Third Party sell their Units on the terms set forth in the Drag-Along Notice. (c) Upon receipt of a Drag-Along Notice, each Required Member receiving such notice shall be obligated to sell all of its Units in the Approved Qualified Transaction as contemplated by the Drag-Along Notice for the Drag Price, on the terms and conditions described in this Section 10.09, including by executing any document containing customary representations, warranties and agreements with respect to itself and its ownership of the offer so accepted by Vestar Units or such Affiliateshares of Class A Common Stock, as applicable, as requested by the case may be; including making Manager in connection with the same Approved Qualified Transaction, which representations, warranties, covenants, indemnities and agreements that Vestar or shall be substantially the same as those contained in any letter of transmittal to be executed by the holders of Class A Common Stock with such Affiliatemodifications as are appropriate, as determined in good faith by the case may beManager, agrees to make (except that, in reflect the case fact that Units rather than shares of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Class A Common Stock beneficially owned will be transferred by such other Stockholder are no less favorable than Required Member. The Company and each Member shall cooperate in good faith in connection with the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion consummation of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesApproved Qualified Transaction.

Drag-Along Rights. So long as this Agreement shall remain In the event there is Majority Approval of a Transfer of all of the Member Units and Interests of the Company or all or substantially all of its assets, and in effect, if any of Vestar and its Affiliates receives an offer connection therewith it is determined by Majority Approval that the Transfer is fair from a Third Party financial point of view to purchase all or any portion the Members (an “Approved Transfer of the outstanding shares of Common Stock Company”), the Members shall consent to and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior raise no objections to the requested Approved Transfer date by Vestar or such Affiliateof the Company and (i) if the Approved Transfer of the Company is structured as a sale of Member Units and Interests, Transfer a pro rata number the Members shall agree to sell all of Securities beneficially owned by it to such Third Party their Member Units and Interests on the terms and conditions approved by the Managing Member, (ii) if the Approved Transfer of the offer so accepted Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters’ rights of appraisal they may have under Delaware law, and (iii) if the Approved Transfer of the Company is structured as a sale of all or substantially all of the assets of the Company, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters’ rights of appraisal they may have under Delaware law. Each Member shall use its best efforts to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by Vestar or the Managing Member, including, but not limited to, the provision of reasonable and customary representations and warranties; provided, however, that no Member shall be required to incur any out-of-pocket expenses in connection with such AffiliateApproved Transfer of the Company which are not reimbursed by the Company; and provided, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements further that Vestar or such Affiliate, as the case may be, agrees no Member shall be required to make (except that, in the case of any representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each in connection with any Approved Transfer other Stockholder shall make the comparable than representations and warranties pertaining specifically as to itself); provided that (A) such Member’s ownership of its Member Units and Interests to be Transferred free and clear of all representations, warranties liens or other encumbrances and indemnities shall be made by Stockholders severally (B) such Member’s power and not jointly and that the liability authority to effect such Approved Transfer. The obligations of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including Member with respect to the Approved Transfer of the Company are also subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount and nature of consideration for the Member Units and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such Interests as all other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion holders of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion class of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested Member Units and exercisableInterests, and then any remaining Purchased Shares(ii) the price per Member Unit and Interest shall be payable in cash or freely tradable securities.

Drag-Along Rights. So long as this Agreement shall remain in effect(a) Except for any Permitted Transfer and any proposed Transfer governed by Section 5.04, if any Drag-Along Member Group desires to make a Transfer of Vestar all of the Membership Interests held in the aggregate by such Drag-Along Member Group to any third party (collectively, a “Drag-Along Transferee”) in a bona fide, arm’s length transaction or series of related transactions, such Drag-Along Member Group shall have the right (a “Drag-Along Right”), upon the terms and subject to the conditions of this Section 5.02, to require the other Members to Transfer all of the Units held by such other Members to such Drag-Along Transferee; provided, however, that, if desirable to the Drag-Along Member Group exercising Drag-Along Rights, in lieu of a Transfer of Units, the Drag-Along Rights may be exercised to cause the sale of all or substantially all of the assets of the Company. Subject to Section 5.02(b), each Member shall Transfer all of the Units it is required to Transfer in connection with the valid exercise of Drag-Along Rights by a Drag-Along Member Group on the same terms and conditions applicable to, and for the same type and per Unit amount of consideration (which shall be specified, together with other material terms and conditions, in the Drag-Along Notice (as defined below)) payable to, each member of the Drag-Along Member Group (a “Drag-Along Sale”). (b) In connection with a Drag-Along Sale, each Member subject thereto shall execute such documents, and make such customary representations, warranties (but only to the extent such representations and warranties relate to such Member’s ownership of Units and its Affiliates receives an offer from a Third Party authority to purchase all or any portion of the outstanding shares of Common Stock execute such documents), covenants and such offer is accepted by Vestar or such Affiliateindemnities, as are (and when) executed and made by the case may beapplicable Drag-Along Member Group; provided that (i) any such indemnification or similar obligations shall be apportioned pro rata among the Members participating in the Drag-Along Sale based on the net proceeds received by them, then other than with respect to representations made individually by a Member (e.g., representations as to title or authority or representations qualified by the individual knowledge of such Member) and (ii) no such Member shall be required to furnish or agree to any covenant not to compete. In connection with a Drag-Along Sale, each Member subject thereto shall also (i) consent to and raise no objections against the Drag-Along Sale or the process pursuant to which the Drag-Along Sale was arranged, (ii) waive any dissenter’s rights and other Stockholder hereby agrees that it willsimilar rights, if any, (iii) take all actions reasonably required or desirable or requested in writing not less than 15 days' prior by the Drag-Along Member Group to the requested Transfer date by Vestar or consummate such AffiliateDrag-Along Sale, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on (iv) comply with the terms of the offer so accepted documentation relating to such Drag-Along Sale and (v) use commercially reasonable efforts to cause any Representative designated by Vestar or such AffiliateMember to facilitate and take, as and cause the case may be; including making Company to facilitate and take, the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, actions described in the case foregoing clauses (i) through (iv). (c) The rights set forth in this Section 5.02 shall be exercised by the Drag-Along Member Group giving written notice (the “Drag-Along Notice”) to the other Members, at least thirty (30) days prior to the date of representations the consummation of the proposed Drag-Along Sale. Each Drag-Along Notice shall set forth: (i) the number of Units to be Transferred by each Member subject to the Drag-Along Sale and warranties pertaining specifically the per Unit purchase price and form of consideration that the Drag-Along Transferee has offered to Vestar pay therefor, (ii) the name and address of the Drag-Along Transferee and (iii) all other material terms and conditions of such proposed Transfer, including the expected closing date. Pending consummation of the Drag-Along Sale, the Drag-Along Member Group shall promptly notify each other Member of any changes in the proposed timing for the Drag-Along Sale and any other material developments in connection therewith. (d) Each Member shall be obligated to pay his or such Affiliateits pro rata share (based on the Member’s Ownership Percentage) of the expenses incurred by the Members in connection with the Drag-Along Sale for the benefit of all Members, as it being understood that costs incurred by or on behalf of a Member for its or his sole benefit will not be considered costs of the case may beDrag-Along Sale. (e) At the closing of any Drag-Along Sale, each Member subject thereto shall (i) deliver its Units, free and clear of all Encumbrances (other Stockholder shall make than restrictions imposed by the comparable representations governing documents of the Company and warranties pertaining specifically to itselfsecurities laws); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned Drag-Along Transferee against payment to such Member of the consideration therefor by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided Drag-Along Transferee specified in the case of a Transfer of any Drag-Along Notice and (ii) execute and deliver, if necessary, such portion of documents in accordance with this Section 5.02 as are necessary or appropriate to consummate and make effective the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesDrag-Along Sale.

Drag-Along Rights. So long (a) Subject to Section 14.4(e), at any time prior to a Chrysler IPO, except as this Agreement shall remain in effectmay be limited by Law, if any holders of Vestar at least 75% of the Outstanding Membership Interests, including Fiat (the “Electing Members”), determine to Transfer, in a single transaction or series of related transactions, to a third party or parties other than a Controlled Affiliate of Fiat (the “Drag-Along Buyer”), Membership Interests in an amount equal to a majority of all Outstanding Membership Interests of the Company, such holders may require all of the other Members (the “Non-Electing Members”) to Transfer their Membership Interests as of such date in such transaction (by merger or otherwise), to the Drag-Along Buyer, for the same consideration per one percent (1%) fully diluted Membership Interest (determined based on the percentage of the relevant Members Total Interest and its Affiliates receives an offer from not the number of units) and on the same terms and conditions as the Electing Members, subject to the provisions of this Section 14.4 (the “Compelled Sale”); provided, however, that no Non-Electing Member may be required to sell a Third Party to purchase all or any portion greater percentage of the outstanding shares Membership Interests held by him, her or it than the percentage of Common Stock and such offer is accepted outstanding Membership Interests being Transferred by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it willElecting Members. (b) The Company, if requested instructed in writing by any Electing Member, shall send written notice (the “Compelled Sale Notice”) of the exercise of the rights pursuant to this Section 14.4 to each of the Non-Electing Members setting forth the consideration per one percent (1%) fully diluted Membership Interest (determined based on the percentage of the relevant Members Total Interest and not less than 15 days' prior the number of units) to be paid pursuant to the requested Transfer date by Vestar Compelled Sale and the other terms and conditions of the transaction. Each Non-Electing Member, upon receipt of the Compelled Sale Notice, will be obligated to (i) vote its Membership Interests of the Company in favor of such Compelled Sale at any meeting of Members of the Company called to vote on or approve such AffiliateCompelled Sale (or any written consent solicited for such purpose), Transfer a pro rata number (ii) sell all of Securities beneficially owned by it its Membership Interests of the Company, and participate in the Compelled Sale and (iii) otherwise take all necessary action, including, without limitation, expressly waiving any dissenter’s rights or rights of appraisal or similar rights, providing access to such Third Party on documents and records of the Company, entering into an agreement reflecting the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees Compelled Sale (although Non-Electing Members shall not be required to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all provide representations, warranties and indemnities other than concerning each such Member’s valid ownership of its Membership Interests of the Company free of all Liens, and each such Member’s authority, power and right to enter into and consummate the Compelled Sale without violating any other agreement), surrendering certificates, cooperating in obtaining any applicable Governmental Approval and otherwise to cause the Company to consummate such Compelled Sale. Any such Compelled Sale Notice may be rescinded by the Electing Members by delivering written notice thereof to the Company and all of the Non-Electing Members. (c) The obligations of the Non-Electing Members pursuant to this Section 14.4 are subject to the satisfaction of the following conditions: (i) In the event that the Non-Electing Members are required to provide any representations, warranties or indemnities in connection with the Compelled Sale (other than representations, warranties and indemnities concerning each such Member’s valid ownership of its Membership Interests of the Company free of all Liens, and each such Member’s authority, power and right to enter into and consummate the Compelled Sale without violating any other agreement), then, each such Member (A) will not be liable for more than the lesser of (x) its pro rata share of such indemnification payments (based upon the total consideration received by such Member divided by the total consideration received by all sellers in such Compelled Sale) and (y) the total proceeds actually received by such Member as consideration for its Membership Interests in such Compelled Sale, and (B) such liability shall be made by Stockholders severally several and not jointly and joint with any other Person. (ii) In the event that the liability Electing Members are required to provide representations, warranties or indemnities in connection with the Compelled Sale (other than representations, warranties or indemnities concerning valid ownership of Stockholders (whether pursuant its Membership Interests of the Company free of all Liens, and authority, power and right to a representation, warranty, covenant, indemnification provision or enter into and consummate the Compelled Sale without violating any other agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that Electing Members are required to indemnify the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than party or parties transacting with the terms of such offer applicable Company in the Compelled Sale, then, to the Common Stock beneficially owned by Vestar extent such indemnification is not attributable to gross negligence or such Affiliate, as the case may be, and their respective Affiliates (including bad faith with respect to representations, warranties or indemnities, each Non-Electing Member shall contribute to the extent of the lesser of (x) its pro rata share of such indemnification payments (based upon the total consideration received by such Member divided by the total consideration received by all sellers in such Compelled Sale) and (y) the total proceeds actually received by such Member as consideration for its Membership Interests of the Company in such Compelled Sale. In any such event, such liability shall be several and not joint with any other Person. Each Non-Electing Member shall have full access to any and all evidences or documents related to any such indemnification. (iii) If any Member is given an option as to the form and amount and nature of consideration to be received, each other Member shall be given the same option. (d) Each Member shall be obligated to pay his, her or its pro rata share of the expenses incurred in connection with a consummated Compelled Sale to the extent such costs are incurred for the benefit of all Members and time are not otherwise paid by the Company or the acquiring party (costs incurred by or on behalf of receipt thereofa Member for his, her or its sole benefit will not be considered costs of the transaction hereunder); and provided further . (e) If any Member fails to Transfer to the Drag Along Buyer its Membership Interests to be sold pursuant to this Section 14.4, each Member agrees that the first shares Board of Common Stock Directors shall cause such Membership Interests to be Transferred by to the Drag Along Buyer on the Company’s books in consideration of the purchase price, and such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such Drag Along Member’s pro rata portion of the Options that purchase price may be held in escrow, without interest, until such time as he, she or it takes such actions as the Company shall have made acceptable arrangements Board of Directors may request in connection with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharestransaction.

Drag-Along Rights. So long as this Agreement shall remain in effect, if any of Vestar and its Affiliates receives an offer from If the Members holding a Third Party to purchase all or any portion majority of the outstanding shares Units (“Majority Selling Group”) elect to consummate a sale of Common Stock all of the Units or equity interests in the Company to any independent third party (each such transaction referred to as a “Company Unit Sale”), the Majority Selling Group shall notify the other Members in writing of such Company Unit Sale. Upon request by the Majority Selling Group, the Members will consent to and raise no objections to the proposed transaction, and will take all other actions reasonably necessary or desirable to cause the consummation of such offer is accepted Company Unit Sale on the terms proposed by Vestar the Majority Selling Group. The obligations of the Members pursuant to this Section 8.6 with respect to a Company Unit Sale are subject to the following conditions: (x) the consideration payable upon consummation of such Company Unit Sale to all of the Members shall be allocated among the Members according to their ownership of Units, and (y) upon the consummation of the Company Unit Sale, all of the Members shall receive the same form of consideration per Unit, or such Affiliate, as the case may beif there are classes of Units, then each other Stockholder hereby class shall receive the same form of consideration per Unit. Each Member agrees to be bound by agreements with respect to indemnification obligations, amounts paid into escrow, amounts subject to holdbacks or amounts subject to post-closing purchase price adjustments, and agreements to appoint representatives; provided, that it willany such indemnification, if requested in writing not less than 15 days' prior escrow, holdback and adjustment obligations undertaken by any Member (A) shall be proportional to the requested Transfer date by Vestar or share of the purchase price paid in connection with such Affiliate, Transfer a pro rata number of Securities beneficially owned by it Company Unit Sale that is allocable to such Third Party on Member and (B) shall not exceed the terms total amount of the offer so accepted consideration received by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or Member in connection with such Affiliate, as the case may be, agrees to make Company Unit Sale (except that, in the case of with respect to representations and warranties pertaining specifically relating solely to, or covenants entered into solely by, such Member, including representations as to Vestar title to Units or such Affiliate, as any non-compete). To the case may beextent that a Member does not take any actions when requested by the Manager pursuant to this Section 8.6, each other Stockholder shall make such Member hereby constitutes and appoints the comparable representations members of the Majority Selling Group as such Member’s true and warranties pertaining specifically lawful attorney-in-fact and authorizes the attorney-in-fact to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them execute on a pro rata basis; and provided further that the terms behalf of such offer applicable to Member any Common Stock beneficially owned by such other Stockholder are no less favorable than and all documents and instruments which the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, attorney-in-fact deems necessary and their respective Affiliates (including appropriate in connection with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements Unit Sale. The foregoing power of attorney is irrevocable and is coupled with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesan interest.

Drag-Along Rights. So long as this Agreement shall remain in effect, if any of Vestar and its Affiliates receives an offer from Members holding a Third Party to purchase all or any portion majority of the outstanding shares Percentage Interest in the Company, together with other Members who, together with the foregoing Members hold a majority of Common Stock and such offer is accepted by Vestar or such Affiliate, Percentage Interest in the Company (the foregoing Members are collectively referred to herein as the case “Majority Members”) may beat their option at any time require the other Members (the “Minority Members”) to sell all of their Units to a buyer in a single transaction, then but only if the aggregate Fair Market Value of the consideration in such transaction to be received by each other Stockholder Minority Member is greater than or equal to the Deemed Unit Value of all of the Units held by each such Minority Member at the time of such transaction. The Majority Members are hereby agrees authorized to market the Company for sale. In order to exercise the foregoing right, the Majority Members shall jointly issue a written notice (a “Drag Along Notice”) signed by each Majority Member to each of the Minority Members advising the Minority Members that it they are exercising their rights under this Section 8.10, and information describing the sales transaction, including the nature and value of the consideration of to be paid to each Member, the time of closing, the identity of the Buyer, and copies of any purchase and sale agreement or letter of intent to the extent that such an agreement or letter has been executed. Upon receipt of a Drag Along Notice, the Minority Members shall be obligated to sell their Units pursuant to the transaction referred to therein. The total consideration for all of the Units pursuant to the foregoing transaction shall be divided and apportioned among the Members pro rata in accordance with each Member’s Pro Forma Liquidation Amount. The Minority Members agree that they shall vote or cause a vote to be made (as Members of the Company) in favor of any such Company action as may be necessary or convenient for the taking of such action to approve the transactions contemplated under this Section and will, if requested in writing not less than 15 days' prior upon request from the Majority Members, provide to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it Majority Members an irrevocable proxy to such Third Party on vote the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities Minority Members’ Units. Sections 8.06 and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, 8.07 shall not apply in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case issuance of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesDrag Along Notice.

Drag-Along Rights. So long (a) If a Class A Member or group of Class A Members holding, in the aggregate, 50% or more of the issued and outstanding Units (the “Drag-Along Initiating Sellers”) propose to consummate a Transfer of at least 50% of the issued and outstanding Units or all or substantially all of the assets of the Company to an Unrelated Party (including in connection with a Sale Transaction, each a “Drag-Along Sale”), then such Members shall have the right (the “Drag-Along Right”) to require each other Member (each, a “Drag-Along Seller”) to sell the Drag-Along Portion of such Member’s Units (or support such sale of all or substantially all assets) in such Drag-Along Sale for the same form and amount of consideration (and with the same rights to elect certain forms and amounts of consideration) and on the same terms and conditions as such Drag-Along Initiating Sellers (including customary representations, covenants, indemnities and agreements). As used in this Agreement Section 3.5, “Drag-Along Portion” means with respect to any Drag-Along Seller, the same percentage of Class A Units owned by such Drag-Along Seller as is equal to the percentage of Class A Units held by the Drag-Along Initiating Seller that is being Transferred pursuant to such Drag-Along Sale. In the event that the Class A Members exercise the option set forth in this Section 3.6, each other Member shall remain further be required to (i) consent to and raise no objections to such Drag-Along Sale, (ii) waive any appraisal rights which it may have in effectconnection therewith, (iii) make the same representations and warranties as the selling Members, including with respect to broker’s fees, non-contravention, such Member’s authority to consummate such sale and its title to the Units being sold and (iv) take all other actions reasonably necessary or desirable to cause the consummation of such Drag-Along Sale. In connection with a Drag-Along Sale pursuant to this Section 3.6, (A) the liability for indemnification and purchase price adjustments, if any of Vestar any, for each Drag-Along Initiating Seller and its Affiliates receives an offer from a Third Party to purchase all or Drag-Along Seller shall be several, not joint (except in the event that any portion of the outstanding shares of Common Stock and consideration respecting such offer sale is accepted deposited into escrow or subject to a holdback arrangement, which escrow or holdback arrangements shall be funded in pro rata accordance with the sale proceeds actually received by Vestar such Drag-Along Initiating Seller or such AffiliateDrag-Along Seller, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior such Drag-Along Sale (assuming all escrow or holdback amounts are distributed to the requested Transfer date by Vestar or such Affiliatesellers)), Transfer a and shall be pro rata number of Securities beneficially owned in accordance with the sale proceeds actually received by it to such Third Party on the terms of the offer so accepted by Vestar Drag-Along Initiating Seller or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such AffiliateDrag-Along Seller, as the case may be, agrees in such Drag-Along Sale (assuming all escrow or holdback amounts are distributed to make the sellers) and (except that, B) the total liability of each Drag-Along Initiating Seller and each Drag-Along Seller (other than in the case of representations and warranties pertaining specifically to Vestar fraud by such Drag-Along Initiating Seller or such AffiliateDrag-Along Seller, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreementapplicable) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect limited to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred sales proceeds actually received by such Drag-Along Initiating Seller or Drag-Along Seller from such Drag-Along Sale. Notwithstanding anything to the contrary contained herein, in no event shall any Member be required, as a condition of participating in such Transfer, to (1) agree to any non-competition covenant, employee non-solicit covenant or other Stockholder must be Vested Purchased Shares until similar agreement restricting the business operations of the Member or any of its Affiliates or Approved Funds as a condition of participating in such Transfer (other Stockholder owns no more Vested Purchased Sharesthan customary confidentiality obligations), then (2) provide a release in any capacity other than such Member’s capacity as a Member, (3) amend, waiver or terminate any agreements (other than investment related agreements) and (4) make any capital commitment or indemnify or contribute any amount in excess of the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held net cash amount received by such other Stockholder that are then vested and exercisable (provided Member in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesDrag-Along Sale.

Drag-Along Rights. So long (a) If the Manager approves a Sale of the Company, each Member shall vote for, consent to and raise no objections against such Sale of the Company (to the extent such Member has voting or consenting rights). If the Sale of the Company is structured as this Agreement a (i) merger or consolidation, each Unitholder shall remain waive any dissenters rights, appraisal rights or similar rights in effectconnection with such merger or consolidation or (ii) sale of Units, if any of Vestar and its Affiliates receives an offer from a Third Party each Member shall agree to purchase sell all or any the pro rata portion of the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, (as the case may be) of his, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior her or its Units and rights to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party acquire Units on the terms and conditions approved by the Manager. Each Member shall bear their pro-rata portion (based upon respective Membership Interests) of any escrows or holdbacks. Each Member shall also take all necessary or desirable actions in connection with the consummation of the offer so accepted Sale of the Company as requested by Vestar the Manager, including, without limitation, executing written consents of members, proxies, registration statements, letters of transmittal, purchase agreements providing for the distribution of net proceeds in accordance with Section 9.3, escrow agreements and assignments (or such Affiliatesimilar instruments of conveyance). Each Member hereby constitutes and appoints the Manager and any Officer, and each of them, with full power of substitution, (y) as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms proxies of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such AffiliateMember, as the case may be, and their respective Affiliates (including with respect to the amount matters set forth in this Section 6.1, and nature hereby authorizes each of consideration and time them to vote all of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then Units held by such other Stockholder that Member in a manner which is consistent with the terms and provisions of this Section 6.1, and (z) as such Member’s true and lawful attorney, in such Member’s name, place and stead, to execute any agreements or documents required to be executed by such Member, pursuant to this Section 6.1. The proxy and grant of power of attorney granted pursuant to clause (y) and clause (z) of this Section 6.1 are then vested and exercisable (provided given in the case of a Transfer of any such portion consideration of the Options that agreements and covenants of the Company shall have made acceptable arrangements and the Member in connection with the transferee for the same per share consideration to transactions contemplated by this Agreement and, as such, are coupled with an interest and shall be paid irrevocable unless and until this Agreement terminates or expires in accordance with its terms. Each Member hereby revokes any and all previous proxies or powers of attorney with respect to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesMember’s Units.

Drag-Along Rights. So long as this Agreement shall remain (a) If (i) the Trimaran Group (the “Selling Stockholders”) agree to Transfer, in effectany single or series of related transactions, if any of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion greater than fifty percent (50%) of the outstanding aggregate number of the shares of Common Company Stock held by the Selling Stockholders to a non-affiliated third party or (ii) the Selling Members (as defined in the LLC Agreement) exercise drag-along rights pursuant to Section 8.04 of the LLC Agreement (an “LLC Drag”, and such offer is accepted by Vestar or such Affiliate(i) and (ii) collectively, as “Drag-Along Transfers”), the case Selling Stockholders may beexercise drag-along rights in accordance with the terms, then conditions and procedures set forth herein. (b) Trimaran shall promptly give notice (a “Drag-Along Notice”) to each other Stockholder hereby agrees that it will(the “Drag-Along Stockholder”) of any election by the Selling Stockholders to exercise their drag-along rights under this Section 5.1, if requested setting forth the name and address of the transferee, the total number of shares of Company Stock proposed to be Transferred by the Selling Stockholders (or Membership Units by the Selling Members in writing not less than 15 days' prior the case of a LLC Drag), the proposed amount and form of consideration for such shares of Company Stock (or Membership Units, in the case of a LLC Drag), and all other material terms and conditions of the Drag-Along Transfer. Such notice shall also specify the number of shares of Company Stock such Drag-Along Stockholder shall be required to transfer, up to such Drag-Along Stockholder’s Pro Rata Portion of shares of Company Stock. Any transfer of Company Stock by a Drag-Along Stockholder pursuant to the requested terms hereof shall be at the price per share of Company Stock specified in the Drag-Along Notice (or in the case of a LLC Drag, at the Company Stock Equivalent Price). Within ten (10) days of the Drag-Along Notice, each Stockholder (other than members of the Trimaran Group) shall deliver to Trimaran (i) any certificates representing the shares subject to the Drag-Along Transfer, duly endorsed, to be held in escrow pending the Drag-Along Transfer date by Vestar and (ii) a limited power of attorney authorizing the Selling Stockholder to sell or such Affiliate, Transfer a pro rata otherwise dispose of the applicable number of Securities beneficially owned by it such Stockholder’s shares of Company Stock. (c) Each Drag-Along Stockholder must agree (i) to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making make the same representations, warranties, covenants, indemnities and agreements as made by the Selling Stockholders (or Selling Members, in the LLC Drag) in connection with the Drag-Along Transfer (other than any non-competition or similar agreements or covenants that Vestar would bind the Drag-Along Stockholder or its Affiliates), and (ii) to the same terms and conditions to the transfer as the Selling Stockholders agree. Notwithstanding the foregoing, however, all such Affiliaterepresentations, warranties, covenants, indemnities and agreements shall be made by each Selling Stockholder (or Selling Member, in the case of a LLC Drag) and Drag-Along Stockholder severally and not jointly and any liability for breach of any such representations and warranties related to the Company shall be allocated among each Selling Stockholder (or Selling Member, in the case of a LLC Drag) and Drag-Along Stockholder pro rata based on the relative number of shares of Company Stock Transferred by each of them (which in the case of a LLC Drag, shall be determined by the Board of Directors taking into account the relative capitalizations of the Company and Trimaran), and the aggregate amount of liability for each such Selling Stockholder (or Selling Member in the case of a LLC Drag) and Drag-Along Stockholder shall not exceed the U.S. dollar value of the total consideration to be paid by the Transferee to such Selling Stockholder (or Selling Member, in the case of a LLC Drag) and Drag-Along Stockholder, respectively. (d) In the event that any transfer pursuant to this Section 5.1 is structured as a merger, consolidation, or similar business combination, each Drag-Along Stockholder must further agree to (i) vote in favor of the transaction, (ii) take such other action as may be required to effect such transaction, and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. In the event that any transaction that is subject to a LLC Drag is structured as a merger, consolidation, or similar business combination, each Selling Stockholder agrees to Transfer its Pro Rata Portion of shares of Company Stock in connection with such transaction. (e) Solely for purposes of Section 5.1(d) and in order to secure the performance of each Stockholder’s obligations under Section 5.1(d), each Stockholder hereby irrevocably appoints Trimaran as its the attorney-in-fact and proxy of such Stockholder (with full power of substitution) to vote, provide a written consent or take any other action with respect to its shares of Company Stock as described in this paragraph if, and only in the event that, such Stockholder fails to vote or provide a written consent with respect to its shares of Company Stock in accordance with the terms of Section 5.1(d)(i) or fails to take any other action in accordance with the terms of Section 5.1(d)(ii) or Section 5.1(d)(iii) (each such Stockholder, a “Breaching Drag-Along Stockholder”) within three (3) days of a request for such vote, written consent or action. Upon such failure, Trimaran shall have and is hereby irrevocably granted a proxy to vote or provide a written consent with respect to each such Breaching Drag-Along Stockholder’s shares of Company Stock for the purposes of taking the actions required by Section 5.1(d). Each Stockholder intends this proxy to be, and it shall be, irrevocable and coupled with an interest, and each Stockholder shall take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revoke any proxy previously granted by it with respect to the matters set forth in Section 5.1(d) with respect to the shares of Company Stock owned by such Stockholder. (f) If any Drag-Along Stockholder fails to transfer to the Drag-Along Buyer the shares of Company Stock to be sold pursuant to this Section 5.1, the Selling Stockholders may, at their option, in addition to all other remedies they may have, deposit the purchase price (including any promissory note constituting all or any portion thereof) for such shares of Company Stock with any national bank or trust company having combined capital, surplus and undivided profits in excess of $500 million (the “Escrow Agent”), and thereupon all of such Drag-Along Stockholder’s rights in and to such shares of Company Stock shall terminate. Thereafter, upon delivery to the Company by such Drag-Along Stockholder of appropriate documentation evidencing the transfer of such shares of Company Stock to the drag-along Transferee, the Selling Stockholders shall instruct the Escrow Agent to deliver the purchase price (without any interest from the date of the closing to the date of such delivery, any such interest to accrue to the Company) to such Drag-Along Stockholder. (g) Notwithstanding anything to the contrary, each Stockholder holding vested Options to acquire Common Stock (including any Exchange Options, other vested Options and Options that would vest upon the consummation of the Drag-Along Transfer) agrees to provide to Trimaran, upon delivery of the Drag-Along Notice, an irrevocable commitment to exercise vested Options exercisable into a number of shares of Common Stock equal to (x) such Stockholder’s Pro Rata Portion of shares of Company Stock, less (y) the number of shares of Common Stock held by such Stockholder (which are to be included in the applicable Drag-Along Transfer); provided that if any vested Options or Options that would vest upon consummation of the Drag-Along Transfer, which a Stockholder is otherwise obligated to exercise pursuant to the foregoing, are not “in the money,” such Stockholder shall not be obligated to exercise such Options for cash; provided however, that any such “out of the money” options required to be included in such Drag-Along Transfer pursuant to the forgoing shall be cancelled without any consideration paid therefor and be deemed included in such Drag-Along Transfer; provided, further, however that a Stockholder shall be obligated to include and exercise all “in the money” Options held by such Stockholder prior to including any “out of the money” Options for purposes of determining which Options are required to be exercised and included in such Drag-Along Transfer). (h) Any Transfer of shares of Company Stock by Trimaran or Membership Units by the Trimaran Funds in each case subject to Drag-Along Transfers may be structured as an auction and may be initiated by the delivery to the Company and the other Stockholders of a written notice that Trimaran or the Trimaran Funds, as the case may be, agrees has elected to make (except that, in initiate an auction sale procedure. Trimaran or the case of representations and warranties pertaining specifically to Vestar or such AffiliateTrimaran Funds, as the case may be, shall be entitled to take all steps reasonably necessary to carry out an auction of the Company and its Subsidiaries, including, without limitation, selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the winning bidder and negotiating the requisite documentation. The Company and each other Stockholder shall make provide assistance with respect to these actions as reasonably requested. (i) Any transaction costs, including transfer taxes and legal, accounting and investment banking fees incurred by the comparable representations Company and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made Trimaran in connection with a Transfer of shares of Company Stock covered by Stockholders severally and not jointly and that the liability of Stockholders this Section 5.1 (whether including pursuant to a representationclause (h) above) shall, warrantyunless the applicable purchaser refuses, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each the Company (or the LLC, as applicable) in the event of them a merger, consolidation or sale of assets and shall otherwise be borne by the Stockholders on a pro rata basis; and provided further that basis based on the terms of such offer applicable to any Common Stock beneficially owned consideration received by such other each Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharestransaction.

Drag-Along Rights. So long as this Agreement shall remain in effect(a) Subject to Section 2.5, if any of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion Shareholders holding, in the aggregate, at least 65 percent of the outstanding shares Common Shares (the “Selling Shareholders”) agree to enter into a transaction which would result in the Transfer of Common Stock and such offer is accepted all the Shares owned by Vestar or such Affiliatethe Selling Shareholders to a non-Affiliate third party (the “Drag-Along Buyer”), as the case Selling Shareholders may be, then deliver written notice (a “Drag-Along Notice”) to each other Stockholder hereby agrees Shareholder (the “Drag-Along Shareholders”), stating that it willsuch Selling Shareholders wish to exercise their rights under this Section 4.3 with respect to such Transfer, if requested in writing and setting forth the name and address of the Drag-Along Buyer, the number of Shares proposed to be Transferred, the proposed amount and form of the consideration, and all other material terms and conditions offered by the Drag-Along Buyer. (b) Upon delivery of a Drag-Along Notice, each Drag-Along Shareholder shall be required to Transfer all, but not less than 15 days' prior all, of its Shares, upon the same terms and conditions (including, without limitation, as to price, time of payment and form of consideration) as agreed by the Selling Shareholders and the Drag-Along Buyer, and shall make to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same Drag-Along Buyer representations, warranties, covenants, indemnities and agreements comparable to those made by the Selling Shareholders in connection with the Transfer (other than any non-competition or similar agreements or covenants that Vestar would bind the Drag-Along Shareholder or such Affiliateits Affiliates), and shall agree to the same conditions to the Transfer as the case may beSelling Shareholders agree, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided it being understood that all such representations, warranties warranties, covenants, indemnities and indemnities agreements shall be made by Stockholders each Selling Shareholder and each Drag-Along Shareholder severally and not jointly and that that, except with respect to individual representations, warranties, covenants, indemnities and other agreements of the Drag-Along Shareholder as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares, the aggregate amount of the liability of Stockholders the Drag-Along Shareholder shall not exceed either (whether i) such Drag-Along Shareholder’s pro rata portion of any such liability, to be determined in accordance with such Drag-Along Shareholder’s portion of the total number of Shares included in such Transfer or (ii) the proceeds to such Drag-Along Shareholder in connection with such Transfer. (c) In the event that any such Transfer is structured as a merger, amalgamation, consolidation, or similar business combination, each Drag-Along Shareholder agrees to take all Necessary Action to approve the same, including to (i) vote in favor of the transaction, (ii) take such other action as may be required to effect such transaction (subject to Section 4.3(b)) and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If any Shareholder fails to vote its Voting Shares or to provide a written consent in accordance with the terms of Section 4.3 (each such Shareholder, a “Breaching Drag-Along Shareholder”), the Shareholders and the Company shall take all Necessary Action as is necessary to convene a general meeting or to circulate written resolutions, the purpose of which will be to propose for approval of the Shareholders such actions as are necessary in order to ensure compliance with the provisions of Section 4.3. (e) Solely for purposes of this Section 4.3 and in order to secure the performance of each Shareholder’s obligations under this Section 4.3, each Shareholder hereby: (i) appoints each Drag-Along Proxy Holder (as defined in Section 4.3(f)) acting severally: the attorney-in-fact of such Shareholder (with full power of substitution) for the purpose of signing written resolutions circulated pursuant to Section 4.3(d) on behalf of such Shareholder; and (ii) agrees on the date hereof to grant a representationproxy to each Drag-Along Proxy Holder for the purpose of voting the Voting Shares held by such Shareholder at a general meeting convened pursuant to Section 4.3(d). Each Shareholder acknowledges and agrees that the power of attorney granted by such Shareholder pursuant to this Section 4.3(d) is coupled with an interest and is irrevocable, warranty, covenant, indemnification provision or agreementand that the proxy to be granted pursuant to this Section 4.3(d) shall be evidenced in writings executed by them and the transferee coupled with an interest and shall be borne irrevocable. (f) For purposes of Section 4.3, each “Drag-Along Proxy Holder” shall be an individual nominated for this purpose by each of them on a pro rata basis; and provided further that the terms of such offer applicable Selling Shareholders. (g) Each Shareholder agrees to any Common Stock beneficially owned by take all Necessary Action, including to execute such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliateinstruments, as may be necessary to effect the case may beappointment of attorneys-in-fact and proxies pursuant to this Section 4.3, and their respective Affiliates (including each Drag-Along Breaching Shareholder hereby revokes any power of attorney or proxy previously granted by it with respect to the amount matters set forth in Section 4.3 for purposes of, respectively, any written resolutions circulated or any general meeting convened pursuant to Section 4.3(d). Notwithstanding the foregoing, the power of attorney and nature the proxy granted pursuant to this Section 4.3 shall terminate upon the termination of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided Article IV in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements accordance with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesits terms.

Drag-Along Rights. So long as this Agreement shall remain in effect, if any of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion of the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior (i) Subject to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number provisions of Securities beneficially owned by it to such Third Party on the terms Section 13.12 ("Right of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except thatFirst Offer"), in the case event that at any time any Kelso Member (A) proposes to Transfer Interests or Special Membership Interests in the Company, other than any Transfer to an Affiliate of representations Xxxxx, and warranties pertaining specifically such Interests or Special Membership Interests would represent, together with all Interests and Special Membership Interests previously Transferred by the Xxxxx Members, more than 75% of the aggregate Interests and Special Membership Interests, taken together, held by the Kelso Members or (B) desires to Vestar or such Affiliateeffect an Exit Event, as the case may beXxxxx Members shall have the right (the "Drag-Along Right"), upon written notice to the other Members, to require that each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a Member join pro rata basis; and provided further that in such sale on substantially the same terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to representations, warranties and indemnification) as the amount selling Xxxxx Members, provided, however, that any representations and nature warranties relating specifically to any Member shall only be made by that Member and any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of consideration and time of receipt thereof)the proposed purchaser; and provided further provided, further, however, that the first shares form or forms of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid received by Xxxxx or any Xxxxx Member in connection with the proposed sale may be different from that received by the other Members so long as the value of the consideration to such Stockholder be received by Xxxxx or any Kelso Member is the same or less (with respect to each of the Interests and Special Membership Interests being sold) than what they would have received had they received the same form or forms of consideration as the other Members (as reasonably determined by the Board in good faith). Notwithstanding the foregoing, the Kelso Members shall not be permitted to exercise the Drag-Along Right for a period of 18 months following the date hereof (the "Xxxxx Restriction Period") unless (x) the Company or any of its Subsidiaries is in default under any Financing Document or (y) for any fiscal quarter, in the good faith reasonable judgment of the Board, the Company and its Subsidiaries have failed to meet or exceed 75% of targeted EBITDA (as set forth in most recently business plan approved by the Board) for such portion period as set forth in the most recent business plan approved by the Board for such period. For purposes of this Section 13.10, for each Member, "joining the Xxxxx Members in such sale" shall include voting its Interests consistently with the Xxxxx Members, transferring its Interests or Special Membership Interests to a corporation organized in anticipation of such sale in exchange for capital stock or other securities of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Xxxxx Members and providing such other cooperation as the Xxxxx Members may reasonably request. (ii) Any Exit Event may be structured as an auction and may be initiated by the delivery to the Company and the other Members of a written notice that Xxxxx has elected to initiate an auction sale procedure. Xxxxx shall be entitled to take all steps reasonably necessary to carry out an auction of the Option Company, including, without limitation, selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the winning bidder and negotiating the requisite documentation. The Company and each Member shall provide assistance with respect to these actions as reasonably requested. (iii) In the transferee pays for event the shares Kelso Members sell less than 100% of Common Stock to be purchased by the transferee, reduced by their Interests and Special Membership Interests in the aggregate option exercise price for in the transferred portion Company, joining "pro rata in such sale" shall be based on relative Capital Contributions and Special Membership Interest Aggregate Funds unless the Compensation Committee deems the provisions of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesArticle X operative.

Drag-Along Rights. So long as this Agreement If Endo LLC shall remain in effect, if any propose to Transfer at least 60% of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion of the outstanding shares of Common Stock and such offer is accepted then owned by Vestar or such Affiliate, as the case may beEndo LLC to a Third Party, then each other Stockholder hereby agrees that it will, if requested (in writing not less than 15 days' prior addition to the requested rights of the Employee Stockholders to participate in such Transfer date by Vestar or pursuant to Sections 5.6(a) and 5.6(b) hereof) Endo LLC may, at its option, require the Employee Stockholders (collectively, the “Remaining Holders”) to include in such Affiliate, Transfer a pro rata to the Third Party such number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred then owned by such Remaining Holder, as determined in accordance with this Section 5.6(c). Endo LLC shall send written notice (the “Drag-Along Notice”) of the exercise of their rights pursuant to this Section 5.6(c) to each of the Remaining Holders, setting forth the consideration per share to be paid by the Third Party and the other Stockholder must material terms and conditions of such transaction. The Drag-Along Notice shall state that the Remaining Holders shall be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Sharesrequired to participate in the proposed Transfer of shares of Common Stock to the Third Party according to the terms and conditions of this Section 5.6(c) and for the same type of consideration and for an amount of consideration per share not less than that offered to Endo LLC by the Third Party. Within 15 days following the receipt of the Drag-Along Notice, then each of the Option Shares until such other Stockholder owns no more Option Shares, then Remaining Holders shall deliver to a representative of Endo LLC designated in the portion Drag-Along Notice certificates representing all shares of any Options then Common Stock held by such Remaining Holder, duly endorsed, together with all other Stockholder documents required to be executed in connection with such transaction. In the event that are then vested and exercisable (provided in the case of a Transfer of any Remaining Holder should fail to deliver such portion of the Options that certificates to Endo LLC, the Company shall have made acceptable arrangements with cause the transferee for books and records of the same per share consideration Company to show that such shares are bound by the provisions of this Section 5.6(c) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (x) the total number of shares to be paid acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Common Stock then owned by such Remaining Holder, and the denominator of which shall be the total number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the Remaining Holders. The maximum number of shares of Common Stock that may be transferred by each Remaining Holder to the Third Party in accordance with this Section 5.6(c) shall be the total number of shares of Common Stock then owned by such Stockholder for such portion Remaining Holder. If, within 120 days after Endo LLC gave the Drag-Along Notice, it shall not have completed the Transfer of the Option as the transferee pays for all the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion Remaining Holders in accordance with this Section 5.6(c), Endo LLC shall return to each of the Options held Remaining Holders all certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 5.6(c). Promptly (but in no event later than 5 days) after the consummation of the Transfer of Common Stock of Endo LLC and Remaining Holders pursuant to this Section 5.6(c), Endo LLC shall give notice thereof to the Remaining Holders, shall remit to each of the Remaining Holders the total consideration in respect of the shares of Common Stock of such Remaining Holder which were so transferred, and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Stockholder is vested and exercisable, and then any remaining Purchased SharesRemaining Holders.

Drag-Along Rights. So (a) For so long as this Agreement shall remain in effect, if any of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion Silver Lake Sumeru holds greater than ten percent (10%) of the issued and outstanding shares Common Shares and Silver Lake Sumeru agrees to enter into a transaction which would result in a Change in Control, Silver Lake Sumeru may compel each Restricted Stockholder to sell its Common Shares by delivering written notice (a “Drag-Along Notice”) to the Restricted Stockholders stating that Silver Lake Sumeru wishes to exercise its rights under this Section 4.05 with respect to such Transfer, and setting forth the name and address of the purchaser in the Change in Control (a “Drag-Along Buyer”), the number of Common Stock Shares proposed to be Transferred, the proposed amount and such offer is accepted form of the consideration, and all other material terms and conditions offered by Vestar or such Affiliatethe Drag-Along Buyer. (b) Upon delivery of a Drag-Along Notice, each Restricted Stockholder shall be required to Transfer its Pro Rata Portion, on the same terms and conditions (including, without limitation, as to price, time of payment and form of consideration) as agreed by Silver Lake Sumeru and the case may beDrag-Along Buyer, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior and shall make to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same Drag-Along Buyer representations, warranties, covenants, indemnities and agreements the same mutatis mutandis to those made by Silver Lake Sumeru in connection with the Transfer (other than any non-competition, non-solicitation or similar agreements or covenants that Vestar would bind the Restricted Stockholder, its Affiliates or such Affiliateany of their respective portfolio companies), and shall agree to the same conditions to the Transfer as the case may beSilver Lake Sumeru agrees, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided it being understood that all such representations, warranties warranties, covenants, indemnities and indemnities agreements shall be made by Stockholders Silver Lake Sumeru and each Restricted Stockholder severally and not jointly and that the aggregate amount of the liability of Stockholders (whether pursuant the Restricted Stockholder shall not exceed, except with respect to a representationindividual representations, warrantywarranties, covenantcovenants, indemnification provision or agreement) shall be evidenced in writings executed by them indemnities and other agreements of the Restricted Stockholder as to the unencumbered title to its Common Shares and the transferee power, authority and shall be borne by each of them on a legal right to Transfer such Common Shares, such Restricted Stockholder’s pro rata basisshare of any such liability, to be determined in accordance with such Restricted Stockholder’s portion of the total number of Common Shares included in such Transfer; provided that, in any event the amount of liability of any Restricted Stockholder shall not exceed the proceeds such Restricted Stockholder received in connection with such Transfer. (c) In the event that a Change in Control is structured as a (i) merger, consolidation, or similar business combination, each Restricted Stockholder agrees to (A) vote in favor of the transaction, (B) take such other action as may be required to effect such transaction (subject to Section 4.05(b)) and provided further that (C) take all action to waive any dissenters, appraisal or other similar rights with respect thereto or (ii) sale of assets, each Restricted Stockholder agrees to vote in favor of (to the extent requested or required to vote for) such transaction and any subsequent liquidation or other distribution of the proceeds therefrom in accordance with the Company’s Organizational Documents. (d) Solely for purposes of Section 4.05(c)(i) and in order to secure the performance of each Restricted Stockholder’s obligations under Section 4.05(c)(i), each Restricted Stockholder hereby irrevocably appoints Silver Lake Sumeru the attorney-in-fact and proxy of such Restricted Stockholder (with full power of substitution) to vote or provide a written consent with respect to its Common Shares as described in this paragraph if, and only in the event that, such Restricted Stockholder fails to vote or provide a written consent with respect to its Common Shares in accordance with the terms of Section 4.05(c)(i) (each such offer applicable Restricted Stockholder, a “Breaching Restricted Stockholder”) within three (3) business days of a request for such vote or written consent. Upon such failure, Silver Lake Sumeru shall have and is hereby irrevocably granted a proxy to any vote or provide a written consent with respect to each such Breaching Restricted Stockholder’s Common Stock beneficially owned Shares for the purposes of taking the actions required by such other Section 4.05(c)(i). Each Restricted Stockholder are no less favorable than the terms of such offer applicable intends this proxy to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates it shall be, irrevocable for the term specified herein (including or until the earlier termination of this Agreement) and coupled with an interest, and each Restricted Stockholder will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revoke any proxy previously granted by it with respect to the amount and nature of consideration and time of receipt thereof); and provided further that matters set forth in Section 4.05(c)(i) with respect to the first shares of Common Stock Transferred Shares owned by such Restricted Stockholder. Notwithstanding the foregoing, the conditional proxy granted by this Section 4.05(d) shall be deemed to be revoked upon the termination of this Article IV in accordance with its terms. (e) If any Restricted Stockholder fails to deliver to the Drag-Along Buyer the certificate or certificates evidencing Common Shares to be sold pursuant to this Section 4.05, Silver Lake Sumeru may, at its option, in addition to all other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Sharesremedies it may have, then arrange for the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion deposit of the Options that purchase price (including any promissory note constituting all or any portion thereof) for such Common Shares with any national bank or trust company having combined capital, surplus and undivided profits in excess of $100 million (the “Escrow Agent”), and the Company shall have made acceptable arrangements with cancel on its books the transferee certificate or certificates representing such Common Shares and thereupon all of such Restricted Stockholder’s rights in and to such Common Shares shall terminate. Thereafter, upon delivery to the Company by such Restricted Stockholder of the certificate or certificates evidencing such Common Shares (for the same per share consideration avoidance of doubt, including a new certificate or certificates issued pursuant to be paid Section 167 of the Delaware General Corporation Law in the discretion of the Company) (duly endorsed, or with stock powers duly endorsed, for transfer, with signature guaranteed, free and clear of any liens or encumbrances, and with any stock transfer tax stamps affixed), Silver Lake Sumeru shall instruct the Escrow Agent to deliver the purchase price (without any interest from the date of the closing to the date of such delivery, any such interest to accrue to the Company) to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesRestricted Stockholder.

Drag-Along Rights. So long as this Agreement shall remain in effect, if (i) In the event that at any of Vestar time Xxxxx (or an Affiliate (other than the Company and its Affiliates receives Subsidiaries) thereof holding Interests) (A) proposes to Transfer Interests in the Company, other than any Transfer to an offer from a Third Party Affiliate of Xxxxx, or (B) desires to purchase all or any portion of effect an Exit Event, Xxxxx shall have the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliateright (the “Drag-Along Right”), as upon written notice to the case may be, then each other Stockholder hereby agrees that it will, if requested in writing Members not less than 15 days' 30 days prior to the requested Transfer date proposed closing, to require that each other Member join pro rata in such sale by Vestar or such Affiliate, Transfer selling a pro rata number portion of Securities beneficially owned by it to such Third Party Member’s Interests on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making substantially the same representations, warranties, covenants, indemnities (and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the favorable) terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to representations, warranties and indemnification) as the amount selling Xxxxx Members, provided, however, that any representations and nature warranties relating specifically to any Member shall only be made by that Member and any indemnification provided by the Members (other than in respect of representations and warranties relating to any such Shareholder’s title to or ownership of the Interests being sold by such Shareholder in the Proposed Sale and such holder’s authority, power and right to enter into and consummate such transaction without violating any other agreement or legal requirement) shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser; provided, further, however, that (i) in respect of consideration and time received by the Management Members, if a majority (based on ownership of receipt thereofparticipating Interests) of participating Management Members consent, (ii) in respect of consideration received by the Parthenon Members, with a Parthenon Members’ consent, or (iii) in respect of consideration received by the Investor Members (other than the Parthenon Members); and provided further that the first shares , if a majority (based on ownership of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion participating Interests) of the Options that Investor Members (other than the Company shall have made acceptable arrangements with Parthenon Members) consent, the transferee for the same per share form of consideration to be paid received by Xxxxx or any Kelso Member in connection with the proposed sale may be different from that received by the Management Members and/or the Investor Members so long as the value of the consideration to be received by Xxxxx or any Kelso Member is the same or less than what they would have received had they received the same form of consideration as the Management Members and/or Investor Members (as reasonably determined by the Board in good faith). For purposes of this Section 13.10, for each Member, “joining Xxxxx in such Stockholder sale” shall include voting its Interests consistently with Xxxxx, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by Xxxxx and providing such other cooperation as Xxxxx may reasonably request. (ii) Any Exit Event may be structured as an auction and may be initiated by the delivery to the Company and the other Members of a written notice that Xxxxx has elected to initiate an auction sale procedure. Xxxxx shall be entitled to take all steps reasonably necessary to carry out an auction of the Company, including, without limitation, selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the winning bidder and negotiating the requisite documentation. The Company and each Member shall provide assistance with respect to these actions as reasonably requested. (iii) The Members acknowledge and agree that Xxxxx shall have the right, pursuant to Section 6.2(f) of the Shareholders Agreement, to elect that a Member holding securities of Axle Holdings, Inc., a Delaware corporation (“Holdings”) sell additional shares of Holdings common stock (in addition to shares that such Member holding securities of Holdings would be required to sell pursuant to Section 6.2(a) of the Shareholders Agreement) in lieu of all or a portion of the Option as the transferee pays for the shares Interests that such Member would otherwise be required to sell by virtue of Common Stock Xxxxx'x drag-along rights pursuant to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesSection 13.10(b).

Drag-Along Rights. So long as this Agreement shall remain in effect(a) Subject to Section 12.01(b), if any Zxxxx and his Affiliates, Family Members, and Permitted Transferees (collectively, the “Dragging Member”) shall propose to Transfer (whether by merger, consolidation, business combination or otherwise) all of Vestar and its Affiliates receives an offer from their Units (other than to a Permitted Transferee) or the Company shall propose to Transfer (whether by merger, consolidation, business combination or otherwise) for value all or substantially all of the stock, assets or business of the Company, in each case, to a bona fide Third Party to purchase purchaser (each, a “Drag Transaction”), (i) the Dragging Member, at its option, may require that each other Member (each, a “Dragged Member”) sell all or of its Units, (ii) in any portion case, if Member approval of the outstanding shares Drag Transaction is required and the Members are entitled to vote thereon, each Dragged Member shall vote all of Common Stock such Dragged Member’s Units in favor of such Drag Transaction, (iii) each Dragged Member shall waive and not raise any appraisal or similar rights that such offer is accepted Dragged Member may have in connection with such transaction, and (iv) each Dragged Member shall promptly take all actions as the Dragging Member or the Company, as applicable, shall deem reasonably necessary and appropriate in connection with the consummation of the Drag Transaction. Any sale of Units by Vestar a Dragged Member pursuant to this Section 12.05 shall be for the same price and form of consideration per Unit (subject to Section 12.07) to be paid to the Dragging Member or such Affiliatethe Company, as the case may be. (b) In connection with a Drag Transaction, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior Dragged Member (i) shall agree to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may beDragging Member (provided, agrees that each Dragged Member shall only be obligated to make (except that, in the case of individual representations and warranties pertaining specifically with respect to Vestar its title to and ownership of the applicable Units, authorization, execution and delivery of relevant documents, enforceability of such documents against such Dragged Member, and other matters relating to such Dragged Member, but not with respect to any of the foregoing with respect to any other Members or their Units), (ii) shall bear only its pro rata portion (based on the proceeds received by such AffiliateDragged Member in the Drag Transaction as compared to the proceeds received by the Dragging Member and all Dragged Members) of (A) the fees and expenses incurred by the Company in connection with the Drag Transaction, as and (B) any indemnification obligations with respect to representations, warranties and covenants of the case may be, each other Stockholder Company (which shall make not exceed the comparable representations and warranties pertaining specifically to itselfproceeds received by such Dragged Member in the Drag Transaction); provided, that the limitations contained in the preceding clause (B) shall not apply in respect of indemnification obligations arising out of any representations, warranties or covenants that are personal in nature to such Dragged Member; provided further, that all representations, warranties warranties, covenants and indemnities shall be made by Stockholders each Dragged Member severally and not jointly and jointly; provided further, that in no event will any Dragged Member (or any principal of any Dragged Member) be required to execute any employment or other agreement that contains non-competition or similar provisions restricting the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms activities of such offer applicable Dragged Member (or such principal). (c) The Dragging Member or the Company, as applicable, shall have the right, in its sole discretion, at all times prior to consummation of the Drag Transaction to abandon or otherwise terminate such sale, whereupon all rights under this Section 12.05 in respect of such Drag Transaction shall become null and void, and neither the Dragging Member nor the proposed Transferee shall have any liability or obligation to any Common Stock beneficially owned Dragged Member with respect thereto by such other Stockholder are no less favorable than the terms virtue of such offer applicable to the Common Stock beneficially owned by Vestar abandonment or such Affiliatetermination; provided, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case event of a Transfer of any such portion of the Options that abandonment or termination, the Company shall have made acceptable arrangements be responsible for all fees and expenses incurred by it in connection with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesDrag Transaction.

Drag-Along Rights. So long (a) Subject to Section 14.4(e), at any time prior to a Chrysler IPO, except as this Agreement shall remain in effectmay be limited by Law, if any holders of Vestar at least 75% of the Outstanding Membership Interests, including Fiat (the “Electing Members”), determine to Transfer, in a single transaction or series of related transactions, to a third party or parties other than a Controlled Affiliate of Fiat (the “Drag-Along Buyer”), Membership Interests in an amount equal to a majority of all Outstanding Membership Interests of the Company, such holders may require all of the other Members (the “Non-Electing Members”) to Transfer their Membership Interests as of such date in such transaction (by merger or otherwise), to the Drag-Along Buyer, for the same consideration per one percent (1%) fully diluted Membership Interest (determined based on the percentage of the relevant Members Total Interest and its Affiliates receives an offer from not the number of units) and on the same terms and conditions as the Electing Members, subject to the provisions of this Section 14.4 (the “Compelled Sale”); provided, however, that no Non-Electing Member may be required to sell a Third Party to purchase all or any portion greater percentage of the outstanding shares Membership Interests held by him, her or it than the percentage of Common Stock and such offer is accepted outstanding Membership Interests being Transferred by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it willElecting Members. (b) The Company, if requested instructed in writing by any Electing Member, shall send written notice (the “Compelled Sale Notice”) of the exercise of the rights pursuant to this Section 14.4 to each of the Non-Electing Members setting forth the consideration per one percent (1%) fully diluted Membership Interest (determined based on the percentage of the relevant Members Total Interest and not less than 15 days' prior the number of units) be paid pursuant to the requested Transfer date by Vestar Compelled Sale and the other terms and conditions of the transaction. Each Non-Electing Member, upon receipt of the Compelled Sale Notice, will be obligated to (i) vote its Membership Interests of the Company in favor of such Compelled Sale at any meeting of Members of the Company called to vote on or approve such AffiliateCompelled Sale (or any written consent solicited for such purpose), Transfer a pro rata number (ii) sell all of Securities beneficially owned by it its Membership Interests of the Company, and participate in the Compelled Sale and (iii) otherwise take all necessary action, including, without limitation, expressly waiving any dissenter’s rights or rights of appraisal or similar rights, providing access to such Third Party on documents and records of the Company, entering into an agreement reflecting the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees Compelled Sale (although Non-Electing Members shall not be required to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all provide representations, warranties and indemnities other than concerning each such Member’s valid ownership of its Membership Interests of the Company free of all Liens, and each such Member’s authority, power and right to enter into and consummate the Compelled Sale without violating any other agreement), surrendering certificates, cooperating in obtaining any applicable Governmental Approval and otherwise to cause the Company to consummate such Compelled Sale. Any such Compelled Sale Notice may be rescinded by the Electing Members by delivering written notice thereof to the Company and all of the Non-Electing Members. (c) The obligations of the Non-Electing Members pursuant to this Section 14.4 are subject to the satisfaction of the following conditions: (i) In the event that the Non-Electing Members are required to provide any representations, warranties or indemnities in connection with the Compelled Sale (other than representations, warranties and indemnities concerning each such Member’s valid ownership of its Membership Interests of the Company free of all Liens, and each such Member’s authority, power and right to enter into and consummate the Compelled Sale without violating any other agreement), then, each such Member (A) will not be liable for more than the lesser of (x) its pro rata share of such indemnification payments (based upon the total consideration received by such Member divided by the total consideration received by all sellers in such Compelled Sale) and (y) the total proceeds actually received by such Member as consideration for its Membership Interests in such Compelled Sale, and (B) such liability shall be made by Stockholders severally several and not jointly and joint with any other Person. (ii) In the event that the liability Electing Members are required to provide representations, warranties or indemnities in connection with the Compelled Sale (other than representations, warranties or indemnities concerning valid ownership of Stockholders (whether pursuant its Membership Interests of the Company free of all Liens, and authority, power and right to a representation, warranty, covenant, indemnification provision or enter into and consummate the Compelled Sale without violating any other agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that Electing Members are required to indemnify the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than party or parties transacting with the terms of such offer applicable Company in the Compelled Sale, then, to the Common Stock beneficially owned by Vestar extent such indemnification is not attributable to gross negligence or such Affiliate, as the case may be, and their respective Affiliates (including bad faith with respect to representations, warranties or indemnities, each Non-Electing Member shall contribute to the extent of the lesser of (x) its pro rata share of such indemnification payments (based upon the total consideration received by such Member divided by the total consideration received by all sellers in such Compelled Sale) and (y) the total proceeds actually received by such Member as consideration for its Membership Interests of the Company in such Compelled Sale. In any such event, such liability shall be several and not joint with any other Person. Each Non-Electing Member shall have full access to any and all evidences or documents related to any such indemnification. (iii) If any Member is given an option as to the form and amount and nature of consideration to be received, each other Member shall be given the same option. (d) Each Member shall be obligated to pay his, her or its pro rata share of the expenses incurred in connection with a consummated Compelled Sale to the extent such costs are incurred for the benefit of all Members and time are not otherwise paid by the Company or the acquiring party (costs incurred by or on behalf of receipt thereofan Member for his, her or its sole benefit will not be considered costs of the transaction hereunder); and provided further . (e) If any Member fails to Transfer to the Drag Along Buyer its Membership Interests to be sold pursuant to this Section 14.4, each Member agrees that the first shares Board of Common Stock Directors shall cause such Membership Interests to be Transferred by to the Drag Along Buyer on the Company’s books in consideration of the purchase price, and such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such Drag Along Member’s pro rata portion of the Options that purchase price may be held in escrow, without interest, until such time as he, she or it takes such actions as the Company shall have made acceptable arrangements Board of Directors may request in connection with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharestransaction.

Drag-Along Rights. So long as If a Class A Limited Partner desires to Transfer all of its Partnership Interest to a third party purchaser and has complied in all respects with its obligations under the provisions of this Agreement shall remain Section 7.4, then, in effectsuch event, if any of Vestar and its Affiliates receives an offer from a Third Party the Class A Limited Partner may elect to purchase cause the Class B Limited Partners to include in such sale to the third party purchaser all or any portion of the outstanding shares Class B Limited Partners’ Partnership Interests (the “Class B Drag Along Portion”). The sale of Common Stock the Class B Drag Along Portion shall be at the same price and in the same consideration and on the same terms and conditions as set forth in the Transferee Terms (including the date for the closing of such offer is accepted by Vestar or such Affiliate, as the sale) and in any case may be, then each other Stockholder hereby agrees that it will, if requested in writing not on terms no less favorable to Class B Limited Partners than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it Class A Limited Partner. Any election pursuant to such Third Party on this Section 7.4(c)(ii) to include the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, Class B Drag Along Portion in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders sale (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement“Drag Along Notice”) shall be evidenced set forth in writings the Transferee Terms or the Tag Along Sale Notice given by the Class A Limited Partner in connection with such Transfer. In connection with any such Drag Along Notice, the Class B Limited Partners will execute and deliver all related documentation and take such other action in support of the Transfer as shall reasonably be requested by the Class A Limited Partner in order to carry out the terms and provision of this Section 7.4(c)(ii), including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents in a form substantially similar to those executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further Class A Limited Partner. In the event that the terms of Class A Limited Partners, in connection with such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than Transfer, appoint a representative for the terms of such offer applicable to Limited Partners (the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including “Representative”) with respect to matters affecting the amount and nature Limited Partners under the applicable definitive transaction agreements following consummation of consideration and time such Transfer, the Class B Limited Partners agree (x) to consent to (i) the appointment of receipt thereof); and provided further that such Representative, (ii) the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion establishment of any Options then held by applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such other Stockholder that are then vested and exercisable Representative’s pro rata portion (provided in from the case of a Transfer applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such portion Representative in connection with such Representative's services and duties in connection with such Transfer and its related service as the representative of the Options that Limited Partner, and (y) not to assert any claim or commence any suit against the Company shall have made acceptable arrangements Representative or any other Limited Partner with the transferee for the same per share consideration respect to any action or inaction taken or failed to be paid to such Stockholder for such portion of taken by the Option Representative in connection with its service as the transferee pays for the shares of Common Stock to be purchased by the transfereeRepresentative, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisableabsent fraud, and then any remaining Purchased Shareswillful misconduct or gross negligence.

Drag-Along Rights. So long as this Agreement shall remain in effect, if any (a) A Member (or group of Vestar and its Affiliates receives an offer from Members who are Affiliates) that then holds a Third Party to purchase all or any portion Majority Interest of the Units then outstanding shares (the "Majority Member") proposes to engage in a Sale, then at the option of Common Stock the Majority Member, there shall be included in such proposed Sale (on the same terms and subject to the same conditions as applicable to the Units to be sold by the Majority Member, except as herein otherwise provided) such offer is accepted number of Units then held by Vestar or the Members other than the Majority Member as shall cause such Affiliate, other Members to have sold upon completion of such Sale the same percentage of the Units held by those Members as the case may bepercentage of the Units held by the Majority Member sold in such Sale, all on the terms and subject to the conditions hereinafter set forth. (b) If the Majority Member proposes to engage in a Sale and to exercise the Majority Member's rights under this Section 10.11, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' 20 days prior to the requested Transfer date by Vestar or on which such AffiliateSale is scheduled to occur, Transfer the Majority Member shall give to the Company notice of the same (which notice shall include the price to be paid in such Sale and the other terms of purchase), and within five days thereafter, the Company shall send to each Member other than the Majority Member at such Member's address as then set forth on the books and records of the Company (i) a pro rata copy of such notice, and (ii) a statement of the number of Securities beneficially owned Units required to be sold by it such Member pursuant to this Section 10.11 (such Third Party notices together the "Drag-Along Notice"), which number of Units shall equal the same percentage of the Units held by that Member as the percentage of the Units held by the Majority Member and proposed to be sold in such Sale. (c) Each Member expressly agrees that if the Majority Member so elects, such Member shall sell such Member's Units on the terms of this Section 10.11, when and if the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except thatMajority Member sells its Units, in the case of representations and warranties pertaining specifically to Vestar or accordance with any Drag-Along Notice that such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including Holder receives with respect to such Sale. (d) So long as the amount and nature of consideration and time of receipt thereof); and provided further that PCAAH Member is the first shares of Common Stock Transferred by such Majority Member, it shall have the right to drag all other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (Members along as otherwise provided in this Section 10.11 in the case of event its members engage in a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee transaction for the same per share consideration to be paid to such Stockholder for such portion Sale of all membership interests in the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesPCAAH Member in connection with a Change in Control Transaction.

Drag-Along Rights. So long as this Agreement shall remain in effect(i) Subject to the prior compliance with the provisions of Section 9.7 relating to the right of first offer described therein, subsequent to the third anniversary of the Effective Date and prior to a Final Exit Event or an Initial Public Offering, if any Common Unitholders holding in excess of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion 50% of the then outstanding shares Common Units (the “Dragging Members”) propose to sell Control of the Company to a non-Affiliate third-party by way of a merger, consolidation or Transfer of Common Stock and Units or otherwise (any such offer is accepted by Vestar or transaction, a “Drag-Along Transaction”), such Affiliate, as Dragging Members shall have the case may be, then each other Stockholder hereby agrees that it will, if requested in writing right to require all (but not less than 15 days' all) of the other Members (each, a “Drag-Along Member”) to Transfer their Interests in such Drag-Along Transaction (without the need for the Drag-Along Members’ approval) structured as a Transfer of Common Units. Proceeds from a Drag-Along Transaction (A) may include proceeds that are subject to earn-outs or similar arrangements and (B) will be distributed consistent with Section 4.2, treating all unvested Management Incentive Units as vested and distributing all Retained Amounts as if the Drag-Along Transaction were a liquidation as described in Section 8.2. Notwithstanding the foregoing, the proceeds received in a Drag-Along Transaction may not include consideration other than cash or Marketable Securities unless the Drag-Along Transaction is approved by Supermajority Member Approval. (ii) The Dragging Members shall provide each Drag-Along Member notice of the terms and conditions of such proposed Drag-Along Transaction (the “Drag-Along Notice”) not later than 10 Business Days prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms closing of the offer so accepted by Vestar or such Affiliateproposed Drag-Along Transaction. The Drag-Along Notice shall contain a true and complete copy of any and all available documents constituting the agreement to transfer and, as to the case may be; including making extent not set forth in the same representationsaccompanying documents, warrantiesthe price offered for the Interests, covenantsall information reasonably available to the Dragging Members regarding the acquirer, indemnities all other material terms and agreements that Vestar or such Affiliate, as conditions of the case may be, agrees to make (except thatproposed Drag-Along Transaction and, in the case of a proposed Drag-Along Transaction in which the consideration payable for the Interests consists in whole or in part of consideration other than cash, such information relating to such other consideration as is reasonably available to the Dragging Members. Each Drag-Along Member shall be required to participate in the Drag-Along Transaction on the terms and conditions set forth in the Drag-Along Notice, this Section 9.6(a) and Section 9.6(c). No Member shall have any dissenters’ or appraisal rights in connection with the Drag-Along Transaction, and each Member hereby releases, and will execute such further instrument as the Company reasonably requests to further evidence the waiver of, such rights. (iii) Within 5 Business Days following receipt of the Drag-Along Notice (the “Drag-Along Notice Period”), each Drag-Along Member must deliver to such Dragging Members (A) wire transfer instructions for payment of the purchase price for the Interests to be sold in such Drag-Along Transaction and (B) all other documents required to be executed in connection with such Drag-Along Transaction. Each Member (other than the Institutional Investors) hereby makes, constitutes, and appoints the Dragging Member holding the largest number of Common Units among Dragging Members, as its true and lawful attorney in fact for such person and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file and record any instrument that is now or may hereafter be deemed necessary by the Company in its reasonable discretion to carry out fully the provisions and the agreement, obligations, and covenants of such Member in this Section 9.6(a) in the event that such Member is or becomes a Drag-Along Member pursuant to this Section 9.6(a). Each Member (other than the Institutional Investors) hereby gives such attorney in fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with such Member’s obligations and agreements as a Drag-Along Member pursuant to this Section 9.6(a) as fully as such Member might or could do personally, and hereby ratifies and confirms all that any such attorney in fact shall lawfully do or cause to be done by virtue of the power of attorney granted hereby. The power of attorney granted pursuant hereto is a special power of attorney, coupled with an interest, and is irrevocable, and shall survive the bankruptcy, insolvency, dissolution or cessation of existence of the applicable Member. (iv) If, at the end of the 90-day period after the date on which the Dragging Members give the Drag-Along Notice (which 90-day period shall be extended if any of the transactions contemplated by the Drag-Along Transaction are subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 120 days following the delivery of the Drag-Along Notice), the Drag-Along Transaction has not been completed on substantially the same terms and conditions set forth in the Drag-Along Notice, the Drag-Along Members shall no longer be obligated to sell their Interests pursuant to such Drag-Along Notice and the Dragging Members shall return to each Drag-Along Member any documents in the possession of the Dragging Members executed by or on behalf of such Drag-Along Member in connection with the proposed Drag-Along Transaction. (v) Concurrently with the consummation of the Drag-Along Transaction, Dragging Members shall (A) notify the Drag-Along Members thereof, (B) cause the total consideration for the Interests of the Drag-Along Members transferred pursuant thereto to be remitted directly to the Drag-Along Members and (C) promptly after the consummation of the Drag-Along Transaction, furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the Drag-Along Members. (vi) Notwithstanding anything contained in this Section 9.6(a), there shall be no liability on the part of the Dragging Members to the Drag-Along Members if the transfer of the Interests pursuant to this Section 9.6(a) is not consummated for whatever reason. (vii) Notwithstanding anything contained in this Section 9.6(a), the obligations of the Drag-Along Members to participate in a Drag-Along Transaction are subject to the following conditions: (A) upon the consummation of such Drag-Along Transaction, (1) all of the Members participating therein will receive the same form of consideration (except as provided in Section 9.6(c)) and (2) the aggregate consideration received by the Members will be paid to the Members subject to the allocation provisions set forth in Section 8.2(c); (B) no Member participating therein shall be obligated to pay any expenses incurred in connection with any unconsummated Drag-Along Transaction, and each Member shall be obligated to pay only its pro rata share (based on the amount of Interests disposed of) of expenses incurred in connection with a consummated Drag-Along Transaction to the extent such expenses are incurred for the benefit of all Members and are not otherwise paid by the Company or another person; (C) without the written consent of a Drag-Along Member, such Drag-Along Member shall not be obligated with respect to (1) any representation or warranty other than (x) a representation and warranty that relates solely to such Drag-Along Member’s title to its Interests, and its authority and capacity to execute and deliver the subject purchase and sale agreement or (y) a representation and warranty that relates to the Company and its operations which each Member is severally making to the seller (provided, that if such Member or an Affiliate of such Member is not actively involved in the day to day operations of the Company, any such representation shall be limited to such Member’s knowledge), or (2) any indemnity obligation beyond a pro rata portion or in excess of the gross proceeds received by a Drag-Along Member (in each case, based on the value of consideration received by such Drag-Along Member in the Drag-Along Transaction) of the indemnity obligations which obligate the Dragging Members and all Drag-Along Members and then, such indemnity obligations shall be several and not joint or (3) any other continuing obligation on such Drag-Along Member in favor of any other person following the Drag-Along Transaction of such Drag-Along Member’s Interests (other than obligations relating to representations and warranties pertaining specifically that relate solely to Vestar such Drag-Along Member and not to any other Member or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itselfindemnification obligation provided for in clause (2) above); provided that all representations, warranties and indemnities and (D) no Drag-Along Member shall be made obligated to consummate such Drag-Along Transaction contemplated by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including Drag-Along Notice with respect to its Interests unless the amount Dragging Members consummate such Drag-Along Transaction with respect to all (but not less than all) of their Interests on the terms and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased conditions contemplated by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesDrag-Along Notice.

Drag-Along Rights. So long as this Agreement shall remain in effect, if any If holders of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion more than 50% of the outstanding shares Class B Units held by Class B Members (the “Selling Holders”) propose to sell to a third party any Class B Units held by such Class B Members (including Class B Units transferred by such Class B Members to, and held by, their Permitted Transferees) (whether such sale is by way of Common Stock purchase, merger, recapitalization or other form of transaction), then upon (i) the request of the Selling Holders and such offer is accepted by Vestar or such Affiliate(ii) the consent of the Managing Member and a Majority in Interest of Class B Members, each other Class B Member, shall sell the same percentage, as applicable, of the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities Class B Units beneficially owned by it such Class B Member to such Third Party on third party buyer pursuant to the same terms and conditions negotiated by the Selling Holders for the sale of the offer so accepted Class B Units held by Vestar the Selling Holders. For example, if the Selling Holders propose to sell 35% of the Class B Units held by each of them, any other Member shall, upon request of the Selling Holders and the consent of the Managing Member and the Majority in Interest of Class B Members, sell 35% of the Class B Units held by such other Class B Member. Each of the Class B Members agrees to such sale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such Affiliate, sale. Each of the Class B Members further agrees to timely take such other actions as the case Managing Member may be; including making reasonably request as necessary in connection with the same representations, warranties, covenants, indemnities and agreements that Vestar or consummation of such Affiliate, as the case may be, agrees sale. Each Class B Member shall be required to make (except that, in the case of customary representations and warranties pertaining specifically in connection with such transfer with respect to Vestar his, her or its own authority to transfer his, her or its title to the Class B Units transferred, together with such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically with respect to itself); provided that all representations, warranties and indemnities shall be the Company as are made by Stockholders severally and not jointly and the Selling Holders in connection with such sale; provided, however, that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including Class B Member with respect to the amount representations and nature of consideration and time of receipt thereof); and provided further that warranties concerning the first shares of Common Stock Transferred by such other Stockholder must Company shall be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such limited to his pro rata portion of the Options that proceeds paid in such sale. Each Class B Member shall pay his pro rata portion (based on the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion total value of the Option as the transferee pays for the shares of Common Stock consideration received by such Class B Member compared to be purchased by the transferee, reduced by the aggregate option exercise price for consideration received by all Members in the transferred portion transaction) of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesreasonable out-of-pocket expenses incurred in connection with a sale consummated pursuant to this Section 6.03.

Drag-Along Rights. So long (a) In the event that the PubCo Board and the holders of a majority of the voting power of all outstanding capital stock of PubCo approve a Qualified Transaction (the “Approved Qualified Transaction”), each Member (each, a “Required Member”) agrees to Transfer all of such Required Member’s Units in connection with such Approved Qualified Transaction (the “Drag-Along Right”) for an amount of consideration per Unit equal (before taking into account any rights such Required Member may have under the Tax Receivable Agreement) to the amount of consideration to be received per share of Class A Common Stock by the holders thereof (the “Drag Price”), and otherwise with respect to such Units on the same terms and conditions as apply to the shares of Class A Common Stock in such Approved Qualified Transaction, with such modifications as are appropriate, as determined in good faith by the Manager, to reflect the fact that Units rather than shares of Class A Common Stock will be Transferred in the first instance by such Member. Such Transfer shall be structured in the sole discretion of the Manager and, without limitation to any other structure, the Manager will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Members to participate in such Approved Qualified Transaction to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided that, without limiting the generality of this Agreement shall remain sentence, the Manager will use its reasonable best efforts expeditiously and in effectgood faith to ensure that such Members may participate in each such Approved Qualified Transaction without being required to have their Common Units and shares of Class B Common Stock redeemed (or, if so required, to ensure that any such redemption shall be effective only upon, and shall be conditional upon, the closing of Vestar such Approved Qualified Transaction, or, as applicable, to the extent necessary to exchange the number of Common Units being repurchased). (b) PubCo shall send written notice (the “Drag-Along Notice”) to the Company and its Affiliates receives an offer from a Third Party the Required Members at least thirty (30) days prior to purchase all or any portion the closing of the outstanding shares of Common Stock and Approved Qualified Transaction notifying them that such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing Required Members will be required to sell all (but not less than 15 days' all) of their Units in such sale (the “Drag-Along Amount”), and setting forth (i) a copy of the written proposal or agreement pursuant to which the Approved Qualified Transaction will be effected, (ii) the Drag Price, (iii) the terms and conditions of transfer and payment and (iv) the date and location of and procedures for selling the Units. In the event that the information set forth in the Drag-Along Notice changes from that set forth in the initial Drag-Along Notice, a subsequent Drag-Along Notice shall be delivered by PubCo no less than seven (7) days prior to the requested Transfer date by Vestar closing of the Approved Qualified Transaction. Notwithstanding the foregoing, to the extent that any of the foregoing information to be included in the Drag-Along Notice is publicly available, PubCo shall not be required to include such information in the Drag-Along Notice or such Affiliate, Transfer deliver a pro rata number of Securities beneficially owned by it subsequent Drag-Along Notice. Each Required Member shall thereafter be obligated to such Third Party sell their Units on the terms set forth in the Drag-Along Notice. (c) Upon receipt of a Drag-Along Notice, each Required Member receiving such notice shall be obligated to sell all of its Units in the Approved Qualified Transaction as contemplated by the Drag-Along Notice for the Drag Price, on the terms and conditions described in this Section 10.9, including by executing any document containing customary representations, warranties and agreements with respect to itself and its ownership of the offer so accepted by Vestar Units or such Affiliateshares of Class A Common Stock, as applicable, as requested by the case may be; including making Manager in connection with the same Approved Qualified Transaction, which representations, warranties, covenants, indemnities and agreements that Vestar or shall be substantially the same as those contained in any letter of transmittal to be executed by the holders of Class A Common Stock with such Affiliatemodifications as are appropriate, as determined in good faith by the case may beManager, agrees to make (except that, in reflect the case fact that Units rather than shares of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Class A Common Stock beneficially owned will be transferred by such other Stockholder are no less favorable than Required Member. The Company and each Member shall cooperate in good faith in connection with the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion consummation of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesApproved Qualified Transaction.

Drag-Along Rights. So long as (a) Notwithstanding anything contained in this Agreement shall remain in effectArticle III to the contrary, but subject to Section 3.3(f), if any of Vestar and (i) Parent, EFH or its Affiliates Subsidiaries (other than the Initial Member (or its Permitted Transferee(s)) receives an offer from a Third Party to purchase all (an “EFH Sale Proposal”) a number of LLC Units or any portion of the outstanding shares of Common Stock and such offer is accepted by Vestar or such AffiliateIPO Units, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date held directly or indirectly by Vestar such entities and LLC Units or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such AffiliateIPO Units, as the case may be, owned directly by Members other than the Initial Member (or its Permitted Transferee(s)) (the “EFH Drag Units”) or (ii) if the Initial Member (or its Permitted Transferee(s)) receives an offer to purchase (an “Initial Member Sale Proposal”) a number of LLC Units or IPO Units, as the case may be, including LLC Units or IPO Units, as the case may be, owned by Members other than the Initial Member (or its Permitted Transferee(s)) (the “Initial Member Drag Units” and together with the EFH Drag Units, the “Drag Units”) such that the transaction would result in a Change of Control (taking into account all LLC Units or IPO Units being “dragged”) (each, a “Required Sale”), then EFH or the Initial Member (on its own behalf or on behalf of its Permitted Transferee(s)), as the case may be, may deliver a written notice (a “Required Sale Notice”) with respect to such EFH Sale Proposal or Initial Member Sale Proposal at least twenty (20) Business Days prior to the anticipated closing date of such Required Sale to all Members (other than the Initial Member (or its Permitted Transferee(s))) requiring them to sell or otherwise Transfer their Drag Units to the proposed transferee in accordance with the provisions of this Section 3.3. (b) The Required Sale Notice will include the material terms and conditions of the Required Sale, including (A) the name and address of the proposed transferee, (B) the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the issuer of the Required Sale Notice will provide such information, to the extent reasonably available to such issuer, relating to such non-cash consideration as the other Members may reasonably request in order to evaluate such non-cash consideration; including making provided, however, that the provision of such information (or lack thereof) shall not relieve any Member of its obligation to sell or otherwise Transfer Drag Units under this Section 3.3) and (C) the proposed Transfer date, if known. The issuer of the Required Sale Notice will deliver or cause to be delivered to each other Member copies of all transaction documents relating to the Required Sale promptly as the same become available. (c) Each Member, upon receipt of a Required Sale Notice, shall be obligated to sell or otherwise Transfer the proportion of its Drag Units specified by the issuer of the Required Sale Notice (which proportion shall be the same for all Members) and participate in the Required Sale contemplated by the EFH Sale Proposal or Initial Member Sale Proposal, to vote, if required by this Agreement, the LLC Agreement or otherwise, its Drag Units in favor of the Required Sale at any meeting of Members called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale, to use its reasonable efforts to cause any individuals designated or nominated by such Member to the Board to vote in favor of the Required Sale in a vote amongst the Board called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale, to, subject to Section 3.3(f), waive all dissenters’ or appraisal rights, if any, in connection with the Required Sale, to enter into agreements relating to the Required Sale, to agree (as to itself) to make to the proposed purchaser the same representations, warranties, covenants, indemnities and agreements that Vestar as any direct or such Affiliateindirect holders of LLC Units or IPO Units, as the case may be, agrees that are Affiliates of EFH agree to make in connection with the Required Sale, and to take or cause to be taken all other actions as may be reasonably necessary to consummate the Required Sale; provided, that (except thatx) unless otherwise agreed by such Member, in the case a Member may not be required to make representations and warranties or provide indemnities as to any other Member, or make any representations and warranties (but, subject to clause (z), shall be required to provide several but not joint indemnities with respect to breaches of representations and warranties pertaining specifically to Vestar made by or such Affiliatein respect of the Company or its Subsidiaries or the IPO Corporation or its Subsidiaries, as the case may be) about the business or operations of the Company or its Subsidiaries or the IPO Corporation or its Subsidiaries, as the case may be, each (y) no such Member shall be liable for the breach of any covenant by any other Stockholder shall make Member and (z) notwithstanding anything in this Section 3.3(c) to the comparable contrary, any liability relating to representations and warranties pertaining specifically to itself); provided that all representations, warranties (and indemnities shall be made by Stockholders severally related indemnities) and not jointly and that other indemnification obligations regarding the liability business of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision the Company or agreement) shall be evidenced in writings executed by them and its Subsidiaries or the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar IPO Corporation or such Affiliateits Subsidiaries, as the case may be, and assumed in connection with the Required Sale shall be shared by all Members pro rata based on their respective Affiliates Drag Units being sold or Transferred in the Required Sale and in any event shall not exceed the proceeds received by such Member in the Required Sale. (including with respect d) The obligations of the Members pursuant to this Section 3.3 are subject to the satisfaction of the following conditions: (i) subject to Section 3.3(f), each of the Members shall receive the same type and amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares(except, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Required Sale in which the consideration to be received by the sellers or transferors consists of both cash and securities, to the extent that any Members other than the Minority Member and its Permitted Transferees agree to accept a disproportionate share of securities in order to allocate a greater portion of cash to the Minority Member and/or its Permitted Transferees due to restrictions described in clause (ii) immediately below on the ability of the Minority Member and/or its Permitted Transferees to hold such securities), at the same time, on a per Drag Unit basis, and shall participate in such Required Sale on terms and conditions no less favorable in the aggregate than those offered to the other Members; (ii) the consideration payable to the Minority Member and its Permitted Transferees pursuant to the Required Sale shall be (x) cash, and/or (y) except as prohibited by applicable Law or as prohibited by the written statement of investment policies governing OMERS Administration Corporation, Borealis Infrastructure Management Inc., GIC, and the investment policies of their wholly-owned Subsidiaries to the extent relevant to the type of asset being received, in effect immediately prior to delivery of the relevant Required Sale Notice, Marketable Securities, and/or (z) any other securities with the Minority Member’s (or, if applicable, its Permitted Transferees’) prior written consent; (iii) without the consent of the Minority Member or its Permitted Transferee (such consent not to be unreasonably withheld, delayed or conditioned), the Required Sale will not require that the Minority Member or its Permitted Transferees be subject to non-compete covenants that would restrict its business activities in any material respect; (iv) subject to Section 3.3(f), any expenses incurred for the benefit of the Company or all Members and any indemnities, holdbacks, escrows and similar items relating to the Required Sale, that are not paid or established by the Company or the IPO Corporation or its Subsidiaries, as the case may be, (other than those that relate to representations or indemnities concerning a Member’s valid ownership of its Drag Units free and clear of all liens, claims and encumbrances or a Member’s authority, power and legal right to enter into and consummate a purchase or merger agreement or ancillary documentation) shall be paid or established by the Members in accordance with their respective Sharing Percentages; and (v) notwithstanding anything in this Section 3.3(d) to the contrary, any liability relating to representations and warranties (and related indemnities) and other indemnification obligations regarding the business of the Company or its Subsidiaries or the IPO Corporation or its Subsidiaries, as the case may be, assumed for which a Member is liable shall not exceed the proceeds received by such Member in the Required Sale. In addition to the conditions described in clauses (i) through (v) immediately above, none of the Minority Member or any of its Permitted Transferees who are Members shall be obligated to sell or otherwise Transfer their LLC Units or IPO Units (or otherwise satisfy their obligations pursuant to Section 3.3(c)) in a Required Sale unless the Minority Member would have achieved an IRR on its initial investment in LLC Units acquired pursuant to the Contribution and Subscription Agreement of no less than 10.0% as of immediately after consummation of such Required Sale (calculated (x) as if the Minority Member had received its proceeds in respect of such Required Sale; (y) treating all proceeds and distributions in respect of the LLC Units and IPO Units held (and/or previously held, as applicable) by each of the Minority Member’s Permitted Transferees as proceeds received by the Minority Member; and (z) assuming completion of such Required Sale by the target closing date mutually agreed by the parties to the Required Sale) (the “IRR Hurdle”); provided that in the event that the IRR Hurdle is not met but EFH or the Initial Member (or their respective Affiliates), as applicable, proceeds with such Required Sale (in which the Minority Member and its Permitted Transferees shall accordingly not be obligated to Transfer LLC Units or IPO Units), then the Minority Member shall nevertheless be required to, if so requested by the proposed transferee, agree to amend the LLC Agreement and, if applicable, this Agreement (effective as of or after the closing of such Required Sale) to reflect terms and conditions substantially equivalent to those set forth in Schedule 3.3(d) hereto (and to delete any corresponding conflicting or inconsistent terms then existing in the LLC Agreement or this Agreement). (e) The issuer of the Required Sale Notice shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any Required Sale and, subject to Section 3.3(c) and 3.3(d), the terms and conditions thereof. No Member or any Affiliate or direct or indirect shareholder of any such portion Member or Affiliate or any Affiliates of such shareholders shall have any liability to any other Member, the Company or the IPO Corporation arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any Required Sale except to the extent such Member shall have failed to comply with the provisions of this Section 3.3. (f) Notwithstanding any other provision in this Section 3.3, in the event that the Required Sale is conditional upon or includes the sale by Parent or its Subsidiaries of any of their material assets (other than the Drag Units), then, in addition to the items required pursuant to Section 3.3(b), the following provisions shall apply: (i) The Required Sale Notice shall specify the proposed allocation of the Options purchase price in respect of such transaction as between such other assets and the Drag Units to be sold or Transferred to the proposed transferee, together with a description, in reasonable detail, of the reasons underlying such proposed allocation; (ii) Following receipt of such a Required Sale Notice, the Minority Member or its Permitted Transferee shall have the option, exercisable by written notice to EFH or the Initial Member, as the case may be, within ten (10) Business Days of receiving the Required Sale Notice, to require that the Company fair allocation of purchase price to the Drag Units and such other material assets be determined pursuant to an independent appraisal process. If this option is so exercised, EFH or the Initial Member, on the one hand, and the Minority Member or its Permitted Transferee, on the other hand, shall have jointly appoint (by mutual agreement, or failing such agreement, by lot from among four qualified institutions two of which are designated by each of the two participants) a nationally-recognized appraiser with experience valuing utility companies (the “Drag Appraiser”) to determine the fair allocation of purchase price to the Drag Units and other material assets; provided, that in each case any such determinations shall in all respects be made acceptable arrangements with the transferee on a going concern basis for the same per share relevant business(es), assuming a willing purchaser and a willing buyer, with no control premium and no discount for a minority interest; (iii) Notwithstanding any other provision of this Section 3.3, the consideration payable to Members (other than EFH or Affiliates of EFH) pursuant to the Required Sale shall be the fair allocation to their Drag Units determined by the Drag Appraiser, notwithstanding the consideration payable to such Members that was specified in the Required Sale Notices; provided, for greater certainty, that EFH or the Initial Member, as the case may be, shall be solely responsible for payment of any consideration determined by the Drag Appraiser to be paid payable to Members (other than EFH or Affiliates of EFH) pursuant to the Required Sale in accordance with this Section 3.3(f), if and to the extent this amount exceeds the consideration payable to such Stockholder for Members that was specified in the Required Sale Notice; (iv) The parties shall use reasonable efforts to provide that the Drag Appraiser render its final determination in writing prior to the closing of such portion Required Sale. The final written determination of the Option Drag Appraiser shall be final and binding on EFH, the Initial Member, the Minority Member and its Permitted Transferees, as applicable, absent manifest error, and shall modify the allocation of consideration payable in such Required Sale, solely as between such applicable Persons. In the event that any such final determination is made prior to the closing of such Required Sale, the consideration payable in such Required Sale shall be reallocated as appropriate to reflect such final determination. In the event that any such final determination is made following the closing of such Required Sale, a payment in cash of the applicable corrective payment required by such final determination shall be made, by wire transfer of immediately available funds within five Business Days following receipt of such final determination from the Drag Appraiser, by the Minority Member and/or its Permitted Transferees, as applicable, to EFH or the Initial Member, as applicable, or by EFH or the Initial Member, as applicable, to the Minority Investor and/or its Permitted Transferees, as applicable, in each case to an account specified in writing by the recipient at least one Business Day prior to such payment date; and (v) In the event that the decision of the Drag Appraiser results in an amount of consideration payable to Members (other than EFH or Affiliates of EFH) that exceeds the amount that was specified in the Required Sale Notice, then EFH or the Initial Member, as the transferee pays case may be, shall be responsible for the shares costs and expenses of Common Stock the Drag Appraiser. In the event that the decision of the Drag Appraiser results in an amount of consideration payable to Members (other than EFH or Affiliates of EFH) that equals or is less than the amount that was specified in the Required Sale Notice, then the Member that elected to require a valuation to be purchased by the transferee, reduced by the aggregate option exercise price prepared shall be responsible for the transferred portion costs and expenses of the OptionsDrag Appraiser. (g) until no portion The provisions of this Section 3.3 shall terminate upon the eighteen (18) month anniversary of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharescompletion of a Qualified IPO.

Drag-Along Rights. So long as this Agreement (a) Within five (5) days after the receipt by the Company of a Drag-Along Notice, the Company shall remain in effectforward such Drag-Along Notice to the Members. Each Member shall, if any and shall cause each of Vestar and its Affiliates receives an offer from a Third Party to, cooperate in connection with the Drag-Along Sale and take all steps reasonably necessary or reasonably requested by Holdco, the Company, and the Drag-Along Purchaser to purchase all or any portion of cancel the outstanding shares of Common Stock Holdco B Shares in accordance with the Holdco Agreement and such offer is accepted by Vestar or such Affiliate, as otherwise consummate the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party Drag-Along Sale on the terms Drag-Along Terms (including by waiving any appraisal or dissenter’s rights that may exist under any applicable law, voting for or consenting to any merger, consolidation, sale of the offer so accepted by Vestar assets or such Affiliatesimilar transaction, as the case may be; executing any purchase agreements, merger agreements, escrow agreements or related documents, including making the same representationsinstruments of Transfer and providing customary several, warrantiesbut not joint, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities concerning such Member’s valid ownership of its Class B Units, free and clear of all Liens and encumbrances (other than those arising under applicable securities laws or in connection with the Drag-Along Sale) and such Member’s authority, power, and right to enter into and consummate agreements relating to such transactions without violating any applicable law or other agreement; provided, however, that such agreements, documents or instruments shall be made not contain any non-competition or similar restrictive covenants. Without limiting the generality of the immediately preceding sentence, each Member shall, subject to the provisions of any definitive agreement (including any limitations on indemnification set forth therein) entered into in connection with a Drag-Along Sale, indemnify, defend and hold harmless the Drag-Along Purchaser in any Drag-Along Sale, pro rata in accordance with the amount of consideration received by Stockholders severally such Member in connection with such Drag-Along Sale as a proportion of the aggregate amount of consideration received by all Members together with all members of Holdco (excluding the Company) in connection with such Drag-Along Sale, from and not jointly against any losses, damages and that the liability liabilities arising from or in connection with (i) any breach of Stockholders (whether pursuant to a any representation, warranty, covenantcovenant or agreement of Holdco or the Company in connection with such Drag-Along Sale, and (ii) any other indemnification provision obligation in connection with such Drag-Along Sale relating to the business or agreementpotential liabilities of the Company or Holdco and its Subsidiaries; provided, that (A) such indemnification obligation shall be evidenced in writings executed by them several and not joint, and (B) the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms aggregate maximum amount of such offer applicable to any Common Stock beneficially owned indemnification obligation shall not exceed the amount of consideration received by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including Member with respect to its Class B Units in connection with such Drag-Along Sale. (b) Notwithstanding anything to the contrary herein, each Member acknowledges and agrees that, subject to the provisions of the Holdco Agreement, Holdco may structure a Drag-Along Sale such that some or all of the Holdco B Shares are either (i) exchanged by Holdco for newly issued Holdco A Shares pursuant to a Class B Exchange in accordance with the Holdco Certificate of Incorporation immediately prior to such Drag-Along Sale, which Holdco A Shares shall either be (A) freely transferable under securities laws by the Members under a resale registration statement to be filed and maintained effective at all times by the Holdco pursuant to applicable federal securities laws, or (B) sold in connection with such Drag-Along Sale, or (ii) sold directly to the Drag-Along Purchaser pursuant to such Drag-Along Sale, in accordance with Section 6.04(e) of the Holdco Agreement. (c) For the avoidance of doubt and notwithstanding anything to the contrary herein, (i) if any amount and nature is outstanding pursuant to a Management Loan of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares a Member, then until such other Stockholder owns no more Vested Purchased Sharestime as all outstanding amounts under such Management Loan have been repaid in full, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested Member shall direct and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with direct the transferee for the same per share consideration to be paid net proceeds from such Drag-Along Sale otherwise payable to such Stockholder for Member to first be applied to repay such Management Loan or such portion thereof as may be repaid with such net proceeds and (ii) subject to the applicable reductions in clause (i) of this Section 8.02(c), the Option as the transferee pays for the shares of Common Stock to be purchased net proceeds received by the transferee, reduced by Company in such Drag-Along Sale shall be distributed in the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesmanner in which Flow-Through Distributions are distributed pursuant to Section 5.03(a).

Drag-Along Rights. So long as this Agreement shall remain in effect, if any of Vestar and its Affiliates receives an offer from a Third Party (i) In the event that (x) prior to purchase all or any portion the third anniversary of the outstanding shares Closing, Members holding Common Units representing a Percentage Interest of at least 60% or (y) following the third anniversary of the Closing, Members holding Common Stock Units representing a Percentage Interest of at least 50% (in their capacity as such under clause (x) or (y), as applicable, under this 12.6(b), the “Dragging Members”) propose to Transfer Interests, other than any Transfer to an Affiliate of any such Dragging Member, and such offer is accepted Interests would represent 100% of the Common Units then owned by Vestar such Dragging Members, such Dragging Members shall have the right (the “Drag-Along Right”), upon written notice to the other Members, to require that each other Member join in such sale by selling 100% of such other Member’s Common Units and Profits Interest Units on substantially the same terms as such Dragging Members. Such terms and conditions shall include, without limitation, (i) the sale consideration and (ii) the provision of information, representations, warranties, covenants and requisite indemnifications; provided, however, that (x) any representations and warranties relating specifically to any Member shall only be made by that Member and (y) any indemnification provided by the Members (other than with respect to the representations referenced in the foregoing subsection (x)) shall be based solely on the relative proceeds being received by each Member in the proposed sale, in all cases on a several, not joint, basis and shall apply solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; provided, further, however, that, the Management Members, the Outside Members and the Investor Members (other than the Dragging Members) shall receive the same amount and form (or a more liquid form) of consideration as the Dragging Members in connection with the proposed sale unless they otherwise agree. For purposes of this Section 12.6, for each Member “joining the Selling Member in such Affiliatesale” or “joining the Dragging Members in such sale”, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to shall include voting its Interests consistently with the requested Transfer date by Vestar Selling Member or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such AffiliateDragging Members, as the case may be, agrees agreeing to make (except thattender and tendering its Interests in connection with any tender or exchange offer, agreeing to waive any applicable appraisal or dissenters’ rights in connection with such transaction, executing and delivering agreements and documents which are being executed and delivered by the case of representations and warranties pertaining specifically to Vestar Selling Member or such AffiliateDragging Members, as applicable, and providing such other cooperation as the case Selling Member or Dragging Members, as applicable, may be, each other Stockholder shall make reasonably request. Any expenses incurred for the comparable representations and warranties pertaining specifically to itself); provided benefit of the Company or all Members in connection with a drag-along sale contemplated by this Section 12.6(b) that all representations, warranties and indemnities are not paid by the Company or the proposed purchaser shall be made paid by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced Members in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and accordance with their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesPercentage Interests.

Drag-Along Rights. So long as this Agreement shall remain in effect, if any (a) In the event a Member or group of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion Members holding at least 50% of the outstanding shares Units (the “Drag-Along Seller”) proposes to Transfer 100% of Common Stock their Units, including by way of a purchase agreement, tender offer, merger or other business combination transaction or otherwise, or in any other transaction that constitutes a Company Sale (a “Drag-Along Sale”), and such offer is accepted Drag-Along Sale has been approved by Vestar or the Board in accordance with Section 5.3, such Affiliate, Drag-Along Seller shall have the right (hereinafter referred to as the case may be“Drag-Along Right”), but not the obligation, to require each other Member (the “Required Members”) to Transfer to the Third Party Purchaser(s), in the manner described below, 100% of its Units. (b) If any Member or group of Members elects to exercise its Drag-Along Right under this Section 12.8, then such Drag-Along Seller shall notify each other Stockholder hereby agrees that it will, if requested Required Member in writing not (“Drag-Along Notice”) no less than 15 days' ten (10) Business Days prior to the requested proposed date of the Drag-Along Sale. Each Drag-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party Purchaser(s) and a summary of any other Third Party Terms pertaining to the Transfer. (c) Upon receiving a Drag-Along Notice, each Required Member shall be obligated to sell all of its Units on the Third Party Terms. (d) At the closing of the Transfer date by Vestar or to any Third Party Purchaser(s) pursuant to this Section 12.8, the Drag-Along Seller shall cause the Third Party Purchaser(s) to remit to each Required Member the consideration payable to such Affiliate, Transfer a Required Member for its Units (less such Required Member’s pro rata number share (in accordance with its Units being sold) of Securities beneficially owned the consideration to be escrowed or held back, if any, described below), against delivery by it such Required Member of such Units, free and clear of all Liens, as evidenced by such documentation as the Third Party Purchaser reasonably requests, and the compliance by such Required Member with any other conditions to closing generally applicable to the Drag-Along Seller (including the indemnification or assumption of post-closing liabilities as described in Section 12.8(e) below)). In the event that the proposed Transfer of the Units to such Third Party on the terms of the offer so accepted by Vestar or such AffiliatePurchaser(s) is not consummated, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Shares.the

Drag-Along Rights. So long as this Agreement shall remain in effect, if any of Vestar and its Affiliates receives an offer from (a) If a Third Party to purchase all or any portion Supermajority of the outstanding shares Board of Common Stock and Managers of FCP approves a sale of all of the Units of FCP and/or Xxxxxxxx Partners (such offer is accepted by Vestar company, the “Drag Subject Company”) to a Person (the “Unit Purchaser”) other than another Member or an Affiliate of a Member (a “Unit Drag Sale”), subject to applicable Gaming Laws, the Members selling such Affiliateinterests (the “Dragging Members”) may, as the case may beat their option, then require each other Stockholder hereby agrees that it willMember of FCP and Xxxxxxxx Partners (the “Dragged Members”) to sell all of the Units of FCP and Xxxxxxxx Partners held by such Dragged Members. (b) Subject to the receipt of all required Gaming Licenses, if requested in writing the Dragging Members shall give each Dragged Member not less than 15 days' fifteen (15) days prior to the requested Transfer date by Vestar or of the proposed sale, a notice summarizing the economic terms of such AffiliateDrag Sale, Transfer including the purchase price, closing date and the identity of the Unit Purchaser. The Dragged Member sale shall be made on the same date, at a pro rata number price equal to a proportionate share of Securities beneficially owned by it the aggregate purchase price paid in such Unit Drag Sale (which proportionate share shall be based upon the amount that would be distributable to such Third Party Dragged Member relative to the amount that would be distributable to all other Dragging and Dragged Members had an amount equal to the equity value of FCP and Xxxxxxxx Partners implied by such purchase price been distributed pursuant to Section 5.1 of the FCP Operating Agreement and the Xxxxxxxx Partners Operating Agreement (as determined by a Supermajority of the Board of Managers of FCP)) and on terms and conditions at least as favorable to such Dragged Member as the terms and conditions as the sale by the Dragging Members (and if a unique implied purchase price is not mathematically determinable, using the highest possible implied purchase price). In connection with any Unit Drag Sale, each Dragged Member shall take such actions as may be reasonably required by the Dragging Members and shall otherwise cooperate in good faith with the Dragging Members. At the closing of a Unit Drag Sale, each Dragged Member shall deliver to such Unit Purchaser all documents and instruments as may be reasonably requested by such Unit Purchaser in connection with such Unit Drag Sale, against payment of the offer so accepted by Vestar or such Affiliate, as appropriate purchase price; provided that the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees Dragged Members shall not be required to make (except that, in the case of any representations and warranties pertaining specifically except those relating to Vestar or title of their Units, due authorization of the Unit Drag Sale and the absence of conflicts, which such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and Members thereunder shall be borne by each of them on a pro rata basisbasis determined according to the aggregate proceeds received by each of them in the Unit Drag Sale and no Dragged Member shall be required to agree to, or be deemed to have agreed to, any non-financial terms, covenants and agreements such as non-competition and non-solicitation agreements without its express written consent. In the event that any such Unit Drag Sale is structured as a merger, consolidation or similar business combination, each Member agrees to vote in favor of the transaction and take all action to waive any dissent, appraisal or other similar rights; provided, further, that, notwithstanding the foregoing, each Dragged Member may be liable for breaches of representations and provided further that warranties about FCP, Xxxxxxxx Partners or the terms Subsidiaries and their operations so long as such liability is not in excess of such offer applicable to Dragged Member’s pro rata percentage interest in the aggregate proceeds of the Unit Drag Sale. (c) Upon consummation of a Unit Drag Sale, if a Dragged Member has not delivered any Common Stock beneficially owned documents and instruments as contemplated by the preceding paragraph (b), such other Stockholder are Dragged Member shall no less favorable than the terms longer be considered a holder of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may beUnits, and their respective Affiliates (including such Dragged Member’s sole rights with respect to such Units shall be to receive the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by receivable in connection with such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion Unit Drag Sale upon delivery of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested appropriate documents and exercisable, and then any remaining Purchased Sharesinstruments.

Drag-Along Rights. So long as (a) Subject to the limitations and conditions set forth in this Agreement Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall remain in effect, if any of Vestar and its Affiliates receives an offer from constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to purchase all make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any portion representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the outstanding shares of Common Stock and such offer is accepted Company in connection with the Drag-Along Transaction shall be shared by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested Members pro rata on a several but not joint basis in writing not less than 15 days' prior proportion to the requested Transfer date proceeds received by Vestar each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms Drag-Along Transaction in excess of the offer so accepted proceeds received by Vestar or such Affiliate, as Member in the case may beDrag-Along Transaction; including making the same (y) each Class A Member shall only be obligated to provide representations, warranties, covenants, covenants or indemnities to the extent all other Members are similarly obligated; and agreements that Vestar (z) any escrow or such Affiliate, as the case may be, agrees to make (except that, in the case other holdback of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities proceeds shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them allocated on a pro rata basis; and provided further that basis among the terms applicable Members. (b) In connection with a Drag-Along Transaction, (i) all of such offer applicable to the Members shall be allocated the same form of consideration, or if any Common Stock beneficially owned by such other Stockholder Members are no less favorable than the terms of such offer applicable given an option as to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, form and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid received, all Members will be given the same option, and (ii) the consideration to be received by the Members in a Drag-Along Transaction will be calculated by taking the aggregate proceeds from such Drag-Along Transaction and allocating such proceeds among the Members in such relative amounts as would have resulted if the Company had liquidated and sold its assets for a cash amount equal to such Stockholder consideration, valuing any non-cash consideration at its Fair Market Value, and immediately distributed such proceeds to the Members in accordance with Section 10.2(d). (c) The Company shall bear the reasonable and documented costs incurred by each Member arising pursuant to a Drag-Along Transaction; provided that costs incurred by or on behalf of a Member for such portion its sole benefit will not be considered costs of the Option as transaction hereunder. (d) Notwithstanding anything contained in this Section 3.7 to the transferee pays contrary, there shall be no liability or obligation on behalf of the Common Units Member or its Affiliates or the Company if either determines, for any reason, not to consummate a Drag-Along Transaction, and the shares of Common Stock Units Member shall be permitted to, and shall have the authority to be purchased cause the Company to, discontinue at any time any Drag-Along Transaction initiated by the transfereeCommon Units Member by providing written notice to the Company and the other Members. (e) In the event that the Common Units Member is entitled to registration rights in respect of its securities in a Drag Along Transaction, reduced the Common Units Member shall ensure that the Class A Units Member will receive piggy-back registration rights on any registration in which the Common Units Member is entitled to register such securities (including any demand registrations exercised by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesCommon Units Member).

Drag-Along Rights. So long as this Agreement (a) Within five (5) days after the receipt by the Company of a Drag-Along Notice, the Company shall remain in effectforward such Drag-Along Notice to the Members. Each Member shall, if any and shall cause each of Vestar and its Affiliates receives an offer from a Third Party to, cooperate in connection with the Drag-Along Sale and take all steps reasonably necessary or reasonably requested by Holdco, the Company, and the Drag-Along Purchaser to purchase all or any portion of consummate the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party Drag-Along Sale on the terms Drag-Along Terms (including by waiving any appraisal or dissenter’s rights that may exist under any applicable law, voting for or consenting to any merger, consolidation, sale of the offer so accepted by Vestar assets or such Affiliatesimilar transaction, as the case may be; executing any purchase agreements, merger agreements, escrow agreements or related documents, including making the same representationsinstruments of Transfer and providing customary several, warrantiesbut not joint, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities concerning such Member’s valid ownership of its Class A Units, free and clear of all Liens and encumbrances (other than those arising under applicable securities laws or in connection with the Drag-Along Sale) and such Member’s authority, power, and right to enter into and consummate agreements relating to such transactions without violating any applicable law or other agreement; provided, however, that such agreements, documents or instruments shall be made not contain any non-competition or similar restrictive covenants. Without limiting the generality of the immediately preceding sentence, each Member shall, subject to the provisions of any definitive agreement (including any limitations on indemnification set forth therein) entered into in connection with a Drag-Along Sale, indemnify, defend and hold harmless the Drag-Along Purchaser in any Drag-Along Sale, pro rata in accordance with the amount of consideration received by Stockholders severally such Member in connection with such Drag-Along Sale as a proportion of the aggregate amount of consideration received by all Members together with all members of Holdco (excluding the Company) in connection with such Drag-Along Sale, from and not jointly against any losses, damages and that the liability liabilities arising from or in connection with (i) any breach of Stockholders (whether pursuant to a any representation, warranty, covenantcovenant or agreement of Holdco or the Company in connection with such Drag-Along Sale, and (ii) any other indemnification provision obligation in connection with such Drag-Along Sale relating to the business or agreementpotential liabilities of the Company or Holdco and its Subsidiaries; provided, that (A) such indemnification obligation shall be evidenced in writings executed by them several and not joint, and (B) the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms aggregate maximum amount of such offer applicable to any Common Stock beneficially owned indemnification obligation shall not exceed the amount of consideration received by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including Member with respect to its Class A Units in connection with such Drag-Along Sale. (b) For the avoidance of doubt and notwithstanding anything to the contrary herein, (i) if any amount and nature is outstanding pursuant to a Management Loan of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares a Member, then until such other Stockholder owns no more Vested Purchased Sharestime as all outstanding amounts under such Management Loan have been repaid in full, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested Member shall direct and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with direct the transferee for the same per share consideration to be paid net proceeds from such Drag-Along Sale otherwise payable to such Stockholder for Member to first be applied to repay such Management Loan or such portion thereof as may be repaid with such net proceeds and (ii) subject to the applicable reductions in clause (i) of this Section 8.03(b), the Option as the transferee pays for the shares of Common Stock to be purchased net proceeds received by the transferee, reduced by Company in such Drag-Along Sale shall be distributed in the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesmanner in which Flow-Through Distributions are distributed pursuant to Section 5.03(a).

Drag-Along Rights. So long as If the Class A Member desires to Transfer all of its Company Interest to a third party purchaser and has complied in all respects with its obligations under the provisions of this Agreement shall remain Section 7.4, then, in effectsuch event, if any of Vestar and its Affiliates receives an offer from a Third Party the Class A Member may elect to purchase cause the Class B Members to include in such sale to the third party purchaser all or any portion of the outstanding shares Class B Members’ Company Interests (the “Class B Drag Along Portion”). The sale of Common Stock the Class B Drag Along Portion shall be at the same price and in the same consideration and on the same terms and conditions as set forth in the Transferee Terms (including the date for the closing of such offer is accepted by Vestar or such Affiliate, as the sale) and in any case may be, then each other Stockholder hereby agrees that it will, if requested in writing not on terms no less favorable to Class B Members than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it Class A Member. Any election pursuant to such Third Party on this Section 7.4(c)(ii) to include the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, Class B Drag Along Portion in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders sale (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement“Drag Along Notice”) shall be evidenced set forth in writings executed the Transferee Terms or the Tag Along Sale Notice given by them the Class A Member in connection with such Transfer. In connection with any such Drag Along Notice, the Class B Members will execute and deliver all related documentation and take such other action in support of the transferee Transfer as shall reasonably be requested by the Class A Member in order to carry out the terms and shall be borne by each provision of them on a pro rata basis; this Section 7.4(c)(ii), including, without limitation, executing and provided further delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents. In the event that the terms of Class A Members, in connection with such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than Transfer, appoint a representative for the terms of such offer applicable to Members (the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including “Representative”) with respect to matters affecting the amount and nature Members under the applicable definitive transaction agreements following consummation of consideration and time such Transfer, the Class B Members agree (x) to consent to (i) the appointment of receipt thereof); and provided further that such Representative, (ii) the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion establishment of any Options then held by applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such other Stockholder that are then vested and exercisable Representative’s pro rata portion (provided in from the case of a Transfer applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such portion Representative in connection with such Representative's services and duties in connection with such Transfer and its related service as the representative of the Options that Member, and (y) not to assert any claim or commence any suit against the Company shall have made acceptable arrangements Representative or any other Member with the transferee for the same per share consideration respect to any action or inaction taken or failed to be paid to such Stockholder for such portion of taken by the Option Representative in connection with its service as the transferee pays for the shares of Common Stock to be purchased by the transfereeRepresentative, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisableabsent fraud, and then any remaining Purchased Shareswillful misconduct or gross negligence.

Drag-Along Rights. So long as this Agreement shall remain in effectIf (i) the Board, if any (ii) an Investor Majority and (iii) the holders of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion majority of the outstanding Common Stock (excluding shares of Common Stock issued upon conversion of Preferred Stock) held by the Voting Parties, each approve a Change of Control Transaction, each of the Voting Parties agrees (i) to vote all shares held by such Voting Party in favor of such Change of Control Transaction, and (ii) to sell or exchange all shares of Capital Stock then held by such offer Voting Party pursuant to the terms and conditions of such Change of Control Transaction, subject to the following conditions: (a) such Voting Party receives with respect to his, her or its Shares of a class or series of Capital Stock consideration per share that is accepted no less than every other Voting Party participating in the transaction with respect to his, her or its Shares of the same class or series of Capital Stock; (b) the proceeds payable to such Voting Party in connection with such transaction are equal to or greater than the proceeds required to be paid to such Voting Party pursuant to Article V(3)(a) of the Restated Certificate ; (c) the maximum liability of such Voting Party in connection with such transaction is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by Vestar or any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to, and does not exceed the consideration payable to such Affiliate, as Voting Party in such transaction (other than in the case may be, then each other Stockholder hereby agrees that it will, if requested in writing of potential liability for such Voting Party for fraud or intentional misrepresentation for which liability need not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it be subject to such Third Party on limitation); (d) the terms ratio of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same Voting Party’s liability for breaches of representations, warranties, covenantscovenants or other obligations of the Company in connection with such Change of Control Transaction of the Company to the total consideration paid to such Voting Party in the Change of Control Transaction of the Company shall not exceed such ratio with respect to any other Voting Party; (e) if any holder of Capital Stock is given an option as to the form and amount of consideration to be received as a result of the Change of Control Transaction , indemnities such Voting Party shall have also been given such option; provided, that if the consideration to be paid in exchange for the Shares in such Change of Control Transaction includes any securities and agreements that Vestar due receipt thereof by any Voting Party would require under applicable law (x) the registration or qualification of such Affiliatesecurities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Voting Party of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended, the case Company may because to be paid to any such Voting Party in lieu thereof, agrees against surrender of the Shares which would have otherwise been sold by such Voting Party, an amount in cash equal to make the fair value (except that, as determined in good faith by the case Company) of representations and warranties pertaining specifically to Vestar or the securities which such Affiliate, Voting Party would otherwise receive as of the case may be, each other Stockholder shall make date of the comparable representations and warranties pertaining specifically to itself)issuance of such securities in exchange for the Shares; provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders and (whether pursuant to a representation, warranty, covenant, indemnification provision or agreementf) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer transaction applicable to any Common Stock beneficially owned by such other Stockholder Voting Party are materially no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such each other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for Voting Party holding the same per share consideration to be paid to class or series of Shares as such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesVoting Party.

Drag-Along Rights. So long as this Agreement shall remain If Members owning 75% of the voting interests underlying the outstanding Membership Interests (the “Drag Members”) deliver a notice to the remaining Members (each a “Compelled Holder”) in effect, if connection with a bona fide offer (a “Sale Offer”) by a third party that is not a Permitted Transferee of any of Vestar and its Affiliates receives an offer from a Third Party the Drag Members to purchase all or any portion of the outstanding shares Membership Interests of Common Stock the Company for cash or securities that are freely tradable on a nationally recognized exchange, the Drag Members will have the right within the 90 day period thereafter and such offer is accepted by Vestar or such Affiliateas provided below to require the Compelled Holders (which includes the holder(s) of Class B Units, as the case may beClass C Units, then each other Stockholder hereby agrees that it willClass D Units and Class E Units calculated on an as-converted basis) to sell all, if requested in writing but not less than 15 days' prior all, of the Membership Interests then held by the Compelled Holders to such third party on the same price, terms and conditions and for the same pro rata form of consideration to the requested Transfer date by Vestar Compelled Holders as those upon which the Drag Members sell all of their Membership Interests to such third party. (a) If the Drag Members elect to exercise their right to compel a sale pursuant to the terms hereof, the Drag Members will promptly deliver written notice (“Sale Notice”) of the Sale Offer to the Compelled Holders setting forth the amount and type of consideration for the Membership Interests (which consideration may be cash, securities that are freely tradable on a nationally recognized exchange, or such Affiliateany mix thereof, Transfer a provided that the same mix of cash and non-cash consideration is provided pro rata number of Securities beneficially owned by it to such Third Party on each Member participating in the terms sale), the identity of the offer so accepted by Vestar or such Affiliate, as third party and the case may be; including making other terms and conditions of the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as Sale Offer. The Selling Members will notify each Compelled Holder reasonably in advance of any negotiations with the case may be, agrees third party with respect to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities in connection with the Sale Offer if such Compelled Holder will be required to sign an agreement with respect to such representations, warranties or indemnities to effect the sale of the Compelled Holder’s Units, and in all events the representations, warranties and indemnities applicable to such Compelled Holder will be the same as those applicable to the Drag Members. In no event, however, shall a Compelled Holder be made by Stockholders severally and not jointly and that required to make any representation or warranty about the liability Company or the Drag Members nor will any indemnity required from a Compelled Holder be joint (as opposed to several) or require payment in excess of Stockholders (whether the net cash proceeds such Compelled Holder receives in the compelled sale pursuant to a representation, warranty, covenant, indemnification provision or agreementthis Section 9.3. (b) shall be evidenced in writings executed by them and Each Compelled Holder will (i) deliver to an escrow agent (the transferee and shall cost of such escrow agent will be borne by the Company), not less than five (5) business days before the proposed date of consummation of the Sale Offer, the duly endorsed certificate or certificates (if any) representing all Units owned by such Compelled Holder and (ii) execute and deliver any documents required by the Sale Offer to complete the sale pursuant to this Section 9.3. If such Compelled Holder fails to deliver such certificates to the escrow agent, the Company will cause the books and records of the Company to show that such Units are subject to the provisions of Section 9.3 of this Agreement and may be transferred only to the third party upon payment of the cash purchase price without interest and upon surrender for transfer by such Compelled Holder to the escrow agent. (c) The Drag Members will have 90 days from the date on which the Sale Notice is received by the Compelled Holders to sell to the third party, at the same price and substantially the same terms and conditions set forth in the written notice delivered to the Compelled Holders, all of the Units subject to the Sale Offer. Immediately after completion of any such sale pursuant to this Section 9.3, the escrow agent will notify each Compelled Holder and will remit to such Compelled Holder the total sales price attributable to the Units of them on such Compelled Holder sold pursuant thereto less a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options reasonable out-of-pocket expenses and taxes, if any, incurred in connection with such sale; provided, however, that if such Compelled Holder failed to deliver the certificates for such Units (if any) to the escrow agent in accordance with the terms hereof, the third party will hold such proceeds in escrow (with no interest) until such Compelled Holder so delivers such certificates. If any sale to a third party is not completed on substantially the same terms as set forth in the Sale Offer by the expiration of the 90 day period referred to herein, then, without prejudice to the right of the Drag Members to seek to compel a sale under the terms hereof in the future, the Company will cause the escrow agent to immediately return to each Compelled Holder all certificates representing the Units of such Compelled Holder. (d) Notwithstanding anything in this Section 9.3 to the contrary, there will be no liability on the part of the Drag Members to the Compelled Holders if any sale of Units pursuant to this Section 9.3 is not consummated for whatever reason. It is understood that the Company shall have made acceptable arrangements with the transferee for the same per share consideration Drag Members, in their sole discretion, will determine whether to be paid affect a sale of Units to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock any Person pursuant to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesthis Section 9.3.

Drag-Along Rights. So long as this Agreement shall remain in effect(a) If (i) a Selling Member proposes to Transfer all, if any but not less than all, of Vestar and its Affiliates receives an offer from Membership Interest to a Third Party for cash consideration, (ii) such Selling Member has complied with Section 10.05 and Section 10.06, (iii) the Non-Selling Member has (A) elected not to purchase all make a Matching Offer or any portion has failed to deliver a ROFR Election Notice prior to the ROFR Deadline and (B) failed to accept the Tag-Along Offer, (iv) such Selling Member is proceeding with the Transfer of the outstanding shares Offered Interest pursuant to Section 10.05(e) and (v) the Offered Interest which such Selling Member proposes to Transfer represents a Percentage Interest of Common Stock and such offer is accepted by Vestar 80% or such Affiliate, as the case may bemore, then each other Stockholder hereby agrees that it willsuch Selling Member shall have the right (the “Drag-Along Right”) to require the Non-Selling Member to Transfer, if requested on the same terms and conditions set forth in writing the Offer Notice, all, but not less than 15 days' prior to all, the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options Membership Interest then held by such other Stockholder that are then vested Non-Selling Member (a “Drag-Along Transfer”). (b) In order to exercise the Drag-Along Right, the Selling Member shall send a written notice (a “Drag-Along Notice”) to the Non-Selling Member at least 15 days prior to the anticipated closing date of the Drag-Along Transfer setting forth the terms and exercisable conditions of such Drag-Along Transfer together with a statement asserting such Non-Selling Member’s obligation to participate in such Drag-Along Transfer on substantially the same terms and conditions (provided including a pro rata portion, based on the then-applicable relative Percentage Interests of the Members, of the aggregate consideration attributable to the Membership Interests in such Drag-Along Transfer) as the Selling Member. (c) The Non-Selling Member shall be required to participate in the case Drag-Along Transfer on the terms and conditions set forth in the Drag-Along Notice, and shall execute all agreements, instruments and certificates and take all actions necessary or desirable to effectuate the Drag-Along Transfer; provided, however, that the Non-Selling Member shall not be subject to the provisions of a this Section 10.07 if in the Drag-Along Transfer the Non-Selling Member: (i) is required to be subject to an obligation for indemnification or other liability that is in excess of any either (A) the aggregate purchase price that such Non-Selling Member actually receives in such Drag-Along Transfer or (B) its pro rata portion of the Options that the Company shall have made acceptable arrangements with the transferee aggregate obligations for the same per share consideration to be paid to such Stockholder for such portion indemnification or other liability of the Option Selling Member and the Non-Selling Member (based on the then-applicable relative Percentage Interests of such Members), (ii) is subject to any obligations that are materially different and adverse as compared to the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion obligations of the OptionsSelling Member in such Transfer or (iii) until no portion of is required to make representations and warranties other than the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesRequired Representations.

Drag-Along Rights. So long as this Agreement shall remain (a) In the event that (x) one or more Unitholders that in effectthe aggregate hold more than fifty percent (50%) of the issued and outstanding Units (such Unitholder or Unitholders, if any the “Dragging Group”) desires to transfer in one transaction, or a series of Vestar and its Affiliates receives an offer from related bona fide transactions (other than pursuant to Section 4.03 or Section 4.04), 100% of the relevant Dragging Group’s Units to a Third Party to purchase all or Purchaser, after complying with Section 4.05, and (y) in the event that Dynegy and its Affiliate Transferees hold any portion of the outstanding shares of Common Stock and Units held by the Dragging Group, the aggregate proceeds to the ECP Funds from such offer is accepted by Vestar transfer would equal or such Affiliate, as exceed an amount equal to the case may beFinal Call Purchase Price (a “Drag Along Sale”), then each other Stockholder hereby agrees that it willthe Dragging Group shall have the right (a “Drag Along Right”), if requested in writing but not the obligation, to require all (and not less than 15 days' prior all) other Unitholders in the Company (such other Parties, the “Non-Dragging Unitholders”), to tender for purchase by the Third Party Purchaser, on the same terms and conditions as apply to the requested Transfer date Dragging Group, all of the Units held by Vestar or such Affiliatethe Non-Dragging Unitholder. (b) If the Dragging Group elects to exercise its Drag Along Right under this Section 4.06, Transfer a pro rata number the Dragging Group shall notify each other Party in writing (collectively, the “Drag Along Notices”). Each Drag Along Notice shall set forth (i) the proposed amount and form of Securities beneficially owned consideration and terms and conditions of payment offered by it to such the Third Party Purchaser(s) and a summary of any other material terms pertaining to the transfer (“Drag Along Terms”), (ii) in the event Dynegy and its Affiliate Transferees hold any of the Units held by the Dragging Group, the Dragging Group’s calculation of the Final Call Purchase Price, and (iii) in the event that Dynegy and its Affiliate Transferees hold any of the Units held by the Dragging Group, a statement of the Dragging Group’s good-faith belief that proceeds from the Drag Along Sale would equal or exceed the Final Call Purchase Price. The Drag Along Notices shall be given at least thirty (30) days before the closing of the proposed Drag Along Sale. (c) Upon receipt of a Drag Along Notice, each Non-Dragging Unitholder shall be obligated to sell all of its Units on the terms Drag Along Terms. Each Non-Dragging Unitholder shall (i) receive the benefits of the offer so accepted by Vestar or such Affiliate, same terms and conditions as the case may be; Dragging Group in connection with such transfer, including making receiving the same representationsvaluation of consideration and form of consideration, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to (ii) only make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities covenants and assume any post-closing obligations that are in each case the same as the Dragging Group (adjusted as appropriate for each Party’s Percentage Interest); provided, however, that notwithstanding anything to the contrary in this Agreement, none of the Non-Dragging Unitholders shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant required to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced provide indemnities as to any other person in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms excess of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion Unitholder’s Percentage Interest of the Options purchase price under the Drag Along Sale; provided, that the Company shall have made acceptable arrangements with the transferee for the same per share consideration avoidance of doubt, in no event shall a Non-Dragging Unitholder be required to be paid to such Stockholder for such portion sell less than all of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesits Units in a Drag Along Sale.

Drag-Along Rights. So long as this Agreement shall remain in effect(a) Subject to Section 8.08, if one or more of the DLJMB Members (collectively, the “Drag-Along Seller”) propose to Transfer Units to any of Vestar and its Affiliates receives an offer from a Third Party or Parties (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions and the Units to purchase all or any portion of be Transferred by the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing Drag-Along Seller represent not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number 50% of Securities beneficially Units then owned by it the DLJMB Members in the aggregate (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each Other Member to such Third Party on Transfer, and each other Member hereby agrees to Transfer, the terms Drag-Along Portion of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make Units (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement“Drag-Along Rights”) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder Other Member. All Other Members shall cooperate in, and shall take all actions that are then vested the Drag-Along Seller deems reasonably necessary or desirable to consummate the Drag-Along Sale, including, without limitation, (i) voting their respective Units (or executing and exercisable delivering any written consents in lieu thereof) in favor of the Drag-Along Sale, including voting to approve a Drag-Along Sale if such Drag-Along Sale is structured as a merger or a sale of all or substantially all of the assets of the Company, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale, (provided ii) to the extent permitted by applicable law, not exercising any dissenters’ or appraisal rights to which they may be entitled in connection with the Drag-Along Sale, and (iii) subject to Section 8.07(b), entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller. Each Other Member hereby grants to the Drag-Along Seller, an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Other Member’s Units in accordance with such Other Member’s agreements in this Section 8.07 and a power of attorney to execute and deliver in the case name and on behalf of such Other Member all such agreements, instruments and other documentation (including any written consents of Members) as is required to Transfer the Units held by such Other Member to the Drag-Along Transferee. The Drag-Along Seller shall provide notice to each Other Member that sets forth the circumstances in which such proxy or power of attorney was used immediately following the exercise of the Drag-Along Seller’s rights as set forth above. (b) The Drag-Along Seller shall provide notice of such Drag-Along Sale to the Other Members (a “Drag-Along Sale Notice”) not later than ten (10) Business Days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the Drag-Along Transferee, the number of Units subject to the Drag-Along Sale, the consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”) and all other material terms and conditions of any the Drag-Along Sale. The number of Units to be sold by each Other Member shall be the Drag-Along Portion of the Units that such Other Member owns. Each Other Member shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender the Drag-Along Portion of its Units as set forth below. The price payable in such Transfer shall be the Drag-Along Sale Price. Not later than five (5) Business Days after the date of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Other Members shall deliver to a representative of the Drag-Along Seller designated in the Drag-Along Sale Notice the certificate (if then certificated) and other applicable instruments representing the Units of such Other Member to be included in the Drag-Along Sale, together with a limited power-of-attorney authorizing the Drag-Along Seller or such representative to Transfer such Units on the terms set forth in the Drag-Along Notice and wire transfer instructions for payment of the cash portion of the Options that consideration to be received in such Drag-Along Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Units pursuant to this Section 8.07 (b) at the closing for such Drag-Along Sale against delivery to such Other Member of the consideration therefor. If an Other Member should fail to deliver such certificates (if then certificated) or instruments to the Drag-Along Seller and the Drag-Along Sale is consummated, the Company shall cause the books and records of the Company to show that such Units are bound by the provisions of this Section 8.07 (b) and that such Units shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof. (c) The Drag-Along Seller shall have made acceptable arrangements a period of 120 days from the date of receipt of the Drag-Along Sale Notice to consummate the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Sale Notice, provided that, if such Drag-Along Sale is subject to regulatory approval, such 120-day period shall be extended until the expiration of five (5) Business Days after all such approvals have been received, but in no event later than 180 days following the date of receipt of the Drag-Along Sale Notice. If the Drag-Along Sale shall not have been consummated during such period, the Drag-Along Seller shall promptly return to each of the Other Members the limited power-of-attorney (and all copies thereof) and all certificates and other applicable instruments representing Units that such Other Members delivered for Transfer pursuant hereto, together with any other documents in the possession of the Drag-Along Seller executed by the Other Members in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Units owned by the Other Members shall again be in effect. (d) Concurrently with the transferee for consummation of the same per share Drag-Along Sale, the Drag-Along Seller shall give notice thereof to the Other Members, shall remit or cause to be remitted to each of the Other Members the total consideration to be paid to such Stockholder for such at the closing of the Drag-Along Sale (the cash portion of the Option as the transferee pays which is to be paid by wire transfer of immediately available funds in accordance with such Other Member’s wire transfer instructions) for the shares Units Transferred pursuant hereto and shall furnish such other evidence of Common Stock the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Other Members. (e) Notwithstanding anything contained in this Section 8.07, there shall be no liability on the part of the Drag-Along Seller to be purchased the Other Members (other than the obligation to return the limited power-of-attorney and the certificates (if then certificated) and other applicable instruments representing Units received by the transfereeDrag-Along Seller) if the Transfer of Units pursuant to this Section 8.07 is not consummated for whatever reason, reduced regardless of whether the Drag-Along Seller has delivered a Drag-Along Sale Notice. The decision to effect a Transfer of Units pursuant to this Section 8.07 by the aggregate option exercise price for Drag-Along Seller is in the transferred portion sole and absolute discretion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesDrag-Along Seller.

Drag-Along Rights. So long as this Agreement shall remain (a) If at any time PubCo desires to Transfer in effect, if any of Vestar and its Affiliates receives an offer from a Third Party to purchase one or more transactions all or any portion of its Units (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of PubCo (an “Applicable Sale”), PubCo can require each other Member to sell the outstanding shares same pro rata share of Common Stock its Units as is being sold by PubCo (based upon the total number of Units held by PubCo at such time) on the same terms and conditions (“Drag-Along Right”). PubCo may in its sole discretion elect to cause the Board and/or the Company to structure the Applicable Sale as a merger or consolidation or as a sale of the Company’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Member shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Member may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Member agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by PubCo of its Drag-Along Right pursuant to this Section 9.7, each Member shall take all reasonably necessary and desirable actions approved by PubCo in connection with the consummation of the Applicable Sale, including the execution of such agreements and such offer is accepted by Vestar or such Affiliate, as the case may be, then each instruments and other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior actions reasonably necessary to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Members shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than PubCo, (B) such Members shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Company in connection with such Applicable Sale unless and agreements to the extent that Vestar such expenses, costs and fees were incurred for the benefit of the Company or all Members, (C) such AffiliateMembers shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Company and the Members as sellers in respect of such Applicable Sale, as and (D) any indemnities or other liabilities approved by PubCo or the case may be, agrees to make (except thatBoard shall be limited, in respect of each Member, to such Member’s share of the case proceeds from the Applicable Sale. (b) At least five (5) Business Days before consummation of representations an Applicable Sale, PubCo shall (i) provide the Members written notice (the “Applicable Sale Notice”) of such Applicable Sale, which notice shall contain (A) the name and warranties pertaining specifically to Vestar or such Affiliateaddress of the third party purchaser, as (B) the case may beproposed purchase price, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such payment and other Stockholder are no less favorable than the material terms and conditions of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliatepurchaser’s offer, as the case may be, and their respective Affiliates (including together with a copy of any binding agreement with respect to such Applicable Sale and (C) notification of whether or not PubCo has elected to exercise its Drag-Along Right and (ii) promptly notify the amount Members of all proposed changes to such material terms and nature keep the Members reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver to the Members copies of consideration and time all final material agreements relating thereto not already provided in according with this Section 9.7(b) or otherwise. PubCo shall provide the Members written notice of receipt thereof); and provided further the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements Applicable Sale Notice served with the transferee for the same per share consideration to be paid respect to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder Applicable Sale is vested and exercisable, and then any remaining Purchased Sharesrescinded.

Drag-Along Rights. So long If the Board and Series A Investors holding at least 75% of the Series A Preferred Stock approve a Change of Control Transaction (as this Agreement defined below) (the “Dragging Shareholders”), each of the Voting Parties agrees (i) to vote all shares held by such Voting Party in favor of such Change of Control Transaction, and (ii) to sell or exchange the same proportion of shares of common stock then held by such Voting Party (assuming full conversion or exercise of all outstanding convertible securities, rights, options and warrants held by said Voting Party) pursuant to the terms and conditions of such Change of Control Transaction as is being sold or exchanged by the Dragging Shareholders (assuming full conversion or exercise of all outstanding convertible securities, rights, options and warrants held by the Dragging Shareholders), subject to the following conditions: (a) no Voting Party shall remain be required to make any representation, covenant or warranty in effectconnection with the Change of Control Transaction, other than as to such Voting Party’s ownership and authority to sell, free of liens, claims and encumbrances, the shares of common stock proposed to be sold by such Voting Party; (b) the consideration payable with respect to each share in each class or series as a result of such Change of Control Transaction is the same (except for cash payments in lieu of fractional shares) as for each other share in such class or series; (c) each class and series of capital stock of the Company will be entitled to receive the same form of consideration (and be subject to the same indemnity and escrow provisions) as a result of such Change of Control Transaction; (d) the payment with respect to each Share is an amount at least equal to the amount payable in accordance with the Company’s certificate of incorporation, if any such Change of Vestar and its Affiliates receives an offer from Control Transaction were deemed a Third liquidation, dissolution or winding up pursuant to Article V, Section 3(e) thereof; and (e) the liability of such Voting Party to purchase all or any portion shall in no event exceed the amount of the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it consideration otherwise payable to such Third Voting Party on in connection with the Change of Control Transaction, except with respect to claims of fraud by such Voting Party, the liability for which need not be limited as to such Voting Party; (f) the terms of the offer so accepted by Vestar or liability for indemnification, if any, of such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, Voting Party in the case Change of Control Transaction, and for the inaccuracy of any representations and warranties pertaining specifically to Vestar made by the Company or other Voting Parties in connection with such AffiliateChange of Control Transaction, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable to such Voting Party than the terms of such offer liability applicable to the Common Stock beneficially owned by Vestar or such AffiliateDragging Shareholders, as the case may be, and their respective Affiliates (including with respect to the amount whether such liability is joint and nature of consideration and time of receipt thereof)several; and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable and (provided g) in the case event of a Transfer Change of Control Transaction by merger, consolidation or reorganization, any successor entity to the Company in such portion Change of Control Transaction shall assume each of (i) the obligations of the Options that Company pursuant to the side letter agreement between FHCRC and the Company, dated as of October 16, 2013 and (ii) the obligations of the Company shall have made acceptable arrangements with pursuant to the transferee for side letter agreement between MSKCC and the same per share consideration to be paid to such Stockholder for such portion Company, dated as of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesdate hereof.

Drag-Along Rights. So long as this Agreement shall remain (a) Prior to a Liquidity Transaction, in effectthe event that a SAFE Sale or GL Business Sale is consummated or one or more definitive transaction agreements are entered into providing for a SAFE Sale or GL Business Sale, if any in each case, on Arms-Lengths Terms and not with an Affiliate of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion of the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may beSAFE, then SAFE may, in its sole discretion, notify each other Stockholder hereby agrees that it willMember (each, if requested a “Drag-Along Member”) in writing that SAFE (or a designee) will acquire all (and not less than 15 days' prior all) of such Member’s Units (the “Drag-Along Transaction”). If SAFE delivers such notice: (i) to the extent any vote or consent to such Drag-Along Transaction is required, each Drag-Along Member shall consent or vote for such Drag- Along Transaction and shall waive any claims related thereto, including any dissenter’s rights, appraisal rights or similar rights which such Drag-Along Member may have in connection therewith, (ii) no Drag- Along Member shall raise any objections to the proposed Drag-Along Transaction, (iii) each Drag- Along Member shall agree to sell all of its Units on the terms and conditions as set forth in such notice, subject to any rollover by Company Personnel of their Units as may be requested Transfer date by Vestar or the Transferee, (iv) each Drag-Along Member shall execute all documents reasonably required to effectuate such AffiliateDrag-Along Transaction, Transfer as determined by SAFE (including consenting to amendments to this Agreement), (v) each Drag-Along Member shall be obligated to provide the same covenants, agreements, indemnities (on a pro rata number basis in accordance with their Drag-Along Pro Rata Share, provided that no indemnification obligation of Securities beneficially owned any Drag-Along Member shall exceed the consideration received by it to such Third Party on Drag-Along Member for the terms sale of the offer so accepted by Vestar or its Units in such AffiliateDrag-Along Transaction), as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees (vi) no Drag- Along Member shall be required to make (except that, in the case of any representation or warranty other than customary representations and warranties pertaining specifically with respect to Vestar (A) such Drag-Along Member’s existence and power and authority to consummate the Drag-Along Transaction, (B) such Drag-Along Member’s ownership of its respective Units and ability to freely convey such Units without liens or encumbrances (other than by reason of this Agreement), (C) non-contravention of such AffiliateDrag-Along Member’s charter, as bylaws or other organizational documents and non-contravention of laws and/or judgments by such Drag- Along Member, (D) the case may beenforceable nature of such Drag-Along Member’s obligations under the documents for the Drag-Along Transaction to which it is a party, each other Stockholder shall make subject to customary exceptions and (E) that such Drag-Along Member has not retained any Person that would be entitled to any broker’s or finder’s fees in connection with the comparable representations and warranties pertaining specifically to itself); provided that all representationsDrag-Along Transaction, warranties and indemnities shall (vii) no Drag-Along Member should be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a liable for any representation, warranty, covenantcovenant or agreement made by another Drag-Along Member and (viii) each Drag-Along Member shall take all other actions reasonably necessary or desirable, indemnification provision or agreement) as determined by the Board, to cause the consummation of such Drag-Along Transaction on the terms proposed by SAFE. No Drag-Along Member shall be evidenced required to agree to any non-competition, non- solicitation or similar restrictive covenant. As used herein, “Drag-Along Pro Rata Share” of a Drag- Along Member means the number of Units derived by dividing (x) the total number of Units then held by such Drag-Along Member, by (y) the total number of Units to be sold by all Drag-Along Members in writings executed by them and the transferee and Drag-Along Transaction. (b) Subject to any amounts that are deposited into an escrow account for the benefit of the Drag- Along Members, the consideration payable to each Drag-Along Member at the closing of a Drag- Along Transaction for each of its Units shall be borne by each the Fair Market Value thereof. Any Drag-Along Transaction proceeds that are deposited into an escrow account for the benefit of them the Drag-Along Members shall be on a pro rata basis; basis (in accordance with each Drag-Along Member’s respective Drag- Along Pro Rata Share). (c) Each Member acknowledges that even if notice of a Drag-Along Transaction has been given, SAFE shall not have any obligation to consummate any Drag-Along Transaction (and provided neither the Board nor the Company shall take any further actions to consummate a Drag-Along Transaction upon delivery of notice to the Company by SAFE or its Affiliates providing that it no longer desires to pursue or consummate a Drag-Along Transaction) and none of SAFE, the terms of such offer applicable Company and, to the fullest extent permitted by law, the proposed Transferee shall have any liability to any Common Stock beneficially owned by Member arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any such other Stockholder are no less favorable than the terms of such offer applicable Drag-Along Transaction, except to the Common Stock beneficially owned by Vestar or extent of failure to comply with any express provision of this Section 13.5 if such AffiliateDrag-Along Transaction otherwise occurs. (d) In order to effect the foregoing covenants and agreements set forth in this Section 13.5, each Member hereby constitutes and appoints as its proxy and hereby grants a power of attorney to SAFE and the case may beCompany, and their respective Affiliates (including any person designated in writing by SAFE or the Company, with full power of substitution, with respect to the amount matters set forth in this Section 13.5, and nature hereby authorizes SAFE, the Company and any such designee to represent and vote all of consideration such party’s Units in accordance with the terms and provisions of this Section 13.5 and, if such Member does not execute such documents and instruments required to be executed under this Section 13.5 within a reasonable time of after receipt thereof); , to execute all appropriate documents and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of instruments as set forth in this Section 13.5 in connection with any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion Drag-Along Transaction. Each of the Options that proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the Members in connection with this Agreement and, as such, each is coupled with an interest and shall have made acceptable arrangements with be irrevocable until the transferee for valid termination of this Agreement and shall not be affected by death, disability, Incapacity, dissolution, termination of existence or bankruptcy, or any other event concerning the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisableMember, and then any remaining Purchased Shareseach Member shall take such further action and execute such further documents and other instruments as may be necessary to effectuate the intent of such proxy.

Drag-Along Rights. So long as this Agreement shall remain in effect(a) If (i) one or more Persons (whether one or more, if any of Vestar and its Affiliates receives an the “Drag-Along Transaction Proponents”) offer from a Third Party to purchase all or any portion acquire more than 50% of the outstanding shares Units whether by Transfer, merger or otherwise (other than from an Affiliate of Common Stock such offering Person or Persons) (a “Drag-Along Transaction”) and (ii) the Members who are, in each case, neither Drag-Along Transaction Proponents nor Affiliates of Drag-Along Transaction Proponents (the “Dragging Members”) desire to accept such offer offer, the Dragging Members shall give each of the Members who is accepted by Vestar or such Affiliatenot a Dragging Member (each, as a “Dragged Member”) notice that contains (A) the case may bename and address of the Drag-Along Transaction Proponents, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer (B) a pro rata number summary of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted proposed Drag-Along Transaction, and (C) a statement that indicates that the Dragged Members are obligated to comply with the provisions of this Section 11.5. (b) To the extent requested by Vestar the Dragging Members, each of the Dragged Members will be obligated to participate in the Drag-Along Transaction; provided, however, that no Dragged Member shall be required to make any representations or such Affiliate, as the case may be; including making the same representations, warranties, covenantsor provide indemnification, indemnities to any Person (other than representations and agreements related indemnification regarding the due authorization of such Dragged Member to enter into and to perform the agreement of sale, the validity and enforceability of the agreement against such Xxxxxxx Member, good title of such Xxxxxxx Member to any Units Transferred by it, and the absence of liens or encumbrances on any Units so Transferred by such Dragged Member (other than those arising under this Agreement, restrictions on Transfer that Vestar arise under applicable federal and state securities law, and any claims and encumbrances the Drag-Along Transaction Proponents expressly permit to exist with respect to the Units of the Dragging Members)), and each Dragged Member’s liability for breach thereof will be several, and not joint, will be proportionate to the proceeds received or such Affiliate, as the case may be, agrees to make (except that, receivable by it in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as Drag-Along Transaction (unless the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to obligation arises from a representation, warranty, covenantor covenant unique to such Dragged Member (e.g., indemnification provision title to its Units)), and will be limited to any proceeds received or agreementreceivable by it in such Drag-Along Transaction. (c) The purchase price to be paid by the Drag-Along Transaction Proponents shall be evidenced allocated among the Members in writings executed the same proportion as the proceeds, if any, such Members would have received if all of the assets of the Company were sold for the consideration offered by them the Drag-Along Transaction Proponents and the transferee Company were then liquidated in accordance with this Agreement. (d) Each Unit holder will consent to, raise no objections with respect to, and exercise no statutory or other appraisal right in connection with a Drag-Along Transaction. Each Unit holder shall be borne bear its pro-rata share (based upon the percentage of proceeds received or receivable by each it in the Drag-Along Transaction) of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than costs arising from the terms of such offer applicable Drag-Along Transaction to the Common Stock beneficially owned by Vestar or extent such Affiliate, as costs are incurred for the case may be, and their respective Affiliates (including with respect to the amount and nature benefit of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided all holders Units involved in the case of a Transfer of any such portion of Drag-Along Transaction and are not otherwise paid by the Options Company or the acquiring party, with the understanding that the Company shall have made acceptable arrangements with pay such costs unless prohibited from doing so by the transferee for the same per share consideration to be paid to such Stockholder for such portion terms of the Option as Drag-Along Transaction. Costs incurred by Unit holders (or their Transferees) on their own behalf shall not be considered costs of the transferee pays for Drag-Along Transaction hereunder. (e) Notwithstanding any other provision of this Section 11.5, the shares Permian Dunes Member shall not be required to participate in any Drag-Along Transaction unless it is part of Common Stock a Capital Event that has been consented to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesPermian Dunes Member.

Drag-Along Rights. So long as this Agreement shall remain in effect(a) If, if any of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion of the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested fifth anniversary of the Closing Date, Shareholders holding, in the aggregate, greater than fifty percent (50%) of the Securities owned by the Shareholders from time to time (the "Selling Shareholders") agree to enter into a transaction which would result in the Transfer date of more than fifty percent (50%) of the aggregate Securities (including any Securities held by Vestar other holders of Securities, including any Drag-Along Shareholders) to one or more Persons that is not a Permitted Transferee (the "Drag-Along Buyer"), the Selling Shareholders may deliver written notice (a "Drag-Along Notice") to each other Shareholder (the "Drag-Along Shareholders"), stating that such AffiliateSelling Shareholders wish to exercise their rights under this Section 4.4 with respect to such Transfer, Transfer a pro rata and setting forth the name and address of the Drag-Along Buyer, the number of Securities beneficially owned by it proposed to such Third Party on be Transferred, the terms proposed amount and form of the offer so accepted consideration, and all other material terms and conditions offered by Vestar or such Affiliatethe Drag-Along Buyer. (b) Upon delivery of a Drag-Along Notice, each Drag-Along Shareholder shall be required to Transfer that percentage of its Securities equal to the percentage of the Securities held by the Selling Shareholders which are being Transferred to the Drag-Along Buyer, upon the same terms and conditions (including, without limitation, as to price, time of payment and form of consideration) as agreed by the case may be; including making Selling Shareholders and the same Drag-Along Buyer, and shall make to the Drag-Along Buyer representations, warranties, covenants, indemnities and agreements comparable to those made by the Selling Shareholders in connection with the Transfer (other than any non-competition or similar agreements or covenants that Vestar would bind the Drag-Along Shareholder or such Affiliateits Affiliates), and shall agree to the same conditions to the Transfer as the case may beSelling Shareholders agree, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided it being understood that all such representations, warranties warranties, covenants, indemnities and indemnities agreements shall be made by Stockholders each Selling Shareholder and each Drag-Along Shareholder severally and not jointly and that that, except with respect to individual representations, warranties, covenants, indemnities and other agreements of the Drag-Along Shareholder as to the unencumbered title to its Securities and the power, authority and legal right to Transfer such Securities, the aggregate amount of the liability of Stockholders the Drag-Along Shareholder shall not exceed either (whether pursuant to a representation, warranty, covenant, indemnification provision or agreementi) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a such Drag-Along Shareholder's pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided liability, to be determined in the case of a Transfer of any accordance with such Drag-Along Shareholder's portion of the Options total number of Securities included in such Transfer or (ii) the proceeds to such Drag-Along Shareholder in connection with such Transfer. (c) In the event that any such Transfer is structured as a merger, consolidation, or similar business combination, each Drag-Along Shareholder agrees to (i) vote in favor of the transaction, (ii) take such other Necessary Action as may be required to effect such transaction (subject to Section 4.4(b)) and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto. (d) If any Drag-Along Shareholder fails to deliver to the Drag-Along Buyer the certificate or certificates evidencing Securities to be sold pursuant to this Section 4.4, the Selling Shareholders may, at their option, in addition to all other remedies they may have, deposit the purchase price (including any promissory note constituting all or any portion thereof) for such Securities with any national bank or trust company having combined capital, surplus and undivided profits in excess of $100 million (the "Escrow Agent"), and the Company shall have made acceptable arrangements with cancel on its books the transferee for the same per share consideration to be paid certificate or certificates representing such Securities and thereupon all of such Drag-Along Shareholder's rights in and to such Stockholder for Securities shall terminate. Thereafter, upon delivery to the Company by such portion Drag-Along Shareholder of the Option as certificate or certificates evidencing such Securities (duly endorsed, or with stock powers duly endorsed, for transfer, with signature guaranteed, free and clear of any liens or encumbrances, and with any stock transfer tax stamps affixed), the transferee pays for Selling Shareholders shall instruct the shares of Common Stock Escrow Agent to be purchased by deliver the transferee, reduced by purchase price (without any interest from the aggregate option exercise price for the transferred portion date of the Optionsclosing to the date of such delivery, any such interest to accrue to the Company) until no portion of the Options held by to such Stockholder is vested and exercisable, and then any remaining Purchased SharesDrag-Along Shareholder.

Drag-Along Rights. So long as this Agreement shall remain in effect(a) At any time, if any of Vestar and its Affiliates receives an offer from Members holding at least a Third Party to purchase all or any portion majority of the outstanding shares of Common Stock Units and/or Series A Units (the “Selling Members”) may propose a Drag-Along Transaction and such offer is accepted by Vestar or such Affiliate, as require all other holders of Units (the case may be, then each other Stockholder hereby agrees that it will, if requested in writing “Drag-Along Members”) to sell all but not less than 15 days' prior all of their Units in accordance with this Section 7.5. The Selling Members shall exercise their rights pursuant to this Section 7.5 by delivering a written notice (the “Drag-Along Notice”) to the requested Transfer date Company and each Drag-Along Member no more than ten (10) Business Days after the execution by Vestar all parties thereto of a definitive agreement with respect to the Drag-Along Transaction. The Drag-Along Notice shall make reference to the Selling Members’ rights and obligations hereunder and shall describe in reasonable detail (i) the name of the Person to who the Units are proposed to be sold; (ii) the proposed date, time and location of the closing of the transaction; (iii) a description of the consideration to be paid; and (iv) the other material terms and conditions of the Drag-Along Transaction. (b) In connection with any such Drag-Along Transaction, all Drag-Along Members shall consent to and raise no objections against the Drag-Along Transaction, and if the Drag-Along Transaction is structured as (i) a merger, conversion, Unit exchange or consolidation of the Company, or a sale of all or substantially all of the assets of the Company, each holder of Units entitled to vote thereon shall vote in favor of the Drag-Along Transaction and shall waive any appraisal rights or similar rights in connection with such Affiliatemerger, Transfer conversion, Unit exchange, consolidation or asset sale, or (ii) a pro rata number sale of Securities beneficially owned by it all the Units, each holder of Units shall agree to such Third Party sell all of his or its Units that are the subject of the Drag-Along Transaction, on the terms and conditions of such Drag-Along Transaction. The holders of Units shall promptly take all necessary and desirable actions in connection with the consummation of the offer so accepted by Vestar or Drag-Along Transaction, including the execution of such Affiliate, as the case may be; including making the same agreements and such instruments and other actions reasonably necessary to (A) provide customary representations, warranties, covenantsindemnities, indemnities and agreements escrow/holdback arrangements relating to such Drag-Along Transaction (subject to Sections 7.5(c)(iv) and 7.5(c)(v) below), in each case to the extent that Vestar each other holder of Units is similarly obligated, and (B) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth in Section 7.5(c) below. The holders of Units shall be permitted to sell their Units pursuant to any Drag-Along Transaction without complying with any other provisions of this Article 7. (c) The obligations of the drag-Along Members pursuant to this Section 7.5 are subject to the following terms and conditions: (i) Upon the consummation of the Drag-Along Transaction, each Drag-Along Member shall receive the same proportion of the aggregate consideration from such Drag-Along Transaction that such holder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 12.2 as in effect immediately prior to such Drag-Along Transaction, and if a holder of Units receives consideration from such Drag-Along Transaction in a manner other than as contemplated by such rights and preferences or in excess of the amount to which such Affiliateholder is entitled in accordance with such rights and preferences, then such holder shall take such action as is necessary so that such consideration shall be immediately reallocated among and distributed to the holders of Units in accordance with such rights and preferences; (ii) if any holder of a series of Units is given an option as to the form and amount of consideration to be received, all holders of Units shall be given the same option; (iii) the Company shall bear the reasonable, documented costs incurred in connection with any Drag-Along Transaction (costs incurred by or on behalf of any holder of Units for its sole benefit will not be considered costs of the transaction hereunder) unless otherwise agreed by the Company and the acquiror, in which case may be, agrees no holder of Units shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-Along Transaction (except thatexcluding modest expenditures for postage, copies, and the like) and no holder of Units shall be obligated to pay any portion (or, if paid, shall be entitled to be reimbursed by the Company for that portion paid) that is more than its pro rata share of reasonable expenses incurred in connection with a consummated Drag-Along Transaction; (iv) no holder of Units shall be required to provide any representations, warranties or indemnities (other than pursuant to an escrow or holdback of consideration proportionate to the case of representations and warranties pertaining specifically amount receivable under this Section 7.5) in connection with the Drag-Along Transaction, other than customary (including with respect to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all qualifications) several representations, warranties and indemnities shall concerning (A) such holder’s valid title to and ownership of Units, free of all liens, claims and encumbrances (excluding those arising under applicable securities laws), (B) such holder’s authority, power and right to enter into and consummate such Drag-Along Transaction, (C) the absence of any violation, default or acceleration of any agreement to which such holder is subject or by which its assets are bound as a result of the Drag-Along Transaction, and (D) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by Stockholders severally such holder in connection with the Drag-Along Transaction (and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable then only to the Common Stock beneficially owned by Vestar or such Affiliateextent that each other holder of Units provides similar representations, as the case may be, warranties and their respective Affiliates (including indemnities with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then Units held by such other Stockholder that are then vested and exercisable holder of Units); (provided v) no holder of Units shall be obligated in the case of a Transfer respect of any indemnity obligations in such portion Drag-Along Transaction for an aggregate amount in excess of the Options that total consideration payable to such holder of Units in such Drag-Along Transaction; and (vi) if some or all of the Company shall have made acceptable arrangements consideration received in connection with the transferee for Drag-Along Transaction is other than cash, then such consideration shall be deemed to have a dollar value equal to the same per share fair market value of such consideration as determined by the Board in its reasonable judgment. (d) Notwithstanding anything to the contrary in this Section 7.5, if the consideration proposed to be paid to the holders of Units in a Drag-Along Transaction includes securities with respect to which no registration statement covering the issuance of such Stockholder for such portion securities has been declared effective under the Securities Act, then each of the Option holders of Units that is not then an Accredited Investor (without regard to Rule 501(a)(4)) may be required (notwithstanding Section 7.5(c)(ii)), at the request and election of the holders that are pursuing a Drag-Along Transaction, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the transferee pays Securities Act) reasonably acceptable to such requesting holders or (ii) accept cash in lieu of any securities such non-Accredited Investor would otherwise receive in an amount equal to the fair market value of such securities as determined in the manner set forth in Section 7.5(c)(vi). (e) Holders of an amount of outstanding Common Units and/or Series A Units sufficient to propose a Drag-Along Transaction shall have the right in connection with any such transaction (or in connection with the investigation or consideration of any such potential transaction) to require the Company to cooperate fully with potential acquirors in such prospective Drag-Along Transaction by taking all customary and other actions reasonably requested by such holders or such potential acquirors, including making the Company’s properties, books and records, and other assets reasonably available for inspection by such potential acquirors, establishing an electronic data room including materials customarily made available to potential acquirors in connection with such processes and making its employees reasonably available for presentations, interviews and other diligence activities, in each case subject to reasonable and customary confidentiality provisions. In addition, the shares holders of Common Stock Units and/or Series A Units entitled to propose a Drag-Along Transaction shall be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion entitled to take all steps reasonably necessary to carry out an auction of the Options) until no portion of Company, including selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the Options held by such Stockholder is vested winning bidder and exercisable, and then any remaining Purchased Sharesnegotiating the requisite documentation. The Company shall provide assistance with respect to these actions as reasonably requested.

Drag-Along Rights. So long as this Agreement shall remain in effect, if any If holders of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion more than 50% of the outstanding shares Class B Units held by Class B Members (the “Selling Holders”) propose to sell to a third party any Class B Units held by such Class B Members (including Class B Units transferred by such Class B Members to, and held by, their Permitted Transferees) (whether such sale is by way of Common Stock purchase, merger, recapitalization or other form of transaction), then upon (i) the request of the Selling Holders and such offer is accepted by Vestar or such Affiliate(ii) the consent of the Managing Member and a Majority in Interest of Class B Members, each other Class B Member and each Class B-1 Member, shall sell the same percentage, as applicable, of the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar Class B Units or such Affiliate, Transfer a pro rata number of Securities Class B-1 Units beneficially owned by it such Class B Member or Class B-1 Member as the percentage to be sold by the Selling Holders to such Third Party on third party buyer pursuant to the same terms and conditions negotiated by the Selling Holders for the sale of the offer so accepted Class B Units held by Vestar the Selling Holders; provided that the price paid per Unit may differ depending upon the applicable class of Unit. For example, if the Selling Holders propose to sell 35% of the Class B Units held by each of them, any other Member shall, upon request of the Selling Holders and the consent of the Managing Member and the Majority in Interest of Class B Members, sell 35% of the Class B Units and Class B-1 Units held by such other Class B Member or Class B-1 Member. Each of the Class B Members and Class B-1 Members agrees to such Affiliatesale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale. Each of the Class B Members and Class B-1 Members further agrees to timely take such other actions as the case Managing Member may be; including making reasonably request as necessary in connection with the same representations, warranties, covenants, indemnities consummation of such sale. Each Class B Member and agreements that Vestar or such Affiliate, as the case may be, agrees Class B-1 Member shall be required to make (except that, in the case of customary representations and warranties pertaining specifically in connection with such transfer with respect to Vestar his, her or its own authority to transfer his, her or its title to the Class B Units or Class B-1 Units transferred, together with such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically with respect to itself); provided that all representations, warranties and indemnities shall be the Company as are made by Stockholders severally and not jointly and the Selling Holders in connection with such sale; provided, however, that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them each Class B Member and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including Class B-1 Member with respect to the amount representations and nature of consideration and time of receipt thereof); and provided further that warranties concerning the first shares of Common Stock Transferred by such other Stockholder must Company shall be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such limited to his pro rata portion of the Options that proceeds paid in such sale. Each Class B Member and Class B-1 Member shall pay his pro rata portion (based on the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion total value of the Option consideration received by such Class B Member or Class B-1 Member, as the transferee pays for the shares of Common Stock applicable, compared to be purchased by the transferee, reduced by the aggregate option exercise price for consideration received by all Members in the transferred portion transaction) of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Shares.reasonable out-of-pocket expenses incurred in connection with a sale consummated pursuant to this Section 6.03. DB1/ 109886103.10

Drag-Along Rights. So long (a) After the fifth anniversary of the date of this Agreement, in the event TAO (which for the purpose of this Section 6.5 shall also include its Permitted Transferees, collectively, the “Dragging Member”) desires to sell fifty percent (50%) or more of the Common Units owned by TAO to any Person other in a Permitted Transfer, TAO may Transfer (subject to Section 6.4), and may require Hakkasan Parent (which for the purpose of this Section 6.5 shall also include its Permitted Transferees, collectively, the “Dragged Parties”) to Transfer, their Common Units in accordance with this Section 6.5. TAO shall initiate such action by giving written notice to the Dragged Parties no later than twenty (20) days (a “Drag-Along Sale Notice”) prior to the scheduled closing date of such transaction (a “Drag-Along Sale”), together with the name of the proposed transferee, the number of Dragging Member’s Common Units proposed to be Transferred (the “Drag-Along Securities”), the proposed purchase price therefor and all other material terms and conditions of the proposed transaction to sell such Common Units, as this Agreement shall remain in effectwell as copies of draft legal documentation underlying such proposed transaction, if any. (b) If requested by the Dragging Member in the Drag-Along Sale Notice, the Dragged Parties shall be obligated to sell a number of the Common Units held thereby equal to the product of: (A) the number of Common Units owned by the Dragged Parties, and (B) the quotient obtained by dividing the number of Common Units being sold by the Dragging Member and the number of Common Units owned by the Dragging Member at such time (such Common Units, subject to increase as provided by the following proviso, the “Drag-Along Participation Securities”), in each case, on the same terms and conditions as TAO; provided that Hakkasan Parent and its Permitted Transferees shall have the right to sell all of their Common Units in the Drag-Along Sale if by selling the Drag-Along Participation Securities, Hakkasan Parent would cease to be a Qualified Member. (c) Each Dragged Party will take all reasonably necessary actions as requested by the Dragging Member in connection with the consummation of any Drag-Along Sale, including by executing the applicable transaction agreements (including a release if provided by the Dragging Member) subject to the terms of Section 6.5(d) and Section 6.5(e). The aggregate consideration payable upon consummation of such Drag-Along Sale to all Members in respect of their Interests (the “Drag Aggregate Consideration”) shall be allocated among and paid promptly to the Dragging Members and the Dragged Parties in proportion to their Drag-Along Securities and Drag-Along Participation Securities, respectively. If the Dragging Members shall exercise their rights pursuant to this Section 6.5, all the Common Units required to be sold pursuant to this Section 6.5 shall be simultaneously sold (subject to any provision for multiple closings under the terms of the Drag-Along Sale, in which case each such closing shall be with respect to pro rata portions of Drag-Along Securities and Drag-Along Participation Securities until completed). (d) Notwithstanding the foregoing but subject to Section 6.5(e): (i) neither TAO nor any of Vestar its Affiliates nor a TAO Prohibited Person (except in the event such Drag-Along Sale is also an Approved Sale or otherwise allowed for the sale of all of Hakkasan Parent and its Affiliates receives an offer from Permitted Transferees Common Units) may be the purchaser in a Third Party Drag-Along Sale; (ii) the costs and expenses (including reasonable and documented out-of-pocket costs and expenses incurred by the Dragging Members and the Dragged Parties in connection with the Drag-Along Sale), and any purchase price adjustments, escrow amounts, holdbacks, insurance costs, indemnity obligations of and other similar items shall be deemed to purchase all reduce (or any portion of the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliateincrease, as the case may be) the Drag Aggregate Consideration; (iii) any consideration paid to any Member following the applicable closing in respect of purchase price adjustment increase, then each other Stockholder hereby agrees escrow amounts, holdbacks, insurance payments, indemnification payments or earn-out payments shall be allocated among the Interests of the Members as such amounts would have been allocated at the applicable closing had such amounts been included in the Drag Aggregate Consideration; and (iv) in the event Excluded Consideration is included in the Drag Aggregate Consideration, TAO shall receive the entire portion of such Excluded Consideration, and in lieu of the portion of Drag Aggregate Consideration consisting of Excluded Consideration (if any) that it will, if requested in writing not less than 15 days' prior was allocable to the requested Transfer date by Vestar Drag-Along Participation Securities, TAO shall pay or such Affiliate, Transfer a pro rata number of cause to be paid to Hakkasan Parent cash and/or Liquid Marketable Securities beneficially owned by it to such Third Party (calculated based on the terms total valuation of the offer so accepted by Vestar Drag Aggregate Consideration (and the relevant portion of Excluded Consideration allocable to the Drag-Along Participation Securities) in such Drag-Along Sale). (e) Notwithstanding anything to the contrary contained in this Section 6.5, in connection with a Drag-Along Sale: (i) no Dragged Member shall be required to make any representation or such Affiliate, as the case may be; including making warranty that is not the same representationsas or equivalent to those made by the Dragging Member, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees (ii) each Dragged Member shall only be required to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be are made by Stockholders severally the Dragging Member on a several and not jointly and that the liability of Stockholders joint basis (whether pursuant other than with respect to a representationclaims against an escrow, warranty, covenant, indemnification provision or agreement) shall which may be evidenced in writings executed by them and the transferee and shall be borne by each of them on a joint and several basis subject to Dragged Member not being required to bear any reduction of proceeds from such escrow by more than its pro rata basis; and provided further that the terms of share as to such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including claims) with respect to the amount Company and nature its Subsidiaries, (iii) no Dragged Member shall be required to incur indemnification or similar obligations (outside of consideration and time an escrow in accordance with the parenthetical in clause (ii) above) in the aggregate in connection with such Drag-Along Sale in excess of receipt thereof); and provided further that the first shares lesser of Common Stock Transferred (1) the proceeds actually received by such other Stockholder must be Vested Purchased Shares until Dragged Member in connection with such other Stockholder owns no more Vested Purchased SharesDrag-Along Sale, then and (2) the Option Shares until pro rata share of such other Stockholder owns no more Option Shares, then the portion Member of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion “cap” on indemnification obligations of the Options Members in such Drag-Along Sale, provided, however, that if the Dragging Member is bound to an obligation with respect to fraud or fundamental representations as to such Dragging Member (and not the Company or its Subsidiaries) in excess of its proceeds or such “cap”, the Dragged Members shall have made acceptable arrangements be bound accordingly as to such Dragged Member’s fraud or fundamental representations, and (iv) each Dragged Member shall remain subject to any non-competition or non-solicitation arrangement or similar restrictive covenant existing as of the date of such Drag-Along Sale in accordance with the transferee for the same per share consideration terms thereof as then in effect; provided, however, that no Dragged Member shall be obligated to be paid to such Stockholder for such portion enter into new restrictive covenants or extensions of the Option as the transferee pays for the shares existing restrictive covenants, regardless of Common Stock what any other Member may agree to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesaccept.

Drag-Along Rights. So long as In the event that TPG or TPG WP wishes to sell all or substantially all of (i) its Revolver Interests, (ii) its Participation Interests, (iii) the Senior Notes held by TPG WP, or (iv) the Warrants held by TPG WP, in each case by merger, stock sale, asset sale or otherwise (other than pursuant to paragraph 8 of this Agreement shall remain in effect, if Agreement) to a purchaser that is not an affiliate of TPG or TPG WP or any of Vestar their affiliates and its Affiliates receives an offer from a Third Party said purchaser desires to purchase acquire all or any portion substantially all of the outstanding shares of Common Stock and such offer is accepted by Vestar Revolver Interests, Participation Interests, Italian Credit Agreement Rights, Senior Notes or such AffiliateWarrants, as the case may be, then upon such terms and conditions as agreed to with TPG or TPG WP, each other Stockholder hereby Lender agrees that it willto sell all of its Revolver Interests, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar Participation Interests, Senior Notes, or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, Warrants as the case may be, agrees to make (except thatsaid purchaser and to waive its appraisal or dissenters' rights with respect to such transaction, in at a price that reflects the case Pro Rata Portion of representations and warranties pertaining specifically to Vestar its Revolver Interests, Participation Interests, Senior Notes, or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such AffiliateWarrants, as the case may be, and their respective Affiliates (including on the same terms and conditions as TPG or TPG WP have agreed to with respect such purchaser; provided, however, that no Lender required to sell pursuant to this paragraph 7 shall be required to make any representation, covenant or warranty in connection with such sale, other than as to its ownership and authority to sell, free of liens, claims or encumbrances, the Revolver Interests, Participation Interests, Senior Notes, or Warrants to be sold by such Lender. In such case, TPG or TPG WP, as the case may be, shall give written notice of such sale to the amount and nature other Lenders at least thirty (30) days prior to the consummation of consideration and time of receipt thereof); and provided further that such sale, setting forth (i) the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to received by such Stockholder for such portion Lenders, (ii) the identity of the Option as purchaser, (iii) the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion date of the Optionsproposed transfer and (iv) until no portion any other material items and conditions of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesproposed transfer.

Drag-Along Rights. So long as this Agreement shall remain in effect, if any (a) If the Board of Vestar Managers and its Affiliates receives an offer from the Class B Holders approve a Third Party to purchase all or any portion Sale of the outstanding shares Company, or Operator (or one of Common Stock its Affiliates) proposes and Class B Holders holding an aggregate of 66⅔% or more of such offer class approve an Operator Class B Purchase Offer (a “Class B Drag-Along Sale”), then the Board of Managers (in a Sale of the Company) or Operator (in a Class B Drag-Along Sale) (as applicable, the “Dragging Member”) shall have the right (the “Drag-Along Right”), subject to the provisions of this Section 13.01, to require each of the Unit Holders (other than Class A Holders in a Class B Drag-Along Sale) (each, a “Dragged Member”) to effect (whether by vote, direct sale or otherwise) such Sale of the Company or Class B Drag- Along Sale without raising any objections to, or bringing any claim against any other Unit Holder or the Company or otherwise contesting or attempting to frustrate such Sale of the Company or Class B Drag-Along Sale. If the Sale of the Company or Class B Drag-Along Sale is accepted by Vestar structured as (i) a merger or such Affiliate, as the case may beconsolidation, then each other Stockholder hereby agrees that it willDragged Member shall waive any dissenters rights, if requested appraisal rights or similar rights in writing not less than 15 days' prior connection with such merger or consolidation or (ii) a sale of Units, then each Dragged Member shall (x) agree to the requested Transfer date by Vestar sell all or such Affiliate, Transfer a pro rata number portion of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them Dragged Member’s Units on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable basis in proportion to the Common Stock beneficially owned number of Units being Transferred in such Sale of the Company or purchase of the applicable Units by Vestar or such Affiliate, as Operator by the case may beDragging Member, and their respective Affiliates (including y) subject to the limitations in Section 13.01(c), execute such purchase agreement and other documents as approved by the Dragging Member. (b) If the Dragging Member desires to exercise its Drag-Along Right, the Dragging Member shall give written notice to the Dragged Members (“Drag-Along Notice”) of the Sale of the Company or Class B Drag-Along Sale, setting forth the name and address of the purchaser, the date on which such transaction is proposed to be consummated (which shall be not less than twenty (20) calendar days after the date such Drag-Along Notice is given) and the proposed amount of consideration and copies of any form of agreement proposed to be executed in connection therewith. (c) Upon the consummation of the Sale of the Company, each Dragged Member shall receive the same form of consideration and the same amount of consideration as such Dragged Member would have received had the aggregate consideration amount received by the Unit Holders in connection with such Sale of the Company been distributed to the Dragged Members pursuant to Section 5.02. Each Dragged Member transferring Units pursuant to this Section 13.01: (i) will only be required to make representations and warranties as to due power and authority, non-contravention and ownership of Units, free and clear of all liens and (ii) in connection with a Sale of the Company, shall be severally (and not jointly or jointly and severally) obligated to join on a pro rata basis (based on its share of the aggregate proceeds paid with respect to its interest) in any indemnification obligation the other Dragging Member have agreed to in connection with such sale other than any such obligation that relates specifically to a particular Dragged Member, such as indemnification with respect to representations and warranties given by a Dragged Member regarding such Dragged Member’s title to and ownership of Units; provided that (A) in connection with a Sale of the Company, no Dragged Member shall be obligated in connection with such sale to indemnify the prospective transferee or its Affiliates with respect to an amount in excess of the net cash proceeds paid to such Dragged Member in connection with such sale (other than as a result of a breach of its representations and nature warranties described in clause (i)) and (B) no Dragged Member shall be required to enter into any restrictive covenant (e.g., non- competition or non-solicitation agreement) in connection with such a transaction (provided that, for the avoidance of consideration and time of receipt thereof); and provided further that doubt, the first shares of Common Stock Transferred by such other Stockholder must foregoing shall not be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then construed to limit the Option Shares until such other Stockholder owns no more Option Shares, then the portion survival or enforceability of any Options restrictive covenant (e.g., non-competition or non-solicitation agreement) then held by such other Stockholder that are then vested and exercisable in existence). (provided d) Notwithstanding any provision hereof to the contrary, in connection with the case of a Transfer of any Units subject to this Section 13.01, each Specified Blocker shall be entitled to elect to cause its equity to be Transferred in such portion transaction in lieu of such Specified Blocker Transferring its Units in such transaction (and without any discount in consideration received for such equity), and the foregoing provisions of this Section 13.01 shall apply mutatis mutandis to such Transfer. (e) Notwithstanding any provision hereof to the contrary (including Section 13.01(c)), in connection with the Transfer of any Units subject to this Section 13.01, in the event that any Unit Holder is not an “accredited investor” within the meaning of Rule 501 under the Securities Act, such Unit Holder may, in the sole discretion of the Options that Board of Managers, receive, in lieu of securities to be received in a Sale of the Company shall have made acceptable arrangements or Class B Drag-Along Sale, cash consideration with the transferee for the same per share consideration to be paid to equivalent value of such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased securities that is approved by the transferee, reduced by the aggregate option exercise price for the transferred portion Board of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesManagers.

Drag-Along Rights. So long as this Agreement shall remain in effect(a) Subject to the last sentence hereof, if any of Vestar and its Affiliates a Member receives an offer from a Third Party to purchase all that would constitute a Change of Control (whether via an equity purchase, merger or any portion of the outstanding shares of Common Stock otherwise) and such offer is accepted by Vestar or (the Member in such Affiliatecapacity, as the case may be“Dragging Party”), then each of the other Stockholder Members hereby agrees that it willthat, if requested in writing not less than 15 days' prior to by the requested Dragging Party, it will Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid and given to the Dragging Party, a number of Units determined by multiplying the percentage of the Dragging Members Units being sold to the Proposed Transferee by the number of Units owned by such Tagging Member. The sale of the other Members’ Company Interests shall be upon the same terms and conditions (including, without limitation, time of payment and form of consideration) as govern the proposed Transfer by the Dragging Party, except that the purchase price of the Company Interest of each other Member to be sold under this Section 6.5(a) shall be the amount that would be received by such Member pursuant to Section 7.5 of this Agreement if (x) the Company sold all of its assets for a gross purchase price equal to the Enterprise Value of the Company, and (y) the proceeds from such hypothetical sale were applied to the payment of the Company’s liabilities and distributions to the Members in accordance with Section 7.5. (b) The Dragging Party that received the initial offer will give notice (the “Drag-Along Notice”) to each of the other Members of any proposed Transfer giving rise to the rights of the Dragging Party set forth in Section 6.5(a) as soon as practicable following the acceptance of the offer referred to in Section 6.5(a). The Drag-Along Notice will set forth the Units proposed to be so accepted by Vestar Transferred, the name of the Proposed Transferee or acquiring Person, the proposed amount and form of consideration (and if such Affiliateconsideration consists in part or in whole of property other than cash, the Dragging Party providing the Drag-Along Notice will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the case other Members may be; including making reasonably request in order to evaluate such non-cash consideration), the Company Interests (of each class) sought and the other terms and conditions of the offer. The Dragging Party providing the Drag-Along Notice will notify the other Members at least fifteen (15) business days in advance of the closing of the sale of Company Interests to the Third Party. In any such agreement, such other Members will be required (i) to make or agree to the same representations, warranties, covenants, indemnities (with respect to all matters other than the Dragging Party’s ownership of Company Interests and representations relating solely to the business of the Company and not the Company Interests being sold) and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, Dragging Party so long as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be they are made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be liabilities thereunder are borne by each of them on a pro rata basis; basis based on the Company Interests Transferred by each Member, and provided further (ii) to make representations and warranties (and provide related indemnification) as to their ownership of their Company Interests as are given by the Dragging Party with respect to such party’s ownership of Company Interests, provided, however, that (x) any such agreement shall expressly provide that in no event shall the liability of any Member pursuant to such agreement exceed the amount of the purchase price actually received by such Member pursuant to such agreement, and (y) no Member (other than a Member that is or was an employee of the Company or its subsidiaries) shall be required to enter into or agree to be bound by any restrictive covenant that would obligate such Member not to engage in any business activity that is competitive with that of the Transferee. The Company shall pay all costs incurred in connection with a sale under this Section 6.5. If the Transfer referred to in the Drag-Along Notice is not consummated within ninety (90) days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 6.5(b) with respect to such Transfer or any other Transfer. (c) In order to secure the obligation of each of the Members to comply with this Section 6.5, and for other good and valuable consideration, each of the Members hereby appoints ISMMS (the “Proxy”), as its true and lawful proxy and attorney-in-fact, with full power of substitution, to take such actions as may be reasonably necessary hereunder to fulfill the obligations of such Member in accordance with the terms of this Section 6.5. The Proxy may exercise the irrevocable proxy granted to it hereunder at any time any Member fails to comply with the provisions of this Section 6.5 within five (5) business days after the date on which the Proxy gives notice to such offer applicable to any Common Stock beneficially owned by Member demanding that such other Stockholder are no less favorable than the terms of Member execute documentation that is in accordance with this Section 6.5, provided that, if within such offer applicable five (5) business day period such Member gives notice to the Common Stock beneficially owned by Vestar or Proxy that such Affiliate, as documentation is not in accordance with this Section 6.5 specifying the case may be, and their respective Affiliates (including respects in which such documentation is not in accordance with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Sharesthis Section 6.5, then the Option Shares until Proxy shall not have the authority to execute such other Stockholder owns no more Option Shares, then the portion documentation on behalf of any Options then held such Member. The proxies and powers granted by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion each of the Options that Members pursuant to this Section 6.5 are coupled with an interest and are given to secure the performance of its obligations to the Company shall have made acceptable arrangements with the transferee under this Agreement. Such proxies and powers will be irrevocable for the same per share consideration to be paid to such Stockholder for such portion term of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesthis Agreement.

Drag-Along Rights. So long (a) Subject to Section 14.4(e), at any time prior to a Chrysler IPO, except as this Agreement shall remain in effectmay be limited by Law, if any holders of Vestar at least 75% of the Outstanding Membership Interests, including Fiat (the "Electing Members"), determine to Transfer, in a single transaction or series of related transactions, to a third party or parties other than a Controlled Affiliate of Fiat (the "Drag-Along Buyer"), Membership Interests in an amount equal to a majority of all Outstanding Membership Interests of the Company, such holders may require all of the other Members (the "Non-Electing Members") to Transfer their Membership Interests as of such date in such transaction (by merger or otherwise), to the Drag-Along Buyer, for the same consideration per one percent (1%) fully diluted Membership Interest (determined based on the percentage of the relevant Members Total Interest and its Affiliates receives an offer from not the number of units) and on the same terms and conditions as the Electing Members, subject to the provisions of this Section 14.4 (the "Compelled Sale"); provided, however, that no Non-Electing Member may be required to sell a Third Party to purchase all or any portion greater percentage of the outstanding shares Membership Interests held by him, her or it than the percentage of Common Stock and such offer is accepted outstanding Membership Interests being Transferred by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it willElecting Members. (b) The Company, if requested instructed in writing by any Electing Member, shall send written notice (the "Compelled Sale Notice") of the exercise of the rights pursuant to this Section 14.4 to each of the Non-Electing Members setting forth the consideration per one percent (1 %) fully diluted Membership Interest (determined based on the percentage of the relevant Members Total Interest and not less than 15 days' prior the number of units) be paid pursuant to the requested Transfer date by Vestar Compelled Sale and the other terms and conditions of the transaction. Each Non-Electing Member, upon receipt of the Compelled Sale Notice, will be obligated to (i) vote its Membership Interests of the Company in favor of such Compelled Sale at any meeting of Members of the Company called to vote on or approve such AffiliateCompelled Sale (or any written consent solicited for such purpose), Transfer a pro rata number (ii) sell all of Securities beneficially owned by it its Membership Interests of the Company, and participate in the Compelled Sale and (iii) otherwise take all necessary action, including, without limitation, expressly waiving any dissenter's rights or rights of appraisal or similar rights, providing access to such Third Party on documents and records of the Company, entering into an agreement reflecting the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees Compelled Sale (although Non-Electing Members shall not be required to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all provide representations, warranties and indemnities other than concemning each such Member's valid ownership of its Membership Interests of the Company free of all Liens, and each such Member's authority, power and right to enter into and consummate the Compelled Sale without violating any other agreement), surrendering certificates, cooperating in obtaining any applicable Governmental Approval and otherwise to cause the Company to consummate such Compelled Sale. Any such Compelled Sale Notice may be rescinded by the Electing Members by delivering written notice thereof to the Company and all of the Non-Electing Members. (c) The obligations of the Non-Electing Members pursuant to this Section 14.4 are subject to the satisfaction of the following conditions: (i In the event that the Non-Electing Members are required to provide any representations, warranties or indemnities in connection with the Compelled Sale (other than representations, warranties and inderrnities concerning each such Member's valid ownership of its Membership Interests of the Company free of all Liens, and each such Member's authority, power and right to enter into and consummate the Compelled Sale without violating any other agreement), then, each such Member (A) will not be liable for more than the lesser of (x) its pro rata share of such indemnification payments (based upon the total consideration received by such Member divided by the total consideration received by all sellers in such Compelled Sale) and (y) the total proceeds actually received by such Member as consideration for its Membership Interests in such Compelled Sale, and (B) such liability shall be made by Stockholders severally several and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to joint with any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesPerson.

Drag-Along Rights. So long as (a) Subject to the limitations and conditions set forth in this Agreement Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall remain in effect, if any of Vestar and its Affiliates receives an offer from constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to purchase all make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any portion representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the outstanding shares of Common Stock and such offer is accepted Company in connection with the Drag-Along Transaction shall be shared by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested Members pro rata on a several but not joint basis in writing not less than 15 days' prior proportion to the requested Transfer date proceeds received by Vestar each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms Drag-Along Transaction in excess of the offer so accepted proceeds received by Vestar or such Affiliate, as Member in the case may beDrag-Along Transaction; including making the same (y) each Class A Member shall only be obligated to provide representations, warranties, covenants, covenants or indemnities to the extent all other Members are similarly obligated; and agreements that Vestar (z) any escrow or such Affiliate, as the case may be, agrees to make (except that, in the case other holdback of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities proceeds shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them allocated on a pro rata basis; and provided further that basis among the terms applicable Members. (b) In connection with a Drag-Along Transaction, (i) all of such offer applicable to the Members shall be allocated the same form of consideration, or if any Common Stock beneficially owned by such other Stockholder Members are no less favorable than the terms of such offer applicable given an option as to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, form and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid received, all Members will be given the same option, and (ii) the consideration to be received by the Members in a Drag-Along Transaction will be calculated by taking the aggregate proceeds from such Drag-Along Transaction and allocating such proceeds among the Members in such relative amounts as would have resulted if the Company had liquidated and sold its assets for a cash amount equal to such Stockholder consideration, valuing any non-cash consideration at its Fair Market Value, and immediately distributed such proceeds to the Members in accordance with Section 10.2(d). (c) The Company shall bear the reasonable and documented costs incurred by each Member arising pursuant to a Drag-Along Transaction; provided that costs incurred by or on behalf of a Member for such portion its sole benefit will not be considered costs of the Option as transaction hereunder. (d) Notwithstanding anything contained in this Section 3.7 to the transferee pays contrary, there shall be no liability or obligation on behalf of the Common Units Member or its Affiliates or the Company if either determines, for any reason, not to consummate a Drag-Along Transaction, and the shares of Common Stock Units Member shall be permitted to, and shall have the authority to be purchased cause the Company to, discontinue at any time any Drag-Along Transaction initiated by the transfereeCommon Units Member by providing written notice to the Company and the other Members. (e) In the event that the Common Units Member is entitled to registration rights in respect of its securities in a Sale Transaction (as defined in the Joint Development Agreement) or a public offering of the Company, reduced the Common Units Member shall ensure that the Class A Units Member will receive piggy-back registration rights on any registration in which the Common Units Member is entitled to register such securities (including any demand registrations exercised by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesCommon Units Member).

Drag-Along Rights. So long as this Agreement shall remain in effectSubject to Section 8.08, if one or more of the DLJMB Members (collectively, the “Drag-Along Seller”) propose to Transfer Units to any of Vestar and its Affiliates receives an offer from a Third Party or Parties (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions and the Units to purchase all or any portion of be Transferred by the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing Drag-Along Seller represent not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number 50% of Securities beneficially Units then owned by it the DLJMB Members in the aggregate (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each Other Member to such Third Party on Transfer, and each other Member hereby agrees to Transfer, the terms Drag-Along Portion of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make Units (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement“Drag-Along Rights”) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder Other Member. All Other Members shall cooperate in, and shall take all actions that are then vested the Drag-Along Seller deems reasonably necessary or desirable to consummate the Drag-Along Sale, including, without limitation, (i) voting their respective Units (or executing and exercisable delivering any written consents in lieu thereof) in favor of the Drag-Along Sale, including voting to approve a Drag-Along Sale if such Drag-Along Sale is structured as a merger or a sale of all or substantially all of the assets of the Company, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale, (provided ii) to the extent permitted by applicable law, not exercising any dissenters’ or appraisal rights to which they may be entitled in connection with the Drag-Along Sale, and (iii) subject to Section 8.07(b), entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller. Each Other Member hereby grants to the Drag-Along Seller, an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Other Member’s Units in accordance with such Other Member’s agreements in this Section 8.07 and a power of attorney to execute and deliver in the case name and on behalf of a such Other Member all such agreements, instruments and other documentation (including any written consents of Members) as is required to Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options Units held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesOther Member to the Drag-Along Transferee. The Drag-Along Seller shall provide notice to each Other Member that sets forth the circumstances in which such proxy or power of attorney was used immediately following the exercise of the Drag-Along Seller’s rights as set forth above.

Drag-Along Rights. So long as this Agreement shall remain in effect, if any of Vestar and its Affiliates receives an offer from (a) A Drag-Along Transaction involving a bona fide arm’s length transaction with a Third Party counterparty or counterparties may be initiated by any member of the GPM Group at any time, without the consent of any other Partner, if the consideration received pursuant to purchase Section 6.4(c)(ii) in respect of each outstanding Class A Preferred Unit in connection with such Drag-Along Transaction is equal to at least the sum of (i) the Preferred Return of such Class A Preferred Unit as of the date that such Drag-Along Transaction is completed plus (ii) the Cumulative Class A Preferred Unit Arrearage, if any, with respect to such Class A Preferred Unit as of the date that such Drag-Along Transaction is completed plus (iii) the Current Distributions on such Class A Preferred Unit as of the date that such Drag-Along Transaction is completed (the “Drag-Along Condition”); provided that such requirement may be waived in whole or in part with the consent in writing of any member of the Class A Group. The Partner or Partners initiating a Drag-Along Transaction pursuant to this Section 6.4(a) are referred to as the “Initiating Partner(s).” (b) In connection with any Drag-Along Transaction properly initiated pursuant to Section 6.4(a), and subject to the terms and conditions set forth in this Section 6.4, the General Partner and all other holders of Partnership Interests entitled to consent thereto shall consent to and raise no objections against the consummation of the Drag-Along Transaction, and if the Drag-Along Transaction is structured as (i) a consolidation, merger or other business combination, or a sale or other disposition of all or any portion substantially all of the outstanding shares assets of Common Stock the Partnership, each holder of Partnership Interests entitled to vote thereon shall vote in favor of the Drag-Along Transaction and shall waive any appraisal rights or similar rights in connection with such offer is accepted by Vestar consolidation, merger, other business combination or such Affiliateasset sale, as or (ii) a sale of all or substantially all of the case may bePartnership Interests, then the General Partner and each other Stockholder hereby agrees holder of Partnership Interests shall agree to sell all of its Partnership Interests that it willare the subject of the Drag-Along Transaction, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms and conditions of such Drag-Along Transaction. The General Partner and all other holders of Partnership Interests shall promptly take all necessary and desirable actions in connection with the consummation of the offer so accepted Drag-Along Transaction reasonably requested by Vestar or the Initiating Partner(s), including the execution of such Affiliate, as the case may be; including making the same agreements and such other instruments and other actions reasonably necessary to (A) provide customary representations, warranties, covenantsindemnities, indemnities and agreements that Vestar escrow or holdback arrangements relating to such AffiliateDrag-Along Transaction (in each case, as the case may besubject to Sections 6.4(c)(iv), agrees to make (except that6.4(c)(v) and 6.4(c)(vi)), in each case to the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, extent that each other Stockholder holder of Partnership Interests is similarly obligated except as otherwise provided for herein, and (B) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth in Section 6.4(c). The holders of Partnership Interests shall make be permitted to sell their Partnership Interests pursuant to any Drag-Along Transaction without complying with any other provisions of this Article 6, other than Sections 6.1 and 6.10. GPM PETROLEUM LP THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (c) The obligations of the comparable representations holders of Partnership Interests pursuant to this Section 6.4 are subject to the following terms and warranties pertaining specifically conditions: (i) the consideration to itselfbe received in a Drag-Along Transaction shall consist solely of cash or Marketable Securities (including by way of transactions involving escrow arrangements, holdbacks, earn-out rights, lock-up agreements and other contractual arrangements which may entitle the holders of Partnership Interests to future amounts payable in cash or Marketable Securities); (ii) upon the consummation of the Drag-Along Transaction, the aggregate consideration from such Drag-Along Transaction shall be allocated in accordance with Section 11.2(d); provided that all the Initiating Partner(s) shall be entitled to allocate to the holders of Class A Preferred Units the consideration from such Drag-Along Transaction that would otherwise be allocated to the other Partner(s) in order cause the Drag-Along Condition to be satisfied with respect to such Drag-Along Transaction; (iii) the Partnership shall bear the reasonable, documented costs incurred in connection with any Drag-Along Transaction (costs incurred by or on behalf of any holder of Partnership Interests for its sole benefit will not be considered costs of the Drag-Along Transaction) unless otherwise agreed by the Partnership and the acquiror, in which case no holder of Partnership Interests shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-Along Transaction and no holder of Partnership Interests shall be obligated to pay any portion (or, if paid, shall be entitled to be reimbursed by the Partnership for that portion paid) that is more than its pro rata share (based upon the amount of consideration received by such holder in the Drag-Along Transaction) of reasonable, documented costs incurred in connection with a consummated Drag-Along Transaction; (iv) no holder of Partnership Interests shall be required to provide any representations, warranties or indemnities under any agreements entered into in connection with the Drag-Along Transaction, other than (A) with respect only to the holders of Class B Preferred Units, representations, warranties or indemnities relating to the business or condition of the Partnership and its Subsidiaries for which the sole recourse is to consideration in escrow or holdback or by way of offset against amounts potentially payable in the future pursuant to earn-out rights or similar contractual arrangements and (B) customary (including with respect to qualifications) several (and not joint) representations, warranties and indemnities shall concerning (1) such holder’s valid title to and ownership of the Partnership Interests, free and clear of all liens, claims and encumbrances (excluding those arising under applicable securities laws); (2) such holder’s authority, power and right to enter into and consummate the Drag-Along Transaction; (3) the absence of any violation, default or acceleration of any agreement to which such holder is subject or by which its assets are bound as a result of the Drag-Along Transaction; and (4) the absence of, or compliance with, any governmental or third party GPM PETROLEUM LP THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP consents, approvals, filings or notifications required to be obtained or made by Stockholders severally such holder in connection with the Drag-Along Transaction (and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable then only to the Common Stock beneficially owned by Vestar or such Affiliateextent that each other holder of Partnership Interests provides similar representations, as the case may be, warranties and their respective Affiliates (including indemnities with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred Partnership Interests held by such holder of Partnership Interests); (v) no holder of Partnership Interests shall be obligated in respect of any indemnity obligations other Stockholder must than with respect to the customary representations, warranties and indemnities made on a several (and not joint) basis and referred to in Section 6.4(c)(iv) in such Drag-Along Transaction for an aggregate amount in excess of the total consideration payable to such holder of Partnership Interests in such Drag-Along Transaction; (vi) consideration placed in escrow or holdback shall be Vested Purchased Shares until allocated among holders of Partnership Interests such other Stockholder owns no more Vested Purchased Sharesthat in the event the applicable Third Party in the Drag-Along Transaction ultimately is entitled to some or all of such escrow or holdback amounts, then the Option Shares until net ultimate proceeds received by such holders shall still comply with the intent of Section 6.4(c)(ii) as if the ultimate resolution of such escrow or holdback had been known at the closing of the Drag-Along Transaction; and (vii) if some or all of the consideration received in connection with the Drag-Along Transaction is other Stockholder owns no more Option Sharesthan cash, then such consideration shall be deemed to have a dollar value equal to the portion Fair Market Value of such consideration; provided, however, that upon written request, the General Partner shall provide any Options then held by such other Stockholder that are then vested and exercisable holder of Partnership Interests all information reasonably related to its determination of Fair Market Value. (provided d) Notwithstanding anything to the contrary in this Section 6.4, if the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration proposed to be paid to the holders of Partnership Interests in a Drag-Along Transaction includes securities with respect to which no registration statement covering the issuance of such Stockholder for such portion securities has been declared effective under the Securities Act, then each of the Option as holders of Partnership Interests that is not then an Accredited Investor (without regard to Rule 501(a)(4)) may be required, at the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion request and election of the OptionsInitiating Partner(s), to (i) until no portion at the cost of the Options held Partnership, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such requesting holders or (ii) accept cash in lieu of any securities such non-Accredited Investor would otherwise receive in an amount equal to the Fair Market Value of such securities. (e) The Initiating Partner(s) shall have the right in connection with such a prospective transaction (or in connection with the investigation or consideration of any such prospective transaction) to require the General Partner and the Partnership to cooperate fully with potential acquirors in such prospective transaction by taking all customary and other actions reasonably requested by such Stockholder is vested holders or such potential acquirors, including making the Partnership’s properties, books and exercisablerecords, and then any remaining Purchased Sharesother assets reasonably available for inspection by such potential acquirors, establishing a GPM PETROLEUM LP THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP physical or electronic data room including materials customarily made available to potential acquirors in connection with such processes and making its officers and employees reasonably available for presentations, interviews and other diligence activities, in each case subject to reasonable and customary confidentiality provisions. In addition, the Initiating Partner(s) proposing a Drag-Along Transaction shall be entitled to take all steps reasonably necessary to carry out an auction of the Partnership, including selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the winning bidder and negotiating the requisite documentation. The General Partner and the Partnership shall provide assistance with respect to these actions as reasonably requested.

Drag-Along Rights. So long as this Agreement shall remain in effect(a) At any time on or after March 9, if any of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion of the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that2005, in the case event that TFC wishes to accept a bona fide third party offer for the acquisition of representations Units (whether by purchase, merger, consolidation or otherwise), TFC shall give written notice thereof to each other Member, which notice shall describe the material terms and warranties pertaining specifically conditions of such offer. (b) TFC may by written notice (a "Drag-Along Notice") to Vestar or each Member require each other Member to sell the same proportionate percentage of the Units which such AffiliateMember owns, as TFC proposes to sell, for the case may be, each other Stockholder same consideration per Unit and otherwise on the same terms and conditions obtained by TFC. Members participating in such a sale shall make bear their pro rata share of transaction costs incurred in connection with such sale to the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall extent such costs would otherwise be borne by TFC. In such case, each Member shall take all actions necessary in order to cause such sale of them on a pro rata basis; Units, including, without limitation, the execution and provided further that delivery of documents and instruments requested by TFC, and the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable Company shall bear all costs and expenses relating thereto. (c) In addition to the Common Stock beneficially owned foregoing, in the event that at any time after March 9, 2005 TFC wishes to require the Company to sell, transfer, assign or otherwise dispose of all or substantially all of the Company's Assets in a transaction or in a series of transactions, TFC and the Company may require the holders of all other Units to participate in such sale, transfer, assignment or other disposition. In such case, each Member shall take all actions necessary in order to cause such sale, transfer, assignment or other disposition of the Company's Assets, including, without limitation, the execution and delivery of documents and instruments requested by Vestar or such Affiliate, as the case may beTFC, and their respective Affiliates the Company shall bear all costs and expenses relating thereto. (including d) If TFC shall not have delivered a Drag-Along Notice with respect to the amount and nature such proposed Transfer of consideration and time Units, any other Member, at his option, may by written notice (a "Tag-Along Notice") to TFC given within fifteen (15) days of receipt thereof); and provided further that of notice of such bona fide third party offer, require TFC to cause such third party to acquire the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion same proportionate percentage of the Options that the Company shall have made acceptable arrangements with the transferee Units which such Member owns, as TFC proposes to sell, for the same consideration per share consideration to be paid to such Stockholder for such portion of Unit and otherwise on the Option as the transferee pays for the shares of Common Stock to be purchased same terms and conditions obtained by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesTFC.

Drag-Along Rights. So long as this Agreement shall remain in effect, if (i) In the event that at any of Vestar time Xxxxx (or an Affiliate (other than the Company and its Affiliates receives Subsidiaries) thereof holding Interests) (A) proposes to Transfer Interests in the Company, other than any Transfer to an offer from a Third Party Affiliate of Xxxxx, or (B) desires to purchase all or any portion of effect an Exit Event, Xxxxx shall have the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliateright (the “Drag-Along Right”), as upon written notice to the case may be, then each other Stockholder hereby agrees that it will, if requested in writing Members not less than 15 days' 30 days prior to the requested Transfer date proposed closing, to require that each other Member join pro rata in such sale by Vestar or such Affiliate, Transfer selling a pro rata number portion of Securities beneficially owned by it to such Third Party Member’s Interests on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making substantially the same representations, warranties, covenants, indemnities (and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the favorable) terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to representations, warranties and indemnification) as the amount selling Xxxxx Members, provided, however, that any representations and nature warranties relating specifically to any Member shall only be made by that Member and any indemnification provided by the Members (other than in respect of representations and warranties relating to any such Shareholder’s title to or ownership of the Interests being sold by such Shareholder in the Proposed Sale and such holder’s authority, power and right to enter into and consummate such transaction without violating any other agreement or legal requirement) shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser; provided, further, however, that (i) in respect of consideration and time received by the Management Members, if a majority (based on ownership of receipt thereofparticipating Interests) of participating Management Members consent, (ii) in respect of consideration received by the Parthenon Members, with a Parthenon Members’ consent, or (iii) in respect of consideration received by the Investor Members (other than the Parthenon Members); and provided further that the first shares , if a majority (based on ownership of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion participating Interests) of the Options that Investor Members (other than the Company shall have made acceptable arrangements with Parthenon Members) consent, the transferee for the same per share form of consideration to be paid received by Xxxxx or any Kelso Member in connection with the proposed sale may be different from that received by the Management Members and/or the Investor Members so long as the value of the consideration to be received by Xxxxx or any Kelso Member is the same or less than what they would have received had they received the same form of consideration as the Management Members and/or Investor Members (as reasonably determined by the Board in good faith). For purposes of this Section 13.10, for each Member, “joining Xxxxx in such Stockholder sale” shall include voting its Interests consistently with Xxxxx, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by Xxxxx and providing such other cooperation as Xxxxx may reasonably request. (ii) Any Exit Event may be structured as an auction and may be initiated by the delivery to the Company and the other Members of a written notice that Xxxxx has elected to initiate an auction sale procedure. Xxxxx shall be entitled to take all steps reasonably necessary to carry out an auction of the Company, including, without limitation, selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the winning bidder and negotiating the requisite documentation. The Company and each Member shall provide assistance with respect to these actions as reasonably requested. (iii) The Members acknowledge and agree that Xxxxx shall have the right, pursuant to Section 6.2(f) of the Shareholders Agreement, to elect that a Member holding securities of Axle Holdings, Inc., a Delaware corporation (“Holdings”) sell additional shares of Holdings common stock (in addition to shares that such Member holding securities of Holdings would be required to sell pursuant to Section 6.2(a) of the Shareholders Agreement) in lieu of all or a portion of the Option as the transferee pays for the shares Interests that such Member would otherwise be required to sell by virtue of Common Stock Xxxxx’x drag-along rights pursuant to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesSection 13.10(b).

Drag-Along Rights. So long as this Agreement shall remain in effect, if (a) At any time the Warburg Pincus Group may propose a Drag-Along Transaction and require all other holders of Vestar and its Affiliates receives an offer from a Third Party Units to purchase sell all or any portion of the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing but not less than 15 days' prior all of their Units in accordance with this Section 7.5. (b) In connection with any such Drag-Along Transaction, all holders of Units entitled to consent thereto shall consent to and raise no objections against the requested Transfer date by Vestar Drag-Along Transaction, and if the Drag-Along Transaction is structured as (i) a merger, conversion, Unit exchange or consolidation of the Company, or a sale of all or substantially all of the assets of the Company, each holder of Units entitled to vote thereon shall vote in favor of the Drag-Along Transaction and shall waive any appraisal rights or similar rights in connection with such Affiliatemerger, Transfer conversion, Unit exchange, consolidation or asset sale, or (ii) a pro rata number sale of Securities beneficially owned by it all the Units, each holder of Units shall agree to such Third Party sell all of his or its Units that are the subject of the Drag-Along Transaction, on the terms and conditions of such Drag-Along Transaction. The holders of Units shall promptly take all necessary and desirable actions in connection with the consummation of the offer so accepted by Vestar or Drag-Along Transaction, including the execution of such Affiliate, as the case may be; including making the same agreements and such instruments and other actions reasonably necessary to (A) provide customary representations, warranties, covenantsindemnities, indemnities and agreements escrow/holdback arrangements relating to such Drag-Along Transaction (subject to Sections 7.5(c)(iv) and 7.5(c)(v) below), in each case to the extent that Vestar each other holder of Units is similarly obligated, and (B) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth in Section 7.5(c) below. The holders of Units shall be permitted to sell their Units pursuant to any Drag-Along Transaction without complying with any other provisions of this Article 7. (c) The obligations of the holders of Units pursuant to this Section 7.5 are subject to the following terms and conditions: (i) Upon the consummation of the Drag-Along Transaction, each holder of Units shall receive the same proportion of the aggregate consideration from such Drag- Along Transaction that such holder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 6.1 as in effect immediately prior to such Drag-Along Transaction (for the avoidance of doubt, this means that differences in Preferred Unit Preference Amounts and Designated Values with respect to the Preferred Units and differences in Designated Values, Withheld Amounts and Retained Amounts, if any, with respect to Profits Units will be taken into account and that the timing of distributions will be taken into account, including the timing of any distributions of any Withheld Amounts or Retained Amounts), and if a holder of Units receives consideration from such AffiliateDrag- Along Transaction in a manner other than as contemplated by such rights and preferences or in excess of the amount to which such holder is entitled in accordance with such rights and preferences, then such holder shall take such action as is necessary so that such consideration shall be immediately reallocated among and distributed to the holders of Units in accordance with such rights and preferences; (ii) if any holder of a series of Units is given an option as to the form and amount of consideration to be received, all holders of Units shall be given the same option; provided, that, the form of consideration per Unit may differ to reflect differences in Preferred Unit Preference Amounts and Designated Values of the Preferred Units and differences in Designated Values, Withheld Amounts and Retained Amounts, if any, with respect to Profits Units; (iii) the Company shall bear the reasonable, documented costs incurred in connection with any Drag-Along Transaction (costs incurred by or on behalf of any holder of Units for its sole benefit will not be considered costs of the transaction hereunder) unless otherwise agreed by the Company and the acquiror, in which case may be, agrees no holder of Units shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-Along Transaction (except thatexcluding modest expenditures for postage, copies, and the like) and no holder of Units shall be obligated to pay any portion (or, if paid, shall be entitled to be reimbursed by the Company for that portion paid) that is more than its pro rata share (based upon the amount of consideration received, after the payment of all Preferred Unit Preference Amounts) of reasonable expenses incurred in connection with a consummated Drag-Along Transaction; (iv) no holder of Units shall be required to provide any representations, warranties or indemnities (other than pursuant to an escrow or holdback of consideration proportionate to the case of representations and warranties pertaining specifically amount receivable under this Section 7.5) in connection with the Drag-Along Transaction, other than customary (including with respect to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all qualifications) several representations, warranties and indemnities shall concerning (i) such holder’s valid title to and ownership of Units, free and clear of all liens, claims and encumbrances (excluding those arising under applicable securities laws), (ii) such holder’s authority, power and right to enter into and consummate such Drag-Along Transaction, (iii) the absence of any violation, default or acceleration of any agreement to which such holder is subject or by which its assets are bound as a result of the Drag-Along Transaction, and (iv) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by Stockholders severally such holder in connection with the Drag-Along Transaction (and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable then only to the Common Stock beneficially owned by Vestar or such Affiliateextent that each other holder of Units provides similar representations, as the case may be, warranties and their respective Affiliates (including indemnities with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then Units held by such other Stockholder that are then vested and exercisable holder of Units); (provided v) no holder of Units shall be obligated in the case of a Transfer respect of any indemnity obligations in such portion Drag-Along Transaction for an aggregate amount in excess of the Options that total consideration payable to such holder of Units in such Drag-Along Transaction; and (vi) if some or all of the Company shall have made acceptable arrangements consideration received in connection with the transferee for Drag- Along Transaction is other than cash, then such consideration shall be deemed to have a dollar value equal to the same per share fair market value of such consideration as determined by the Board in its reasonable judgment. (d) Notwithstanding anything to the contrary in this Section 7.5, if the consideration proposed to be paid to the holders of Units in a Drag-Along Transaction includes securities with respect to which no registration statement covering the issuance of such Stockholder for such portion securities has been declared effective under the Securities Act, then each of the Option as holders of Units that is not then an Accredited Investor (without regard to Rule 501(a)(4)) may be required (notwithstanding Section 7.5(c)(ii)), at the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion request and election of the Optionsholders of Units that are pursuing a Drag-Along Transaction, to (i) until no portion appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such requesting holders or (ii) accept cash in lieu of any securities such non-Accredited Investor would otherwise receive in an amount equal to the fair market value of such securities as determined in the manner set forth in Section 7.5(c)(vi). (e) The Warburg Pincus Group shall have the right in connection with any such transaction (or in connection with the investigation or consideration of any such potential transaction) to require the Company to cooperate fully with potential acquirors in such prospective Drag-Along Transaction by taking all customary and other actions reasonably requested by such holders or such potential acquirors, including making the Company’s properties, books and records, and other assets reasonably available for inspection by such potential acquirors, establishing a physical or electronic data room including materials customarily made available to potential acquirors in connection with such processes and making its employees reasonably available for presentations, interviews and other diligence activities, in each case subject to reasonable and customary confidentiality provisions. In addition, the Warburg Pincus Group shall be entitled to take all steps reasonably necessary to carry out an auction of the Options held by such Stockholder is vested Company, including selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the winning bidder and exercisable, and then any remaining Purchased Sharesnegotiating the requisite documentation. The Company shall provide assistance with respect to these actions as reasonably requested.

Drag-Along Rights. So long as this Agreement shall remain 7.4.1 At any time that one or more Charter Members propose to sell to any Person other than a Charter Affiliate or in effect, if any connection with an internal reorganization of Vestar CCI and its Affiliates receives (a) a number of Class A Preferred Units and Class B Units equal to more than 50 percent of all Units held by all Charter Members and all Charter Affiliates, and (b) a percentage of Class A Preferred Units held by all Charter Members and all Charter Affiliates equal to the percentage of Class B Units proposed to be sold by all Charter Members and all Charter Affiliates (such Units proposed to be sold, the "Drag-Offered Interest"), the Manager shall have the right to cause each holder of the CII Class A Preferred Units to sell the Dragged Interest to the prospective purchaser. The "Dragged Interest" of each holder of the CII Class A Preferred Units shall equal the excess of (i) a number of Class A Preferred Units held by such holder that is the same percentage of all Class A Preferred Units held by such holder as the percentage of Class A Preferred Units and Class B Units held by all Charter Members and all Charter Affiliates comprising the Drag-Offered Interest, over (ii) the number of Class A Preferred Units held by such holder that comprise the Tag-Along Interest of such holder, if any. 7.4.2 The Manager shall exercise the rights set forth in this Section 7.4 by providing notice (the "Drag-Along Notice") to each holder of the CII Class A Preferred Units within 60 days after the execution of the contract for the sale of the Drag-Offered Interest (the "Drag Contact") and not less than 45 days prior to the consummation of the sale contemplated by the Drag Contract. The Drag-Along Notice shall set forth (a) the number of Class A Preferred Units and Class B Units comprising the Drag-Offered Interest, and the number and type of all Units then owned by all Charter Members and all Charter Affiliates; (b) the identity of the prospective purchaser; (c) the aggregate purchase price for the Drag-Offered Interest, the form of such purchase price, and any potential adjustments to such purchase price contained in the Drag Contract; (d) an offer from estimate of the purchase price for each Class A Preferred Unit comprising the Drag-Offered Interest (calculated with reasonable detail in accordance with the procedures set forth in Section 7.4.3); (e) a Third Party calculation of the number of Class A Preferred Units comprising the Dragged Interest of each holder of the CII Class A Preferred Units, (calculated in accordance with Section 7.4.1); (f) confirmation that the prospective purchaser has agreed to purchase Class A Preferred Units in accordance with the terms of this Section 7.4; (g) a copy of the Drag Contract and (h) a reasonable estimate of the date on which the closing of the sale of the Drag Contract will occur. 7.4.3 The purchase price for any Dragged Interest shall equal the amount per Class A Preferred Unit that would be distributed with respect to each Class A Preferred Unit in a hypothetical dissolution of the Company, determined by calculating the total amount that the Company would need to distribute in dissolution to all Members pursuant to this Agreement to result in dissolution proceeds to the Charter Members and Charter Affiliates with respect to the Drag-Offered Interest equal to the aggregate purchase price of the Drag-Offered Interest (as may be adjusted pursuant to the Drag Contract), assuming that the Company made a distribution of such total amount pursuant to Section 9.5. If all or any portion of the outstanding shares purchase price for the Drag-Offered Interest consists of Common Stock property or other noncash consideration, the purchase price for each Dragged Interest shall comprise the same proportion of each item of property or other noncash consideration as is paid for the Drag-Offered Interest. 7.4.4 At the closing of a sale pursuant to this Section 7.4, each holder of the CII Class A Preferred Units shall be entitled and obligated to give such offer is accepted by Vestar or such Affiliate, consents as are customary in similar transactions and to sell to the prospective purchaser its Dragged Interest on the same terms and conditions (other than price) as the case may beCharter Members selling the Drag-Offered Interest (with such holder being subject to the same holdback, then each other Stockholder hereby agrees that it willand escrow provisions, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliateany, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms and any similar components of the offer so accepted by Vestar or Drag Contract to which the Charter Members selling the Drag-Offered Interest are subject), provided that each such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees holder shall only be required to make (except that, in the case of customary representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may beregarding its ownership of, and their respective Affiliates (including with respect authority to sell, the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesDragged Interest.

Drag-Along Rights. So long as In the event that TPG or TPG WP wishes to sell all or substantially all of its Guarantor Interests, Revolver Interests, Participation Interests, Italian Credit Agreement Rights, Senior Notes or Warrants, in each case by merger, stock sale, asset sale or otherwise (other than pursuant to paragraph 9 of this Agreement shall remain in effect, if Agreement) to a purchaser that is not an Affiliate of TPG or TPG WP or any of Vestar their Affiliates and its Affiliates receives an offer from a Third Party said purchaser desires to purchase acquire all or any portion substantially all of the outstanding shares of Common Stock and such offer is accepted by Vestar Guarantor Interests, Revolver Interests, Participation Interests, Senior Notes or such AffiliateWarrants, as the case may be, then upon such terms and conditions as agreed to with TPG or TPG WP, each other Stockholder hereby Other Holder, agrees that it willto sell all of its Guarantor Interests, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar Revolver Interests, Participation Interests, Senior Notes, or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such AffiliateWarrants, as the case may be, agrees to make (except thatsaid purchaser and to waive its appraisal or dissenters' rights with respect to such transaction, in at a price that reflects the case Pro Rata Portion of representations and warranties pertaining specifically to Vestar its Guarantor Interests, Revolver Interests, Participation Interests, Senior Notes, or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such AffiliateWarrants, as the case may be, and their respective Affiliates (including on the same terms and conditions as TPG or TPG WP has agreed to with respect such purchaser; provided, however, that no party required to sell pursuant to this paragraph 8 shall be required to make any representation, covenant or warranty in connection with such sale, other than as to its ownership and authority to sell, free of liens, claims or encumbrances, the Guarantor Interests, Revolver Interests, Participation Interests, Senior Notes, or Warrants to be sold by such Lender. In such case, TPG or TPG WP, as the case may be, shall give written notice of such sale to the amount and nature Other Holders, at least thirty (30) days prior to the consummation of consideration and time of receipt thereof); and provided further that such sale, setting forth (i) the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to received by such Stockholder for such portion relevant parties, (ii) the identity of the Option as purchaser, (iii) the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion date of the Optionsproposed transfer and (iv) until no portion any other material items and conditions of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesproposed transfer.

Drag-Along Rights. So long as this Agreement shall remain in effect(a) At any time, if any of Vestar and its Affiliates the Sponsor receives an offer from a Third Party Offer for a Drag-Along Transaction that it desires to purchase accept, it may require all other holders of Membership Interests to sell their Membership Interests in accordance with this Section 7.5. (b) Any such Drag-Along Transaction shall not require the consent or approval of any holders of Membership Interests other than the Sponsor. Notwithstanding anything to the contrary in this Agreement, any such Drag-Along Transaction may be structured as a merger, conversion, Unit exchange or sale or consolidation of the Company, or a sale of all or any portion substantially all of the outstanding shares assets of Common Stock the Company, in each case in the sole discretion of the Sponsor and without the consent or approval of the Board or any other Member. The holders of Membership Interests shall promptly take all necessary and desirable actions in connection with the consummation of the Drag-Along Transaction reasonably requested by the Sponsor or any of its Affiliates, including the execution of such agreements and such offer is accepted by Vestar or such Affiliate, as the case may be, then each instruments and other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior actions reasonably necessary to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same (A) provide customary representations, warranties, covenantsindemnities, indemnities and agreements escrow/holdback arrangements relating to such Drag-Along Transaction (subject to Sections 7.5(c)(iv) and 7.5(c)(v)), in each case to the extent that Vestar each other holder of Membership Interests is similarly obligated except as otherwise provided for herein, and (B) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth in Section 7.5(c). Each such holder of Membership Interests grants the Sponsor a power-of-attorney in accordance with Section 12.5(b) to execute or cause to be executed on such Affiliateholder’s behalf any and all such agreements, instruments, certificates, filings or papers required or reasonably necessary to facilitate a Drag-Along Transaction. The holders of Membership Interests shall be permitted to sell their Membership Interests pursuant to any Drag-Along Transaction without complying with any other provisions of this Article 7. (c) The obligations of the holders of Membership Interests pursuant to this Section 7.5 are subject to the following terms and conditions: (i) upon the consummation of the Drag-Along Transaction, each holder of Membership Interests shall receive the same proportion of the aggregate consideration from such Drag-Along Transaction that such holder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 6.1 as in effect immediately prior to such Drag-Along Transaction; NEXEO SOLUTIONS HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT (ii) the Company shall bear the reasonable, documented costs incurred in connection with any Drag-Along Transaction (costs incurred by or on behalf of any holder of Membership Interests for such holder’s sole benefit will not be considered costs of the transaction hereunder) unless otherwise agreed by the Company and the acquiror, in which case may be, agrees no holder of Membership Interests shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-Along Transaction (except thatexcluding modest expenditures for postage, copies, and the like) and no holder of Membership Interests shall be obligated to pay any portion (or, if paid, shall be entitled to be reimbursed by the Company for that portion paid) that is more than its pro rata share (based upon the amount of consideration received by such holder in the case Drag-Along Transaction) of representations reasonable expenses incurred in connection with a consummated Drag-Along Transaction; (iii) no holder of Membership Interests shall be required to provide any representations, warranties or indemnities in connection with the Drag-Along Transaction, other than (A) representations, warranties or indemnities for which the sole recourse is to consideration in escrow or holdback and warranties pertaining specifically (B) customary (including with respect to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations qualifications) several (and warranties pertaining specifically to itself); provided that all not joint) representations, warranties and indemnities shall concerning (1) such holder’s valid title to and ownership of Membership Interests, free of all liens, claims and encumbrances (excluding those arising under applicable securities laws), (2) such holder’s authority, power and right to enter into and consummate such Drag-Along Transaction, (3) the absence of any violation, default or acceleration of any agreement to which such holder is subject or by which its assets are bound as a result of the Drag-Along Transaction, and (4) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by Stockholders severally such holder in connection with the Drag-Along Transaction (and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable then only to the Common Stock beneficially owned by Vestar or such Affiliateextent that each other holder of Membership Interests is similarly obligated to provide similar representations, as the case may be, warranties and their respective Affiliates (including indemnities with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred Membership Interests held by such other Stockholder must holder of Membership Interests); (iv) consideration placed in escrow or holdback shall be Vested Purchased Shares until allocated among holders of Membership Interests such other Stockholder owns no more Vested Purchased Sharesthat if the party making the Third Party Offer ultimately is entitled to some or all of such escrow or holdback amounts, then the Option Shares until net ultimate proceeds received by such holders shall still comply with the intent of Section 7.5(c)(i) as if the ultimate resolution of such escrow or holdback had been known at the closing of the Drag-Along Transaction; and (v) if some or all of the consideration received in connection with the Drag-Along Transaction is other Stockholder owns no more Option Sharesthan cash, then such consideration shall be deemed to have a dollar value equal to the portion fair market value of any Options then held such consideration as determined by such other Stockholder that are then vested and exercisable the Board in its reasonable judgment. NEXEO SOLUTIONS HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT (provided d) Notwithstanding anything to the contrary in this Section 7.5, if the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration proposed to be paid to the holders of Membership Interests in a Drag-Along Transaction includes securities with respect to which no registration statement covering the issuance of such Stockholder for such portion securities has been declared effective under the Securities Act, then each of the Option holders of Membership Interests that is not then an Accredited Investor may be required at the request and election of the holders of Membership Interests that are pursuing a Drag-Along Transaction, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the transferee pays Securities Act) reasonably acceptable to such requesting holders or (ii) accept cash in lieu of any securities such non-Accredited Investor would otherwise receive in an amount equal to the fair market value of such securities as determined in the manner set forth in Section 7.5(c)(v). (e) The Sponsor, when proposing a Drag-Along Transaction, shall have the right in connection with such a prospective transaction (or in connection with the investigation or consideration of any such prospective transaction) to require the Company to cooperate fully with potential acquirors in such prospective transaction by taking all customary and other actions reasonably requested by such holders or such potential acquirors, including making the Company’s properties, books and records, and other assets reasonably available for inspection by such potential acquirors, establishing a physical or electronic data room including materials customarily made available to potential acquirors in connection with such processes and making its employees reasonably available for presentations, interviews and other diligence activities, in each case subject to reasonable and customary confidentiality provisions. In addition, the shares Sponsor shall be entitled to take all steps necessary to carry out an auction of Common Stock the Company, including selecting an investment bank, providing confidential information (pursuant to be purchased confidentiality agreements), selecting the winning bidder and negotiating the requisite documentation. The Company shall provide assistance with respect to these actions as requested by the transfereeSponsor. Notwithstanding anything to the contrary in this Agreement, reduced no consent or approval of the Board shall be required in connection with any action taken by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesCompany in compliance with this Section 7.5(e).

Drag-Along Rights. So long as (i) If, at any time before the consummation of the IPO and subject to the Right of First Purchase (if applicable), any Member holding a majority of the Units then held by all Members (the “Initiating Member”) desires to effect a Transfer to a Person constituting a Change of Control (the “Drag Along Sale”), then the Initiating Member may elect to exercise its rights pursuant to this Agreement shall remain in effectSection 6.03(e) (the “Drag Along Rights”) by providing written notice to all Members other than the Initiating Member (each, a “Drag Along Member,” and collectively, the “Drag Along Members”). In order to exercise the Drag Along Rights, the Initiating Member must give written notice to the Drag Along Members disclosing the identity of the proposed transferee(s), the Person or Persons, if any any, that control the proposed transferee(s), the number and classes of Vestar Units proposed to be Transferred and its Affiliates receives an offer from a Third Party to purchase all or any portion the terms and conditions, including price, of the outstanding shares proposed Transfer (the “Drag Along Notice”) within the earlier of Common Stock five days following the execution of the agreement with respect to the proposed Transfer and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' ten (10) days prior to the requested Transfer proposed date by Vestar or such Affiliateupon which the contemplated Change of Control is to be effected. (ii) If the Initiating Member exercises its Drag Along Right, Transfer a pro rata number of Securities beneficially owned by it except to the extent contrary to applicable Law, each Drag Along Member shall consent and raise no objections to such Third Party on Change of Control and shall take all actions reasonably necessary or desirable to consummate such Change of Control, including by (A) Transferring to the terms proposed transferee(s) its Pro Rata Portion of its Units, (B) delivering such Units at the closing, free and clear of all Liens, (C) if Member approval of the offer so accepted transaction is required, voting its Units in favor thereof, (D) approving, executing and delivering any and all documents, certificates and instruments, necessary to the Transfer of such Drag Along Member’s Units pursuant to this Section 6.03(e), and (E) if required by Vestar or such Affiliatethe Initiating Member, as the case may be; including making the same representations, warranties, covenants, covenants and indemnities and agreements that Vestar or such Affiliate, as the case may beInitiating Member made in connection with such Change of Control, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations(1) any indemnity is several and not joint and a Drag Along Member’s indemnity exposure with respect to any representations made thereby is subject to a cap on indemnity not exceeding 20% of such Drag Along Member’s pro rata share of the proceeds from the Drag Along Sale (other than with respect to the capacity, warranties title and indemnities authority, which shall be made by Stockholders severally capped at such Drag Along Member’s pro rata share of the proceeds from such Drag Along Sale), and not jointly (2) the Initiating Member shall consult with any Member owning 17.5% or more of the outstanding Units of the Company regarding the representations being given to the acquirer in a Drag Along Sale, (F) waiving any and all dissenters’ rights, appraisal rights or similar rights in connection with the Drag Along Sale that the liability such Member might otherwise have and (G) permitting any escrow of Stockholders (whether pursuant proceeds of any such Change of Control to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them withheld on a pro rata basis; and provided further that basis among all Members participating in such Change of Control. Each Member hereby grants to each of the terms of such offer applicable Directors, each acting singly, an irrevocable proxy, coupled with an interest, to any Common Stock beneficially vote all Units owned by such Member or over which such Member has voting control, and to take such other Stockholder actions to the extent necessary to carry out the provisions of this Section 6.03(e), in the event of any breach by such Member of its obligations under this Section 6.03(e). (iii) The Transfer of Units by the Drag Along Members pursuant to this Section 6.03(e) shall be at the same price and on the same terms and conditions as the Initiating Member shall be Transferring its Units in such transaction or series of related transactions, except that the Drag Along Members shall each bear their ratable share (based on the number of Units sold) of the liabilities and expenses incurred in connection with such Change of Control, but only to the extent that such liabilities and expenses are no less favorable incurred for the benefit of the Initiating Member and all Drag Along Members and are not otherwise paid by the Company or by an entity acquiring the Company or its assets, and liabilities and expenses incurred by any Members on its own behalf, including indemnities, shall not be considered liabilities and expenses incurred in connection with such Change of Control, it being understood that the price per Unit shall take into account all benefits (other than the terms benefits derived pursuant to Section 6.03(e)(v)) being obtained by the Initiating Member or any of its Affiliates in connection with, or as a consequence of, such offer applicable Change of Control. (iv) The Drag Along Right shall not apply to any Change of Control that would require a supermajority consent of the Common Stock beneficially owned by Vestar or Board of Directors pursuant to Section 4.01(h), unless such Affiliateconsent has been obtained. For the sake of clarity, as the case may be, and their respective Affiliates (including Right of First Refusal shall not apply with respect to any Transfer made in connection with the amount and nature exercise of consideration and time the Drag Along Right, but the Right of receipt thereofFirst Refusal shall apply in connection with any Transfer prior to any Member exercising its Drag Along Right. (v) If, upon the date ninety (90) days following the date of a particular Drag Along Notice (subject to extension for an additional sixty (60) days, in the reasonable discretion of the Initiating Member); and provided further that , the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased SharesInitiating Member has not consummated the Drag Along Sale, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion each of the Options that the Company Drag Along Members shall have made acceptable arrangements with the transferee be released from their obligations under such Drag Along Notice, such Drag Along Notice shall be null and void, and it shall be necessary for the same per share consideration another Drag Along Notice to be paid to such Stockholder for such portion furnished, and the terms and provisions of the Option as the transferee pays for the shares of Common Stock this Section 6.03(e) to be purchased by the transfereecomplied with, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesin order to consummate a Drag Along Sale pursuant to this Section 6.03(e).

Drag-Along Rights. So long as (a) Notwithstanding anything contained in this Agreement shall remain in effectArticle IX to the contrary, if any of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion at least two Sponsor Groups (or, if there is only one Sponsor Group remaining, such Sponsor Group) who own more than 50% of the outstanding shares Units then owned by all Members of Common Stock and all Sponsor Groups (all of the Members of each such offer Sponsor Group, the “Dragging Members”) propose to Transfer Units in a single transaction, including a merger (a “Sale Proposal”), that would constitute a Change of Control to a Person that is accepted by Vestar or not an Affiliate of any such AffiliateMember (each, as the case may bea “Required Sale”), then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' the Dragging Members shall deliver a written notice (a “Required Sale Notice”) with respect to such Sale Proposal at least ten Business Days prior to the requested Transfer anticipated closing date of such Required Sale to all other Members, provided, however, that if the purchaser is an Affiliate of any Dragging Member, such transaction must be approved by Vestar those Investor Groups which are not Affiliates of the acquirer. All Units to be sold pursuant to this Section 9.4 shall be included in determining whether or such Affiliatenot a proposed transaction constitutes a Change of Control. (b) The Required Sale Notice will include the material terms and conditions of the Required Sale, Transfer a pro rata including (A) the number of Securities beneficially Units proposed to be so Transferred, (B) the name and address of the proposed Transferee, (C) the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Members will provide such information, to the extent reasonably available to the Dragging Members, relating to such non-cash consideration as the other Members may reasonably request in order to evaluate such non-cash consideration, provided, however, that the provision of such information (or lack thereof) shall not relieve any Member of its obligation to sell Units under this Section 9.4) and (D) the proposed Transfer date, if known. The Dragging Members will deliver or cause to be delivered to each other Member copies of all transaction documents relating to the Required Sale promptly as the same become available. (c) Each Member, upon receipt of a Required Sale Notice, shall be obligated to sell a number of its Units equal to the product of (i) the number of Units owned by it such Member, multiplied by (ii) a fraction in which the numerator is the number of Units owned by the Dragging Members, in aggregate, that are being transferred in such Required Sale, and the denominator is the aggregate number of Units owned by the Dragging Members, and participate in the Required Sale contemplated by the Sale Proposal, to vote their Units in favor of the Required Sale at any meeting of Members called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale, to use its reasonable efforts to cause any individuals designated by such Third Party Member to serve on the terms Board to vote in favor of the offer so accepted by Vestar Required Sale at any meeting of the Board called to vote on or such Affiliateapprove the Required Sale and/or to consent in writing to the Required Sale, to waive all dissenters’ or appraisal rights in connection with the Required Sale, to enter into agreements relating to the Required Sale, to agree (as to itself) to make to the case may be; including making proposed purchaser the same representations, warranties, covenantscovenants (other than non-compete and non-solicitation provisions and licenses, employment or consulting agreements), indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees Dragging Members agree to make in connection with the Required Sale, and to take or cause to be taken all other actions as may be reasonably necessary to consummate the Required Sale; provided that (except thatx) unless otherwise agreed, in the case of a Member be required to make representations and warranties pertaining specifically or provide indemnities as to Vestar or any other Member (other than Permitted Transferees of such Affiliate, as the case may be, each other Stockholder shall make the comparable Member) and (y) any liability relating to representations and warranties pertaining specifically (and related indemnities) and other indemnification obligations regarding the business of the Company in connection with the Required Sale shall be shared by all Members pro rata based on their respective Units being sold in the Required Sale and in any event shall not exceed the proceeds received by such Member in the Required Sale. (d) The obligations of the Members pursuant to itselfthis Section 9.4 are subject to the satisfaction of the following conditions: (i) each of the Members shall receive the same proportion of the aggregate consideration from such Required Sale that such Member would have received if such aggregate consideration had been distributed by the Company to the Members in complete liquidation pursuant to Section 6.1(e); provided and (ii) any expenses incurred for the benefit of the Company or all Members, and any indemnities, holdbacks, escrows and similar items relating to the Required Sale, that are not paid or established by the Company (other than those that relate to representations or indemnities concerning a Member’s (or its Permitted Transferee’s) valid ownership of its or his Units free and clear of all representationsliens, warranties claims and indemnities shall be made by Stockholders severally encumbrances or a Member’s (or its Permitted Transferee’s) authority, power and not jointly legal right to enter into and that the liability of Stockholders (whether pursuant to consummate a representation, warranty, covenant, indemnification provision purchase or agreementmerger agreement or ancillary documentation) shall be evidenced paid or established by the Members in writings executed by them accordance with their respective Sharing Percentages. (e) The Dragging Members shall, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any Required Sale and the transferee terms and shall be borne by each conditions thereof. No holder of them on a pro rata basis; and provided further that the terms of such offer applicable to Units nor any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer Affiliate of any such portion holder shall have any liability to any other holder of the Options that Units or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any Required Sale except to the extent such holder shall have made acceptable arrangements failed to comply with the transferee for the same per share consideration to be paid to such Stockholder for such portion provisions of the Option as the transferee pays for the shares this Section 9.4. (f) The provisions of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesthis Section 9.4 shall terminate upon an IPO.

Drag-Along Rights. So long as this Agreement shall remain in effect(i) Subject to prior compliance with Section 3.2(b), if any of Vestar and its Affiliates the Blackstone Member (the “Dragging Member”) receives an offer from a Third Party to purchase (a “Sale Proposal”) or otherwise desires to transfer all or any portion of the outstanding shares of Common Stock its Interest to an unaffiliated third party (a “Drag Eligible Transfer”, and such offer is accepted by Vestar or such Affiliatetogether with Sale Proposal, as the case may beeach, a “Required Sale”), then each other Stockholder hereby agrees that it willthe Dragging Member shall have the option to deliver (which option to deliver may be exercised in its sole discretion) a written notice (a “Required Sale Notice”) with respect to such Required Sale, if requested in writing not less than 15 days' at least fifteen (15) calendar days prior to the requested anticipated closing date of such Required Sale to all other Members requiring them to sell or otherwise Transfer date by Vestar their Interest to the proposed transferee in accordance with the provisions of this Section 3.2(c). In any such transaction, all transferring Members must receive the same benefits and bear the same burden as the Dragging Member in proportion to their respective Interests being transferred. (ii) The Required Sale Notice shall include the material terms and conditions of the Required Sale, including (A) the name and address of the proposed transferee, (B) the proportion of Interests to be sold in such Required Sale, (C) the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Member will provide such Affiliate, Transfer a pro rata number of Securities beneficially owned by it information relating to such Third Party on consideration as each other Member may reasonably request in order to evaluate such consideration, and such non-cash consideration shall be subject to the terms approval of each other Member, such approval not to be unreasonably withheld, conditioned, or delayed), and (D) the offer so accepted proposed closing date of such Required Sale, if known. The Dragging Member will deliver or cause to be delivered to each other Member copies of all transaction documents relating to the Required Sale promptly as the same become available. (iii) Each other Member, upon receipt of a Required Sale Notice, shall be obligated to sell or otherwise transfer the same proportion of its Interest as is being transferred by Vestar the Dragging Member and participate in the Required Sale contemplated by the Sale Proposal or such AffiliateDrag Eligible Transfer, as applicable, to waive all dissenters’ or appraisal rights, if any, in connection with the case may be; including making Required Sale, to enter into agreements relating to the Required Sale, to agree (as to itself) to make to the proposed purchaser the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, Dragging Member agrees to make in connection with the Required Sale, and to take or cause to be taken all other actions as may be reasonably necessary (except thator otherwise reasonably requested by the Dragging Member) to consummate the Required Sale; provided that (x) unless otherwise agreed in writing by such Member in its sole discretion, in the case of a Member shall not be required to make representations and warranties pertaining specifically or provide indemnities as to Vestar or such Affiliate, as the case may be, each any other Stockholder Member and a Member shall not be required to make the comparable any representations and warranties pertaining specifically to itself); provided that all representationsabout the business of the Company or its Subsidiaries, warranties and indemnities (y) no such Member shall be made liable for the breach of any covenant by Stockholders any other Member under this Section 3.2(c) and (z) notwithstanding anything in this Section 3.2(c)(iii) to the contrary, any liability relating to representations and warranties (and related indemnities) and other indemnification obligations regarding the business of the Company and the Subsidiaries arising in connection with the Required Sale shall be shared severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a all Members pro rata basis; based on their respective Interests being sold in the Required Sale and provided further that in any event shall not exceed the terms of such offer applicable to any Common Stock beneficially owned proceeds received by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided Member in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Shares.Required

Drag-Along Rights. So long (a) In the event that a Member agrees to the sale or other Transfer to a Person not Affiliated therewith of such of the Membership Interests as constitutes in excess of seventy percent (70%) of the aggregate Membership Interests of all Members as of such date, such approving and selling Member(s) (the “Drag-Along Sellers”) shall be entitled, by delivery of a fifteen (15) Business Day prior written notice to all of the other Members specifying the name and address of the proposed Transferees to such transaction and the terms and conditions thereof, to require each of the other Members to Transfer the same percentage of the Membership Interests held by such Members to the proposed Transferees for the equivalent consideration per Membership Interest (based on the intrinsic value of the Membership Interests calculated as if the Company were liquidated and the remaining assets were distributed in accordance with Section 10.2) and otherwise upon the same terms and conditions as the Drag-Along Sellers in the proposed transaction. If any Member shall fail to execute any such documents, such Drag-Along Sellers may authorize the Company to execute such documents on behalf of such Member. Notwithstanding anything herein to the contrary, this Agreement Section 9.7 shall remain in effect, apply to the Members other than the Drag-Along Sellers only (a) if any representation and warranty or indemnification obligations that relate specifically to a particular holder of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion of the outstanding shares of Common Stock and equity securities (such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically or indemnification therefor given by a holder regarding such holder’s title to Vestar or and ownership of such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreementequity securities) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned solely by such other Stockholder are no less favorable holder, (b) if such Member shall not be liable under any indemnity or contribution agreement for more than the terms amount actually received by such party in such transaction except in connection with claims of such offer applicable fraud by the Member, and (c) if all Members will receive the same form and amount of consideration per equity security, and if any Member is given an option as to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, form and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion received in respect of its equity securities, all Members will be given the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharessame option.

Drag-Along Rights. So long as this Agreement (a) Within five (5) days after the receipt by the Company of a Drag-Along Notice, the Company shall remain in effectforward such Drag-Along Notice to the Members. Each Member shall, if any and shall cause each of Vestar and its Affiliates receives an offer from a Third Party to, cooperate in connection with the Drag-Along Sale and take all steps reasonably necessary or reasonably requested by Holdco, the Company, and the Drag-Along Purchaser to purchase all or any portion of consummate the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party Drag-Along Sale on the terms Drag-Along Terms (including by waiving any appraisal or dissenter’s rights that may exist under any applicable law, voting for or consenting to any merger, consolidation, sale of the offer so accepted by Vestar assets or such Affiliatesimilar transaction, as the case may be; executing any purchase agreements, merger agreements, escrow agreements or related documents, including making the same representationsinstruments of Transfer and providing customary several, warrantiesbut not joint, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities concerning such Member’s valid ownership of its Class A Units, free and clear of all Liens and encumbrances (other than those arising under applicable securities laws or in connection with the Drag-Along Sale) and such Member’s authority, power, and right to enter into and consummate agreements relating to such transactions without violating any applicable law or other agreement; provided, however, that such agreements, documents or instruments shall be made not contain any non-competition or similar restrictive covenants. Without limiting the generality of the immediately preceding sentence, each Member shall, subject to the provisions of any definitive agreement (including any limitations on indemnification set forth therein) entered into in connection with a Drag-Along Sale, indemnify, defend and hold harmless the Drag-Along Purchaser in any Drag-Along Sale, pro rata in accordance with the amount of consideration received by Stockholders severally such Member in connection with such Drag-Along Sale as a proportion of the aggregate amount of consideration received by all Members together with all members of Holdco (excluding the Company) in connection with such Drag-Along Sale, from and not jointly against any losses, damages and that the liability liabilities arising from or in connection with (i) any breach of Stockholders (whether pursuant to a any representation, warranty, covenantcovenant or agreement of Holdco or the Company in connection with such Drag-Along Sale, and (ii) any other indemnification provision obligation in connection with such Drag-Along Sale relating to the business or agreementpotential liabilities of the Company or Holdco and its Subsidiaries; provided, that (A) such indemnification obligation shall be evidenced in writings executed by them several and not joint, and (B) the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms aggregate maximum amount of such offer applicable to any Common Stock beneficially owned indemnification obligation shall not exceed the amount of proceeds received by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including Member with respect to its Class A Units in connection with such Drag-Along Sale. (b) For the avoidance of doubt and notwithstanding anything to the contrary herein, (i) if any amount and nature is outstanding pursuant to a Management Loan of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares a Member, then until such other Stockholder owns no more Vested Purchased Sharestime as all outstanding amounts under such Management Loan have been repaid in full, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested Member shall direct and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with direct the transferee for the same per share consideration to be paid net proceeds from such Drag-Along Sale otherwise payable to such Stockholder for Member to first be applied to repay such Management Loan or such portion thereof as may be repaid with such net proceeds and (ii) subject to the applicable reductions in clause (i) of this Section 8.03(b), the Option as the transferee pays for the shares of Common Stock to be purchased net proceeds received by the transferee, reduced by Company in such Drag-Along Sale shall be distributed in the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesmanner in which Flow-Through Distributions are distributed pursuant to Section 5.03(a).

Drag-Along Rights. So long (i) If one or more Sponsor Holders elect to Transfer to any Person or Persons that is not one of the Sponsor Holders or an Affiliate of either of the Sponsor Holders in a bona fide arms’-length transaction or a series of similar or related bona-fide arms’-length transactions at least the Requisite Amount of Subordinated Units (as this Agreement defined below) held by the Sponsor Holders (a “Sale Event”), then, upon ten (10) Business Days written notice from the Sponsor Holders to each of the Investors holding Subordinated Units and to the Partnership, which notice shall remain include a description of all of the terms and conditions of the proposed Transfer, including the proposed time and place of closing, the consideration to be received, the identity of the purchaser (and its controlling owners) and the amount of the Sponsor Holders’ Subordinated Units to be Transferred, along with information that establishes that the Sponsor Holders’ Subordinated Units to be Transferred are equal to or greater than the Requisite Amount of Subordinated Units (the “Sale Request”), each of the Investors holding Subordinated Units shall be obligated to and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of Subordinated Units as the percentage of Subordinated Units the Sponsor Holders are Transferring in effectthe same transaction at the closing thereof (and will deliver certificates for all of such Units, if any and as applicable, at the closing, free and clear of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion Encumbrances (other than Encumbrances set forth in the LP Agreement, the limited liability company agreement of the outstanding shares of Common Stock and such offer is accepted by Vestar or such AffiliateGP, as the case may beamended or restated from time to time, then each other Stockholder hereby agrees that it willor under applicable securities laws), if requested in writing not less than 15 days' prior together with unit powers duly endorsed); and (ii) execute, deliver and agree to the requested Transfer date be bound by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of any agreement for the offer so accepted Transfer of such Subordinated Units and any other agreement, instrument or certificates necessary to effectuate such Transfer, provided that, notwithstanding anything herein to the contrary, in connection with any Transfer pursuant to this Section 2(c)(i), the representations and warranties to be made by Vestar each such holder of Subordinated Units in such agreement shall be limited to matters that specifically relate to such holder such as due organization and authorization, no violation of laws, contracts or organizational documents, title and ownership and investor status, and each such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees holder of Subordinated Units shall have no obligation to make (except that, in the case of i) representations and warranties pertaining specifically as to Vestar the Partnership or others or (ii) any non-competition or non-solicitation covenant or any agreement limiting the business in which the holder of Subordinated Units (or its Affiliates) may engage, and provided, further, that each such Affiliate, as the case holder of Subordinated Units may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically be required to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and indemnify the transferee and shall be borne by each of them on a pro rata basis; and provided further that the several but not joint basis on terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms indemnification provided by the Sponsor Holders to the transferee (taking into account the relative ownership of Subordinated Units being Transferred in such offer transaction), which such indemnification liability for all matters shall not exceed the aggregate value of the consideration received by each such holder of Subordinated Units in connection with such Transfer. For purposes hereof, the “Requisite Amount of Subordinated Units” is (i) that number of Subordinated Units which, when combined with the Investors’ Subordinated Units being Transferred, is more than fifty percent (50%) of the outstanding Subordinated Units, where (ii) not less than thirty percent (30%) of the outstanding Subordinated Units being Transferred are held by a single Sponsor Holder and its Affiliates. (ii) The provisions of this Section 2(c) shall not apply to any Permitted Transfer. (iii) If the Sale Event has not occurred within 90 days of the date of the Sale Request, the provisions of Section 2(c)(i) applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (iv) If a Sale Event occurs, the Common Stock beneficially owned by Vestar or such Affiliate, as Sponsor Holders may exercise their right under this Section 2(c) only if the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid received in respect of Subordinated Units in connection with the Sale Event shall consist of only cash and/or such other securities or property which give rise only to such Stockholder for such portion income described in section 851(b)(2) of the Option Internal Revenue Code of 1986, as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesamended.

Drag-Along Rights. So long as this Agreement shall remain in effect(i) Following the fifth anniversary of the Effective Date, if any of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion Members holding greater than fifty percent (50%) of the outstanding shares Membership Interests (the "Controlling Members") shall propose to sell, directly or indirectly, all of Common Stock their Membership Interests in the Company (the "Controlling Interest"), in any transaction or series of related transactions, to any Person or Persons (a "Drag-Along Offer"), the Controlling Members may, at their option, require each of the other Members (the "Non-Controlling Members") to sell all of the Membership Interests owned or held by the Non-Controlling Members to such Person or Persons for the same pro-rata consideration (based on such Member's Membership Interests in the Company, assuming the conversion or exercise of all outstanding options, warrants or other convertible securities) and otherwise on the same terms and conditions upon which the Controlling Mem- bers sell their Membership Interests (a "Drag-Along Sale"). In the Drag-Along Sale, all Members holding securities convertible into Membership Interests shall either (A) exercise such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' securities prior to the requested Transfer consummation of the Drag-Along Sale and participate in such sale as Members holding such Membership Interests or (B) upon the consummation of the Drag-Along Sale, receive in exchange for such securities consideration equal to the amount determined by multiplying (1) the same pro-rata consideration (based on such Member's Membership Interests in the Company) received by the Members in connection with the Drag-Along Sale less the exercise price per percentage of the outstanding Membership Interests by (2) the percentage of Membership Interests represented by such rights. (ii) The Controlling Members shall provide a written notice (the "Sale Notice") of the Drag-Along Sale to each of the Non-Controlling Members not later than the twentieth Business Day prior to the proposed consummation of the sale contemplated by the Drag-Along Offer. The Sale Notice shall contain written notice of the exercise of the Controlling Members' rights pursuant to this Section 8.1(e), setting forth the consideration to be paid by such Person or Persons and the other material terms and conditions of the Drag-Along Offer. Within fifteen (15) Business Days following the date the Sale Notice is given, each of the Non-Controlling Members shall deliver to the Controlling Members (A) written instruments of transfer in form reasonably satisfactory to the Controlling Members executed by Vestar the Non-Controlling Member, and (B) such other documents, certificates, resolutions, or other instruments as may be reasonably necessary to sell or otherwise dispose of such Affiliate, Transfer a pro rata number of Securities beneficially owned by it Membership Interest pursuant to such Third Party on the terms of the offer so accepted Drag-Along Offer. Each Non-Controlling Member shall consent to and raise no objections to the Drag-Along Sale and, upon request by Vestar the Controlling Members, shall waive any appraisal or dissenters' rights in respect of such AffiliateDrag-Along Sale, and take all other actions reasonably necessary or desirable to cause the consummation of such Drag-Along Sale on the terms proposed by the Controlling Members, including, without limitation, (i) if the Drag-Along Sale is structured as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case a sale of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may beMembership Interests, each Non-Controlling Member will sell all of its Membership Interests and rights to acquire Membership Interests on the terms and conditions approved by the Controlling Members, (ii) if the Drag-Along Sale is structured as a merger or consolidation, each Non-Controlling Member will vote in favor thereof and will not exercise any dissenters' rights of appraisal it may have under any applicable law and (iii) if the Drag-Along Sale is structured as a sale of all or substantially all of the assets of the Company, each Non-Controlling Member will vote in favor thereof and, if applicable, will vote in favor of the subsequent dissolution and liquidation of the Company. (iii) Promptly after the consummation of the sale of the Membership Interests of the Controlling Members and the Non-Controlling Members to such Person or Persons pursuant to the Drag-Along Offer, the Controlling Members shall remit to each of the Non-Controlling Members the pro rata portion of the total sales price attributable to the Membership Interests of such Non-Controlling Members sold pursuant thereto less a pro-rata portion of the reasonable out-of-pocket costs and expenses (including reasonable attorneys= fees) incurred by the Controlling Members in connection with such sale. (iv) If, at the end of the 75day period following the giving of the Sale Notice, the Controlling Members shall not have completed the sale of all the Controlling Interest and the Membership Interests transferred to the Controlling Members pursuant to Section 8.1(e)(ii), the Controlling Members shall return to the Non-Controlling Members the documents delivered to the Controlling Members pursuant to Section 8.1(e)(ii)(A) and 8.1(e)(ii)(B). (v) Except as expressly provided in this Section 8.1(e), the Controlling Members shall have no obligation to any Non-Controlling Member with respect to the sale or other Stockholder disposition of any Membership Interests owned by such Non-Controlling Member in connection with this Section 8.1(e). Anything herein to the contrary notwithstanding, the Controlling Members shall make have no obligation to any Non-Controlling Member to sell or otherwise dispose of any Controlling Interest pursuant to this Section 8.1(e) or as a result of any decision by the comparable representations Controlling Members not to accept or consummate any Drag-Along Offer or sale with respect to the Controlling Interest (it being understood that any and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities such decisions shall be made by Stockholders severally each of the Controlling Members in its sole discretion). No Non-Controlling Member shall be entitled to make any Transfer of Membership Interests directly to any Person pursuant to an Offer (it being understood that all such Transfers shall be made only on the terms and not jointly pursuant to the procedures set forth in this Section 8.1(e)). Nothing in this Section 8.1(e) shall affect any of the obligations of any of the Members under any other provision of this Agreement. (vi) No Non-Controlling Member shall be required to make any representations and warranties to any Person or Persons in connection with the sale made pursuant to the Drag-Along Offer except as to (A) good title and the absence of liens with respect to such Non-Controlling Member's Membership Interests, (B) the corporate or other existence of such Non-Controlling Member and (C) the authority for and the validity and binding effect of, and absence of any conflicts under the charter documents and materials agreements of, such Non-Controlling Member as to, any agreements entered into by such Non-Controlling Member in connection with such sale. Each Member shall be obligated to agree to join in any indemnification to which the Controlling Members agree on the same terms as agreed to by the Controlling Members; provided, that the liability of Stockholders any Non-Controlling Member with respect to such indemnification shall not exceed the amount of the net proceeds from such Drag-Along Sale. (whether vii) Anything in this Section 8.1(e) to the contrary notwithstanding, the provisions of this Section 8.1(e) shall not be applicable (A) to any sale of Membership Interests pursuant to a representation, warranty, covenant, indemnification provision Company IPO or agreement(B) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on at any time after a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesIPO.

Drag-Along Rights. So long as this Agreement If Elandia proposes to sell, in a single transaction or a series of transactions, any Units now or hereafter owned by Elandia in a bona fide transaction to a Qualified Purchaser, or any interest in such Units, whether voluntarily or by operation of law, to an unaffiliated third party (the “Approved Sale”), Elandia shall remain give prompt written notice (the “Sale Notice”) to the Remaining Members setting forth: (i) the name and address of the party to which Elandia proposes to sell the Units, (ii) the number of Units Elandia proposes to sell, (iii) the consideration per Unit to be delivered to Elandia for the proposed sale, and (iv) all other material terms and conditions of the proposed sale, which must be bona fide. Subject to the Remaining Members’ Right of First Refusal under Section 11.4 above, by so indicating in effectthe Sale Notice, Elandia shall be entitled to require the Remaining Members to sell to the Qualified Purchaser in the same transaction all of their Units and rights to acquire Units (or, if any Elandia is selling less than all of Vestar and its Affiliates receives an offer from Units, a Third Party to purchase all or any portion percentage of the outstanding shares Remaining Members’ Units and rights to acquire Units equivalent to the percentage of Common Stock Units and such offer is accepted rights to acquire Units to be sold by Vestar or such AffiliateElandia), as on the case may be, then each other Stockholder hereby same terms and conditions set forth in the Sale Notice. Each of the Members agrees that it will, if requested in writing not less than 15 days' prior the consideration payable to the requested Transfer date Remaining Members for his or its Units will be the same amount to be received by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms Elandia for its Units (calculated as though all of the offer so accepted Series A Preferred Units held by Vestar or Elandia had been converted into Common Units). Without limiting the generality of the foregoing, and assuming the Remaining Members do not exercise their Right of First Refusal, the Remaining Members (i) will consent to, and raise no objections against, the Approved Sale, (ii) shall vote in favor of such Affiliate, as transaction and enter into all agreements deemed necessary by the case may be; including making Board to effectuate the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as act in all other respects requested by the case may be, agrees Board in order to make (except that, in effectuate the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may besame, and their respective Affiliates (including iii) will take all necessary and desirable actions in connection with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion consummation of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesApproved Sale.

Drag-Along Rights. So long as this Agreement shall remain in effect, if any (a) If the Xxxxxxxx Entity approves a Sale of Vestar and its Affiliates receives an offer from a the Business to unaffiliated Third Party or Third Parties, all Series A Members entitled to purchase consent thereto shall consent to and raise no objections against the Sale of the Business (such a transaction, a “Drag-Along Transaction”). If the Drag-Along Transaction is structured as (i) a merger, conversion, Unit exchange or consolidation of the Company, or a sale of all or any portion substantially all of the outstanding shares assets of Common Stock the Company, each Series A Member entitled to vote thereon shall vote in favor of the Drag-Along Transaction and shall waive any appraisal rights or similar rights in connection with such offer is accepted by Vestar merger, conversion, Unit exchange, consolidation or such Affiliateasset sale, as or (ii) a sale of all the case may beSeries A Units, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior Series A Member shall agree to the requested Transfer date by Vestar sell all of his or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party its Series A Units on the terms and conditions of such Drag-Along Transaction; provided, however, that the Drag-Along Transaction may only be structured as a sale of all the Series A Units if the Xxxxxxxx Entity holds a majority of the offer so accepted Series A Units outstanding immediately prior to such Drag-Along Transaction, or (iii) a sale of a majority of the Series A Units, each Series A Member shall agree to sell on the terms and conditions of such Drag-Along Transaction a portion of his or its Series A Units equal to the Pro Rata Portion of the Units to be Disposed of in such Drag-Along Transaction other than the Series A Units to be Disposed of by Vestar or the Xxxxxxxx Entity. The Series A Members shall promptly take all necessary and desirable actions requested by the Xxxxxxxx Entity in connection with the consummation of the Drag-Along Transaction, including the execution of such Affiliate, as the case may be; including making the same agreements and such instruments and other actions reasonably necessary to (A) provide customary representations, warranties, covenantsindemnities, indemnities and agreements escrow/holdback arrangements relating to such Drag-Along Transaction (subject to Sections 7.5(c)(iv) and 7.5(c)(v) below), in each case to the extent that Vestar each other Member is similarly obligated, and (B) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth in Section 7.5(c) below. Without limiting the foregoing, each holder of Series A Units and Series B Units entitled to proceeds from such Drag-Along Transaction shall be obligated to join on a several basis, in proportion of the proceeds received, in any indemnification or such Affiliate, as other obligations that the case may be, Xxxxxxxx Entity agrees to make provide or undertake in connection with such Sale of the Business (except thatother than any such obligations that relate specifically to a particular Member, in the case of such as indemnification with respect to representations and warranties pertaining specifically given by a Member regarding such Member’s title to Vestar or and ownership of Series A Units). The Series A Members shall be permitted to sell their Series A Units pursuant to any Drag-Along Transaction without complying with any other provisions of this Article 7. A Series A Member’s “Pro Rata Portion” shall be based upon such Affiliate, as Series A Member’s proportionate ownership of all Series A Units owned by the case may beSeries A Members other than the Xxxxxxxx Entity. (b) The obligations of the Series A Members pursuant to this Section 7.5 are subject to the satisfaction of the following conditions: (i) upon the consummation of the Drag-Along Transaction, each Series A Member shall receive such consideration from such Drag-Along Transaction as contemplated by Section 7.5(e); (ii) subject to Section 7.5(c), if any holder of a Series A Units is given an option as to the form and amount of consideration to be received, all Series A Members shall be given the same option; (iii) the Company shall bear the reasonable, documented costs incurred in connection with any Drag-Along Transaction (costs incurred by or on behalf of any Member for its sole benefit will not be considered costs of the transaction hereunder) unless otherwise agreed by the Company and the acquiror, in which case no Member shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-Along Transaction (excluding modest expenditures for postage, copies and the like) and no Member shall be obligated to pay any portion (or, if paid, shall be entitled to be reimbursed by the Company for that portion paid) that is more than its pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Drag-Along Transaction; (iv) no Series A Member shall be required to provide any representations, warranties or indemnities (other Stockholder shall make than pursuant to an escrow or holdback of consideration proportionate to the comparable representations and warranties pertaining specifically amount receivable under this Section 7.5) in connection with the Drag-Along Transaction, other than customary (including with respect to itself); provided that all qualifications) representations, warranties and indemnities concerning (A) each Series A Member’s valid ownership of the Series A Units, free and clear of all liens, claims and encumbrances (excluding those arising under this Agreement and applicable securities laws), (B) each Series A Member’s authority, power and right to enter into and consummate such Drag-Along Transaction without violating any other agreement to which such Member is a party or its assets are bound, and (C) each Series A Member’s execution and delivery of, and performance of its obligations under, the underlying transaction agreements are (will be) in compliance with applicable Laws; (v) no Series A Member shall be made by Stockholders severally and not jointly and that obligated in respect of any indemnity obligations in such Drag-Along Transaction for an aggregate amount in excess of the liability total consideration payable to such Series A Member in such Drag-Along Transaction; and (vi) if some or all of Stockholders (whether pursuant to a representationthe consideration received in connection with the Drag-Along Transaction is other than cash, warranty, covenant, indemnification provision or agreement) then such consideration shall be evidenced in writings executed by them and deemed to have a dollar value equal to the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms fair market value of such offer applicable to any Common Stock beneficially owned consideration as determined by such other Stockholder are no less favorable than the terms of such offer applicable Board in its reasonable judgment. (c) Notwithstanding anything to the Common Stock beneficially owned by Vestar or such Affiliatecontrary in this Section 7.5, as if the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration proposed to be paid to the Members in a Drag-Along Transaction includes securities with respect to which no registration statement covering the issuance of such Stockholder for such portion securities has been declared effective under the Securities Act, then each of the Option Members that is not then an Accredited Investor (without regard to Rule 501(a)(4)) may be required (notwithstanding Section 7.5(c)(ii)), at the request and election of the Members that are pursuing a Drag-Along Transaction, to (i) appoint a purchaser representative (as such term is defined in Rule 501 under the transferee pays for Securities Act) reasonably acceptable to such Members or (ii) accept cash in lieu of any securities such Member would otherwise receive in an amount equal to the shares fair market value of Common Stock such securities as determined in the manner set forth in Section 7.5(c)(v). (d) The Xxxxxxxx Entity shall have the right in connection with any such transaction (or in connection with the investigation or consideration of any such potential transaction) to be purchased require the Company to cooperate fully with potential acquirors in such prospective Drag-Along Transaction by taking all customary and other actions reasonably requested by the transfereeXxxxxxxx Entity or such potential acquirors, reduced including making the Company’s properties, books and records, and other assets reasonably available for inspection by such potential acquirors, establishing a data room including materials customarily made available to potential acquirors in connection with such processes and making its employees reasonably available for interviews and other diligence activities, in each case subject to reasonable and customary confidentiality provisions. In addition, the Xxxxxxxx Entity shall be entitled to take all steps reasonably necessary to carry out an auction of the Company, including selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the winning bidder and negotiating the requisite documentation. The Company and each Member shall provide assistance with respect to these actions as reasonably requested by the Xxxxxxxx Entity. (e) In connection with the occurrence of each Drag-Along Transaction, the aggregate option exercise price proceeds from such Drag-Along Transaction (other than the proceeds of a Prior Drag-Along Transferee) shall be allocated and then paid as set forth in this Section 7.5(e). First, and subject to the remaining provisions of this Section 7.5(e), the aggregate proceeds from such Drag-Along Transaction (other than the proceeds of a Prior Drag-Along Transferee) shall be allocated to the Series A Members and Series B Members as though such proceeds had been distributed by the Company pursuant to the rights and preferences set forth in Section 6.1 as in effect immediately prior to the consummation of such Drag-Along Transaction (and, for this purpose only, any Prior Drag-Along Transferees shall be disregarded and there shall be assumed that no such Prior Drag-Along Transferee exists). Then, the transferred portion aggregate proceeds that would be allocated to the Series A Members based on the immediately preceding sentence shall be further allocated to the Series A Members selling Series A Units in such Drag-Along Transaction, based on their pro rata participation in such Drag-Along Transaction based on Series A Units Disposed of. If a Member receives consideration from such Drag-Along Transaction in a manner other than as contemplated by this Section 7.5(e), then such Member shall take such action as is necessary so that such consideration shall be immediately reallocated among and distributed to the Members in accordance with this Section 7.5(e). After application of this Section 7.5(e) such that Series A Members as of the Options) until date hereof no portion of longer own any Series A Units that have not been subject to the Options held by such Stockholder is vested calculation set forth in this Section 7.5(e), all Series B Units shall automatically terminate and exercisable, and then any remaining Purchased Sharesno longer be in force or effect.

Drag-Along Rights. So long as this Agreement shall remain in effect(a) Prior to a Qualified IPO, if any GSCP Member proposes to (i) Transfer Units to any Person(s) other than to an Affiliate of Vestar any GSCP Member, or (ii) effect an Exit Event (any such Transfer or Exit Event referred to in (i) and its Affiliates receives an offer from (ii) above, a Third Party “Drag-Along Sale”, and the transferee with respect to purchase a Drag-Along Sale, the “Drag-Along Transferee”), then such GSCP Member may (subject to any Former McApple Shareholder’s Put Option in accordance with the McApple Contribution Agreement, if applicable, and subject to applicable law) require all or any portion other Members (the “Drag-Along Members”) to Transfer Units (as calculated below) as a part of such Drag-Along Sale to such Drag-Along Transferee at the same price per Unit to be paid to, and upon the same terms and conditions as, the GSCP Members, all of which shall be set forth in the Drag-Along Notice (as defined below). Each Drag-Along Member shall be required to Transfer that number of Units as shall, subject to Section 12.8(f), equal the product of (x) a fraction, the numerator of which is the number of Units proposed to be Transferred by the GSCP Members to the Drag-Along Transferee and the denominator of which is the aggregate number of Units owned as of the outstanding shares date of Common Stock the Drag-Along Notice by the GSCP Members and (y) the number of Units owned by such offer is accepted Drag-Along Member as of the date of the Drag-Along Notice. (b) The rights set forth in Section 12.8(a) shall be exercised by Vestar or such Affiliate, as giving written notice (the case may be, then “Drag-Along Notice”) to each other Stockholder hereby agrees that it will, if requested in writing not less than 15 Drag-Along Member (with a copy to the Company) at least fifteen (15) business days' ’ prior to the requested Transfer proposed closing date by Vestar or of such AffiliateDrag-Along Sale, Transfer a pro rata which notice shall identify the Drag-Along Transferee, the number of Securities beneficially owned Units proposed to be Transferred pursuant to the Drag-Along Sale, the purchase price therefor, the form of consideration and a summary of the other material terms and conditions of the proposed Drag-Along Sale and the proposed closing date thereof. (c) All Transfers of Units to the Drag-Along Transferee shall be consummated contemporaneously at the offices of the Company on the later of (i) the closing date for the Transfer by it the GSCP Members to the Drag-Along Transferee set forth in the Drag-Along Notice or (ii) the fifth day following the expiration or termination of all waiting periods under anti-trust or competition laws applicable to such Third Party Transfers, or at such other time and/or place as the GSCP Members and the Drag-Along Transferee may collectively agree. The delivery of certificates or other instruments evidencing such Units duly endorsed for Transfer, if applicable, shall be made on the terms such date against payment of the offer so accepted by Vestar or purchase price for such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, Units in the case form specified in the Drag-Along Notice. In connection with the consummation of a Transfer pursuant to this Section 12.8, such Drag-Along Member shall execute all documents containing such terms and conditions, including, without limitation, representations and warranties pertaining specifically with respect to Vestar (x) matters of title to such Drag-Along Member’s Units and (y) the due authorization (or capacity) and due and valid execution and delivery by such AffiliateDrag-Along Member of documentation in respect of such Transfer, as those executed by the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself)GSCP Members; provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders such Drag-Along Member in connection with his, her or its Transfer of Units pursuant to such Drag-Along Sale (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced limited to the gross proceeds received by such Member in writings executed connection with such Transfer. Each Member shall execute and deliver such other instruments and agreements as may be reasonably requested by them the Drag-Along Transferee or the GSCP Members. (d) If after the later of (i) one hundred eighty (180) days following delivery of the Drag-Along Notice and (ii) the fifth day following the expiration or termination of all waiting periods under anti-trust or competition laws applicable to such Transfers (or at such other time and/or place as the parties to such Transfers may collectively agree), the Transfers of Units pursuant to this Section 12.8 have not been consummated (except by reason of a breach by any Drag-Along Member), each Drag-Along Member shall be released from his, her or its obligations with respect to such proposed Transfers, the Drag-Along Offer and the transferee and Drag-Along Notice shall be borne null and void, and it shall be necessary for a separate Drag-Along Offer to be furnished, and the terms and provisions of this Section 12.8 separately complied with, in order to consummate a Drag-Along Sale. (e) Any Exit Event may be structured as an auction and may be initiated by the delivery to the Company and the Drag-Along Members of a written notice that the GSCP Members have elected to initiate an auction sale procedure. The GSCP Members shall be entitled to take all steps reasonably necessary to carry out an auction of the Company, including, without limitation, selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the winning bidder and negotiating the requisite documentation. The Company and each Drag-Along Member shall provide assistance with respect to these actions as reasonably requested by the GSCP Members. (f) In the event the GSCP Members sell less than 100% of their Common Units, the number of Units that the Drag-Along Members shall be required to transfer pursuant to Section 12.8(a) shall be based on the relative number of Common Units held by each of them unless the Board in its sole discretion determines that the Profits Units shall participate in the sale, in which case the principles applicable to any Exit Event pursuant to Section 12.8(g) shall apply to such sale. (g) In the event that an Exit Event is structured as a sale of Interests by the Members, rather than a sale of the Company’s assets with a subsequent distribution of proceeds by the Company, then the purchase agreement governing such Interest sale will have provisions therein which replicate, to the greatest extent possible, the economic result which would have been attained under Articles IX and XIII had the Exit Event been structured as a sale of the Company’s assets and a distribution of proceeds. (h) Any transaction costs, including transfer taxes and legal, accounting and investment banking fees incurred by the Company and the GSCP Members in connection with an Exit Event shall, unless the applicable purchaser refuses, be borne by the Company in the event of a merger, consolidation or sale of assets and shall otherwise be borne by the Members on a pro rata basis; and provided further that basis based on the terms of consideration received by each Member in such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesExit Event.

Drag-Along Rights. So long as this Agreement shall remain in effect, if any of Vestar and its Affiliates receives an offer from (a) A Drag-Along Transaction involving a bona fide arm’s length transaction with a Third Party counterparty or counterparties may be initiated by any member of the GPM Group at any time, without the consent of any other Partner, if the consideration received pursuant to purchase Section 6.4(c)(ii) in respect of each outstanding Class A Preferred Unit in connection with such Drag-Along Transaction is equal to at least the sum of (i) the Preferred Return of such Class A Preferred Unit as of the date that such Drag-Along Transaction is completed plus (ii) the Cumulative Class A Preferred Unit Arrearage, if any, with respect to such Class A Preferred Unit as of the date that such Drag-Along Transaction is completed plus (iii) the Current Distributions on such Class A Preferred Unit as of the date that such Drag-Along Transaction is completed (the “Drag-Along Condition”); provided that such requirement may be waived in whole or in part with the consent in writing of any member of the Class A Group. The Partner or Partners initiating a Drag-Along Transaction pursuant to this Section 6.4(a) are referred to as the “Initiating Partner(s).” (b) In connection with any Drag-Along Transaction properly initiated pursuant to Section 6.4(a), and subject to the terms and conditions set forth in this Section 6.4, the General Partner and all other holders of Partnership Interests entitled to consent thereto shall consent to and raise no objections against the consummation of the Drag-Along Transaction, and if the Drag-Along Transaction is structured as (i) a consolidation, merger or other business combination, or a sale or other disposition of all or any portion substantially all of the outstanding shares assets of Common Stock the Partnership, each holder of Partnership Interests entitled to vote thereon shall vote in favor of the Drag-Along Transaction and shall waive any appraisal rights or similar rights in connection with such offer is accepted by Vestar consolidation, merger, other business combination or such Affiliateasset sale, as or (ii) a sale of all or substantially all of the case may bePartnership Interests, then the General Partner and each other Stockholder hereby agrees holder of Partnership Interests shall agree to sell all of its Partnership Interests that it willare the subject of the Drag-Along Transaction, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms and conditions of such Drag-Along Transaction. The General Partner and all other holders of Partnership Interests shall promptly take all necessary and desirable actions in connection with the consummation of the offer so accepted Drag-Along Transaction reasonably requested by Vestar or the Initiating Partner(s), including the execution of such Affiliate, as the case may be; including making the same agreements and such other instruments and other actions reasonably necessary to (A) provide customary representations, warranties, covenantsindemnities, indemnities and agreements that Vestar escrow or holdback arrangements relating to such AffiliateDrag-Along Transaction (in each case, as the case may besubject to Sections 6.4(c)(iv), agrees to make (except that6.4(c)(v) and 6.4(c)(vi)), in each case to the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, extent that each other Stockholder holder of Partnership Interests is similarly obligated except as otherwise provided for herein, and (B) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth in Section 6.4(c). The holders of Partnership Interests shall make be permitted to sell their Partnership Interests pursuant to any Drag-Along Transaction without complying with any other provisions of this Article 6, other than Sections 6.1 and 6.10. GPM PETROLEUM LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (c) The obligations of the comparable representations holders of Partnership Interests pursuant to this Section 6.4 are subject to the following terms and warranties pertaining specifically conditions: (i) the consideration to itselfbe received in a Drag-Along Transaction shall consist solely of cash or Marketable Securities (including by way of transactions involving escrow arrangements, holdbacks, earn-out rights, lock-up agreements and other contractual arrangements which may entitle the holders of Partnership Interests to future amounts payable in cash or Marketable Securities); (ii) upon the consummation of the Drag-Along Transaction, the aggregate consideration from such Drag-Along Transaction shall be allocated in accordance with Section 11.2(d); provided that all the Initiating Partner(s) shall be entitled to allocate to the holders of Class A Preferred Units the consideration from such Drag-Along Transaction that would otherwise be allocated to the other Partner(s) in order cause the Drag-Along Condition to be satisfied with respect to such Drag-Along Transaction; (iii) the Partnership shall bear the reasonable, documented costs incurred in connection with any Drag-Along Transaction (costs incurred by or on behalf of any holder of Partnership Interests for its sole benefit will not be considered costs of the Drag-Along Transaction) unless otherwise agreed by the Partnership and the acquiror, in which case no holder of Partnership Interests shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-Along Transaction and no holder of Partnership Interests shall be obligated to pay any portion (or, if paid, shall be entitled to be reimbursed by the Partnership for that portion paid) that is more than its pro rata share (based upon the amount of consideration received by such holder in the Drag-Along Transaction) of reasonable, documented costs incurred in connection with a consummated Drag-Along Transaction; (iv) no holder of Partnership Interests shall be required to provide any representations, warranties or indemnities under any agreements entered into in connection with the Drag-Along Transaction, other than (A) with respect only to the holders of Class B Preferred Units, representations, warranties or indemnities relating to the business or condition of the Partnership and its Subsidiaries for which the sole recourse is to consideration in escrow or holdback or by way of offset against amounts potentially payable in the future pursuant to earn-out rights or similar contractual arrangements and (B) customary (including with respect to qualifications) several (and not joint) representations, warranties and indemnities shall concerning (1) such holder’s valid title to and ownership of the Partnership Interests, free and clear of all liens, claims and encumbrances (excluding those arising under applicable securities laws); (2) such holder’s authority, power and right to enter into and consummate the Drag-Along Transaction; (3) the absence GPM PETROLEUM LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of any violation, default or acceleration of any agreement to which such holder is subject or by which its assets are bound as a result of the Drag-Along Transaction; and (4) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by Stockholders severally such holder in connection with the Drag-Along Transaction (and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable then only to the Common Stock beneficially owned by Vestar or such Affiliateextent that each other holder of Partnership Interests provides similar representations, as the case may be, warranties and their respective Affiliates (including indemnities with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred Partnership Interests held by such holder of Partnership Interests); (v) no holder of Partnership Interests shall be obligated in respect of any indemnity obligations other Stockholder must than with respect to the customary representations, warranties and indemnities made on a several (and not joint) basis and referred to in Section 6.4(c)(iv) in such Drag-Along Transaction for an aggregate amount in excess of the total consideration payable to such holder of Partnership Interests in such Drag-Along Transaction; (vi) consideration placed in escrow or holdback shall be Vested Purchased Shares until allocated among holders of Partnership Interests such other Stockholder owns no more Vested Purchased Sharesthat in the event the applicable Third Party in the Drag-Along Transaction ultimately is entitled to some or all of such escrow or holdback amounts, then the Option Shares until net ultimate proceeds received by such holders shall still comply with the intent of Section 6.4(c)(ii) as if the ultimate resolution of such escrow or holdback had been known at the closing of the Drag-Along Transaction; and (vii) if some or all of the consideration received in connection with the Drag-Along Transaction is other Stockholder owns no more Option Sharesthan cash, then such consideration shall be deemed to have a dollar value equal to the portion Fair Market Value of such consideration; provided, however, that upon written request, the General Partner shall provide any Options then held by such other Stockholder that are then vested and exercisable holder of Partnership Interests all information reasonably related to its determination of Fair Market Value. (provided d) Notwithstanding anything to the contrary in this Section 6.4, if the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration proposed to be paid to the holders of Partnership Interests in a Drag-Along Transaction includes securities with respect to which no registration statement covering the issuance of such Stockholder for such portion securities has been declared effective under the Securities Act, then each of the Option as holders of Partnership Interests that is not then an Accredited Investor (without regard to Rule 501(a)(4)) may be required, at the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion request and election of the OptionsInitiating Partner(s), to (i) until no portion at the cost of the Options held Partnership, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such requesting holders or (ii) accept cash in lieu of any securities such non-Accredited Investor would otherwise receive in an amount equal to the Fair Market Value of such securities. (e) The Initiating Partner(s) shall have the right in connection with such a prospective transaction (or in connection with the investigation or consideration of any such prospective transaction) to require the General Partner and the Partnership to GPM PETROLEUM LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP cooperate fully with potential acquirors in such prospective transaction by taking all customary and other actions reasonably requested by such Stockholder is vested holders or such potential acquirors, including making the Partnership’s properties, books and exercisablerecords, and then any remaining Purchased Sharesother assets reasonably available for inspection by such potential acquirors, establishing a physical or electronic data room including materials customarily made available to potential acquirors in connection with such processes and making its officers and employees reasonably available for presentations, interviews and other diligence activities, in each case subject to reasonable and customary confidentiality provisions. In addition, the Initiating Partner(s) proposing a Drag-Along Transaction shall be entitled to take all steps reasonably necessary to carry out an auction of the Partnership, including selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the winning bidder and negotiating the requisite documentation. The General Partner and the Partnership shall provide assistance with respect to these actions as reasonably requested.

Drag-Along Rights. So long (i) If BSH proposes to make a bona fide Transfer of at least 85% of its Shares and Convertible Securities, in the aggregate (assuming conversation of all Convertible Securities for purposes of determining the percentage sold), to an Unaffiliated Third Party, BSH shall have the right (a "Drag-Along Right"), exercisable upon 10 days' prior written notice to Investors, to require each Investor to sell the same percentage of its Shares and Convertible Securities to the Unaffiliated Third Party on the same terms and conditions as BSH. Notwithstanding anything to the contrary, to the extent BSH exercises its Drag-Along Right pursuant to this Agreement Section 2(b), the provisions of Section 2(a) hereof shall remain in effectnot be applicable to the transaction that triggered such Drag-Along Right. For purposes of this Section 2(b), if any of Vestar "on the same terms and conditions as the BSH sale" and similar phrases shall take into account all consideration and economic rights received by BSH and its Affiliates receives an offer from in such transaction other than reimbursement of expenses and payment of fees for services actually rendered. (ii) BSH shall deliver a written notice to Investors setting forth the identity of, and the consideration per share to be paid by, the Unaffiliated Third Party to purchase all or any portion (the "Drag-Along Notice"). Not later than 15 days following the delivery of the outstanding shares Drag-Along Notice, Investors shall deliver to BSH certificates representing all of Common Stock the Shares and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Convertible Securities beneficially owned by it to be sold pursuant to this Section 2(b), accompanied by all necessary documents and instructions to effect such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities transfer. Investors shall be made by Stockholders severally required only to represent and warrant, on a several but not jointly joint basis, title to their respective Shares or Convertible Securities, due authorization, no conflicts, legal compliance and that the liability of Stockholders similar representations as to such Investor and its status (whether pursuant to a representation"Investor's Representations"), warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall not be borne by each of them on required to enter into any covenants or agreements other than (i) indemnities as to such Investor's Representations and other indemnities as to which the Unaffiliated Third Party's recourse is solely to a pro rata basisescrowed hold back of the purchase price determined by BSH; (ii) as to persons within such Investor who have access to confidential information concerning BSH or its Affiliates received from BSH or its subsidiaries to maintain the confidentiality thereof on terms deemed reasonable to BSH in light of the nature of the transaction; and provided further that (iii) the terms use of commercially reasonable efforts to take such offer applicable actions as are deemed necessary or appropriate by BSH to obtain regulatory consents or approvals required to consummate the transaction. (iii) If any Common Stock beneficially Investor should fail to deliver certificates representing all of the Shares and Convertible Securities owned by it to be sold pursuant to this Section 2(b), Investor shall cause the books and records of the Company to show that such other Stockholder Shares and Convertible Securities are no less favorable than bound by the terms provisions of this Section 2 and that such offer applicable Shares and Convertible Securities shall be transferred only to the Common Stock beneficially owned Unaffiliated Third Party upon surrender for transfer by Vestar the holder thereof. (iv) If, within 90 days after the delivery of the Drag-Along Notice, such sale to the Unaffiliated Third Party is not completed, BSH shall return to each Investor all certificates representing Shares and Convertible Securities that such Investor delivered for sale pursuant hereto. (v) Any sale by Chartwell Investments II, L.P. or such Affiliate, as its Affiliates of BSH membership interests that trigger drag along obligations for members of BSH under Section 6.2(b) of the case may be, and their respective Affiliates (including LLC Agreement shall trigger drag along obligations of Holders hereunder with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of their Common Stock Transferred by and Convertible Securities as if such other Stockholder must be Vested Purchased Shares until Holders were members of BSH and such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesor Convertible Securities were BSH membership interests.

Drag-Along Rights. So long Prior to a Qualified IPO, at any time that the Company Security Holders that collectively own Company Securities that represent at least a majority of the votes entitled to be cast by all Common Units and Preferred Units convertible into Common Units (calculated as this Agreement shall remain in effect, if a single class on an as-converted to Common Unit basis) (the “Dragging Members”) desire or propose that the Company enter into any of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion the transactions described in subsections (i) through (iii) of the outstanding shares definition of Common Stock “Deemed Liquidation Event” set forth in Section‌ 1.1 with any Person or Persons that are not affiliated with any such Dragging Members or the Company (an “Approved Sale”), the Dragging Members shall have the right (the “Drag-Along Right”), by providing notice of such Approved Sale to the Company, to require the Company and each Company Security Holder to comply with this Section 11 with respect to such offer Approved Sale. Each Company Security Holder, together with the Company, is accepted hereby obligated to consent to, and raise no objections against, such Approved Sale, and each Company Security Holder is hereby obligated to sell its Company Securities on the terms and subject to the conditions approved by Vestar such Dragging Members. In furtherance of the foregoing, each Company Security Holder acknowledges that no Member shall be entitled to dissenters’ or appraisal rights under any circumstances and Section 18-210 of the Act shall not apply. The Company shall provide each such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' Company Security Holder with written notice of any Approved Sale at least fifteen (15) Business Days prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, consummation thereof setting forth in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that reasonable detail the terms of such offer applicable Approved Sale, including the class and number of shares of Company Securities to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates be sold (including with respect to the amount and nature number of consideration and time of receipt thereofUnits Equivalents represented thereby); and provided further that , the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion identity of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share prospective Transferee(s), its applicable Per Unit Drag Price and form of consideration to be paid to such Stockholder for such portion in respect of the Option as the transferee pays for the shares of Common Stock Company Securities to be purchased Transferred by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by it in connection with such Stockholder is vested and exercisableApproved Sale, and then the date on which such Approved Sale is proposed to be consummated. The Company Security Holders shall not be required to comply with, and shall have no rights under, Section 9 and Section 12 in connection with any remaining Purchased SharesApproved Sale.

Drag-Along Rights. So long as this Agreement shall remain in effectIf (i) the Board, if any (ii) an Investor Majority and (iii) the holders of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion majority of the outstanding Common Stock (excluding shares of Common Stock issued upon conversion of Preferred Stock) held by the Voting Parties, each approve a Change of Control Transaction, each of the Voting Parties agrees (i) to vote all shares held by such Voting Party in favor of such Change of Control Transaction, and (ii) to sell or exchange all shares of Capital Stock then held by such offer Voting Party pursuant to the terms and conditions of such Change of Control Transaction, subject to the following conditions: (a) such Voting Party receives with respect to his, her or its Shares of a class or series of Capital Stock consideration per share that is accepted no less than every other Voting Party participating in the transaction with respect to his, her or its Shares of the same class or series of Capital Stock; (b) the proceeds payable to such Voting Party in connection with such transaction are equal to or greater than the proceeds required to be paid to such Voting Party pursuant to Article V(3)(a) of the Restated Certificate; (c) the maximum liability of such Voting Party in connection with such transaction is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by Vestar or any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to, and does not exceed the consideration payable to such Affiliate, as Voting Party in such transaction (other than in the case may be, then each other Stockholder hereby agrees that it will, if requested in writing of potential liability for such Voting Party for fraud or intentional misrepresentation for which liability need not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it be subject to such Third Party on limitation); (d) the terms ratio of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same Voting Party’s liability for breaches of representations, warranties, covenantscovenants or other obligations of the Company in connection with such Change of Control Transaction of the Company to the total consideration paid to such Voting Party in the Change of Control Transaction of the Company shall not exceed such ratio with respect to any other Voting Party; (e) if any holder of Capital Stock is given an option as to the form and amount of consideration to be received as a result of the Change of Control Transaction, indemnities such Voting Party shall have also been given such option; provided, that if the consideration to be paid in exchange for the Shares in such Change of Control Transaction includes any securities and agreements that Vestar due receipt thereof by any Voting Party would require under applicable law (x) the registration or qualification of such Affiliatesecurities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Voting Party of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended, the case Company may because to be paid to any such Voting Party in lieu thereof, agrees against surrender of the Shares which would have otherwise been sold by such Voting Party, an amount in cash equal to make the fair value (except that, as determined in good faith by the case Company) of representations and warranties pertaining specifically to Vestar or the securities which such Affiliate, Voting Party would otherwise receive as of the case may be, each other Stockholder shall make date of the comparable representations and warranties pertaining specifically to itself)issuance of such securities in exchange for the Shares; provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders and (whether pursuant to a representation, warranty, covenant, indemnification provision or agreementf) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer transaction applicable to any Common Stock beneficially owned by such other Stockholder Voting Party are materially no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such each other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for Voting Party holding the same per share consideration to be paid to class or series of Shares as such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesVoting Party.

Drag-Along Rights. So long Prior to a Qualified IPO, at any time that the Company Security Holders that collectively own Company Securities that represent at least a majority of the votes entitled to be cast by all Common Units and Preferred Units convertible into Common Units (calculated as this Agreement shall remain in effect, if a single class on an as-converted to Common Unit basis) (the “Dragging Members”) desire or propose that the Company enter into any of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion the transactions described in subsections (i) through (iii) of the outstanding shares definition of Common Stock “Deemed Liquidation Event” set forth in Section 1.1 with any Person or Persons that are not affiliated with any such Dragging Members or the Company (an “Approved Sale”), the Dragging Members shall have the right (the “Drag-Along Right”), by providing notice of such Approved Sale to the Company, to require the Company and each Company Security Holder to comply with this Section 11 with respect to such offer Approved Sale. Each Company Security Holder, together with the Company, is accepted hereby obligated to consent to, and raise no objections against, such Approved Sale, and each Company Security Holder is hereby obligated to sell its Company Securities on the terms and subject to the conditions approved by Vestar such Dragging Members. In furtherance of the foregoing, each Company Security Holder acknowledges that no Member shall be entitled to dissenters’ or appraisal rights under any circumstances and Section 18-210 of the Act shall not apply. The Company shall provide each such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' Company Security Holder with written notice of any Approved Sale at least fifteen (15) Business Days prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, consummation thereof setting forth in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that reasonable detail the terms of such offer applicable Approved Sale, including the class and number of shares of Company Securities to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates be sold (including with respect to the amount and nature number of consideration and time of receipt thereofUnits Equivalents represented thereby); and provided further that , the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion identity of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share prospective Transferee(s), its applicable Per Unit Drag Price and form of consideration to be paid to such Stockholder for such portion in respect of the Option as the transferee pays for the shares of Common Stock Company Securities to be purchased Transferred by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by it in connection with such Stockholder is vested and exercisableApproved Sale, and then the date on which such Approved Sale is proposed to be consummated. The Company Security Holders shall not be required to comply with, and shall have no rights under, Section 9 and Section 12 in connection with any remaining Purchased SharesApproved Sale.

Drag-Along Rights. So long as this Agreement Prior to a Qualified IPO, in the event that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall remain in effect, if any of Vestar and its Affiliates receives an offer from have the right to require each non-selling Holder to transfer a Third Party to purchase all or any portion of its Securities which represents the outstanding same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and such offer is accepted by Vestar or such Affiliateclear of all liens. Additionally, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except thatQualified IPO, in the case event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of representations and warranties pertaining specifically the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to Vestar or require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Affiliate, member of the MassMutual Group as the case may beSecurities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms for purposes of such offer applicable to calculation, any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion issuable upon exercise of any Options then options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such other Stockholder member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are then vested not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and exercisable (provided otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the case purchase price payable for Securities of a Transfer Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such portion sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the Options that the Company MassMutual Group shall have made acceptable arrangements with the transferee for the same per share be required to accept consideration pursuant to be paid an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such Stockholder sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such portion sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Option as Brazos Group and shall be in proportion to and in an amount no greater than the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held net consideration received by such Stockholder is vested and exercisableHolder in such sale (except for fraud, and then any remaining Purchased Sharesintentional misconduct or other customary exceptions).

Drag-Along Rights. So long as this Agreement shall remain If any member or members of the Xxxxx Group shall, individually or collectively, propose to Transfer at least 75% of all shares of Company Stock collectively owned by the Xxxxx Group at the time of the transaction in effect, if any of Vestar and its Affiliates receives an offer from question to a Third Party Party, then (in addition to purchase all or any portion the rights of the outstanding Management Stockholders, the Third Party Investors, and their respective Permitted Transferees to participate in such Transfer pursuant to Section 6.5(a) hereof) the members of the Xxxxx Group, may, at their option, require the Management Stockholders, the Third Party Investors, and their respective Permitted Transferees (collectively, the "Remaining Holders") to include in such Transfer to the Third Party such number of shares of Common Company Stock and such offer is accepted owned by Vestar or such Affiliateeach of them, as determined in accordance with this Section 6.5(b); provided that if the case may bemembers of the Xxxxx Group send the Drag-Along Notice referred to below, then Section 6.5(a) shall not apply to the Transfer. The members of the Xxxxx Group shall give written notice (the "Drag- Along Notice") of the exercise of their rights pursuant to this Section 6.5(b) to each of the Remaining Holders, setting forth the sales price consideration per share to be paid by the Third Party and the other Stockholder hereby agrees material terms and conditions of such transaction, including the number of shares to be included therein. The Drag-Along Notice shall state that it will, if requested the Remaining Holders shall be required to participate in writing the proposed Transfer of shares to the Third Party according to the terms and conditions of this Section 6.5(b) and for the same type of consideration and for an amount of consideration per share not less than 15 days' prior that offered to any member of the requested Transfer date Xxxxx Group by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such the Third Party and on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make conditions (except thatother than, in the case of representations members of the Xxxxx Group, any management, advisory or transaction fees payable to them or their affiliates) no less favorable to such Remaining Holders than the terms and warranties pertaining specifically conditions offered to Vestar or such Affiliate, as any member of the case may beXxxxx Group by the Third Party. Within 15 days following the receipt of the Drag-Along Notice, each of the Remaining Holders shall deliver to a representative of the Xxxxx Group designated in the Drag-Along Notice certificates representing all shares of Company Stock held by such Remaining Holder, duly endorsed, together with all other Stockholder documents required to be executed in connection with such transaction. In the event that any Remaining Holder should fail to deliver such certificates to the Xxxxx Group, the Company shall make cause the comparable representations books and warranties pertaining specifically records of the Company to itselfshow that such shares are bound by the provisions of this Section 6.5(b) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Company Stock equal to the product of (x) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Company Stock owned by such Remaining Holder, and the denominator of which shall be the total number of shares of Company Stock owned by the Xxxxx Group plus the total number of shares of Company Stock owned by all Remaining Holders in the aggregate. The maximum number of shares of Company Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 6.5(b) shall be the total number of shares of Company Stock then owned by such Remaining Holder. If, within 90 days after the members of the Xxxxx Group gave the Drag-Along Notice, they shall not have completed the Transfer of all the shares of Company Stock of the Xxxxx Group and the Remaining Holders in accordance with this Section 6.5(b), the Xxxxx Group shall return to each of the Remaining Holders all certificates representing shares of Company Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 6.5(b); provided that all representations, warranties and indemnities the Xxxxx Group shall be made permitted, but not obligated, to complete the sale by Stockholders severally and not jointly and that all non-defaulting Remaining Holders if one or more of the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisRemaining Holders default; and provided further that completion of the terms sale by the Xxxxx Group and/or such Remaining Holders shall not relieve a defaulting Remaining Holder of liability for its breach. The obligations of the Remaining Holders pursuant to this Section 6.5(b) are subject to the satisfaction of the following conditions: (i) if any Stockholder is given an option as to the form and amount of consideration to be received, all Stockholders will be given the same option; (ii) no Remaining Holder shall be required to make any out-of-pocket expenditure prior to the consummation of such offer applicable transaction (excluding expenditures for its own postage, copies, etc. and the fees and expenses of its own counsel and other advisors retained by it, which amounts shall be the sole responsibility of such Remaining Holder in any event (other than pursuant to any Common Stock beneficially owned Section 6.5(c) herein)), and no Remaining Holder shall be obligated to pay more than its or his pro rata share (based upon the consideration to be received in such transaction) of expenses (in comparison to the amount of expenses being borne by all other holders participating in a Transfer pursuant to this Section 6.5(b)) incurred by the Company or for the benefit of all Stockholders, provided that a Remaining Holder's liability for its or his pro rata share of such allocated expenses shall in no event exceed the total purchase price received by such Remaining Holder in such transaction; and (iii) in the event that (x) the Remaining Holders are required to provide any representations or warranties in connection with such transaction, each Remaining Holder shall only be required to represent and warrant as to its or his title to its or his Stock to be Transferred and such holder's authority, power, and right to enter into and consummate such transaction without violating any other Stockholder agreement or legal requirement and other matters relating to such holder, or (y) the Remaining Holders are no less favorable required to provide any indemnities in connection with such transaction (other than in respect of representations and warranties referenced to in the terms of such offer applicable preceding clause (x)), then each Remaining Holder shall only be required to provide the Common Stock beneficially owned by Vestar or such Affiliate, same indemnities as the case may beXxxxx Group and shall not be liable for more than his or its pro rata share (based upon the amount of consideration to be received in such transaction by all Remaining Holders and members of the Xxxxx Group) of any liability for indemnity and such liability shall not exceed the total purchase price received by such Remaining Holder in such transaction; provided that, and their respective Affiliates (including with respect to the amount foregoing representations or warranties in the preceding clause (x) given by the Remaining Holders, a Remaining Holder may be liable for any and nature all losses resulting from a breach of such representations or warranties and there shall be no cap by reason of this Agreement on the liability of the relevant Remaining Holder with respect to breaches of such representations or warranties. To the extent practicable, all Remaining Holders whose shares of Company Stock are to be Transferred in accordance with this Section 6.5(b) shall receive the consideration in respect of their shares substantially simultaneously with the receipt by the Xxxxx Group of the consideration in respect of the shares of Company Stock of the Xxxxx Group Transferred, except that all Management Stockholders whose shares of Company Stock are to be Transferred in accordance with this Section 6.5(b) shall receive the consideration in respect of their shares (except as may be agreed to between the Company and RLB on behalf of such Management Stockholders) simultaneously with the receipt by the Transferor of the consideration in respect of the shares of Company Stock of the Transferor. For purposes of this Section 6.5(b) only, all stock options held by each Remaining Holder which are fully exercisable at the time of receipt thereofthe Drag-Along Notice, or which would become exercisable by reason of the Transfer after giving effect to this Section 6.5(b), shall be treated as Company Stock (including, without limitation, for purposes of determining the extent to which a Remaining Holder is required to participate in a proposed Transfer pursuant to the third paragraph of this Section 6.5(b)); and provided further that each Remaining Holder in connection with the first shares exercise of Common Stock Transferred drag-along rights by the Xxxxx Group pursuant to this Section 6.5(b) shall immediately prior to such other Stockholder must be Vested Purchased Shares until proposed Transfer exercise any such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then stock options held by such other Stockholder that Remaining Holders, the shares of Company Stock in respect of which are then vested required to be Transferred pursuant to this Section 6.5(b), in accordance with the terms and exercisable (provided in subject to the case conditions of a Transfer the applicable stock option plan, prior to the consummation of any such portion Transfer pursuant to this Section 6.5(b); provided, further, that, to the extent practicable and to the extent doing so would not adversely affect the Company, any member of the Options that Xxxxx Group or the ability to consummate the Transfer, the Xxxxx Group and the Company shall have made acceptable arrangements with use their reasonable efforts to cause any such proposed Transfer to be structured so as to facilitate the transferee for delivery to any Remaining Holder holding stock options of the same difference between the per share consideration being paid in such Transfer and the exercise price in respect of each such stock options being Transferred pursuant to be paid to such Stockholder for such portion this Section 6.5(b) (in lieu of the Option as delivery of the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for in respect of such stock options to the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesCompany).

Drag-Along Rights. So long as this Agreement shall remain in effect, if any of Vestar and its Affiliates receives an offer from (a) If one or more Members holding no less than a Third Party to purchase all or any portion Majority of the outstanding shares Units (such Member or Members, the “Dragging Member”), proposes to consummate, in one transaction or a series of Common Stock related transactions, a Change of Control (a “Drag-along Sale”), the Dragging Member shall have the right, after delivering the Drag-along Notice in accordance with Section 10.6(c) and subject to compliance with Section 10.6(d), to require that each other Member (each, a “Drag-along Member”) participate in such offer sale in the manner set forth in Section 10.6(b). (b) Subject to compliance with Section 10.6(d): (1) If the Drag-along Sale is accepted structured as a sale resulting in a Majority of the Units being held by Vestar or such Affiliate, as the case may bea third party purchaser, then each Drag-along Member shall sell the number of Units equal to the product obtained by multiplying (i) the number Units held by such Drag-along Member by (ii) a fraction (x) the numerator of which is equal to the number of Units that the Dragging Member proposes to sell in the Drag-along Sale and (y) the denominator of which is equal to the number of Units held by the Dragging Member at such time; and (2) If the Drag-along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company or as a merger, consolidation, recapitalization, or reorganization of the Company or other Stockholder hereby agrees transaction requiring the consent or approval of the Members, then notwithstanding anything to the contrary in this Agreement, each Drag-along Member shall vote in favor of the transaction and otherwise consent to and raise no objection to such transaction, and shall take all actions to waive any dissenters’, appraisal or other similar rights that it willmay have in connection with such transaction. The distribution of the aggregate consideration of such transaction shall be made in accordance with Section 9.1(b) and Section 9.1(c). (c) The Dragging Member shall exercise its rights pursuant to this Section 10.6 by delivering a written notice (the “Drag-along Notice”) to the Company and each Drag-along Member no more than ten (10) days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Drag-along Sale and, if requested in writing not less than 15 days' any event, at least twenty (20) days prior to the requested Transfer closing date by Vestar of such Drag- along Sale. The Drag-along Notice shall make reference to the Dragging Members’ rights and obligations hereunder and shall describe in reasonable detail: (i) the name of the person or entity to whom such AffiliateUnits are proposed to be sold; (ii) the proposed date, Transfer a pro rata time and location of the closing of the sale; (iii) the number of Securities beneficially owned each class or series of Units to be sold by it the Dragging Member, the proposed amount of consideration for the Drag-along Sale and the other material terms and conditions of the Drag-along Sale, including a description of any non-cash consideration in sufficient detail to such Third Party on permit the valuation thereof and including, if available, the purchase price per Unit; and (iv) a copy of any form of agreement proposed to be executed in connection therewith. (d) The obligations of the Drag-along Members in respect of a Drag-along Sale under this Section 10.6 are subject to the satisfaction of the following conditions: (i) the consideration to be received by each Drag-along Member shall be the same form and amount of consideration to be received by the Dragging Member per Unit of each applicable class or series (the Distribution of which shall be made in accordance with Section 10.6(b)) and the terms and conditions of such sale shall, except as otherwise provided in Section 10.6(d)(iii), be the offer so accepted by Vestar same as those upon which the Dragging Member sells its Units; (ii) if the Dragging Member or such Affiliateany Drag-along Member is given an option as to the form and amount of consideration to be received, as the case may besame option shall be given to all Drag-along Members; including making and (iii) each Drag-along Member shall execute the applicable purchase agreement, if applicable, and make or provide the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may beDragging Member makes or provides in connection with the Drag-along Sale; provided, agrees that each Drag-along Member shall only be obligated to make (except that, in the case of individual representations and warranties pertaining specifically with respect to Vestar its title to and ownership of the applicable Units, authorization, execution and delivery of relevant documents, enforceability of such documents against the Drag-along Member, and other matters relating to such Drag-along Member, but not with respect to any of the foregoing with respect to any other Members or such Affiliatetheir Units and no Drag-along Member shall be obligated to agree to any non-competition or non- solicitation covenants; provided, as the case may befurther, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties warranties, covenants and indemnities shall be made by Stockholders the Dragging Member and each Drag-along Member severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, any indemnification provision or agreement) obligation shall be evidenced pro rata based on the consideration received by the Dragging Member and each Drag-along Member, in writings executed each case in an amount not to exceed the aggregate proceeds received by them the Dragging Member and each such Drag-along Member in connection with the Drag-along Sale. (e) Each Drag-along Member shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the transferee certificates being delivered by the Dragging Member, but subject to Section 10.6(d)(iii). (f) The fees and expenses of the Dragging Member incurred in connection with a Drag-along Sale and for the benefit of all Drag-along Members (it being understood that costs incurred by or on behalf of a Dragging Member for its sole benefit shall not be considered to be for the benefit of all Drag-along Members), to the extent not paid or reimbursed by the Company or the third party purchaser, shall be borne shared by each of them the Dragging Member and all the Drag-along Members on a pro rata basis, based on the consideration received by each such Member; and provided further provided, that no Drag-along Member shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-along Sale. (g) The Dragging Member shall have ninety (90) days following the date of the Drag-along Notice in which to consummate the Drag-along Sale, on the terms set forth in the Drag-along Notice (which 90-day period may be extended for a reasonable time not to exceed one-hundred and twenty (120) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority). If at the end of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than period the terms of such offer applicable to Dragging Member has not completed the Common Stock beneficially owned by Vestar or such AffiliateDrag-along Sale, as the case Dragging Member may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, not then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements exercise its rights under this Section 10.6 without again fully complying with the transferee for the same per share consideration to be paid to such Stockholder for such portion provisions of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesthis Section 10.6.

Drag-Along Rights. So long as this Agreement shall remain in effect(a) Subject to Section 8.06, if at any time the Majority Investors jointly in their capacities as Members (collectively, the “Drag-Along Seller”) propose to Transfer Units and/or any other Equity Securities in a transaction or series of Vestar transactions that qualifies as a Drag-Along Transaction, the Drag-Along Seller may at its option require each Member that is not the Drag-Along Seller (the “Other Members”), and its Affiliates receives an offer from each Other Member hereby agrees, if such Drag-Along Transaction is structured as a Third Party Transfer of Units and/or other Equity Securities (whether by sale of Units or other Equity Securities, merger, consolidation, reorganization or otherwise) to purchase all Transfer the Drag-Along Portion of Class A Units and Class B Units that are or any portion will become Vested Class B Units as a result of the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options Drag-Along Transaction then held by such other Stockholder Other Member on the same terms and conditions as are applicable to the Drag-Along Seller and the price per unit to be received by each Member will be determined as if the Company had been sold for the valuation implied by the price per Unit being paid in such Drag-Along Transaction (by extrapolating such valuation to a sale of all of the Units to the extent that such Drag-Along Transaction is not a sale of all of the Units) and the proceeds of such sale had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 5.02. All Other Members shall reasonably cooperate in, and shall take all actions requested by the Drag-Along Seller that are then vested reasonably necessary or desirable to consummate the Drag-Along Transaction, including (i) to the extent applicable, voting their respective Equity Securities (or executing and exercisable delivering any written consents in lieu thereof) in favor of the Drag-Along Transaction and all actions deemed reasonably necessary by the Drag-Along Seller in connection with the Drag-Along Transaction, (provided ii) subject to Section 8.06, entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller (except for FS, who shall in no event be required to be bound by any non-competition, non-solicitation or similar covenant or agreement), and (iii) if applicable, taking all actions necessary to cause the Board of Managers to approve the Drag-Along Transaction. (b) Each Management Member and FS hereby grants to the Drag-Along Seller a power of attorney to execute and deliver in the case name and on behalf of such Management Member all such agreements, instruments and other documentation (including any written consents of Members) as is required to Transfer the Units and any other Equity Securities held by such Management Member and FS to the Drag-Along Transferee. The limited power of attorney referenced in the preceding sentence shall only be exercised with respect to FS if the Board of Managers has determined that FS is in breach of its covenants under this Section 8.05 and written notice of such breach has been provided to FS. (c) The Drag-Along Seller shall provide written notice of such Drag-Along Transaction to the Other Members (a “Drag-Along Transaction Notice”) not later than twenty (20) days prior to the proposed Drag-Along Transaction. The Drag-Along Transaction Notice shall identify the Drag-Along Transferee, the consideration for which a Transfer of any such portion is proposed to be made (the “Drag-Along Transaction Price”) and all other material terms and conditions of the Options Drag-Along Transaction, including the form of the proposed agreement. Each Other Member shall be required to participate in the Drag-Along Transaction on the terms and conditions set forth in the Drag-Along Transaction Notice and to tender its Units and/or other Equity Securities. Not later than ten (10) days after receipt of the Drag-Along Transaction Notice (the “Drag-Along Transaction Notice Period”), each of the Other Members shall deliver to a representative of the Drag-Along Seller designated in the Drag-Along Transaction Notice wire transfer instructions for payment of the purchase price (to the extent applicable) for such Units and/or other Equity Securities of such Other Member and an agreement that the Board of Managers may cause the books and records of the Company to reflect that such Units and/or other Equity Securities are bound by the provisions of this Section 8.05(c) and that such Units and/or other Equity Securities shall be Transferred to the Drag-Along Transferee in connection with the consummation of the Drag-Along Transaction. (d) The Drag-Along Seller shall have made acceptable arrangements a period of one-hundred and eighty (180) days from the date of receipt of the Drag-Along Transaction Notice to consummate the Drag-Along Transaction on the terms and conditions set forth in such Drag-Along Transaction Notice; provided, that if such Drag-Along Transaction is subject to regulatory approval, such one-hundred eighty (180) day period shall be extended until the expiration of five (5) Business Days after all such approvals have been received, but in no event to later than two-hundred and forty (240) days after the date of receipt of the Drag-Along Transaction Notice (the “Drag-Along Transaction Period”). If the Drag-Along Transaction shall not have been consummated during the Drag-Along Transaction Period, the Drag-Along Seller shall promptly return any documents in the possession of the Drag-Along Seller executed by the Other Members in connection with the transferee for Drag-Along Transaction, and all the same per share restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Units and/or other Equity Securities owned by the Other Members shall again be in effect. (e) Concurrently with the consummation of the Drag-Along Transaction, the Drag-Along Seller (i) shall give notice thereof to the Other Members, (ii) shall remit or cause to be remitted to each of the Other Members that has complied with its obligations under this Section 8.05 and Section 8.06 the total consideration to be paid at the closing of the Drag-Along Transaction (the cash portion of which is to be paid by wire transfer of immediately available funds in accordance with such Other Member’s wire transfer instructions) for the Units and/or other Equity Securities Transferred by such Other Members pursuant hereto, and (iii) shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Other Members. (f) Notwithstanding anything to the contrary in this Section 8.05, but subject to its compliance herewith, there shall be no liability on the part of the Drag-Along Seller or any other Person to the Other Members if the Transfer of Units and/or other Equity Securities pursuant to this Section 8.05 is not consummated for whatever reason, regardless of whether the Drag-Along Seller has delivered a Drag-Along Transaction Notice. The decision to effect a Transfer of Units and/or other Equity Securities pursuant to this Section 8.05 by the Drag-Along Seller is in the sole and absolute discretion of the Drag-Along Seller. (g) Notwithstanding anything to the contrary herein, no Other Member may Transfer any of its Units or other Equity Securities (whether to a Permitted Transferee or otherwise, except in connection with the Drag-Along Transaction) during the period beginning on the date of receipt of the Drag-Along Transaction Notice and ending at such earlier time as the Drag-Along Transaction (x) is consummated, (y) is abandoned or terminated (with notice of such abandonment or termination having been provided by the Drag-Along Seller) or (z) fails to be consummated within the timeframe set forth in Section 8.05(d). (h) To the maximum extent provided by law, in connection with any Drag-Along Transaction, each Member hereby waives all claims, including any claims for breach of any duty arising out of or related to any Drag-Along Transaction, including claims relating to the fairness of the Drag-Along Transaction, the price paid for Units in such Drag-Along Transaction, the process or timing of such Drag-Along Transaction or any similar claims arising from the Drag-Along Transaction. For the avoidance of doubt, subject to the terms of this Section 8.05, the obligations of the Members pursuant to this Section 8.05 shall not in any way be limited or otherwise affected by the amount, nature, form or terms of the consideration to be paid in any Drag-Along Transaction, even if such Drag-Along Transaction results in no consideration being paid or payable to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesMember.

Drag-Along Rights. So long as this Agreement or the Stockholders Agreement shall remain in effecteffect and the Vestar Member (and its Affiliates) has more Allocated Shares allocated to it than the aggregate number of Allocated Shares allocated to the Xxxx Members or their Permitted Transferees, if the Vestar Member or any of Vestar and its Affiliates receives an offer from a Third Party to purchase all (whether pursuant to a sale of stock, a merger or any portion otherwise) all, but not less than all, of the outstanding shares Allocated Shares allocated to the Vestar Member and its Affiliates (other than shares, if any, not being purchased in order to preserve the availability of Common Stock recapitalization accounting treatment) and such offer is accepted by the Vestar Member or such Affiliate, as the case may be, then each Member other Stockholder than the Vestar Member hereby agrees that it will, if requested in writing not less than 15 days' prior by the Vestar Member, allow the LLC to Transfer all the requested Transfer date by Vestar or Allocated Shares allocated to such Affiliate, Transfer a pro rata number of Securities beneficially owned by it Member to such Third Party on the terms of the offer so accepted by the Vestar or such AffiliateMember, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that the Vestar or such Affiliate, as the case may be, Member agrees to make (except that, in the case of representations and warranties pertaining specifically to the Vestar or such Affiliate, as the case may beMember, each other Stockholder Member shall make the comparable representations and warranties pertaining specifically to itself); , and except that, in the case of covenants or agreements capable of performance only by certain Members, such covenants or agreements shall be made only by such certain Members, and provided that all representations, warranties warranties, covenants, agreements and indemnities made by the Members pertaining specifically to themselves shall be made by Stockholders each of them severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that each Member shall be severally (but not jointly) liable for breaches of representations, warranties, covenants and agreements of or (in the terms case of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable representations and warranties) pertaining to the Common Stock beneficially owned by Vestar LLC, or such AffiliateParent or its subsidiaries, as the case may be, and their respective Affiliates (including with respect for indemnification obligations arising out of or relating to any such breach or otherwise pertaining to the amount and nature LLC, the Parent or its subsidiaries, on a pro rata basis, such liability of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by each such other Stockholder must be Vested Purchased Shares until Member not to exceed such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such Member's pro rata portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion gross proceeds of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharessale.

Drag-Along Rights. So long as this Agreement shall remain in effectSubject to Section 5.2, if any the holders of Vestar and its Affiliates receives an offer from at least a Third Party to purchase all or any portion majority of the outstanding shares Class D Preferred Units, the holders of Common Stock at least a majority of the Class B-2 Preferred Units, the holders of at least a majority of the outstanding Class B-1 Preferred Units, the holders of at least a majority of the outstanding Class B Preferred Units, and holders of a majority of the outstanding Class A Units (each voting as a separate class) approve a transaction that would result in the acquisition of the LLC by another Person by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation, sale, assignment, transfer distribution or issuance of stock with respect to the LLC) and pursuant to such offer is accepted transaction the Members of the LLC immediately prior to such transaction will not hold, directly or indirectly, at least fifty percent (50%) of the voting power of the surviving or continuing entity (a “Drag-Along Transaction”), then, upon thirty (30) days written notice to the other Members of the LLC (the “Drag-Along Notice”), which notice shall include substantially all of the details of the proposed transaction, including the proposed time and place of closing and the consideration to be received by Vestar the Members in such transaction, each Member shall raise no objection to such Drag-Along Transaction and be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Affiliatethird party, all of its Interest in the same transaction at the closing thereof (and will deliver such Interest free and clear of all liens, claims, or encumbrances). The proceeds from such Drag-Along Transaction shall be distributed to the Members in proportion to their relative entitlement to distribution pursuant to Section 9.3. Notwithstanding the foregoing, a Member will not be required to comply with this Section 7.9 in connection with any proposed Drag- Along Transaction unless: (a) any representations and warranties to be made by such Member (in its capacity as a Member) in connection with the case may beDrag-Along Transaction are limited to representations and warranties related to authority, then each other Stockholder hereby agrees ownership and the ability to convey title to such Units, including but not limited to representations and warranties that it will(i) the Member holds all right, title and interest in and to the Units such Member purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Member in connection with the transaction have been duly authorized, if requested in writing not less than 15 days' prior applicable, (iii) the documents to be entered into by the Member have been duly executed by the Member and delivered to the requested Transfer date by Vestar acquirer and are enforceable against the Member in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Member’s obligations thereunder, will cause a breach or such Affiliate, Transfer a pro rata number violation of Securities beneficially owned by it to such Third Party on the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the offer so accepted Member shall not be liable for the inaccuracy of any representation or warranty made by Vestar or such Affiliateany other Person in connection with the Drag-Along Transaction, as other than the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make LLC (except that, in to the case extent that funds may be paid out of representations and warranties pertaining specifically an escrow established to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all cover breach of representations, warranties and indemnities shall be covenants of the LLC as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members); (c) the liability for indemnification, if any, of such Member in the Drag-Along Transaction and for the inaccuracy of any representations and warranties made by Stockholders severally the LLC or its Members in connection with such Drag- Along Transaction, is several and not jointly joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and that covenants of the LLC as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Member in connection with such Drag-Along Transaction; (d) liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreementif any) shall be evidenced limited to such Member’s applicable share (determined based on the respective proceeds payable to each Member in writings executed connection with such Drag-Along Transaction in accordance with this Agreement) of a negotiated aggregate indemnification amount that applies equally to all Members but that in no event exceeds the amount of consideration otherwise payable to such Member in connection with such Drag-Along Transaction, except with respect to claims related to fraud by them and such Member, the transferee and shall liability for which need not be borne by limited as to such Member; (e) upon the consummation of the Drag-Along Transaction, each holder of them on a pro rata basis; and provided further that each class or series of the terms LLC’s Units will receive the same form of consideration for their Units of such offer applicable class as is received by other holders in respect of their Units of such same class or series of Units; (f) such Member is not required to agree (unless such Member is an officer or employee of the LLC) to any Common Stock beneficially owned by such other Stockholder restrictive covenant in connection with the Drag-Along Transaction (including without limitation any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Drag- Along Transaction); and (g) subject to clause (e) above, requiring the same form of consideration to be available to the holders of any single class or series of Units, if any holders of any Units are no less favorable than given an option as to the terms form and amount of consideration to be received as a result of the Drag-Along Transaction, all holders of such offer Units will be given the same option; provided, however, that nothing in this Section 7.3(g) shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesLLC’s Members.

Drag-Along Rights. So long as this Agreement shall remain in effect, if any (i) If American Capital (or its Permitted Transferee) together with either Laminar or USRG (or their respective Permitted Transferees) (the “Drag Exercise Group”) (i) propose to sell 50% or more (the “Drag Along Percentage”) of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion of the outstanding shares Class A Units (other than those Class A Units held by Midwest or its Permitted Transferees) to a Purchaser Group, and (ii) have possession of Common Stock and such offer is accepted by Vestar or such Affiliate, as a Drag Along Offer from the case may bePurchaser Group, then each the Drag Exercise Group may, at their option, by written notice to the remaining Members accompanied by the Drag Along Offer, require the remaining Members to sell to the Purchaser Group all the Dragged Interests at the price specified in the Drag Along Offer (the “Drag Along Sale”). The delivery by the Drag Exercise Group of a Drag Along Offer will bind the other Stockholder hereby agrees that it will, if requested Members to sell the Dragged Interests. No Member will be obligated to make any out-of-pocket expenditure in writing not less than 15 days' respect of the Drag Along Sale prior to the requested Transfer date consummation of the Drag Along Sale (excluding modest expenditures for such Member’s own postage, copies, etc.). Each Member shall be obligated to pay such Member’s pro rata share of the expenses incurred by Vestar the Members (as determined based upon the consideration to be received by the Member in the Drag Along Sale as compared to the aggregate consideration to be received by all Members in such Drag Along Sale), including the Drag Exercise Group, in connection with the Drag Along Sale to the extent such costs are incurred for the benefit of all of the Members and are not otherwise paid by the Company or the Purchaser Group. (ii) Notwithstanding anything to the contrary herein, in the event that the consideration to be received in the Drag Along Sale for the Dragged Interest of a Class B Member (after payment of such AffiliateMember’s proportionate share of expenses related thereto) is not equal to or greater than such Class B Member’s Undistributed Investment Amount multiplied by the Drag Along Percentage, Transfer such Class B Member shall not have the obligation to sell its Units pursuant to this Section 9.5(b). (iii) Costs incurred for the benefit of all Members shall include, but not be limited to, the reasonable fees and expenses of one counsel for such Members as a group, which counsel shall be selected by the Drag Exercise Group. No Member shall be obligated to pay more than such Member’s pro rata share (excluding modest expenditures for such Member’s own postage, copies, etc.) of reasonable expenses incurred in connection with the Drag Along Sale to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Company or the Purchaser Group, it being understood that costs incurred by or on behalf of a Member for such Member’s sole benefit will not be considered costs of the transaction hereunder, and provided that a Member’s liability for its pro rata share of such allocated expenses shall be limited to the total purchase price received in cash by that Member for that Member’s Units. (iv) Each Member shall be obligated to join on a pro rata number of Securities beneficially owned and several (but not joint) basis (based upon the consideration to be received by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, Member in the case of representations and warranties pertaining Drag Along Sale as compared to the aggregate consideration to be received by all Members in such Drag Along Sale) in any indemnification or other obligations that the Controlling Members agree to provide in connection with such Drag Along Sale (other than any such obligations that relate specifically to Vestar or a holder of such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itselfUnits); provided that all representations, warranties and indemnities no Member shall be made by Stockholders severally and not jointly and that obligated to indemnify or hold harmless the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including transferees with respect to an amount in excess of the net cash proceeds and an amount and nature of consideration and equal to the fair market value (determined at the time of receipt thereof); and provided further that such Drag Along Sale) of the first shares of Common Stock Transferred non-cash proceeds received by such Member in respect of such Drag Along Sale. (v) The date on which the Drag Along Sale is to close and the other Stockholder closing arrangements will be consummated (which must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then same as those for the portion of any Options then held by such other Stockholder that are then vested purchase and exercisable (provided sale between the Purchaser Group and the Drag Exercise Group) will be as specified in the case of a Transfer of any such portion of Drag Along Offer. Except as specifically provided for above, the Options that Drag Along Offer will contain only terms and conditions which are identical to those pursuant to which the Drag Exercise Group propose to sell their interests in the Company shall have made acceptable arrangements with to the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesPurchaser Group.

Drag-Along Rights. So long as this Agreement shall remain in effect, if any (a) If the West Member or one of Vestar and its Affiliates (“Dragging Member”) receives an and accepts a bona fide offer from a an unaffiliated third party (“Third Party Party”) to purchase all or any portion of the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may beUnits (“Third Party Offer”), then each of the other Stockholder Members hereby agrees that it willthat, if requested in writing not less than 15 days' prior to by the requested Transfer date by Vestar or such AffiliateDragging Member, Transfer a pro rata number of Securities beneficially owned by it will sell to such Third Party on at the same price per Unit (provided that for this purpose, a Class A Unit and Class B Unit shall together constitute one Unit) and upon substantially the same terms and conditions (including form of consideration) as the Dragging Member all of the offer so accepted Units held by Vestar such other Members. (b) If the Dragging Member elects to exercise the rights set out in Section 5.6(a), the Dragging Member will give notice (“Drag Along Notice”) to each of the other Members setting forth the name of the Third Party, the amount and form of consideration, and the other material terms and conditions of the Third Party Offer. The Drag Along Notice will be delivered at least ten (10) Business Days in advance of the closing of the transactions contemplated by a Third Party Offer. The Members will be required (i) to make or such Affiliateagree to the same covenants, indemnities (with respect to all matters other than the Dragging Members’ or other Members’ ownership of Units) and agreements as the case may be; including making the same representations, warranties, Dragging Member so long as such covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be are made by Stockholders severally and not jointly and that the liability liabilities thereunder (other than with respect to the ownership of Stockholders (whether pursuant to a representationeach Members’ Units being sold, warranty, covenant, indemnification provision or agreement) which shall be evidenced in writings executed by them and the transferee and shall be several obligations) are borne by each of them on a pro rata basisbasis based on the number of Units sold by each Member in such transaction (provided that for this purpose, a Class A Unit and Class B Unit shall together constitute one Unit); and provided further except that the terms Members (other than the Dragging Member) shall not be required to agree (unless such Member is an officer or employee within the Company Accounting Group) to any restrictive covenant in connection with the proposed sale (including, without limitation, any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the proposed sale) or any release of claims other than a release in customary form of claims arising solely in such Member’s capacity as a Member of the Company, and, (ii) to take all necessary action, including, without limitation, to the extent applicable, expressly waiving any dissenter’s rights or rights of appraisal or similar rights, surrendering certificates, cooperating in obtaining any applicable governmental authorization(s) and otherwise as reasonably required to assist the Dragging Member in the consummation of such offer Third Party Offer. (c) Notwithstanding anything in this Agreement to the contrary, upon receipt of a Drag Along Notice, to the extent of any right of the Members under applicable law to vote their Units in respect of a Third Party Offer set out in a Drag Along Notice, each Member shall be obligated to vote such Member’s Units, if applicable, in favor of such Third Party Offer at any Common Stock beneficially owned meeting of holders of Units to vote on or approve such Third Party Offer (or any written consent solicited for such purpose). (d) If a Member is required to sell Units in accordance with this Section 5.6, such Member shall use commercially reasonable efforts to secure any governmental authorization required to be obtained by such Member or its Affiliates and shall provide all information which may reasonably be required or requested from such Member in connection therewith, to comply as soon as reasonably practicable with all applicable laws and to take all such other Stockholder actions and to execute such additional documents as are no less favorable than reasonably necessary or appropriate in order to consummate the terms Third Party Offer. (e) Upon the purchase of Class A Units pursuant to this Section 5.6, each such offer applicable purchased Class A Unit shall automatically be converted into and become a Common Unit. Upon the purchase of Class B Units pursuant to this Section 5.6, each such purchased Class B Unit shall automatically be cancelled. (f) This Section 5.6 shall terminate immediately prior to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case consummation of a Transfer of any such portion of the Options that the Company Qualified IPO and thereafter shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesfurther force or effect.

Drag-Along Rights. So long as this Agreement shall remain in effect, if any of Vestar and its Affiliates receives an offer from a Third Party to purchase all (a) If one or any portion of the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing more Current Members who hold collectively not less than 15 sixty-three percent (63%) or more of the Membership Units of the Company propose to sell all of their Membership Units (other than to an Affiliate) (a "SIGNIFICANT DRAG SALE"), the selling Members shall have the right to require each Holder to transfer all but not less than all of such Holder's Warrant Units (including those previously issued and those issuable upon exercise of the Warrant) to the same purchaser or purchasers and at the same price and on the same terms as those offered to the selling Members, provided, however, that no Holder shall be required to make any representations or warranties in connection with such transfer other than representations and warranties as to (i) such Holder's ownership of the Warrant Units to be transferred free and clear of all liens, claims and encumbrances, (ii) such Holder's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as the transferee may reasonably require. (b) The Company, on behalf of the selling Members, shall give each Holder at least thirty (30) days' prior written notice of any Significant Drag Sale as to which the requested Transfer date by Vestar selling Members intend to exercise their rights under Section 5. If the selling Members elect to exercise their rights under Section 5, each Holder shall take such actions as may be reasonably required and otherwise cooperate in good faith with the selling Members in connection with consummating the Significant Drag Sale (including, without limitation, the voting of any Warrant Units or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms Membership Units of the offer so accepted by Vestar or Company to approve such Affiliate, as Significant Drag Sale). At the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or closing of such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may beSignificant Drag Sale, each other Stockholder Holder shall make the comparable representations and warranties pertaining specifically deliver certificates for all Warrant Units to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned sold by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such AffiliateHolder, as the case may beduly endorsed for transfer, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion against payment of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased Sharesappropriate purchase price.

Drag-Along Rights. So long as this Agreement shall remain in effect(a) Following the Restricted Period, except for any Permitted Transfer and any proposed Transfer governed by Section 5.04, if any Drag-Along Member Group desires to make a Transfer of Vestar all of the Membership Interests held in the aggregate by such Drag-Along Member Group to any third party (collectively, a “Drag-Along Transferee”) in a bona fide, arm’s length transaction or series of related transactions, such Drag-Along Member Group shall have the right (a “Drag-Along Right”), upon the terms and subject to the conditions of this Section 5.02, to require the other Members to Transfer all of the Units held by such other Members to such Drag-Along Transferee; provided, however, that, if desirable to the Drag-Along Member Group exercising Drag-Along Rights, in lieu of a Transfer of Units, the Drag-Along Rights may be exercised to cause the sale of all or substantially all of the assets of the Company. Subject to Section 5.02(b), each Member shall Transfer all of the Units it is required to Transfer in connection with the valid exercise of Drag-Along Rights by a Drag-Along Member Group on the same terms and conditions applicable to, and for the same type and per Unit amount of consideration (which shall be specified, together with other material terms and conditions, in the Drag-Along Notice (as defined below)) payable to, each member of the Drag-Along Member Group (a “Drag-Along Sale”). (b) In connection with a Drag-Along Sale, each Member subject thereto shall execute such documents, and make such customary representations, warranties (but only to the extent such representations and warranties relate to such Member’s ownership of Units and its Affiliates receives an offer from a Third Party authority to purchase all or any portion of the outstanding shares of Common Stock execute such documents), covenants and such offer is accepted by Vestar or such Affiliateindemnities, as are (and when) executed and made by the case may beapplicable Drag-Along Member Group; provided that (i) any such indemnification or similar obligations shall be apportioned pro rata among the Members participating in the Drag-Along Sale based on the net proceeds received by them, then other than with respect to representations made individually by a Member (e.g., representations as to title or authority or representations qualified by the individual knowledge of such Member) and (ii) no such Member shall be required to furnish or agree to any covenant not to compete. In connection with a Drag-Along Sale, each Member subject thereto shall also (i) consent to and raise no objections against the Drag-Along Sale or the process pursuant to which the Drag-Along Sale was arranged, (ii) waive any dissenter’s rights and other Stockholder hereby agrees that it willsimilar rights, if any, (iii) take all actions reasonably required or desirable or requested in writing not less than 15 days' prior by the Drag-Along Member Group to the requested Transfer date by Vestar or consummate such AffiliateDrag-Along Sale, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on (iv) comply with the terms of the offer so accepted documentation relating to such Drag-Along Sale and (v) use commercially reasonable efforts to cause any Representative designated by Vestar or such AffiliateMember to facilitate and take, as and cause the case may be; including making Company to facilitate and take, the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, actions described in the case foregoing clauses (i) through (iv). (c) The rights set forth in this Section 5.02 shall be exercised by the Drag-Along Member Group giving written notice (the “Drag-Along Notice”) to the other Members, at least thirty (30) days prior to the date of representations the consummation of the proposed Drag-Along Sale. Each Drag-Along Notice shall set forth: (i) the number of Units to be Transferred by each Member subject to the Drag-Along Sale and warranties pertaining specifically the per Unit purchase price and form of consideration that the Drag-Along Transferee has offered to Vestar pay therefor, (ii) the name and address of the Drag-Along Transferee and (iii) all other material terms and conditions of such proposed Transfer, including the expected closing date. Pending consummation of the Drag-Along Sale, the Drag-Along Member Group shall promptly notify each other Member of any changes in the proposed timing for the Drag-Along Sale and any other material developments in connection therewith. (d) Each Member shall be obligated to pay his or such Affiliateits pro rata share (based on the Member’s Ownership Percentage) of the expenses incurred by the Members in connection with the Drag-Along Sale for the benefit of all Members, as it being understood that costs incurred by or on behalf of a Member for its or his sole benefit will not be considered costs of the case may beDrag-Along Sale. (e) At the closing of any Drag-Along Sale, each Member subject thereto shall (i) deliver its Units, free and clear of all Encumbrances (other Stockholder shall make than restrictions imposed by the comparable representations governing documents of the Company and warranties pertaining specifically to itselfsecurities laws); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned Drag-Along Transferee against payment to such Member of the consideration therefor by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided Drag-Along Transferee specified in the case of a Transfer of any Drag-Along Notice and (ii) execute and deliver, if necessary, such portion of documents in accordance with this Section 5.02 as are necessary or appropriate to consummate and make effective the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchased by the transferee, reduced by the aggregate option exercise price for the transferred portion of the Options) until no portion of the Options held by such Stockholder is vested and exercisable, and then any remaining Purchased SharesDrag-Along Sale.