Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. Solely with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Shares.

Drag-Along Rights. Solely (a) Prior to a Qualified IPO, at any time that the Stockholders holding a Requisite Majority (the “Dragging Stockholders”) approve a sale of the Company to a bona fide third party (including pursuant to a sale of stock, merger or other business combination) (an “Approved Sale”), each Company Security Holder, together with respect the Company, is 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 Initial Option Sharesconditions approved by such Dragging Stockholders. The Company shall provide all Company Security Holders with written notice of any Approved Sale at least fifteen (15) Business Days prior to the consummation thereof setting forth in reasonable detail the terms of such Approved Sale, so long as this Appendix A shall remain in effect including the class and Blackstone beneficially owns not less than one-fourth number of shares of Company Securities to be sold (including the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares number of Common Stock then owned Equivalents represented thereby), the identity of the prospective Transferee(s), the purchase price per share and form of consideration to be paid in respect of each Company Security to be transferred in connection with such Approved Sale, and 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, Sections 4, 6, and 8 in connection with any Approved Sale. (b) Each Company Security Holder required to sell Company Securities pursuant to an Approved Sale (each, a “Drag-Along Seller”) shall cooperate in consummating such Approved Sale, including by Blackstone becoming a party to the sales, merger, or other agreement pursuant to which it is proposed such Approved Sale will be consummated and such offer is accepted by Blackstoneall other appropriate related agreements, thendelivering, at the request consummation of Blackstonesuch sale, stock certificates (if any) and other instruments for such securities duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the Shareholder agrees that he will Transfer extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the Applicable Number (as defined below) execution and delivery of any other appropriate agreements, certificates, instruments, and other documents. In addition, each Drag-Along Seller shall, if and to the Initial Option Shares to such Third Party upon extent requested by the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to BlackstoneDragging Stockholders, provided that the Shareholder must agree to make be severally responsible for its proportionate share, based on the percentage of Company Securities (calculated based on the consideration paid per share of Common Stock to the Third Party the same representationseach Drag-Along Seller) transferred in such Approved Sale, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) third-party expenses incurred on behalf and for the aggregate number benefit of shares owned by Blackstone to be included all Drag-Along Sellers in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior connection with such Approved Sale, to the contemplated Transfer extent not paid by the Company or any other Person, and (ii) the total number monetary obligations and liabilities applicable to all Drag-Along Sellers in connection with such Approved Sale (for the avoidance of Initial Option Shares.doubt, the foregoing shall not include monetary obligations or liabilities incurred by a Drag-Along Seller individually, if such obligations and liabilities are not being incurred by or on behalf of all Drag-Along Sellers). Such monetary obligations and liabilities (x) shall include (to the extent such obligations are incurred): monetary obligations and liabilities for indemnification (including for (A) breaches of representations and warranties made with respect to such Drag-Along Seller’s ownership of Company Securities (but not, for the avoidance of doubt, breaches of representations and warranties made with respect to the Company, other than as contemplated by clause (y) below),

Drag-Along Rights. Solely with respect to (a) If, at any time, (i) the Initial Option SharesBoard, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one(ii) the Majority-fourth in-Interest of the Common Stock owned by Blackstone on Unit Holders and (iii) the date hereofholders of a majority in voting power of the outstanding Common Units (including the Common Units issued or issuable upon conversion of Preferred Units) (the Members described in clauses (ii) and (iii), if Blackstone receivesthe “Selling Investors”), approve in writing a privately negotiated transaction, Sale of the Company to an offer from a person other than the Shareholder or any of his affiliates (a "Independent Third Party") to purchase 50% or more , the Board shall notify the Members and Economic Owners in writing of such proposed Sale of the shares of Common Stock then owned Company. Upon request by Blackstone the Selling Investors, each Member and such offer is accepted by Blackstone, then, at Economic Owner and the request of Blackstone, Company will consent to and raise no objections to the Shareholder agrees that he will Transfer the Applicable Number (as defined below) proposed Sale of the Initial Option Shares Company, and will take all other actions reasonably necessary or desirable to cause the consummation of such Third Party upon Sale of the Company, and if such Sale of the Company is structured as (i) a merger or consolidation of the Company or a Company Asset Sale, each Member shall, and hereby does, waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger, consolidation or sale, or (ii) a sale of Units, each Member shall, and hereby does, agree to sell their Units on the terms and conditions of the offer Sale of the Company. All Members shall bear their pro rata share (including without limitation based upon proceeds received in respect of their Units) of the transaction costs in the Sale of the Company to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Company or the acquiring party. Costs incurred by Members on their own behalf shall not be considered costs of the transaction. The obligations of the Members and Economic Owners pursuant to this Section 8.4(a) with respect to a Sale of the Company are subject to the following conditions: (x) the consideration payable upon consummation of such Sale of the Company to all of the Members and Economic Owners shall be allocated among the Members and Economic Owners as set forth in Section 4.7, (y) upon the consummation of the Sale of the Company, all of the Members and Economic Owners shall receive the same form of consideration per Unit of the same class or other equity interest and (z) with respect to the Blockers, such Sale of the Company shall satisfy Section 8.4(d). (b) 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 any such indemnification, escrow, holdback and adjustment obligations undertaken by any Member (A) shall be in proportion to such Member’s Units in the Company determined on the basis of such Member’s Fully Diluted Ownership Percentage as of the time of payment such Sale of the Company, and form (B) shall not exceed the total amount of consideration) applicable consideration received by such Member in connection with such Sale of the Company. No Member shall have to Blackstone, make any representations or warranties with respect to the Company or any of its Subsidiaries in such Sale of the Company; provided that each Member shall provide customary representations and warranties in its capacity as a Member of the Shareholder must Company (on a several and not joint basis), including with respect to such Member’s title to and ownership of the Units held by such Member. Finally, no Class D Preferred Unit Holders, Class C Preferred Unit Holder, Class B Preferred Unit Holder or Class A Preferred Unit Holder (or holder of Common Units issued upon conversion of Preferred Units) shall be obligated to agree to make any non-compete or other restrictive covenant in connection with any such Sale of the Company. (c) To the extent that a Member or Economic Owner does not take any actions when requested by the Board pursuant to Section 8.4(a), each such Member or Economic Owner hereby constitutes and appoints the Third Party the same representations, warranties, covenants, indemnities Board as such Member’s or Economic Owner’s true and agreements that Blackstone agrees lawful attorney-in-fact and authorizes such attorney-in-fact to make execute on behalf of such Member or Economic Owner any and all documents and instruments which such attorney-in-fact deems necessary and appropriate in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability Sale of the Shareholder Company. The foregoing power of attorney is irrevocable and Blackstone is coupled with an interest. (whether pursuant to a representationd) At the request of the Oak Blocker, warrantythe Kinnevik Blocker and/or the Town Hall Ventures Blocker, covenant, indemnification provision or agreement) for liabilities in respect any Sale of the Company shall be evidenced structured in writings executed by them and a manner that ensures that all of the Third Party and Blocker Equities of such Blocker shall be borne sold or transferred to a proposed purchaser in lieu of a sale of the Units owned by each such Blocker, or in conjunction with any merger, consolidation, reorganization or similar transaction. For the avoidance of them on doubt, and subject to Section 4.7, any such sale of Blocker Equities of a pro rata basis. The "Applicable Number" Blocker shall mean a number (rounded up to the nearest whole number) be for consideration of an aggregate price equal to the product amount such Blocker would have received had it sold its Units directly to the proposed purchaser. Any cash balance (net of (iaccrued liabilities) held by such Blocker at the quotient determined time of the Sale of the Company shall be distributed by dividing (A) such Blocker to the aggregate number owner of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number Blocker Equities of shares owned by Blackstone such Blocker immediately prior to the contemplated Transfer and effectiveness of such Sale of the Company. (iie) This Section 8.4 shall terminate upon the total number consummation of an Initial Option SharesPublic Offering.

Drag-Along Rights. Solely with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth If(a) a majority of the Common Stock owned members of the Company’s Board of Directors and (b) the Requisite Investors approve a sale of Company or all or substantially all of Company’s assets, whether by Blackstone on the date hereofmeans of a merger, if Blackstone receivesconsolidation, in a privately negotiated transaction, an offer from a person other than the Shareholder sale of stock or any of his affiliates assets or otherwise (a "Third Party") to purchase 50% or more “Sale of the shares Company”), all Investors and Holders shall consent to and vote their Shares in favor of Common Stock then owned by Blackstone the Sale of the Company, and if the Sale of the Company is structured as (i) a merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, each Investor and Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such offer is accepted by Blackstonemerger, thenconsolidation or asset sale, at or (ii) a sale of the request stock of Blackstonethe Company, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Investors and Holders shall agree to sell their Shares to such Third Party upon on the terms and conditions approved by (x) a majority of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability members of the Shareholder Company’s Board of Directors and Blackstone (whether pursuant to a representationy) the Requisite Investors; provided, warrantyhowever, covenantthat, indemnification provision or agreement(A) for liabilities in respect all proceeds from such Sale of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up payable to the nearest whole number) equal holders of the Company’s Stock in accordance with the Certificate of Incorporation, including, without limitation, Article 4B, Paragraph 3 thereof, which entitles the holders of Convertible Preferred Stock to a liquidation preference payment and other rights set forth therein, except that, at the product discretion of (i) the quotient determined by dividing (A) the aggregate number Company’s Board of Directors, holders of shares owned by Blackstone of Common Stock that are unvested on the date that the Sale of the Company is consummated may receive, in lieu of proceeds from the Sale of the Company and in exchange for their unvested shares of Common Stock, unvested securities or options to be included in acquire securities of the contemplated Transfer by entity surviving the Sale of the Company on an equitable basis, (B) except as set forth in the aggregate number preceding clause (A), the terms of such Sale of the Company applicable to holders of shares owned by Blackstone immediately prior of each series of Convertible Preferred Stock, in their capacities as holders thereof, shall be no less favorable than the terms applicable to the contemplated Transfer holders of all other series of Convertible Preferred Stock in their capacities as holders thereof and (iiC) if the total number Requisite Investors are given the option to choose the form of Initial Option Sharesconsideration to be received in such Sale of the Company on its Stock, the obligations of a Holder or other Investor to approve the Sale of the Company under this Section 6 shall be conditioned upon it having received the same option. Each Holder and Investor hereby irrevocably constitutes and appoints the Company and any representative or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Holder or Investor and in the name of such Holder or Investor or in its own name, for the purpose of carrying out the terms of this Section 6, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 6. Such Holder and Investor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

Drag-Along Rights. Solely (a) If, at any time following the date hereof Xxxxxx shall enter into an agreement to sell, in a single transaction or a series of transactions, all the Common Stock at that time owned by Xxxxxx to any Independent Third Party (the “Buyer”), or the Company enters into an agreement with respect to, a Sale of the Company, then Xxxxxx may require each holder of Shares to vote in favor of such agreement and/or sell all of the Shares owned by such holder to the Initial Option SharesBuyer contemporaneously with the sale by Xxxxxx for the same form and amount of consideration per share as is applicable to the Common Stock to be sold by Xxxxxx; provided that no additional consideration shall be provided to Xxxxxx other than those amounts pursuant to the Management Agreement. Without limitation as to the foregoing, so long the holders of Shares shall consent to and raise no objections against such transaction. If such transaction is structured as this Appendix A a merger or consolidation, each such holder shall remain waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation to the fullest extent permitted by law. (b) If Xxxxxx wishes to exercise the right granted pursuant to Section 5(a), then Xxxxxx must give written notice to such effect and Blackstone beneficially owns to the Investor Stockholders (a “Drag-Along Notice”) not less than one-fourth of the Common Stock owned by Blackstone on 20 nor more than 60 days prior to the date hereof, if Blackstone receives, upon which the applicable transaction is scheduled to close. Each Drag-Along Notice shall (i) specify in a privately negotiated transaction, an offer from a person other than the Shareholder or any reasonable detail all of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer upon which such transaction is to occur (including without limitation time a description of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make all consideration payable in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreementtransaction) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) make explicit reference to this Section 5 and state that each of the holders of Shares is obligated to vote in favor of and/or sell its, his or her Shares pursuant to such transaction. Xxxxxx and the Company shall provide to each holder of Shares copies of all material documentation relating to the proposed sale as such holder may from time to time reasonably request. (c) If Xxxxxx exercises the right granted pursuant to Section 5(a), subject to compliance with the other applicable terms of this Agreement, each holder of Shares shall promptly take such actions and shall promptly execute such documents and instruments as shall be necessary and desirable to consummate the proposed transaction. (d) If applicable, at the closing of any such transaction, each holder of Shares shall deliver a certificate or certificates, registered in such holder’s name, properly endorsed and with all required transfer stamps, if any, representing the Shares being sold by such holder against delivery of the applicable consideration from the Buyer. (e) Each holder of Shares will bear its, his or her pro rata share (based upon the number of shares sold) of the reasonable costs of any sale of Shares or other transaction pursuant to this Section 5 to the extent that such costs are incurred for the benefit of substantially all of the Company’s stockholders and are not otherwise paid by the Company or the acquiring party. No Investor Stockholder shall be obligated to pay more than his or its pro rata amount of such costs (based on the proportion of the aggregate transaction consideration received). Costs incurred by the Investor Stockholders and the other holders of Shares (if any) on their own behalf will not be considered costs of the transaction under this Agreement. (f) In the event that the Investor Stockholders are required to provide any representations, warranties or indemnities in connection with a Sale of the Company (other than representations, warranties and indemnities on a several basis concerning each Investor Stockholder’s valid ownership of his or its Shares, free of all liens and encumbrances, enforceability and each Investor Stockholder’s authority, power, and right to enter into and consummate agreements relating to such Sale of the Company without violating applicable law or any other agreement), then each Investor Stockholder shall not be liable for more than his or its pro rata amount (based on the proportion of the aggregate transaction consideration received) of any liability for misrepresentation or indemnity (except in respect of such several representations and warranties) and, in any case, such liability shall not exceed the total number purchase price received by such Investor Stockholder (net of Initial Option broker fees) from such purchaser for his or its Shares (including the exercise price thereof), and, to the extent that an indemnification escrow has been established, such liability shall be satisfied solely out of any funds escrowed for such purpose prior to recourse against such Investor Stockholder. (g) If any Stockholder is given an option as to the form and amount of consideration to be received with respect to Shares, all holders of Shares of such class will be given the same option. (h) The provisions of this Section 5 will terminate upon the completion of a Qualified Public Offering.

Drag-Along Rights. Solely with respect (a) If at any time Heico or JOHCM proposes to the Initial Option Shares, so long as this Appendix A shall remain sell Company Common Stock to a Third Party in effect a single transaction or a series of related transactions and Blackstone beneficially owns not less than one-fourth such Company Common Stock constitute at least 50% of the total Company Common Stock owned by Blackstone on Heico or JOHCM as of the date hereofof this Agreement, if Blackstone receivesas set forth on Exhibit A, in a privately negotiated transactionthe Transferor may, an offer from a person other than the Shareholder or any of his affiliates by giving written notice (a "Third PartyDrag-Along Notice") to purchase 50% or more the other Stockholders at least fifteen (15) days prior to the proposed closing date of such sale, which notice shall set out the identity of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon purchaser and the consideration and other material terms and conditions of such sale, require each such Stockholder to sell the offer same percentage of its Company Common Stock as the percentage of the Company Common Stock that the Transferor is proposing to sell is of the total Company Common Stock owned by Transferor, at the same time for the same consideration per share and otherwise on the same terms (including without limitation covenants, representations, warranties and indemnities) and conditions. (b) If at any time the Company, with the approval of payment the Board, proposes to merge with an unaffiliated entity or enter into an arrangement having an effect substantially similar to the effect of a transaction described in Section 2.2(a), each Stockholder shall vote all the Company Common Stock held by it in favor of such merger or arrangement and form of considerationshall not exercise any dissenter's or appraisal rights with respect thereto. (c) applicable to BlackstoneNotwithstanding the foregoing, provided that unless the Shareholder must agree to make sale to the Third Party purchaser proposed by the same representationsTransferor receives approval by the majority of the outstanding shares of Company Common Stock, warranties, covenants, indemnities a Stockholder shall only be required to sell Company Common Stock pursuant to Section 2.2(a) or vote Shares in favor of a transaction pursuant to Section 2.2(b) if the consideration payable to the Stockholders in such sale or transaction is to be payable in cash. (d) The representations and agreements warranties to be given in favor of the Third Party purchaser by each Stockholder required to sell all or any part of its Company Common Stock pursuant to this Section 2.2 (excluding representations and warranties that Blackstone agrees relate solely to make such Stockholder or the securities to be sold by it) shall be given on the basis of the best knowledge and belief of the Stockholder and the liability of each such Stockholder in connection with respect of any representations and warranties to be given in favor of the proposed Transfer; Third Party purchaser (excluding representations and provided further, warranties that relate solely to such Stockholder or the securities to be sold by it) shall be several and limited to the percentage of the total liability for any breach or inaccuracy of or other consequences of such representations and warranties equal to the percentage that the shares of Company Common Stock sold by it represents of the total number of shares of Company Common Stock being sold to the Third Party purchaser by all parties and the total liability of such Stockholder for all representations and warranties shall be made given by the Shareholder and Blackstone severally and not jointly and that the liability it in favor of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and purchaser shall be borne limited to not more than the stated amount of the consideration received by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to it for the nearest whole number) equal to the product of (i) the quotient determined Company Common Stock sold by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharesit.

Drag-Along Rights. Solely (a) At any time, any member of the Warburg Group may propose a Drag-Along Transaction with respect a Person or group of Persons who are not members of the Warburg Group, Affiliates of any member of the Warburg Group, or Affiliates of the Company and if such proposed Drag-Along Transaction has been approved in writing by the Majority Holders (any such approved Drag-Along Transaction, an “Approved Sale”), then all Stockholders shall consent to the Initial Option SharesApproved Sale, so long and if the Approved Sale is structured as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth (I) a merger, share exchange or consolidation of the Common Stock owned by Blackstone on the date hereofCompany, if Blackstone receives, in or a privately negotiated transaction, an offer from a person other than the Shareholder sale of all or any of his affiliates (a "Third Party") to purchase 50% or more substantially all of the assets of the Company, each Stockholder entitled to vote thereon shall vote in favor of the Approved Sale and shall waive any dissenters rights, appraisal rights or similar rights in connection with such Table of Contents merger, consolidation or asset sale or (II) a sale of all the Capital Stock, the Stockholders shall agree to sell all of their shares of Common Capital Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at which are the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) subject of the Initial Option Shares to such Third Party upon Approved Sale, on the terms and conditions of such Approved Sale. The Stockholders shall promptly take all necessary and desirable actions in connection with the offer (consummation of the Approved Sale, including without limitation time using their reasonable best efforts to obtain the consent of payment and form Board of consideration) applicable to Blackstone, provided that Directors of the Shareholder must agree to make Company to the Third Party Approved Sale and the same execution of such agreements and such instruments and other actions reasonably necessary to (1) provide customary representations, warranties, covenantsindemnities, indemnities and agreements escrow arrangements relating to such Approved Sale (subject to Section 3.7(c)(v)) and (2) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth in Section 3.7(c). Notwithstanding anything to the contrary contained in this Agreement, the Stockholders shall be permitted to sell their shares of Capital Stock pursuant to an Approved Sale without complying with any other provisions of Article III of this Agreement. (b) Upon initiation of an Approved Sale pursuant to Section 3.7(a), each member of the Warburg Group shall represent and warrant, severally and not jointly, to the other Stockholders that Blackstone agrees no additional consideration has been or is to be paid or provided by such prospective purchaser to any member of the Warburg Group or its Affiliates, pursuant to such Approved Sale, and that the Approved Sale is not made as part of any other transaction pursuant to which any member of the Warburg Group or its Affiliates will receive any additional consideration other than based upon such member of the Warburg Group’s or its Affiliates’ ownership of Capital Stock. The foregoing provision shall not be deemed to prohibit a Drag Along Transaction to any Person merely because such Person has, is currently having or intends to have a business relationship with one or more Stockholders. (c) The obligations of the Stockholders pursuant to this Section 3.7 are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, each Stockholder shall receive the same proportion of the aggregate consideration from such Approved Sale 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 the Certificate of Incorporation of the Company as in effect immediately prior to such Approved Sale (giving effect to applicable orders of priority), and if a Stockholder receives consideration from such Approved Sale in a manner other than as contemplated by such rights and preferences or in excess of the amount to which such Stockholder is entitled in accordance with such rights and preferences, then such Stockholders shall take such action as is necessary so that such consideration shall be immediately reallocated among and distributed to the Stockholders in accordance with such rights and preferences; (ii) if any Stockholders of a class are given an option as to the form and amount of consideration to be received, all Stockholders will be given the same option; (iii) (A) all holders of options, warrants or similar rights to acquire Capital Stock (“Stock Equivalents”) that are then currently exercisable will be given an opportunity to exercise such rights prior to the consummation of the Approved Sale (but Table of Contents only to the extent such Stock Equivalents are then vested or would be vested on an accelerated basis pursuant to the terms of their issuance) and participate in such sale as Stockholders, (B) all options issued under stock options plans of the Company that are then vested or would be vested on an accelerated basis pursuant to the terms of their issuance, but have not been exercised prior to the consummation of the Approved Sale, will be cancelled and the holders thereof will be entitled to receive in consideration therefor, at the election of the Company in the form of cash or securities that are distributed to Stockholders pursuant to this Section 3.7, with a value (as determined pursuant to Section 3.7(c)(vi)) in an amount equal to the aggregate value of the Common Stock acquirable upon exercise of such options (with the value of such Common Stock being the value attributed to Common Stock pursuant to Section 3.7(c)(i) above) less the aggregate proceeds that would be payable by the option holders upon the exercise of all such options (without regard to any net exercise or cashless exercise basis), and (C) all options issued under stock option plans of the Company that are not then vested and would not be vested on an accelerated basis on the terms of their issuance will be cancelled without consideration; (iv) no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Approved Sale (excluding modest expenditures for postage, copies, and the like) and no Stockholder 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 Approved Sale, to the extent such costs are incurred for the benefit of all Stockholders, and are not otherwise paid by the Company or the acquiring party (costs incurred by or on behalf of a Stockholder for its sole benefit will not be considered costs of the transaction hereunder), provided that a Stockholder’s liability for such expenses shall be capped at the total purchase price received by such Stockholder for its Capital Stock; (v) no Stockholder shall be required to provide any representations, warranties or indemnities (other than pursuant to an escrow of consideration proportionate to the amount receivable under this Section 3.7) in connection with the proposed TransferApproved Sale, other than those required to be made pursuant to Section 3.7(b) to other Stockholders and those representations, warranties and indemnities concerning each Stockholder’s valid ownership of shares of Capital Stock, free of all liens and encumbrances (excluding those arising under applicable securities Laws), and each Stockholder’s authority, power, and right to enter into and consummate such purchase or merger agreement without violating any other agreement to which such Stockholder is a party or its assets are bound; and and (vi) if some or all of the consideration received in connection with the Approved Sale is other than cash, then such consideration shall be deemed to have a dollar value equal to the fair market value of such consideration as determined by the unanimous resolution of all directors of the Board of Directors of the Company; provided furtherthat if the Board of Directors of the Company does not or is unable to make such a determination of fair market value, that all representations and warranties such determination of fair market value shall be made by the Shareholder and Blackstone severally and not jointly and that the liability an investment banking firm of recognized national standing selected by a majority of the Shareholder directors of the Board of Directors of the Company, and Blackstone such firm shall be engaged Table of Contents and paid by the Company. The determination of fair market value of such investment banking firm (whether pursuant or, if such investment bank determines a range of fair market values, the mid-point of such range) shall be final and binding on all parties. (d) If the Company and any of the Stockholders or their representatives, enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a representationmerger, warrantyconsolidation or other reorganization), covenanteach Stockholder who is not an “accredited investor” (as such term is defined in Rule 501 under the Securities Act (without regard to Rule 501(a)(iv)) will, indemnification provision at the request and election of the Investor Stockholders which are pursuing an Approved Sale, either (i) appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such Stockholders or agreement(ii) for liabilities agree to accept cash in respect lieu of any securities such Stockholder would otherwise receive in an amount equal to the fair market value of such securities as determined in the manner set forth in Section 3.7(c)(vi) (e) The Persons initiating an Approved Sale shall have the right to require the Company to cooperate fully with potential acquirors of the Company shall be evidenced in writings executed a prospective Drag Along Transaction by them taking all customary and other actions reasonably requested by such Persons or such potential acquirors, including without limitation, making the Third Party Company’s properties, books and shall be borne records, and other assets reasonably available for inspection by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer such potential acquirors and (ii) the total number of Initial Option Sharesmaking its employees reasonably available for interviews.

Drag-Along Rights. Solely with respect If a SAIF Shareholder wishes to the Initial Option Shares, so long as this Appendix A shall remain in effect accept an offer for that SAIF Shareholder to sell some or all of its Equity Shares or ADSs to one or more Third Party Purchasers and Blackstone beneficially owns not less than one-fourth to include some or all of the Common Stock owned Equity Shares of the other Shareholders in such sale and the consent to such a sale is given by Blackstone on the date hereofholders of a three fourths majority of the aggregate of the Equity Shares held by the SAIF Shareholders and the VentureTech Shareholders, if Blackstone receives, in then the SAIF Shareholder may send a privately negotiated transaction, an offer from a person other than written notice (the Shareholder or any of his affiliates (a "Third PartyDRAG-ALONG NOTICE") to purchase 50% or more SCS and VentureTech (the "DRAG-ALONG SELLERS") specifying (i) the name of the shares Third Party Purchasers, (ii) the consideration payable per Equity Share (which shall be the same for all Shareholders), (iii) the number of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Equity Shares to such Third Party upon Purchasers wish to purchase, (iv) a summary of the material terms of such purchase and the other material terms of such purchase applicable to the Drag-Along Sellers, such material terms to be the same as the equivalent terms applicable to the Drag-Along Seller ("DRAG-ALONG SHARES") and (iv) a certificate signed by the SAIF Shareholder and the proposed Third Party Purchasers addressed to the Drag-Along Sellers stating that such consideration has been negotiated on an arms length basis and no other consideration for Equity Shares is payable by the Third Party Purchasers to the SAIF Shareholder; and (v) a letter from an independent internationally recognised investment bank retained by the SAIF Shareholder confirming that the consideration payable per Equity Share is fair and reasonable. Upon receipt of a Drag-Along Notice, each Drag-Along Seller shall be obligated to (i) sell such a number of its Equity Shares determined by (x) dividing the number of its Equity Shares by the aggregate of all Equity Shares held by the Drag-Along Shareholders and the SAIF Shareholder, and (y) multiplying that fraction by the Drag-Along Shares; free of any Encumbrance, in the transaction contemplated by the Drag-Along Notice on the same terms and conditions as the SAIF Shareholder (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action to cause the consummation of such transaction, including voting its Equity Shares in favor of such transaction and not exercising any approval or voting rights in connection therewith in a manner contrary to the completion of the offer transaction. Each Drag-Along Seller (i) further agrees to take all actions (including without limitation time of payment and form of considerationexecuting documents) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with consummation of the proposed Transfer; transaction as may reasonably be requested of it by SAIF and provided further(ii) hereby appoints the SAIF Shareholder, that all representations and warranties shall be made by as its attorney-in-fact to do the Shareholder and Blackstone severally and not jointly and that same on its behalf. Subject to the liability execution of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of reasonable confidentiality agreement between the Company shall be evidenced in writings executed by them and the Third Party Purchaser(s) the Company and the Selling Shareholders shall facilitate all reasonable due diligence by the Third Party Purchaser(s) and their advisors in relation to such acquisition PROVIDED THAT such due diligence by a Competitor shall be borne by each subject to such additional restrictions as the Board may reasonably impose to protect the confidential information of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesCompany from any misuse.

Drag-Along Rights. Solely (a) lf (a) a majority of the members of the Company’s Board of Directors and (b) the Requisite Investors approve a sale of the Company or all or substantially all of the Company’s assets, whether by means of a merger, consolidation, sale of stock, sale of assets or otherwise (collectively, a “Sale of the Company”), all Holders shall consent to and vote their Shares in favor of the Sale of the Company, and if the Sale of the Company is structured as (i) a merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, each Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with respect such merger, consolidation or asset sale, or (ii) a sale of the stock of the Company, the Holders shall agree to sell their Shares on the terms and conditions approved by (x) a majority of the members of the Company’s Board of Directors and (y) the Requisite Investors; provided, however, that, (A) all proceeds from such Sale of the Company shall be payable to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth holders of the Common Company’s capital stock in accordance with the Certificate of Incorporation, including, without limitation, Article 4B, Paragraph 3 thereof, which entitles the holders of Convertible Preferred Stock owned by Blackstone on to a liquidation preference payment and other rights set forth therein, except that, at the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more discretion of the Company’s Board of Directors, holders of shares of Common Stock then owned by Blackstone that are unvested on the date that the Sale of the Company is consummated may receive, in lieu of proceeds from the Sale of the Company and such offer is accepted by Blackstonein exchange for their unvested shares of Common Stock, thenunvested securities or options to acquire securities of the entity surviving the Sale of the Company on an equitable basis, at (B) except as set forth in the request of Blackstonepreceding clause (A), the Shareholder agrees that he will Transfer the Applicable Number (as defined below) terms of such Sale of the Initial Option Shares Company applicable to holders of shares of each series of Convertible Preferred Stock, in their capacities as holders thereof, shall be no less favorable than the terms applicable to the holders of all other series of Convertible Preferred Stock in their capacities as holders thereof and (C) if the Requisite Investors are given the option to choose the form of consideration to be received in such Third Party Sale of the Company on its Stock, the obligations of a Holder to approve the Sale of the Company under this Section 7 shall be conditioned upon such Holder having received the same option. Subject to the terms and conditions of Section 7(b), each Holder hereby irrevocably constitutes and appoints the offer Company and any representative or agent thereof with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Holder and in the name of such Holder or in its own name, for the purpose of carrying out the terms of this Section 7, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 7. Such Holder hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. (including without limitation time b) Notwithstanding the foregoing, a Holder will not be required to comply with Section 7(a) above (and the power of payment attorney as described in Section 7(a) shall not be effective or enforceable) in connection with any proposed Sale of the Company (the “Proposed Sale”) unless: (i) the Company or any successor to, or assignee of, the Company complies with the provisions set forth in Section 8; (ii) any representations and form of consideration) applicable warranties to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make be made by such Holder in connection with the proposed Transfer; and provided further, that all Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that (w) the Holder holds all right, title and interest in and to the Shares such Holder purports to hold, free and clear of all liens and encumbrances, (x) the obligations of the Holder in connection with the transaction have been duly authorized, if applicable, (y) the documents to be entered into by the Holder have been duly executed by the Holder and delivered to the acquirer and are enforceable against the Holder in accordance with their respective terms and (z) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (iii) the Holder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (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 any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (iv) the liability for indemnification, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Shareholder and Blackstone severally Company in connection with such Proposed Sale, is several and not jointly joint with any other Person (except to the extent that finds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to the amount of consideration paid to such Holder in connection with such Proposed Sale (in accordance with the provisions of the Certificate of Incorporation); (v) liability shall be limited to such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Proposed Sale in accordance with the provisions of the Certificate of Incorporation) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Proposed Sale, except with respect to claims related to fraud, the liability for which need not be limited as to such Holder; and (vi) upon the consummation of the Shareholder and Blackstone Proposed Sale, (whether pursuant to a representation, warranty, covenant, indemnification provision w) each holder of each class or agreement) series of the Company’s stock will receive the same form of consideration for liabilities their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (x) each holder of a series of Convertible Preferred Stock will receive the same amount of consideration per share of such series of Convertible Preferred Stock as is received by other holders in respect of their shares of such same series, (y) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (z) unless the Requisite Investors elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Convertible Preferred Stock and Common Stock shall be evidenced in writings executed by them allocated among the holders of Convertible Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Convertible Preferred Stock and the Third Party and shall be borne by each holders of them on Common Stock are entitled in a pro rata basis. The "Applicable Number" shall mean Liquidation Event (assuming for this purpose that the Proposed Sale is a number (rounded up to Liquidation Event) in accordance with the nearest whole number) equal to the product Company’s Certificate of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included Incorporation in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone effect immediately prior to the contemplated Transfer Proposed Sale. (c) Subject to Section 7(b)(vi) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and (ii) amount of consideration to be received as a result of the total number Proposed Sale, all holders of Initial Option Sharessuch capital stock will be given the same option.

Drag-Along Rights. Solely (a) If, following the date of this Agreement, (i) any person or entity other than a New Investor or any affiliate of a New Investor offers a Company Sale; (ii) the Requisite Holders have voted or agreed to vote in favor of such a Company Sale; (iii) the Company shall have received a fairness opinion from an internationally recognized investment bank with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth fairness of the consideration to be paid in such Company Sale and (iv) the Company provides written notice of such proposed Company Sale and a copy of the fairness opinion to each Stockholder, then each Stockholder and their affiliates shall be obligated to (a) vote all of their Shares in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (b) sell, transfer or exchange all of their capital stock in the Company in connection with such transaction on the same terms as those consented to by the consenting holders, (c) waive any appraisal or dissenters’ rights, and (d) execute and deliver such instruments related to the conveyance and transfer and take such other action, including executing any voting agreement, purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents (including providing representations and warranties and proportional indemnities), as may be reasonably required by the Requisite Holders in order to carry out the terms and provision of this Section 7.1. If a Stockholder fails to or refuses to vote or sell such Stockholder’s Voting Shares as required by, or votes such Stockholder’s Voting Shares in contravention of this Section 7.1, then such Stockholder hereby grants to the Requisite Holders an irrevocable proxy, coupled with an interest, to vote such Voting Shares in accordance with this Section 7.1, and hereby appoints the individual then serving as the Secretary of the Company or such other person as designated by the Requisite Holders from time to time, with full power of substitution, such Stockholder’s attorney in fact, to sell such Voting Shares in accordance with the terms of this Section 7.1. At the closing of such transaction, each of the Stockholders shall deliver, against receipt of the consideration payable in such transaction, certificates representing the capital stock of the Company which such Stockholder holds of record or beneficially, with all endorsements necessary for transfer. In the event that any Stockholder fails or refuses to comply with the provisions of this Section 7.1, the Company, the other Stockholders and the purchaser(s) in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to any such Stockholder, the rights of any such Stockholder with respect to the Voting Shares of such Stockholder shall cease. (b) Notwithstanding the foregoing, a Stockholder will not be required to comply with Section 7.1(a) above in connection with any proposed Company Sale unless: i. liability shall be limited to such Stockholder's applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Company Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Company Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; and ii. the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock owned by Blackstone shall be allocated among the holders of Preferred Stock and Common Stock on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more basis of the shares relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make are entitled in connection accordance with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability Company’s Certificate of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities Incorporation in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone effect immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesCompany Sale.

Drag-Along Rights. Solely with respect to (a) If the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth Operating Committee approves a sale of the Common Stock owned Company or substantially all of its assets to a Third Party (an "Approved Sale"), whether by Blackstone on way of merger, consolidation, sale of interests or assets, or otherwise, all Members shall consent to and raise no objections against the date hereofApproved Sale, and if Blackstone receives, in the Approved Sale is structured as (i) a privately negotiated transaction, an offer from a person other than the Shareholder merger or any of his affiliates (a "Third Party") to purchase 50% or more consolidation of the shares Company, or a sale of Common Stock then owned by Blackstone and all or substantially all of the Company's assets, each Member shall waive any dissenters rights, appraisal rights or similar rights in connection with such offer is accepted by Blackstonemerger, thenconsolidation or asset sale, at or (ii) a sale of the request Membership Interests of Blackstonethe Company, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares Members shall agree to such Third Party upon sell their Membership Interests on the terms and conditions approved by the Operating Committee in accordance with the terms hereof. The Members shall take all necessary and desirable actions approved by the Operating Committee in connection with the consummation of the offer Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary (including without limitation time of payment and form of considerationi) applicable to Blackstone, provided that provide the Shareholder must agree to make to the Third Party the same representations, warranties, indemnities, covenants, indemnities conditions, escrow agreements and other provisions and agreements relating to such Approved Sale, to the extent reasonably customary in similar transactions, and (ii) to effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below. (b) The obligations of the Members pursuant to this Section 4.6 are subject to the following conditions: (i) upon consummation of the Approved Sale, each Member shall receive the same proportion of the aggregate consideration from the Approved Sale with respect to its Membership Interests that Blackstone agrees such Member would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to this Agreement (giving effect to applicable orders of priority); (ii) if any Members are given an option as to the form and amount of consideration to be received, all Members will be given the same option; (iii) no Member shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Approved Sale (excluding modest expenditures for postage, copies, etc.) and no Member shall be obligated to pay more than his or its pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Company or the acquiring party, provided that a Member's liability for such expenses shall be capped at the total purchase price received by such Member for his or its Membership Interests; and (iv) in the event that the Members are required to provide any representations or indemnities in connection with the proposed Transfer; and provided further, that all Approved Sale (other than representations and warranties indemnities concerning each Member's valid ownership of his or its Membership Interests, free and clear of any and all liens, mortgages, pledges, security interests or other restrictions or encumbrances, each Member's authority, power and right to enter into and consummate such purchase or merger agreement without violating any other agreement and other representations and indemnities which are individual to each Member), then no Member shall be made by liable for more than his or its pro rata share (based upon the Shareholder and Blackstone severally Membership Interests held and not jointly the amount of consideration received) of any liability for misrepresentation or indemnity and that the such liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) not exceed the total number of Initial Option Sharespurchase price received by such Member for his or its Membership Interests.

Drag-Along Rights. Solely If, prior to the closing of any underwritten public offering of Ordinary Shares, (a) holders of a majority of the aggregate number of the Company’s outstanding Ordinary Shares and (b) holders of a majority of the aggregate number of the Company’s outstanding Preference Shares, and (c) holders of a majority of the aggregate number of the Company’s outstanding Series C Preference Shares, each voting as a separate class (the “Approving Members”), vote in favor of, otherwise consent in writing to, and/or otherwise agree in writing to sell or transfer all of their shares in any Acquisition Transaction or Sale of Assets (each as defined below), then the Company shall promptly notify each of the remaining Members (“Remaining Members”) in writing of such vote, consent and/or agreement and the material terms and conditions of such Acquisition Transaction or Sale of Assets, whereupon each Remaining Member shall, in accordance with instructions received from the Company, vote all of its voting securities of the Company in favor of, otherwise consent in writing to, and/or otherwise sell or transfer all of its shares in such Acquisition Transaction or Sale of Assets (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Member has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Members, provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ as between the Initial Option SharesOrdinary Shares and the Preference Shares and different series of Preference Shares (including without limitation, so long as this Appendix A shall remain in effect order to reflect the Liquidation Preference and Blackstone beneficially owns not less than one-fourth participation rights of the Common Stock Preference Shares as set forth in the Articles). As used herein, an “Acquisition Transaction” means any reorganization, consolidation, merger, sale or transfer of the Company’s outstanding shares or similar transaction in which Members immediately prior to such reorganization, merger or consolidation, sale or transfer of shares or similar transaction do not (by virtue of their ownership of securities of the Company immediately prior to such transaction) beneficially own shares possessing a majority of the voting power of the surviving company or companies (or parent corporation thereof if the surviving company or companies is (are) wholly owned by Blackstone the parent corporation) immediately following such transaction. As used herein, a “Sale of Assets” means any sale of all or substantially all of the Company’s assets. In furtherance of the foregoing, the Company is hereby expressly authorized by each Remaining Member to take any or all of the following actions on such Remaining Member’s behalf (without receipt of any further consent by such Remaining Member): (i) vote all of the date hereof, if Blackstone receivesvoting securities of such Remaining Member in favor of any such Acquisition Transaction or Sale of Asset; (ii) otherwise consent on such Remaining Member’s behalf to such Acquisition Transaction or Sale of Asset; (iii) sell all of such Remaining Member’s shares in such Acquisition Transaction or Sale of Assets, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon accordance with the terms and conditions of this Section 1.4; and/or (iv) act as the offer (including without limitation time Remaining Member’s attorney-in-fact in relation to any such Acquisition Transaction or Sale of payment Assets and form have the full authority to sign and deliver, on behalf of consideration) applicable such Remaining Member, share transfer certificates, share sale or exchange agreements and certificates of indemnity relating to Blackstoneany shares in the capital of the Company in the event that such Remaining Member has lost or misplaced the relevant share certificate. Notwithstanding the foregoing provisions of this Section 1.4, provided that the Shareholder must agree Remaining Members shall not be obligated to make to the Third Party the same representationsvote, warranties, covenants, indemnities and agreements that Blackstone agrees to make consent and/or sell their shares in connection with any such Acquisition Transaction or Sale of Assets to the proposed Transfer; and provided further, extent that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant Approving Members do not also do so with respect to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect all of the Company shall be evidenced in writings executed applicable class or series of the Company’s shares held by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharesthem.

Drag-Along Rights. Solely with respect to the Initial Option Shares, so So long as this Appendix A Agreement shall remain in effect effect, unless (x) a Public Offering of Common Stock shall have occurred or (y) Vestar and Blackstone its Affiliates, but not any other Permitted Transferee of any thereof, beneficially owns not own on a fully diluted basis an aggregate number of shares of Common Stock less than one-fourth third (1/3) of the number of shares of Common Stock beneficially owned on a fully diluted basis by Blackstone Vestar on the date hereofof its execution and delivery of this Agreement, if Blackstone receives, in a privately negotiated transaction, any of Vestar and its Affiliates receives an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") Party to purchase 50% (whether pursuant to a sale of stock, a merger or more of the otherwise) all, but not less than all, outstanding shares of Common Stock then owned by Blackstone or Junior Preferred Stock, as the case may be, subject to this Agreement (other than shares not being purchased in order to preserve the availability of recapitalization accounting treatment) and such offer is accepted by BlackstoneVestar, then, at the request of Blackstone, the Shareholder then each Stockholder hereby agrees that he it will Transfer all shares of Common Stock or Junior Preferred Stock, as the Applicable Number (as defined below) of the Initial Option Shares case may be, owned by it to such Third Party upon on the terms and conditions of the offer (so accepted by Vestar, including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party making the same representations, warranties, covenants, indemnities and agreements that Blackstone Vestar agrees to make (except that, in connection with the proposed Transfer; and provided further, that all case of representations and warranties pertaining specifically to Vestar, each other Stockholder 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 Stockholders, such covenants or agreements shall be made only by such certain Stockholders, and provided that all representations, warranties, covenants, agreements and indemnities made by the Stockholders pertaining specifically to themselves shall be made by the Shareholder and Blackstone each of them severally and not jointly and provided further that each Stockholder shall be severally (but not jointly) liable for breaches of representations, warranties, covenants and agreements of or (in the liability case of the Shareholder representations and Blackstone (whether pursuant warranties) pertaining to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and its Subsidiaries, and for indemnification obligations arising out of or relating to any such breach or otherwise pertaining to the Third Party Company and shall be borne by each of them its Subsidiaries, on a pro rata basis. The "Applicable Number" shall mean a number (rounded up , such liability of each such Stockholder not to exceed such Stockholder's pro rata portion of the nearest whole number) equal to gross proceeds of the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharessale).

Drag-Along Rights. Solely with respect a. If Transport and the Board approve a Sale of the Company (an “Approved Sale”), the Company shall give written notice to the Initial Option Shares, so long as this Appendix A shall remain Other Shareholders setting forth in effect and Blackstone beneficially owns not less than one-fourth reasonable detail the terms of the Common Stock owned Approved Sale (the “Approved Sale Notice”). Each Shareholder shall, to the extent authorized by Blackstone on law or the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more terms of the shares purchase agreement, vote for the Approved Sale, consent to and raise no objections against such Approved Sale. If the Approved Sale is structured as a (i) merger or consolidation, each Shareholder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of Common Stock then owned by Blackstone and such offer is accepted by Blackstonestock, theneach Shareholder shall agree to sell all of his, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option her or its Shares to such Third Party upon on the terms and conditions of approved by Transport and the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Board. Each Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by the Company. b. The obligations of the Shareholders with respect to an Approved Sale are subject to the satisfaction of the following conditions: (i) the proposed buyer(s) in such Approved Sale (the “Offerors”) shall have delivered a written offer addressed to the Company and each of the Shareholders to consummate such Approved Sale on or before a date that is no less than 30 days and no more than 150 days after delivery of the Approved Sale Notice; (ii) the Offerors shall have provided evidence reasonably satisfactory to the Company and the Shareholders as to the Offeror’s financial ability to consummate the Approved Sale (which may include delivery of financing commitments from one or more financial institutions in customary form); (iii) upon the consummation of the Approved Sale, each Shareholder shall receive cash and/or Publicly Traded Securities and the same amount of consideration per share; and (iv) if any Shareholders are given an option as to the form and amount of consideration to be received, each Shareholder shall be given the same option. c. Shareholders will bear their pro rata share (based upon the number of shares sold) of the costs of any sale of such Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all Shareholders and are not otherwise paid by the Company or the acquiring party. Costs incurred by Shareholders on their own behalf will not be considered costs of the transaction hereunder. The Shareholders shall be obligated to join on a pro rata basis (based on the number of Shares to be sold) in any reasonable indemnification or other obligations in connection with such Approved Sale (other than any such obligations that relate specifically to a particular Shareholder such as indemnification with respect to representations and warranties given by a Shareholder regarding such Shareholder’s title to and ownership of Shares); provided, that no Shareholder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the Transferees with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer; and provided further, that all representations Shareholders will receive the same form of consideration per Share and warranties shall be made the same amount of consideration per Share in such Approved Sale. d. If at any time (i) an agreement signed by Transport and, if applicable, approved by the Shareholder and Blackstone severally and not jointly and Board, is submitted by Transport to the Other Shareholders that the liability provides for a sale or exchange of all of the Shareholder Shares and Blackstone (whether pursuant to a representationii) such matter is an Approved Sale, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by then each of them such Other Shareholders shall promptly join in the execution of such agreement thereby obligating each of such Other Shareholders to sell his, her or its Shares on a pro rata basis. the terms set forth in such agreement consistent herewith if such Approved Sale is consummated. e. The "Applicable Number" provisions of this Section 4 shall mean a number (rounded up terminate automatically and be of no further force and effect upon the first to the nearest whole number) equal to the product occur of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and an Initial Public Offering or (ii) a Sale of the total number of Initial Option SharesCompany.

Drag-Along Rights. Solely with respect (a) Each holder of Minority Shares hereby agrees that if at any time the Board or Sun elects to enter into a transaction which is likely to result in a Sale of the Initial Option SharesCompany to a Person (upon such election, an “Approved Sale”), each holder of Minority Shares will vote for, consent to and raise no objections against such Approved Sale, regardless of the consideration being paid in such Approved Sale, so long as such Approved Sale complies with this Appendix A shall remain Section 3.2. Subject to the provisions of Section 3.2(b), if the Approved Sale is structured (x) as a merger or consolidation, each such holder will waive any dissenters rights, appraisal rights or similar rights in conjunction with such merger or consolidation, (y) as a sale of equity, each such holder of Minority Shares will agree to sell up to all of such holder’s Minority Shares on the terms and conditions approved by Sun, or (z) as a sale of assets, each such holder will vote in favor of any subsequent liquidation or other distribution of the proceeds therefrom in accordance with the Company’s Certificate of Incorporation as approved by Sun. The Company and each holder of Minority Shares will take all actions requested by Sun in connection with the consummation of an Approved Sale, including the execution of all agreements, documents and instruments in connection therewith requested of the Company or such holder by Sun or of such holder by the Company. (b) Upon the consummation of the Approved Sale, each holder of Minority Shares participating in such Approved Sale will receive the same portion of the aggregate consideration available to be distributed to the stockholders of the Company (in their capacity as such) that such Stockholders participating in such sale (in their capacity as stockholders of the Company) 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 the Certificate of Incorporation as in effect and Blackstone beneficially owns immediately before such Approved Sale; provided, however, that in the case of a Stockholder who holds options or warrants exercisable into Common Stock which have not less than one-fourth yet been exercised, the consideration received shall be deemed to be reduced (for purposes of such Stockholder’s consideration only) by such option’s and/or warrant’s exercise price. (c) Each holder of Minority Shares participating in such Approved Sale will be obligated to join on a pro rata basis (applied such that after giving effect thereto, the aggregate consideration paid to each holder of Minority Shares would comply with the provisions of Section 3.2(b)) in any purchase price adjustments, indemnification or other obligations that the sellers of Minority Shares are required to provide in connection with an Approved Sale. Notwithstanding anything to the contrary contained herein, in Sun’s sole discretion, all or a portion of the Common Stock owned by Blackstone on proceeds with respect to an Approved Sale may be withheld from each seller of such Minority Shares pending the date hereofexecution of such documents or posting of such security as Sun deems necessary or appropriate in its sole discretion to cover any purchase price adjustments, if Blackstone receivesindemnification or other obligations, in a privately negotiated transactionor other contingent claims or payments of the Company, an offer from a person other than the Shareholder Sun or any seller of his affiliates Minority Shares. (d) If the Company enters into a "Third Party"negotiation for an Approved Sale or an Approved Sale transaction for which Rule 506 (or any similar rule then in effect) under the Securities Act may be available with respect to purchase 50% such negotiation or more transaction (including a merger, consolidation or other reorganization), the holders of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, thenMinority Shares will, at the request of Blackstonethe Board, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Board. If any holder of Minority Shares appoints a purchaser representative designated by the Board, the Shareholder agrees Company will pay the fees of such purchaser representative, but if any holder of Minority Shares declines to appoint the purchaser representative designated by the Board, then such holder will appoint another purchaser representative and such holder will be responsible for the fees of the purchaser representative so appointed. (e) Holders of Minority Shares will bear their pro rata share (applied such that he after giving effect thereto, the aggregate consideration paid to each holder of Minority Shares would comply with the provisions of Section 3.2(b)) of the costs of any sale of such Minority Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Minority Shares participating in such Approved Sale and are not otherwise paid by the Company or the acquiring party. Costs incurred by holders of Minority Shares on their own behalf will Transfer not be considered costs of the Applicable Number transaction hereunder; it being understood that the fees and disbursements of one counsel chosen by Sun will be deemed for the benefit of all holders of Minority Shares participating in such Approved Sale (f) If any holder of Minority Shares fails to deliver any certificates representing its Minority Shares as required by this Section 3.2 or Section 6 below, or fails to deliver in lieu thereof, a customary affidavit (with customary indemnification provisions) attesting to the loss or destruction of such certificate(s), such holder (i) will not be entitled to the consideration that such holder would otherwise receive in the Approved Sale or in a Recapitalization (as defined in Section 6 below) of the Initial Option Shares until such holder cures such failure (provided that, after curing such failure, such holder will be so entitled to such Third Party upon consideration without interest), (ii) will be deemed, for all purposes, from and after the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable at which such certificates were due for presentment, no longer to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect Stockholder of the Company shall and will have no voting rights, (iii) will not be evidenced in writings executed by them and entitled to any dividends or other distributions declared after the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up Approved Sale or Recapitalization with respect to the nearest whole numberMinority Shares held by such holder, (iv) equal will have no other rights or privileges granted to the product of Stockholders under this or any future agreement, and (iv) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) event of liquidation of the aggregate number Company, such holder shall have no right to receive any of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharesconsideration that such holder would have received if such holder had complied with this Section 3.2 or Section 6 below.

Drag-Along Rights. Solely (a) If the holders of at least a 662/3% of the then outstanding shares of Common Stock (assuming the conversion of the Series A Preferred Stock and the Series C Preferred Stock) (collectively, the “Initiating Stockholders”) should propose to Transfer all or substantially all of the securities that they own to any Third Party in a bona fide, arms-length transaction approved by a majority of the Board, including through a stock sale or merger, which values the Corporation at least $100,000,000 (a “Sale of the Corporation”), the Initiating Stockholders may, at their option, require all but not less than all of the other Stockholders (the “Other Stockholders”) to participate in such Transfer; provided, however, that such Other Stockholders shall only be required to sell their capital stock of a particular class or series at the same price (on an as converted basis) and on the same terms and conditions pursuant to which all other shares of such class or series of capital stock are proposed to be sold in such Sale of the Corporation. In addition, in connection with any such Sale of the Corporation, the Other Stockholders agree to execute any documentation, and to take any additional measures reasonably required, to effect the waiver of all dissenters’ or appraisal rights under the Delaware General Corporation Law. (b) The Initiating Stockholders shall provide written notice of such Sale of the Corporation to the Other Stockholders (a “Sale Notice”) and a draft of the agreement pursuant to which such shares are proposed to be Transferred (the “Sale Agreement”), The Sale Notice shall state (i) the Initiating Stockholders’ bona fide intention to sell, (ii) the name and address of the prospective transferee(s), (iii) the number of shares to be sold, (iv) the terms and conditions (including price) of the contemplated sale, and (v) the expected closing date of the transaction. Each Other Stockholder shall be required as appropriate to participate in the Sale of the Corporation on the terms and conditions set forth in the Sale Notice and to tender at least the same percentage of its shares that will be sold by the Initiating Stockholders. The price of such Sale of the Corporation shall be the price set forth in the Sale Notice. In furtherance of, and not in limitation of, the foregoing, in connection with the Sale of the Corporation, each Other Stockholder will cooperate in good faith with such Initiating Stockholders by facilitating the Sale of the Corporation by such Other Stockholder. (c) Within fifteen (15) days following the receipt of the Sale Notice, each of the Other Stockholders shall deliver to a representative of the Initiating Stockholders designated in the Sale Notice certificates representing all securities held by such Other Stockholders duly endorsed, together with any other documents reasonably required to be executed in connection with such Sale of the Corporation or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such securities pursuant to this Section 3.5 at the closing for such Sale of the Corporation against delivery to such Other Stockholder of the consideration therefor. If any Other Stockholder should fail to deliver such certificates to the Initiating Stockholders, the Corporation shall cause its books and records to show that such securities are bound by the provisions of this Section 3.5 and that such securities shall be Transferred to the Third Party identified in the Sale Notice immediately upon surrender for Transfer by the Other Stockholder thereof. (d) Promptly after the consummation of the Sale of the Corporation pursuant to this Section 3.5, the Initiating Stockholders shall give notice thereof to the Other Stockholders, shall remit to each of the Other Stockholders who has surrendered its certificates the total consideration for the securities of such Other Stockholder Transferred pursuant hereto and, in any event, 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 Stockholder. If within ninety (90) days after the Initiating Stockholders give the Sale Notice, they have not completed the Sale of the Corporation, the Initiating Stockholders shall, if applicable, return to each of the Other Stockholders all certificates representing the Shares of such Other Stockholders that such Other Stockholders delivered for Transfer pursuant hereto, together with any documents in the possession of the Initiating Stockholders executed by the Other Stockholders in connection with such proposed transaction, and all the restrictions on transfer contained in this Agreement applicable at such time with respect to the Initial Option Sharesshares owned by the Other Stockholders shall again be in effect. (e) Notwithstanding anything to the contrary in Section 3.5, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth if a Qualified Public Offering or sale of the Common Stock owned Corporation (whether by Blackstone way of a merger, consolidation or sale of all or substantially all the assets of the Corporation or otherwise) has not occurred on or prior to the fifth (5th) anniversary of the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder Initiating Stockholders may elect to appoint or any of his affiliates (a "Third Party") cause the Corporation to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, thenappoint, at the request of BlackstoneCorporation’s cost and expense, an investment banker to effect the Shareholder agrees that he will Transfer the Applicable Number (as defined below) Sale of the Initial Option Corporation. If the Sale of the Corporation is structured as a (i) merger or consolidation, then each Other Stockholder shall waive any statutory or other dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, then each Other Stockholder shall agree to sell all of his, her or its Shares and rights to such Third Party upon acquire Shares on the terms and conditions of specified in the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in Sale Notice. In connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability Sale of the Shareholder and Blackstone (whether Corporation pursuant to a representationthis Section 3.5(e), warranty, covenant, indemnification provision or agreementthe provisions of Section 3.5(b) for liabilities in respect through (d) shall apply to the same extent as it applies to the Sale of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up Corporation pursuant to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesSection 3.5(a).

Drag-Along Rights. Solely with respect to If the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth holders of a majority of the outstanding shares of Series AA Preferred Stock and Common Stock owned (including the Converted Common), each voting as a separate class, approve (i) an acquisition of the Company by Blackstone on another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that would result in the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any transfer of his affiliates fifty percent (a "Third Party"50%) to purchase 50% or more of the outstanding voting power of the Company or in which the stockholders of the Company immediately prior to such transaction would own, as a result of such transaction, less than a majority of the voting securities, in the same relative proportions, of the successor or surviving corporation immediately thereafter or a sale of all or substantially all of Company’s assets, whether by means of a merger, consolidation, sale of stock or assets or otherwise (a “Sale of the Company”) or (ii) a proposed round of equity financing by the Company (the “Equity Financing”), then all Common Holders shall consent to and vote their shares of Common Stock then owned by Blackstone in favor of the Equity Financing or the Sale of the Company, and if the Sale of the Company is structured as (a) a merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, each Common Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such offer is accepted by Blackstonemerger, thenconsolidation or asset sale, at or (b) a sale of the request stock of Blackstonethe Company, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) Common Holders shall agree to sell their shares of the Initial Option Shares to such Third Party upon Common Stock on the terms and conditions approved by the holders of a majority of the offer (including without limitation time outstanding shares of payment Preferred Stock and form of consideration) applicable to BlackstoneCommon Stock, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities each voting as a separate class. Each Common Holder hereby irrevocably constitutes and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of appoints the Company and any representative or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Common Holder and in the name of such Common Holder or in its own name, for the purpose of carrying out the terms of this Section 5, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 5. Such Common Holder hereby ratifies all that said attorneys shall lawfully do or cause to be evidenced in writings executed done by them and the Third Party and shall be borne by each of them on a pro rata basisvirtue hereof. The "Applicable Number" rights under this Section 5 shall mean a number (rounded up to expire upon the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Company’s Initial Option SharesPublic Offering.

Drag-Along Rights. Solely (a) Subject to the next paragraph, if Blackstone or Holdings elects to consummate, or to cause the Company to consummate, a transaction constituting a Change of Control, Blackstone or Holdings, as applicable, shall notify the Company and the other Securityholders in writing of that election, the other Securityholders will consent to and raise no objections to the proposed transaction, and the Securityholders and the Company will take all other actions reasonably necessary or desirable to cause the consummation of such transaction on the terms proposed by Blackstone or Holdings (a “Drag Along Sale”). Without limiting the foregoing, (i) if the proposed Drag Along Sale is structured as a sale of assets or a merger or consolidation, or otherwise requires stockholder approval, the Securityholders and the Company will vote or cause to be voted all Securities that they hold or with respect to which such Securityholder has the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal rights which they may have in connection therewith, and (ii) if the proposed Drag Along Sale is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Drag Along Sale on the terms and conditions approved by Blackstone or Holdings, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Blackstone in connection with such Change of Control. (b) The obligations of the Securityholders with respect to the Initial Option SharesDrag Along Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Drag Along Sale, so long all of the holders of a particular class or series of Securities (if any consideration is to be received by any of them) shall receive the same form and amount of consideration per share, unit or amount of Securities, or if any holders of a particular class or series of Securities are given an option as to the form and amount of consideration to be received, all holders of such class or series will be given the same option and (ii) if consideration is to be received by holders of Securities, all holders of then currently exercisable rights to acquire a particular class or series of Securities will be given an opportunity to either (A) exercise such rights prior to the consummation of the Drag Along Sale and participate in such sale as holders of such Securities or (B) upon the consummation of the Drag Along Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share, unit or amount of Securities received by the holders of such type and class of Securities in connection with the Drag Along Sale less the exercise price per share, unit or amount of such rights to acquire such Securities by (2) the number of shares, units or aggregate amount of Securities represented by such rights. (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of proceeds received for the Securities sold) of the reasonable costs of any sale of Securities pursuant to a Drag Along Sale to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Company or the acquiring party. Costs incurred by or on behalf of a Securityholder for its or his sole benefit will not be considered costs of the transaction hereunder. In the event that any transaction that Blackstone elects to consummate or cause to be consummated pursuant to this Appendix A Section 4.1 is not consummated for any reason, the Company will reimburse Blackstone for all actual and reasonable expenses paid or incurred by Blackstone in connection therewith. (d) Notwithstanding any provision in this Agreement to the contrary, Blackstone and its Affiliates shall be entitled to be paid customary and reasonable fees by Holdings, the Company or any Subsidiary for any investment banking services provided by it in connection with a Change of Control. (e) The provisions of this Section 4.1 shall remain in effect and Blackstone beneficially owns not less than one-fourth of following the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharesfirst Public Offering.

Drag-Along Rights. Solely with respect VI.4.1. Upon the election by the Members (“Electing Members”) pursuant to the Initial Option Shares, so long as Section 5.1.4 of this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth Agreement to consummate a Sale of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in Company or a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more sale of the shares Electing Members’ Interests of Common Stock then owned by Blackstone the Company (collectively, a “Sale Transaction”) and such offer provided that the purchaser is accepted by Blackstonea bona fide third-party and the price, terms and condition for the Sale Transaction are identical for each Member, then: (a) Each Member shall take all necessary or desirable action within such person’s control (including, at the request of Blackstonewithout limitation, the Shareholder agrees removal and election of Managers, attendance at Members’ meetings in person or by proxy for the purposes of obtaining a quorum and the execution of written consents in lieu of meetings) such that he will Transfer any proposal or resolution requested by such Members in connection therewith shall be implemented by the Applicable Number Company; (as defined belowb) If the Members are entitled to vote on any such matter, whether by law, under the Company’s code or regulations or otherwise, all of the Initial Option Shares Interests over which such Member has voting control shall be voted in favor of the proposal or resolution in connection with such Sale Transaction; (c) Each Member will consent to and raise no objections against such Third Party upon Sale Transaction; (d) If such Sale Transaction is structured as a sale of Interests, each member shall sell the Interests held by him or her on the terms and conditions approved by the Board and the Electing Members; and, (e) Each Member will take all action necessary and desirable in connection with the consummation of the offer Sale Transaction, including, without limitation, the waiver of all appraisal rights available to any such Member under applicable law. VI.4.2. Each Member will bear its pro rata share (including without limitation time based upon the number of payment and form Interests held on a fully diluted basis) of consideration) applicable the cost of any sale of Interests pursuant to Blackstone, provided that the Shareholder must agree to make a Sale Transaction to the Third Party extent such costs are incurred for the same benefit of all Members and are not otherwise paid by the Company or the acquiring party. Costs incurred by Members on their own behalf will not be considered costs of the transaction hereunder. VI.4.3. Notwithstanding the foregoing, a Member (i) shall not be required to give disproportionately greater or more onerous representations, warranties, covenantsindemnities or covenants than the Electing Members; (ii) shall only make representations, warranties, indemnities and covenants severally and in its capacity as a member concerning its valid ownership of interests of the Company, free of all liens, and its authority, power, and right to enter into and consummate such purchase and sale without violating any other agreements that Blackstone agrees to make which it is a party or its assets are bound; and, (iii) shall not be obligated to bear more than its pro rata share of any expenses or any indemnification liability up to the net cash proceeds received by such Member in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharessale.

Drag-Along Rights. Solely (a) If Shareholders holding a majority of the then outstanding Securities of the Company, voting together as a single class on an as-converted to Common Stock basis (collectively, the "Selling Holders"), approve a Change of Control Transaction, each of the Shareholders agrees: (i) if such transaction requires Shareholder approval, with respect to all Securities that such Shareholder owns or over which such Shareholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Securities in favor of, and adopt, such Change of Control Transaction (together with any related amendment to the Company's certificate of incorporation required in order to implement such Change of Control Transaction) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Change of Control Transaction; (ii) if such transaction is a Stock Sale, to sell the same proportion of shares of capital stock of the Company beneficially held by such Shareholder as is being sold by the Selling Holders to the person to whom the Selling Holders propose to sell their Securities, and, except as permitted in Section 5.01(b), on the same terms and conditions as the Company; (iii) to execute and deliver all related documentation and take such other action in support of the Change of Control Transaction as shall reasonably be requested by the Board or the Selling Holders in order to carry out the terms and provision of this Section 5.01, 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; (iv) not to deposit, and to cause their affiliates not to deposit, except as provided in this Agreement, any Securities owned by such party or affiliate in a voting trust or subject any Securities to any arrangement or agreement with respect to the Initial Option Sharesvoting of such Securities, unless specifically requested to do so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of by the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make acquirer in connection with the proposed TransferChange of Control Transaction; (v) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Change of Control Transaction; and (vi) if the consideration to be paid in exchange for the Securities pursuant to this Section 5.01 includes any securities and provided furtherdue receipt thereof by any Shareholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Shareholder 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 the Company may cause to be paid to any such Shareholder in lieu thereof, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability against surrender of the Shareholder and Blackstone (whether pursuant to a representationSecurities which would have otherwise been sold by such Shareholder, warranty, covenant, indemnification provision or agreement) for liabilities an amount in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) cash equal to the product fair value (as determined in good faith by the Board) of (i) the quotient determined by dividing (A) securities which such Shareholder would otherwise receive as of the aggregate number date of shares owned by Blackstone to be included the issuance of such securities in exchange for the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesSecurities.

Drag-Along Rights. Solely (i) If Corinthian approves a sale of all or substantially all of the Company’s assets determined on a consolidated basis or a sale of all or substantially all of the Company’s outstanding capital stock (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to an Independent Third Party or group of Independent Third Parties on an arm’s length basis (each, an “Approved Sale”), each Securityholder will, as applicable, vote for, consent to and raise no objections to such Approved Sale. If the Approved Sale is structured as (x) a merger or consolidation, each Securityholder will waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation, or (y) a sale of stock, each Securityholder will agree to sell all of his, her or its shares of Stock of the Company and rights to acquire shares of Stock and the Warrants on the terms and conditions approved by Corinthian, its successors and/or Affiliates (other than the Company). Each Securityholder will take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Company. The obligations of the Securityholders with respect to the Initial Option SharesApproved Sale of the Company are subject to the satisfaction of the following conditions: (A) upon the consummation of the Approved Sale, so long each Securityholder will receive the same form of consideration and the same portion of the aggregate consideration that such Securityholder 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 the Certificate as this Appendix A shall remain in effect immediately prior to such Approved Sale; and Blackstone beneficially owns not less than one-fourth (B) the Warrantholders will be given an opportunity to (x) exercise, convert or exchange the Warrants held by them into Common Stock and participate in the Approved Sale as a holder of Common Stock; or (y) receive, subject to Section 4(c), from the applicable transferee in exchange for their Warrants, consideration equal to the excess of (1) the product of the Common Stock owned amount of net consideration on a per share basis received by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares holders of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them Approved Sale and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned Common Stock Equivalents represented by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone such Warrantholder’s Warrant immediately prior to the contemplated Transfer and consummation of the Approved Sale less (2) the applicable exercise price that would be payable if such Warrant had been exercised immediately prior to the consummation of the Approved Sale. A notice regarding any Approved Sale (a “Drag-Along Notice”) shall be delivered within five business days following approval of an Approved Sale by Corinthian to each other Securityholder. (ii) Notwithstanding anything contained in Section 4(b)(i), Corinthian shall not be liable to the total number Securityholders and/or the Warrantholders if an Approved Sale is not consummated, regardless of Initial Option Shareswhether Corinthian has delivered a Drag-Along Notice. Whether or not to effect an Approved Sale pursuant to Section 4(b)(i) by Corinthian is in the sole and absolute discretion of Corinthian.

Drag-Along Rights. Solely with respect to the Initial Option Shares(a) If at any time a Stockholder, so long as this Appendix A shall remain in effect and Blackstone beneficially owns or group of Stockholders, who holds not less than one51% of the outstanding Common Stock of the Company (a "Dragging Stockholder") receives a bona fide offer from a Third Party Purchaser who is not an Affiliate of the Dragging Stockholder to purchase all of the outstanding Common Stock of the Company, in one transaction or a series of related transactions (a "Drag-fourth along Sale"), the Dragging Stockholder shall have the right to require that each other Stockholder (each, a "Drag-along Stockholder") sell all of their shares of Common Stock to such Third Party Purchaser in the manner set forth in this Section 3.03. Notwithstanding anything to the contrary in this Agreement, each Drag-along Stockholder shall vote in favor of the transaction and take all actions to waive any dissenters, appraisal or other similar rights. (b) The Dragging Stockholder shall exercise its rights pursuant to this Section 3.03 by delivering a written notice (the "Drag-along Notice") to the Company and each Drag-along Stockholder no later than 30 days prior to the closing date of such Drag-along Sale. The Drag-along Notice shall make reference to the Dragging Stockholder's rights and obligations hereunder and shall describe in reasonable detail: (i) the identity of such Third Party Purchaser; (ii) the proposed date, time and location of the closing of the Drag-along Sale; (iii) 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 (iv) 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 Stock, then, subject to Section 3.03(d), the Dragging Stockholder and each Drag-along Stockholder shall Transfer all of the Common Stock owned by Blackstone on them in such Drag-along Sale. (d) The consideration to be received by a Drag-along Stockholder shall be the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any same form and amount of his affiliates (a "Third Party") to purchase 50% or more of the shares consideration per share of Common Stock then owned to be received by Blackstone the Dragging Stockholder (or, if the Dragging Stockholder is given an option as to the form and such offer is accepted by Blackstone, then, at the request amount of Blackstoneconsideration to be received, the Shareholder agrees that he will Transfer the Applicable Number (as defined belowsame option shall be given) of the Initial Option Shares to such Third Party upon and the terms and conditions of such Transfer shall, except as otherwise provided in the offer (including without limitation time of payment and form of consideration) applicable to Blackstoneimmediately succeeding sentence, provided that be the Shareholder must agree to same as those upon which the Dragging Stockholder Transfers its Common Stock. Each Drag-along Stockholder shall make to the Third Party or provide the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make as the Dragging Stockholder makes or provides in connection with the proposed TransferDrag-along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Dragging Stockholder, the Drag-along Stockholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); and provided furtherprovided, that all representations representations, warranties, covenants and warranties indemnities shall be made by the Shareholder Dragging Stockholder and Blackstone each Drag-along Stockholder severally and not jointly and that any indemnification obligation shall be pro rata based on the liability consideration received by the Dragging Stockholder and each Drag-along Stockholder, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Stockholder and each such Drag-along Stockholder in connection with the Drag-along Sale. (e) The reasonable and documented fees and expenses of the Shareholder Dragging Stockholder incurred in connection with a Drag-along Sale and Blackstone for the benefit of all Stockholders (whether pursuant it being understood that costs incurred by or on behalf of a Dragging Stockholder for its sole benefit will not be considered to a representationbe for the benefit of all Stockholders), warranty, covenant, indemnification provision to the extent not paid or agreement) for liabilities in respect of reimbursed by the Company or such Third Party Purchaser, shall be evidenced in writings executed shared by them and all the Third Party and shall be borne by each of them Stockholders on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) , based on the aggregate number of shares owned consideration received by Blackstone each Stockholder; provided, that no Stockholder shall be obligated to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately make or reimburse any out-of-pocket expenditure prior to the contemplated Transfer consummation of the Drag-along Sale. (f) Each Stockholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Dragging Stockholder. (iig) The Dragging Stockholder shall have 90 days following the total number date of Initial Option Sharesthe Drag-along Notice in which to consummate the Drag-along Sale, on the terms set forth in the Drag-along Notice (which such 90 day period may be extended for a reasonable time not to exceed an additional 30 days to the extent reasonably necessary to obtain any Government Approvals). If at the end of such period, the Dragging Stockholder has not completed the Drag-along Sale, the Dragging Stockholder may not then effect a transaction subject to this Section 3.03 without again fully complying with the provisions of this Section 3.03.

Drag-Along Rights. Solely with respect (a) Subject to the Initial Option Sharesnext paragraph, if the General Partner elects to consummate, or to cause all the Partnerships to consummate, a transaction constituting a Change of Control, the General Partner shall notify the Applicable Limited Partners in writing of that election, the Applicable Limited Partners will take all other actions reasonably necessary or desirable to cause the consummation of such transaction (pursuant to which the Applicable Limited Partners shall be obligated to sell the same proportion of their Interests as those sold by the Blackstone Limited Partners) on the terms proposed by the General Partner (a “Drag Along Sale”) so long as this Appendix A such terms are identical, in all material respects (it being agreed and understood that price and consideration shall remain be material terms), to the terms on which all other Limited Partners in effect and Blackstone beneficially owns not less than one-fourth the Partnerships participate in such transaction in all material respects. Without limiting the foregoing, if the proposed Drag Along Sale is structured as or involves a sale or redemption of Interests, the Applicable Limited Partners will agree to sell their pro rata share of the Common Stock owned by Blackstone Interests (based on the date hereof, if Blackstone receivesrelative proportion of Interests held by all Limited Partners (it being understood that for purposes of this calculation, in addition to any Class D Interests held by an Employee, such Employee shall be deemed to hold a privately negotiated transaction, an offer from number of Class D Units equal to the number of such Class D Units into which such Employee’s Vested Employee Units (or Employee Units that will become Vested Employee Units as a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more result of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstoneproposed Transfer) may be exchanged in an Employee Unit Exchange, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (which number shall be determined as defined below) of the Initial Option Shares date the Blackstone Members enter into an agreement with the proposed transferee to consummate a Drag Along Sale)) being sold in such Third Party upon Drag Along Sale on the terms and conditions approved by the General Partner, and subject to this Section 4, the Applicable Limited Partners will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by the General Partner in connection with such Change of Control, and, without limiting the generality of the offer (including without limitation time of payment and form of consideration) applicable to Blackstoneforegoing, provided that the Shareholder must agree to shall make to the Third Party Transferee the same representations, warranties, covenants, indemnities and agreements that as all other Limited Partners (including all Blackstone agrees Limited Partners) agree to make in connection with the proposed Transfer; and provided further, Drag Along Sale (except that all the Applicable Limited Partners shall make only representations and warranties pertaining specifically to (and, as applicable, covenants by) their ownership of Interests and their ability to effect the Transfer of their Interests), and shall be agree to indemnify, severally but not jointly, the Transferees (in the amount limited to the value of Interests that are Transferred by each Limited Partner) for all liabilities to the Transferees arising out of representations, warranties, covenants and indemnities made by the Shareholder and Blackstone severally and not jointly and that the liability such Applicable Limited Partner. (b) The foregoing obligations of the Shareholder and Blackstone (whether pursuant Applicable Limited Partners with respect to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect the Drag Along Sale are subject to the satisfaction of the Company following conditions: (i) all Limited Partners shall be evidenced participate in writings executed by them and the Third Party and shall be borne by each of them Drag Along Sale on a pro rata basis. The "Applicable Number" basis (based on the relative proportion of Interests held by all Limited Partners (it being understood that for purposes of this calculation, in addition to any Class D Interests held by an Employee, such Employee shall mean be deemed to hold a number (rounded up to the nearest whole number) of Class D Units equal to the product number of such Class D Units into which such Employee’s Vested Employee Units (ior Employee Units that will become Vested Employee Units as a result of the proposed Transfer) may be exchanged in an Employee Unit Exchange, which number shall be determined as of the quotient determined date the Blackstone Members enter into an agreement with the proposed transferee to consummate a Drag Along Sale)); (ii) upon the consummation of the Drag Along Sale, all of the Limited Partners in all Partnerships shall receive the same form and amount of consideration per Interest, or if any Limited Partners in any of the Partnerships are given an option as to the form and amount of consideration to be received, all Applicable Limited Partners will be given the same option; and (iii) if consideration is to be received by dividing Limited Partners in any of the Partnerships, all holders of then currently exercisable rights to acquire Interests, if any, will be given an opportunity to either (A) exercise such rights prior to the aggregate number consummation of shares owned by Blackstone to be included the Drag Along Sale and participate in the contemplated Transfer by such sale as holders of Interests or (B) upon the aggregate consummation of the Drag Along Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per Interest received by the Limited Partners in connection with the Drag Along Sale less the exercise price per Interest by (2) the number of shares owned Interests represented by Blackstone immediately prior such rights. (c) Each Applicable Limited Partner will bear its pro rata share (based upon the relative amount of proceeds received for the Interests sold (it being understood that for purposes of this calculation, in addition to any Class D Interests held by an Employee, such Employee shall be deemed to hold a number of Class D Units equal to the contemplated Transfer and (ii) the total number of Initial Option Sharessuch Class D Units into which such Employee’s Vested Employee Units (or Employee Units that will become Vested Employee Units as a result of the proposed Transfer) may be exchanged in an Employee Unit Exchange, which number shall be determined as of the date the Blackstone Members enter into an agreement with the proposed transferee to consummate a Drag Along Sale) of the reasonable costs of any sale of Interests pursuant to a Drag Along Sale to the extent such costs are incurred for the benefit of all Limited Partners and are not otherwise paid by the Partnership or the acquiring party. Costs incurred by or on behalf of an Applicable Limited Partner for its sole benefit will not be considered costs of the transaction hereunder. In the event that any transaction that the General Partner elects to consummate or cause to be consummated pursuant to this Section 4 is not consummated for any reason, the Partnerships will reimburse all Applicable Limited Partners for all actual and reasonable expenses paid or incurred by them in connection therewith. (d) Notwithstanding any provision in this Agreement to the contrary, Blackstone shall be entitled to be paid customary and reasonable fees by the Partnerships or any subsidiary for any investment banking services or services provided by it in connection with a Change of Control. Nothing in this agreement shall limit any rights a Limited Partner has with respect to any agreement validly entered into with the Partnership or one of its subsidiaries with respect to any advisory or similar fees. (e) The provisions of this Section 4 shall terminate upon an IPO.

Drag-Along Rights. Solely with respect to (i) If the Initial Option Shares, so long as this Appendix A shall remain in effect Board and Blackstone beneficially owns not less than one-fourth the holders of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more majority of the shares of Common Stock then owned outstanding approve a Sale of the Company (an "Approved Sale"), each OSI Stockholder and each holder of OSI Stockholder Shares shall vote for, consent to and take all actions required in connection with and raise no objections against such Approved Sale. If the Approved Sale is structured as a (A) merger or consolidation, each holder of OSI Stockholder Shares shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (B) sale of stock, each holder of OSI Stockholder Shares shall agree to sell all of his OSI Stockholder Shares and rights to acquire OSI Stockholder Shares, in each case on the same terms and conditions approved by Blackstone the Board and applicable to all holders of the Common Stock then outstanding. Each holder of OSI Stockholder Shares shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by the Company. (ii) The obligations of the holders of OSI Stockholder Shares with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (A) upon the consummation of the Approved Sale, each OSI Stockholder and each holder of OSI Stockholder Shares (in his or her capacity as such) shall have the right to receive the same terms, conditions and form of consideration with respect to such offer is accepted OSI Stockholder Shares (and in the same proportion of the aggregate consideration with respect to such Approved Sale that such holder would have received if the OSI Stockholder Shares constituted all of the issued and outstanding capital stock of the Company and if such aggregate consideration had been distributed by Blackstonethe Company in complete liquidation pursuant to the applicable rights and preferences set forth in the Company's Certificate of Incorporation as in effect immediately prior to such Approved Sale; provided, then, at the request of Blackstonehowever, the Shareholder agrees that he will Transfer the Applicable Number holders of Senior Common Stock shall be entitled to a Liquidation Preference (as defined belowtherein) only to the extent permitted in the Company's Certificate of Incorporation); (B) if any holders of a class of OSI Stockholder Shares are given an option as to the form and amount of consideration to be received, each holder of such class of OSI Stockholder Shares shall be given the same option; and (C) each holder of then currently exercisable rights to acquire shares of a class of OSI Stockholder Shares shall be given an opportunity to either (i) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of such class of OSI Stockholder Shares or (ii) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of a class of OSI Stockholder Shares received by holders of such class of OSI Stockholder Shares in connection with the Approved Sale less the exercise price per share of such class of OSI Stockholder Shares of such rights to acquire such class of OSI Stockholder Shares by (2) the number of shares of such class of OSI Stockholder Shares represented by such rights assuming such rights were exercised as of the date of consummation of the Approved Sale; provided, however, that if the purchaser in any Approved Sale desires to have some or all OSI Stockholders who are members of the Company's management retain or rollover some or all of their OSI Stockholder Shares and/or desires to have the Principal Investor and/or other specified stockholders of the Company retain or rollover some or all of their OSI Stockholder Shares in order to qualify the Approved Sale for recapitalization accounting, the foregoing provisions in (A), (B) and (C) shall not apply to the extent of any such retention or rollover; provided further, however, that no OSI Stockholder shall be required by this Agreement, without such OSI Stockholder's written consent, to retain or rollover some or all of their OSI Stockholder Shares, except in a merger in which all stockholders are required to be treated equally with respect to such retention or rollover. (iii) Each OSI Stockholder will bear, and shall not be required to bear more than, his or its pro rata share (based upon the number of OSI Stockholder Shares to be sold) of the Initial Option costs of any sale of OSI Stockholder Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all such holders of OSI Stockholder Shares and are not otherwise paid by the Company or the acquiring party; provided that no such OSI Stockholder shall be required to make any such payment unless the Principal Investor is required to pay its pro rata share. Costs incurred by the holders of OSI Stockholder Shares on their own behalf will not be considered costs of the Approved Sale. Each OSI Stockholder transferring OSI Stockholder Shares pursuant to an Approved Sale shall be obligated to join on a pro rata basis (based on the number of OSI Stockholder Shares to such Third Party upon be sold) in any indemnification or other obligations that are part of the terms and conditions of the offer Approved Sale (including without limitation time other than any such obligations that relate specifically to a particular OSI Stockholder, such as indemnification with respect to representations and warranties given by an OSI Stockholder regarding such OSI Stockholder's title to and ownership of payment and form of consideration) applicable OSI Stockholder Shares). Notwithstanding the foregoing, no OSI Stockholder shall be obligated in connection with any Approved Sale to Blackstone, provided that the Shareholder must agree to make indemnify or hold harmless the transferees in an amount in excess of the net proceeds paid to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make such OSI Stockholder in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesApproved Sale.

Drag-Along Rights. Solely with respect In order to effectuate the Initial Option Sharesforegoing, so long as this Appendix A shall remain in effect when the CIVC Group has the Forced Sale Rights, each Other Stockholder hereby agrees to vote for, consent to and Blackstone beneficially owns not less than one-fourth raise no objections against such Sale of the Common Stock owned by Blackstone on Company. If the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more Sale of the shares Company is structured as a merger or consolidation, each holder of Common Stock then owned by Blackstone and shall waive any dissenters' rights, appraisal rights or similar rights in connection with such offer is accepted by Blackstonemerger or consolidation, then, at or if the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) Sale of the Initial Option Shares Company is structured as a sale of the Company's securities or equity securities of Xxxxxxxx Ltd., each holder of such securities shall agree to sell up to all of such Third Party upon equity securities and rights to acquire such equity securities on the terms and conditions of the offer (including without limitation time of payment so approved and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make deliver to the Third Party purchaser(s) the same representations, warranties, covenants, indemnities and agreements that Blackstone certificates representing the equity securities to be sold. Each Other Stockholder hereby agrees to make take all necessary or desirable actions in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability consummation of the Shareholder and Blackstone Sale of the Company as requested by CIVC. In furtherance of the foregoing, CIVC (whether or the Designated Class A Transferee) shall have the rights of the Xxxxxxxx Representatives set forth in paragraph 10 of the Stockholders Agreement. Notwithstanding the foregoing, the obligations of the Other Stockholders pursuant to a representationthis paragraph are subject to the satisfaction of the following conditions: upon consummation of the Sale of the Company undertaken under this subparagraph, warranty, covenant, indemnification provision or agreement(i) for liabilities in respect the proceeds thereof available to the stockholders of the Company shall be evidenced distributed among the Company's stockholders as if there were a liquidation and dissolution of the Company, (ii) all holders of a class and series of Common Stock (including all Class A Common, taken together as a single class) shall receive in writings executed by them respect of shares of such class the same form and amount of consideration per share (including for this purpose amounts allocated to noncompetition, consulting and other similar arrangements other than commercially reasonable employment arrangements for employees with respect to their continuing employment and other than amounts payable to, and retainable by, Xxxxx X. Xxxxxxxx for any non-compete covenants in an aggregate amount of 250% of Xxxxx X. Xxxxxxxx'x annual base salary in effect at the time of such Sale of the Company for each year such non-compete covenant remains effective) and the Third Party proportion of cash and other consideration payable to each class and series of Common Stock shall be borne by each identical, (iii) if the holders of them on any class of Common Stock are given an option as to the form and consideration to be received (including all Class A Common, taken together as a single class), all holders of such class shall be given the same option, (iv) no Other Stockholder shall be required to share in any indemnification obligations other than individually and ratably (and not jointly and severally), pro rata basiswith the Other Stockholders in accordance with each such Other Stockholder's ownership of Stockholder Shares (as defined in the Stockholders Agreement), provided that no Other Stockholder shall be required to share in any indemnification obligations relating to a breach of a representation or warranty relating solely to another Other Stockholder or such Other Stockholder's Stockholder Shares such as with respect to title to Stockholder Shares or authorization to enter into transaction agreements (such obligations to be borne solely by the other Other Stockholder), and (v) no Other Stockholder shall be required to share in any indemnification obligations in excess of the net proceeds payable to such Other Stockholder in such Sale of the Company. The "Applicable Number" shall mean a number (rounded up Notwithstanding the foregoing and anything to the nearest whole numbercontrary herein, in the event CIVC or the Designated Class A Transferee has Forced Sale Rights, it will be a condition to any obligation of the Brickmans or their Permitted Transferees under this Section 5.4(c)(iii)(A) equal to that upon a Sale of the product of Company (i) the quotient determined by dividing Brickmans and their Permitted Transferees receive cash or Liquid Securities (A) for the aggregate number of shares owned by Blackstone to be included purpose substituting "Brickmans and their Permitted Transferees" for "CIVC Group" in the contemplated Transfer by (B) the aggregate number definition of shares owned by Blackstone immediately prior to the contemplated Transfer and Liquid Securities), (ii) the total number Brickmans and their Permitted Transferees are offered the same form and value of Initial Option Sharesconsideration as the CIVC Group (or, in the event the CIVC Group is offered illiquid securities, the Brickmans and their Permitted Transferees are offered cash or other Liquid Securities of the same value (ignoring any discount for illiquidity) as the illiquid securities offered to the CIVC Group and (iii) the Brickmans and their Permitted Transferees are able to transfer all of their capital stock of the Company then held by the Brickmans and their Permitted Transferees.

Drag-Along Rights. Solely (a) If the Requisite Stockholders approve a sale of all or substantially all of the capital stock or assets of the Company to a Person which is not an Affiliate of any Stockholder (other than an Affiliate of a DGHA Stockholder) (an "Approved Sale"), whether by way of merger, consolidation, sale of stock or assets, or otherwise (each, a "Sale of the Company"), all Stockholders shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a merger or consolidation of the Corporation or a Subsidiary, or a sale of all or substantially all of the assets of the Corporation or a Subsidiary, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (B) a sale of all the capital stock of the Corporation or a Subsidiary, the Stockholders shall agree to sell their Securities on the terms and conditions approved by the Requisite Stockholders. The Stockholders shall take all necessary and desirable actions approved by the Requisite Stockholders, in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (1) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and (2) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below. The Stockholders shall be permitted to sell their Securities pursuant to an Approved Sale without complying with the provisions of Sections 8, 9, 10, 11 or 12 of this Agreement. (b) The obligations of the Stockholders pursuant to this Section 13 are subject to the satisfaction of the following conditions: (i) subject to Section 13(b)(iii), upon the consummation of the Approved Sale, all of the Stockholders shall receive the same proportion of the aggregate consideration from such Approved Sale that such holder would have received if such aggregate consideration had been distributed by the Corporation in complete liquidation pursuant to the rights and preferences set forth in the Certificate as in effect immediately prior to such Approved Sale (giving effect to applicable orders of priority) and after giving effect to the purchase rights (if any) set forth in the DGHA Repurchase Agreement and the Manager Repurchase Agreement; (ii) if any Stockholders of a class are given an option as to the form and amount of consideration to be received, all holders of such class will be given the same option; (iii) all holders of then-currently exercisable Common Equivalents will be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale (but only to the extent such Common Equivalents are then vested) and participate in such sale as Stockholders or (B) upon the consummation of the Approved Sale, receive in exchange for such Common Equivalents consideration equal to the amount determined by multiplying (x) the same amount of consideration per share of Common Stock (of the same class as that for which the Common Equivalent is exercisable) received by the holders of such class of Common Stock in connection with the Approved Sale less the exercise price per Common Equivalent by (y) the number of Common Equivalents; (iv) no Stockholder shall be obligated to make any out-of- pocket expenditure prior to the consummation of the Approved Sale (excluding modest expenditures for postage, copies, etc.) and no Stockholder shall be obligated to pay more than his pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale to the extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by the Corporation or the acquiring party (costs incurred by or on behalf of a Stockholder for its or his sole benefit will not be considered costs of the transaction hereunder), provided that a Stockholder's liability for such expenses shall be capped at the total purchase price received by such Stockholder for his Securities (including the exercise price thereof); and (v) in the event that the Stockholders are required to provide any representations or indemnities in connection with the Approved Sale (other than representations and indemnities concerning each Stockholder's valid ownership of his Securities, free of all liens and encumbrances (other than those arising under applicable securities laws), and each Stockholder's authority, power, and right to enter into and consummate such purchase or merger agreement without violating any other agreement), then each Stockholder shall not be liable for more than his pro rata share (based upon the number of Securities held and not the amount of consideration received) of any liability for misrepresentation or indemnity and such liability shall not exceed the total purchase price received by such Stockholder for his Securities (including the exercise price thereof), after taxes (after giving effect to all potential amendments of tax returns arising in connection with any indemnification claim) and expenses, and such liability shall be satisfied solely out of any funds escrowed for such purpose. (c) If the Corporation and any of the Stockholders or their representatives, enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or reaction (including a merger, consolidation or other reorganization), each Stockholder who is not an accredited investor (as such term is defined in Rule 501 under the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party"Securities Act) to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, thenwill, at the request of Blackstonethe Corporation or the Institutional Stockholders, the Shareholder agrees that he will Transfer the Applicable Number appoint a purchaser representative (as such term is defined belowin Rule 501 under the Securities Act) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make reasonably acceptable to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision Corporation or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharessuch Stockholders.

Drag-Along Rights. Solely with respect to (a) If the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth Operating Committee approves a sale of the Common Stock owned Company or substan tially all of its assets to a Third Party (an "Approved Sale"), whether by Blackstone on way of merger, consoli dation, sale of interests or assets, or otherwise, all Mexxxxx xhall consent to and raise no objec tions against the date hereofApproved Sale, and if Blackstone receives, in the Approved Sale is structured as (i) a privately negotiated transaction, an offer from a person other than the Shareholder merger or any of his affiliates (a "Third Party") to purchase 50% or more consoli dation of the shares Company, or a sale of Common Stock then owned by Blackstone and all or substantially xxx xx the Company's assets, each Member shall waive any dissenters rights, appraisal rights or similar rights in connection with such offer is accepted by Blackstonemerger, thenconsolidation or asset sale, at or (ii) a sale of the request Membership Interests of Blackstonethe Company, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares Members shall agree to such Third Party upon sell their Membership Interests on the terms and conditions approved by the Operating Committee in accordance with the terms hereof. The Members shall take all necessary and desirable actions approved by the Operating Committee in connection with the consummation of the offer Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary (including without limitation time of payment and form of considerationi) applicable to Blackstone, provided that provide the Shareholder must agree to make to the Third Party the same representations, warranties, indemnities, covenants, indemnities conditions, escrow agreements and other provisions and agreements relating to such Approved Sale, to the extent reasonably customary in similar transactions, and (ii) to effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below. (b) The obligations of the Members pursuant to this Section 4.6 are subject to the following conditions: (i) upon consummation of the Approved Sale, each Member shall receive the same proportion of the aggregate consideration from the Approved Sale with respect to its Membership Interests that Blackstone agrees such Member would have received if such aggre gate consideration had been distributed by the Company in complete liquidation pursuant to this Agreement (giving effect to applicable orders of priority); (ii) if any Members are given an option as to the form and amount of consideration to be received, all Members will be given the same option; (iii) no Member shall be obligated to make any out-of-pocket expendi ture prior to the consummation of the Approved Sale (excluding modest expenditures for postage, copies, etc.) and no Member shall be obligated to pay more than his or its pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Company or the acquiring party, provided that a Member's liability for such expenses shall be capped at the total purchase price received by such Member for his or its Membership Interests; and (iv) in the event that the Members are required to provide any represen tations or indemnities in connection with the proposed Transfer; and provided further, that all Approved Sale (other than representations and warranties indemnities concerning each Member's valid ownership of his or its Membership Interests, free and clear of any and all liens, mortgages, pledges, security interests or other restrictions or encumbrances, each Member's authority, power and right to enter into and consummate such purchase or merger agreement without violating any other agreement and other representations and indemnities which are individual to each Member), then no Member shall be made by liable for more than his or its pro rata share (based upon the Shareholder and Blackstone severally Member ship Interests held and not jointly the amount of consideration received) of any liability for misrepresentation or indemnity and that the such liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) not exceed the total number of Initial Option Sharespurchase price received by such Member for his or its Membership Interests.

Drag-Along Rights. Solely (a) If the Requisite Stockholders approve a sale of all or substantially all of the capital stock or assets of the Company to a Person which is not an Affiliate of any Stockholder (other than an Affiliate of a DGHA Stockholder) (an "Approved Sale"), whether by way of merger, consolidation, sale of stock or assets, or otherwise (each, a "Sale of the Company"), all Stockholders shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a merger or consolidation of the Corporation or a Subsidiary, or a sale of all or substantially all of the assets of the Corporation or a Subsidiary, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (B) a sale of all the capital stock of the Corporation or a Subsidiary, the Stockholders shall agree to sell their Securities on the terms and conditions approved by the Requisite Stockholders. The Stockholders shall take all necessary and desirable actions approved by the Requisite Stockholders, in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (1) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and (2) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below. The Stockholders shall be permitted to sell their Securities pursuant to an Approved Sale without complying with the provisions of Sections 8, 9, 10, 11 or 12 of this Agreement. (b) The obligations of the Stockholders pursuant to this Section 13 are subject to the satisfaction of the following conditions: (i) subject to Section 13(b)(iii), upon the consummation of the Approved Sale, all of the Stockholders shall receive the same proportion of the aggregate consideration from such Approved Sale that such holder would have received if such aggregate consideration had been distributed by the Corporation in complete liquidation pursuant to the rights and preferences set forth in the Certificate as in effect immediately prior to such Approved Sale (giving effect to applicable orders of priority) and after giving effect to the purchase rights (if any) set forth in the DGHA Repurchase Agreement and the Manager Repurchase Agreement; (ii) if any Stockholders of a class are given an option as to the form and amount of consideration to be received, all holders of such class will be given the same option; (iii) all holders of then-currently exercisable Common Equivalents will be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale (but only to the extent such Common Equivalents are then vested) and participate in such sale as Stockholders or (B) upon the consummation of the Approved Sale, receive in exchange for such Common Equivalents consideration equal to the amount determined by multiplying (x) the same amount of consideration per share of Common Stock (of the same class as that for which the Common Equivalent is exercisable) received by the holders of such class of Common Stock in connection with the Approved Sale less the exercise price per Common Equivalent by (y) the number of Common Equivalents; (iv) no Stockholder shall be-obligated to make any out-of-pocket expenditure prior to the consummation of the Approved Sale (excluding modest expenditures for postage, copies, etc.) and no Stockholder shall be obligated to pay more than his pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale to the extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by the Corporation or the acquiring party (costs incurred by or on behalf of a Stockholder for its or his sole benefit will not be considered costs of the transaction hereunder), provided that a Stockholder's liability for such expenses shall be capped at the total purchase price received by such Stockholder for his Securities (including the exercise price thereof); and (v) in the event that the Stockholders are required to provide any representations or indemnities in connection with the Approved Sale (other than representations and indemnities concerning each Stockholder's valid ownership of his Securities, free of all liens and encumbrances (other than those arising under applicable securities laws), and each Stockholder's authority, power, and right to enter into and consummate such purchase or merger agreement without violating any other agreement), then each Stockholder shall not be liable for more than his pro rata share (based upon the number of Securities held and not the amount of consideration received) of any liability for misrepresentation or indemnity and such liability shall not exceed the total purchase price received by such Stockholder for his Securities (including the exercise price thereof), after taxes (after giving effect to all potential amendments of tax returns arising in connection with any indemnification claim) and expenses, and such liability shall be satisfied solely out of any funds escrowed for such purpose. (c) If the Corporation and any of the Stockholders or their representatives, enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each Stockholder who is not an accredited investor (as such term is defined in Rule 501 under the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party"Securities Act) to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, thenwill, at the request of Blackstonethe Corporation or the institutional Stockholders, the Shareholder agrees that he will Transfer the Applicable Number appoint a purchaser representative (as such term is defined belowin Rule 501 under the Securities Act) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make reasonably acceptable to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision Corporation or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharessuch Stockholders.

Drag-Along Rights. Solely with respect to the Initial Option Shares(a) If at any time a Stockholder, so long as this Appendix A shall remain in effect and Blackstone beneficially owns or group of Stockholders, who holds not less than one51% of the outstanding Common Stock of the Company (a “Dragging Stockholder”) receives a bona fide offer from a Third Party Purchaser who is not an Affiliate of the Dragging Stockholder to purchase all of the outstanding Common Stock of the Company, in one transaction or a series of related transactions (a “Drag-fourth along Sale”), the Dragging Stockholder shall have the right to require that each other Stockholder (each, a “Drag-along Stockholder”) sell all of their shares of Common Stock to such Third Party Purchaser in the manner set forth in this Section 3.03. Notwithstanding anything to the contrary in this Agreement, each Drag-along Stockholder shall vote in favor of the transaction and take all actions to waive any dissenters, appraisal or other similar rights. (b) The Dragging Stockholder shall exercise its rights pursuant to this Section 3.03 by delivering a written notice (the “Drag-along Notice”) to the Company and each Drag-along Stockholder no later than 30 days prior to the closing date of such Drag-along Sale. The Drag-along Notice shall make reference to the Dragging Stockholder’s rights and obligations hereunder and shall describe in reasonable detail: (i) the identity of such Third Party Purchaser; (ii) the proposed date, time and location of the closing of the Drag-along Sale; (iii) 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 (iv) 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 Stock, then, subject to Section 3.03(d), the Dragging Stockholder and each Drag-along Stockholder shall Transfer all of the Common Stock owned by Blackstone on them in such Drag-along Sale. (d) The consideration to be received by a Drag-along Stockholder shall be the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any same form and amount of his affiliates (a "Third Party") to purchase 50% or more of the shares consideration per share of Common Stock then owned to be received by Blackstone the Dragging Stockholder (or, if the Dragging Stockholder is given an option as to the form and such offer is accepted by Blackstone, then, at the request amount of Blackstoneconsideration to be received, the Shareholder agrees that he will Transfer the Applicable Number (as defined belowsame option shall be given) of the Initial Option Shares to such Third Party upon and the terms and conditions of such Transfer shall, except as otherwise provided in the offer (including without limitation time of payment and form of consideration) applicable to Blackstoneimmediately succeeding sentence, provided that be the Shareholder must agree to same as those upon which the Dragging Stockholder Transfers its Common Stock. Each Drag-along Stockholder shall make to the Third Party or provide the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make as the Dragging Stockholder makes or provides in connection with the proposed TransferDrag-along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Dragging Stockholder, the Drag-along Stockholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); and provided furtherprovided, that all representations representations, warranties, covenants and warranties indemnities shall be made by the Shareholder Dragging Stockholder and Blackstone each Drag-along Stockholder severally and not jointly and that any indemnification obligation shall be pro rata based on the liability consideration received by the Dragging Stockholder and each Drag-along Stockholder, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Stockholder and each such Drag-along Stockholder in connection with the Drag-along Sale. (e) The reasonable and documented fees and expenses of the Shareholder Dragging Stockholder incurred in connection with a Drag-along Sale and Blackstone for the benefit of all Stockholders (whether pursuant it being understood that costs incurred by or on behalf of a Dragging Stockholder for its sole benefit will not be considered to a representationbe for the benefit of all Stockholders), warranty, covenant, indemnification provision to the extent not paid or agreement) for liabilities in respect of reimbursed by the Company or such Third Party Purchaser, shall be evidenced in writings executed shared by them and all the Third Party and shall be borne by each of them Stockholders on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) , based on the aggregate number of shares owned consideration received by Blackstone each Stockholder; provided, that no Stockholder shall be obligated to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately make or reimburse any out-of-pocket expenditure prior to the contemplated Transfer consummation of the Drag-along Sale. (f) Each Stockholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Dragging Stockholder. (iig) The Dragging Stockholder shall have 90 days following the total number date of Initial Option Sharesthe Drag-along Notice in which to consummate the Drag-along Sale, on the terms set forth in the Drag-along Notice (which such 90 day period may be extended for a reasonable time not to exceed an additional 30 days to the extent reasonably necessary to obtain any Government Approvals). If at the end of such period, the Dragging Stockholder has not completed the Drag-along Sale, the Dragging Stockholder may not then effect a transaction subject to this Section 3.03 without again fully complying with the provisions of this Section 3.03.

Drag-Along Rights. Solely Subject to the rights of the Series A Investors set forth in Section (B)6 of the Series A Certificate of Designation, if at any time after the second anniversary of the date hereof, (i) the Board of Directors, (ii) Stockholders holding a majority of the then outstanding shares of Voting Stock (on a Fully Diluted Basis) and (iii) Series A Investors holding a majority of the outstanding Series A Share Equivalents approve a sale of all or substantially all of the Company’s assets determined on a consolidated basis or a sale of all or substantially all of the Company’s outstanding capital stock (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to an Independent Third Party or group of Independent Third Parties (collectively, an “Approved Sale”), each Stockholder will vote for, consent to and raise no objections to and execute all necessary documentation with respect to such Approved Sale. If the Approved Sale is structured as (i) a merger or consolidation, each Stockholder will waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation, or (ii) a sale of Stock, each Stockholder will agree to sell all of his, her or its shares of Stock and rights to acquire shares of stock on the terms and conditions approved by the Board of Directors. Each Stockholder will take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Company. The obligations of the Stockholders with respect to the Initial Option SharesApproved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, so long each Stockholder will receive the same form of consideration and the same portion of the aggregate consideration that such Stockholder 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 the Certificate of Incorporation as this Appendix A shall remain in effect immediately prior to such Approved Sale; (ii) if any holders of Common Stock are given an option as to the form and Blackstone beneficially owns not less than one-fourth amount of consideration to be received, each holder of Common Share Equivalents will be given the same option; and (iii) each 15% Owner will be given an opportunity to convert any Series A Stock held by it into Common Stock prior to the consummation of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") Approved Sale and to purchase 50% or more of the include shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included so acquired in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesApproved Sale.

Drag-Along Rights. Solely with respect (a) Prior to an IPO, in the event that the Board and members holding at least 50% of the Company’s outstanding Ordinary Shares and Preference Shares, voting together as a single class on an as-converted basis (the “Accepting Members”), approve a Deemed Liquidation Event in which the aggregate consideration to be paid to the Initial Option Sharesshareholders of the Company, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less any required withholding, holdbacks or escrows, is no less than one-fourth US$700,000,000 (an “Approved Sale”), then the remaining members (collectively, the “Remaining Members”) shall each consent to, vote for and raise no objections to the Approved Sale. If the Approved Sale will take the form of an asset sale, merger or consolidation, the Common Stock owned by Blackstone on Remaining Members shall vote in favor of such transaction and shall waive any appraisal rights or dissenters’ rights in connection with such transaction. If the date hereof, if Blackstone receives, in Approved Sale is structured as a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more sale of the shares of Common Stock the Company, each Remaining Member shall agree to sell all shares in the Company then owned held by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon Remaining Member on the terms and conditions approved by the Accepting Members. All shares transferred by the Remaining Members pursuant to this Section 3.10 shall be sold at the same price and otherwise treated identically with the shares of the offer (including without limitation time of payment same class and form of consideration) applicable to Blackstone, provided that series being sold by the Shareholder must agree to make to Accepting Members in all respects. The Remaining Members shall each take such actions as may be reasonably required and otherwise cooperate in good faith with the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make Accepting Members in connection with consummating the proposed Transfer; Approved Sale, including the execution of such agreements and provided furthersuch instruments and other actions reasonably necessary to effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale. (b) The Accepting Members shall give the Remaining Members at least ten (10) days prior written notice of any Approved Sale as to which the Accepting Members intend to exercise their rights under this Section 3.10 (which 10-day period may be shortened or waived by holders of a majority of the shares held by all of the Remaining Members, that all representations and warranties voting together as a single class on an as-converted basis). Such notices shall be made delivered by the Shareholder and Blackstone severally and not jointly and that Accepting Members to the liability Company to the attention of the Shareholder President, and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall thereupon cause such notices to be evidenced transmitted to each Remaining Member at its registered address maintained with the Company. Charges for such transmittal shall be against the account of the Accepting Members, who will be required to indicate the method of transmission to be used by the Company in writings executed this regard (e.g., regular post, express courier, etc.). The Company may require advance payment of funds from the Accepting Members to cover the costs of transmitting such notices. (c) In furtherance of the foregoing, the Company is authorized to sell the shares held by them the Remaining Members on behalf of the Remaining Members, and pursuant to such authorization, may execute all documents necessary to effectuate the sale and transfer of such shares on behalf of the Remaining Members. Notwithstanding the foregoing provisions of this Section 3.10, the Remaining Members shall not be obligated to sell their shares, and the Third Party Company shall not be authorized to sell the shares held by the Remaining Members in accordance with the preceding sentence, if the Accepting Members do not complete the Approved Sale on terms and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up conditions that are in all material respects identical to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included those specified in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharesnotice.

Drag-Along Rights. Solely with respect (a) If at any time the Stockholders owning Shares representing at least a majority of the voting rights of the Company’s outstanding Shares (the “Selling Stockholders”) approve a sale of the entire Company to a Person that is not an Affiliate (the “Purchaser”), whether such sale is structured as a sale of all of the Company’s outstanding Shares, a sale of all or substantially all of the assets of the Company within the meaning of Section 271 of the Delaware General Corporation Law, or as a merger, consolidation or otherwise (any of the foregoing, an “Approved Sale”), then each Stockholder shall, if requested by the Selling Stockholders, be obligated to sell such Stockholder’s Shares to the Initial Option SharesPurchaser on the same terms and conditions. (b) If the Selling Stockholders desire to exercise the rights set forth in this Section 9, so long as this Appendix A the Selling Stockholders shall remain in effect and Blackstone beneficially owns not less than onegive written notice to each Stockholder (the “Drag-fourth Along Notice”) at least 20 days prior to the anticipated closing date of the Common Stock owned Approved Sale. (c) If requested by Blackstone on the date hereofSelling Stockholders, if Blackstone receiveseach other Stockholder shall (i) vote for, consent to and/or not raise objections against the Approved Sale, (ii) waive (to the extent applicable) any dissenter’s rights, appraisal rights or similar rights in a privately negotiated transactionconnection with such Approved Sale, an offer from a person other than and (iii) take all necessary and desirable actions in connection with the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more consummation of the shares Approved Sale as reasonably requested by the Selling Stockholders, including, without limitation, (A) exercising any warrants or conversion privileges, (B) entering into a purchase agreement or other similar agreement in connection with the sale of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number Stockholders’ Shares under this Section 9 (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same which agreement shall contain standard representations, warranties, covenantscovenants and indemnities by the Stockholder for the benefit of the Purchaser), indemnities and agreements that Blackstone agrees (C) delivering such Stockholder’s share certificate(s) (accompanied by duly executed stock powers or other instruments of transfer duly endorsed in blank) representing such Stockholder’s Shares to make in connection with the proposed Transfer; Selling Stockholders or to an agent designated by the Selling Stockholders. In any Approved Sale, each Stockholder shall receive the same form of consideration, and provided furtherif any Stockholder is given an option as the amount and form of consideration to be received, that all representations and warranties then each Stockholder shall be made by given the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharessame option.

Drag-Along Rights. Solely If the holders of a majority of the outstanding Sponsor Stock approve the Sale of the Company to an Independent Third Party involving the sale of 100% of the outstanding Common Stock or the sale of all or substantially all of its assets, whether by merger, consolidation, sale of all of the outstanding Common Stock or otherwise (an "APPROVED SALE"), the Stockholders shall consent to and raise no objections against such Approved Sale (including exercising any rights of appraisal) and shall take all necessary and desirable actions in their capacities as stockholders in connection with the consummation of such Approved Sale. If the Approved Sale is structured as a sale of stock, the Stockholders shall agree to sell all of their shares of Common Stock and rights to acquire shares of Common Stock on the terms and conditions approved by the holders of Sponsor Stock. The obligations of the Stockholders with respect to any Approved Sale are subject to the condition that, upon the consummation of such Approved Sale, all of the holders of Common Stock will receive the same form and amount of consideration per share of Common Stock or, if any holders are given an option as to the form and amount of consideration to be received, all holders will be given the same option. The obligation of Fir Tree to participate in such Approved Sale shall be subject to the further conditions that (x) the consideration receivable by the Stockholders in such Approved Sale shall consist entirely of cash and/or securities of an issuer with a market capitalization of $250,000,000 or more that are either listed on a national securities exchange or traded on the Nasdaq National Market System, (y) the securities received in such transaction (if any) by the Stockholders shall not exceed 20% of the total trading volume of such securities during the 45-day period prior to such receipt and shall otherwise be freely tradeable (except to the extent they are subject to Rule 145 under the Securities Act of 1933, as amended), and (z) the Company shall have received a favorable fairness opinion with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect Approved Sale from an independent investment banking firm of national standing that is mutually acceptable to VSA and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesFir Tree.

Drag-Along Rights. Solely with respect (a) If (i) the Majority Stockholders desire to the Initial Option SharesTransfer for value (including, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereofwithout limitation, if Blackstone receivesfor cash, equity securities or notes), in a privately negotiated transactiontransaction or series of related transactions all of their Shares to an unaffiliated third party (“Stockholder Sale”) and such Stockholder Sale is unanimously approved by the Board, and/or (ii) the Board unanimously approves a sale of the Company to an offer from unaffiliated third party (whether by merger, consolidation, reorganization, sale of all or substantially all of the Company’s assets, sale of a person other than the Shareholder or any number of his affiliates (Shares equal to a "Third Party") to purchase 50% majority or more of the shares issued and outstanding Shares, or other form of Common Stock then owned business combination) (“Company Approved Sale”),each Stockholder shall (subject to the further provisions of this Section 4.1 including, without limitation, the payment of the consideration set forth herein) consent to and raise no objection against such Stockholder Sale or Company Approved Sale and, if applicable, waive any dissenters’ rights, appraisal rights or similar rights. Notwithstanding the above, a Stockholder Sale or Company Approved Sale shall only require approval of a majority of the Board, and the approval of the Majority Stockholders in the case of a Stockholder Sale, if the consideration to be received by Blackstone the NZ Stockholders in connection with such Stockholder Sale or Company Approved Sale reflects a total valuation of the Company of at least $25,000,000. Upon demand of the Company or the Majority Stockholders, as the case may be, each Stockholder shall take (subject to the further provisions of this Section 4.1, including, without limitation, the payment of the consideration set forth herein) all reasonably necessary and desirable actions to facilitate the consummation of the Stockholder Sale or Company Approved Sale, as the case may be, including, but not limited to, the release of information and documentation and execution of such agreements and such offer is accepted by Blackstone, then, at instruments that are customarily executed and delivered in such transactions and the request taking of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (such other actions as defined below) of the Initial Option Shares are reasonably necessary or reasonably requested to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same provide representations, warranties, covenantsindemnities, indemnities covenants and other obligations in connection with such Stockholder Sale or Company Approved Sale, as the case may be, and each Stockholder agrees to Transfer all of its, his or her Shares to such unaffiliated third party at the same consideration per Share and upon the same terms and conditions as those provided for in the Stockholder Sale or Company Approved Sale, as the case may be, and to pay a pro rata portion of all reasonable and customary out-of-pocket transaction expenses not otherwise paid (or required to be paid) by the Company (but in any event not in excess of the pro rata net sale proceeds received by such Stockholder pursuant to such Stockholder Sale or Company Approved Sale) and to accept and assume a proportionate share (based on Shares Transferred by him, her or it in the transaction) of liability for breaches of representations, warranties, indemnities, covenants and agreements and other obligations of the Company in connection therewith whether by way of several liability to the unaffiliated third party or a contribution agreement among the Stockholders; provided, however, that Blackstone agrees the liabilities of such Stockholder with respect to such representations, warranties, indemnities, covenants and agreements and other obligations shall not exceed the pro rata net sale proceeds received by such Stockholder pursuant to such Stockholder Sale or Company Approved Sale. The only representations and warranties that a Stockholder shall be required to make in connection with such Stockholder Sale or Company Approved Sale are with respect to his, her or its ownership of the proposed TransferShares to be sold by him, her or it (including his, her or its ability to convey title free and clear of all liens, encumbrances, adverse claims or similar restrictions; no conflicts with agreements to which he, she or it is a party; no conflicts with law; authority; and enforceability); provided further, that all no Stockholder shall be liable (on a pro rata basis or otherwise) for the breach of the representations and warranties of any other Stockholder made in its individual capacity as to its individual ownership, authorization and other related matters which apply only to such Stockholder. (b) On the date set forth in the demand for the closing of the sale of such Shares (which date shall be made by no sooner than twenty (20) days after the Shareholder and Blackstone severally and not jointly and that the liability date of the Shareholder demand), each Stockholder shall deliver certificates representing its, his or her Shares (or an appropriate affidavit of loss in lieu thereof), or, in the case of any warrant for Shares, such warrant together with the related exercise agreement, in each case duly endorsed for Transfer, to such third party at the Company’s principal office or such other place as the Company or the Majority Stockholders shall elect, and Blackstone such third party shall pay to such Stockholder its, his or her pro rata portion of the purchase price (whether pursuant including, without limitation, any consideration payable to the Company by such third party) in the same form as paid to the Majority Stockholders. It is a representationcondition to the consummation of any such Stockholder Sale or Company Approved Sale that each Stockholder shall receive the benefits of the same terms and conditions in connection with such Stockholder Sale or Company Approved Sale, warranty, covenant, indemnification provision or agreement) for liabilities including the same amount and form of consideration received by each other Stockholder in respect of the Shares (whether directly from the third party purchaser or upon any distribution of consideration payable to the Company by such third party purchaser), including any election as to the form of consideration (including with respect to any offered rollover). If any Stockholder fails to deliver the Shares (or an appropriate affidavit of loss in lieu thereof) held by it, him or her pursuant to the terms of this Section 4.1, such Stockholder thereafter shall have no voting rights, shall not be evidenced in writings executed entitled to any dividends or other distributions with respect to Shares held by them and the Third Party him or her, and shall be borne by each no longer have any rights or privileges granted to Stockholders of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesCompany under this Agreement or otherwise.

Drag-Along Rights. Solely with respect If a SAIF Shareholder wishes to the Initial Option Shares, so long as this Appendix A shall remain in effect accept an offer for that SAIF Shareholder to sell some or all of its Equity Shares or ADSs to one or more Third Party Purchasers and Blackstone beneficially owns not less than one-fourth to include some or all of the Common Stock owned Equity Shares of the other Shareholders in such sale and the consent to such a sale is given by Blackstone on the date hereofholders of a three fourths majority of the aggregate of the Equity Shares held by the SAIF Shareholders and the VentureTech Shareholders, if Blackstone receives, in then the SAIF Shareholder may send a privately negotiated transaction, an offer from a person other than written notice (the Shareholder or any of his affiliates (a "Third PartyDrag-Along Notice") to purchase 50% or more SCS and VentureTech (the "Drag-Along Sellers") specifying (i) the name of the shares Third Party Purchasers, (ii) the consideration payable per Equity Share (which shall be the same for all Shareholders), (iii) the number of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Equity Shares to such Third Party upon Purchasers wish to purchase, (iv) a summary of the material terms of such purchase and the other material terms of such purchase applicable to the Drag-Along Sellers, such material terms to be the same as the equivalent terms applicable to the Drag-Along Seller ("Drag-Along Shares") and (iv) a certificate signed by the SAIF Shareholder and the proposed Third Party Purchasers addressed to the Drag-Along Sellers stating that such consideration has been negotiated on an arms length basis and no other consideration for Equity Shares is payable by the Third Party Purchasers to the SAIF Shareholder; and (v) a letter from an independent internationally recognised investment bank retained by the SAIF Shareholder confirming that the consideration payable per Equity Share is fair and reasonable. Upon receipt of a Drag-Along Notice, each Drag-Along Seller shall be obligated to (i) sell such a number of its Equity Shares determined by (x) dividing the number of its Equity Shares by the aggregate of all Equity Shares held by the Drag-Along Shareholders and the SAIF Shareholder, and (y) multiplying that fraction by the Drag-Along Shares; free of any Encumbrance, in the transaction contemplated by the Drag-Along Notice on the same terms and conditions as the SAIF Shareholder (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action to cause the consummation of such transaction, including voting its Equity Shares in favor of such transaction and not exercising any approval or voting rights in connection therewith in a manner contrary to the completion of the offer transaction. Each Drag-Along Seller (i) further agrees to take all actions (including without limitation time of payment and form of considerationexecuting documents) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with consummation of the proposed Transfer; transaction as may reasonably be requested of it by SAIF and provided further(ii) hereby appoints the SAIF Shareholder, that all representations and warranties shall be made by as its attorney-in-fact to do the Shareholder and Blackstone severally and not jointly and that same on its behalf. Subject to the liability execution of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of reasonable confidentiality agreement between the Company shall be evidenced in writings executed by them and the Third Party Purchaser(s) the Company and the Selling Shareholders shall facilitate all reasonable due diligence by the Third Party Purchaser(s) and their advisors in relation to such acquisition provided that such due diligence by a Competitor shall be borne by each subject to such additional restrictions as the Board may reasonably impose to protect the confidential information of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesCompany from any misuse.

Drag-Along Rights. Solely 6.1 If, at any time, Stockholders holding 50.1% of the outstanding Shares of the Company (the "Approving Holders") shall approve a proposal for (i) the sale of capital stock of the Company, (ii) the merger or consolidation of the Company, or (iii) the sale by the Company or its subsidiaries of all or substantially all of their assets (each, an "Approved Sale"), then the Approving Holders (or their designated representative) may deliver a notice (a "Required Sale Notice") with respect to such Approved Sale to each other Stockholder stating that such Stockholders have approved or propose to effect the Initial Option Shares, so long as this Appendix A shall remain in effect Approved Sale and Blackstone beneficially owns not less than one-fourth providing the identity of the Common Stock owned persons involved in such Approved Sale and the terms thereof. Each such Stockholder, upon receipt of a Required Sale Notice, shall be obligated, which obligation shall be enforceable by Blackstone the Approving Holders, to (i) sell their Shares and participate in the Approved Sale, (ii) consent to, vote for and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (iii) waive any dissenters' or appraisal rights and similar rights with respect thereto, (iv) if the Approved Sale is structured as a sale of stock, agree to sell all of their Shares on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions approved by the Approving Stockholders, and (v) otherwise take all necessary action to cause the Company and the Stockholders to consummate the Approved Sale. Any such Required Sale Notice may be rescinded by such Approving Holders by delivering written notice thereof to all of the offer (including Stockholders. 6.2 The Stockholders will take all necessary and desirable actions in connection with the consummation of any Approved Sale including, if such Approved Sale is structured as a sale of assets, actions necessary to cause the orderly liquidation of the Company following the consummation of such Approved Sale, including, without limitation time limitation, the making of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenantscovenants and undertakings (all of which representations, indemnities warranties, covenants and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties undertakings shall be made by the Shareholder and Blackstone severally several and not jointly joint, and that the liability of the Shareholder and Blackstone (whether pursuant shall apply to a representationeach such Stockholder only in his, warranty, covenant, indemnification provision her or agreement) for liabilities in respect its capacity as Stockholder of the Company (and shall not apply to the Company itself)) to the prospective transferee(s) in such Approved Sale as the Approving Holders. 6.3 The obligations of the Stockholders with respect to the Approved Sale are subject to the satisfaction of the condition that upon the consummation of the Approved Sale, the consideration received in the Approved Sale shall be evidenced distributed among all of the holders of capital stock of the Company in writings executed by them and the Third Party and shall manner in which such proceeds would be borne by each distributed in a complete liquidation of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up the Company pursuant to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included rights and preferences set forth in the contemplated Transfer by (B) Certificate of Incorporation of the aggregate number of shares owned by Blackstone Company as in effect immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharessuch Approved Sale. Consideration received in an Approved Sale shall be deemed to include all consideration received by any Stockholder in any transaction that is consummated substantially contemporaneously with such Approved Sale.

Drag-Along Rights. Solely (a) If at any time the Managing Member and/or its Affiliates desire to Transfer (other than a pledge, encumbrance, hypothecation or mortgage) in one or more transactions all or any portion of its and/or their Membership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Managing Member (an “Applicable Sale”), the Managing Member can require each other Member and Assignee to sell the same ratable share of its Membership Interests as is being sold by the Managing Member and such Affiliates (based upon the total Membership Interests held by the Managing Member and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Managing Member may in its sole discretion elect to structure or cause 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 Non-Managing Member or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with respect such merger or consolidation or (ii) as a sale of assets, then no Non-Managing Member may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Non-Managing Member and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Managing Member of its Drag-Along Right pursuant to this Section 7.4, each Non-Managing Member and Assignee shall take all reasonably necessary and desirable actions approved by the Managing Member in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to 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 Non-Managing Members and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Managing Member or its Affiliates, (B) such Non-Managing Members and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Company or its Affiliates in connection with such Applicable Sale unless and to the Initial Option Sharesextent that such expenses, so long as this Appendix A shall remain in effect costs and Blackstone beneficially owns not less than one-fourth fees were incurred for the benefit of the Common Stock owned Company or all of its Members, (C) such Non-Managing Members and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by Blackstone on the date hereofCompany and the Non-Managing Members as sellers in respect of such Applicable Sale, if Blackstone receivesand (D) any indemnities or other liabilities approved by the Managing Member shall be limited, in a privately negotiated transactionrespect of each Non-Managing Member, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more such Non-Managing Member’s share of the shares proceeds from the Applicable Sale. (b) At least five (5) Business Days before consummation of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstonean Applicable Sale, the Shareholder agrees that he will Transfer Managing Member shall (i) provide the Non-Managing Members and Assignees written notice (the “Applicable Number (as defined belowSale Notice”) of such Applicable Sale, which notice shall contain (A) the Initial Option Shares to such Third Party upon name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of such purchaser’s offer, together with a copy of any binding agreement with respect to such Applicable Sale and (C) notification of whether or not the offer (including without limitation time of payment and form of consideration) applicable Managing Member has elected to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer exercise its Drag-Along Right and (ii) promptly notify the total number Non-Managing Members and Assignees of Initial Option Sharesall proposed changes to such material terms and keep the Non-Managing Members and Assignees reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver to the Non-Managing Members and Assignees copies of all final material agreements relating thereto not already provided in according with this Section 7.4(b) or otherwise. The Managing Member shall provide the Non-Managing Members and Assignees written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescinded.

Drag-Along Rights. Solely (a) In the event an Approved Sale is agreed to by at least two Stockholders, who on the date such Approved Sale is agreed to by them own, in the aggregate, more shares of the outstanding Common Stock than are then owned by the third Stockholder, the Corporation shall deliver twenty (20) days' prior written notice of the Approved Sale to each Stockholder. Each Stockholder shall vote for and consent to and shall raise no objections to, bring a claim against or contest such Approved Sale. If such Approved Sale is structured as (i) a merger or consolidation, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation; or (ii) a sale of stock, each Stockholder shall sell his Stockholder Shares on the terms and conditions approved by the Board and the holders of a majority of the Stockholder Shares then outstanding. Each Stockholder shall take such other necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Corporation. (b) The obligations of the Stockholders with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth Approved Sale of the Common Stock owned by Blackstone on Corporation described in Section 12(a) are subject to the date hereofsatisfaction of the following (i) upon the consummation of the Approved Sale, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any each Stockholder shall receive for each of his affiliates (Stockholder Shares the same form of consideration and the same amount of consideration as the holders of a "Third Party") to purchase 50% or more majority of the shares Stockholder Shares receive for each of their Stockholder Shares; (ii) if any holders of a class of Common Stock are given an option as to the form and amount of consideration to be received, each holder of such class of Common Stock shall be given the same option; and (iii) each holder of then owned by Blackstone and currently exercisable rights to acquire shares of a class of Common Stock shall be given an opportunity to either (A) exercise such offer is accepted by Blackstone, then, at rights prior to the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) consummation of the Initial Option Shares to Approved Sale or (B) receive in exchange for such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make rights consideration equal to the Third Party amount determined by multiplying (1) the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make amount of consideration per share of a class of Common Stock received by holders of such class of Common Stock in connection with the proposed Transfer; and provided further, that all representations and warranties Approved Sale less the exercise price per share of such class of Common Stock of such rights to acquire such class of Common Stock by (2) the number of shares of such class of Common Stock represented by such rights. (c) The provisions of this Section 12 shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of terminate (i) with respect to a Stockholder at such time as such Stockholder ceases to hold in excess of 10% of the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer outstanding Common Stock and (ii) upon the total number consummation of Initial Option Sharesa Qualified Public Offering.

Drag-Along Rights. Solely (a) If (i) the holders of a majority of the total issued and outstanding Ordinary Shares of the Company (excluding any Shares issued or issuable pursuant to the ESOP or other incentive programs of the Company) and (ii) the holders of at least 75% of the total issued and outstanding Preferred Shares ((i) and (ii), collectively, the “Dragging Shareholders”) have jointly approved a Trade Sale (such approved Trade Sale, a “Drag-Along Event”), the Dragging Shareholders shall have the option, but not the obligation, to issue a written notice to the other Shareholders, and: (i) in the case of Drag-Along Event that is a sale of Shares to one or more purchasers (a “Drag-Along Sale”), each Shareholder shall sell all its Shares (or in the case of a sale of less than all of the Shares, its Pro Rata Share of the Shares to be sold) to the prospective purchaser or purchasers on the terms and conditions approved by the Dragging Shareholders, and for such purpose each of the other Shareholders shall, within 15 days after receipt of the notice specified above, deliver to the Company the endorsed share certificates and corresponding instruments of transfer, undated and executed in blank, representing all of the Shares held by such Shareholder, and the relevant letter of authority to the Company to dispose of the Shares as appropriate; (ii) in the case of a Drag-Along Event that is (1) a sale of all or substantially all of the Group Companies’ assets or an exclusive licensing of all or substantially all of the Group Companies’ intellectual property or (2) a merger or consolidation or other transaction effecting a sale of the Company or a Controlling interest in the Company, including without limitation by way of a scheme or arrangement or similar business combination (any of (1) and (2), a “Sale Transaction”), each other Shareholder shall (x) vote its Shares in favor of such Sale Transaction in the terms approved by the Board, in any vote of the Shareholders on such matter, (y) cause its designated Director(s) on the Board (as applicable) to vote in favor of the Sale Transaction and (z) otherwise take all actions necessary or appropriate to facilitate such Sale Transaction; and (iii) each Shareholder shall waive all rights of appraisal it, he or she may have under applicable law with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than oneDrag-fourth of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, Along Event. (b) The Shareholders selling their Shares in a privately negotiated transaction, an offer from a person Drag-Along Sale other than the Shareholder or any of his affiliates Dragging Shareholders (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstonetogether, the Shareholder agrees that he will Transfer the Applicable Number (as defined below“Drag-Along Shareholders”) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must shall agree to make or agree to the Third Party the same customary representations, warranties, covenants, indemnities and agreements that Blackstone agrees as the Dragging Shareholders so long as they are made severally and not jointly, and the liabilities thereunder are borne on a pro rata basis based on the consideration to make be received by each such Shareholder and in any event shall not exceed such Shareholder’s net proceeds from the Drag-Along Sale. Any representation relating specifically to a Dragging Shareholder or Drag-Along Shareholder shall be made only by such relevant Shareholder and any indemnity given with respect to such representation shall be given only by such relevant Shareholder. Each Dragging Shareholder and Drag-Along Shareholder shall be responsible for funding its pro rata share of (i) any escrow arrangements (if any) in connection with the proposed Transfer; and provided furtherDrag-Along Sale and, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up subject to the nearest whole number) equal to the product foregoing sentence, for its proportionate share of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer any withdrawals therefrom, and (ii) any fees, commissions, adjustments to purchase price, expenses and costs in connection with the total number Drag-Along Sale. No Shareholder or Affiliate of Initial Option Sharesany Shareholder shall have any liability to any other Shareholder or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Transfer pursuant to this Section 3.6, except to the extent such Shareholder shall have failed to comply with the provisions of this Section 3.6. (c) Solely for purposes of Section 3.6(a)(ii) and in order to secure the performance of each Drag-Along Shareholder’s obligations under Section 3.6(a)(ii), each Drag-Along Shareholder hereby irrevocably appoints each other Shareholder that qualifies as a Drag-Along Proxy Holder (as defined below) as the attorney-in-fact and proxy of such Drag-Along Shareholder (with full power of substitution) to vote or provide a written consent with respect to its Shares as described in this Section 3.6(c) if, and only in the event that, such Drag-Along Shareholder fails to vote or provide a written consent with respect to its Shares in accordance with the terms of Section 3.6(a)(ii) (each such Shareholder, a “Breaching Drag-Along Shareholder”) within three (3) days of a request for such vote or written consent. Upon such failure, the Dragging Shareholders shall have and are hereby irrevocably granted a proxy to vote or provide a written consent with respect to each such Breaching Drag-Along Shareholder’s Shares for the purposes of taking the actions required by Section 3.6(a)(ii) (the Dragging Shareholders in such capacity, the “Drag-Along Proxy Holder”). Each Shareholder intends this proxy to be, and it shall be, irrevocable and coupled with an interest, and each Drag-Along Shareholder 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 matters set forth in Section 3.6(a)(ii) with respect to the Shares owned by such Shareholder. (d) For the avoidance of doubt, Sections 3.4 and 3.5 shall not apply in the event of a Drag-Along Event. (e) Notwithstanding the provisions provided in this Section 3, the prior written approval of Bitauto is required if the Trade Sale is to a Company Restricted Person, the prior written approval of Tencent is required if the Trade Sale is to a Tencent Restricted Person, and the prior written approval of JD is required if the Trade Sale is to a JD Restricted Person.

Drag-Along Rights. Solely with respect to 6.1 If the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth Stockholders owning at least 51% of the Common Stock owned (the "Requisite Stockholders") approve a sale of the Company or substantially all of its assets to a third party in an arm's-length transaction in which such purchaser is not the Company or an Affiliate of the Company (an "Approved Sale"), whether by Blackstone way of merger, consolidation, sale of stock or assets, or otherwise, all Stockholders shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (i) a merger or consolidation of the Company, or a sale of all or substantially all of the Company's assets, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) a sale of the stock of the Company, the Stockholders shall agree to sell their capital stock on the date hereofterms and conditions approved by the Requisite Stockholders. The Stockholders shall take all necessary and desirable actions approved by the Requisite Stockholders in connection with the consummation of the Approved Sale, if Blackstone receives, in a privately negotiated transaction, an offer from a person including the execution of such agreements and such instruments and other than the Shareholder or any of his affiliates actions reasonably necessary (a "Third Party"i) to provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale, to the extent reasonably customary in similar transactions, and (ii) to effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below; provided, however, no Stockholder shall be liable for more than his or its pro rata share (based upon the number of shares of capital stock held and not the amount of consideration received) of any liability for misrepresentation or indemnity and such liability shall not exceed the total purchase 50% price received by such Stockholder for his or more its capital stock, after taxes and expenses. Notwithstanding any provision herein to the contrary, and for the avoidance of doubt, the provisions of Section 4.1 shall be inapplicable to an Approved Sale. 6.2 The obligations of the Stockholders pursuant to Section 6.1 above are subject to the following conditions: (a) subject to Section 6.2(b) below, upon consummation of the Approved Sale, each Stockholder shall receive the same proportion of the aggregate consideration from the Approved Sale with respect to its capital stock that such Stockholder 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 the Company's Certificate of Incorporation as in effect immediately prior to such Approved Sale (giving effect to applicable orders of priority); (b) if any Stockholders are given an option as to the form and amount of consideration to be received, all Stockholders will be given the same option; (c) all holders of then currently exercisable, convertible or exchangeable Common Stock Equivalents will be given, at the option of the Company, the opportunity to either (i) exercise, convert or exchange such securities prior to the consummation of the Approved Sale (but only to the extent such Common Stock Equivalents are then currently exercisable, convertible or exchangeable) and participate in such sale as a Stockholder to the extent of the shares of Common Stock then owned by Blackstone and receivable upon such offer is accepted by Blackstoneexercise, thenconversion or exchange, at or (ii) upon the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) consummation of the Initial Option Shares to Approved Sale, receive in exchange for such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstonesecurities, provided that the Shareholder must agree to make consideration equal to the Third Party amount determined by multiplying (x) the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make amount of consideration per share of Common Stock received by the holders of shares of Common Stock in connection with the proposed Transfer; and provided furtherApproved Sale less the exercise price per Common Stock Equivalent, that all representations and warranties shall be made if any, by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (iy) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone of Common Stock for which such Common Stock Equivalents are then currently exercisable, convertible or exchangeable; (d) no Stockholder shall be obligated to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately make any out-of-pocket expenditure prior to the contemplated Transfer consummation of the Approved Sale (excluding modest expenditures for postage, copies, etc.) and no Stockholder shall be obligated to pay more than his or its pro rata share (iibased upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale to the extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by the Company or the acquiring party, provided that a Stockholder's liability for such expenses shall be capped at the total number purchase price received by such Stockholder for his or its capital stock; and (e) Stockholders holding less than 10% of Initial Option Sharesthe Company's capital stock shall not be required to provide any representations or indemnities in connection with the Approved Sale, other than representations and indemnities concerning such Stockholder's valid ownership of his or its capital stock, free and clear of all liens, encumbrances and adverse claims, such Stockholder's authority, power and right to enter into and consummate such purchase or merger agreement without violating any other agreement and other representations and indemnities which are individual to such Stockholder.

Drag-Along Rights. Solely (a) If: (i) on 9 September 2021, the ACP Holders together with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns their respective Affiliates still hold not less than one-fourth 10% of the Common Stock owned total share capital of the Company at that time (calculated on an as-converted and as-exchanged basis); or (ii) Mr. Xuan ceases to be a Director or senior manager of CAG, AACL shall have the following drag-along rights (the “Drag-Along Rights”) if it wishes to Transfer all the CAG Shares held by Blackstone it to any person (who/which shall not be AACL’s Affiliates or their respective Representatives) pursuant to a bona fide sale and purchase at any time and provided that the consideration received per CAG Share by AACL for such sale and purchase is no less than six (6) times price/earnings ratio (being the price per CAG Share offered divided by the earnings per CAG Share) as calculated based on the date hereofearnings figures from the most recent annual audited financial statements of CAG. (b) If AACL accepts an offer to purchase all its CAG Shares from any third party, if Blackstone receivesAACL may send a written notice (the “Drag-Along Notice”) to the Management Holders (the “Drag-Along Seller”) specifying the name of the purchaser, the consideration payable per CAG Share and a summary of the material terms of such purchase. Upon receipt of an Drag-Along Notice, the Drag-Along Seller shall be obligated to: (i) sell all of his CAG Shares, free of any Encumbrance, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of transaction contemplated by the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at Drag-Along Notice on the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the same terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transferas AACL; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) take all necessary action to facilitate the total number consummation of Initial Option such transaction, including voting its CAG Shares in favor of such transaction and not exercising any appraisal rights in connection therewith. The Drag-Along Seller: (i) further agrees to take all actions (including executing documents) in connection with consummation of the proposed transaction as may reasonably be requested of it by AACL; and (ii) hereby appoints AACL to be the true and lawful attorney-in-fact and agent of the Drag-Along Seller to do on behalf of the Drag-Along Seller anything that the Drag-Along Seller can lawfully do by an attorney in order to consummate the sale of its CAG Shares. The power of attorney granted by this Clause 4.7 shall be effective until the termination of this Agreement.

Drag-Along Rights. Solely with respect (a) Until such time as a Qualified Public Offering shall have been consummated (subject to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth voting rights of the Preferred Investor Common Stockholders in Section 3 and to the voting rights of directors elected by the holders of Preferred Stock owned by Blackstone on in accordance with the date hereofterms of the Certificate of Designation), if Blackstone receives, in Individual Investors (or their Permitted Transferees) holding a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more majority of the fully-diluted shares of Common Stock held by all such Individual Investors (and their Permitted Transferees) propose a sale, merger or other Transfer involving all or substantially all of the shares or assets of the Company on an arm's length basis to a third party or an affiliated group of third parties who is not (i) a Stockholder or (ii) an Affiliate of a Stockholder, and provided that such transaction is approved in accordance with the terms of this Agreement, then owned the remaining Stockholders and their Permitted Transferees (the "Remaining Stockholders") shall (subject to the voting rights of the Preferred Investor Common Stockholders in Section 3 and to the voting rights of directors elected by Blackstone the holders of Preferred Stock in accordance with the terms of the Certificate of Designation) consent to and raise no objection with respect to (and will not exercise statutory appraisal rights in connection with) such offer transaction and, if such transaction is accepted by Blackstonestructured as a sale of shares (including a sale structured as a merger, thenwhether a forward, reverse or other merger), the Remaining Stockholders will, at the request option of Blackstonea majority-in-interest of the fully-diluted shares of Common Stock held by the Individual Investors (subject to the voting rights of the Preferred Investor Common Stockholders in Section 3 and to the voting rights of directors elected by the holders of Preferred Stock in accordance with the terms of the Certificate of Designation), agree to sell their shares on the terms and conditions approved by the Board and the Stockholders entitled to cast a majority of the votes which all Stockholders are entitled to cast; provided, however, that (i) any options as to the type of consideration offered to any Individual Investor must be offered to the Remaining Stockholders, (ii) the consideration offered for any proposed Transfer must be at least 80% cash or marketable securities, (iii) at least 95% of the Stockholders other than the Remaining Stockholders, shall have agreed to, and voted in favor of, such sale and there shall be no adverse tax consequences which relate or impact only the Remaining Stockholders (as distinguished from all Stockholders) arising from such transaction. (b) To exercise the drag-along rights provided in this Section 8, the Shareholder agrees that he will Transfer Company shall first give to the Applicable Number Remaining Stockholders a written notice (as defined belowa "Drag-Along Notice") containing (i) the name and address of the Initial Option Shares proposed transferee and (ii) the proposed purchase price, terms of payment and other material terms and conditions of the proposed transferee's offer. The Remaining Stockholders shall, at the option of a majority-in-interest of the Individual Investors voting for such transaction, thereafter be obligated, subject to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable this Section 8, to Blackstone, provided that the Shareholder must agree to make sell to the Third Party the same representationsproposed transferee, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection simultaneously with the proposed Transferother Stockholders' sale, its shares. (c) At the closing of any Transfer of shares pursuant to this Section 8, the Remaining Stockholders shall enter into agreements with the purchaser of the shares containing terms substantially similar to the terms on which the Individual Investors are Transferring their shares; and provided furtherprovided, however, that all representations and warranties notwithstanding anything contained in this Agreement to the contrary, neither the Remaining Stockholders nor any of its Permitted Transferees shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant required to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) make any representations or warranties, or provide indemnification, to any person (other than representations and related indemnification regarding the quotient determined by dividing (A) due authorization to enter and to perform the aggregate number agreement of shares owned by Blackstone to be included in sale, the contemplated Transfer by (B) validity and enforceability of the aggregate number agreement of shares owned by Blackstone immediately prior Transfer, good title to the contemplated Transfer shares Transferred and regarding the absence of liens or encumbrances on the shares so Transferred), and (ii) each of the total number Remaining Stockholders' liability for breach thereof will be several and not joint, will be proportionate to the percentage of Initial Option Sharesthe fully-diluted shares it Transfers, and will be limited to any proceeds received or receivable by it arising from such Transfer. (d) Each Stockholder (or such Stockholder's transferees) shall bear its pro-rata share (based upon the percentage of shares of Common Stock Transferred) of the costs of any Transfer of shares pursuant to a sale or merger described in this Section 8 to the extent such costs are incurred for the benefit of all holders of shares and are not otherwise paid by the Company or the acquiring party, with the understanding that the Company shall pay such costs unless prohibited from doing so by the terms of the transaction. Costs incurred by Stockholders (or their transferees) on their own behalf shall not be considered costs of the transaction hereunder.

Drag-Along Rights. Solely (a) Notwithstanding the provisions of Section 3, above, but subject to the following provisions of this Section 4, if at any time following the date hereof, a majority of the Company’s Board of Directors and holders of a majority of the voting rights with respect to the Initial Option SharesShares then outstanding (voting as a single class) (the “Majority Stockholders”) shall vote or otherwise enter into an agreement to (A) sell in a bona fide arms’ length transaction all of the Shares owned by the Majority Stockholders to any independent third party, so long person or group of persons who are not affiliated with the Majority Stockholders (an “Outsider”), or (B) an agreement to enter into a bona fide arms’ length transaction pursuant to which the Company agrees to merge with or into another entity or agrees to sell all or substantially all of the assets of the Company to another independent, third party entity that is not affiliated with the Majority Stockholders (in each case, a “Corporate Transaction”), then the Majority Stockholders may require that each Stockholder sell all of the Shares owned by such Stockholder to such independent third party, person or group of persons at the same price per share and on the same terms and conditions as are applicable to the proposed sale by such Majority Stockholders and/or vote such securities in favor of the Corporate Transaction. Each Stockholder hereby grants to Compass or its designee an irrevocable proxy, coupled with an interest, to vote all shares of capital stock owned by the Stockholder and to take such other actions to the extent necessary to carry out the provisions of this Appendix A shall remain Section 4 in effect and Blackstone beneficially owns the event of any breach by the Stockholder of its obligations hereunder. (b) In order to exercise the rights under this Section 4, the Majority Stockholders must give notice to each Stockholder (other than the Majority Stockholders) not less than one-fourth thirty (30) days prior to the proposed date upon which the contemplated Corporate Transaction is to be effected. (c) The obligations of the Common Stock owned Stockholders pursuant to this Section 4 are subject to the satisfaction of the following conditions: (i) upon the consummation of the Corporate Transaction, each Stockholder shall receive the same proportion of the aggregate consideration from such Corporate Transaction (including in such aggregate consideration the amount of any non-competition payments or finders, brokers, consulting or similar fees to be received by Blackstone on the date hereofMajority Stockholders) that such Stockholder 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 the Company’s certificate of incorporation as in effect immediately prior to the entrance into the first agreement entered into in connection with, and prior to, such Corporate Transaction (giving effect to applicable orders of priority); (ii) if Blackstone receivesany holders of a class or series of capital stock are given an option as to the form and of consideration to be received, each other holder of such class or series shall be given the same option; (iii) the Corporate Transaction must be a bona fide, arms’ length transaction; (iv) the purchaser, acquirer or similar counterparty in a privately negotiated transaction, an offer from a person other than the Shareholder or Corporate Transaction must not be affiliated with any of his affiliates (the Majority Stockholders, including, without limitation, that the purchaser, acquirer or similar counterparty must not, directly or indirectly, be a "Third Party") to purchase 50% stockholder, officer, director, partner, member or more manager of any of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at Majority Stockholders; (v) prior to the request of BlackstoneCorporate Transaction, the Shareholder agrees that he will Transfer purchaser, acquirer or similar counterparty in the Applicable Number (as defined below) Corporate Transaction must not, directly or indirectly, control, be controlled by, or be under common control with, any of the Initial Option Shares to such Third Party upon the terms and conditions of the offer Majority Stockholders; (including without limitation time of payment and form of considerationvi) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make if any Stockholder obtains in connection with the proposed Transfer; and provided furtherCorporate Transaction any contractual rights, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability such as registration rights, rights of the Shareholder and Blackstone (whether pursuant to a representationco-sale, warrantypreemptive rights, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and like, each other Stockholder shall receive substantially commensurate contractual rights in connection with such Corporate Transaction; (vii) each Stockholder shall only be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up obligated to the nearest whole number) equal make representations or warranties in any such Corporate Transaction as to the product of (i) the quotient determined by dividing such Person’s (A) title and ownership of the aggregate number of shares owned by Blackstone Shares to be included in the contemplated Transfer sold by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and such Person, (ii) authorization, execution and delivery of relevant documents by such Person, and (iii) the enforceability of relevant documents against such Person; and (viii) in the event that all of the Stockholders are required to provide any representations or indemnities in connection with the Corporate Transaction, each Stockholder shall not be liable for more than such person’s pro rata share (based upon the amount of consideration received) of any liability for misrepresentation or indemnity and such liability shall not exceed both the total number purchase price or consideration received by such Stockholder for such person’s Shares in such Corporate Transaction and such Stockholders’ pro rata share of Initial Option Sharesany escrow established in connection with any such Corporate Transaction.

Drag-Along Rights. Solely (a) Each Stockholder shall transfer all, but not less than all Shares then owned by such Stockholder, in connection and together with the sale of all, but not less than all of the Shares then owned by Apollo and its Affiliates and the Other Stockholders in a bona fide transaction (a "Drag Transaction") to any person who is not an Affiliate of Apollo (a "Purchaser"). Prior to consummating any Drag Transaction, Apollo will deliver to each Other Stockholder a written notice (a "Sale Notice") specifying (i) the nature and aggregate amount of consideration (the "Sale Price") to be paid to the Stockholders upon the consummation of the Drag Transaction, (ii) the identity of the Purchaser, and (iii) all other material terms of such proposed Drag Transaction, including the proposed date of the closing of the Drag Transaction (the "Drag Transaction Closing Date"). On the Drag Transaction Closing Date, each Stockholder shall sell to the Purchaser 100% of the Shares then held by such Stockholder on the terms and subject to the conditions set forth in the Sale Notice. If any Stockholder fails to deliver certificates representing its Shares as required by this Section 6.3, such Stockholder (i) shall not be entitled to the consideration it is to receive in the Drag Transaction until it cures such failure (provided, that after curing such failure it shall be so entitled to such consideration without interest), (ii) shall for all purposes be deemed no longer to be a stockholder of the Company and have no voting rights, (iii) shall not be entitled to any dividends or other distributions declared after the Drag Transaction Closing Date with respect to the Initial Option SharesShares held by it, so long as (iv) shall have no other rights or privileges granted to Stockholders under this Appendix A shall remain or any future agreement and (v) in effect and Blackstone beneficially owns not less than one-fourth the event of liquidation of the Common Stock owned by Blackstone on the date hereofCompany, its rights with respect to any consideration it would have received if it had complied with this Section 6.3, if Blackstone receivesany, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make shall be subordinate to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties rights of any equity holder. This Section 6.3 shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up inure to the nearest whole number) equal benefit of, and be enforceable by, Apollo and its Related Persons. "Related Person" means, with respect to the product of any person, (i) the quotient determined by dividing (A) the aggregate number any Affiliate of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and such person, (ii) the total number any investment manager, investment advisor or general partner of Initial Option Sharessuch person, and (iii) any investment fund, investment account or investment entity whose investment manager, investment advisor or general partner is such person or a Related Person of such person.

Drag-Along Rights. Solely (a) If the LPA Investment Stockholders approve a Sale of the Corporation (an "Approved Sale"), all Stockholders shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a merger or consolidation of the Corporation, or a sale of all or substantially all of the Corporation's assets, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (B) a sale of the Stock of the Corporation, the Stockholders shall agree to sell their Shares on the terms and conditions approved by the LPA Investment Stockholders. Subject to the satisfaction or waiver of the other conditions set forth herein, the Stockholders shall take all necessary and desirable actions approved by the LPA Investment Stockholders as the case may be, in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (1) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements (the terms of which shall not exceed three years from the date of the closing of such transaction), escrow agreements and other provisions and agreements relating to such Approved Sale and (2) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below. The Stockholders shall be permitted to sell their Shares pursuant to an Approved Sale without complying with the provisions of Sections 3.1 and 3.2 of this Agreement. (b) The obligations of the Stockholders pursuant to this Section 3.3(b) are subject to the satisfaction of the following conditions: (i) Upon the consummation of the Approved Sale, all of the Stockholders shall receive the same proportion of the aggregate consideration from such Approved Sale that such holders would have received if such aggregate consideration had been distributed by the Corporation in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation as in effect immediately prior to such Approved Sale (giving effect to applicable orders of priority); (ii) If any Stockholders of a class are given an option as to the form and amount of consideration to be received, all holders of such class will be given the same option; (iii) No Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Approved Sale and no Stockholder shall be obligated to pay more than his pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale to the extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by the Corporation or the acquiring party (costs incurred by or on behalf of a Stockholder for its or his sole benefit will not be considered costs of the transaction hereunder), provided that a Stockholder's liability for such expenses shall be capped at the total purchase price received by such Stockholder for his Shares and no Stockholder shall be obligated to pay any expenses in cash in excess of the cash proceeds received by such Stockholder in connection with the Approved Sale; (iv) In the event that the Stockholders are required to provide any representations or indemnities in connection with the Approved Sale (other than representations and indemnities on a several basis concerning each Stockholder's valid ownership of his Shares, free of all liens and encumbrances (other than those arising under applicable securities laws), and each Stockholder's authority, power, and right to enter into and consummate such purchase or merger agreement without violating any other agreement), then each Stockholder shall not be liable for more than his pro rata share (based upon the amount of consideration received) of any liability for misrepresentation or indemnity and such liability shall not exceed the total purchase price received by such Stockholder for his Shares, such liability shall be first satisfied solely out of any funds escrowed for such purpose and no Stockholder shall be obligated to pay any amount in cash pursuant to any such indemnity in excess of the cash proceeds received by such Stockholder from time to time in connection with the Approved Sale; and (v) If the Corporation or the LPA Investment Stockholders, or their representatives, enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each Stockholder who is not an accredited investor (as such term is defined in Rule 501 under the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party"Securities Act) to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, thenwill, at the request of Blackstonethe Corporation or the LPA Investment Stockholders, the Shareholder agrees that he will Transfer the Applicable Number appoint a purchaser representative (as such term is defined belowin Rule 501 under the Securities Act) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make reasonably acceptable to the Third Party the same representations, warranties, covenants, indemnities Corporation and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharessuch Stockholders.

Drag-Along Rights. Solely with respect (a) Either or both of the Silver Lake Investors may give notice (a “Drag-Along Notice”) to the Initial Option SharesEmployee Investors that (i) the Silver Lake Investor(s) intend to, so long as this Appendix A shall remain or to cause the Company to, enter into (or have agreed to vote the Transferable Shares they beneficially own, or to execute a written consent in effect and Blackstone beneficially owns lieu thereof, in favor of) a transaction or transactions involving the transfer, in a single transaction or a series of related transactions, of not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates fifty percent (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below%) of the Initial Option outstanding Transferable Shares (which Transferable Shares to be transferred may include Transferable Shares held by the Employee Investors and/or other holders of Transferable Shares required to be transferred pursuant to this Section 3.5 or analogous obligations) to one (1) or more Persons or (ii) the Silver Lake Investor(s) intend to cause the Company to (A) sell all or substantially all of its assets to another Person or Persons or (B) merge, amalgamate or consolidate with another Person or Persons where, immediately after such Third Party upon merger, amalgamation or consolidation, the Persons beneficially owning Shares immediately prior to such merger, amalgamation or consolidation do not beneficially own at least fifty (50%) of the outstanding capital stock of the Person surviving such merger, amalgamation or consolidation (in each case, a “Drag-Along Sale”) and that the Silver Lake Investors desire to cause the Employee Investors to participate in such Drag-Along Sale in the manner set forth in this Section 3.5. For the avoidance of doubt, “Drag-Along Sale” shall not include any proposed transaction contemplated by Section 5.5(a) or Section 5.5(b), or any merger, amalgamation or consolidation for the sole purpose of changing the jurisdiction of formation of the Company. The Drag-Along Notice shall also specify (i) the consideration, if any, to be received by the Silver Lake Investors and the Employee Investors and any other material terms and conditions of the offer proposed Drag-Along Sale (which (x) price shall be the same for the Silver Lake Investors and the Employee Investors and (y) other material terms and conditions shall be the same in all material respects for the Silver Lake Investors and the Employee Investors) and (ii) the identity of the other Person or Persons party to the Drag-Along Sale. Upon delivery of the Drag-Along Notice, each Employee Investor shall be obligated to take the action or actions required of such Employee Investor in order to complete or facilitate such proposed Drag-Along Sale (including without limitation time the sale of payment Transferable Shares held by such Employee Investor, the voting of all such Transferable Shares in favor of any merger, amalgamation, consolidation or sale of assets and form the waiver of considerationany applicable appraisal, dissenters’ or similar rights); provided, however, that, in the case of a sale of Shares, with respect to any Shares for which a Employee Investor holds exercisable and vested but unexercised Options, the price per Share shall be reduced by the exercise price of such Options or, if required pursuant to the terms of such Options or such Drag-Along Sale, such Employee Investor shall exercise the relevant Option and transfer the relevant Shares (rather than the Option) (in each case, net of any amounts required to be withheld by the Company in connection with such exercise); provided, further, that notwithstanding anything to the contrary set forth herein, in any event the Company shall be permitted to cause all outstanding Options to be treated in such Drag-Along Sale in any manner as permitted by their terms, including any applicable equity plans of the Company; and provided, further, that with respect to any Transferable Shares that constitute Restricted Stock Units, to the extent that (x) any such Restricted Stock Units would not, by the express terms of the grant thereof, automatically vest and be settled in Shares immediately prior to the consummation of such Drag-Along Sale and (y) the counterparty to such Drag-Along Sale does not agree to convert such Restricted Stock Units into comparable restricted stock units on securities of such Person, the Company may segregate the aggregate amount of Drag-Along Sale consideration attributable to such Restricted Stock Units, and the Company (or its successor) shall deposit the applicable amounts of such Drag-Along Sale consideration into escrow (or, if such deposit into escrow would result in a taxable event for a Employee Investor prior to the satisfaction of the vesting criteria applicable to Blackstonethe Restricted Stock Units, provided receive such consideration as a general asset of the Company (or its successor) and maintain a book entry account in the name of each holder of such Restricted Stock Units on the books of the Company for the amount of such consideration due to each such holder) for release (or payment, as applicable) to the holders of such Restricted Stock Units upon the satisfaction of the vesting criteria applicable thereto following such Drag-Along Sale (or, upon the failure of such vesting criteria to be satisfied, such consideration shall be released (or paid, as applicable) to (i) the Silver Lake Investors and the other Employee Investors transferring Transferable Shares in connection with such Drag-Along Sale and (ii) each other Person who is otherwise transferring, or has exercised a contractual or other right to transfer, Transferable Shares in connection with such Drag-Along Sale, in each case on a pro rata basis to each such Person in accordance with the amount of consideration otherwise received by each such Person in such Drag-Along Sale); and provided, further, that notwithstanding anything to the Shareholder must contrary set forth herein, in any event the Company shall be permitted to cause all outstanding Restricted Stock Units to be treated in such Drag-Along Sale in any manner as permitted by their terms, including any applicable equity plans of the Company. For the further avoidance of doubt, notwithstanding anything to the contrary, each Employee Investor acknowledges and agrees that it shall not be entitled to any non-economic rights or benefits granted to the Silver Lake Investors or the Company in such Drag-Along Sale except for those non-economic rights or benefits that are customary to be received by sellers of the relative portion of equity included in such Drag-Along Sale by such Employee Investor under circumstances similar to such Drag-Along Sale. If the Silver Lake Investors are transferring less than all of the Transferable Shares held by the Silver Lake Investors, then each Employee Investor will transfer a number of Transferable Shares equal to the product of the following: (x) the number of Transferable Shares beneficially owned by such Employee Investor multiplied by (y) a fraction, the numerator of which is the aggregate number of Transferable Shares being transferred by the Silver Lake Investors and the denominator of which equals the aggregate number of Transferable Shares beneficially owned by the Silver Lake Investors. All costs and expenses incurred by the Silver Lake Investors and the Company in connection with such Drag-Along Sale shall either be (i) borne in full by the Company or (ii) allocated and borne by the Employee Investors, the Silver Lake Investors and each other Person who is otherwise transferring, or has exercised a contractual or other right to transfer, Transferable Shares in connection with such Drag-Along Sale, in each case on a pro rata basis to each such Person in accordance with the amount of consideration received by each such Person in such Drag-Along Sale. All other costs and expenses incurred by any Employee Investor in connection with such transaction shall be borne in full by such Employee Investor. (a) In connection with any Drag-Along Sale pursuant to this Section 3.5, (i) such Drag-Along Sale shall be on the terms and conditions the Silver Lake Investor(s) determine and (ii) each Employee Investor shall agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make as made by the Silver Lake Investor(s) in connection with such Drag-Along Sale (except that in the proposed Transfercase of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Silver Lake Investor(s), each Employee Investor shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); and provided furtherprovided, that (A) all representations representations, warranties, covenants, indemnities and warranties agreements shall be made by the Shareholder Silver Lake Investor(s) and Blackstone each Employee Investor severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, B) any indemnification provision or agreement) for liabilities obligation in respect of breaches of representations and warranties that relate to the Company Company, its Subsidiaries or their respective businesses (1) shall be evidenced apportioned among the Employee Investors, the Silver Lake Investors and each other Person who is otherwise transferring, or has exercised a contractual or other right to transfer, Transferable Shares in writings executed by them and the Third Party and shall be borne by connection with such Drag-Along Sale, in each of them case on a pro rata basis. The "Applicable Number" basis to each such Person in accordance with the amount of consideration received by each such Person in such Drag-Along Sale, and (2) shall mean a number be in an amount not to exceed the aggregate proceeds received by such Employee Investor in connection with any such Drag-Along Sale consummated pursuant to this Section 3.5. (rounded up b) Notwithstanding the foregoing, each Employee Investor shall take or cause to be taken all such reasonable actions as the Silver Lake Investor(s) deem to be necessary or desirable in order to consummate expeditiously such Drag-Along Sale pursuant to this Section 3.5, including (i) executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments, (ii) filing applications, reports, returns, filings and other documents or instruments with governmental authorities and (iii) otherwise cooperating with the Silver Lake Investor(s) and the other Person or Persons party to the nearest whole number) equal Drag-Along Sale. Notwithstanding the delivery of any Drag-Along Notice, all determinations as to whether to complete any Drag-Along Sale and as to the product timing, manner, price and other terms and conditions of any such Drag-Along Sale shall be at the sole discretion of the applicable Silver Lake Investor(s) and the Silver Lake Investors and their Affiliates shall have no liability to any Employee Investor arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Drag-Along Sale except to the extent such selling Silver Lake Investor failed to comply with the provisions of this Section 3.5. (c) If any Employee Investor fails to transfer such Employee Investor’s Transferable Shares required to be transferred or sold in such Drag-Along Sale pursuant to Section 3.5(a) (such Transferable Shares, “Drag Covered Transferable Shares”), the Silver Lake Investors 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 Drag Covered Transferable Shares with any national bank or trust company having combined capital, surplus and undivided profits in excess of $500 million (the “Drag-Along Escrow Agent”), and thereupon all of such Employee Investor’s rights in and to such Drag Covered Transferable Shares shall terminate. Thereafter, upon delivery to the Company by such Employee Investor of appropriate documentation evidencing the transfer of such Drag Covered Transferable Shares to the purchaser in such Drag-Along Sale, the Silver Lake Investors shall instruct the Drag-Along Escrow Agent to deliver the purchase price (without any interest from the date of the closing of such Drag-Along Sale to the date of such delivery, as any such interest to accrue to the Company) to such Employee Investor. (d) In the event the consideration to be paid in exchange for Transferable Shares in a Drag-Along Sale includes any securities, and the receipt thereof by a Employee Investor would require (i) the quotient determined registration or qualification of such securities or of any Person as a broker or dealer or agent under applicable with respect to such securities, in each case under applicable law, where such registration or qualification is not otherwise required for the Drag-Along Sale by dividing (Athe applicable Silver Lake Investor(s) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and or (ii) the total number provision to any Employee Investor of any specified information regarding such securities or the issuer thereof in order to obtain any exemption under securities laws or as otherwise required by applicable laws or the rules of any stock exchange where such information is not required to be provided to the applicable Silver Lake Investor(s), then the applicable Silver Lake Investor may elect to deliver to such Management Seller an amount of cash equal to the fair market value (as determined by the applicable Silver Lake Investor(s)) of the non-cash consideration that would otherwise be paid to such Employee Investor in such Drag-Along Sale. (e) This Section 3.5 shall terminate upon an Initial Option SharesPublic Offering.

Drag-Along Rights. Solely (a) In the event that holders of at least 50% of the then issued and outstanding shares of Common Stock (the “Requisite Parties”) approve a bona fide written offer that proposes a Change of Control transaction that is approved by the Board pursuant to Section 2.6(b) hereof, then each Stockholder shall take all action necessary or expedient to approve and consummate such transaction (including the replacement of any Director, if necessary) and shall consent to and vote its shares of Capital Stock for such Change of Control transaction, and if such Change of Control transaction is structured as (i) a merger, consolidation, reorganization or similar business transaction involving the Company or a sale, license, lease or disposition of all or substantially all of the Company’s assets, each Stockholder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger, consolidation or sale, license, lease or disposition, or (ii) a sale of the stock of the Company, each Stockholder shall agree to sell its shares of Capital Stock on the terms and conditions approved by the Requisite Parties. (b) If a Stockholder fails or refuses to vote or sell its shares of Capital Stock as required by this Section 3.5, then such party hereby irrevocably constitutes and appoints the Requisite Parties and any representative or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority (such power and authority coupled with an interest in the shares of Capital Stock) in the place and stead of such Stockholder and in the name of such party or in its own name, for the purpose of carrying out the terms of this Section 3.5, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 3.5. Such Stockholder hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. (c) At the closing of the Change of Control transaction, (i) if required by the definitive agreements governing such Change of Control transaction, the Stockholders shall deliver certificates representing the Capital Stock being sold, duly endorsed for transfer, and such Capital Stock shall be free and clear of any liens, encumbrances and adverse claims (other than those arising hereunder and those attributable to actions by the purchasers thereof) and the Stockholders shall so represent and warrant, and shall further represent and warrant that they are the sole beneficial and record owner of such Capital Stock; (ii) the purchaser in such Change of Control transaction or a paying agent (if so provided in the definitive agreements governing such Change of Control transaction) shall deliver to the Stockholders payment in full in immediately available funds for the shares of Capital Stock purchased by it; and (iii) the parties to such Change of Control transaction shall execute such additional documents as are otherwise necessary or appropriate to effectuate the Change of Control transaction; provided, however, that, notwithstanding anything to the contrary in this Agreement, none of the Stockholders shall be obligated to make any representations, warranties, covenants (other than reasonable covenants regarding confidentiality, publicity and similar matters) or indemnities with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth business of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder Company or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make Subsidiary in any document delivered in connection with such Change of Control transaction, except that to the proposed Transfer; and provided furtherextent that the purchaser in such Change of Control transaction requires, as a condition to such Change of Control transaction, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability a portion of the Shareholder and Blackstone (whether pursuant purchase price paid in such Change of Control transaction be placed in escrow to secure the Company’s obligations arising from a representationbreach of its representations, warrantywarranties and/or covenants in the definitive agreement governing such Change of Control transaction, covenant, indemnification provision or agreement) for liabilities the Stockholders shall participate in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them such escrow on a pro rata basisbasis calculated based upon the amount of the purchase price paid to each such Stockholder, provided that in no event shall any Stockholder’s indemnification obligations under a Change of Control transaction exceed the proceeds payable to such Stockholder. The "Applicable Number" Each Stockholder shall mean a number (rounded up receive the same form and amount of consideration as the Requisite Parties receive in connection with such Change of Control transaction, except to the nearest whole numberextent necessary to comply with applicable securities laws, in which case, such Stockholder shall instead receive a cash payment of equal value. (d) equal to The parties hereto acknowledge the product provisions of (iSection 5.1(e) of the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesStockholders Agreement.

Drag-Along Rights. Solely with respect to (a) If (i) the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth board of directors of the Common Stock owned Company (the "Board of Directors") approves a sale of the Company or substantially all of its assets to a Third Party, whether by Blackstone on way of merger, consolidation, sale of interests or assets, or otherwise or (ii) if the date hereof, if Blackstone receives, in Fortress Entity shall agree to sell all of its Company Securities to a privately negotiated transactionThird Party (either of clauses (i) or (ii), an offer from "Approved Sale"), all Stockholders shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (i) a person other than the Shareholder merger or any of his affiliates (a "Third Party") to purchase 50% or more consolidation of the shares Company, or a sale of Common Stock then owned by Blackstone and all or substantially all of the Company's assets, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such offer is accepted by Blackstonemerger, thenconsolidation or asset sale, at the request or (ii) a sale of BlackstoneCompany Securities, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares Stockholders shall agree to such Third Party upon sell their Company Securities on the terms and conditions approved by the Board of Directors or on the terms and conditions agreed to by the Fortress Entity, as applicable, in accordance with the terms hereof. The Stockholders shall take all necessary and desirable actions approved by the Board of Directors or the Fortress Entity, as applicable, in connection with the consummation of the offer Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary (including without limitation time of payment and form of considerationi) applicable to Blackstone, provided that provide the Shareholder must agree to make to the Third Party the same representations, warranties, indemnities, covenants, indemnities conditions, escrow agreements and other provisions and agreements relating to such Approved Sale, to the extent reasonably customary in similar transactions, and (ii) to effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below. (b) The obligations of the Stockholders pursuant to this Section 4.2 are subject to the following conditions: (i) upon consummation of the Approved Sale, each Stockholder shall receive from the Approved Sale the same amount of consideration with respect to each of its Company Securities that Blackstone agrees all other holders of such Company Security participating in such Approved Sale shall receive with respect to such Company Security; (ii) if any holder of a Company Security is given an option as to the form and amount of consideration to be received, all Stockholders will be given the same option; (iii) no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Approved Sale (excluding modest expenditures for postage, copies, etc.) and no Stockholder shall be obligated to pay more than his or its pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale to the extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by the Company or the acquiring party, provided that a Stockholder*s liability for such expenses shall be capped at the total purchase price received by such Stockholder for his or its Company Securities; and (iv) in the event that the Stockholders are required to provide any representations or indemnities in connection with the proposed TransferApproved Sale (other than representations and indemnities concerning each Stockholder*s valid ownership of his or its Company Securities, free and clear of any and all Liens, each Stockholder*s authority, power and right to enter into and consummate such purchase or merger agreement without violating any other agreement and other representations and indemnities which are individual to each Stockholder), then no Stockholder shall be liable for more than his or its pro rata share (based upon the Company Securities held and not the amount of consideration received) of any liability for misrepresentation or indemnity and such liability shall not exceed the total purchase price received by such Stockholder for his or its Company Securities; and provided furtherprovided, however, that all representations and warranties this Section 4.2(b)(iv) shall be not limit a Stockholder's liability with respect to any misrepresentation made by the Shareholder and Blackstone severally and not jointly and that the liability such Stockholder as a result of the Shareholder and Blackstone (whether pursuant to a representationsuch Stockholder's bad faith, warranty, covenant, indemnification provision willful misconduct or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharesgross negligence.

Drag-Along Rights. Solely with respect to (a) In the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth event of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of BlackstoneApproved Sale, the Shareholder agrees that he will Transfer Corporation shall deliver twenty (20) days' prior written notice thereof to each Stockholder. If the Applicable Number Approved Sale is structured as (as defined belowi) a merger or consolidation, each holder of the Initial Option Stockholder Shares shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation, (ii) (x) a sale or contribution of stock or (y) a Reorganization, each Stockholder shall (A) agree to such Third Party upon sell or contribute all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions of the offer Approved Sale and (including without limitation time B) execute such purchase or contribution agreement and other documents as executed by the holders of payment and form a majority of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make Stockholder Shares. Each holder of Stockholder Shares shall take such other necessary or desirable actions in connection with the proposed Transferconsummation of the Approved Sale as reasonably requested by the Corporation. (b) The obligations of the holders of Stockholder Shares with respect to the Approved Sale of the Corporation are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, each holder of Stockholder Shares shall receive for its Vested Shares the same form of consideration and the same amount of consideration as the holders of a majority of the Stockholder Shares receive for each of their Vested Shares; (ii) if any holders of Vested Shares are given an option as to the form and provided furtheramount of consideration to be received, that all representations and warranties each holder of Vested Shares shall be made by given the Shareholder and Blackstone severally and not jointly and that same option; (iii) each holder of then currently exercisable rights to acquire Stockholder Shares shall be given an opportunity to either (A) exercise such rights prior to the liability consummation of the Shareholder and Blackstone Approved Sale or (whether pursuant to a representation, warranty, covenant, indemnification provision or agreementB) receive in exchange for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) such rights consideration equal to the product of amount determined by multiplying (i1) the quotient determined same amount of consideration per share received by dividing holders of the same Class and Series of Stockholder Shares in connection with the Approved Sale less the exercise price per share of such rights to acquire such class of Stockholder Shares by (A2) the aggregate number of shares owned by Blackstone of such class of Stockholder Shares issuable upon exercise of such rights; (iv) no Investor shall be obligated to be included agree to non-competition provisions; and (v) each Stockholders' indemnification obligations (other than for title to its shares, authorization and no conflict as to its execution of the agreement) shall in no event exceed the net proceeds such Stockholder receives in the contemplated Transfer by (B) transaction and shall not be in excess of the aggregate number Stockholder's proportionate ownership of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesCommon Stock on a Fully Diluted Basis.

Drag-Along Rights. Solely If the Manager, in its sole discretion, elects to consummate a Sale of the Company to an independent third party (a “Third Party Purchaser”), the Manager shall notify the Membership Interest Holders in writing of such Sale of the Company. Upon request by the Manager, each Membership Interest Holder 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 Sale of the Company on the terms proposed by the Manager. The obligations of the Membership Interest Holders pursuant to this Section 7.6 with respect to a Sale of the Company are subject to the following conditions: (x) the consideration payable with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth Membership Interests upon consummation of such Sale of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") Company to purchase 50% or more all of the shares of Common Stock then owned by Blackstone Membership Interest Holders shall be allocated among the Membership Interest Holders as set forth in accordance with their respective Participating Percentages, and such offer is accepted by Blackstone, then, at (y) upon the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) consummation of the Initial Option Shares to such Third Party upon the terms and conditions Sale of the offer (including without limitation time Company, all of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party Membership Interest Holders who hold Membership Interests shall receive the same representationsform and payment of consideration per Membership Interest. Each Membership Interest Holder shall pay his, warrantiesher or its pro rata share of the reasonable, covenants, indemnities and agreements that Blackstone agrees to make third-party out-of-pocket expenses incurred by the Manager in connection with the proposed Transfer; such transaction and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and obligated to join based on his, her or its pro rata share in any indemnification or other obligations that the liability of the Shareholder and Blackstone (whether pursuant Manager agrees to a representation, warranty, covenant, indemnification provision or agreement) for liabilities provide in respect of the Company and its subsidiaries’ operations in connection with such Sale of the Company (other than any such obligations that relate specifically to a particular Membership Interest Holder such as indemnification with respect to representations and warranties given by a Membership Interest Holder regarding such Membership Interest Holder’s title to and ownership of any Membership Interests); provided that (x) no Membership Interest Holder shall be evidenced obligated in writings executed by them and connection with such Transfer to agree to indemnify or hold harmless the Third Party Purchaser with respect to an amount in excess of the net cash proceeds paid to such Membership Interest Holder in connection with such Transfer, and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole numbery) equal to the product of (i) the quotient determined by dividing (A) no Membership Interest Holder who is a natural person and who, at the aggregate number time of shares owned the closing of such sale, is already subject to a non-compete or other restrictive covenant in favor of the Company (each an “Existing Restrictive Covenant”) shall be obligated to agree to any additional non-compete or other restrictive covenant; provided, however, that each such Membership Interest Holder shall reaffirm and ratify all such Existing Restrictive Covenants at the closing of such sale and shall, if requested by Blackstone the Third Party Purchaser, consent to be included in the contemplated Transfer assignment by the Company of all such Existing Restrictive Covenants to the Third Party Purchaser and (B) no other Membership Interest Holder shall be obligated to agree to any non-compete or other restrictive covenant that is broader in scope or duration than any non-compete or other restrictive covenant agreed to by the aggregate number Manager in any such Sale of shares owned the Company. To the extent that a Membership Interest Holder does not take any actions when requested by Blackstone immediately prior the Manager pursuant to this Section 7.6 each such Membership Interest Holder hereby constitutes and appoints the contemplated Transfer Manager as such Membership Interest Holder’s true and lawful Attorney-in-Fact and authorizes the Attorney-in-Fact to execute on behalf of such Membership Interest Holder any and all documents and instruments which the Attorney-in-Fact deems necessary and appropriate in connection with the Sale of the Company. The foregoing power of attorney is irrevocable and is coupled with an interest. The rights under this Section 7.6 may be exercised by the Senior Agent holding a lien on or security interest in Membership Interests pursuant to Section 7.4(b) constituting at least fifty percent (ii50%) of the total number of Initial Option SharesParticipating Percentages if such Senior Agent is foreclosing any such lien or security interest as described in Section 7.4(b).

Drag-Along Rights. Solely with respect ‌ 1. Each Member will consent to and raise no objections against (i) any Sale or Reorganization of BMG if: (1) the Initial Option Shares, so long Sale of BMG or Reorganization is structured as this Appendix A shall remain in effect a Transfer of Interests; (2) the Sale or Reorganization is pursuant to terms and Blackstone beneficially owns not less than one-fourth conditions approved by the Majority Members and the Board of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates Managers; (a "Third Party"3) to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions applicable to the Sale or Reorganization of each Member’s Interests are identical in all material respects to those being applied to Transfer by all other Members owning Interests of the offer (including same class, series and/or type. 2. Each Member agrees to cooperate, to take any and all actions reasonably requested, and to execute any and all agreements and instruments, including, without limitation time limitation, agreements conveying their Interests, in connection with a Sale of payment BMG or Reorganization properly approved pursuant to this Section G.6. 3. Each Member hereby waives any appraisal rights such Member may have in connection with any Sale or Reorganization that is properly approved pursuant to this Section G.6 and form irrevocably appoints the Board of Managers, or any Person designated by the Board of Managers, as its agent and proxy to vote such Member's Interests as the Board of Managers may deem necessary or appropriate in connection with such Sale or Reorganization. 4. Each Member shall bear its share of transaction costs and expenses associated with any properly approved Sale or Reorganization to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by BMG or the acquiring party. Costs and expenses incurred by Members on a Member's own behalf will not be included or considered part of transaction costs hereunder. 5. The Board of Managers shall have full and plenary power and authority, as agent of the Members, to execute the Sale or Reorganization and to take any and all such further action in connection therewith as it deems necessary or appropriate in order to consummate the same. The Board of Managers, in executing the Sale or Reorganization, shall have complete discretion over the terms and conditions, including, without limitation, structure of the transaction, price, type of consideration) applicable , payment terms, conditions to Blackstoneclosing, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities negative covenants, indemnification, holdbacks and agreements escrows, provided that Blackstone agrees the terms and conditions applicable to make each holder of each class, series and type of Interests are identical in all material respects to those applied to a Transfer by all other holders of such class, series and type of Interests. Without limitation of the foregoing, the Board of Managers may authorize and cause BMG or any Subsidiary to execute such agreements, documents, applications, authorizations, registration statements and instruments (collectively, "Sale Documents") as it shall deem necessary or appropriate in connection with any Sale or Reorganization. 6. Third Persons who are parties to any Sale Documents may rely on the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included authority vested in the contemplated Transfer by (B) the aggregate number Board of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesManagers.

Drag-Along Rights. Solely with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth (a) If at any time a majority of the Investor Nominees, or holders of 75% of shares of Class B Common Stock owned by Blackstone on the date Investor Stockholders acting pursuant to Section 5.11 hereof, if Blackstone receives, in approves a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more Sale of the Company (an "Approved Sale"), all Stockholders shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a merger, share exchange or consolidation of the Company, or a sale of all or substantially all of the assets of the Company, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (B) a sale of all the capital stock of the Company, the Stockholders shall agree to sell all their shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) capital stock of the Initial Option Shares to such Third Party upon Company which are the subject of the Approved Sale, on the terms and conditions of such Approved Sale. The Stockholders shall take all necessary and desirable actions in connection with the offer (consummation of the Approved Sale, including without limitation time obtaining Board of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make Directors' consent to the Third Party Approved Sale and the same execution of such agreements and such instruments and other actions reasonably necessary to (1) provide customary representations, warranties, covenantsindemnities, indemnities and agreements escrow arrangements relating to such Approved Sale and (2) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth in Section 3.9(c) below. The Stockholders shall be permitted to sell their shares of capital stock pursuant to an Approved Sale without complying with any other provisions of Article III of this Agreement. (b) The Investor Stockholders that Blackstone agrees have initiated an Approved Sale pursuant to make Section 3.9(a) (whether directly or through the action of their respective Investor Nominees), shall represent and warrant to the other Stockholders that no direct or indirect collateral benefit or supplemental consideration (whether or not in the nature of a tangible or intangible asset, money, property, security or other tangible benefits or opportunities) has been or is to be paid by such prospective purchaser or any other person, in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly Approved Sale and that the liability such Approved Sale is not made as part of the Shareholder and Blackstone (whether or in connection with any other transaction pursuant to a representation, warranty, covenant, indemnification provision which the Investor Stockholders that have initiated the Approved Sale will receive any additional benefit or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basisconsideration. The "Applicable Number" foregoing provision shall mean not be deemed to prohibit a number (rounded up to the nearest whole number) equal to the product sale of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Shares.the

Drag-Along Rights. Solely If UIH proposes at any time to Transfer all of the ----------------- Company's Ordinary Shares or assets in a bona fide transaction with respect an unaffiliated third party (an "APPROVED SALE") whether by means of a merger, or consolidation, sale of Ordinary Shares sale of assets, or otherwise (each, a "SALE OF THE COMPANY"), Holder shall consent to and raise no objections against such Approved Sale, provided that except as otherwise set forth hereinafter in this Section 3.4 all material terms and conditions applicable to UIH in connection with the Approved Sale apply also mutatis mutandis to Holder. If the Approved Sale is structured as a merger or consolidation of the Company, or a sale of all or substantially all of the Company's assets, then Holder shall waive all of Holder's dissenter's rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale to the Initial Option same extent that such rights shall be waived by UIH. If the Approved Sale is structured as a sale of Ordinary Shares, so long as this Appendix A then Holder shall remain agree to sell its Ordinary Shares on the terms and conditions of sale applicable to UIH. Holder shall take all necessary and desirable actions reasonably requested by UIH in effect and Blackstone beneficially owns not less than one-fourth connection with the consummation of the Common Stock owned by Blackstone on Approved Sale, including the date hereofexecution of such agreements and such instruments and other actions reasonably necessary to (a) provide the representations, if Blackstone receiveswarranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to Holder's title to and interest in a privately negotiated transactionOrdinary Shares of Holder to be sold in connection with the Approved Sale, an offer from a person other than and (b) effectuate the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more allocation and distribution of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) aggregate consideration upon consummation of the Initial Option Shares Approved Sale. UIH agrees not to such Third Party upon exercise its rights under this Section 3.4 unless it has determined in good faith that the terms and conditions of the offer (including without limitation time of payment Approved Sale are fair and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make reasonable to the Third Party the same representationsShareholders and obtains an appropriate fairness opinion with respect to such sale, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up addressed to the nearest whole number) equal DPC Holder and to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesUIH.

Drag-Along Rights. Solely with respect (a) If iXL proposes to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth sell or otherwise ----------------- Transfer shares of the Common Stock owned by Blackstone to any third party (except through a sale pursuant to a Qualified Public Offering, to an Affiliate of iXL or to a Person that is a stockholder of iXL on the date hereofhereof (or any Affiliate of such stockholder), which if sold would effect a Change of Control then, if Blackstone receivesrequested by iXL, each other holder of shares of Stock shall join iXL in any such sale on a pro rata basis by complying fully with Section 2.2(b). The material terms and conditions of such sale, including, without limitation, the purchase price per share of Common Stock, shall be the same for all holders of Common Stock. In furtherance of the foregoing, each holder of shares of Preferred Stock hereby agrees that, if requested by iXL, such holder shall convert those shares of Preferred Stock which will be sold or transferred pursuant to this Section 2.2 into Common Stock pursuant to Section 4(a) of the applicable Certificate of Designations, and the shares of Common Stock issued upon the conversion of such Stock shall be subject to the provisions of this Section 2.2. (b) Each Stockholder who is required to join iXL in a privately negotiated transactionsale pursuant to Section 2.2(a) shall, an offer from a person other than at the Shareholder or any request of his affiliates iXL, (a "Third Party"i) to transfer, upon - receipt of the purchase 50% or more price therefor, such Stockholder's pro rata portion of the shares of Common Stock then owned to any third party purchaser or purchasers free and clear of all security interests, liens, claims or encumbrances, (ii) execute and -- deliver any agreement being executed and delivered by Blackstone iXL (or no less favorable agreement than the one being signed by iXL) containing such representations and such offer is accepted by Blackstone, thenwarranties (or, at the request option of Blackstonesuch Stockholder, indemnities in respect of representations and warranties and representations and warranties relating exclusively to such Stockholder's ownership and title to its shares of Common Stock and the Shareholder agrees ability of such Stockholder to participate in such sale) and other terms as iXL may deem to be reasonably necessary or desirable to consummate such transaction, provided, however, that he will Transfer no Stockholder shall be required to provide indemnification, in the Applicable Number aggregate, in an amount that is in excess of either its pro rata portion of the related liability or the purchase price received by such Stockholder in such sale, except in the case of such Stockholder's fraudulent acts, or to make any representations or warranties which such Stockholder reasonably believes to be false, (iii) vote in favor of --- any such transaction of which iXL has voted in favor and (iv) execute and -- deliver such instruments of conveyance and assignment and take such other actions as defined belowreasonably requested by iXL in order to consummate such transaction. (c) Notwithstanding the foregoing, iXL's rights under this Section (2.2) with respect to any shares of Stock held by any of the GE Investors shall not be applicable except in the circumstances, and subject to the terms and conditions, set forth in Section 2(c) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesInvestors Agreement.

Drag-Along Rights. Solely (a) In the event of an Approved Sale, the Corporation shall deliver twenty (20) days' prior written notice thereof to each Stockholder. Each holder of Stockholder Shares shall vote for and consent to, and shall not raise any objection to, bring a claim against or in any way contest, such Approved Sale. If the Approved Sale is structured as: (i) a merger or consolidation, each holder of Stockholder Shares shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation; or (ii) a sale of stock or a tax free contribution of stock, each holder of Stockholder Shares shall (A) agree to sell or contribute all of their Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions approved by the Board of Directors of the Corporation ("BOARD") and on the same terms and conditions as are applicable to every other Stockholder of the same class of capital stock and (B) execute such stock or contribution agreement and other documents as executed by the holders of a majority of the Stockholder Shares consistent with clause (A). Each holder of Stockholder Shares shall take such other necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Corporation. (b) The obligations of the holders of Stockholder Shares with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth Approved Sale of the Common Stock owned by Blackstone on Corporation are subject to the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, each holder of Stockholder Shares shall receive for his Stockholder Shares the same form of consideration and the same amount of consideration as the holders of a majority of the Stockholder Shares receive for each of their Stockholder Shares of the same class of capital stock; (ii) if any holders of Stockholder Shares are given an option as to the form and amount of consideration to be received, each holder of Stockholder Shares shall be given the same option; (iii) in the case of an Approved Sale that is not a Reorganization of the Corporation, each holder of then currently exercisable rights to acquire shares of Common Stock then owned by Blackstone and Stockholder Shares shall be given an opportunity to either (A) exercise such offer is accepted by Blackstone, then, at rights prior to the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) consummation of the Initial Option Shares Approved Sale or (B) receive in exchange for such rights consideration equal to such Third Party upon the terms and conditions amount determined by multiplying (1) the same amount of consideration per share received by holders of the offer (including without limitation time same class and series of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make Stockholder Shares in connection with the proposed TransferApproved Sale less the exercise price per share of such rights to acquire such class and series of Stockholder Shares by (2) the number of shares of such class and series of issuable upon exercise of such rights; (iv) no Investor or Warrantholder shall be obligated to agree to non-competition provisions; and provided further(v) each Stockholder's indemnification obligations (other than for title to its shares, that all representations authorization and warranties no conflict as to its execution of the agreement) shall be made by limited to the Shareholder and Blackstone severally and not jointly and that net proceeds such Stockholder receives in the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party transaction and shall be borne by each no greater than the Stockholder's proportionate ownership of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesCommon Stock.

Drag-Along Rights. Solely with respect (a) Notwithstanding anything to the Initial Option Sharescontrary contained herein, so long as this Appendix A if a Majority in Interest elects to participate in an Approved Sale, then the Members constituting a Majority in Interest (the “Electing Members”) may give all other Members and any Assignee a Notice, which Notice shall remain in effect and Blackstone beneficially owns be given not less than one-fourth of the Common Stock owned by Blackstone on less than fifteen (15) days prior to the date hereofof such proposed Approved Sale and shall contain the same information that is set forth in an Offer, if Blackstone receives, in a privately negotiated transaction, an offer from a person and the other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone Members and such offer is accepted by Blackstone, then, Assignees will at the request election of Blackstonesuch Electing Members (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged and (ii) if the Approved Sale is structured as a sale of Units, the Shareholder agrees that he each Member and Assignee will Transfer the Applicable Number (as defined below) of the Initial Option Shares agree to sell such Third Party upon Member's or Assignee's Units on the terms and conditions of the offer (including without limitation time of payment Approved Sale. Each Member and form of consideration) applicable to Blackstone, provided that Assignee will take all necessary and desirable actions as directed by the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make Electing Members in connection with the proposed Transferconsummation of any Approved Sale, including without limitation executing the applicable purchase agreement and granting indemnification rights; provided that any Member or Assignee required to make indemnification payments in connection with any Approved Sale shall have a right to recover from the other Members and provided furtherAssignees to the extent that the amount required to be paid by such Member or Assignee is disproportionate to the proportion of the total consideration received by all Members and Assignees, that all representations and warranties compared to the consideration actually received by such Member or Assignee. The Members shall be made excused from compliance with Section 8.6 for any Approved Sale in which the Electing Members exercise the rights contained in this Section 8.7 to require participation of the other Members in the Approved Sale. (b) Each Member and Assignee will bear his, her or its pro rata share (based upon the number of Units sold) of the reasonable costs of any sale of Units pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all selling Members and Assignees and are not otherwise paid by the Shareholder and Blackstone severally and Company or the acquiring Person. Costs incurred by any Member or Assignee on his, her or its own behalf will not jointly and that the liability be considered costs of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesApproved Sale.

Drag-Along Rights. Solely with respect (a) At any time after the occurrence of a Put Default or Redemption Default, the holders of at least a majority of the issued and outstanding First Lien Shares (the “Dragging Stockholders”) shall have the right to cause a Company Sale (a “Drag-along Sale”). The Dragging Stockholders shall have the right to require that each other Stockholder Party (each, a “Drag-along Stockholder”) participate in such Company Sale in the manner set forth in this Section 3.3. The Dragging Stockholders shall exercise the rights pursuant to this Section 3.3 by delivering a written notice (the “Drag-along Notice”) to the Initial Option SharesCompany and each Drag-along Stockholder of such election. Notwithstanding anything to the contrary in this Agreement, so long at any time after the occurrence of a Put Default or Redemption Default, each Drag-along Stockholder shall authorize the First Lien Holders to initiate a Company Sale process and direct and control all decisions in connection therewith (including the hiring or termination of any investment bank or professional adviser) and making all decisions regarding valuation and consideration). (b) If the Drag-along Sale is structured as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth a Transfer of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by BlackstoneCompany Stock, then, at subject to Section 3.3(c), (i) the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties Dragging Stockholders shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant entitled to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed Transfer all Series A Preferred Stock then held by them and (ii) the Third Party Dragging Stockholder and each Drag-along Stockholder shall be borne by each Transfer the number of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) shares equal to the product of (i) the quotient determined by dividing (Ax) the aggregate number of shares owned of Common Stock the Third Party Purchaser proposes to buy and (y) a fraction (A) the numerator of which is equal to the number of shares of Common Stock then held by Blackstone to be included in such Dragging Stockholders or Drag-along Stockholder, as the contemplated Transfer by case may be, and (B) the aggregate denominator of which is equal to the number of shares owned then held by Blackstone immediately all of the Stockholder Parties. (c) Subject to clause (x) below, each Stockholder Party, to the extent such Stockholder Party is receiving any consideration in a Drag-along Sale, shall receive the same form of consideration as each other Stockholder Party, and the aggregate consideration payable upon consummation of such Drag-along Sale to all Stockholder Parties in respect of their Company Stock shall be apportioned and distributed (subject to adjustment for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the different classes or series of capital stock in accordance with the following order of priority and amounts: (x) first, to the Series A Preferred Holders in the amount of the aggregate liquidation preference of the Series A Preferred Stock set forth in the Certificate of Incorporation that are Transferred in such Drag-along Sale (and, if more than one form of consideration is to be received, in such form as each Series A Preferred Holder may elect with respect to each Series A Preferred Share transferred hereunder in its sole discretion) and (y) second, to the remaining stockholders, the total consideration less the amount set forth in clause (x) above, to be distributed as set forth in the Certificate of Incorporation. Each Drag-along Stockholder (i) shall not be required to make affirmative representations or warranties except as to such Drag-along Stockholder’s due organization, if applicable, due power and authority, non-contravention and ownership of Company Stock, free and clear of all liens; (ii) shall be either (1) severally and not jointly liable for indemnification obligations resulting therefrom as among the indemnitors pro rata based on the consideration received by the Stockholder Parties or (2) if requested by the Third Party Purchaser, jointly and severally liable for indemnification obligations resulting therefrom as among the indemnitors, in which case the indemnitors hereby agree to enter into a contribution or similar agreement governing their respective contributions resulting from any such liability contemporaneously with the consummation of the Drag-along Sale; provided that no Drag-along Stockholder shall be obligated in connection with such Drag-Along Sale to agree to indemnify with respect to an amount in excess of the aggregate net cash proceeds which such Drag-along Stockholder has received in such Drag-Along Sale, or to make indemnity payments in excess of the aggregate net cash proceeds paid to such Drag-along Stockholder in connection with such Drag-Along Sale. (d) The fees and expenses of the Dragging Stockholders incurred in connection with a Drag-along Sale and for the benefit of all Stockholder Parties (it being understood that costs incurred by or on behalf of a Dragging Stockholder for its sole benefit will not be considered to be for the benefit of all Stockholder Parties), to the extent not paid or reimbursed by the Company or the Third Party Purchaser, shall be shared by all the Stockholder Parties on a pro rata basis, based on the aggregate consideration received by each Stockholder but shall not exceed the aggregate net cash proceeds received by such Stockholder; provided, that no Stockholder Party shall be obligated to make or reimburse any out-of-pocket expenditure prior to the contemplated Transfer and consummation of the Drag-along Sale. (e) Each Stockholder Party shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including without limitation: (i) voting all of the shares of company capital stock beneficially owned by such Stockholder Party in favor of such Drag-along Sale; (ii) attending meetings in person or by proxy for the total number purpose of Initial Option Sharesobtaining a quorum; (iii) executing written consents in lieu of meetings and refraining from exercising appraisal rights with respect to any such Drag-along Sale; (iv) agreeing to or approving or causing the Company to approve, as the case may be, all necessary amendments to the Organizational Documents of the Company or its Subsidiaries; provided, however, that such amendments are not inconsistent with or in conflict with Section 3.3(c); (v) taking all necessary steps to cause each Director that is designated by such Stockholder Party (including as part of a Stockholder Group) serving on the Board to consent to and approve the Drag-long Sale, should the Drag-along Sale require the consent of the Board; (vi) agreeing to make amendments to this Agreement and any other agreements that govern the Stockholder Parties’ investments in the Company and agreeing to or approving or causing the Company to approve, as the case may be, all actions necessary to restructure, recapitalize or reorganize the Company or the ownership therein, as may be necessary to effectuate the Drag-along Sale; provided, however, that such amendments are not inconsistent with or in conflict with Section 3.3(c); (vii) cooperating in good faith in connection with the consummation of a Company Sale, including executing an agreement or any other kind of document containing customary representations, warranties, indemnities and agreements as required in connection with the Drag-along Sale (subject to the limitations on representations, warranties, liability and covenants set forth in Section 3.3(c)); and (viii) taking any and all other reasonable and necessary actions within such Stockholder’s reasonable control to cause the approval and otherwise effect such Drag-along Sale.

Drag-Along Rights. Solely (a) If a Majority of all Institutional Stockholders approve a sale of all or substantially all of the capital stock or assets of the Company to a Person which is not an Affiliate of any Stockholder (other than an Affiliate of a DGHA Stockholder) (an “Approved Sale”), whether by way of merger, consolidation, sale of stock or assets, or otherwise (each, a “Sale of the Company”), all Stockholders shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a merger or consolidation of the Corporation or a Subsidiary, or a sale of all or substantially all of the assets of the Corporation or a Subsidiary, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (B) a sale of all the capital stock of the Corporation or a Subsidiary, the Stockholders shall agree to sell their Securities on the terms and conditions approved by a Majority of all Institutional Stockholders. The Stockholders shall take all necessary and desirable actions approved by a Majority of the Institutional Stockholders, in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (1) Table of Contents provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and (2) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, as set forth below. The Stockholders shall be permitted to sell their Securities pursuant to an Approved Sale without complying with the provisions of Sections 8, 9, 11 or 12 of this Agreement. (b) The obligations of the Stockholders pursuant to this Section 13 are subject to the satisfaction of the following conditions: (i) subject to Section 13(b)(iii), upon the consummation of the Approved Sale, all of the Stockholders shall receive the same proportion of the aggregate consideration from such Approved Sale that such holder would have received if such aggregate consideration had been distributed by the Corporation in complete liquidation pursuant to the rights and preferences set forth in the Certificate as in effect immediately prior to such Approved Sale (giving effect to applicable orders of priority) and after giving effect to the purchase rights (if any) set forth in the DGHA Repurchase Agreement and the Manager Repurchase Agreement; (ii) if any Stockholders of a class are given an option as to the form and amount of consideration to be received, all holders of such class will be given the same option; (iii) all holders of then-currently exercisable Common Equivalents will be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale (but only to the extent such Common Equivalents are then vested) and participate in such sale as Stockholders or (B) upon the consummation of the Approved Sale, receive in exchange for such Common Equivalents consideration equal to the amount determined by multiplying (x) the same amount of consideration per share of Common Stock (of the same class as that for which the Common Equivalent is exercisable) received by the holders of such class of Common Stock in connection with the Approved Sale less the exercise price per Common Equivalent by (y) the number of Common Equivalents; (iv) no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Approved Sale (excluding modest expenditures for postage, copies, etc.) and no Stockholder shall be obligated to pay more than his pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale to the extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by the Corporation or the acquiring party (costs incurred by or on behalf of a Stockholder for its or his sole benefit will not be considered costs of the transaction hereunder), provided that a Stockholder’s liability for such expenses shall be capped at the total purchase price received by such Stockholder for his Securities (including the exercise price thereof); and (v) in the event that the Stockholders are required to provide any representations or indemnities in connection with the Approved Sale (other than Table of Contents representations and indemnities concerning each Stockholder’s valid ownership of his Securities, free of all liens and encumbrances (other than those arising under applicable securities laws), and each Stockholder’s authority, power, and right to enter into and consummate such purchase or merger agreement without violating any other agreement), then each Stockholder shall not be liable for more than his pro rata share (based upon the number of Securities held and not the amount of consideration received) of any liability for misrepresentation or indemnity and such liability shall not exceed the total purchase price received by such Stockholder for his Securities (including the exercise price thereof), after taxes (after giving effect to all potential amendments of tax returns arising in connection with any indemnification claim) and expenses, and such liability shall be satisfied solely out of any funds escrowed for such purpose. (c) If the Corporation and any of the Stockholders or their representatives, enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each Stockholder who is not an accredited investor (as such term is defined in Rule 501 under the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party"Securities Act) to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, thenwill, at the request of Blackstonethe Corporation or the Institutional Stockholders, the Shareholder agrees that he will Transfer the Applicable Number appoint a purchaser representative (as such term is defined belowin Rule 501 under the Securities Act) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make reasonably acceptable to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision Corporation or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharessuch Stockholders.

Drag-Along Rights. Solely with respect to (a) If, at any time, (i) the Initial Option SharesBoard, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one(ii) the Majority-fourth in-Interest of the Common Stock owned by Blackstone on Unit Holders and (iii) the date hereofholders of a majority in voting power of the outstanding Common Units (including the Common Units issued or issuable upon conversion of Preferred Units) (the Members described in clauses (ii) and (iii), if Blackstone receivesthe “Selling Investors”), approve in writing a privately negotiated transaction, Sale of the Company to an offer from a person other than the Shareholder or any of his affiliates (a "Independent Third Party") to purchase 50% or more , the Board shall notify the Members and Economic Owners in writing of such proposed Sale of the shares of Common Stock then owned Company. Upon request by Blackstone the Selling Investors, each Member and such offer is accepted by Blackstone, then, at Economic Owner and the request of Blackstone, Company will consent to and raise no objections to the Shareholder agrees that he will Transfer the Applicable Number (as defined below) proposed Sale of the Initial Option Shares Company, and will take all other actions reasonably necessary or desirable to cause the consummation of such Third Party upon Sale of the Company, and if such Sale of the Company is structured as (i) a merger or consolidation of the Company or a Company Asset Sale, each Member shall, and hereby does, waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger, consolidation or sale, or (ii) a sale of Units, each Member shall, and hereby does, agree to sell their Units on the terms and conditions of the offer Sale of the Company. All Members shall bear their pro rata share (including without limitation time based upon proceeds received in respect of payment their Units) of the transaction costs in the Sale of the Company to the extent such costs are incurred for the benefit of all Members and form are not otherwise paid by the Company or the acquiring party. Costs incurred by Members on their own behalf shall not be considered costs of considerationthe transaction. The obligations of the Members and Economic Owners pursuant to this Section 8.4(a) applicable with respect to Blackstone, a Sale of the Company are subject to the following conditions: (w) the consideration payable upon consummation of such Sale of the Company to all of the Members and Economic Owners shall be allocated among the Members and Economic Owners as set forth in Section 4.7; provided that if the Shareholder must agree Company does not elect to make to redeem all of the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make Class F Preferred Units in connection with the proposed Transfer; Sale of the Company, the Class F Preferred Unit Holders shall have the right to receive the payment set forth in clause (1) below upon consummation of such Sale of the Company in lieu of the payment of the portion of the transaction consideration to which they would otherwise be entitled that relates to the Unpaid Accrued Dividends with respect to the Class F Preferred Units held by the Class F Preferred Unit Holders, (x) except as set forth in the proviso in clause (w) and provided furtherexcept as set forth in clause (z), upon the consummation of the Sale of the Company, all of the Members and Economic Owners shall receive the same form of consideration per Unit of the same class or other equity interest, (y) with respect to the Blockers, such Sale of the Company shall satisfy Section 8.4(d), and (z) with respect to Cigna, if the acquirer in such Sale of the Company is a Designated Person, Cigna’s consideration in such transaction must be paid in cash in an amount equal to the fair market value of the transaction consideration to which Cigna would otherwise have been entitled in accordance with clause (y) if this clause (z) were disregarded, with the fair market value of any non-cash transaction consideration to be reasonably agreed between Cigna and the Board, in each case acting in good faith. The Company shall not enter into any agreement for a transaction constituting a Sale of the Company unless (1) such agreement provides for the payment in cash to the Class F Preferred Unit Holders of an amount no less than the full amount of the aggregate Unpaid Accrued Dividends with respect to the Class F Preferred Units held by the Class F Preferred Unit Holders pursuant to the terms set forth above, and (2) the acquiring or surviving Person in such Sale of the Company represents or covenants, in form and substance reasonably satisfactory to the Board acting in good faith, that all at the closing of such Sale of the Company such Person shall have sufficient funds to consummate such Sale of the Company and effect such payment. (b) 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 any such indemnification, escrow, holdback and adjustment obligations undertaken by any Member (A) shall be in proportion to such Member’s Units in the Company determined on the basis of such Member’s Fully Diluted Ownership Percentage as of the time of such Sale of the Company, and (B) shall not exceed the total amount of consideration received by such Member in connection with such Sale of the Company. No Member shall have to make any representations or warranties with respect to the Company or any of its Subsidiaries in such Sale of the Company; provided that each Member shall provide customary representations and warranties in its capacity as a Member of the Company (on a several and not joint basis), including with respect to such Member’s title to and ownership of the Units held by such Member. Finally, (i) no Class G Preferred Unit Holder, Class F Preferred Unit Holder, Class E Preferred Unit Holder (other than Class E-3 Restricted Holders), Class D Preferred Unit Holders, Class C Preferred Unit Holder, Class B Preferred Unit Holder or Class A Preferred Unit Holder (or holder of Common Units issued upon conversion of Preferred Units) shall be made obligated to agree to any non-compete, non-solicitation or other restrictive covenant in connection with any such Sale of the Company and (ii) no Class E-3 Restricted Holder shall be obligated to agree to any restrictive covenants in connection with any such Sale of the Company that are materially more restrictive, in the aggregate, that those set forth on Schedule 7.10. (c) To the extent that a Member or Economic Owner does not take any actions when requested by the Shareholder Board pursuant to Section 8.4(a), each such Member or Economic Owner hereby constitutes and Blackstone severally appoints the Board as such Member’s or Economic Owner’s true and not jointly lawful attorney-in-fact and that authorizes such attorney-in-fact to execute on behalf of such Member or Economic Owner any and all documents and instruments which such attorney-in-fact deems necessary and appropriate in connection with the liability Sale of the Shareholder Company. The foregoing power of attorney is irrevocable and Blackstone is coupled with an interest. (whether pursuant to a representationd) At the request of the Oak Blocker, warrantythe Kinnevik Blocker, covenantany Summit Blocker and/or the Town Hall Ventures Blocker, indemnification provision or agreement) for liabilities in respect any Sale of the Company shall be evidenced structured in writings executed by them and a manner that ensures that all of the Third Party and Blocker Equities of such Blocker shall be borne sold or transferred to a proposed purchaser in lieu of a sale of the Units owned by each such Blocker, or in conjunction with any merger, consolidation, reorganization or similar transaction. For the avoidance of them on doubt, and subject to Section 4.7, any such sale of Blocker Equities of a pro rata basis. The "Applicable Number" Blocker shall mean a number (rounded up to the nearest whole number) be for consideration of an aggregate price equal to the product amount such Blocker would have received had it sold its Units directly to the proposed purchaser. Any cash balance (net of (iaccrued liabilities) held by such Blocker at the quotient determined time of the Sale of the Company shall be distributed by dividing (A) such Blocker to the aggregate number owner of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number Blocker Equities of shares owned by Blackstone such Blocker immediately prior to the contemplated Transfer and effectiveness of such Sale of the Company. (iie) This Section 8.4 shall terminate upon the total number consummation of an Initial Option SharesPublic Offering.

Drag-Along Rights. Solely with respect (a) Subject to Section 8.5(d), at any time that the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth majority (the “Dragging Member(s)”) approve a Sale of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") Company to purchase 50% one or more Persons (an “Approved Sale”), each Member and the Company shall consent to and raise no objections against the Approved Sale, and if such Approved Sale is structured as (i) a merger or consolidation of the shares Company or a Company Asset Sale, each Member shall, and hereby does, waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger, consolidation or sale, or (ii) a sale of Common Stock then owned by Blackstone Equity Securities, each Member shall, and such offer is accepted by Blackstonehereby does, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares agree to such Third Party upon sell their Equity Securities on the terms and conditions of the offer Approved Sale. Each Member (in its capacity as a Member and, if applicable, as a Manager or an officer) and the Company shall take all necessary and desirable actions in connection with the consummation of the Approved Sale, including without limitation time the execution of payment such agreements and form of considerationsuch instruments and other actions reasonably necessary to (A) applicable to Blackstone, provided that provide the Shareholder must agree to make to the Third Party the same representations, warranties, indemnities (jointly and severally with respect to any escrow amounts and on a several basis thereafter), covenants, indemnities conditions, escrow agreements and other provisions and agreements that Blackstone agrees relating to make such Approved Sale and (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below. The Members shall not be required to comply with, and shall have no rights under, Sections 8.1 through 8.4 in connection with any Approved Sale. (b) The Company shall provide the proposed Transfer; Members with written notice of any Approved Sale at least ten (10) days prior to the consummation thereof setting forth in reasonable detail the terms (including price, time and provided furtherform of payment) of any Approved Sale. Each Member shall receive the same portion of the aggregate consideration from such Approved Sale that such Member would have received if such aggregate consideration (in the case of a Company Asset Sale, that after payment or provision for all representations liabilities) had been distributed by the Company pursuant to Section 12.6. (c) Each Member and warranties the Company hereby grants an irrevocable proxy and power of attorney to any Person designated by the Dragging Member (the “Member Nominee”) to take all reasonable actions and execute and deliver all documents deemed reasonably necessary and appropriate by such Person to effectuate the consummation of any Approved Sale. The proxies and powers granted by the Members hereunder are coupled with an interest and are given to secure the performance of the Members’ obligations hereunder. Such proxies and powers shall be made by irrevocable for the Shareholder term of this Agreement and Blackstone shall survive the death, incompetency, disability or bankruptcy of any Member or Permitted Transferee thereof. The Members hereby agree to indemnify, defend and hold the Member Nominee harmless (severally in accordance with their pro rata share of the consideration received in any such Approved Sale (and not jointly and that the liability severally)) against all liability, loss or damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), relating to or arising from its exercise of the Shareholder proxy and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision power of attorney granted hereby absent gross negligence or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharesfraud.

Drag-Along Rights. Solely (a) If a Stockholder or group of Stockholders proposes to sell in one transaction or a series of related transactions, directly or indirectly, all, but not less than all, of the Equity Securities held by such Stockholder or group of Stockholders (each, a “Dragging Stockholder”) to a third party in a Qualified Sale, the Dragging Stockholder(s) shall have the right, but not the obligation, to require any or all of the other Stockholders (the “Dragged Stockholders”) to sell all, but not less than all, of their respective Equity Securities to such third party, and such sale by the Dragged Stockholders shall be made at the same price per Equity Security and on the same other terms and conditions as the Qualified Sale. (b) The Dragging Stockholder(s) shall, within two (2) Business Days after agreeing to definitive documentation with respect to a Qualified Sale for which the Initial Option SharesDragging Stockholder(s) wishes to exercise its rights under this Section 5, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than oneprovide to the Dragged Stockholders written notice (the “Drag-fourth of Along Notice”) specifying the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the material terms and conditions of the offer Qualified Sale, including the identity of the third party to which the Qualified Sale is proposed to be made and the price per Equity Security to be paid. (including without limitation time c) Each Dragged Stockholder shall (i) make, or agree to make, a representation that such Stockholder is the lawful owner of payment its Equity Securities and form has good and clear title to such Equity Securities, free and clear of considerationany Encumbrances (except for any Encumbrance that may be imposed pursuant to this Agreement or any of the other Transaction Documents) applicable and (ii) take all such actions and exercise its voting rights with respect to Blackstoneits Equity Securities or its right to act by written consent, provided as applicable, in such manner as may be reasonably necessary or appropriate to ensure that the Shareholder must agree Qualified Sale is consummated. (d) At the closing of a Qualified Sale, the Dragging Stockholder(s) shall remit, or procure the remittance, to make each Dragged Stockholder its share of the consideration for the Equity Securities sold by such Dragged Stockholder pursuant to the Third Party the same representationsQualified Sale, warranties, covenants, indemnities it being understood that each Dragged Stockholder shall bear its proportionate share of all reasonable third party transaction fees and agreements that Blackstone agrees to make expenses in connection with the proposed Transfer; Qualified Sale. (e) If the Qualified Sale is not consummated within sixty (60) days from the date of the Drag-Along Notice, the Dragging Stockholder(s) shall deliver another Drag-Along Notice in order to be entitled to continue to exercise its rights under this Section 5. (f) Each Stockholder understands and provided further, agrees that all representations and warranties any Dragging Stockholder proposing to make a Qualified Sale is under no obligation to any other Stockholder pursuant to this Section 5 as a result of any decision by such Dragging Stockholder not to consummate a Qualified Sale (it being understood that such decision shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities such Dragging Stockholder in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharesits sole discretion).

Drag-Along Rights. Solely with respect to (a) If the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth Board approves a sale of the Common Stock owned Company or substantially all of its assets to a Third Party (an "Approved Sale"), whether by Blackstone on way of merger, consolidation, sale of interests or assets, or otherwise, the date hereofIndividual shall consent to and raise no objections against the Approved Sale, and if Blackstone receives, in the Approved Sale is structured as (i) a privately negotiated transaction, an offer from a person other than the Shareholder merger or any of his affiliates (a "Third Party") to purchase 50% or more consolidation of the shares Company, or a sale of all or substantially all of the Company's assets, the Individual shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) a sale of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of BlackstoneStock, the Shareholder agrees that he will Transfer Individual shall agree to sell the Applicable Number (as defined below) of the Initial Option Individual's Shares to such Third Party upon on the terms and conditions approved by the Board in accordance with the terms hereof. The Individual shall take all necessary and desirable actions approved by the Board in connection with the consummation of the offer Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary (including without limitation time i) to provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Approved Sale, to the extent reasonably customary in similar transactions, and (ii) to effectuate the allocation and distribution of payment the aggregate consideration upon the Approved Sale as set forth below. (b) The obligations of the Individual pursuant to this Section 3.2 are subject to the following conditions: (i) upon consummation of the Approved Sale, the Individual shall receive from the Approved Sale the same amount of consideration with respect to each of its Shares that all other holders of Common Stock shall receive with respect to each share of such Common Stock; (ii) if any holder of Common Stock is given an option as to the form and form amount of considerationconsideration to be received, the Individual will be given the same option; (iii) applicable the Individual shall not be obligated to Blackstonemake any out-of-pocket expenditure prior to the consummation of the Approved Sale (excluding modest expenditures for postage, copies, etc.) and the Individual shall not be obligated to pay more than his pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale to the extent such costs are incurred for the benefit of all securityholders of the Company and are not otherwise paid by the Company or the acquiring party, provided that the Shareholder must agree Individual's liability for such expenses shall be capped at the total purchase price received by the Individual for his Shares; and (c) in the event that the Individual is required to make to the Third Party the same representations, warranties, covenants, provide any representations or indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all Approved Sale (other than representations and warranties indemnities concerning the Individual 's valid ownership of his Shares, free and clear of any and all Liens, the Individual's authority, power and right to enter into and consummate such purchase or merger agreement without violating any other agreement and other representations and indemnities that are individual to the Individual), then the Individual shall not be made liable for more than his Pro Rata Share of any liability for misrepresentation or indemnity and such liability shall not exceed the total purchase price received by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) Individual for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option his Shares.

Drag-Along Rights. Solely (a) If at any time Vxxxxxx, while holding (together with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth his Affiliates) at least a majority of the outstanding Common Stock owned by Blackstone on of the date hereofCompany, if Blackstone receives, in receives a privately negotiated transaction, an bona fide offer from a person Third-Party Purchaser to consummate, in one transaction, or a series of related transactions, a Change of Control (a “Drag-Along Sale”), Vxxxxxx shall have the right to require that Ameris participate in such Transfer in the manner set forth in this Section 3.02, provided, however, that Ameris shall not 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. securities exchange or traded on the Shareholder or any of NASDAQ Stock Market. (b) Vxxxxxx shall exercise his affiliates rights pursuant to this Section 3.02 by delivering a written notice (a "Third Party"the “Drag-Along Notice”) to purchase 50% Ameris at least thirty (30) days prior to the closing date of such Drag-Along Sale. The Drag-Along Notice shall make reference to Vxxxxxx’x rights and obligations hereunder, shall include a copy (which may be in draft form) of any stock purchase, merger or more other acquisition agreement proposed to be executed by Vxxxxxx or the Company in connection therewith, and a copy (which may be in draft form) of any agreement proposed to be executed by Ameris in connection therewith, and shall describe in reasonable detail: (i) the number of shares of Common Stock to be sold by Vxxxxxx, if the Drag-Along Sale is structured as a Transfer of Common Stock; (ii) the identity of the Third-Party Purchaser; (iii) the proposed date, time and location of the closing of the Drag-Along Sale; and (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. (c) If the Drag-Along Sale is structured as a Transfer of Common Stock, then, subject to Section 3.02(d), Vxxxxxx and Ameris shall Transfer to the Third-Party Purchaser the number of shares equal to the product of (x) the aggregate number of shares of Common Stock the Third-Party Purchaser proposes to buy as stated in the Drag-Along Notice and (y) a fraction (A) the numerator of which is equal to the number of shares of Common Stock then owned held by Blackstone Vxxxxxx or Ameris, as the case may be, and such offer (B) the denominator of which is accepted equal to the number of shares then held by Blackstoneall of the Shareholders (including, thenfor the avoidance of doubt, at Vxxxxxx and Ameris). (d) The consideration to be received by Ameris shall be the request same form and amount of Blackstoneconsideration per share of Common Stock to be received by Vxxxxxx (or, if Vxxxxxx is given an option as to the form and amount of consideration to be received, the Shareholder agrees that he will Transfer the Applicable Number (as defined belowsame option shall be given) of the Initial Option Shares to such Third Party upon and the terms and conditions of such Transfer shall, except as otherwise provided in the offer (including without limitation time of payment and form of consideration) applicable to Blackstoneimmediately succeeding sentence, provided that be the Shareholder must agree to same as those upon which Vxxxxxx Transfers his Common Stock. Ameris shall make to the Third Party or provide the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make as Vxxxxxx makes or provides in connection with the proposed TransferDrag-Along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to Vxxxxxx, Xxxxxx shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); and provided furtherprovided, that all representations representations, warranties, covenants and warranties indemnities shall be made by the Shareholder Vxxxxxx and Blackstone Ameris severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by Vxxxxxx and Ameris, in each case in an amount not to exceed the aggregate proceeds received by Vxxxxxx and Ameris in connection with the Drag-Along Sale. (e) The fees and expenses of Vxxxxxx 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 Vxxxxxx for his sole benefit will not be considered to be for the liability benefit of all Shareholders), to the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision extent not paid or agreement) for liabilities in respect of reimbursed by the Company or the Third-Party Purchaser, shall be evidenced in writings executed shared by them and all the Third Party and shall be borne by each of them Shareholders on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) , based on the aggregate number of shares owned consideration received by Blackstone each Shareholder; provided, that no Shareholder shall be obligated to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately make or reimburse any out-of-pocket expenditure prior to the contemplated Transfer 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 delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by Vxxxxxx. (iig) Vxxxxxx shall have ninety (90) days following the total number date of Initial Option Sharesthe Drag-Along Notice in which to consummate the Drag-Along Sale, on the terms set forth in the Drag-Along Notice (which such ninety (90) day period may be extended for a reasonable time not to exceed one hundred twenty (120) days to the extent reasonably necessary to obtain any Government Approvals). If at the end of such period, Vxxxxxx has not completed the Drag-Along Sale, Vxxxxxx may not then effect a transaction subject to this Section 3.02 without again fully complying with the provisions of this Section 3.02.

Drag-Along Rights. Solely with respect If at any time prior to the Initial Option SharesTriggering Date, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder one or more Permitted Holders or any of his affiliates their respective Affiliates determines to sell all of the Capital Stock of the Company owned by them to a Person other than a Permitted Holder or its Affiliate in a transaction resulting in a Change of Control, the transferring Permitted Holder or Permitted Holders (a whether directly or through an Affiliate) shall have the right (the "Third PartyDrag- Along Right") to purchase 50% or more require the Holders of the shares of Common Stock then owned by Blackstone and Subject Equity to sell such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares Subject Equity to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, transferee; provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone consideration to be included received by the Holders of Subject Equity shall be the same type of consideration received by the Permitted Holders and their Affiliates and, in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer any event, shall be cash or freely transferable marketable securities, and (ii) after giving effect to such transaction, the total number Permitted Holder or Permitted Holders making the transfers and their Affiliates shall not own, directly or indirectly, any Capital Stock or rights to purchase Capital Stock of Initial Option Sharesthe Company (excluding successors for purposes of this section 3.3). Any Warrants or Registrable Securities, or both, purchased from the Holders thereof pursuant to this Section 3.3 shall be paid for at the same price per share of Common Stock and upon the same terms and conditions as such proposed transfer of Common Stock by the Permitted Holders and their Affiliates. The price per Warrant to be paid by the Proposed Purchaser shall be less the aggregate Exercise Price of such Warrant per share. If the Subject Equity to be purchased includes securities other than Common Stock, the price to be paid for such securities shall be the same price per share or other denomination paid by the proposed purchaser for like securities purchased from the Permitted Holders and their Affiliates or, if like securities are not purchased from the Permitted Holders and their Affiliates, the Fair Market Value of such securities determined by an independent financial expert selected by the Company.

Drag-Along Rights. Solely (a) Prior to the consummation of a Qualified IPO, if the Majority Preferred Stockholders, whether alone or in combination with any other Holdings Securityholders (the “Drag-Along Group”), determine to undertake a Sale of the Company or any other sale, conveyance or other disposition of Opco, Holdings (or, at the election of the Majority Preferred Stockholders, the Company), in one or a series of related transactions and whether by merger, consolidation, sale of all or substantial portion of Opco’s or Holdings’ (or the Company’s) assets, sale of all or a substantial portion of the assets of or equity in a business unit or division of Opco, Holdings or the Company, or sale or exchange of equity interests (any such sale, a “Drag-Along Sale”), then upon written notice (the “Drag-Along Notice”) from the Drag-Along Group to the other Securityholders or Holdings Securityholders, as applicable (the “Drag-Along Securityholders”) (which notice shall include reasonable details and all material terms of the proposed sale or exchange, including the proposed time and place of closing and the form and amount of consideration to be received by the Drag-Along Securityholders), each Drag-Along Securityholder shall (1) if such Drag-Along Sale is structured as a sale or exchange of equity interests, transfer and deliver, or cause to be transferred and delivered, to the purchaser in the Drag-Along Sale the same proportion of such Drag-Along Securityholders’ Company Securities or Holdings Securities, as applicable (the “Drag-Along Securities”) as is being sold by the Drag-Along Group, in the aggregate, in the Drag-Along Sale and (2) subject to Section 4.2(d), take each of the other actions described in this Section 4.2 that are applicable to such Drag-Along Securityholder. Subject to Section 4.2(d), the Drag-Along Group also may require each Drag-Along Securityholder (i) to agree to substantially the same terms and conditions in connection with the Drag-Along Sale as the Drag-Along Group receives, and to execute and deliver such agreements, instruments and certificates reflecting those terms and conditions as the Drag-Along Group shall execute and deliver; (ii) to deliver certificates and/or other instruments, if any, representing that portion of such Drag-Along Securityholders’ Drag-Along Securities to be transferred pursuant to this Section 4.2(a), together with Unit or other appropriate powers therefor duly executed, at the closing, free and clear of all liens; and (iii) waive any appraisal, dissenters’ or similar rights that may be available to such Drag-Along Securityholders under any law, rule, regulation, statute, agreement, organizational document or otherwise in connection with such Drag-Along Sale. (b) The consideration payable in a Drag-Along Sale (i) structured as a sale at the level of Holdings, shall (x) after payment of fees and expenses (allocated in accordance with Section 4.1(c)), reflect the relative equity value of the Holdings Securities (taking into account, for the avoidance of doubt, the “Stated Value,” as defined in the Certificate of Designations) and (y) with respect to any amount payable based upon the Initial Option Sharesallocation in clause (b)(i)(x), so long the economic distribution among Company Securityholders described in Section 4.1 and this Agreement shall control in distributing proceeds to the Company Securityholders and (ii) structured as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth a sale at the level of the Common Stock owned Company, after payment of fees and expenses (allocated in accordance with Section 4.1(c)), shall be allocated in accordance with 4.1(e). (c) Notwithstanding anything to the contrary in this Agreement, after the Drag-Along Notice has been provided by Blackstone on the date hereofDrag-Along Group to the Drag-Along Securityholder pursuant to this Section 4.2(a) with respect to any Drag-Along Sale, if Blackstone receives, in a privately negotiated transaction, an offer from a person no Drag-Along Securityholder may transfer any of its Drag-Along Securities to any Person other than pursuant to such Drag-Along Sale and in accordance with this Section 4.2(a). (d) Each Drag-Along Securityholder shall make or agree to the Shareholder same representations, warranties, covenants and agreements as those made or agreed to by the Drag-Along Group in connection with any Drag-Along Sale (except that in the case of his affiliates (a "Third Party") any representations, warranties, covenants and agreements pertaining specifically to purchase 50% or more any member of the shares of Common Stock then owned by Blackstone and such offer is accepted by BlackstoneDrag-Along Group, then, at each Drag-Along Securityholder shall make the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided that, notwithstanding the foregoing or anything to the contrary in this Agreement, no Drag-Along Securityholder shall (i) if not, as of immediately prior to such Drag-Along Sale, party to or bound by any non-compete, non-solicitation or similar restrictive covenant with respect to Opco, Holdings, the Company or any of its Subsidiaries, be required to agree to any non-compete, non-solicitation or similar restrictive covenant or (ii) if, as of immediately prior to such Drag-Along Sale, party to or bound by any non-compete, non-solicitation or similar restrictive covenant with respect to Opco, Holdings, the Company or any of its Subsidiaries, be required to agree to any non-compete, non-solicitation or similar restrictive covenant that Blackstone agrees is more onerous than any similar restrictive covenant to make which such Drag-Along Securityholder is, as of immediately prior to such Drag-Along Sale, party to or bound by with respect to Opco, Holdings, the Company or any of its Subsidiaries. Each Drag-Along Securityholder and member of the Drag-Along Group shall be obligated with respect to indemnification as provided in Section 4.1(b)(v), mutatis mutandis. (e) Holdings, the Company and each Securityholder shall, and shall cause each of its Affiliates to, reasonably cooperate with the Drag-Along Group in connection with any Drag-Along Sale and shall take all actions as may be reasonably necessary or desirable, at the election of the Drag-Along Group, to consummate such Drag-Along Sale, including (i) voting all of the Company Securities and Holdings Securities held by such Securityholder in favor of such Drag-Along Sale at any meeting of Securityholders or acting by written consent with respect to such securities to approve such Drag-Along Sale (whether or not such Securityholder approval of the Drag-Along Sale is required by applicable Law), (ii) using its reasonable best efforts to cause any individuals designated by such Securityholder to serve on the Board or other governing body to (x) call special Board (or other governing body) and Securityholder meetings to vote on or approve the Drag-Along Sale and (y) vote in favor of the Drag-Along Sale or to consent in writing to the Drag-Along Sale, which reasonable best efforts shall include, in the case of any Executive Holder who is a member of the Board or other governing body, taking the actions described in clauses (x) and (y) directly and, in the event that any individual designated by such Securityholder to serve on the Board or other governing body fails to take the actions described in clauses (x) or (y), removing such individual and replacing them with a new designee (or series of designees) on such Board or other governing body until the actions described in clauses (x) and (y) are completed, (iii) subject to Section 4.2(d), executing, acknowledging and delivering such agreements, consents, waivers and other documents and instruments, furnishing such information and documents, and filing such applications, reports, returns and other documents and instruments with governmental authorities, in each case, as may be reasonably necessary or desirable in connection with the proposed Transfer; Drag-Along Sale and provided further, that all representations and warranties shall be made at the Company’s sole expense (unless prohibited by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision any loan or agreement) for liabilities in respect other credit facility of the Company shall or any of its Subsidiaries and other than any separate legal counsel of any Securityholder), (iv) causing the Company to hire the nationally recognized investment bank selected by the Majority Preferred Stockholders to assist with the Drag-Along Sale process at the Company’s and its subsidiary’s expense and (v) subject to Section 4.2(d), taking such other actions as may be evidenced reasonably requested by the Drag-Along Group in writings executed connection with the Drag-Along Sale at the Company’s sole expense (unless prohibited by them any loan or other credit facility of the Company or any of its Subsidiaries and other than any separate legal counsel of any Securityholder) (it being hereby acknowledged by each party hereto that such further actions may be requested by the Third Party Company, Holdings or the Drag-Along Group notwithstanding, and shall be borne not limit in any manner the effect of, any approval, consent or waiver already given by each of them on a pro rata basis. The "Applicable Number" shall mean a number such Securityholder hereunder). (rounded up f) Each Securityholder (other than the Majority Preferred Stockholders) hereby grants to the nearest whole numberDrag-Along Group collectively (acting by unanimous consent) equal to an irrevocable proxy and power of attorney (with full power of substitution), for and in the product name, place and stead of such Securityholder, (i) to vote all of the quotient determined Company Securities and Holdings Securities held by dividing (A) the aggregate number such Securityholder in favor of shares owned by Blackstone any Drag-Along Sale to be included effected in accordance with this Section 4.2 at any meeting of Securityholders or to act by written consent with respect to such securities to approve such Drag-Along Sale (whether or not Securityholder approval of the contemplated Transfer Drag-Along Sale is required by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer applicable Law), and (ii) subject to Section 4.2(d), to take any and all other actions contemplated by Section 4.2 that may be necessary or advisable to consummate any Drag-Along Sale to be effected in accordance with this Section 4.2 or to transfer to the total number purchaser the Company Securities or Holding Securities, as applicable, that such Securityholder is required to transfer to the purchaser in connection with such Drag-Along Sale pursuant to this Section 4.2 (it being hereby acknowledged by each Securityholder that such actions may be taken by the Drag-Along Group notwithstanding, and shall not limit in any manner the effect of, any approval, consent or waiver already given by such Securityholder hereunder). Each Securityholder (other than the Majority Preferred Stockholders) hereby agrees that the irrevocable proxy and power of Initial Option Sharesattorney set forth in this Section 4.2(f) is given to secure the performance of the obligations of such Securityholder under this Section 4.2 and that such proxy and power of attorney shall be irrevocable, shall be deemed to be coupled with an interest, shall extend for the term of this Agreement of, if earlier, until the last date permitted by applicable Law, and shall be binding upon the successors and assigns of the applicable Securityholder. Except as expressly contemplated by this Agreement, no Securityholder shall grant any proxy or power of attorney or become party to any voting trust or other agreement that is inconsistent with or conflicts with the provisions of this Section 4.2. (g) Notwithstanding any provision in this Agreement to the contrary, Vestar Capital Partners shall be entitled to be paid fees for financial advisory or other similar services provided by it, including, without limitation, in connection with a Drag-Along Sale, to the extent set forth in the Management Agreement. (h) For the avoidance of doubt, it is agreed that the Majority Preferred Stockholders desire to initiate a process regarding a transaction within the scope of this Section 4.2, in furtherance of which the Majority Preferred Stockholders shall have the right to share confidential information concerning the Company, Holdings or any of their respective Subsidiaries with potential counterparties, subject to such counterparties’ execution of a customary confidentiality agreement concerning such confidential information, in a form that is reasonably acceptable to the Company.

Drag-Along Rights. Solely (a) If the Electrum Parties approve a Qualifying Sale, then the Electrum Parties may deliver a notice (a “Drag-Along Notice”) to Liberty setting forth (i) the number of shares of Equity Securities proposed to be Transferred in such Qualifying Sale, (ii) the price per share at which the shares of Equity Securities are proposed to be Transferred in such Qualifying Sale, (iii) all Liens and Restrictions to which the shares of Equity Securities proposed to be Transferred in such Qualifying Sale will be subject, (iv) whether the Equity Securities proposed to be Transferred in such Qualifying Sale are to be Transferred for cash or other consideration and (v) the other material terms of the proposed Qualifying Sale. (b) Upon receipt of a Drag-Along Notice, Liberty shall be required: (i) if such Qualifying Sale requires Stockholder approval, to vote all Liberty Securities in favor of, and adopt, such Qualifying Sale and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company or the Electrum Parties to consummate such Qualifying Sale; (ii) subject to Section 3.05(c), to execute and deliver all related documentation and to take such action in support of the Qualifying Sale as reasonably requested by the Company and the Electrum Parties in order to carry out the terms of this Section 3.05, including executing and delivering instruments of conveyance and Transfer, share certificates duly endorsed for Transfer (free and clear of any impermissible Liens or Restrictions), any purchase, merger or similar Contract, consent, waiver or documents necessary in connection with the receipt of a Governmental Approval, and any similar or related documents; (iii) not to deposit, and to cause its Affiliates not to deposit, any Liberty Securities in a voting trust or subject any Liberty Securities to any arrangement with respect to the Initial Option Sharesvoting of such Liberty Securities, unless specifically requested to do so long by the proposed acquirer in connection with such Qualifying Sale; (iv) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Qualifying Sale; and (v) to Transfer to the proposed transferee, as this Appendix A applicable, (A) all shares of Liberty Securities then Beneficially Owned by Liberty or (B) in the event of a Stock Sale, the (1) number of shares of Liberty Securities then Beneficially Owned by Liberty multiplied by (2) a fraction, (I) the numerator of which is the number of shares of Electrum Securities proposed to be Transferred by the Electrum Parties as set forth in the Drag-Along Notice and (II) the denominator of which is the number of shares of Electrum Securities then Beneficially Owned in the aggregate by the Electrum Parties. (c) Upon exercise by the Electrum Parties of Drag-Along Rights, the terms on which Liberty actually Transfers Liberty Securities in connection with such Qualifying Sale shall remain in effect not be less favorable, and Blackstone beneficially owns shall not include less than one-fourth of the Common Stock owned by Blackstone on the date hereofcash, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of terms on which the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Electrum Parties Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree their Electrum Securities. Liberty shall be required to make to the Third Party the same representations, warranties, covenants, indemnities covenants and agreements that Blackstone agrees to make as are given by the Electrum Parties in connection with the proposed Transfer; and provided further, that all representations and warranties shall such Qualifying Sale pursuant to this Section 3.05 (other than any such action which can reasonably be made taken only by the Shareholder and Blackstone severally and not jointly and that Electrum Parties). (d) If the liability Electrum Parties exercise their Drag-Along Right, the Electrum Parties shall cause the documents relating to the Qualifying Sale to include Liberty as a Transferring party. The closing of the Shareholder Transfer of any Liberty Securities by Liberty in connection with a Qualifying Sale shall, to the extent legally practicable, take place at the same time and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect place as the closing of the Company shall be evidenced Transfer of Electrum Securities by the Electrum Parties in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basisconnection with such Qualifying Sale. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of At such closing, (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior Liberty shall deliver to the contemplated Transfer transferee certificates representing the Liberty Securities subject to the Transfer, free and clear of any Lien or Restriction other than those created by this Agreement or the transferee; (ii) the total number transferee shall deliver to Liberty the consideration to be paid for the applicable Liberty Securities in accordance with the terms of Initial Option Sharesthe purchase and sale of such Liberty Securities and of the Electrum Securities; and (iii) Liberty shall execute such other documents and take such other actions as are reasonably necessary to consummate the sale of such Liberty Securities and are also being taken by the Electrum Parties (other than any such actions as can reasonably be taken only by the Electrum Parties) in connection with such Qualifying Sale.

Drag-Along Rights. Solely with respect (a) If Royal intends to Transfer (i) its entire Membership Interest in the Initial Option SharesResource Area as permitted by Section 1.1(b) of this Exhibit E or (ii) its entire Membership Interest at any time, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, if Blackstone receivesto, in either case, a privately negotiated transactionbona fide third party, an offer from Royal may elect to require CORE to sell up to twenty percent (20%) of (1) its entire Membership Interest in the Resource Area in connection with a person other than the Shareholder Transfer under item (i) in this Section 1.3(a) or any (2) its entire Membership Interest at such time in connection with a Transfer under item (ii) in this Section 1.3(a), as applicable, in order to sell, in either such case, a total of his affiliates up to 60% of all such Membership Interests to such bona fide third party, by notifying CORE of such election (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstonein either case, the Shareholder agrees that he will Transfer “Drag Right”). (b) The notice shall state the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or the contract for sale. If the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent (including without limitation time based upon the fair market value of payment the nonmonetary consideration and form stated in terms of consideration) applicable cash or currency). CORE shall be obligated to Blackstone, provided that the Shareholder must agree to make sell its Membership Interest as described above to the Third Party bona fide purchaser on the same representationsterms and conditions as the Membership Interest or its Membership Interest in the Resource Area, warrantiesas the case may be, covenants, indemnities and agreements that Blackstone agrees to make in connection being Transferred by Royal. Such sale shall take place simultaneously with the proposed Transfer; and provided furtherMembership Interest or its Membership Interest in the Resource Area, that all representations and warranties as the case may be, being Transferred by Royal. Royal’s rights set forth in this Section 1.3 shall be made binding upon the successors of CORE and any Person acquiring any portion of CORE’S Membership Interest or its Membership Interest in the Resource Area, as the case may be, by the Shareholder and Blackstone severally Transfer. (c) The Drag Right shall terminate and not jointly and that the liability of the Shareholder and Blackstone be exercisable (whether pursuant i) as to a representation, warranty, covenant, indemnification provision any Project Area(s) (or agreementMembership Interest related thereto) for liabilities in respect of which the Company shall be evidenced in writings executed Members retain an interest following Royal’s exercise of the Drag Right as permitted by them and the Third Party and shall be borne by each Section 1.1(b) of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Shares.this Exhibit E or

Drag-Along Rights. Solely with respect (a) If Holdco approves or authorizes a sale or exchange, whether directly or pursuant to a merger, consolidation or otherwise (the Initial Option Shares"Company Sale"), so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of at least a majority of the then outstanding Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, bona fide arm's-length transaction to a third party that is not an offer from a person other than Affiliate of Holdco or of the Shareholder or any of his affiliates Company (a an "Independent Third Party"), then Holdco shall have the right, subject to all the provisions of this Section 4.4 (the "Drag-Along Right"), to require each of the other Shareholders to (i) if such Company Sale is structured as a sale of stock, sell, transfer and deliver or cause to be sold, transferred and delivered to such Independent Third Party all shares of Common Stock, and other transferable options, warrants or rights to subscribe for or purchase 50% or more Common Stock (the "Other Rights"), owned by them; provided, however, that if Holdco agrees to sell less than all (the "Amount") of its shares of Common Stock to such Independent Third Party, each of the other Shareholders shall only be required to sell, transfer and deliver to such Independent Third Party an amount of shares of Common Stock and Other Interests equal to the shares of Common Stock then Stock, and Other Interests, owned by Blackstone it multiplied by a fraction the numerator of which is the Amount and the denominator of which is the total amount of shares of Common Stock, and Other Interests, owned by Holdco, or (ii) if such offer Company Sale is accepted by Blackstonestructured as a merger, thenconsolidation or other transaction requiring the consent or approval of the Company's shareholders, at vote such Shareholder's shares of Voting Stock in favor thereof, and otherwise consent to and raise no objection to such transaction, and waive any dissenters' rights, appraisal rights or similar rights that such Shareholder may have in connection therewith; and, in any such event, except to the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number extent otherwise provided in subsection (as defined belowc) of this Section 4.4, each such other Shareholder shall agree to and shall be bound by the Initial Option Shares to such Third Party upon the terms same terms, provisions and conditions (including, without limitation, provisions in respect of the offer (including without limitation time of payment and form of considerationindemnification) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company Sale as are applicable to Holdco. The provisions of Sections 4.1 through 4.3 hereof, inclusive, shall not apply to any transactions to which this Section 4.4 applies. (b) If Holdco desires to exercise Drag-Along Rights, it shall give written notice to the other Shareholders (the "Drag-Along Notice") of the Company Sale, setting forth the name and address of the transferee, the date on which such transaction is proposed to be consummated (which shall be evidenced in writings executed by them not less than 30 days after the date such Drag-Along Notice is given), and the Third Party proposed amount and form of consideration and terms and conditions of payment offered by such transferee, including, without limitation, the material terms of any debt or equity securities proposed to be included as part of such consideration, identifying the issuer or issuers thereof. If such consideration includes any non-cash consideration, such notice shall also state the fair market value of such non-cash consideration and shall be borne describe in reasonable detail the method by each which such value shall have been determined. (c) Except as contemplated by Section 4.4(d) hereof, the obligations of them on the Shareholders in respect of a pro rata basis. The "Applicable Number" shall mean a number (rounded up Company Sale under this Section 4.4 are subject to the nearest whole number) equal to satisfaction of the product of following conditions: (i) upon the quotient determined by dividing (A) consummation of the Company Sale, the same form of consideration and the same portion of the aggregate number consideration realized upon such Company Sale shall be paid or distributed in respect of shares owned each share of Common Stock then issued and outstanding (except as contemplated by Blackstone the proviso to Section 4.4 (a) hereof); (ii) if any Shareholder is given an option as to the form and amount of consideration to be included in received, each Shareholder will be given the contemplated Transfer by same option; (Biii) the aggregate number each holder of then currently exercisable rights to acquire shares owned by Blackstone immediately of Common Stock will be given a reasonable opportunity to exercise such rights prior to the contemplated Transfer consummation of the Company Sale and thereby to participate in such sale as a holder of such Common Stock; (iv) the maximum liability of any Shareholder for indemnification in respect of all matters arising pursuant to or in connection with the Company Sale shall not exceed the net proceeds received by such Shareholder from such Company Sale; and (iiv) no Shareholders shall be required to make general representations or warranties regarding the total number financial condition, business, assets or affairs of Initial Option Sharesthe Company and its Subsidiaries.

Drag-Along Rights. Solely If at any time prior to an Initial Public Offering, a Significant Stockholder Group with respect to drag-along rights (any such Person or group of such Persons for purposes of this Section 2.5, the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third PartyTransferor") wishes to purchase 50% or more transfer all of the shares of Common Stock then owned by Blackstone it and its Affiliates (PROVIDED that such offer is accepted by Blackstone, then, at the request shares of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number Common Stock constitute more than 50% of all shares of Common Stock on a Fully Diluted Basis (as defined belowin the Warrants) at such time) in a bona fide sale to any Person (the "Proposed Transferee") pursuant to which the consideration to be paid by the Proposed Transferee consists solely of cash and freely tradeable securities with an active public market and the Transferor and its Affiliates will not receive, in connection with the transactions contemplated at the time of such transfer, any other securities or options to acquire securities of Avatech, then the Transferor shall have the right (the "Drag-Along Right") to require each Warrant Securityholder to sell to the Proposed Transferee for the same per share consideration received by the Transferor all of the Conversion Shares and Warrants (calculated, in the case of any Warrants, on the number of Conversion Shares for which such Warrant is exercisable at such time) held by such Warrant Securityholder; PROVIDED that (a) such price per share is not less than the Fair Market Value (as defined in the Warrants) of Avatech per share of outstanding Common Stock on a Fully Diluted Basis and (b) each Warrant Securityholder shall not be obligated to make any representation or warranty, or incur any liability in connection with any such transfer, other than as to its ownership of the Initial Option Conversion Shares or Warrants being transferred by it. To exercise the Drag-Along Right, the Transferor shall first give to Avatech and each other Warrant Securityholder (pursuant to a list provided by Avatech) a written notice (a "Drag-Along Notice") executed by the Transferor and the Proposed Transferee and containing (a) the number of shares of Common Stock that the Proposed Transferee proposes to acquire from the Transferor and its Affiliates, and certifying that such Third Party upon shares constitute all of the shares of Common Stock owned by the Transferor and its Affiliates and more than 50% of the shares of Common Stock on a Fully Diluted Basis at such time, (b) the name and address of the Proposed Transferee, (c) the proposed purchase price (certifying that such price per share is not less than the Fair Market Value of outstanding Common Stock on a Fully Diluted Basis), terms of payment and other material terms and conditions of the offer Proposal Transferee's offer, (including without limitation time of payment and form of considerationd) applicable to Blackstone, provided a statement by the Proposed Transferee that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of Proposed Transferee (i) has been informed of the quotient determined by dividing Drag-Along Right provided for in this Section 2.5 and (Aii) has agreed to purchase the Conversion Shares in accordance with the terms of this Section 2.5 and (e) the aggregate number of shares Conversion Shares or Warrants owned by Blackstone each Warrant Securityholder with respect to which the Transferor wishes to exercise its Drag-Along Right pursuant to this Section 2.5. Each Warrant Securityholder shall thereafter be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior obligated to sell to the contemplated Transfer Proposed Transferee the Warrants and (ii) Conversion Shares subject to such Drag-Along Notice, PROVIDED that the total number sale to the Proposed Transferee is consummated within 60 days of Initial Option Sharesdelivery of the Drag-Along Notice. If the sale is not consummated within such 60-day period, then each affected Warrant Securityholder may sell, but shall no longer be obligated to sell, such Warrant Securityholder's Warrants or Conversion Shares pursuant to such Drag-Along Notice. The provisions of this Section 2.5 shall not apply to transfers between the Transferor and any of its Affiliates or between any of its Affiliates.

Drag-Along Rights. Solely If at any time AAH desires to Transfer all (or any portion) of its Interest in accordance with Section 7.01(a) to any Third Party Purchaser (or Third Party Purchasers), AAH shall have the right to require that all other Members Transfer the same portion of their respective Interests to such Third Party Purchaser (or Third Party Purchasers) at the same relative price (taking into consideration the size and type of Interest of each such other Member, but without applying any discount due to any Member's lack of control with respect to the Initial Option SharesCompany) in the same form of consideration and otherwise on substantially similar terms as the sale by AAH. AAH shall provide a notice to the Company in writing (the "Drag- Along Notice") of such sale at least 30 days prior to the date of closing thereof, so long as this Appendix A and the Drag-Along Notice shall remain in effect and Blackstone beneficially owns not less than one-fourth identify such Third Party Purchaser (or Third Party Purchasers), all material terms of the Common Stock owned by Blackstone on sale and the date hereof, if Blackstone receives, of closing. The Company shall promptly notify each Member (other than AAH) of its receipt of the Drag-Along Notice. Upon the closing of any sale by AAH of all (or such portion) of its Interest as described in a privately negotiated transactionDrag-Along Notice, an offer from a person other than such Third Party Purchaser (or Third Party Purchasers) shall pay to each Member the Shareholder consideration payable to such Member in connection with such sale of all (or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined belowportion) of the Initial Option Shares Interests of such Member to such Third Party upon Purchaser (or Third Party Purchasers), net of such Member's proportionate share (based on the terms and conditions relationship the sale price for the Interests being sold by such member bears to the aggregate sale price for all Interests being sold to such Transferee) of the offer (including without limitation time legal, investment banking and other expenses of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make AAH incurred in connection with such sale, other than any expenses payable to AAH or to any Affiliate of AAH or the proposed Transfer; Company, and provided further, that the Interests (or such portion) of all representations and warranties such Members shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant deemed Transferred to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the such Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number Purchaser (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharesor Third Party Purchasers).

Drag-Along Rights. Solely with respect (a) If iXL proposes to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth sell or otherwise ----------------- Transfer shares of the Common Stock owned by Blackstone to any third party (except through a sale pursuant to a Qualified Public Offering, to an Affiliate of iXL or to a Person that is a stockholder of iXL on the date hereofhereof (or any Affiliate of such stockholder), which if sold would effect a Change of Control then, if Blackstone receivesrequested by iXL, each other holder of shares of Stock shall join iXL in any such sale on a pro rata basis by complying fully with Section 2.2(b). The material terms and conditions of such sale, including, without limitation, the purchase price per share of Common Stock, shall be the same for all holders of Common Stock. In furtherance of the foregoing, each holder of shares of Preferred Stock hereby agrees that, if requested by iXL, such holder shall convert those shares of Preferred Stock which will be sold or transferred pursuant to this Section 2.2 into Common Stock pursuant to Section 4(a) of the applicable Certificate of Designations, and the shares of Common Stock issued upon the conversion of such Stock shall be subject to the provisions of this Section 2.2. (b) Each Stockholder who is required to join iXL in a privately negotiated transactionsale pursuant to Section 2.2(a) shall, an offer from a person other than at the Shareholder or any request of his affiliates iXL, (a "Third Party"i) to transfer, upon receipt of the - purchase 50% or more price therefor, such Stockholder's pro rata portion of the shares of Common Stock then owned to any third party purchaser or purchasers free and clear of all security interests, liens, claims or encumbrances, (ii) execute and deliver any -- agreement being executed and delivered by Blackstone iXL (or no less favorable agreement than the one being signed by iXL) containing such representations and such offer is accepted by Blackstone, thenwarranties (or, at the request option of Blackstonesuch Stockholder, indemnities in respect of representations and warranties and representations and warranties relating exclusively to such Stockholder's ownership and title to its shares of Common Stock and the Shareholder agrees ability of such Stockholder to participate in such sale) and other terms as iXL may deem to be reasonably necessary or desirable to consummate such transaction, provided, however, that he will Transfer no Stockholder shall be required to provide indemnification, in the Applicable Number aggregate, in an amount that is in excess of either its pro rata portion of the related liability or the purchase price received by such Stockholder in such sale, except in the case of such Stockholder's fraudulent acts, or to make any representations or warranties which such Stockholder reasonably believes to be false, (iii) vote in favor of any such --- transaction of which iXL has voted in favor and (iv) execute and deliver such -- instruments of conveyance and assignment and take such other actions as defined belowreasonably requested by iXL in order to consummate such transaction. (c) Notwithstanding the foregoing, iXL's rights under this Section (2.2) with respect to any shares of Stock held by any of the GE Investors shall not be applicable except in the circumstances, and subject to the terms and conditions, set forth in Section 2(c) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesInvestors Agreement.

Drag-Along Rights. Solely with respect to (i) If the Initial Option Shares, so long as this Appendix A shall remain in effect Board and Blackstone beneficially owns not less than one-fourth the holders of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more majority of the shares of Common Stock then owned outstanding approve a Sale of the Company (an "Approved Sale"), each OSI Stockholder and each holder of OSI Stockholder Shares shall vote for, consent to and take all actions required in connection with and raise no objections against such Approved Sale. If the Approved Sale is structured as a (A) merger or consolidation, each holder of OSI Stockholder Shares shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (B) sale of stock, each holder of OSI Stockholder Shares shall agree to sell all of his OSI Stockholder Shares and rights to acquire OSI Stockholder Shares, in each case on the same terms and conditions approved by Blackstone the Board and applicable to all holders of the Common Stock then outstanding. Each holder of OSI Stockholder Shares shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by the Company. (ii) The obligations of the holders of OSI Stockholder Shares with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (A) upon the consummation of the Approved Sale, each OSI Stockholder and each holder of OSI Stockholder Shares (in his or her capacity as such) shall have the right to receive the same terms, conditions and form of consideration with respect to such offer is accepted OSI Stockholder Shares (and in the same proportion of the aggregate consideration with respect to such Approved Sale that such holder would have received if the OSI Stockholder Shares constituted all of the issued and outstanding capital stock of the Company and if such aggregate consideration had been distributed by Blackstonethe Company in complete liquidation pursuant to the rights and preferences set forth in the Company's Certificate of Incorporation as in effect immediately prior to such Approved Sale); (B) if any holders of a class of OSI Stockholder Shares are given an option as to the form and amount of consideration to be received, theneach holder of such class of OSI Stockholder Shares shall be given the same option; and (c) each holder of then currently exercisable rights to acquire shares of a class of OSI Stockholder Shares shall be given an opportunity to either (i) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of such class of OSI Stockholder Shares or (ii) upon the consummation of the Approved Sale, at receive in exchange for such rights consideration equal to the request amount determined by multiplying (1) the same amount of Blackstoneconsideration per share of a class of OSI Stockholder Shares received by holders of such class of OSI Stockholder Shares in connection with the Approved Sale less the exercise price per share of such class of OSI Stockholder Shares of such rights to acquire such class of OSI Stockholder Shares by (2) the number of shares of such class of OSI Stockholder Shares represented by such rights assuming such rights were exercised as of the date of consummation of the Approved Sale; provided, however, that if the purchaser in any Approved Sale desires to have some or all OSI Stockholders who are members of the Company's management retain or rollover some or all of their OSI Stockholder Shares and/or desires to have the Principal Investor and/or other specified stockholders of the Company retain or rollover some or all of their OSI Stockholder Shares in order to qualify the Approved Sale for recapitalization accounting, the Shareholder agrees foregoing provisions in (A), (B) and (C) shall not apply to the extent of any such retention or rollover; provided further, however, that he no OSI Stockholder shall be required by this Agreement, without such OSI Stockholder's written consent, to retain or rollover some or all of their OSI Stockholder Shares, except in a merger in which all stockholders are required to be treated equally with respect to such retention or rollover. (iii) Each OSI Stockholder will Transfer bear, and shall not be required to bear more than, his or its pro rata share (based upon the Applicable Number (as defined belownumber of OSI Stockholder Shares to be sold) of the Initial Option costs of any sale of OSI Stockholder Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all such holders of OSI Stockholder Shares and are not otherwise paid by the Company or the acquiring party; provided that no such OSI Stockholder shall be required to make any such payment unless the Principal Investor is required to pay its pro rata share. Costs incurred by the holders of OSI Stockholder Shares on their own behalf will not be considered costs of the Approved Sale. Each OSI Stockholder transferring OSI Stockholder Shares pursuant to an Approved Sale shall be obligated to join on a pro rata basis (based on the number of OSI Stockholder Shares to such Third Party upon be sold) in any indemnification or other obligations that are part of the terms and conditions of the offer Approved Sale (including without limitation time other than any such obligations that relate specifically to a particular OSI Stockholder, such as indemnification with respect to representations and warranties given by an OSI Stockholder regarding such OSI Stockholder's title to and ownership of payment and form of consideration) applicable OSI Stockholder Shares). Notwithstanding the foregoing, no OSI Stockholder shall be obligated in connection with any Approved Sale to Blackstone, provided that the Shareholder must agree to make indemnify or hold harmless the transferees in an amount in excess of the net proceeds paid to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make such OSI Stockholder in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesApproved Sale.

Drag-Along Rights. Solely with respect (a) Unless a Redemption Event has occurred, if Parent enters into a definitive agreement for the sale of any of its Company Membership Interests to an unaffiliated third party and such third party is not a bank, broker-dealer or any Affiliate thereof, then Parent may deliver a written notice (a “Drag-Along Notice”) to Purchaser setting forth the proposed purchase price and terms of the sale (including a copy of the proposed purchase agreement, if any) and the identity of the transferee(s). (b) Upon receipt of the Drag-Along Notice, Purchaser shall be required to sell and transfer all or that portion of its Purchaser Membership Interests as set forth in the Drag-Along Notice (which shall in no event be less than the percentage of Parent’s total Company Membership Interests proposed to be sold by Parent in such sale) at a purchase price which is the greater of (x) the pro rata value of the Purchaser Membership Interests based upon the valuation placed upon 100% of the Company Membership Interests in the contemplated transaction and (y) the pro rata value of the Purchaser Membership Interests based upon a $55,000,000 valuation of 100% of the Company Membership Interests. (c) Purchaser shall cooperate in consummating the sale described in the Drag-Along Notice, including, without limitation, by becoming a party to the Initial Option Sharessale agreement and all other appropriate related agreements, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, thendelivering, at the request consummation of Blackstonesuch sale, an assignment of its Purchaser Membership Interests, free and clear of all liens and encumbrances, and taking any other necessary or appropriate action in furtherance thereof, including the Shareholder agrees that he will Transfer the Applicable Number execution and delivery of any other appropriate agreements, certificates, instruments and other documents. (as defined belowd) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to BlackstoneNotwithstanding any other provision contained in this Section 2.8, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties there shall be made by no liability on the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect part of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included or Parent in the contemplated Transfer by (B) event that the aggregate number of shares owned by Blackstone immediately prior sale pursuant to the contemplated Transfer and (ii) the total number of Initial Option Sharesthis Section 2.8 is not consummated for any reason whatsoever.

Drag-Along Rights. Solely with respect 7.7.1 If at any time the Founder Members undertakes any Change of Control or the WP Member, exercises its rights under Section 7.6 (the Founder Member or the WP Member as applicable, the “Dragging Member”, and each a “Drag Transaction”), then this Section 7.7 shall apply; provided that, any Drag Transaction prior to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth third (3rd) anniversary of the Common Stock Effective Date must satisfy the applicable Minimum Return Requirement. The Dragging Member may exercise its rights pursuant to this Section 7.7 by providing written notice (the “Drag-Along Notice”) to each other Member (the “Dragged Member”) and the Company of any Drag Transaction at least fifteen (15) Business Days prior to the date of the consummation of such Drag Transaction. The Drag-Along Notice shall set forth the aggregate amount of cash or Equity Securities to be delivered or paid in the Drag Transaction in respect of the Units (the “Drag Consideration”) the identity of the purchaser, the form of the Drag Consideration, and the date of consummation (proposed or otherwise). 7.7.2 Each Dragged Member shall, upon receipt of a Drag-Along Notice, agree to (i) vote for, consent to, raise no objection to and take all actions reasonably required, necessary or desirable in connection with such Drag Transaction, (ii) waive any dissenters’ rights, appraisal rights or similar rights that such Dragged Member may have under applicable law in connection with such Drag Transaction, (iii) appoint a single Member representative, designated by the Dragging Member (and reasonably acceptable to the Founder Member or WP Member, as applicable), to effect such Drag Transaction and to act on behalf of, including by negotiating, executing and delivering any agreements on behalf of, all of the Members in connection with such Drag Transaction, and the establishment of a reasonable reserve from the proceeds of the Drag Transaction to reimburse such representative for the costs and expenses incurred by such representative in such capacity and (iv) in the case of a Drag Transaction involving a sale, redemption or other transfer of Units, sell, redeem or transfer, as applicable, the percentage of each class and series of Units beneficially owned by Blackstone on such Dragged Member, equal to the date hereofsame percentage that the Units being sold, if Blackstone receivesredeemed or transferred by the Dragging Member represent of all of the Units beneficially owned by such Dragging Member, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon each case on the terms and conditions of approved by such Dragging Member in compliance with this Section 7.7. As reasonably requested by such Dragging Member, the offer (including without limitation time of payment Company and form of consideration) the Dragged Members shall cooperate fully with such Dragging Member and the purchaser or applicable counterparty to Blackstoneconsummate the Drag Transaction. Each Dragged Member shall make, provided that the Shareholder must or agree to make to the Third Party to, the same representations, warranties, covenants, indemnities covenants and agreements that Blackstone as the Dragging Member makes, or agrees to make to, in connection with the proposed Transfer; and provided furthersuch Drag Transaction, including with respect to any indemnities, holdbacks, earn-outs, amounts in escrow, deferred consideration or other contingent consideration, except that all (i) each Dragged Member shall only be required to make representations and warranties related to the Dragged Member’s valid ownership of its Units, free of all liens and encumbrances (other than those arising under applicable securities laws) and such Dragged Member’s authority, power and right to enter into and consummate such Drag Transaction without violating any other agreement or any applicable law and no Dragged Member shall be made required to enter into any non-competition, non-solicitation or similar arrangement or provide any indemnity in excess of such Dragged Member’s share of the proceeds and escrow allocated in accordance with Section 8.2, calculated as if the equity value paid in such transaction was reduced by the Shareholder and Blackstone severally and not jointly and that amount of such indemnity claim. If requested by the liability of the Shareholder and Blackstone (whether pursuant to a representationDragging Member, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall enter into such agreements that are reasonably necessary to implement the Drag Transaction. 7.7.3 The obligations of each Dragged Member pursuant to this Section 7.7 are subject to the Drag Consideration to be evidenced in writings executed received by them and the Third Party and such Dragged Member which shall be borne by allocated (a) first, to each of them Preferred Member (whether or not participating in the Drag Transaction) in an amount in cash equal to such Preferred Member’s Unpaid Preferred Return Amount until the Preferred Return on a all Preferred Units is reduced to zero, and (b) then pro rata basis. The "Applicable Number" shall mean a number (rounded up to each Participating Member in accordance with the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included units participating in the contemplated Transfer by (B) Drag Transaction. 7.7.4 The rights and obligations of the aggregate number Members pursuant to this Section 7.7 shall terminate and be of shares owned by Blackstone immediately prior to no further force and effect upon the contemplated Transfer and (ii) the total number consummation of an Initial Option SharesPublic Offering.

Drag-Along Rights. Solely with respect (a) In the event that the Shareholders or the Investors receive an offer from any Person to the Initial Option Sharespurchase all, so long as this Appendix A shall remain in effect and Blackstone beneficially owns but not less than one-fourth all, of the shares of Common Stock owned by Blackstone on (including shares issuable upon exercise of all outstanding options and Warrants) or the date hereof, if Blackstone receives, in a privately negotiated transaction, Company receives an offer to sell or otherwise dispose of all or substantially all of its assets or to merge with or into or consolidate with another Person and the Board of Directors have accepted and approved such offer, and received an opinion from a person other than nationally-recognized investment banking firm to the Shareholder or any effect that such offer is fair from a financial point of his affiliates (a "Third Party") view to purchase 50% or more the Company and its Shareholders, then each Initial Shareholder, each Management Shareholder, each Investor, the Trustees and the Escrow Agent shall be obligated to and shall upon the written request of the Board of Directors: (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the purchaser or acquiror ("Buyer"), all shares of Common Stock then owned by Blackstone each of them (including for this purpose all of the shares that then presently or as a result of any such transaction may be acquired upon the exercise of options and Warrants (net of the exercise price therefor)) on substantially identical terms (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities, as well as the relative preferences and priorities of any preferred stock then outstanding); and (ii) execute and deliver such instruments of conveyance and transfer, on terms no less favorable than other Shareholders or the Investors, and take such other action, including voting such shares of Common Stock in favor of any such transaction and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Board of Directors and Buyer may reasonably require in order to carry out the terms and provisions of this Subsection 3.4; PROVIDED that no party hereto shall be required to execute any indemnity or similar agreement rendering such party personally liable for any amount in excess of the proceeds to be received by such Person from such transaction; PROVIDED, FURTHER, that, notwithstanding the foregoing, no Investor shall be obligated to transfer any Common Stock or Warrants or other securities of the Company beneficially owned or held of record by it pursuant to this Subsection 3.4 or otherwise to comply with this Subsection 3.4 unless each of the following conditions is satisfied: (A) the closing of the proposed transaction occurs after the second anniversary of the Date of Issuance, (B) the sum of (x) the gross proceeds to be received by such Investor from the proposed transaction plus (y) the total amount of interest and principal actually received by such Investor after the Date of Issuance and through the date of the proposed transaction on the Notes held by it would allow such Investor to realize a so called "cash-on-cash return" of at least $100,000,000, (C) the terms of such transaction applicable to any Common Stock beneficially owned or held of record by the Initial Shareholders or the Management Shareholders are no more or less favorable than the terms of such offer is accepted applicable to the Common Stock or Warrants beneficially owned or held of record by Blackstonethe Investors (including with respect to the amount and nature of consideration and time of receipt thereof), then, at and (D) the request of BlackstoneInitial Shareholders, the Shareholder agrees that he will Transfer Management Shareholders and their respective Permitted Transferees receive no benefits in connection with such transaction other than payment for their respective shares of Common Stock on the Applicable Number same basis as the Investors. (as defined belowb) Not less than thirty (30) days prior to the date proposed for the closing of any transaction described in Subsection 3.4(a), the Board of Directors shall cause the Company to give written notice to each Initial Option Shares to such Third Party upon Shareholder, each Management Shareholder, each Investor, the Trustees and the Escrow Agent, setting forth in reasonable detail the name or names of Buyer, the terms and conditions of the offer (including without limitation time of payment transaction and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability closing date. In furtherance of the Shareholder provisions of this Subsection 3.4, each Initial Shareholder, each Management Shareholder, each Investor, the Trustees and Blackstone the Escrow Agent hereby (whether pursuant to a representation, warranty, covenant, indemnification provision or agreementi) for liabilities in respect irrevocably appoints the chief executive officer of the Company shall be evidenced in writings executed by them as its agent and attorney-in-fact (the Third Party "Agent") (with full power of substitution) to execute all agreements, instruments and shall be borne by each certificates and take all actions necessary or desirable to effectuate the provisions of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer this Subsection 3.4; and (ii) grants to the total number Agent a proxy (which shall be deemed to be coupled with an interest and irrevocable) to vote all shares of Initial Option SharesCommon Stock owned or controlled by such Person and exercise any consent rights applicable thereto in favor of a transaction described in Subsection 3.4(a); PROVIDED, HOWEVER, that the Agent shall not exercise such power-of-attorney or proxy with respect to any Person unless such Person is in breach of its obligations under this Subsection 3.4.

Drag-Along Rights. Solely with respect (a) Notwithstanding any provision of this Agreement to the Initial Option Sharescontrary, so long as if at any time the Requisite Holders and (subject to the last sentence of this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth paragraph) the OTPB Director approve a sale of (i) all the capital stock of the Common Corporation or (ii) all or substantially all of the assets of the Corporation, determined on a consolidated basis (each an "Approved Sale"), whether by way of merger, consolidation, sale of stock or assets, or otherwise (each, a "Sale of the Company"), all Stockholders shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a merger or consolidation of the Corporation, or a sale of all or substantially all of the assets of the Corporation, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (B) a sale of all the Stock owned by Blackstone of the Corporation, the Stockholders shall agree to sell all their shares of Stock which are the subject of the Approved Sale, on the terms and conditions approved by the Requisite Holders and (subject to the last sentence of this paragraph) the OTPB Director. Each Stockholder shall take all necessary and desirable actions approved by the Requisite Holders in connection with the consummation of the Approved Sale, including obtaining Board consent to the Approved Sale and the execution of such agreements and such instruments and other actions reasonably necessary to (x) provide customary representations, warranties, indemnities, and escrow arrangements relating to such Approved Sale and (y) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth in Section 7(b) below. The Stockholders shall be permitted to sell their Stock pursuant to an Approved Sale without complying with the provisions of Sections 5 or 6 of this Agreement. Notwithstanding any provision of this Section to the contrary, no Sale of the Company nor any terms of any Sale of the Company shall require the consent or approval of the OTPB Director if the proceeds to be received by the OTPB Stockholders in connection with such Sale of the Company will be sufficient to yield the OTPB Stockholders an Internal Rate of Return (calculated as of the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than of such Sale of the Shareholder or any Company) of his affiliates (a "Third Party") to purchase 50at least 20% or more of on the shares of Common Stock purchased by the OTPB Stockholders on the Closing Date. (b) The obligations of the Stockholders pursuant to this Section 7 are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the Stockholders shall receive the same proportion of the aggregate consideration from such Approved Sale that such holder would have received if such aggregate consideration had been distributed by the Corporation in a complete liquidation of the Corporation pursuant to the rights and preferences set forth in the Articles as in effect immediately prior to such Approved Sale (giving effect to applicable orders of priority); (ii) if any Stockholder of any class of Common Stock is given an option as to the form and amount of consideration to be received for such Stock, all holders of such class will be given the same option; (iii) all holders of then-currently exercisable Common Stock Equivalents will be given an opportunity to exercise such rights prior to the consummation of the Approved Sale (but only to the extent such Common Stock Equivalents are then owned vested or would be vested on an accelerated basis pursuant to the terms of their issuance) and participate in such sale as Stockholders; (iv) no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Approved Sale (excluding modest expenditures for postage, copies, etc.) and no Stockholder shall be obligated to pay more than his, her or its pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale to the extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by Blackstone the Corporation or the acquiring party (costs incurred by or on behalf of a Stockholder for his, her or its sole benefit will not be considered costs of the transaction hereunder), provided that a Stockholder's liability for such expenses shall be capped at the total purchase price received by such Stockholder for his, her or its shares of Stock plus Common Stock Equivalents; (v) subject to the provisions of Section 7(b)(vi), no Stockholder shall be required to provide any representations, warranties or indemnities in connection with the Approved Sale, other than representations, warranties and indemnities concerning such Stockholder's valid ownership of his, her or its shares of Stock and Common Stock Equivalents, free of all Encumbrances (other than those arising under applicable securities laws), and each Stockholder's organization and authority, power, and right to enter into and consummate such purchase or merger agreement without violating any other agreement or any organizational documents of such Stockholder; and (vi) in the event that the Stockholders are required to make any indemnities for representations and warranties made by the Company, then no Stockholder shall be liable for more than his, her or its pro rata share (based upon the number of shares of Common Stock Equivalents held and not the amount of consideration received) of any liability for misrepresentation or indemnity and such offer liability shall not exceed the total purchase price received by such Stockholder for his, her or its Common Stock Equivalents, after taxes (after giving effect to all potential amendments of tax returns arising in connection with any indemnification claim) and expenses. (c) If the Corporation and any of the Stockholders or their representatives enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each Stockholder who is accepted by Blackstone, thennot an accredited investor (as such term is defined in Rule 501 under the Securities Act) will, at the request of Blackstonethe Requisite Holders, the Shareholder agrees that he will Transfer the Applicable Number appoint a purchaser representative (as such term is defined belowin Rule 501 under the Securities Act) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make reasonably acceptable to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesRequisite Holders.

Drag-Along Rights. Solely (a) If at any time a Stockholder or one or more Stockholders who (together with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not its or their Permitted Transferees) holds no less than one-fourth 51% of the outstanding Common Stock owned by Blackstone on (collectively, the date hereof“Dragging Stockholder”), if Blackstone receives, in receives a privately negotiated transaction, an bona fide offer from a person other than the Shareholder Third Party Purchaser to consummate, in one transaction, or any a series of his affiliates related transactions, a Change of Control (a "Third Party"“Drag-along Sale”), the Dragging Stockholder shall have the right to require that each other Common Stockholder (each, a “Drag-along Common Stockholder”) and, at its election, the Preferred Stockholder (each, a “Drag-along Preferred Stockholder,” together with the Drag-along Common Stockholders, the “Drag-along Stockholders” and each, a “Drag-along Stockholder”) participate in such Transfer in the manner set forth in this Section 3.03. Notwithstanding anything to the contrary in this Agreement, each Drag-along Stockholder shall vote in favor of the transaction and take all actions to waive any dissenters, appraisal or other similar rights. (b) The Dragging Stockholder shall exercise its rights pursuant to this Section 3.03 by delivering a written notice (the “Drag-along Notice”) to purchase 50% or more the Company and each Drag-along Stockholder no later than 20 Business Days prior to the closing date of such Drag-along Sale. The Drag-along Notice shall make reference to the Dragging Stockholder’s rights and obligations hereunder and shall describe in reasonable detail: (i) (A) the number of shares of Common Stock to be sold by the Dragging Stockholder, and (B) an acknowledgement that all shares of Preferred Stock shall be transferred by each Drag-along Preferred Stockholder and in regards to the Series A Preferred Stock, for the consideration set forth in Section 3.03(d); (ii) the identity of the Third Party 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 Stock, then, subject to Section 3.03(d), the Dragging Stockholder and each Drag-along Common Stockholder shall Transfer the number of shares equal to the product of (i) the aggregate number of shares of Common Stock the Third Party Purchaser proposes to buy as stated in the Drag-along Notice and (ii) a fraction (A) the numerator of which is equal to the number of shares of Common Stock then owned held by Blackstone such Dragging Stockholder or Drag-along Common Stockholder, as the case may be, and such offer (B) the denominator of which is accepted equal to the number of shares then held by Blackstoneall of the Common Stockholders (including, for the avoidance of doubt, the Dragging Stockholder). Notwithstanding anything to the contrary set forth in this Section 3.03, if the Drag-along Sale is structured as a Transfer of Capital Stock and the Dragging Stockholder is requiring the sale of Preferred Stock in connection therewith, then, at the request of Blackstonesubject to Section 3.03(d), the Shareholder agrees that he will each Drag-along Preferred Stockholder shall Transfer all shares of Preferred Stock held by such Drag-along Preferred Stockholder. (d) The consideration to be received by a Drag-along Stockholder shall be the Applicable Number same form and amount of consideration per share of Common Stock to be received by the Dragging Stockholder (or, if the Dragging Stockholder is given an option as defined belowto the form and amount of consideration to be received, the same option shall be given) of the Initial Option Shares to such Third Party upon and the terms and conditions of such Transfer shall, except as otherwise provided in the offer (including without limitation time of payment and form of consideration) applicable to Blackstoneimmediately succeeding sentence, provided be the same as those upon which the Dragging Stockholder Transfers its Common Stock; provided, however, that the Shareholder must agree to make notwithstanding anything to the Third Party contrary set forth in this Section 3.03, the consideration to be received by the Drag-along Preferred Stockholder with respect to its shares of Series A Preferred Stock shall not exceed the applicable Redemption Price per share of Series A Preferred Stock as of the date of the Transfer. Each Drag-along Stockholder shall make or provide the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make as the Dragging Stockholder makes or provides in connection with the proposed TransferDrag-along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Dragging Stockholder, the Drag-along Stockholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself and its holdings); and provided furtherprovided, that all representations representations, warranties, covenants and warranties indemnities shall be made by the Shareholder Dragging Stockholder and Blackstone each Drag-along Stockholder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Stockholder and each Drag-along Stockholder, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Stockholder and each such Drag-along Stockholder in connection with the Drag-along Sale; and provided, further, that the liability a Drag-along Stockholder shall not be required to agree to a non-competition covenant. (e) The fees and expenses of the Shareholder Dragging Stockholder incurred in connection with a Drag-along Sale and Blackstone for the benefit of all Stockholders (whether pursuant it being understood that costs incurred by or on behalf of a Dragging Stockholder for its sole benefit will not be considered to a representationbe for the benefit of all Stockholders), warranty, covenant, indemnification provision to the extent not paid or agreement) for liabilities in respect of reimbursed by the Company shall be evidenced in writings executed by them and or the Third Party and Purchaser, shall be borne shared by each of them all the Stockholders on a pro rata basis. , based on the aggregate consideration received by each Stockholder. (f) Each Stockholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Dragging Stockholder. (g) The "Applicable Number" Dragging Stockholder shall mean have 90 Business 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 90 Business Day period may be extended for a number (rounded up reasonable time not to exceed an additional 90 Business Days to the nearest whole number) equal extent reasonably necessary to obtain any Government Approvals). If at the product end of (i) such period, the quotient determined by dividing (A) Dragging Stockholder has not completed the aggregate number Drag-along Sale, the Dragging Stockholder may not then effect a transaction subject to this Section 3.03 without again fully complying with the provisions of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharesthis Section 3.03.

Drag-Along Rights. Solely (a) In connection with respect to the Initial Option Sharesany Transfer for value (whether by sale, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth merger or otherwise) of all of the Common shares of Capital Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party"i) to purchase SCF (provided SCF owns 50% or more of the outstanding Common Stock at the time of the Transfer) or (ii) any group of Stockholders (which group includes SCF) that owns 50% or more of the outstanding Common Stock (SCF or such group of Stockholders, the “Dragging Stockholders”), to any Person other than an Affiliate of any of the Dragging Stockholders, the Dragging Stockholders shall have the right to require all of the other Stockholders (the “Non-Dragging Stockholders”) to sell all, but not less than all, of their shares of Common Stock on the terms described in this Section 2.5(b). (b) In connection with any proposed Transfer subject to this Section 2.5, the Dragging Stockholders shall give written notice to each Non-Dragging Stockholder at least 20 days prior to such Transfer, which notice shall specify the amount of consideration to be received by the Dragging Stockholders for their Capital Stock in connection with such Transfer and the place and date on which the Transfer is expected to be consummated (a “Drag-Along Notice”). The per share consideration to be received by each Non-Dragging Stockholder in a Transfer governed by this Section 2.5 shall be equal to the per share consideration to be received by the Dragging Stockholders as reflected in the Drag-Along Notice. (c) All Non-Dragging Stockholders shall consent to and raise no objections against a Transfer pursuant to this Section 2.5, and if such Transfer is structured as (i) a merger, share exchange or consolidation of the Company, or a Transfer of all or substantially all of the assets of the Company, each Non-Dragging Stockholder shall vote in favor of such Transfer and shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, share exchange, consolidation or asset sale, or (ii) a Transfer of all the shares of Capital Stock, the Non-Dragging Stockholders shall agree to sell all their shares of Capital Stock which are the subject of such Transfer, on the terms and conditions of such Transfer. The Non-Dragging Stockholders shall promptly take all necessary and desirable actions in connection with the consummation of a Transfer pursuant to this Section 2.5, including using their respective reasonable efforts to obtain consents or approvals of the Board to such Transfer. In connection with a Transfer pursuant to this Section 2.5, the Non-Dragging Stockholders shall not be required to make any representations or warranties for which such Stockholder would have personal liability in connection with such Transfer other than representations and warranties as to (and each Non-Dragging Stockholder shall execute an agreement for the benefit of the proposed transferee providing for representations and warranties as to) (i) such Non-Dragging Stockholder’s ownership of the shares of Capital Stock to be Transferred free and clear of all liens, claims and encumbrances, (ii) such Non-Dragging Stockholder’s power and authority to effect such Transfer and (iii) such matters pertaining to compliance with securities Laws as are relevant to determining whether an exemption from registration is available in connection with such Transfer; provided, however, for the avoidance of doubt the parties acknowledge that the consideration to be received by the Dragging Stockholders and the Non-Dragging Stockholders may consist of, among other things, an interest in an escrow account, a security or other consideration, the ultimate value of which may be dependent upon, among other things, the accuracy of representations and warranties relating to the Company and its business or the future performance of the Company. (d) The closing of such purchase by the transferee of the Common Stock of the Non-Dragging Stockholders shall be on the same date that the transferee acquires securities from the Dragging Stockholders (it being acknowledged that (i) in no event shall the Dragging Stockholders be obligated to Transfer any securities and (ii) the Non-Dragging Stockholders shall not be obligated to Transfer any securities unless and until the Dragging Stockholders Transfer securities hereunder), provided that such Non-Dragging Stockholders have been given 20 days’ advance notice of such closing; provided further, however, that any such closing shall be delayed, to the extent required, until the next succeeding Business Day following the expiration of any required waiting periods under the HSR Act and the obtaining of all other governmental approvals reasonably deemed necessary by a party to such Transfer. (e) If the Dragging Stockholders enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then owned by Blackstone and in effect) may be available with respect to such offer negotiation or transaction (including a merger, consolidation or other reorganization), each Stockholder who is accepted by Blackstone, thennot an Accredited Investor will, at the request and election of Blackstonethe Dragging Stockholders, either (i) appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Dragging Stockholders or (ii) agree to accept cash in lieu of any securities such Stockholder would otherwise receive in an amount equal to the fair market value of such securities as unanimously determined by the Board. (f) The Dragging Stockholders shall have the right to require the Company to cooperate fully with potential acquirors of the Company in a prospective transaction pursuant to this Section 2.5 by taking all customary and other actions reasonably requested by such Persons or such potential acquirors, including making the Company’s and its subsidiaries’ properties, books and records, and other assets reasonably available for inspection by such potential acquirors and making the employees of the Company and its subsidiaries reasonably available for interviews. (g) In connection with a Transfer pursuant to this Section 2.5, each Non-Dragging Stockholder shall promptly perform, whether before or after any such closing, such additional acts (including executing and delivering additional documents, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) terms and conditions of the Initial Option Shares which shall be no more burdensome to such Third Party upon Non-Dragging Stockholder than the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that documents executed by the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make Dragging Stockholders in connection with such Transfer) as are reasonably required to effect more fully the proposed Transfer; and provided furthertransactions contemplated by this Section 2.5. (h) Notwithstanding anything in this Agreement to the contrary, that all representations and warranties if a Transfer of Capital Stock pursuant to this Section 2.5 is not consummated for whatever reason there shall be made by no liability on the Shareholder and Blackstone severally and not jointly and that part of SCF to the liability holders of the Shareholder and Blackstone (whether Capital Stock or any other Person. The decision to effect a Transfer pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed this Section 2.5 by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included SCF is in the contemplated Transfer by (B) the aggregate number sole and absolute discretion of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesSCF.

Drag-Along Rights. Solely with respect to The provisions of this Section 9(h) shall be applicable only until such time as the Initial Option Sharestransactions contemplated by the Stock Exchange Agreement or a Liquidity Event shall have been consummated. (i) If at any time on or after December 31, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof2012, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% one or more Algatec Stockholders (for the purposes of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstonethis Section 9(h), the Shareholder agrees that he will Transfer the Applicable Number “Initiating Algatec Stockholders”) owning at least forty-five percent (as defined below45%) of the Initial Option Shares issued and outstanding share capital of Algatec shall receive a bona fide cash offer (a “Drag-Along Offer”) by a third party who is not an Affiliate of Algatec or of any of the Algatec Stockholders (for the purposes of this Section 9(h), a “Third Party”) to acquire all of the then outstanding shares or all or substantially all of the assets or businesses of Algatec (no matter how the transaction may be structured), then and in such event the Initiating Algatec Stockholder(s) may (subject to such Initiating Algatec Stockholder(s) having first complied with Section 9(f)) require each other Algatec Stockholder (each a “Drag-Along Algatec Stockholder”) to sell to such Third Party upon all of the shares then held by such Algatec Stockholder on terms not less favorable to such Algatec Stockholders than those applying to the Initiating Algatec Stockholder(s) or to vote their shares in favor of such transaction if other than a sale of shares as provided below; provided, however, that: the Drag-Along Algatec Stockholders shall not be obligated to execute and deliver any document which (A) requires such Drag-Along Algatec Stockholders to make representations or warrants regarding any aspect whatsoever of the business or prospects of Alhatec and/or its Subsidiaries, provided that such Drag-Along Algatec Stockholders (so long as the Initiating Algatec Stockholders do at least the same), shall make representations and warranties to the effect that (x) such Drag-Along Algatec Stockholder is the legal and beneficial owner(s) of the securities being sold in the sale, free and clear of all liens, claims, security interests, restrictions, agreements of sale or other encumbrances (other than any imposed by this Agreement, as amended and restated,) and (y) such Drag-Along Algatec Stockholder has the capacity or power and authority to effect such sale), (B) would subject such to restrictive covenants, or (C) requires such Drag-Along Algatec Stockholder to be obligated for any indemnification or other obligations other than (so long as the Initiating Algatec Stockholders do at least the same) (1) the obligation to join on a pro-rata basis (but not on a joint and several basis), based on its respective share of the aggregate proceeds paid by the purchaser in such sale (but only up to the amount of net proceeds actually received by such Drag-Along Algatec Stockholder in the sale), in any indemnification that the Initiating Algatec Stockholders have agreed to, and (2) any such obligations that relate specifically to a particular Algatec Stockholder such as indemnification with respect to representations and warranties given by a Algatec Stockholder regarding such Algatec Stockholder’s title to and ownership. Notwithstanding the foregoing, in the event that the Initiating Algatec Stockholders elect to exercise their rights under this Section 9(h), such Drag-Along Algatec Stockholder shall only be obligated under this Section 9(h), if the Drag Along Algatec Stockholder shall receive cash in such sale. If the Initiating Algatec Stockholders elects to exercise their right to compel a sale pursuant to this Section 9(h), the Initiating Algatec Stockholders will cause a written notice of the Drag-Along Offer (the “Drag-Along Notice”) to be delivered to each of the other Algatec Stockholders, setting forth the aggregate consideration, the identity of the Third Party and the other principal terms and conditions thereof. (ii) The Initiating Algatec Stockholders will have one hundred twenty (120) days from the date the Drag-Along Notice is given to the other Algatec Stockholders to consummate the sale to the Third Party, at the price and on the terms substantially similar to those set forth in such Drag-Along Notice, of all of the offer (including without limitation time of payment and form of consideration) applicable Shares subject to Blackstone, provided that the Shareholder must agree Drag-Along Offer pursuant to make Section 9(h). If the sale to the Third Party is not completed during such one hundred twenty (120) day period, then the other Algatec Stockholders will be released from their obligations with respect to such Drag-Along Notice (but not future Drag-Along transactions). (iii) Subject to Section 9(h), each Algatec Stockholder agrees to cast all votes to which such Algatec Stockholder is entitled in respect of its Shares, whether at any annual or special meeting, by written consent or otherwise, in the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees proportion as Shares are voted by the Initiating Algatec Stockholders to make approve any transaction or series of transactions in connection with which the proposed Transfer; and provided furtherInitiating Algatec Stockholders exercise their rights in this Section 9(h) (including, that without limitation, any recapitalization, merger, consolidation, reorganization or sale of all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability or substantially all of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect assets of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesCompany).

Drag-Along Rights. Solely (a) Subject to Section 3.8(c) hereof, if the Investor Stockholders(collectively, the "Drag-Along Transferor") approve a sale of (i) a majority of the outstanding shares of Common Stock on an as converted basis to a Bona Fide Purchaser or (ii) all or substantially all of the assets of the Company to a Bona Fide Purchaser (each an "Approved Sale"), whether by way of merger, consolidation, sale of stock or assets, or otherwise, all Stockholders shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a merger or consolidation of the Company or a subsidiary, or a sale of all or substantially all of the assets of the Company or a subsidiary, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with respect such merger, consolidation or asset sale, or (B) a sale of a majority of the outstanding shares of Common Stock on an as converted basis the Stockholders shall agree to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth sell their respective proportionate percentages of the Common Stock owned by Blackstone on an as converted basis which are the subject of the Approved Sale, on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than same terms and conditions as applicable to the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more Common Stock of the Drag-Along Transferor. The Stockholders shall take all actions reasonably requested by the Drag Along Transferor in connection with the consummation of the Approved Sale, including the execution of all agreements and such instruments and other actions requested by the Drag Along Transferor to provide the representations, warranties, indemnities, covenants, conditions, agreements, escrow agreements and other provisions and agreements relating to such Approved Sale; provided, -------- however, that each participating Stockholder's liability under any such ------- agreement or instrument shall be limited to his/her/its proportionate percentage of such liability (based on the number of shares of Common Stock on an as converted basis held by such Stockholder which are subject to the Approved Sale) and shall not exceed the proceeds received by such Stockholder. The Stockholders shall be permitted to sell their Equity Securities pursuant to an Approved Sale without complying with the provisions of Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 and 3.7 of this Agreement. (b) If the Company and/or the Drag-Along Transferor or their representatives, enter into any negotiation or transaction for which Regulation D under the Securities Act (or any similar rule or regulation then owned by Blackstone and in effect) may be available with respect to such offer negotiation or transaction (including a merger, consolidation or other reorganization), each Stockholder who is accepted by Blackstone, thennot an accredited investor (as such term is defined in Rule 501 under the Securities Act) will, at the request of Blackstonethe Company or the Drag Along Transferor, the Shareholder agrees that he will Transfer the Applicable Number appoint a purchaser representative (as such term is defined belowin Rule 501 under the Securities Act) reasonably acceptable to the Company and such Drag Along Transferor. (c) At the closing of the Initial Option Shares to such Third Party upon the terms and conditions Approved Sale, each of the offer Stockholders shall (a) execute any documents or instruments reasonably requested by the Bona Fide Purchaser, and (b) deliver to the Bona Fide Purchaser certificates for the Equity Securities, duly endorsed or accompanied by duly executed stock assignments separate from certificate, free and clear of all encumbrances (other than those created pursuant to this Agreement), against delivery by the Bona Fide Purchaser of the consideration (including without limitation time a certified check for the cash portion of payment and form of such consideration) applicable to Blackstone, provided that for the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability total sales price of the Shareholder and Blackstone Equity Securities being sold by such Stockholder. (whether pursuant to d) The provisions of this Section 3.8 shall terminate upon consummation of a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesQualified Public Offering.

Drag-Along Rights. Solely with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth If (a) a majority of the Common Stock owned members of the Company’s Board of Directors and (b) the Requisite Investors approve a sale of Company or all or substantially all of Company’s assets, whether by Blackstone on the date hereofmeans of a merger, if Blackstone receivesconsolidation, in a privately negotiated transaction, an offer from a person other than the Shareholder sale of stock or any of his affiliates assets or otherwise (a "Third Party") to purchase 50% or more “Sale of the shares Company”), all Investors and Holders shall consent to and vote their Shares in favor of Common Stock then owned by Blackstone the Sale of the Company, and if the Sale of the Company is structured as (i) a merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, each Investor and Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such offer is accepted by Blackstonemerger, thenconsolidation or asset sale, at or (ii) a sale of the request stock of Blackstonethe Company, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Investors and Holders shall agree to sell their Shares to such Third Party upon on the terms and conditions approved by (x) a majority of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability members of the Shareholder Company’s Board of Directors and Blackstone (whether pursuant to a representationy) the Requisite Investors; provided, warrantyhowever, covenantthat, indemnification provision or agreement(A) for liabilities in respect all proceeds from such Sale of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up payable to the nearest whole number) equal holders of the Company’s Stock in accordance with the Certificate of Incorporation, including, without limitation, Article 4B, Paragraph 3 thereof, which entitles the holders of Convertible Preferred Stock to a liquidation preference payment and other rights set forth therein, except that, at the product discretion of (i) the quotient determined by dividing (A) the aggregate number Company’s Board of Directors, holders of shares owned by Blackstone of Common Stock that are unvested on the date that the Sale of the Company is consummated may receive, in lieu of proceeds from the Sale of the Company and in exchange for their unvested shares of Common Stock, unvested securities or options to be included in acquire securities of the contemplated Transfer by entity surviving the Sale of the Company on an equitable basis, (B) except as set forth in the aggregate number preceding clause (A), the terms of such Sale of the Company applicable to holders of shares owned by Blackstone immediately prior of each series of Convertible Preferred Stock, in their capacities as holders thereof, shall be no less favorable than the terms applicable to the contemplated Transfer holders of all other series of Convertible Preferred Stock in their capacities as holders thereof and (iiC) if the total number Requisite Investors are given the option to choose the form of Initial Option Sharesconsideration to be received in such Sale of the Company on its Stock, the obligations of a Holder or other Investor to approve the Sale of the Company under this Section 6 shall be conditioned upon it having received the same option. Each Holder and Investor hereby irrevocably constitutes and appoints the Company and any representative or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Holder or Investor and in the name of such Holder or Investor or in its own name, for the purpose of carrying out the terms of this Section 6, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 6. Such Holder and Investor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

Drag-Along Rights. Solely with respect to After the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth fifth anniversary of the Common date on which the Series B Preferred Stock owned is first issued by Blackstone on the date hereofCompany, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number Required Preferred Percentage (as defined below) in the Fourth Amended and Restated Certificate of Incorporation of the Initial Option Shares Company, as amended from time to time (the "Restated Certificate")) approve the (i) sale of all or substantially all of the assets of the Company or (ii) sale of all of the outstanding shares of capital stock of the Company (whether by merger, consolidation, stock sale or otherwise) (an "Approved Sale"), each of the Holders shall vote to approve and raise no objections against such Approved Sale (including refraining from exercising any rights of appraisal) and shall take all reasonably necessary actions in their capacities as stockholders in connection with the consummation of such Approved Sale. If the Approved Sale is structured as a sale of all of the outstanding capital stock of the Company, the Holders shall agree to sell their pro rata amount of shares and rights to acquire shares which are subject to such Third Party upon Approved Sale on the terms and conditions approved by the Required Preferred Percentage. The obligations of the offer Holders with respect to any Approved Sale are subject to the condition that, upon the consummation of such Approved Sale, all of the stockholders of the Company will receive the same form and amount of consideration per share, or if any Holders are given an option as to the form and amount of consideration to be received, all stockholders of the Company will be given the same option, on a pro rata basis in proportion to the number of shares held by each (including without limitation time determined by assuming the full conversion of payment and form of consideration) applicable to Blackstoneall convertible securities), provided provided, however, that the Shareholder must agree to make consideration paid to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect stockholders of the Company shall be evidenced in writings executed by them reflect the priorities and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up preferences provided to the nearest whole number) equal to the product Preferred Stock in Section A.2 of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included Article Fourth in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesRestated Certificate."

Drag-Along Rights. Solely with respect to In the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, event that an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number Investor Majority (as defined below) (the “Selling Investors”) approve a Sale Event (as defined below), then the Participant hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Securities (as defined below) that such Employee owns or over which such Employee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Securities in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate of Incorporation of the Initial Option Shares Company, as amended and/or restated from time to time (the “Charter”) required in order to implement such Third Party upon Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), to sell the same proportion of shares of capital stock of the Company beneficially held by such Employee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Securities, and, on the same terms and conditions as the Selling Investors, subject to payment of the Series A Preference Amount (as defined in the Charter), which may be waived for all Investors by an Investor Majority; (c) to execute and deliver all related documentation and take such other action in support of the Sale Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and conditions provision of the offer (this Section 13, including without limitation time executing and delivering instruments of payment conveyance and form 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 considerationimpermissible liens, claims and encumbrances) applicable and any similar or related documents; (d) not to Blackstonedeposit, except as provided that in this Agreement, any Securities of the Shareholder must agree Company owned by such Participant in a voting trust or subject any Securities to make any arrangement or agreement with respect to the Third Party voting of such Securities, unless specifically requested to do so by the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make acquiror in connection with the proposed TransferSale Event; and (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event. If the consideration to be paid in exchange for the Securities pursuant to this Section 13 includes any securities and provided further, that all representations and warranties shall be made due receipt thereof by the Shareholder and Blackstone severally and not jointly and that Participant would require under applicable law (x) the liability registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to the Participant 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, the Company may cause to be paid to the Participant in lieu thereof, against surrender of the Shareholder and Blackstone (whether pursuant to a representationSecurities which would have otherwise been sold by the Participant, warranty, covenant, indemnification provision or agreement) for liabilities an amount in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) cash equal to the product fair value (as determined in good faith by the Company) of (i) the quotient determined securities which the Participant would otherwise receive as of the date of the issuance of such securities in exchange for the Securities. If the Participant fails or refuses to vote or sell its Shares as required by dividing (A) this Section 13, then the aggregate number Participant hereby irrevocably constitutes and appoints the Company and any representative or agent thereof, with full power of shares owned by Blackstone substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Participant and in the name of the Participant or in its own name, for the purpose of carrying out the terms of this Section 13, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 13. The Employee hereby ratifies all that said attorneys shall lawfully do or cause to be included in the contemplated Transfer done by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharesvirtue hereof.

Drag-Along Rights. Solely with respect (a) Each holder of Minority Shares hereby agrees that if at any time the Board or Sun elects to enter into a transaction which is likely to result in a Sale of the Initial Option SharesCompany to a Person (upon such election, an “Approved Sale”), each holder of Minority Shares will vote for, consent to and raise no objections against such Approved Sale, regardless of the consideration being paid in such Approved Sale, so long as such Approved Sale complies with this Appendix A shall remain Section 3.2. Subject to the provisions of Section 3.2(b), if the Approved Sale is structured (x) as a merger or consolidation, each such holder will waive any dissenters rights, appraisal rights or similar rights in conjunction with such merger or consolidation, (y) as a sale of equity, each such holder of Minority Shares will agree to sell up to all of such holder’s Minority Shares on the terms and conditions approved by Sun, or (z) as a sale of assets, each such holder will vote in favor of any subsequent liquidation or other distribution of the proceeds therefrom in accordance with the Company’s Certificate of Incorporation as approved by Sun. The Company and each holder of Minority Shares will take all actions requested by Sun in connection with the consummation of an Approved Sale, including the execution of all agreements, documents and instruments in connection therewith requested of the Company or such holder by Sun or of such holder by the Company. (b) Upon the consummation of the Approved Sale, each holder of Minority Shares participating in such Approved Sale will receive the same portion of the aggregate consideration available to be distributed to the stockholders of the Company (in their capacity as such) that such Stockholders participating in such sale (in their capacity as stockholders of the Company) 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 the Certificate of Incorporation as in effect and Blackstone beneficially owns immediately before such Approved Sale; provided, however, that in the case of a Stockholder who holds options or warrants exercisable into Common Stock which have not less than one-fourth yet been exercised, the consideration received shall be deemed to be reduced (for purposes of such Stockholder’s consideration only) by such option’s and/or warrant’s exercise price. (c) Each holder of Minority Shares participating in such Approved Sale will be obligated to join on a pro rata basis (applied such that after giving effect thereto, the aggregate consideration paid to each holder of Minority Shares would comply with the provisions of Section 3.2(b)) in any purchase price adjustments, indemnification or other obligations that the sellers of Minority Shares are required to provide in connection with an Approved Sale. Notwithstanding anything to the contrary contained herein, in Sun’s sole discretion, all or a portion of the Common Stock owned by Blackstone on proceeds with respect to an Approved Sale may be withheld from each seller of such Minority Shares pending the date hereofexecution of such documents or posting of such security as Sun deems necessary or appropriate in its sole discretion to cover any purchase price adjustments, if Blackstone receivesindemnification or other obligations, in a privately negotiated transactionor other contingent claims or payments of the Company, an offer from a person other than the Shareholder Sun or any seller of his affiliates Minority Shares. (d) If the Company enters into a "Third Party"negotiation for an Approved Sale or an Approved Sale transaction for which Rule 506 (or any similar rule then in effect) under the Securities Act may be available with respect to purchase 50% such negotiation or more transaction (including a merger, consolidation or other reorganization), the holders of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, thenMinority Shares will, at the request of Blackstonethe Board, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Board. If any holder of Minority Shares appoints a purchaser representative designated by the Board, the Shareholder agrees Company will pay the fees of such purchaser representative, but if any holder of Minority Shares declines to appoint the purchaser representative designated by the Board, then such holder will appoint another purchaser representative and such holder will be responsible for the fees of the purchaser representative so appointed. (e) Holders of Minority Shares will bear their pro rata share (applied such that he after giving effect thereto, the aggregate consideration paid to each holder of Minority Shares would comply with the provisions of Section 3.2(b)) of the costs of any sale of such Minority Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Minority Shares participating in such Approved Sale and are not otherwise paid by the Company or the acquiring party. Costs incurred by holders of Minority Shares on their own behalf will Transfer not be considered costs of the Applicable Number transaction hereunder; it being understood that the fees and disbursements of one counsel chosen by Sun will be deemed for the benefit of all holders of Minority Shares participating in such Approved Sale. (f) If any holder of Minority Shares fails to deliver any certificates representing its Minority Shares as required by this Section 3.2 or Section 6 below, or fails to deliver in lieu thereof, a customary affidavit (with customary indemnification provisions) attesting to the loss or destruction of such certificate(s), such holder (i) will not be entitled to the consideration that such holder would otherwise receive in the Approved Sale or in a Recapitalization (as defined in Section 6 below) of the Initial Option Shares until such holder cures such failure (provided that, after curing such failure, such holder will be so entitled to such Third Party upon consideration without interest), (ii) will be deemed, for all purposes, from and after the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable at which such certificates were due for presentment, no longer to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect Stockholder of the Company shall and will have no voting rights, (iii) will not be evidenced in writings executed by them and entitled to any dividends or other distributions declared after the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up Approved Sale or Recapitalization with respect to the nearest whole numberMinority Shares held by such holder, (iv) equal will have no other rights or privileges granted to the product of Stockholders under this or any future agreement, and (iv) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) event of liquidation of the aggregate number Company, such holder shall have no right to receive any of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharesconsideration that such holder would have received if such holder had complied with this Section 3.2 or Section 6 below.

Drag-Along Rights. Solely (a) If at any time the Managing Member and/or its Affiliates desire to Transfer (other than a pledge, encumbrance, hypothecation or mortgage) in one or more transactions all or any portion of its and/or their Membership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Managing Member (an “Applicable Sale”), the Managing Member can require each other Member and Assignee to sell the same ratable share of its Membership Interests as is being sold by the Managing Member and such Affiliates (based upon the total Membership Interests held by the Managing Member and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Managing Member may in its sole discretion elect to structure or cause 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 Non-Managing Member or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with respect such merger or consolidation or (ii) as a sale of assets, then no Non-Managing Member may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Non-Managing Member and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Managing Member of its Drag-Along Right pursuant to this Section 7.4, each Non-Managing Member and Assignee shall take all reasonably necessary and desirable actions approved by the Managing Member in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to 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 Non-Managing Members and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Managing Member or its Affiliates, (B) such Non-Managing Members and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Company or its Affiliates in connection with such Applicable Sale unless and to the Initial Option Sharesextent that such expenses, so long as this Appendix A shall remain in effect costs and Blackstone beneficially owns not less than one-fourth fees were incurred for the benefit of the Common Stock owned Company or all of its Members, (C) such Non-Managing Members and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by Blackstone on the date hereofCompany and the Non-Managing Members as sellers in respect of such Applicable Sale, if Blackstone receivesand (D) any indemnities or other liabilities approved by the Managing Member shall be limited, in a privately negotiated transactionrespect of each Non-Managing Member, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more such Non-Managing Member’s share of the shares proceeds from the Applicable Sale. (b) At least five (5) Business Days before consummation of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstonean Applicable Sale, the Shareholder agrees that he will Transfer Managing Member shall (i) provide the Non-Managing Members and Assignees written notice (the “Applicable Number (as defined belowSale Notice”) of such Applicable Sale, which notice shall contain (A) the Initial Option Shares to such Third Party upon name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of such purchaser’s offer, together with a copy of any binding agreement with respect to such Applicable Sale and (C) notification of whether or not the offer (including without limitation time of payment and form of consideration) applicable Managing Member has elected to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer exercise its Drag-Along Right and (ii) promptly notify the total number Non-Managing Members and Assignees of Initial Option Shares.all proposed changes to such material terms and keep the Non-Managing Members and Assignees reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver to the Non-Managing Members and Assignees copies of all final material agreements relating thereto not already provided in according with this Section 7.4(b)

Drag-Along Rights. Solely (a) If at any time the Managing Member and/or its Affiliates desire to Transfer (other than a pledge, encumbrance, hypothecation or mortgage) in one or more transactions all or any portion of its and/or their Membership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Managing Member (an “Applicable Sale”), the Managing Member can require each other Member and Assignee to sell the same ratable share of its Membership Interests as is being sold by the Managing Member and such Affiliates (based upon the total Membership Interests held by the Managing Member and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Managing Member may in its sole discretion elect to structure or cause 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 Non-Managing Member or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with respect such merger or consolidation or (ii) as a sale of assets, then no Non-Managing Member may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Non-Managing Member and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Managing Member of its Drag-Along Right pursuant to this Section 7.4, each Non-Managing Member and Assignee shall take all reasonably necessary and desirable actions approved by the Managing Member in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to 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 Non-Managing Members and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Managing Member or its Affiliates, (B) such Non-Managing Members and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Company or its Affiliates in connection with such Applicable Sale unless and to the Initial Option Sharesextent that such expenses, so long as this Appendix A shall remain in effect costs and Blackstone beneficially owns not less than one-fourth fees were incurred for the benefit of the Common Stock owned Company or all of its Members, (C) such Non-Managing Members and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by Blackstone on the date hereofCompany and the Non-Managing Members as sellers in respect of such Applicable Sale, if Blackstone receivesand (D) any indemnities or other liabilities approved by the Managing Member shall be limited, in a privately negotiated transactionrespect of each Non-Managing Member, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more such Non-Managing Member’s share of the shares proceeds from the Applicable Sale. (b) At least five (5) Business Days before consummation of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstonean Applicable Sale, the Shareholder agrees that he will Transfer Managing Member shall (i) provide the Non-Managing Members and Assignees written notice (the “Applicable Number (as defined belowSale Notice”) of such Applicable Sale, which notice shall contain (A) the Initial Option Shares to such Third Party upon name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of the offer (including without limitation time such purchaser’s offer, together with a copy of payment and form of consideration) applicable any binding agreement with respect to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "such Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Shares.Sale and

Drag-Along Rights. Solely with respect (a) If (i) the Majority Stockholders desire to the Initial Option SharesTransfer for value (including, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereofwithout limitation, if Blackstone receivesfor cash, equity securities or notes), in a privately negotiated transactiontransaction or series of related transactions all of their Shares to an unaffiliated third party (“Stockholder Sale”) and such Stockholder Sale is unanimously approved by the Board, and/or (ii) the Board unanimously approves a sale of the Company to an offer from unaffiliated third party (whether by merger, consolidation, reorganization, sale of all or substantially all of the Company’s assets, sale of a person other than the Shareholder or any number of his affiliates (Shares equal to a "Third Party") to purchase 50% majority or more of the shares issued and outstanding Shares, or other form of Common Stock then owned business combination) (“Company Approved Sale”), subject to such unanimous approval of the Board, each Stockholder shall (subject to the further provisions of this Section 4.1 including, without limitation, the payment of the consideration set forth herein) consent to and raise no objection against such Transfer and, if applicable, waive any dissenters’ rights, appraisal rights or similar rights. Notwithstanding the above, neither the Stockholder Sale nor the Company Approved Sale requires unanimous Board approval if the consideration to be received by Blackstone the NZ Stockholders for such sale reflects a total valuation of the Company of at least $25,000,000. Upon demand of the Company or the Majority Stockholder, as the case may be, each Stockholder shall take (subject to the further provisions of this Section 4.1, including, without limitation, the payment of the consideration set forth herein) all reasonably necessary and desirable actions to facilitate the consummation of the Stockholder Sale or Company Approved Sale, as the case may be, including, but not limited to, the release of information and documentation and execution of such agreements and such offer is accepted by Blackstone, then, at instruments that are customarily executed and delivered in such transactions and the request taking of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (such other actions as defined below) of the Initial Option Shares are reasonably necessary or reasonably requested to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same provide representations, warranties, covenantsindemnities, indemnities covenants and other obligations in connection with such Stockholder Sale or Company Approved Sale, as the case may be, and each Stockholder agrees to Transfer all of its, his or her Shares to such unaffiliated third party at the same consideration per Share and upon the same terms and conditions as those provided for in the Stockholder Sale or Company Approved Sale, as the case may be, and to pay a pro rata portion of all reasonable and customary out-of-pocket transaction expenses not otherwise paid (or required to be paid) by the Company (but in any event not in excess of the pro rata net sale proceeds received by such Stockholder pursuant to such Stockholder Sale or Company Approved Sale) and to accept and assume a proportionate share (based on Shares Transferred by him, her or it in the transaction) of liability for breaches of representations, warranties, indemnities, covenants and agreements and other obligations of the Company in connection therewith whether by way of several liability to the unaffiliated third party or a contribution agreement among the Stockholders; provided, however, that Blackstone agrees the liabilities of such Stockholder with respect to such representations, warranties, indemnities, covenants and agreements and other obligations shall not exceed the pro rata net sale proceeds received by such Stockholder pursuant to such Stockholder Sale or Company Approved Sale. The only representations and warranties that the a dragged Stockholder shall be required to make in connection with such Stockholder Sale or Company Approved Sale are with respect to his, her or its ownership of the proposed TransferShares to be sold by him, her or it (including his, her or its ability to convey title free and clear of all liens, encumbrances, adverse claims or similar restrictions; no conflicts with agreements to which he, she or it is a party; no conflicts with law; authority; and enforceability); provided further, that all no Stockholder shall be liable (on a pro rata basis or otherwise) for the breach of the representations and warranties of any other Stockholder made in its individual capacity as to its individual ownership, authorization and other related matters which apply only to such Stockholder. (b) On the date set forth in the demand for the closing of the sale of such Shares (which date shall be made by no sooner than twenty (20) days after the Shareholder and Blackstone severally and not jointly and that the liability date of the Shareholder demand), each Stockholder shall deliver certificates representing its, his or her Shares (or an appropriate affidavit of loss in lieu thereof), or, in the case of any warrant for Shares, such warrant together with the related exercise agreement, in each case duly endorsed for Transfer, to such third party at the Company’s principal office or such other place as the Company or the Majority Stockholder shall elect, and Blackstone such third party shall pay to such Stockholder its, his or her pro rata portion of the purchase price (whether pursuant including, without limitation, any consideration payable to the Company by such third party) in the same form as paid to the Majority Stockholder. It is a representationcondition to the consummation of any such Stockholder Sale or Company Approved Sale that each Stockholder shall receive the benefits of the same terms and conditions in connection with such Stockholder Sale or Company Approved Sale, warranty, covenant, indemnification provision or agreement) for liabilities including the same amount and form of consideration received by each other Stockholder in respect of the Shares (whether directly from the third party purchaser or upon any distribution of consideration payable to the Company by such third party purchaser), including any election as to the form of consideration (including with respect to any offered rollover). If any Stockholder fails to deliver the Shares (or an appropriate affidavit of loss in lieu thereof) held by it, him or her pursuant to the terms of this Section 4.1, such Stockholder thereafter shall have no voting rights, shall not be evidenced in writings executed entitled to any dividends or other distributions with respect to Shares held by them and the Third Party him or her, and shall be borne by each no longer have any rights or privileges granted to Stockholders of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesCompany under this Agreement or otherwise.

Drag-Along Rights. Solely Prior to and including the occurrence of a IPO, at any time the Xxxxxxx Stockholder, either acting alone or together with one or more additional Stockholders who collectively (with the Xxxxxxx Stockholder) hold more than fifty percent (50%) of the Outstanding Company Common Stock (collectively, the “Dragging Stockholder”) desire(s) or propose(s) (i) a Transfer for value, directly or indirectly, of Outstanding Company Common Stock held by the Dragging Stockholder collectively, constituting all of its Outstanding Company Common Stock, or (ii) a sale of all of the assets of the Company and its Subsidiaries on a consolidated basis, in each case, to any independent third party purchaser (an “Approved Sale”), the Dragging Stockholder shall have the right (the “Drag-Along Right”), by providing notice of such Approved Sale to the Company, to require the Company and each Stockholder to comply with this Section 4.5 with respect to such Approved Sale. Each Stockholder, together with the Initial Option SharesCompany, so long is hereby obligated to cooperate with, consent to and raise no objections against or, without waiving its rights under this Agreement, assert any claims in connection with such Approved Sale, and each Stockholder is hereby obligated to sell its own Company Common Stock and/or Derivative Securities, as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth applicable, (i) for its pro rata share based on its equity security ownership of the Common Stock owned by Blackstone on amounts and consideration set forth in the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number Company Notice (as defined below), and (ii) subject to the limitations set forth in the next paragraph, otherwise on the same terms and subject to the same conditions to which the Dragging Stockholder is subject with respect to its equity securities. In furtherance of the Initial Option Shares foregoing, each Stockholder acknowledges that no Stockholder shall be entitled to dissenters’ or appraisal rights under any circumstances and such Third Party upon Stockholder waives any such rights as may exist under applicable law, including the DGCL, with respect to an Approved Sale. The Company shall provide each such Stockholder with written notice of any Approved Sale at least thirty days prior to the consummation thereof setting forth in reasonable detail the terms and conditions of such Approved Sale, including the number of shares of Company Common Stock or Derivative Securities to be sold (including, in the case of Derivative Securities, the number of underlying shares of Company Common Stock represented thereby), the identity of the offer (including without limitation time of payment prospective transferee(s), its applicable Per Share Drag Price and form of consideration) applicable consideration to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities paid in respect of the Company shall Common Stock or Derivative Securities to be evidenced Transferred by it in writings executed by them connection with such Approved Sale (which, for the avoidance of doubt, does not involve any non pro rata roll over of equity other than in any de minimis respect), and the Third Party date on which such Approved Sale is proposed to be consummated (the “Company Notice”). The Stockholders shall not be required to comply with, and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included have no rights under, Section 4.3 and Section 4.4 in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharesconnection with any Approved Sale.

Drag-Along Rights. Solely (a) Subject to compliance with Section 8.6, in the event that (x) the Requisite Members (the “Dragging Members”) propose a Company Sale and (y) the consideration for such Company Sale is to be paid in the form of cash or Marketable Securities (an “Approved Sale”), then the Company shall give notice to the other Members of the Approved Sale, which notice shall include the material terms of the Approved Sale (the “Sale Request”). Each Member agrees not to directly or indirectly, without the prior written consent of the Board of Managers, disclose to any other Person any information related to the Sale Request or the Approved Sale, other than disclosures to legal counsel or other advisors in confidence or as otherwise required by Law. In connection with the Approved Sale, (i) each Member shall be obligated to and agrees that, in such Member’s capacity as a member of the Company, such Member will vote, or grant proxies relating to all of its Membership Interests to vote, all of such Member’s Membership Interests in favor of, consent to, raise no objections to, and waive any dissenters, appraisal or similar rights with respect to, the Approved Sale and will not exercise any right to dissent or seek appraisal rights in respect of the Approved Sale, (ii) each Member shall take all actions which the Dragging Members deem necessary or advisable in the sole judgment of the Dragging Members in connection with the consummation of the Approved Sale, including executing, delivering and agreeing to be bound by the terms of any agreement related to the Approved Sale and any other agreement, instrument or certificates necessary to effectuate the Approved Sale, (iii) if the Approved Sale is structured as a transfer of Membership Interests, each Member will agree to transfer its Membership Interests and shall deliver at the closing of the Approved Sale its Membership Interests, including certificates relating thereto (if any), free and clear of all claims, liens and encumbrances, on the terms and conditions as approved by the Dragging Members (it being understood and agreed that each Member will be obligated to Transfer its Membership Interests in the proportion, by class and amount, to the Membership Interests proposed to be Transferred in the Approved Sale) and (iv) each Member shall pay such Member’s pro rata share of the costs and expenses incurred in connection with the Approved Sale as determined in good faith by the Board of Managers to the extent such costs and expenses are incurred for the benefit of the Members and are not otherwise paid by the Company. Costs incurred by any Member on its own behalf will not be considered costs of the Approved Sale. Notwithstanding the foregoing, in connection with the Approved Sale (1) no Member that is not a Dragging Member (a “Dragged Member”) shall be required to make representations or warranties other than representations and warranties with respect to the Initial Option SharesDragged Member’s valid ownership of its Membership Interests, so long as this Appendix A shall remain in effect free of liens and Blackstone beneficially owns not less than one-fourth encumbrances, and such Dragged Member’s authority, power and right to enter and consummate such Approved Sale, (2) the indemnification obligation of a Dragged Member with respect to the Common Stock owned by Blackstone on breach of any representation or warranty concerning the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder Company or any of his affiliates (a "Third Party") to purchase 50% other Group Company or more of the shares of Common Stock then owned by Blackstone their respective business or operations shall be pro rata, several and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms not joint and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make limited to the Third Party lesser of (A) the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees net amount of proceeds actually received by such Dragged Member with respect to make its Membership Interests in connection with the proposed Transfer; such Approved Sale and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability (B) such Dragged Member’s pro rata share of any “cap” on indemnification obligations of the Shareholder Members selling Membership Interests in such Approved Sale and Blackstone (whether pursuant 3) a Dragged Member shall not be required to agree to any non-competition, non-solicitation or similar restrictive covenants. (b) Notwithstanding anything to the contrary in Section 8.4(a), a representationDragged Member will not be required to comply with Section 8.4(a) in connection with any Approved Sale unless, warrantyupon the consummation of such Approved Sale, covenant, indemnification provision the consideration payable or agreement) for liabilities distributed to the Members in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone Membership Interests proposed to be included transferred in the contemplated Transfer by (B) Approved Sale will be payable or distributed among the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesMembers in accordance with Section 9.2(b).

Drag-Along Rights. Solely with respect to (a) If at any time Xcel (the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, “Dragging Stockholder”) receives an offer from a person other than the Shareholder proposed Third Party Purchaser to consummate, in one transaction, or any a series of his affiliates related transactions, a Change of Control (a "Third Party"“Drag-along Sale”), Xcel shall have the right to compel each other Stockholder (each, a “Drag-along Stockholder”) to purchase 50% participate in such Transfer in the manner set forth in this Section 3.03. Notwithstanding anything to the contrary in this Agreement, if the Drag-along Sale is structured as a merger, consolidation, business combination, sale of assets, or more other transaction requiring the approval or consent of the Stockholders, each Drag-along Stockholder shall (i) vote in favor of the Drag-along Sale (and any related actions that may be necessary to consummate such sale) and otherwise consent to and raise no objection to such Drag-along Sale and such related actions and (ii) refrain from taking any actions to exercise, and take all actions to waive, any dissenters', appraisal, or other similar rights that it may have in connection with such transaction. (b) The Dragging Stockholder shall exercise its rights pursuant to this Section 3.03 by delivering a written notice (the “Drag-along Notice”) to the Company and each Drag-along Stockholder no later than twenty (20) days prior to the closing date of such Drag-along Sale. The Drag-along Notice shall make reference to the Dragging Stockholder’s rights and obligations hereunder and shall describe in reasonable detail: (i) the number of shares of Common Stock then owned to be sold by Blackstone and such offer the Dragging Stockholder, if the Drag-along Sale is accepted by Blackstone, then, at structured as a transfer of Common Stock; (ii) the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) identity of the Initial Option Shares to such Third Party upon 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 offer Transfer; and (including without limitation time v) a copy of payment and any form of consideration) applicable agreement proposed to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make be executed in connection with therewith. (c) If the proposed Transfer; Drag-along Sale is structured as a Transfer of Common Stock, then, subject to Section 3.03(d), the Dragging Stockholder and provided further, that all representations and warranties each Drag-along Stockholder shall be made by Transfer the Shareholder and Blackstone severally and not jointly and that the liability number of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) shares equal to the product of (i) the quotient determined by dividing aggregate number of shares of Common Stock the Third Party Purchaser proposes to buy as stated in the Drag-along Notice and (ii) a fraction (A) the aggregate numerator of which is equal to the number of shares owned of Common Stock then held by Blackstone to be included in such Dragging Stockholder or Drag-along Stockholder, as the contemplated Transfer by case may be, and (B) the aggregate denominator of which is equal to the number of shares owned then held by Blackstone all of the Stockholders (including, for the avoidance of doubt, the Dragging Stockholder). For the avoidance of doubt, if the Drag-along Stockholder holds multiple classes of Common Stock and such other classes of Common Stock are not held by the Dragging Stockholder, such other classes of Common Stock will be subject to the Drag-along Notice (on an as converted basis). (d) The consideration to be received by a Drag-along Stockholder shall be the same form and amount of consideration per share of Common Stock (regardless of whether the shares of Common Stock held by the Drag-along Stockholder are Class A Common Stock or Class B Common Stock) as is to be received by the Dragging Stockholder (or, if the Dragging Stockholder 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 immediately succeeding sentence, be the same as those upon which the Dragging Stockholder Transfers its Common Stock. Each Drag-along Stockholder shall make or provide the same representations, warranties, covenants, indemnities, and agreements as the Dragging Stockholder makes or provides in connection with the Drag-along Sale (except that in the case of representations, warranties, covenants, indemnities, and agreements pertaining specifically to the Dragging Stockholder, the Drag-along Stockholder shall make the comparable representations, warranties, covenants, indemnities, and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants, and indemnities shall be made by the Dragging Stockholder and each Drag-along Stockholder severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Stockholder and each Drag-along Stockholder, in each case in an amount not to exceed the aggregate proceeds received by the Dragging Stockholder and each such Drag-along Stockholder in connection with the Drag-along Sale. (e) The reasonable and documented fees and expenses of the Dragging Stockholder incurred in connection with a Drag-along Sale and for the benefit of all Stockholders (it being understood that costs incurred by or on behalf of a Dragging Stockholder for its sole benefit will not be considered to be for the benefit of all Stockholders), to the extent not paid or reimbursed by the Company or the Third Party Purchaser, shall be shared by all the Stockholders on a pro rata basis, based on the aggregate consideration received by each Stockholder; provided, that no Stockholder shall be obligated to make or reimburse any out-of-pocket expenditure prior to the contemplated consummation of the Drag-along Sale. (f) Each Stockholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Dragging Stockholder. Each Drag-along Stockholder shall execute and deliver to the Company at least five (5) Business Days prior to the proposed Drag-along Sale all documents previously furnished to the Drag-along Stockholder for execution in connection with the Drag-along Sale. (g) The Dragging Stockholder 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 such ninety (90) day period may be extended for a reasonable time not to exceed an additional forty-five (45) days to the extent reasonably necessary to obtain any Government Approvals). If at the end of such period, the Dragging Stockholder has not completed the Drag-along Sale, the Dragging Stockholder may not then effect a transaction subject to this Section 3.03 without again fully complying with the provisions of this Section 3.03. (h) If any Drag-along Stockholder fails to execute and deliver such documents to the Company, and such Drag-Along Sale is subsequently consummated (a “Defaulting Drag-along Stockholder”), (i) the Company may receive the consideration that would otherwise be paid to the Defaulting Drag-along Stockholder and the Defaulting Drag-along Stockholder shall be deemed to have appointed the Company as such Defaulting Drag-along Stockholder’s agent to Transfer all of its Common Stock to the Third-Party Purchaser and to receive the consideration in trust for such Defaulting Drag-along Stockholder; (ii) the total number receipt by the Company of Initial Option Sharesthe consideration for the Common Stock owned by such Defaulting Drag-along Stockholder shall be a good discharge to the purchaser and the validity of the proceedings shall not be questioned by any Person; and (iii) the Defaulting Drag-along Stockholder shall be entitled to receive the consideration for its Common Stock without interest at such time as the Defaulting Drag-along Stockholder executes all of the applicable documents requested by the Company, the Dragging Stockholder or the Third-Party Purchaser.

Drag-Along Rights. Solely with respect (a) Within five (5) days after the receipt by the Company of a Drag-Along Notice, the Company shall forward such Drag-Along Notice to the Initial Option SharesMembers. Each Member shall, so long as this Appendix A and shall remain in effect and Blackstone beneficially owns not less than one-fourth cause each of the Common Stock owned by Blackstone on the date hereofits Affiliates to, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make cooperate in connection with the proposed TransferDrag-Along Sale and take all steps reasonably necessary or reasonably requested by Holdco, the Company, and the Drag-Along Purchaser to cancel the Holdco Class B Units in accordance with the Holdco Agreement and otherwise consummate the Drag-Along Sale on the 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 assets or similar transaction, executing any purchase agreements, merger agreements, escrow agreements or related documents, including instruments of Transfer and providing customary several, but not joint, 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; and provided furtherprovided, however, that all representations and warranties such agreements, documents or instruments shall be made by not contain any non-competition or similar restrictive covenants. Without limiting the Shareholder and Blackstone severally and not jointly and that the liability generality of the Shareholder 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 Blackstone hold harmless the Drag-Along Purchaser in any Drag-Along Sale, pro rata in accordance with the amount of consideration received by 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 (whether pursuant to a excluding the Company) in connection with such Drag-Along Sale, from and against any losses, damages and liabilities arising from or in connection with (i) any breach of 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 agreement) for potential liabilities in respect of the Company shall be evidenced in writings executed by them or Holdco and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing its Subsidiaries; provided, that (A) the aggregate number of shares owned by Blackstone to such indemnification obligation shall be included in the contemplated Transfer by several and not joint, and (B) the aggregate number maximum amount of shares owned such indemnification obligation shall not exceed the amount of consideration received by Blackstone immediately prior such Member in connection with such Drag-Along Sale. (b) For the avoidance of doubt and notwithstanding anything to the contemplated Transfer contrary herein, (i) if any amount is outstanding pursuant to a Management Loan of a Member, then until such time as all outstanding amounts under such Management Loan have been repaid in full, such Member shall direct and the Company shall direct the net proceeds from such Drag-Along Sale otherwise payable to such 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 total number applicable reductions in clause (i) of Initial Option Sharesthis Section 8.02(b), the net proceeds received by the Company in such Drag-Along Sale shall be distributed in the manner in which Flow-Through Distributions are distributed pursuant to Section 5.03(a).

Drag-Along Rights. Solely (a) Subject to the next paragraph, if Blackstone elects to consummate, or to cause the Company to consummate, a transaction constituting a Change of Control, Blackstone shall notify the Company and the other Securityholders in writing of that election, the other Securityholders will consent to and raise no objections to the proposed transaction, and the Securityholders and the Company will take all other actions reasonably necessary or desirable to cause the consummation of such transaction on the terms proposed by Blackstone (a “Drag Along Sale”). Without limiting the foregoing, (i) if the proposed Drag Along Sale is structured as a sale of assets or a merger or consolidation, or otherwise requires stockholder approval, the Securityholders and the Company will vote or cause to be voted all Securities that they hold or with respect to which such Securityholder has the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal rights which they may have in connection therewith, and (ii) if the proposed Drag Along Sale is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Drag Along Sale on the terms and conditions approved by Blackstone, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Blackstone in connection with such Change of Control. Notwithstanding the foregoing, Blackstone shall not require the sale pursuant to this Section 4.1(a) of Class B-1 Units, Class B-2 Units or Class B-3 Units owned by Employees unless, prior to the consummation of any Drag Along Sale, the Board in good faith determines the Fair Market Value of the Class B-1 Units, Class B-2 Units and Class B-3 Units held by the Employees (with the valuation to be based on the requirements for determining Fair Market Value set forth in the Employee’s Management Security Agreement) and such Employees are given the opportunity, as each such Employee shall elect, either (x) to convert such Units into Class A-2 Units based upon such valuation and participate on that as-converted basis in such Drag Along Sale or (y) in lieu of such conversion, to include additional Class A-2 Units in such Drag Along Sale having an aggregate value equal to the aggregate value of such Class B Units as determined above, in each case pursuant to the provisions of this Section 4.1. (b) The obligations of the Securityholders with respect to the Initial Option SharesDrag Along Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Drag Along Sale, so long all of the holders of a particular class or series of Securities (if any consideration is to be received by any of them) shall receive the same form and amount of consideration per share, unit or amount of Securities, or if any holders of a particular class or series of Securities are given an option as to the form and amount of consideration to be received, all holders of such class or series will be given the same option, (ii) if consideration is to be received by holders of Securities, all holders of then currently exercisable rights to acquire a particular class or series of Securities will be given an opportunity to either (A) exercise such rights prior to the consummation of the Drag Along Sale and participate in such sale as holders of such Securities or (B) upon the consummation of the Drag Along Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share, unit or amount of Securities received by the holders of such type and class of Securities in connection with the Drag Along Sale less the exercise price per share, unit or amount of such rights to acquire such Securities by (2) the number of shares, units or aggregate amount of Securities represented by such rights, and (iii) if consideration is to be received by holders of Securities, the holders of Preferred Units or, as the case may be, Preferred Stock shall receive consideration in respect of all of the issued and outstanding shares of Preferred Units or, as the case may be, Preferred Stock in such Drag Along Sale having a fair market value equal to the aggregate liquidation value and preferred return of such Preferred Units or, as the case may be, Preferred Stock before any consideration is paid in respect of the Class A Units or, as the case may be, Common Stock in such Drag Along Sale. (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of proceeds received for the Securities sold) of the reasonable costs of any sale of Securities pursuant to a Drag Along Sale to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Company or the acquiring party. Costs incurred by or on behalf of a Securityholder for its or his sole benefit will not be considered costs of the transaction hereunder. In the event that any transaction that Blackstone elects to consummate or cause to be consummated pursuant to this Appendix A Section 4.1 is not consummated for any reason, the Company will reimburse Blackstone for all actual and reasonable expenses paid or incurred by Blackstone in connection therewith. (d) Notwithstanding any provision in this Agreement to the contrary, BMP (as defined in the Management Agreement) shall be entitled to be paid customary and reasonable fees by the Company for any investment banking services provided by it in connection with a Change of Control. (e) The provisions of this Section 4.1 shall remain in effect and Blackstone beneficially owns not less than one-fourth of following the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option Sharesfirst Public Offering.

Drag-Along Rights. Solely with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth (i) If at any time a Holder or group of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder Holders who individually or any of his affiliates (a "Third Party") to purchase collectively hold 50% or more of the outstanding Common Stock (such Holder or group of Holders, a “Dragging Stockholder”), receives a bona fide offer from a third-party purchaser to consummate, in one transaction, or a series of related transactions, the sale of the Company or all or substantially all of its assets (a “Drag-along Sale”), the Dragging Stockholder shall have the right to require that each other Holder (each, a “Drag-along Stockholder”) participate in such transfer in the manner set forth in this Section 4(a); provided, notwithstanding anything to the contrary in this Agreement, each Drag-along Stockholder shall vote in favor of the transaction, agrees to not exercise any dissenters, appraisal or other similar rights in connection with such transaction. (ii) The Dragging Stockholder shall exercise its rights pursuant to this Section 4(a) by delivering a written notice (the “Drag-along Notice”) to the Company no later than 20 days prior to the closing date of such Drag-along Sale. The Company will promptly deliver a copy of the Drag-along Notice to each Drag-along Stockholder. The Drag-along Notice shall make reference to the Dragging Stockholder’s rights and obligations hereunder and shall describe in reasonable detail: (a) the number of shares of Common Stock then owned to be sold by Blackstone the Dragging Stockholder, if the Drag-along Sale is structured as a transfer of Common Stock; (b) the identity of the third-party purchaser; (c) the proposed date, time and such offer location of the closing of the Drag- along Sale; (d) 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 (e) a copy of any form of agreement proposed to be executed in connection therewith to the extent available. (iii) The consideration to be received by a Drag-along Stockholder shall be the same form and amount of consideration per share of Common Stock to be received by the Dragging Stockholder (or, if the Dragging Stockholder is accepted by Blackstone, then, at given an option as to the request form and amount of Blackstoneconsideration to be received, the Shareholder agrees that he will Transfer the Applicable Number (as defined belowsame option shall be given) of the Initial Option Shares to such Third Party upon and the terms and conditions of such transfer shall, except as otherwise provided in the offer immediately succeeding sentence, be the same as those upon which the Dragging Stockholder transfers its Common Stock. Any (including without limitation time of payment a) representations and form of consideration) applicable warranties to Blackstonebe made or provided by a Drag-along Stockholder in connection with such Drag-along Sale shall be limited to representations and warranties related to such Drag-along Stockholder’s authority, provided ownership and the ability to convey title to its Common Stock, and with respect thereto, shall be the same representations and warranties that the Shareholder must Dragging Stockholder make or provide with respect to their Common Stock, (b) Drag-along Stockholder will not be required to agree to make to the Third Party the same representationsany non-competition or similar restrictions in connection with such Drag-along Sale, warranties, and (c) covenants, indemnities and agreements that Blackstone agrees to make made by the Drag-along Stockholders shall be the same covenants, indemnities and agreements as the Dragging Stockholder makes or provides in connection with the proposed TransferDrag-along Sale, except that with respect to covenants, indemnities and agreements pertaining specifically to the Dragging Stockholder, the Drag-along Stockholder shall make the comparable covenants, indemnities and agreements pertaining specifically to itself; and provided furtherprovided, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant any indemnification obligation relating to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced pro rata based on the consideration received by the Dragging Stockholder and each Drag-along Stockholder, in writings executed each case in an amount not to exceed the aggregate proceeds received by them the Dragging Stockholder and each such Drag-along Stockholder in connection with the Third Party Drag-along Sale. (iv) The fees and expenses of the Dragging Stockholder incurred in connection with a Drag-along Sale and for the benefit of all Holders as determined in good faith by the Board, 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 Holders on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) , based on the aggregate number of shares owned consideration received by Blackstone each Holder; provided, that no Holder shall be obligated to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately make or reimburse any out-of-pocket expenditure prior to the contemplated Transfer consummation of the Drag-along Sale. (v) Each Holder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Dragging Stockholder. (iivi) The Dragging Stockholder shall have 120 days following the total number date of Initial Option Sharesthe Drag-along Notice in which to consummate the Drag-along Sale, on the terms set forth in the Drag- along Notice (which such 120-day period may be extended for a reasonable time not to exceed 240 days to the extent reasonably necessary to obtain any governmental or regulatory approvals). If at the end of such period, the Dragging Stockholder has not completed the Drag-along Sale, the Dragging Stockholder may not then effect a transaction subject to this Section 4(a) without again fully complying with the provisions of this Section 4(a).

Drag-Along Rights. Solely with respect to (a) In the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth event of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number Approved Sale (as defined below), each Member will (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged and (ii) if the Approved Sale is structured as a sale of the Initial Option Shares Interests, each Member will agree to such Third Party upon sell his, her or its Interest on the terms and conditions of the offer (including without limitation time of payment Approved Sale. Each Member will take all necessary and form of consideration) applicable to Blackstone, provided that desirable actions as directed by the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make Board in connection with the proposed Transferconsummation of any Approved Sale, including without limitation executing the applicable purchase agreement and granting indemnification rights; provided that any Member required to make indemnification payments in connection with any Approved Sale shall have a right to recover from the other Members to the extent that the amount required to be paid by such Member is disproportionate to the proportion of the total consideration received by all Members, compared to the consideration actually received by such Member. (b) Each Member will bear his, her or its pro rata share (based upon the number of Interests sold) of the reasonable costs of any sale of Interests pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all selling Members and provided further, that all representations and warranties shall be made are not otherwise paid by the Shareholder and Blackstone severally and Company or the acquiring Person. Costs incurred by any Member on his, her or its own behalf will not jointly and that the liability be considered costs of the Shareholder and Blackstone Approved Sale. (whether pursuant c) For purposes of this Section 10.5, an “Approved Sale” means the sale of the Company, in a single transaction or a series of related transactions, to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of third party (i) pursuant to which such third party proposes to acquire all of the quotient determined outstanding Interests (whether by dividing (Amerger, consolidation, recapitalization, reorganization, purchase of the outstanding Interests or otherwise) or all or substantially all of the aggregate number assets of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and Company, (ii) which has been approved by a Supermajority in Interest, and (iii) pursuant to which all Members will receive (whether in such transaction or, with respect to an asset sale, upon a subsequent liquidation) the total number same form and amount of Initial Option Sharesconsideration per Percentage Interest or, if any Members are given an option as to the form and amount of consideration to be received, all Members are given the same option.

Drag-Along Rights. Solely (a) If at any time PubCo desires to Transfer in 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 same pro rata share of 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 Managing Member 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 respect 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 instruments and other actions reasonably necessary to 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 to the Initial Option Sharesextent that such expenses, so long as this Appendix A shall remain in effect costs and Blackstone beneficially owns not less than one-fourth fees were incurred for the benefit of the Common Stock owned Company or all Members, (C) such Members shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by Blackstone on the date hereofCompany and the Members as sellers in respect of such Applicable Sale, if Blackstone receivesand (D) any indemnities or other liabilities approved by PubCo or the Managing Member shall be limited, in a privately negotiated transactionrespect of each Member, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more such Member’s share of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer proceeds from the Applicable Number Sale. (as defined belowb) At least five (5) Business Days before consummation of 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 Initial Option Shares to such Third Party upon name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of the offer such purchaser’s offer, together with a copy of any binding agreement with respect to such Applicable Sale and (including without limitation time C) notification of payment and form of consideration) applicable whether or not PubCo has elected to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer exercise its Drag-Along Right and (ii) promptly notify the total number Members of Initial Option Sharesall proposed changes to such material terms and keep the Members reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver to the Members copies of 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 the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescinded.

Drag-Along Rights. Solely (a) The Company shall deliver an Offer Notice 20 days prior to the proposed date of any Approved Sale to each Equityholder. Each holder of Voting Stock shall vote for, consent to and raise no objections to, and shall not bring a claim against or contest such Approved Sale. If the Approved Sale is structured as (i) a merger or consolidation, each holder of Equity Interests shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation; or (ii) a sale of Equity Interests, each holder of Equity Interests shall (A) agree to sell all of its Equity Interests and rights to acquire Equity Interests on the terms and conditions approved by the Board of Directors and the Supermajority of the Series C Preferred Stock subject to any additional consent requirements contained in the Warrant Purchase Agreement and (B) execute such purchase agreement and other documents as executed by the Company and the parties that constitute a Supermajority of the Series C Preferred Stock. Each holder of Equity Interests shall take such other necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Company or the Supermajority of the Series C Preferred Stock. (b) The obligations of the holders of Equity Interests with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth Approved Sale are subject to the satisfaction of the Common Stock owned by Blackstone on following conditions (i) upon the date hereofconsummation of the Approved Sale, if Blackstone receives, each holder of Equity Interests shall receive for such party’s Equity Interests the same form of consideration and the same amount of consideration as the holders of a majority of the Equity Interests receive for each of their Equity Interests whether directly as a result of a Transfer of Equity Interests or in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more distribution of the shares proceeds of Common Stock then owned by Blackstone an asset sale; (ii) if any holders of a series of Equity Interests are given an option as to the form and such offer is accepted by Blackstone, then, at the request amount of Blackstone, the Shareholder agrees that he will consideration to be received whether directly as a result of a Transfer the Applicable Number (as defined below) of Equity Interests or in a distribution of the Initial Option Shares proceeds of an asset sale, each holder of such series of Equity Interests shall be given the same option; and (iii) each holder of then currently-exercisable rights to acquire Equity Interests shall be given an opportunity to either (A) exercise such Third Party upon rights prior to the terms and conditions consummation of the offer Approved Sale or (including without limitation time of payment and form of considerationB) applicable to Blackstone, provided that the Shareholder must agree to make receive in exchange for such rights consideration equal to the Third Party amount determined by multiplying (1) the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make amount of consideration per share received by holders of such series of Equity Interests in connection with the proposed Transfer; and provided furtherApproved Sale less the exercise price or conversion price per share of such series of Equity Interests by (2) the number of shares of such series of Equity Interests represented by such rights. (c) Notwithstanding anything herein to the contrary, that all each Equityholder (i) will only be required to make representations and warranties as to due power and authority, non- contravention and ownership of Equity Interests, free and clear of all liens and (ii) shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant obligated to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them join on a pro rata basisbasis (based on its share of the aggregate proceeds paid with respect to its interest) in any indemnification obligation the other Equityholders have agreed to in connection with such sale other than any such obligation that relates specifically to a particular Equityholder, such as indemnification with respect to representations and warranties given by a Equityholder regarding such Equityholder’s title to and ownership of Equity Interests; provided, that no Equityholder 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 Equityholder in connection with such sale (other than as a result of a breach of its representations and warranties described in clause (i), as to which no limitation shall apply). (d) The obligations of the Equityholders that hold Series C Warrants (the “Warrant Holders”) under this Section and the right of the Equityholders exercisable under this Section is expressly subject to any put rights of the Warrant Holders contained in any of the Series C Warrants that Warrant Holders may exercise prior to an Approved Sale. (e) If at a closing of an Approved Sale, any Person selling shares shall fail to deliver any instruments or documents required to be delivered in connection with the closing of such transaction, then delivery of the aggregate purchase price payable by any purchaser shall be made to the secretary of the Company or its successor (as applicable), as attorney-in-fact for such Person. The "Applicable Number" secretary of the Company or its successor (as applicable) shall mean Transfer the appropriate shares on the books and records of the Company. From and after any such closing, such Person for all purposes shall no longer be deemed to be the owner or holder of such transferred shares and shall have none of the rights or privileges of a number holder thereof. The secretary of the Company or its successor (rounded up as applicable) shall hold the purchase price without interest for such Person and shall deliver the same to such Person upon delivery of all instruments or documents required to be delivered in connection with the nearest whole numberclosing of such transaction. Each Equityholder hereby irrevocably designates and appoints the secretary of the Company or its successor (as applicable) equal as such Person’s attorney-in-fact for purposes of effecting the intent of this paragraph and as such attorney-in-fact the secretary of the Company or its successor (as applicable) may execute any and all instruments and documents necessary to the product of (i) the quotient determined by dividing (A) the aggregate number Transfer ownership of shares owned by Blackstone to be included in the contemplated Transfer manner described in this Section. The powers granted by (B) each Equityholder pursuant to this paragraph are coupled with an interest and are given to secure the aggregate number performance of shares owned by Blackstone immediately prior to each holder’s obligations under this Section. Such powers shall be irrevocable and shall survive the contemplated Transfer and (ii) the total number death, incompetency, disability, bankruptcy or dissolution of Initial Option Sharessuch party.

Drag-Along Rights. Solely The Portfolio Holdings LLCA contains a drag-along provision for the benefit of SAFE. The drag- along provision provides that prior to a Liquidity Transaction, if a transaction or series of transactions on arms-length terms and not with an affiliate of SAFE that result in (i) a person or group in the aggregate directly or indirectly acquires a majority of the outstanding equity securities of SAFE, (ii) the transfer of at least a majority of the consolidated assets of SAFE and its subsidiaries to a person or group, or (iii) the transfer directly or indirectly of at least a majority of the consolidated assets of our Ground Lease business to a person or group, SAFE will have a drag-along right, allowing SAFE to acquire all, but not less than all, of the Units held by other Members. The drag-along right will be subject to customary minority protections. Members will be forced to sell their Units in that transaction regardless of whether they believe the transaction is the best or highest value for their Units, and regardless of whether they believe the transaction is in their best interests. Members will receive their pro rata allocation of proceeds received from a drag-along transaction. The Portfolio Holdings LLCA provides that each Member agrees to appoint as its proxy and grants a power of attorney to SAFE and Portfolio Holdings with respect to matters relating to a drag-along transaction. Prior to a Liquidity Transaction, the Initial Option SharesPortfolio Holdings LLCA contains a right of first offer for the benefit of SAFE prior to the making of a direct or indirect transfer (excluding through a Permitted Transfer) by a Member of their Caret units to a third-party (other than (i) those held, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth directly or indirectly, by SAFE or its controlled affiliates or (ii) transfers of shares of stock publicly traded on a nationally recognized stock exchange). The selling Member will be required to deliver a notice to SAFE setting forth the Common Stock owned by Blackstone on quantity of Units the date hereof, if Blackstone receives, in a privately negotiated transaction, selling Member would like to transfer. SAFE may elect to deliver an offer from a person setting forth an offer price and other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions to the Member within fifteen (15) business days and the selling Member will have the right to accept SAFE’s offer within fifteen (15) business days after the delivery of SAFE’s notice to the Member. If SAFE fails to deliver an offer within the allotted period, SAFE rejects participation in an offer, or the selling Member fails to accept SAFE’s offer, the selling Member will be free to transfer all of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant initially offered Units to a representation, warranty, covenant, indemnification provision or agreementdifferent buyer within one hundred twenty (120) for liabilities in respect of days following the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product earlier of (i) fifteen (15) business days after delivery of an offer notice by the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer selling Member and (ii) delivery by SAFE of rejection of an offer, provided that if SAFE makes an offer, the total number of Initial Option Sharestransfer may only be effected if it is on terms more favorable to the selling Member in the aggregate than the terms set forth in the notice delivered by SAFE, including at a purchase price greater than that offered by SAFE.

Drag-Along Rights. Solely If the holders of a majority of the outstanding Sponsor Stock approve the Sale of the Company to an Independent Third Party involving the sale of 100% of the outstanding Common Stock or the sale of all or substantially all of its assets, whether by merger, consolidation, sale of all of the outstanding Common Stock or otherwise (an "APPROVED SALE"), the Stockholders shall consent to and raise no objections against such Approved Sale (including exercising any rights of appraisal) and shall take all necessary and desirable actions in their capacities as stockholders in connection with the consummation of such Approved Sale. If the Approved Sale is structured as a sale of stock, the Stockholders shall agree to sell all of their shares of Common Stock and rights to acquire shares of Common Stock on the terms and conditions approved by the holders of Sponsor Stock. The obligations of the Stockholders with respect to any Approved Sale are subject to the condition that, upon the consummation of such Approved Sale, all of the holders of Common Stock will receive the same form and amount of consideration per share of Common Stock or, if any holders are given an option as to the form and amount of consideration to be received, all holders will be given the same option. The obligation of Fir Tree to participate in such Approved Sale shall be subject to the further conditions that (x) the consideration receivable by the Stockholders in such Approved Sale shall consist entirely of cash and/or securities of an issuer with a market capitalization of $250,000,000 or more that are either listed on a national securities exchange or traded on the Nasdaq National Market System, (y) the securities received in such transaction (if any) by the Stockholders shall not exceed 20% of the total trading volume of such securities during the 45-day period prior to such receipt and shall otherwise be freely tradable (except to the extent they are subject to Rule 145 under the Securities Act of 1933, as amended), and (z) the Company shall have received a favorable fairness opinion with respect to the Initial Option Shares, so long as this Appendix A shall remain in effect Approved Sale from an independent investment banking firm of national standing that is mutually acceptable to VSA and Blackstone beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more of the shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the request of Blackstone, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Blackstone, provided that the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability of the Shareholder and Blackstone (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesFir Tree.

Drag-Along Rights. Solely (i) If the Stockholders holding, in the aggregate, more than fifty percent (50%) of the outstanding Stockholder Shares (collectively, the “Drag-Along Sellers”) elect to Transfer all of their Stockholder Shares to one or more independent, unaffiliated third parties, in one transaction or in a series of related arms-length transactions, then the Drag-Along Sellers shall have the right (the “Drag-Along Right”), but not the obligation, to cause all, but not less than all, of the other Stockholders (collectively, the “Drag-Along Stockholders”), and all of the Drag-Along Stockholders shall have the obligation, to tender to the third party for purchase all Stockholder Shares held by the Drag-Along Stockholders on the same terms and conditions as apply to the Drag-Along Sellers. The Drag-Along Stockholders will use their reasonable best efforts to cooperate in the Drag-Along Right sale and will take all necessary and desirable actions in connection with the consummation of the Drag-Along Right as reasonably requested by the Drag-Along Sellers and shall be obligated to join on a pro rata basis (based on the number of Stockholder Shares to be Transferred) in any indemnification or other obligations that the Drag-Along Sellers reasonably agree to provide in connection with such Transfer; provided, however, that such other obligations of each Drag-Along Stockholder shall only include reasonable representations and warranties relating only to their title to and authority to Transfer their Stockholder Shares, the enforceability of their obligations in connection with the Transfer of their Stockholder Shares, the absence of any conflict with any agreement binding upon them by the Transfer of their Stockholder Shares, and the absence of or prior compliance with any known third party approval or notice required to Transfer their Stockholder Shares (other than any such obligations that relate specifically to a particular Drag-Along Stockholder or particular group of Stockholders based on such Stockholder(s) being officers of the Company or owning in excess of 15 percent (15%) of the Stockholder Shares to be transferred to such prospective transferee(s) such as indemnification with respect to representations and warranties given by such Drag-Along Stockholder regarding such Drag-Along Stockholder’s title to his or her Stockholder Shares; provided, that no Drag-Along Stockholder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the Initial Option Shares, so long as this Appendix A shall remain prospective transferee(s) with respect to an amount in effect and Blackstone beneficially owns not less than one-fourth excess of the Common Stock owned by Blackstone on the date hereofnet cash proceeds paid to such Drag-Along Stockholder in connection with such Transfer). (ii) If any Drag-Along Sellers elect to exercise their Drag-Along Right, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more then such Drag-Along Sellers shall notify each of the shares Drag-Along Stockholders in writing (the “Drag-Along Notice”) setting forth (A) the name and address of Common Stock then owned by Blackstone and such offer is accepted by Blackstonethe third party purchaser, then, at (B) the request number of BlackstoneStockholder Shares proposed to be Transferred, the Shareholder agrees that he will Transfer the Applicable Number (as defined below) of the Initial Option Shares to such Third Party upon the terms and conditions of the offer (including without limitation time of payment proposed purchase price and form of consideration, and all other material terms pertaining to the Transfer (collectively, the “Drag-Along Terms”), and (C) applicable to Blackstone, provided that the Shareholder must agree third party has been informed of the Drag-Along Right and has agreed to make purchase all of the Stockholder Shares of the Drag-Along Stockholders and the Drag-Along Sellers in accordance with the terms of this Agreement. The Drag-Along Notice shall be given at least fifteen (15) business days prior to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with closing of the proposed Transfer; and provided further. Upon the giving of the Drag-Along Notice, that all representations and warranties each of the Drag-Along Stockholders shall be made by entitled and obligated to sell the Shareholder and Blackstone severally and number of Stockholder Shares set forth therein to the third party on the Drag-Along Terms; provided, however that neither the Drag-Along Sellers nor the Drag-Along Stockholders shall be obligated to consummate the sale of their Stockholder Shares if the third party does not jointly and that the liability purchase all of the Shareholder Stockholder Shares that are specified in the Drag-Along Notice. The restrictions set forth in Sections 3(b) and Blackstone (whether pursuant c) shall not apply with respect to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesDrag-Along Right.

Drag-Along Rights. Solely (a) Subject to Section 3.8(c) hereof, if the Investor Stockholders (collectively, the "Drag-Along Transferor") approve a sale of (i) a majority of the outstanding shares of Common Stock on an as converted basis to a Bona Fide Purchaser or (ii) all or substantially all of the assets of the Company to a Bona Fide Purchaser (each an "Approved Sale"), whether by way of merger, consolidation, sale of stock or assets, or otherwise, all Stockholders shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a merger or consolidation of the Company or a subsidiary, or a sale of all or substantially all of the assets of the Company or a subsidiary, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with respect such merger, consolidation or asset sale, or (B) a sale of a majority of the outstanding shares of Common Stock on an as converted basis the Stockholders shall agree to the Initial Option Shares, so long as this Appendix A shall remain in effect and Blackstone beneficially owns not less than one-fourth sell their respective proportionate percentages of the Common Stock owned by Blackstone on an as converted basis which are the subject of the Approved Sale, on the date hereof, if Blackstone receives, in a privately negotiated transaction, an offer from a person other than same terms and conditions as applicable to the Shareholder or any of his affiliates (a "Third Party") to purchase 50% or more Common Stock of the Drag-Along Transferor. The Stockholders shall take all actions reasonably requested by the Drag Along Transferor in connection with the consummation of the Approved Sale, including the execution of all agreements and such instruments and other actions requested by the Drag Along Transferor to provide the representations, warranties, indemnities, covenants, conditions, agreements, escrow agreements and other provisions and agreements relating to such Approved Sale; provided, however, that each -------- ------- participating Stockholder's liability under any such agreement or instrument shall be limited to his/her/its proportionate percentage of such liability (based on the number of shares of Common Stock on an as converted basis held by such Stockholder which are subject to the Approved Sale) and shall not exceed the proceeds received by such Stockholder. The Stockholders shall be permitted to sell their Equity Securities pursuant to an Approved Sale without complying with the provisions of Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 and 3.7 of this Agreement. (b) If the Company and/or the Drag-Along Transferor or their representatives, enter into any negotiation or transaction for which Regulation D under the Securities Act (or any similar rule or regulation then owned by Blackstone and in effect) may be available with respect to such offer negotiation or transaction (including a merger, consolidation or other reorganization), each Stockholder who is accepted by Blackstone, thennot an accredited investor (as such term is defined in Rule 501 under the Securities Act) will, at the request of Blackstonethe Company or the Drag Along Transferor, the Shareholder agrees that he will Transfer the Applicable Number appoint a purchaser representative (as such term is defined belowin Rule 501 under the Securities Act) reasonably acceptable to the Company and such Drag Along Transferor. (c) At the closing of the Initial Option Shares to such Third Party upon the terms and conditions Approved Sale, each of the offer Stockholders shall (a) execute any documents or instruments reasonably requested by the Bona Fide Purchaser, and (b) deliver to the Bona Fide Purchaser certificates for the Equity Securities, duly endorsed or accompanied by duly executed stock assignments separate from certificate, free and clear of all encumbrances (other than those created pursuant to this Agreement), against delivery by the Bona Fide Purchaser of the consideration (including without limitation time a certified check for the cash portion of payment and form of such consideration) applicable to Blackstone, provided that for the Shareholder must agree to make to the Third Party the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the Shareholder and Blackstone severally and not jointly and that the liability total sales price of the Shareholder and Blackstone Equity Securities being sold by such Stockholder. (whether pursuant to d) The provisions of this Section 3.8 shall terminate upon consummation of a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Third Party and shall be borne by each of them on a pro rata basis. The "Applicable Number" shall mean a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Initial Option SharesQualified Public Offering.