Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. In the event the Manager approves a Transfer by assignment of all of the Membership Units of the Company to a third Person, or by merger, consolidation and/or reorganization with such third Person (in lieu of a sale of all or substantially all of the assets of the Company), and in connection therewith it is determined by the Manager that the Transfer is fair from a financial point of view to the Members (an “Approved Transfer of the Company”), the Members shall consent to and raise no objections to the Approved Transfer of the Company and (i) if the Approved Transfer of the Company is structured as a sale of Membership Units, the Members shall agree to sell all of their Membership Units on the terms and conditions approved by the Manager, and (ii) if the Approved Transfer of the Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all of the assets of the Company, including any Terminating Capital Transaction (and each Investor Members shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto). Each Member shall use his/her/its best efforts to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by the Manager, including, but not limited to, the provision of reasonable and customary representations and warranties; provided, however, that no Member shall be required to incur any out-of-pocket expenses in connection with such Approved Transfer of the Company which are not reimbursed by the Company; and provided, further that no Member shall be required to make any representations and warranties in connection with any Approved Transfer other than representations and warranties as to (A) such Member's ownership of his/her/its Membership Unit(s) to be Transferred free and clear of all liens or other encumbrances and (B) such Member's power and authority to effect such Approved Transfer. The obligations of each Member with respect to the Approved Transfer of the Company are also subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount of consideration for the Membership Unit(s) as all other holders of the same class of Membership Unit but taking into consideration the manner in which the Company distributes Net Cash From Sales or Refinancings and assets as set forth in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of the assets of the Company were sold by the Company for an amount equal to such Approved Transfer of the Company and the amount such Member would receive if the resulting net proceeds were distributed to all of the Members), and (ii) the price per Membership Unit shall be payable in cash or freely tradable securities.

Drag-Along Rights. In If the event Members holding a majority of the Manager approves outstanding Units (“Majority Selling Group”) elect to consummate a Transfer by assignment sale of all of the Membership Units of or equity interests in the Company to any independent third party (each such transaction referred to as a third Person, or by merger, consolidation and/or reorganization with such third Person (in lieu of a sale of all or substantially all of the assets of the Company), and in connection therewith it is determined by the Manager that the Transfer is fair from a financial point of view to the Members (an “Approved Transfer of the CompanyCompany Unit Sale”), the Majority Selling Group shall notify the other Members shall in writing of such Company Unit Sale. Upon request by the Majority Selling Group, the Members will consent to and raise no objections to the Approved Transfer proposed transaction, and will take all other actions reasonably necessary or desirable to cause the consummation of the such Company and (i) if the Approved Transfer of the Company is structured as a sale of Membership Units, the Members shall agree to sell all of their Membership Units Unit Sale on the terms and conditions approved proposed by the Manager, and (ii) if the Approved Transfer of the Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all of the assets of the Company, including any Terminating Capital Transaction (and each Investor Members shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto). Each Member shall use his/her/its best efforts to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by the Manager, including, but not limited to, the provision of reasonable and customary representations and warranties; provided, however, that no Member shall be required to incur any out-of-pocket expenses in connection with such Approved Transfer of the Company which are not reimbursed by the Company; and provided, further that no Member shall be required to make any representations and warranties in connection with any Approved Transfer other than representations and warranties as to (A) such Member's ownership of his/her/its Membership Unit(s) to be Transferred free and clear of all liens or other encumbrances and (B) such Member's power and authority to effect such Approved TransferMajority Selling Group. The obligations of each Member the Members pursuant to this Section 8.6 with respect to the Approved Transfer of the a Company Unit Sale are also subject to the satisfaction of the following conditions: (ix) the consideration payable upon consummation of such Company Unit Sale to all of the Members shall be allocated among the Members according to their ownership of Units, and (y) upon the consummation of the Approved Transfer of the CompanyCompany Unit Sale, all of the Members shall receive the same form of consideration per Unit, or if there are classes of Units, then each class shall receive the same form of consideration per Unit. Each Member agrees to be bound by agreements with respect to indemnification obligations, amounts paid into escrow, amounts subject to holdbacks or amounts subject to post-closing purchase price adjustments, and agreements to appoint representatives; provided, that any such indemnification, escrow, holdback and adjustment obligations undertaken by any Member (A) shall be proportional to the share of the purchase price paid in connection with such Company Unit Sale that is allocable to such Member and (B) shall not exceed the total amount of consideration for received by such Member in connection with such Company Unit Sale (except with respect to representations and warranties relating solely to, or covenants entered into solely by, such Member, including representations as to title to Units or any non-compete). To the Membership Unit(s) as all other holders extent that a Member does not take any actions when requested by the Manager pursuant to this Section 8.6, each such Member hereby constitutes and appoints the members of the same class Majority Selling Group as such Member’s true and lawful attorney-in-fact and authorizes the attorney-in-fact to execute on behalf of Membership Unit but taking into consideration the manner in such Member any and all documents and instruments which the Company distributes Net Cash From Sales or Refinancings attorney-in-fact deems necessary and assets as set forth appropriate in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of the assets of connection with the Company were sold by the Company for Unit Sale. The foregoing power of attorney is irrevocable and is coupled with an amount equal to such Approved Transfer of the Company and the amount such Member would receive if the resulting net proceeds were distributed to all of the Members), and (ii) the price per Membership Unit shall be payable in cash or freely tradable securitiesinterest.

Drag-Along Rights. In the event the Manager approves Members holding a Transfer by assignment of all majority of the Membership Units Percentage Interest in the Company, together with other Members who, together with the foregoing Members hold a majority of Percentage Interest in the Company (the foregoing Members are collectively referred to a third Person, or by merger, consolidation and/or reorganization with such third Person (in lieu of a sale of all or substantially all of herein as the assets of “Majority Members”) may at their option at any time require the Company), and in connection therewith it is determined by the Manager that the Transfer is fair from a financial point of view to the other Members (an the “Approved Transfer of the CompanyMinority Members”), the Members shall consent to and raise no objections to the Approved Transfer of the Company and (i) if the Approved Transfer of the Company is structured as a sale of Membership Units, the Members shall agree to sell all of their Membership Units on to a buyer in a single transaction, but only if the terms and conditions approved aggregate Fair Market Value of the consideration in such transaction to be received by each Minority Member is greater than or equal to the ManagerDeemed Unit Value of all of the Units held by each such Minority Member at the time of such transaction. The Majority Members are hereby authorized to market the Company for sale. In order to exercise the foregoing right, the Majority Members shall jointly issue a written notice (a “Drag Along Notice”) signed by each Majority Member to each of the Minority Members advising the Minority Members that they are exercising their rights under this Section 8.10, and (ii) if information describing the Approved Transfer sales transaction, including the nature and value of the Company is structured as a merger, consolidation or other reorganizationconsideration of to be paid to each Member, the Members shall vote in favor thereof (time of closing, the identity of the Buyer, and copies of any purchase and sale agreement or letter of intent to the extent they are entitled that such an agreement or letter has been executed. Upon receipt of a Drag Along Notice, the Minority Members shall be obligated to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon lawsell their Units pursuant to the transaction referred to therein. The Investor total consideration for all of the Units pursuant to the foregoing transaction shall be divided and apportioned among the Members further acknowledge and pro rata in accordance with each Member’s Pro Forma Liquidation Amount. The Minority Members agree that they do not have consent shall vote or approval rights over any sale of all or substantially all of the assets cause a vote to be made (as Members of the Company) in favor of any such Company action as may be necessary or convenient for the taking of such action to approve the transactions contemplated under this Section and will, including any Terminating Capital Transaction (upon request from the Majority Members, provide to the Majority Members an irrevocable proxy to vote the Minority Members’ Units. Sections 8.06 and each Investor Members 8.07 shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto). Each Member shall use his/her/its best efforts to cooperate apply in the Approved Transfer case of the Company and shall take any and all necessary and desirable actions in connection with the consummation issuance of the Approved Transfer of the Company as are reasonably requested by the Manager, including, but not limited to, the provision of reasonable and customary representations and warranties; provided, however, that no Member shall be required to incur any out-of-pocket expenses in connection with such Approved Transfer of the Company which are not reimbursed by the Company; and provided, further that no Member shall be required to make any representations and warranties in connection with any Approved Transfer other than representations and warranties as to (A) such Member's ownership of his/her/its Membership Unit(s) to be Transferred free and clear of all liens or other encumbrances and (B) such Member's power and authority to effect such Approved Transfer. The obligations of each Member with respect to the Approved Transfer of the Company are also subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount of consideration for the Membership Unit(s) as all other holders of the same class of Membership Unit but taking into consideration the manner in which the Company distributes Net Cash From Sales or Refinancings and assets as set forth in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of the assets of the Company were sold by the Company for an amount equal to such Approved Transfer of the Company and the amount such Member would receive if the resulting net proceeds were distributed to all of the Members), and (ii) the price per Membership Unit shall be payable in cash or freely tradable securitiesa Drag Along Notice.

Drag-Along Rights. In the event (a) If the Manager approves a Transfer by assignment of all of the Membership Units of the Company to a third Person, or by merger, consolidation and/or reorganization with such third Person (in lieu of a sale of all or substantially all of the assets Sale of the Company), and in connection therewith it is determined by the Manager that the Transfer is fair from a financial point of view to the Members (an “Approved Transfer of the Company”)each Member shall vote for, the Members shall consent to and raise no objections to the Approved Transfer against such Sale of the Company and (i) if to the Approved Transfer extent such Member has voting or consenting rights). If the Sale of the Company is structured as a (i) merger or consolidation, each Unitholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of Membership Units, the Members each Member shall agree to sell all or the pro rata portion (as the case may be) of their Membership his, her or its Units and rights to acquire Units on the terms and conditions approved by the Manager, and (ii) if the Approved Transfer of the Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all of the assets of the Company, including any Terminating Capital Transaction (and each Investor Members shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto). Each Member shall use his/her/its best efforts to cooperate in the Approved Transfer bear their pro-rata portion (based upon respective Membership Interests) of the Company and any escrows or holdbacks. Each Member shall also take any and all necessary and or desirable actions in connection with the consummation of the Approved Transfer Sale of the Company as are reasonably requested by the Manager, including, but not limited towithout limitation, executing written consents of members, proxies, registration statements, letters of transmittal, purchase agreements providing for the provision distribution of reasonable net proceeds in accordance with Section 9.3, escrow agreements and customary representations assignments (or similar instruments of conveyance). Each Member hereby constitutes and warranties; providedappoints the Manager and any Officer, howeverand each of them, that no Member shall be required to incur any out-of-pocket expenses in connection with such Approved Transfer full power of substitution, (y) as the Company which are not reimbursed by the Company; and provided, further that no Member shall be required to make any representations and warranties in connection with any Approved Transfer other than representations and warranties as to (A) proxies of such Member's ownership of his/her/its Membership Unit(s) to be Transferred free and clear of all liens or other encumbrances and (B) such Member's power and authority to effect such Approved Transfer. The obligations of each Member , with respect to the Approved Transfer matters set forth in this Section 6.1, and hereby authorizes each of the Company are also subject them to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, vote all of the Members shall receive Units held by such Member in a manner which is consistent with the same form terms and amount provisions of consideration for the Membership Unit(sthis Section 6.1, and (z) as all other holders such Member’s true and lawful attorney, in such Member’s name, place and stead, to execute any agreements or documents required to be executed by such Member, pursuant to this Section 6.1. The proxy and grant of power of attorney granted pursuant to clause (y) and clause (z) of this Section 6.1 are given in consideration of the same class of Membership Unit but taking into consideration the manner in which the Company distributes Net Cash From Sales or Refinancings agreements and assets as set forth in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of the assets of the Company were sold by the Company for an amount equal to such Approved Transfer covenants of the Company and the amount such Member would receive if in connection with the resulting net proceeds were distributed to all of the Members)transactions contemplated by this Agreement and, as such, are coupled with an interest and (ii) the price per Membership Unit shall be payable irrevocable unless and until this Agreement terminates or expires in cash accordance with its terms. Each Member hereby revokes any and all previous proxies or freely tradable securitiespowers of attorney with respect to such Member’s Units.

Drag-Along Rights. In If the event Class A Member desires to Transfer all of its Company Interest to a third party purchaser and has complied in all respects with its obligations under the Manager approves a Transfer by assignment provisions of this Section 7.4, then, in such event, the Class A Member may elect to cause the Class B Members to include in such sale to the third party purchaser all of the Membership Units Class B Members’ Company Interests (the “Class B Drag Along Portion”). The sale of the Company to a third Person, or by merger, consolidation and/or reorganization with such third Person (in lieu of a sale of all or substantially all of Class B Drag Along Portion shall be at the assets of the Company), same price and in connection therewith it is determined by the Manager that the Transfer is fair from a financial point of view to the Members (an “Approved Transfer of the Company”), the Members shall consent to same consideration and raise no objections to the Approved Transfer of the Company and (i) if the Approved Transfer of the Company is structured as a sale of Membership Units, the Members shall agree to sell all of their Membership Units on the same terms and conditions approved as set forth in the Transferee Terms (including the date for the closing of such sale) and in any case on terms no less favorable to Class B Members than to the Class A Member. Any election pursuant to this Section 7.4(c)(ii) to include the Class B Drag Along Portion in the sale (a “Drag Along Notice”) shall be set forth in the Transferee Terms or the Tag Along Sale Notice given by the Manager, and (ii) if the Approved Transfer of the Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all of the assets of the Company, including any Terminating Capital Transaction (and each Investor Members shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto). Each Class A Member shall use his/her/its best efforts to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by the Manager, including, but not limited to, the provision of reasonable and customary representations and warranties; provided, however, that no Member shall be required to incur any out-of-pocket expenses in connection with such Approved Transfer Transfer. In connection with any such Drag Along Notice, the Class B Members will execute and deliver all related documentation and take such other action in support of the Company which are not reimbursed Transfer as shall reasonably be requested by the Company; Class A Member in order to carry out the terms and providedprovision of this Section 7.4(c)(ii), further including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents. In the event that no Member shall be required the Class A Members, in connection with such Transfer, appoint a representative for the Members (the “Representative”) with respect to make matters affecting the Members under the applicable definitive transaction agreements following consummation of such Transfer, the Class B Members agree (x) to consent to (i) the appointment of such Representative, (ii) the establishment of any representations and warranties applicable escrow, expense or similar fund in connection with any Approved Transfer other than representations and warranties as to (A) such Member's ownership of his/her/its Membership Unit(s) to be Transferred free and clear of all liens indemnification or other encumbrances similar obligations, and (Biii) the payment of such Representative’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Representative in connection with such Representative's services and duties in connection with such Transfer and its related service as the representative of the Member's power , and authority (y) not to effect such Approved Transfer. The obligations of each assert any claim or commence any suit against the Representative or any other Member with respect to the Approved Transfer of the Company are also subject any action or inaction taken or failed to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount of consideration for the Membership Unit(s) as all other holders of the same class of Membership Unit but taking into consideration the manner in which the Company distributes Net Cash From Sales or Refinancings and assets as set forth in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of the assets of the Company were sold be taken by the Company for an amount equal to such Approved Transfer of Representative in connection with its service as the Company and the amount such Member would receive if the resulting net proceeds were distributed to all of the Members)Representative, and (ii) the price per Membership Unit shall be payable in cash absent fraud, willful misconduct or freely tradable securitiesgross negligence.

Drag-Along Rights. (i) In the event that (x) prior to the Manager approves a Transfer by assignment of all third anniversary of the Membership Closing, Members holding Common Units representing a Percentage Interest of at least 60% or (y) following the third anniversary of the Company to Closing, Members holding Common Units representing a third Person, or by merger, consolidation and/or reorganization with such third Person Percentage Interest of at least 50% (in lieu their capacity as such under clause (x) or (y), as applicable, under this 12.6(b), the “Dragging Members”) propose to Transfer Interests, other than any Transfer to an Affiliate of a sale of all or substantially all any such Dragging Member, and such Interests would represent 100% of the assets of Common Units then owned by such Dragging Members, such Dragging Members shall have the Company), and in connection therewith it is determined by right (the Manager that the Transfer is fair from a financial point of view to the Members (an “Approved Transfer of the CompanyDrag-Along Right”), the Members shall consent to and raise no objections upon written notice to the Approved Transfer other Members, to require that each other Member join in such sale by selling 100% of such other Member’s Common Units and Profits Interest Units on substantially the Company same terms as such Dragging Members. Such terms and conditions shall include, without limitation, (i) if the Approved Transfer of the Company is structured as a sale of Membership Units, the Members shall agree to sell all of their Membership Units on the terms and conditions approved by the Manager, consideration and (ii) if the Approved Transfer of the Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all of the assets of the Company, including any Terminating Capital Transaction (and each Investor Members shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto). Each Member shall use his/her/its best efforts to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by the Manager, including, but not limited to, the provision of reasonable information, representations, warranties, covenants and customary representations and warrantiesrequisite indemnifications; provided, however, that no (x) any representations and warranties relating specifically to any Member shall only be required made by that Member and (y) any indemnification provided by the Members (other than with respect to incur the representations referenced in the foregoing subsection (x)) shall be based solely on the relative proceeds being received by each Member in the proposed sale, in all cases on a several, not joint, basis and shall apply solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any out-of-pocket expenses such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; provided, further, however, that, the Management Members, the Outside Members and the Investor Members (other than the Dragging Members) shall receive the same amount and form (or a more liquid form) of consideration as the Dragging Members in connection with the proposed sale unless they otherwise agree. For purposes of this Section 12.6, for each Member “joining the Selling Member in such sale” or “joining the Dragging Members in such sale”, as the case may be, shall include voting its Interests consistently with the Selling Member or Dragging Members, as the case may be, agreeing to tender and tendering its Interests in connection with any tender or exchange offer, agreeing to waive any applicable appraisal or dissenters’ rights in connection with such Approved Transfer transaction, executing and delivering agreements and documents which are being executed and delivered by the Selling Member or Dragging Members, as applicable, and providing such other cooperation as the Selling Member or Dragging Members, as applicable, may reasonably request. Any expenses incurred for the benefit of the Company which are not reimbursed by the Company; and provided, further that no Member shall be required to make any representations and warranties or all Members in connection with any Approved Transfer other than representations and warranties as to (Aa drag-along sale contemplated by this Section 12.6(b) such Member's ownership of his/her/its Membership Unit(s) to be Transferred free and clear of all liens or other encumbrances and (B) such Member's power and authority to effect such Approved Transfer. The obligations of each Member with respect to the Approved Transfer of the Company that are also subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount of consideration for the Membership Unit(s) as all other holders of the same class of Membership Unit but taking into consideration the manner in which the Company distributes Net Cash From Sales or Refinancings and assets as set forth in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of the assets of the Company were sold not paid by the Company for an amount equal to such Approved Transfer of or the Company and the amount such Member would receive if the resulting net proceeds were distributed to all of the Members), and (ii) the price per Membership Unit proposed purchaser shall be payable paid by the Members in cash or freely tradable securitiesaccordance with their respective Percentage Interests.

Drag-Along Rights. In (a) If, following the event the Manager approves a Transfer by assignment date of all of the Membership Units of the Company to a third Personthis Agreement, or by merger, consolidation and/or reorganization with such third Person (in lieu of a sale of all or substantially all of the assets of the Company), and in connection therewith it is determined by the Manager that the Transfer is fair from a financial point of view to the Members (an “Approved Transfer of the Company”), the Members shall consent to and raise no objections to the Approved Transfer of the Company and (i) if any person or entity other than a New Investor or any affiliate of a New Investor offers a Company Sale; (ii) the Approved Transfer 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 fairness of the consideration to be paid in such Company is structured as Sale and (iv) the Company provides written notice of such proposed Company Sale and a sale copy of Membership Unitsthe fairness opinion to each Stockholder, the Members then each Stockholder and their affiliates shall agree be obligated to sell (a) vote all of their Membership Units on the terms and conditions approved by the Manager, and (ii) if the Approved Transfer of the Company is structured as a merger, consolidation or other reorganization, the Members shall vote Shares in favor thereof (of such transaction, to the extent they are entitled to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all of the assets of the Company, including any Terminating Capital Transaction (and each Investor Members shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto). Each Member shall use his/her/its best efforts to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with such vote is required for the consummation of the Approved Transfer such transaction, (b) sell, transfer or exchange all of their capital stock in the Company as are reasonably requested by the Manager, including, but not limited to, the provision of reasonable and customary representations and warranties; provided, however, that no Member shall be required to incur any out-of-pocket expenses in connection with such Approved Transfer 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 are not reimbursed by 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 providedthe purchaser(s) in such transaction, further that no Member shall be required at their option, may elect to make proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to any representations and warranties in connection with such Stockholder, the rights of any Approved Transfer other than representations and warranties as to (A) such Member's ownership of his/her/its Membership Unit(s) to be Transferred free and clear of all liens or other encumbrances and (B) such Member's power and authority to effect such Approved Transfer. The obligations of each Member Stockholder with respect to the Approved Transfer Voting Shares of the Company are also subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members such Stockholder shall receive the same form and amount of consideration for the Membership Unit(s) as all other holders of the same class of Membership Unit but taking into consideration the manner in which the Company distributes Net Cash From Sales or Refinancings and assets as set forth in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of the assets of the Company were sold by the Company for an amount equal to such Approved Transfer of the Company and the amount such Member would receive if the resulting net proceeds were distributed to all of the Members), and (ii) the price per Membership Unit shall be payable in cash or freely tradable securitiescease.

Drag-Along Rights. In (a) If the event the Manager Xxxxxxxx Entity approves a Transfer by assignment of all Sale of the Membership Units Business to unaffiliated Third Party or Third Parties, all Series A Members entitled to consent thereto shall consent to and raise no objections against the Sale of the Company to Business (such a third Persontransaction, a “Drag-Along Transaction”). If the Drag-Along Transaction is structured as (i) a merger, conversion, Unit exchange or consolidation of the Company, or by merger, consolidation and/or reorganization with such third Person (in lieu of a sale of all or substantially all of the assets of the Company), each Series A Member entitled to vote thereon shall vote in favor of the Drag-Along Transaction and shall waive any appraisal rights or similar rights in connection therewith it is determined by the Manager that the Transfer is fair from a financial point of view to the Members with such merger, conversion, Unit exchange, consolidation or asset sale, or (an “Approved Transfer of the Company”), the Members shall consent to and raise no objections to the Approved Transfer of the Company and (iii) if the Approved Transfer of the Company is structured as a sale of Membership all the Series A Units, the Members each Series A Member shall agree to sell all of their Membership his or its Series A Units on the terms and conditions approved by of such Drag-Along Transaction; provided, however, that the Manager, and (ii) if the Approved Transfer of the Company is Drag-Along Transaction may only be structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all the Series A Units if the Xxxxxxxx Entity holds a majority of the assets Series A Units outstanding immediately prior to such Drag-Along Transaction, or (iii) a sale of a majority of the CompanySeries A Units, including any Terminating Capital each Series A Member shall agree to sell on the terms and conditions of such Drag-Along Transaction (and each Investor a portion of his or its Series A Units equal to the Pro Rata Portion of the Units to be Disposed of in such Drag-Along Transaction other than the Series A Units to be Disposed of by the Xxxxxxxx Entity. The Series A Members shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto). Each Member shall use his/her/its best efforts to cooperate in the Approved Transfer of the Company and shall promptly take any and all necessary and desirable actions requested by the Xxxxxxxx Entity in connection with the consummation of the Approved Transfer Drag-Along Transaction, including the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide customary representations, warranties, indemnities, and escrow/holdback arrangements relating to such Drag-Along Transaction (subject to Sections 7.5(c)(iv) and 7.5(c)(v) below), in each case to the extent that each other Member is similarly obligated, and (B) effectuate the allocation and distribution of the Company aggregate consideration upon the Drag-Along Transaction as are reasonably requested by set forth in Section 7.5(c) below. Without limiting the Managerforegoing, including, but not limited to, the provision each holder of reasonable Series A Units and customary representations and warranties; provided, however, that no Member Series B Units entitled to proceeds from such Drag-Along Transaction shall be required obligated to incur join on a several basis, in proportion of the proceeds received, in any out-of-pocket expenses indemnification or other obligations that the Xxxxxxxx Entity agrees to provide or undertake in connection with such Approved Transfer Sale of the Company which are not reimbursed by the Company; and providedBusiness (other than any such obligations that relate specifically to a particular Member, further that no Member shall be required such as indemnification with respect to make any representations and warranties in connection given by a Member regarding such Member’s title to and ownership of Series A Units). The Series A Members shall be permitted to sell their Series A Units pursuant to any Drag-Along Transaction without complying with any Approved Transfer other provisions of this Article 7. A Series A Member’s “Pro Rata Portion” shall be based upon such Series A Member’s proportionate ownership of all Series A Units owned by the Series A Members other than representations the Xxxxxxxx Entity. Genesis Energy, LLC Amended and warranties as to (A) such Member's ownership of his/her/its Membership Unit(s) to be Transferred free and clear of all liens or other encumbrances and (B) such Member's power and authority to effect such Approved Transfer. The obligations of each Member with respect to the Approved Transfer of the Restated Limited Liability Company are also subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount of consideration for the Membership Unit(s) as all other holders of the same class of Membership Unit but taking into consideration the manner in which the Company distributes Net Cash From Sales or Refinancings and assets as set forth in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of the assets of the Company were sold by the Company for an amount equal to such Approved Transfer of the Company and the amount such Member would receive if the resulting net proceeds were distributed to all of the Members), and (ii) the price per Membership Unit shall be payable in cash or freely tradable securities.Agreement

Drag-Along Rights. In If the event the Manager approves a Transfer by assignment of all of the Membership Units of the Company to a third Person, or by merger, consolidation and/or reorganization with such third Person (in lieu of a sale of all or substantially all of the assets of the Company), and in connection therewith it is determined by the Manager that the Transfer is fair from a financial point of view to the Members (an “Approved Transfer of the Company”), the Members shall consent to and raise no objections to the Approved Transfer of the Company and (i) if the Approved Transfer of the Company is structured as a sale of Membership Units, the Members shall agree Reid Xxxbers propose to sell all of their Membership Units in the Company and/or stock in RPH (or any successive equity interests in successors of RPH) and the Suiza Member have not exercised their right to buy or to sell pursuant to Section 11.5 within the time periods required, then the Reid Xxxbers shall have the right (but not the obligation) to require the Suiza Member and all other Members to participate in such sale by requiring the Suiza Member and all other Members to sell their Units to the proposed purchaser on the same terms and conditions approved as have been offered by such purchaser to the Reid Xxxbers. The election by the ManagerReid Xxxbers to require the Suiza Member and all other Members to participate in such sale shall be exercisable by the Reid Members within thirty days after the date on which the Suiza Member notify the Reid Xxxbers of their election not to purchase the Units (or shares) of the Reid Xxxbers, and (ii) if in the Approved Transfer of event that the Company is structured as a merger, consolidation or other reorganizationReid Xxxbers do not elect to do so within such thirty days, the Members shall vote in favor thereof (Reid Xxxbers will be deemed conclusively to have waived such right. Notwithstanding anything to the extent they are entitled to vote) contrary elsewhere herein, Sections 7.2 and 7.3 shall not exercise any dissentersapply to prevent the Reid Xxxbers from exercising their rights under this Section 11.6. For purposes of this Section 11.6 and with respect to the Reid Xxxbers' drag along rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all of the assets of the Companyas set forth herein, including any Terminating Capital Transaction (and each Investor Members "Suiza Members" shall be deemed to have agreed not include any employee optionee who exercises options to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto). Each Member shall use his/her/its best efforts acquire Units pursuant to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by the Manager, including, but not limited to, the provision of reasonable and customary representations and warranties; provided, however, that no Member shall be required to incur any out-of-pocket expenses in connection with such Approved Transfer of the Company which are not reimbursed by the Company; and provided, further that no Member shall be required to make any representations and warranties in connection with any Approved Transfer other than representations and warranties as to (A) such Member's ownership of his/her/its Membership Unit(s) to be Transferred free and clear of all liens or other encumbrances and (B) such Member's power and authority to effect such Approved Transfer. The obligations of each Member with respect to the Approved Transfer of the Company are also subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount of consideration for the Membership Unit(s) as all other holders of the same class of Membership Unit but taking into consideration the manner in which the Company distributes Net Cash From Sales or Refinancings and assets as set forth in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of the assets of the Company were sold by the Company for an amount equal to such Approved Transfer of the Company and the amount such Member would receive if the resulting net proceeds were distributed to all of the Members), and (ii) the price per Membership Unit shall be payable in cash or freely tradable securitiesoption plans.

Drag-Along Rights. In (a) From and after the event time (if any) when the Manager approves Board, upon the determination of a Transfer by assignment Majority in Interest of the Members, has informed each of the Members that a Majority in Interest of the Members desires to effectuate a sale or exchange of all of the Membership Company’s Units of the Company to (a third Person, or by merger, consolidation and/or reorganization with such third Person (in lieu of a sale of all or substantially all of the assets of the Company), and in connection therewith it is determined by the Manager that the Transfer is fair from a financial point of view to the Members (an “Approved Transfer of the CompanyUnits Sale”), the Members shall Company and each Member shall, subject to Section 8.03(c), (i) cooperate in good faith to effectuate such Units Sale, and (ii) consent to and raise no objections against, and take all necessary or desirable actions in connection with, the consummation of such Units Sale, including those reasonably requested by the Board. The drag-along rights set forth in this Section 8.03 will apply to the Approved Transfer of the Company and a Units Sale only if (i) if the Approved Transfer such sale is to be made only pursuant to a definitive purchase and sale agreement or similar agreement setting forth all of the Company material terms and conditions relative to such Units Sale, (ii) the Board delivers a copy of such agreement to all of the Members and other recognized holders of Units in accordance with Section 11.11 at least ten (10) days before the closing or other consummation of such Units Sale, and (iii) such Units Sale is structured as an arm’s-length transaction with a sale primary buyer that is not an Affiliate of Membership any Representative or any Member owning a Majority in Interest of the Units, except that the conditions and restrictions in this clause (iii) shall not be applicable to any Units Sale whose terms are approved by a Majority in Interest of the Members shall agree that are not Affiliates of such Representative or such Member owning a Majority in Interest of the Units. Without limiting the generality of the foregoing, subject to the terms set forth in this Section 8.02, each Member or other holder of Units hereby waives any dissenter’s rights, appraisal rights, or similar rights in connection with such Units Sale, and each Member or other holder of Units agrees to sell or exchange any or all of their Membership his, her or its Units on the terms and conditions approved by the Manager, and (ii) if the Approved Transfer a Majority in Interest of the Company is structured as a merger, consolidation or other reorganization, Members (including the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale making of all or substantially all of the assets of the Companyrequired customary representations, including any Terminating Capital Transaction (warranties, covenants, indemnities and each Investor Members shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation theretoagreements). Each Further, each Member shall use his/her/its best efforts agrees to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by the Managershall, including, but not limited to, the provision of reasonable and customary representations and warranties; provided, however, that no Member shall be required to incur any out-of-pocket expenses in connection with such Approved Units Sale, sell, assign, Transfer of the Company which are not reimbursed by the Company; and providedconvey his, further that no Member shall be required to make any representations and warranties in connection with any Approved Transfer other than representations and warranties as to (A) such Member's ownership of his/her/, or its Membership Unit(s) to be Transferred Units free and clear of any and all liens or other encumbrances and (B) such Member's power and authority to effect such Approved Transfer. The obligations of each Member with respect to the Approved Transfer of the Company are also subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount of consideration for the Membership Unit(s) as all other holders of the same class of Membership Unit but taking into consideration the manner in which the Company distributes Net Cash From Sales or Refinancings and assets as set forth in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of the assets of the Company were sold by the Company for an amount equal to such Approved Transfer of the Company and the amount such Member would receive if the resulting net proceeds were distributed to all of the Members), and (ii) the price per Membership Unit shall be payable in cash or freely tradable securitiesencumbrances.

Drag-Along Rights. In the event the Manager approves a Transfer by assignment of all of the Membership Units of the Company to a third Person, or by merger, consolidation and/or reorganization with such third Person (in lieu of a sale of all or substantially all of the assets of the Company), and in connection therewith it is determined by the Manager that the Transfer is fair from a financial point of view to the Members (an “Approved Transfer of the Company”), the Members shall consent to and raise no objections to the Approved Transfer of the Company and (i) if the Approved Transfer of the Company is structured as a sale of Membership Units, the Members shall agree to sell all of their Membership Units on the terms and conditions approved by the Manager, and (ii) if the Approved Transfer of the Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon Virginia law. The Investor Class B Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all of the assets of the Company, including any Terminating Capital Transaction (and each Investor Members Class B Member shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon Virginia law in relation thereto). Each Member shall use his/her/its best efforts to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by the Manager, including, but not limited to, the provision of reasonable and customary representations and warranties; provided, however, that no Member shall be required to incur any out-of-pocket expenses in connection with such Approved Transfer of the Company which are not reimbursed by the Company; and provided, further that no Member shall be required to make any representations and warranties in connection with any Approved Transfer other than representations and warranties as to (A) such Member's ownership of his/her/its Membership Unit(s) to be Transferred free and clear of all liens or other encumbrances and (B) such Member's power and authority to effect such Approved Transfer. The obligations of each Member with respect to the Approved Transfer of the Company are also subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount of consideration for the Membership Unit(s) as all other holders of the same class of Membership Unit but taking into consideration the manner in which the Company distributes Net Cash From Sales or Refinancings Flow and assets as set forth in Sections 4.2 4.1 and 4.4 (i.e., the amount each Member would receive if all of the assets of the Company were sold by the Company for an amount equal to such Approved Transfer of the Company and the amount such Member would receive if the resulting net proceeds were distributed to all of the Members), and (ii) the price per Membership Unit shall be payable in cash or freely tradable tradeable securities.

Drag-Along Rights. In (a) If, at any time, (i) the event Board, (ii) the Manager approves a Transfer by assignment of all Majority-in-Interest of the Membership Common Unit Holders and (iii) the holders 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), the “Selling Investors”), approve in writing a Sale of the Company to a third Personan Independent Third Party, or by merger, consolidation and/or reorganization with the Board shall notify the Members and Economic Owners in writing of such third Person (in lieu of a sale of all or substantially all of the assets proposed Sale of the Company), and in connection therewith it is determined . Upon request by the Manager that Selling Investors, each Member and Economic Owner and the Transfer is fair from a financial point of view to the Members (an “Approved Transfer of the Company”), the Members shall Company will consent to and raise no objections to the Approved Transfer proposed Sale of the Company Company, and (i) will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of the Company, and if the Approved Transfer 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 Membership Units, the Members shall each Member shall, and hereby does, agree to sell all of their Membership Units on the terms and conditions approved by of the Manager, and Sale of the Company. All Members shall bear their pro rata share (iibased upon proceeds received in respect of their Units) if of the Approved Transfer transaction costs in the Sale of the Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they such costs are entitled to vote) 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 exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all be considered costs of the assets of the Company, including any Terminating Capital Transaction (and each Investor Members shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto). Each Member shall use his/her/its best efforts to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by the Manager, including, but not limited to, the provision of reasonable and customary representations and warranties; provided, however, that no Member shall be required to incur any out-of-pocket expenses in connection with such Approved Transfer of the Company which are not reimbursed by the Company; and provided, further that no Member shall be required to make any representations and warranties in connection with any Approved Transfer other than representations and warranties as to (A) such Member's ownership of his/her/its Membership Unit(s) to be Transferred free and clear of all liens or other encumbrances and (B) such Member's power and authority to effect such Approved Transfertransaction. The obligations of each Member the Members and Economic Owners pursuant to this Section 8.4(a) with respect to the Approved Transfer a Sale of the Company are also subject to the satisfaction of the following conditions: (iw) 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 Company does not elect to redeem all of the Class F Preferred Units in connection with the 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 except as set forth in clause (z), upon the consummation of the Approved Transfer Sale of the Company, all of the Members and Economic Owners shall receive the same form and amount of consideration for the Membership Unit(s) as all other holders per Unit of the same class of Membership Unit but taking into consideration or other equity interest, (y) with respect to the manner in which the Company distributes Net Cash From Sales or Refinancings and assets as set forth in Sections 4.2 and 4.4 (i.e.Blockers, the amount each Member would receive if all of the assets such Sale of the Company were sold by shall satisfy Section 8.4(d), and (z) with respect to Cigna, if the acquirer in such Sale of the Company for 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 Approved Transfer 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 at the closing of such Sale of the Company such Person shall have sufficient funds to consummate such Sale of the Company and the amount effect such Member would receive if the resulting net proceeds were distributed to all of the Members), and (ii) the price per Membership Unit shall be payable in cash or freely tradable securitiespayment.

Drag-Along Rights. In (a) If, at any time, (i) the event Board, (ii) the Manager approves a Transfer by assignment of all Majority-in-Interest of the Membership Common Unit Holders and (iii) the holders 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), the “Selling Investors”), approve in writing a Sale of the Company to a third Personan Independent Third Party, or by merger, consolidation and/or reorganization with the Board shall notify the Members and Economic Owners in writing of such third Person (in lieu of a sale of all or substantially all of the assets proposed Sale of the Company), and in connection therewith it is determined . Upon request by the Manager that Selling Investors, each Member and Economic Owner and the Transfer is fair from a financial point of view to the Members (an “Approved Transfer of the Company”), the Members shall Company will consent to and raise no objections to the Approved Transfer proposed Sale of the Company Company, and (i) will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of the Company, and if the Approved Transfer 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 Membership Units, the Members shall each Member shall, and hereby does, agree to sell all of their Membership Units on the terms and conditions approved by of the Manager, and Sale of the Company. All Members shall bear their pro rata share (iibased upon proceeds received in respect of their Units) if of the Approved Transfer transaction costs in the Sale of the Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they such costs are entitled to vote) 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 exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all be considered costs of the assets of the Company, including any Terminating Capital Transaction (and each Investor Members shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto). Each Member shall use his/her/its best efforts to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by the Manager, including, but not limited to, the provision of reasonable and customary representations and warranties; provided, however, that no Member shall be required to incur any out-of-pocket expenses in connection with such Approved Transfer of the Company which are not reimbursed by the Company; and provided, further that no Member shall be required to make any representations and warranties in connection with any Approved Transfer other than representations and warranties as to (A) such Member's ownership of his/her/its Membership Unit(s) to be Transferred free and clear of all liens or other encumbrances and (B) such Member's power and authority to effect such Approved Transfertransaction. The obligations of each Member the Members and Economic Owners pursuant to this Section 8.4(a) with respect to the Approved Transfer a Sale of the Company are also subject to the satisfaction of the following conditions: (iw) 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 Company does not elect to redeem all of the Class F Preferred Units in connection with the 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 Class F Unpaid Accrued Dividends, (x) except as set forth in the proviso in clause (w) and except as set forth in clause (z), upon the consummation of the Approved Transfer Sale of the Company, all of the Members and Economic Owners shall receive the same form and amount of consideration for the Membership Unit(s) as all other holders per Unit of the same class of Membership Unit but taking into consideration or other equity interest, (y) with respect to the manner in which the Company distributes Net Cash From Sales or Refinancings and assets as set forth in Sections 4.2 and 4.4 (i.e.Blockers, the amount each Member would receive if all of the assets such Sale of the Company were sold by shall satisfy Section 8.4(d), and (z) with respect to Cigna, if the acquirer in such Sale of the Company for 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 Approved Transfer 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 Class F Unpaid Accrued Dividends 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 at the closing of such Sale of the Company such Person shall have sufficient funds to consummate such Sale of the Company and the amount effect such Member would receive if the resulting net proceeds were distributed to all of the Members), and (ii) the price per Membership Unit shall be payable in cash or freely tradable securitiespayment.

Drag-Along Rights. If any member or members of the THL Group shall, individually or collectively, propose to Transfer at least 75% of all shares of Common Stock collectively owned by the THL Group at the time of the transaction in question to a Third Party, then (in addition to the rights of the Management Securityholders, the Third Party Investors, and their respective Permitted Transferees to participate in such Transfer pursuant to Section 6.4(a) hereof) the members of the THL Group, may, at their option, require the Management Securityholders, the Third Party Investors, and their respective Permitted Transferees (collectively, the "Remaining Holders") to include in such Transfer to the Third Party such number of shares of Common Stock owned by each of them, as determined in accordance with this Section 6.4(b); provided that if the members of the THL Group send the Drag-Along Notice referred to below, Section 6.4(a) shall not apply to the Transfer. The members of the THL Group shall give written notice (the "Drag-Along Notice") of the exercise of their rights pursuant to this Section 6.4(b) to each of the Remaining Holders, setting forth the sales price consideration per share to be paid by the Third Party and the other material terms and conditions of such transaction, including the number of shares to be included therein. The Drag-Along Notice shall state that the Remaining Holders shall be required to participate in the proposed Transfer of shares to the Third Party according to the terms and conditions of this Section 6.4(b) and for the same type of consideration and for an amount of consideration per share not less than that offered to any member of the THL Group by the Third Party and on terms and conditions (other than, in the case of members of the THL Group, any management, advisory or transaction fees payable to them or their affiliates) no less favorable to such Remaining Holders than the terms and conditions offered to any member of the THL Group by the Third Party. Within 15 days following the receipt of the Drag-Along Notice, each of the Remaining Holders shall deliver to a representative of the THL Group designated in the Drag-Along Notice certificates representing all shares of Common Stock held by such Remaining Holder, duly endorsed, together with all other documents required to be executed in connection with such transaction. In the event that any Remaining Holder should fail to deliver such certificates to the Manager approves a Transfer by assignment of all of THL Group, the Membership Units Company shall cause the books and records of the Company to a third Person, or by merger, consolidation and/or reorganization with show that such third Person (in lieu of a sale of all or substantially all of the assets of the Company), and in connection therewith it is determined shares are bound by the Manager provisions of this Section 6.4(b) and that the Transfer is fair from a financial point of view such shares may be Transferred only to the Members (an “Approved Transfer of the Company”), the Members shall consent to and raise no objections to the Approved Transfer of the Company and (i) if the Approved Transfer of the Company is structured as a sale of Membership Units, the Members shall agree to sell all of their Membership Units on the terms and conditions approved by the Manager, and (ii) if the Approved Transfer of the Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all of the assets of the Company, including any Terminating Capital Transaction (and each Investor Members shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto)Third Party. Each Member shall use his/her/its best efforts to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by the Manager, including, but not limited to, the provision of reasonable and customary representations and warranties; provided, however, that no Member Remaining Holder shall be required to incur any out-of-pocket expenses participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (x) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Common Stock owned by such Remaining Holder, and the denominator of which shall be the total number of shares of Common Stock owned by the THL Group plus the total number of shares of Common Stock owned by all Remaining Holders in the aggregate. The maximum number of shares of Common Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 6.4(b) shall be the total number of shares of Common Stock then owned by such Approved Remaining Holder. If, within 90 days after the members of the THL Group gave the Drag-Along Notice, they shall not have completed the Transfer of all the Company which are shares of Common Stock of the THL Group and the Remaining Holders in accordance with this Section 6.4(b), the THL Group shall return to each of the Remaining Holders all certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not reimbursed purchased pursuant to this Section 6.4(b); provided that the THL Group shall be permitted, but not obligated, to complete the sale by all non-defaulting Remaining Holders if one or more of the Remaining Holders default; provided further that completion of the sale by the Company; and provided, further that no Member THL Group and/or such Remaining Holders shall be required to make any representations and warranties in connection with any Approved Transfer other than representations and warranties as to (A) such Member's ownership not relieve a defaulting Remaining Holder of his/her/liability for its Membership Unit(s) to be Transferred free and clear of all liens or other encumbrances and (B) such Member's power and authority to effect such Approved Transferbreach. The obligations of each Member with respect the Remaining Holders pursuant to the Approved Transfer of the Company this Section 6.4(b) are also subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount of consideration for the Membership Unit(s) as all other holders of the same class of Membership Unit but taking into consideration the manner in which the Company distributes Net Cash From Sales or Refinancings and assets as set forth in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of the assets of the Company were sold by the Company for an amount equal to such Approved Transfer of the Company and the amount such Member would receive if the resulting net proceeds were distributed to all of the Members), and (ii) the price per Membership Unit shall be payable in cash or freely tradable securities.:

Drag-Along Rights. If any member or members of the Xxxxx Group shall, individually or collectively, propose to Transfer at least 75% of all shares of Company Stock collectively owned by the Xxxxx Group at the time of the transaction in question to a Third Party, then (in addition to the rights of the Management Stockholders, the Third Party Investors, and their respective Permitted Transferees to participate in such Transfer pursuant to Section 6.5(a) hereof) the members of the Xxxxx Group, may, at their option, require the Management Stockholders, the Third Party Investors, and their respective Permitted Transferees (collectively, the "Remaining Holders") to include in such Transfer to the Third Party such number of shares of Company Stock owned by each of them, as determined in accordance with this Section 6.5(b); provided that if the members of the Xxxxx Group send the Drag-Along Notice referred to below, Section 6.5(a) shall not apply to the Transfer. The members of the Xxxxx Group shall give written notice (the "Drag- Along Notice") of the exercise of their rights pursuant to this Section 6.5(b) to each of the Remaining Holders, setting forth the sales price consideration per share to be paid by the Third Party and the other material terms and conditions of such transaction, including the number of shares to be included therein. The Drag-Along Notice shall state that the Remaining Holders shall be required to participate in the proposed Transfer of shares to the Third Party according to the terms and conditions of this Section 6.5(b) and for the same type of consideration and for an amount of consideration per share not less than that offered to any member of the Xxxxx Group by the Third Party and on terms and conditions (other than, in the case of members of the Xxxxx Group, any management, advisory or transaction fees payable to them or their affiliates) no less favorable to such Remaining Holders than the terms and conditions offered to any member of the Xxxxx Group by the Third Party. Within 15 days following the receipt of the Drag-Along Notice, each of the Remaining Holders shall deliver to a representative of the Xxxxx Group designated in the Drag-Along Notice certificates representing all shares of Company Stock held by such Remaining Holder, duly endorsed, together with all other documents required to be executed in connection with such transaction. In the event that any Remaining Holder should fail to deliver such certificates to the Manager approves a Transfer by assignment of all of Xxxxx Group, the Membership Units Company shall cause the books and records of the Company to a third Person, or by merger, consolidation and/or reorganization with show that such third Person (in lieu of a sale of all or substantially all of the assets of the Company), and in connection therewith it is determined shares are bound by the Manager provisions of this Section 6.5(b) and that the Transfer is fair from a financial point of view such shares may be Transferred only to the Members (an “Approved Transfer of the Company”), the Members shall consent to and raise no objections to the Approved Transfer of the Company and (i) if the Approved Transfer of the Company is structured as a sale of Membership Units, the Members shall agree to sell all of their Membership Units on the terms and conditions approved by the Manager, and (ii) if the Approved Transfer of the Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all of the assets of the Company, including any Terminating Capital Transaction (and each Investor Members shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto)Third Party. Each Member shall use his/her/its best efforts to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by the Manager, including, but not limited to, the provision of reasonable and customary representations and warranties; provided, however, that no Member Remaining Holder shall be required to incur any out-of-pocket expenses participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Company Stock equal to the product of (x) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Company Stock owned by such Remaining Holder, and the denominator of which shall be the total number of shares of Company Stock owned by the Xxxxx Group plus the total number of shares of Company Stock owned by all Remaining Holders in the aggregate. The maximum number of shares of Company Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 6.5(b) shall be the total number of shares of Company Stock then owned by such Approved Remaining Holder. If, within 90 days after the members of the Xxxxx Group gave the Drag-Along Notice, they shall not have completed the Transfer of all the shares of Company which are Stock of the Xxxxx Group and the Remaining Holders in accordance with this Section 6.5(b), the Xxxxx Group shall return to each of the Remaining Holders all certificates representing shares of Company Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not reimbursed purchased pursuant to this Section 6.5(b); provided that the Xxxxx Group shall be permitted, but not obligated, to complete the sale by all non-defaulting Remaining Holders if one or more of the Remaining Holders default; provided further that completion of the sale by the Company; and provided, further that no Member Xxxxx Group and/or such Remaining Holders shall be required to make any representations and warranties in connection with any Approved Transfer other than representations and warranties as to (A) such Member's ownership not relieve a defaulting Remaining Holder of his/her/liability for its Membership Unit(s) to be Transferred free and clear of all liens or other encumbrances and (B) such Member's power and authority to effect such Approved Transferbreach. The obligations of each Member with respect the Remaining Holders pursuant to the Approved Transfer of the Company this Section 6.5(b) are also subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount of consideration for the Membership Unit(s) as all other holders of the same class of Membership Unit but taking into consideration the manner in which the Company distributes Net Cash From Sales or Refinancings and assets as set forth in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of the assets of the Company were sold by the Company for an amount equal to such Approved Transfer of the Company and the amount such Member would receive if the resulting net proceeds were distributed to all of the Members), and (ii) the price per Membership Unit shall be payable in cash or freely tradable securities.:

Drag-Along Rights. In So long as this Agreement shall ----------------- remain in effect, if the event the Manager approves Vestar Member or any of its Affiliates receives an offer from a Transfer by assignment of all of the Membership Units of the Company Third Party to a third Person, or by merger, consolidation and/or reorganization with such third Person purchase (in lieu of whether pursuant to a sale of all units, a merger or substantially all of the assets of the Company)otherwise) all, but not less than all, outstanding Units subject to this Agreement and in connection therewith it such offer is determined accepted by the Manager Vestar Member, then each holder of Units hereby agrees that it will, if requested by the Transfer is fair from a financial point of view Vestar Member, transfer all Units owned by it to the Members (an “Approved Transfer of the Company”), the Members shall consent to and raise no objections to the Approved Transfer of the Company and (i) if the Approved Transfer of the Company is structured as a sale of Membership Units, the Members shall agree to sell all of their Membership Units such Third Party on the terms and conditions approved of the offer so accepted by the ManagerVestar Member, including making the same representations, warranties, covenants, indemnities and agreements that the Vestar Member agrees to make (except that, in the case of representations and warranties pertaining specifically to the Vestar Member, each other holder of Units shall make the comparable representations and warranties pertaining specifically to itself, and (ii) if except that, in the Approved Transfer case of the Company is structured as a mergercovenants or agreements capable of performance only by certain holders of Units, consolidation such covenants or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all of the assets of the Company, including any Terminating Capital Transaction (and each Investor Members agreements shall be deemed made only by such certain holders of Units, and provided that all representations, warranties, covenants, agreements and indemnities made by the holders of Units pertaining specifically to have agreed themselves shall be made by each of them severally and not to exercise any dissenters' rights jointly and provided further that each holder of appraisal they may have under Oregon law in relation thereto). Each Member Units shall use his/her/its best efforts to cooperate be severally (but not jointly) liable for breaches of representations, warranties, covenants and agreements of or (in the Approved Transfer case of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by the Manager, including, but not limited to, the provision of reasonable and customary representations and warranties; provided) pertaining to the LLC, howeveror the Parent and its subsidiaries, that no Member shall be required as the case may be, and for indemnification obligations arising out of or relating to incur any out-of-pocket expenses in connection with such Approved Transfer breach or otherwise pertaining to the LLC, on a pro rata basis, such liability of each such holder of Units not to exceed such holder of Units' pro rata portion of the Company which are not reimbursed by the Company; and provided, further that no Member shall be required to make any representations and warranties in connection with any Approved Transfer other than representations and warranties as to (A) such Member's ownership of his/her/its Membership Unit(s) to be Transferred free and clear of all liens or other encumbrances and (B) such Member's power and authority to effect such Approved Transfer. The obligations of each Member with respect to the Approved Transfer gross proceeds of the Company are also subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount of consideration for the Membership Unit(s) as all other holders of the same class of Membership Unit but taking into consideration the manner in which the Company distributes Net Cash From Sales or Refinancings and assets as set forth in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of the assets of the Company were sold by the Company for an amount equal to such Approved Transfer of the Company and the amount such Member would receive if the resulting net proceeds were distributed to all of the Memberssale), and (ii) the price per Membership Unit shall be payable in cash or freely tradable securities.

Drag-Along Rights. In If the event the Manager approves Managing Member elects to consummate a Transfer by assignment sale of all of the Membership Units of or equity interests in the Company to any independent third party (each such transaction referred to as a third Person, or by merger, consolidation and/or reorganization with such third Person (in lieu of a sale of all or substantially all of the assets of the Company), and in connection therewith it is determined by the Manager that the Transfer is fair from a financial point of view to the Members (an “Approved Transfer of the CompanyCompany Unit Sale”), the Managing Member shall notify the other Members shall in writing of such Company Unit Sale. Upon request by the Managing Member, the Members will consent to and raise no objections to the Approved Transfer proposed transaction, and will take all other actions reasonably necessary or desirable to cause the consummation of the such Company and (i) if the Approved Transfer of the Company is structured as a sale of Membership Units, the Members shall agree to sell all of their Membership Units Unit Sale on the terms and conditions approved proposed by the Manager, and (ii) if the Approved Transfer of the Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all of the assets of the Company, including any Terminating Capital Transaction (and each Investor Members shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto). Each Member shall use his/her/its best efforts to cooperate in the Approved Transfer of the Company and shall take any and all necessary and desirable actions in connection with the consummation of the Approved Transfer of the Company as are reasonably requested by the Manager, including, but not limited to, the provision of reasonable and customary representations and warranties; provided, however, that no Member shall be required to incur any out-of-pocket expenses in connection with such Approved Transfer of the Company which are not reimbursed by the Company; and provided, further that no Member shall be required to make any representations and warranties in connection with any Approved Transfer other than representations and warranties as to (A) such Managing Member's ownership of his/her/its Membership Unit(s) to be Transferred free and clear of all liens or other encumbrances and (B) such Member's power and authority to effect such Approved Transfer. The obligations of each Member the Members pursuant to this Section 26 with respect to the Approved Transfer of the a Company Unit Sale are also subject to the satisfaction of the following conditions: (ia) the consideration payable upon consummation of such Company Unit Sale to all of the Members shall be allocated among the Members according to their ownership of Units, and (b) upon the consummation of the Approved Transfer of the CompanyCompany Unit Sale, all of the Members shall receive the same form of consideration per Unit, or if there are classes of Units, then each class shall receive the same form of consideration per Unit. Each Member agrees to be bound by agreements with respect to indemnification obligations, amounts paid into escrow, amounts subject to holdbacks or amounts subject to post-closing purchase price adjustments, and agreements to appoint representatives; provided, that any such indemnification, escrow, holdback and adjustment obligations undertaken by any Member (x) shall be proportional to the share of the purchase price paid in connection with such Company Unit Sale that is allocable to such Member and (y) shall not exceed the total amount of consideration for received by such Member in connection with such Company Unit Sale (except with respect to representations and warranties relating solely to, or covenants entered into solely by, such Member, including representations as to title to Units or any non-compete). To the Membership Unit(s) as all other holders extent that a Member does not take any actions when requested by the Manager pursuant to this Section 26, each such Member hereby constitutes and appoints the members of the same class Managing Member as such Member’s true and lawful attorney-in-fact and authorizes the attorney-in-fact to execute on behalf of Membership Unit but taking into consideration the manner in such Member any and all documents and instruments which the Company distributes Net Cash From Sales or Refinancings attorney-in-fact deems necessary and assets as set forth appropriate in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of the assets of connection with the Company were sold by the Company for Unit Sale. The foregoing power of attorney is irrevocable and is coupled with an amount equal to such Approved Transfer of the Company and the amount such Member would receive if the resulting net proceeds were distributed to all of the Members), and (ii) the price per Membership Unit shall be payable in cash or freely tradable securitiesinterest.