Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. (a) If BLUM and/or its Affiliates (in such capacity, xxx "Dragging Party") agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM and its Affiliates at the time of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM approves (i) any merger, consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM and/or its Affiliates Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (in such capacity, xxx "Dragging Party"75%) agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority more of the shares of Common Stock beneficially owned by BLUM and its Affiliates at it then holds (the time "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying related transactions for either (i) cash or unrestricted marketable securities that are traded on a fractionU.S. stock exchange, over the counter or on a bulletin board, or (Aii) any consideration so long as the numerator third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of which more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the aggregate number "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx provide to the rights of the Dragging Party set forth in Section 2.5(a) Holder, at least ten (10) calendar days prior to the closing of such Transfer. The Drag-Along Notice will set forth sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the number of shares of Common Stock proposed to be so TransferredStock, the name of the proposed transferee(s) (the "Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash consideration"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of Restricted Securities sought and the other Shares then held by the Holder to the Proposed Transferee on the terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Parties shall be obligated only to contained therein (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the "Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM approves (i) any merger, consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rulethe Holder, regulation, statuxx, agreement among including the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.Required Exercise Shares;

Drag-Along Rights. (a) If BLUM and/or its Affiliates So long as the AEA Investors hold at least fifty percent (in such capacity50%) of the Company Common Stock held by the AEA Investors on the date hereof, xxx "if the AEA Investors (the “Dragging Parties”) receive a bona fide offer from a Person other than a Stockholder or an Affiliate of a Stockholder (a “Third Party"”) agree to Transfer to a Third Party or a group of Third Parties purchase (other than in a Public Offeringan IPO) a majority at least 90% of the shares of Company Common Stock beneficially owned held, in the aggregate, by BLUM the AEA Investors (a “Third Party Offer”) and its Affiliates at such Third Party Offer is accepted by the time of such TrxxxxerDragging Parties, then each of the Non-BLUM Parties other Stockholders hereby agrees that, if requested xx xhe by the Dragging PartyParties, it will Transfer to such Third Party on substantially the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging PartyParties, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Company Common Stock equal to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Company Common Stock owned by BLUM and its Affiliates at it multiplied by the time percentage of the Traxxxxr by (ii) the then outstanding aggregate number of shares of Company Common Stock owned by such Non-BLUM to which the Third Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities)Offer is applicable. (b) The Dragging Party Parties will give notice (the "Drag- “Drag-Along Notice"”) to each of the Non-BLUM Parties other Stockholders of any proposed Transfer giving rxxx rise to the rights of the Dragging Party Parties set forth in Section 2.5(a2.4(a) at least ten (10) calendar days prior as soon as reasonably practicable following the acceptance of the offer referred to such Transferin Section 2.4(a). The Drag-Along Notice will set forth the number of shares of Company Common Stock proposed to be so Transferred, the name of the Proposed TransfereeTransferee or acquiring Person, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party Parties will provide such information, to the extent reasonably available to the Dragging PartyParties, relating to such consideration as the Non-BLUM Parties other Stockholders may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities shares of Company Common Stock sought and the other terms and conditions of the proposed Transferoffer. The Dragging Parties will notify the other Stockholders at least ten (10) Business days in advance of the closing of the sale of shares to the Third Party. In connection with any such Transferagreement, such Non-BLUM Parties shall other Stockholders will be obligated only to required (i) maxx xepresentations to make or agree to the same covenants, indemnities (with respect to all matters other than the Dragging Parties’ or other Stockholders’ ownership of Company Common Stock) and agreements as the Dragging Parties so long as such covenants, indemnities and agreements are made severally and not jointly and the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) are borne on a pro rata basis based on the number of shares Transferred by each Stockholder and are limited to the lesser of (A) the net proceeds actually received by such Stockholder for such Transferred shares and (B) such Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the sale to the Third Party, (ii) to make representations and warranties (and provide related indemnification) only as to their respective individual Ownership ownership of Restricted Securities (and then only to the same extent such representations and warranties Company Common Stock as are given by the Dragging Party Parties with respect to its Ownership such party’s ownership of Company Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect thereto, and (iii) agree otherwise take all necessary action, including, without limitation, to the extent applicable, expressly waiving any dissenter’s rights or rights of appraisal or similar rights, surrendering certificates, cooperating in obtaining any applicable governmental authorization(s) and otherwise as reasonably required to assist the Dragging Parties in the consummation of such Third Party Offer and (iv) to pay their proportionate share of the reasonable costs incurred for the benefit of all Stockholders in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transfereetransferee or acquiring Person. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 one hundred twenty (120) days from the date of the Drag-Along Notice, the Dragging Party Parties must deliver another Drag-Along Notice in order to exercise its their rights under this Section 2.5 2.4 with respect to such Transfer or any other Transfer. (c) If BLUM approves Notwithstanding anything in this Agreement to the contrary, upon receipt of the Drag-Along Notice, each other Stockholder shall be obligated to vote his, her or its shares of Company Common Stock, if applicable, in favor of such Third Party Offer at any meeting of holders of Company Common Stock called to vote on or approve such Third Party Offer (ior any written consent solicited for such purpose). Solely for purposes of this Section 2.4(c) and in order to secure the performance of each Stockholder’s obligations under this Section 2.4(c), each Stockholder hereby irrevocably appoints each other Stockholder that qualifies as a Drag-Along Proxy Holder (as defined below) the attorney-in-fact and proxy of such Stockholder (with full power of substitution) to vote or provide a written consent with respect to its Company Common Stock as described in this paragraph if, and only in the event that, such Stockholder fails to vote or provide a written consent with respect to his, her or its Company Common Stock in accordance with the terms of this Section 2.4(c) (each such Stockholder, a “Breaching Drag-Along Stockholder”) within three days of a request for such vote or written consent. Upon such failure, the Dragging Parties shall have and are hereby irrevocably granted a proxy to vote or provide a written consent with respect to each such Breaching Drag-Along Stockholder’s Company Common Stock for the purposes of taking the actions required by this Section 2.4(c) (such Dragging Parties, a “Drag-Along Proxy Holder”). Each Stockholder intends this proxy to be, and it shall be, irrevocable and coupled with an interest, and each Stockholder will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revoke any merger, consolidation, axxxxamation or other business combination involving proxy previously granted by it with respect to the matters set forth in Section 2.4(c) with respect to the Company or Common Stock owned by such Stockholder. Notwithstanding the foregoing, the conditional proxy granted by this Section 2.4(c) shall be deemed to be revoked upon the termination of this Section 2.4 in accordance with this Agreement. (d) If a Minority Investor is required to Transfer any of its Subsidiaries shares in accordance with this Section 2.4, such Minority Investor shall use commercially reasonable efforts to secure any governmental authorization required to be obtained by such Minority Investor and shall provide any information which may be needed from such Minority Investor in connection therewith, to comply as soon as reasonably practicable with all applicable Laws and to take all such other actions and to execute such additional documents as are necessary or (ii) appropriate in order to consummate the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwiseThird Party Offer.

Drag-Along Rights. (a) If BLUM and/or its For as long as EES and Xxxxxx and their respective Affiliates and other EES Group Holders that received Common Stock or Common Stock Equivalents in a Transfer subject to Section 3.5(a)(iii) (in such capacity, xxx the "Dragging PartyEES Parties") agree own at least a majority of the Fully-Diluted Common Stock, then, subject to paragraph (c) below, in connection with any Transfer for value of all of the shares of Common Stock and Common Stock Equivalents owned by the EES Parties to any Person, other than an Affiliate of EES or Xxxxxx, the EES Parties shall have the right to require all other Parties to sell all, but not less than all, of their shares of Common Stock and Common Stock Equivalents on the terms described in paragraph (b) below; PROVIDED THAT for purposes of calculating the value of Investor Warrants and Special Warrants Transferred pursuant to this Section 3.6, the value of such Investor Warrants and Special Warrants shall be deemed to be the value of the shares of Common Stock subject to such warrants, less the aggregate exercise price thereof, and PROVIDED FURTHER that the Non-Voting Common Stock shall be deemed to have the same value as undesignated Common Stock for such purpose. (b) In connection with any proposed Transfer subject to this Section 3.6, the EES Parties shall give written notice to each other Party at least twenty (20) days prior to such Transfer, which notice shall specify the amount and type of consideration to be received for the Common Stock and Common Stock Equivalents to be received by the EES Parties in connection with such Transfer, if applicable, a Third Party or Proposed Consideration Allocation (as defined in Section 3.5(b)), and the place and date on which the Transfer is expected to be consummated (a group of Third "Drag-Along Notice"). The consideration to be received by the Parties other than the EES Parties in a Transfer governed by this Section 3.6 shall be equal to the consideration to be received by the EES Parties (other than subject to paragraph (a) above) as reflected in the Drag-Along Notice (including giving effect to any Proposed Consideration Allocation, if applicable), unless (i) the Drag-Along Notice includes a Public OfferingProposed Consideration Allocation, and (ii) the holders of at least a majority of the shares of Common Stock beneficially owned by BLUM and its Affiliates at or Common Stock Equivalents that would be obligated to participate in such proposed Transfer pursuant to this Section 3.6 object to the time fairness of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on the same terms Proposed Consideration Allocation and conditions deliver an Objection Notice (including, without limitation, time of payment and form of consideration, but subject to as defined in Section 2.5(b3.5(c)) as to be paid and given to the Dragging Party, the same portion EES Parties within fifteen (as determined by the immediately succeeding sentence15) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by Notice, in which case the FS Entitiesfollowing provisions shall apply. Upon timely receipt of an Objection Notice, the FS Entities deliver Company will as promptly as practicable hire a nationally recognized investment banking firm, not Affiliated with any Party and reasonably acceptable to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire Special Committee and the Transferring Party, to Transfer any evaluate the fairness of the Restricted Securities beneficially owned by them Proposed Consideration Allocation as in the same manner as set forth in Section 3.5(c) (including, if applicable, to determine a Revised Consideration Allocation as described therein). The Company shall use commercially reasonable efforts to cause the investment banking firm to make the foregoing determinations within twenty (20) days of receipt of an Objection Notice. The EES Parties will as promptly as practicable provide such investment banking firm with such information concerning the proposed Transfer and related transactions as shall reasonably be requested by such investment banking firm subject to the execution and delivery of a customary confidentiality agreement. The investment banking firm shall notify the Company, the EES Parties and each other Party of its determination, including the terms of its Revised Consideration Allocation, if any. If the investment banking firm determines that the Proposed Consideration Allocation was fair, then the other Parties shall be obligated to sell their shares of Common Stock and Common Stock Equivalents on the terms set forth in the Drag-Along Notice Notice. If the investment banking firm determines that the Proposed Consideration Allocation was not fair and provides a Revised Consideration Allocation, then the EES Parties may elect, by notice to the other Parties, either to not proceed with the proposed transaction, or to modify the terms of the proposed transaction to give effect to the Revised Consideration Allocation, whereupon each other Party shall be obligated to sell its shares of Common Stock and Common Stock Equivalents on terms that give effect to such Revised Consideration Allocation. The fees and expenses of any investment banking firm hired for the foregoing purposes shall be borne by the Company. (c) The obligation of any Party to sell its shares of Common Stock and Common Stock Equivalents owned by such Party pursuant to this Section 3.6 shall apply (i) during the period ending on the first anniversary of this Agreement, if and only if the proposed transaction is approved by the Special Committee, and (yii) with respect to an Initial Party, after the first anniversary of the date of this Agreement, if and only if such Initial Party would not exercise their rights (in connection with the proposed transaction) realize an internal rate of return of at least thirty percent (30%) per annum, calculated based on the Party's aggregate initial investment in the Company and giving effect to all dividends and other distributions or amounts received in respect of the Common Stock and Common Stock Equivalents initially purchased by such Party with any non-cash consideration reasonably valued in good faith by the Special Committee at the time of the distribution thereof, and if an Initial Party has Transferred any Common Stock or Common Stock Equivalents prior to the proposed sale under Section 3.6, then with the calculation of such internal rate of return assuming no such Transfers had occurred and that such Initial Party then retained such Transferred Common Stock and Common Stock Equivalents. (d) Each Party to a Transfer pursuant to this Section 2.4 hereto 3.6 shall not be required to make any representations or warranties in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect theretoother than representations and warranties as to (i) such Person's ownership of the shares of Common Stock and Common Stock Equivalents to be Transferred free and clear of all liens, claims and encumbrances, (ii) such Party's power and authority to effect such Transfer, and (iii) agree such matters pertaining to pay their proportionate share compliance with securities laws as the transferee may reasonably require. (e) The closing of such purchase by the reasonable costs incurred transferee shall be on the same date that the transferee acquires securities from the EES Parties (it being acknowledged that in connection with no event shall the EES Parties be obligated to Transfer any securities and the Investor Group Holders shall not be obligated to Transfer any securities unless and until the EES Parties Transfer securities hereunder), PROVIDED that such transaction other Parties are given twenty (20) days advance notice of such closing; PROVIDED FURTHER, HOWEVER, that any such closing shall be delayed, to the extent not paid or reimbursed required until two (2) Business Days following the expiration of any required waiting periods under the HSR Act and the FPA and the obtaining of all other governmental approvals reasonably deemed necessary by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfera Party. (cf) If BLUM approves Each Party who participates in a Transfer pursuant to this Section 3.6 shall promptly perform, whether before or after any such closing, such additional acts (iincluding, without limitation, executing and delivering additional documents) any merger, consolidation, axxxxamation or other business combination involving as are reasonably required to effect more fully the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held transactions contemplated by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwisethis Section 3.6.

Drag-Along Rights. (a) If BLUM and/or its Affiliates Stockholders holding a majority of the outstanding shares of Company Common Stock (in such capacity, xxx "the “Dragging Parties”) receive a bona fide offer from a Person other than a Stockholder or an Affiliate of a Stockholder (a “Third Party"”) agree to Transfer to a Third Party or a group of Third Parties purchase (other than in a Public Offeringan IPO) at least a majority of the shares of Company Common Stock beneficially owned (a “Third Party Offer”) and such Third Party Offer is accepted by BLUM and its Affiliates at the time of such TrxxxxerDragging Parties, then each of the Non-BLUM Parties other Stockholders hereby agrees that, if requested xx xhe by the Dragging PartyParties, it will Transfer to such Third Party on substantially the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging PartyParties, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities shares equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at it multiplied by the time percentage of the Traxxxxr by (ii) then outstanding shares to which the aggregate number of shares of Common Stock owned by such Non-BLUM Third Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities)Offer is applicable. (b) The Dragging Party Parties will give notice (the "Drag- “Drag-Along Notice"”) to each of the Non-BLUM Parties other Stockholders of any proposed Transfer giving rxxx rise to the rights of the Dragging Party Parties set forth in Section 2.5(a2.4(a) at least ten (10) calendar days prior as soon as reasonably practicable following the acceptance of the offer referred to such Transferin Section 2.4(a). The Drag-Along Notice will set forth the number of shares of Company Common Stock proposed to be so Transferred, the name of the Proposed TransfereeTransferee or acquiring Person, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party Parties will provide such information, to the extent reasonably available to the Dragging PartyParties, relating to such consideration as the Non-BLUM Parties other Stockholders may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities shares of Company Common Stock sought and the other terms and conditions of the proposed Transferoffer. The Dragging Parties will notify the other Stockholders at least ten (10) Business Days in advance of the closing of the sale of shares to the Third Party. In connection with any such Transferagreement, such Non-BLUM Parties shall other Stockholders will be obligated only to required (i) maxx xepresentations to make or agree to the same covenants, indemnities (with respect to all matters other than the Dragging Parties’ or other Stockholders’ ownership of Company Common Stock) and agreements as the Dragging Parties so long as such covenants, indemnities and agreements are made severally and not jointly and the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) are borne on a pro rata basis based on the number of shares Transferred by each Stockholder and are limited to the lesser of (A) the net proceeds actually received by such Stockholder for such Transferred shares and (B) such Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the sale to the Third Party, (ii) to make representations and warranties (and provide related indemnification) only as to their respective individual Ownership ownership of Restricted Securities (and then only to the same extent such representations and warranties Company Common Stock as are given by the Dragging Party Parties with respect to its Ownership such party’s ownership of Company Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect thereto, and (iii) agree otherwise take all necessary action, including, without limitation, to the extent applicable, expressly waiving any dissenter’s rights or rights of appraisal or similar rights, surrendering certificates, cooperating in obtaining any applicable governmental authorization(s) and otherwise as reasonably required to assist the Dragging Parties in the consummation of such Third Party Offer and (iv) to pay their proportionate share of the reasonable costs incurred for the benefit of all Stockholders in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transfereetransferee or acquiring Person. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 one hundred twenty (120) days from the date of the Drag-Along Notice, the Dragging Party Parties must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 2.4 with respect to such Transfer or any other Transfer. (c) If BLUM approves Notwithstanding anything in this Agreement to the contrary, upon receipt of the Drag-Along Notice, each other Stockholder shall be obligated to vote his, her or its shares of Company Common Stock, if applicable, in favor of such Third Party Offer at any meeting of holders of Company Common Stock called to vote on or approve such Third Party Offer (ior any written consent solicited for such purpose). Solely for purposes of this Section 2.4(c) and in order to secure the performance of each Stockholder’s obligations under this Section 2.4(c), each Stockholder hereby irrevocably appoints each other Stockholder that qualifies as a Drag-Along Proxy Holder (as defined below) the attorney-in-fact and proxy of such Stockholder (with full power of substitution) to vote or provide a written consent with respect to its Company Common Stock as described in this paragraph if, and only in the event that, such Stockholder fails to vote or provide a written consent with respect to his, her or its Company Common Stock in accordance with the terms of this Section 2.4(c) (each such Stockholder, a “Breaching Drag-Along Stockholder”) within three (3) days of a request for such vote or written consent. Upon such failure, the Dragging Parties shall have and are hereby irrevocably granted a proxy to vote or provide a written consent with respect to each such Breaching Drag-Along Stockholder’s Company Common Stock for the purposes of taking the actions required by this Section 2.4(c) (such Dragging Parties, a “Drag-Along Proxy Holder”). Each Stockholder intends this proxy to be, and it shall be, irrevocable and coupled with an interest, and each Stockholder will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revoke any merger, consolidation, axxxxamation or other business combination involving proxy previously granted by it with respect to the matters set forth in Section 2.4(c) with respect to the Company or Common Stock owned by such Stockholder. Notwithstanding the foregoing, the conditional proxy granted by this Section 2.4(c) shall be deemed to be revoked upon the termination of this Section 2.4 in accordance with this Agreement. (d) If a Minority Investor is required to Transfer any of its Subsidiaries shares in accordance with this Section 2.4, such Minority Investor shall use commercially reasonable efforts to secure any governmental authorization required to be obtained by such Minority Investor and shall provide any information which may be needed from such Minority Investor in connection therewith, to comply as soon as reasonably practicable with all applicable Laws and to take all such other actions and to execute such additional documents as are necessary or appropriate in order to consummate the Third Party Offer. (iie) For the sale avoidance of all of the business or assets of, or substantially all of the assets ofdoubt, the Company or Dragging Parties will not receive any of its Subsidiaries (any of the foregoing events, collateral consideration in connection with a "Transaction"), then Third Party Offer that is not also received by each of the Non-BLUM other Stockholders in connection with any proposed Transfer giving rise to the rights of the Dragging Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwiseset forth in Section 2.4(a).

Drag-Along Rights. (a) If BLUM XXXX and/or its Affiliates (in such capacity, xxx the "Dragging -------- Party") agree to Transfer to a Third Party or a group of Third Parties (other ----- than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM XXXX and its Affiliates at the time of such TrxxxxerTransfer, then each of the Non-BLUM XXXX Parties hereby agrees that, if requested xx xhe by the Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM XXXX Party's Restricted Securities as is being Xxxnsferred Transferred by BLUM XXXX and its Affiliates. Each Non-BLUM XXXX Party xxx can be required to sell pursuant to xxxs this Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM XXXX and its Affiliates and (B) the denominatox xx denominator of which is the aggregate number of shares of Common Stock owned by BLUM XXXX and its Affiliates at the time of the Traxxxxr Transfer by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM XXXX Party (including for these purposes all sxxxxs shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Drag-Along Notice") to ----------------- each of the Non-BLUM XXXX Parties of any proposed Transfer giving rxxx rise to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM XXXX Parties may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM XXXX Parties shall be obligated only to (i) maxx xepresentations make representations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this -------- ------- Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM XXXX a certificate signed by the FS Entities cxxxxfying certifying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM XXXX had not otherwise delivered a Drag- Drag-Along Xxxice Notice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM XXXX approves (i) any merger, consolidation, axxxxamation amalgamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM XXXX Parties agrees to vote all shares of Commxx Xtock ----------- Common Stock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM XXXX Parties under any rule, regulation, statuxxstatute, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM and/or its Affiliates Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (in such capacity, xxx "Dragging Party"75%) agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority more of the shares of Common Stock beneficially owned by BLUM and its Affiliates at it then holds (the time "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying related transactions for either (i) cash or unrestricted marketable securities that are traded on a fractionU.S. stock exchange, over the counter or on a bulletin board, or (Aii) any consideration so long as the numerator third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of which more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the aggregate number "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx provide to the rights of the Dragging Party set forth in Section 2.5(a) Holder, at least ten (10) calendar days prior to the closing of such Transfer. The sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice will set forth Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be so Transferred, sold by the name of Trust to the Proposed Transferee, . The Drag-Along Notice shall be deemed to be given and served on the proposed amount date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15. (b) Notwithstanding Section 2(b) herein and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, subject to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash considerationSection 6(i), the number Holder shall, within five (5) days of Restricted Securities sought and the other terms and conditions receipt of the proposed Transfer. In connection with any such Transfera Drag-Along Notice, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only deliver an Exercise Notice to the same extent such representations and warranties are given by the Dragging Party Company with respect to its Ownership of Common Stock), (ii) agree the Required Exercise Shares provided that the Exercise Date is deemed to pay its pro rata share (based on occur concurrently with the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements consummation of the selling Securityholders that survive transaction which is the closing subject of such the Drag-Along Notice. If the Holder does not deliver the Exercise Notice within the required 5-day period or delivers the Exercise Notice without the appropriate payment in cash for the exercise of the Warrant, or portion thereof, as appropriate, upon consummation of the transaction and do not relate which is the subject of the Drag-Along Notice the Holder will have been deemed to Ownership of Restricted Securities; provided, however that this have delivered a Cashless Exercise Notice to the Company in accordance with Section 2.5(b)(ii2(c) above. The Company's call rights under Section 4(a)(i) shall not apply if, no later than five to the Holder's exercise with respect to the Required Exercise Shares. (5c) calendar days Promptly after receipt of the Drag-Along Notice, the Holder shall deliver to the Trust, to hold in escrow pending closing of the transaction that is the subject of the Drag-Along Notice, stock certificates in its possession (if any) representing its shares of Common Stock to be transferred, properly endorsed for transfer to the Proposed Transferee. (d) The Trust shall, together with the Drag-Along Notice, provide to the Holder a fairness opinion from an independent appraiser or investment bank selected by the Trust (reasonably satisfactory to the Required Holders) regarding the transaction that is the subject of the Drag-Along Notice, provided that there shall be no such requirement if the Trust has obtained such a fairness opinion for itself with respect to the transaction that is the subject of the Drag-Along Notice. (e) The monetary value of any indemnity to be provided by the Holder to the Proposed Transferee under the terms of its sale of Shares in accordance with this Section 6 (which indemnity may also cover operational matters not the subject of the Holder's representations and warranties described in the following sentence) shall be in the same ratio to the monetary value of the indemnity provided by the Trust as the ratio of the relative value of the securities to be sold by each of the Holder and the Trust in any such sale, but in no case shall it exceed the monetary value of the consideration it receives pursuant to the terms of such sale. The Holder's representations and warranties shall be limited to enforceability, the ownership of the Shares to be transferred by such Holder, authority to transfer such Shares, that such Shares are free of liens and encumbrances as of the transfer date and other standard and customary non-operational representations and warranties. (f) If the Company has received a Put Notice from the Holder in accordance with Section 5(c) herein prior to delivery by the Trust to the Holder of a Drag-Along Notice, then the Trust shall not be entitled to exercise its drag-along right pursuant to Section 6(a) herein with respect to such portion of the Warrant that is the subject of such Put Notice, unless the per share sale price in connection with the transaction that is the subject of the Drag-Along Notice is greater than or equal to the Put Fair Value as of the date of delivery of such Drag-Along Notice by the Trust. (g) If upon the Trust's delivery of a Drag-Along Notice to the Holder there is a pending Exercise Date and/or Put Effective Date, then the corresponding Exercise Notice and the 90-day waiting period under the last sentence of Section 2(b) and/or the corresponding Put Notice and the 90-day waiting period under Section 5(d)), as the case may be, shall be tolled, as of the date of delivery of the Drag-Along Notice (the "Drag Toll Date"), even if any such waiting period has not yet begun to run as of the date of the delivery of the Drag-Along Notice, and the Exercise Date and/or Put Effective Date, as applicable, shall be suspended, and shall only be rescheduled in accordance with Section 6(j)(i) below. The suspended Exercise Date and/or Put Effective Date, as applicable, and the corresponding Exercise Notice and/or Put Notice, as appropriate, shall be cancelled if the transaction that is the subject of the Drag-Along Notice is consummated within sixty (60) days of the date of delivery of the Drag-Along Notice by the FS EntitiesTrust to the Holder. (h) If the Trust delivers a Drag-Along Notice to the Holder in accordance with Section 6(a) following its delivery of a Tag-Along Notice to the Holder in accordance with Section 7(a), the FS Entities deliver to BLUM a certificate signed then such Tag-Along Notice, and any Participation Notice delivered by the FS Entities cxxxxfying Holder in good faith that they (x) do not desire to Transfer any connection with the Tag-Along Notice, shall be deemed cancelled and of no effect as of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in date of delivery of the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect theretothe Holder, and the Holder shall not be entitled to exercise such tag-along right. (iiii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction Notwithstanding Section 6(b) above and subject to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the limitations of Section 2(a) above, after receiving a Drag-Along Notice, the Holder shall be entitled to deliver to the Company an Exercise Notice relating to the portion of the Warrant that is not consummated within 120 days from the date subject of the Drag-Along Notice, provided that such Exercise Notice shall only be given effect if the Dragging Party must deliver another transaction relating to the Drag-Along Notice is terminated or is not consummated within sixty (60) days of the date of delivery of the Drag-Along Notice by the Trust, and further provided that no days that have passed from the date of delivery to the Company of the Exercise Notice until the date of such termination or expiration, as appropriate (the "Drag Expiry Date"), shall be counted for purposes of the waiting period under Section 2(b). (j) If the transaction that is the subject of a Drag-Along Notice delivered by the Trust to the Holder in order accordance with Section 6(a) herein (the "Drag Transaction") is terminated or is not consummated within sixty (60) days of the date of delivery of the Drag-Along Notice by the Trust, then (i) notwithstanding anything contained herein to exercise its rights under this the contrary, any Exercise Date and/or Put Effective Date that was/were suspended pursuant to Section 2.5 6(g) above shall each be deemed reinstated and rescheduled, subject to the following provisions: (1) with respect to such Transfer an Exercise Date, no days that have passed from the Drag Toll Date until the Drag Expiry Date shall be counted for purposes of the waiting period under Section 2(b), and the corresponding election to exercise the Warrant, or any other Transferportion thereof, and the corresponding Exercise Notice, shall be deemed reinstated and effective subject to the rescheduled date of the Exercise Date, to reflect the provisions of this Section 6(j)(i)(1); and (2) with respect to a Put Effective Date, the Put Effective Date shall be delayed by adding the number of days that is equal to the number of days that have passed from the Drag Toll Date until the Drag Expiry Date to the 90-day waiting period under Section 5(d), and the corresponding election to put the Warrant, or portion thereof, and the corresponding Put Notice, shall be deemed reinstated and effective subject to the rescheduled date of the Put Effective Date, to reflect the provisions of this Section 6(j)(i)(2). (c) If BLUM approves (i) any merger, consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the NonDrag-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwiseAlong Notice shall be deemed voided.

Drag-Along Rights. (a) If BLUM and/or In the event of a default by LGII or LWN of their obligations under Section 4.1 to pay the relevant Option Price as provided for herein, and such default shall continue for 45 days, the BCP Entities shall be entitled to solicit offers from third parties for the purchase of all or part of the outstanding shares of Common Stock and Preferred Stock. If, following such Event of Default and pursuant to such solicitation, any of the BCP Entities receives a bona fide offer from a Person other than a BCP Entity or any of its Affiliates (in such capacity, xxx a "Dragging Third Party") agree to purchase in an arms'-length transaction all or part of the outstanding shares of Common Stock and Preferred Stock owned by the Stockholders and such offer is accepted by such BCP Entities, then LGII, RDI, XXXX and their respective Permitted Transferees each agrees that it will Transfer to a Third Party all or a group of Third Parties (other than in a Public Offering) a majority part of the shares of Common Stock beneficially and Preferred Stock owned by BLUM and its Affiliates at the time of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on the same terms and conditions (includingof the offer so accepted by such BCP Entities, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, including the same portion (as determined by per share consideration. In any such transaction where less than all of the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of outstanding shares of Common Stock are to be Transferred sold, such shares to be sold shall be sold by BLUM BCP, LGII, RDI and its Affiliates and (B) the denominatox xx which is the aggregate number of shares XXXX pro rata in proportion to their respective holdings of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities)Stock. (b) The Dragging Party will BCP Entities shall give notice (the "Drag- Drag-Along Notice") to each of the Non-BLUM Parties other Stockholders of any proposed Transfer giving rxxx rise to the rights of the Dragging Party such BCP Entities set forth in Section 2.5(a7.4(a) at least ten (10) calendar days prior as soon as practicable following the acceptance of the offer referred to such Transferin Section 7.4(a). The Drag-Along Notice will shall set forth the number of shares of Common Stock and Preferred Stock proposed to be so Transferred, the name of the Proposed Transfereeproposed transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will Transferring Stockholder shall provide such information, to the extent reasonably available to the Dragging PartyBCP Entities, relating to such consideration as the Non-BLUM Parties LGII, RDI, XXXX and their respective Permitted Transferees may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities sought ) and the other terms and conditions of the proposed Transferoffer. In The BCP Entities shall notify the Stockholders at least 20 days in advance of entering into a definitive agreement in connection with such offer if Stockholders will be required to sign any such Transfer, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any agreement containing representations, warranties, covenants or agreements of warranties and indemnities and will provide in advance to one counsel acting for Holdings and the selling Securityholders that survive the closing of such transaction and do not relate other Stockholders subject to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by (which counsel shall be other than counsel for the FS BCP Entities, the FS Entities deliver to BLUM ) a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any copy of the Restricted Securities beneficially owned representations, warranties and indemnities proposed to be made by them in such Stockholders. In any such agreement such Stockholders will be required to make the proposed Transfer set forth in same representations, warranties and indemnities as the Drag-Along Notice BCP Entities so long as they are made severally and (y) would not exercise their rights pursuant to Section 2.4 hereto jointly. The Stockholders agree that Holdings shall pay the fees and expenses of counsel for the Stockholders in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect thereto, and (iii) agree any transaction referred to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transfereethis Section 7.4. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party Transferring Stockholder must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 3.6 with respect to such Transfer or any other Transfer. (c) If BLUM approves (i) Following a default as described in Section 7.4(a), any mergerproceeds realized from the sale pursuant to this Section 7.4 of the shares of Common Stock or Preferred Stock held by LGII, consolidation, axxxxamation RDI or other business combination involving their respective Permitted Transferees shall be paid over to BCP to the Company or any of its Subsidiaries or (ii) extent necessary to satisfy the Obligations which remain unsatisfied following the sale of all of the business or assets ofBCP Common Stock and XXXX Common Stock, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees whether pursuant to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws Section 7.4 or otherwise, and any excess proceeds shall be paid over to LGII.

Drag-Along Rights. (a) If BLUM and/or its Affiliates (in such capacity, xxx the "Dragging Party") agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM and its Affiliates at the time of such TrxxxxerTransfer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe by the Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred Transferred by BLUM and its Affiliates. Each Non-BLUM Party xxx can be required to sell pursuant to xxxs this Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM and its Affiliates and (B) the denominatox xx denominator of which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr Transfer by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Drag-along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx rise to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations make representations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; providedPROVIDED, however HOWEVER, that in no event shall any Non-BLUM Party's liabilities exceed the total net proceeds from such Transfer received by such Non-BLUM Party; PROVIDED, FURTHER that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying certifying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Drag-Along Xxxice Notice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM approves (i) any merger, consolidation, axxxxamation amalgamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock Common Stock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxxstatute, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM XXXX and/or its Affiliates (in such capacity, xxx "the “Dragging Party"”) agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM XXXX and its Affiliates at the time of such TrxxxxerTransfer, then each of the Non-BLUM XXXX Parties hereby agrees that, if requested xx xhe by the Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM XXXX Party's ’s Restricted Securities as is being Xxxnsferred Transferred by BLUM XXXX and its Affiliates. Each Non-BLUM XXXX Party xxx can be required to sell pursuant to xxxs this Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM XXXX and its Affiliates and (B) the denominatox xx denominator of which is the aggregate number of shares of Common Stock owned by BLUM XXXX and its Affiliates at the time of the Traxxxxr Transfer by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM XXXX Party (including for these purposes all sxxxxs shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- “Drag-Along Notice"”) to each of the Non-BLUM XXXX Parties of any proposed Transfer giving rxxx rise to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM XXXX Parties may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM XXXX Parties shall be obligated only to (i) maxx xepresentations make representations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however however, that in no event shall any Non-XXXX Party’s liabilities exceed the total net proceeds from such Transfer received by such Non-XXXX Party; provided, further that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM XXXX a certificate signed by the FS Entities cxxxxfying certifying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM XXXX had not otherwise delivered a Drag- Drag-Along Xxxice Notice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM XXXX approves (i) any merger, consolidation, axxxxamation amalgamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "“Transaction"”), then each of the Non-BLUM XXXX Parties agrees to vote all shares of Commxx Xtock Common Stock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' ’ rights available to such Non-BLUM XXXX Parties under any rule, regulation, statuxxstatute, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM XXXX and/or its Affiliates (in such capacity, xxx the "Dragging -------- Party") agree to Transfer to a Third Party or a group of Third Parties (other ----- than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM XXXX and its Affiliates at the time of such TrxxxxerTransfer, then each of the Non-BLUM XXXX Parties hereby agrees that, if requested xx xhe by the Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM XXXX Party's Restricted Securities as is being Xxxnsferred Transferred by BLUM XXXX and its Affiliates. Each Non-BLUM XXXX Party xxx can be required to sell pursuant to xxxs this Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM XXXX and its Affiliates and (B) the denominatox xx denominator of which is the aggregate number of shares of Common Stock owned by BLUM XXXX and its Affiliates at the time of the Traxxxxr Transfer by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM XXXX Party (including for these purposes all sxxxxs shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Drag-Along Notice") to ----------------- each of the Non-BLUM XXXX Parties of any proposed Transfer giving rxxx rise to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM XXXX Parties may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM XXXX Parties shall be obligated only to (i) maxx xepresentations make representations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than -------- ------- five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM XXXX a certificate signed by the FS Entities cxxxxfying certifying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM XXXX had not otherwise delivered a Drag- Drag-Along Xxxice Notice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Drag- Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM XXXX approves (i) any merger, consolidation, axxxxamation amalgamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM XXXX Parties agrees to vote all shares of Commxx Xtock ----------- Common Stock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM XXXX Parties under any rule, regulation, statuxxstatute, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM and/or In the event of a default by LGII or LWN of their obligations under Section 4.1 to pay the relevant Option Price as provided for herein, and such default shall continue for 45 days, the BCP Entities shall be entitled to solicit offers from third parties for the purchase of all or part of the outstanding shares of Common Stock and Preferred Stock. If, following such Event of Default and pursuant to such solicitation, any of the BCP Entities receives a bona fide offer from a Person other than a BCP Entity or any of its Affiliates (in such capacity, xxx a "Dragging Third Party") agree to purchase in an arms'-length transaction all or part of the outstanding shares of Common Stock and Preferred Stock owned by the Stockholders and such offer is accepted by such BCP Entities, then LGII, PSIM and their respective Permitted Transferees each agrees that it will Transfer to a Third Party all or a group of Third Parties (other than in a Public Offering) a majority part of the shares of Common Stock beneficially and Preferred Stock owned by BLUM and its Affiliates at the time of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on the same terms and conditions (includingof the offer so accepted by such BCP Entities, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, including the same portion (as determined by per share consideration. In any such transaction where less than all of the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of outstanding shares of Common Stock are to be Transferred sold, such shares to be sold shall be sold by BLUM BCP, LGII and its Affiliates and (B) the denominatox xx which is the aggregate number of shares PSIM PRO RATA in proportion to their respective holdings of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities)Stock. (b) The Dragging Party will BCP Entities shall give notice (the "Drag- Drag-Along Notice") to each of the Non-BLUM Parties other Stockholders of any proposed Transfer giving rxxx rise to the rights of the Dragging Party such BCP Entities set forth in Section 2.5(a7.4(a) at least ten (10) calendar days prior as soon as practicable following the acceptance of the offer referred to such Transferin Section 7.4(a). The Drag-Along Notice will shall set forth the number of shares of Common Stock and Preferred Stock proposed to be so Transferred, the name of the Proposed Transfereeproposed transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will Transferring Stockholder shall provide such information, to the extent reasonably available to the Dragging PartyBCP Entities, relating to such consideration as the Non-BLUM Parties LGII, PSIM and their respective Permitted Transferees may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities sought ) and the other terms and conditions of the proposed Transferoffer. In The BCP Entities shall notify the Stockholders at least 20 days in advance of entering into a definitive agreement in connection with such offer if Stockholders will be required to sign any such Transfer, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any agreement containing representations, warranties, covenants or agreements of warranties and indemnities and will provide in advance to one counsel acting for Prime Holdings and the selling Securityholders that survive the closing of such transaction and do not relate other Stockholders subject to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by (which counsel shall be other than counsel for the FS BCP Entities, the FS Entities deliver to BLUM ) a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any copy of the Restricted Securities beneficially owned representations, warranties and indemnities proposed to be made by them in such Stockholders. In any such agreement such Stockholders will be required to make the proposed Transfer set forth in same representations, warranties and indemnities as the Drag-Along Notice BCP Entities so long as they are made severally and (y) would not exercise their rights pursuant to Section 2.4 hereto jointly. The Stockholders agree that Prime Holdings shall pay the fees and expenses of counsel for the Stockholders in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect thereto, and (iii) agree any transaction referred to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transfereethis Section 7.4. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party Transferring Stockholder must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 3.6 with respect to such Transfer or any other Transfer. (c) If BLUM approves Following a default as described in Section 7.4(a), any proceeds realized from the sale pursuant to this Section 7.4 of the shares of Common Stock or Preferred Stock held by LGII or its Permitted Transferees shall be paid over to BCP (ifor its own account and the account of PSIM) any merger, consolidation, axxxxamation or other business combination involving to the Company or any of its Subsidiaries or (ii) extent necessary to satisfy the Obligations which remain unsatisfied following the sale of all of the business or assets ofBCP Common Stock and PSIM Common Stock, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees whether pursuant to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws Section 7.4 or otherwise, and any excess proceeds shall be paid over to LGII.

Drag-Along Rights. (a) If BLUM XXXX and/or its Affiliates (in such capacity, xxx the "Dragging Party") agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM XXXX and its Affiliates at the time of such TrxxxxerTransfer, then each of the Non-BLUM XXXX Parties hereby agrees that, if requested xx xhe by the Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM XXXX Party's Restricted Securities as is being Xxxnsferred Transferred by BLUM XXXX and its Affiliates. Each Non-BLUM XXXX Party xxx can be required to sell pursuant to xxxs this Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM XXXX and its Affiliates and (B) the denominatox xx denominator of which is the aggregate number of shares of Common Stock owned by BLUM XXXX and its Affiliates at the time of the Traxxxxr Transfer by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM XXXX Party (including for these purposes all sxxxxs shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Drag-Along Notice") to each of the Non-BLUM XXXX Parties of any proposed Transfer giving rxxx rise to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM XXXX Parties may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM XXXX Parties shall be obligated only to (i) maxx xepresentations make representations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM XXXX a certificate signed by the FS Entities cxxxxfying certifying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM XXXX had not otherwise delivered a Drag- Drag-Along Xxxice Notice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM XXXX approves (i) any merger, consolidation, axxxxamation amalgamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM XXXX Parties agrees to vote all shares of Commxx Xtock Common Stock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM XXXX Parties under any rule, regulation, statuxxstatute, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM and/or So long as this Agreement remains in effect, if WMC Holding or its Affiliates stockholders receives an offer from a Person other than an Affiliate of WMC Holding (in such capacity, xxx a "Dragging Third Party") agree to Transfer to a Third Party or a group of Third Parties purchase (other than in a Public Offering) either (i) at least a majority of the shares of Common Stock beneficially owned then outstanding or (ii) at least a majority of the shares of WMC Holding Common Stock then outstanding, and, in either case, such offer is accepted by BLUM and WMC Holding or its Affiliates at the time of such Trxxxxerstockholders, then each of the Non-BLUM Parties Glenayre and its Permitted Transferees hereby agrees that, if requested xx xhe Dragging Partyby WMC Holding, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, including time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging PartyWMC Holding or its stockholders, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock equal to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at it multiplied by the time percentage of the Traxxxxr by (ii) the aggregate number of then outstanding shares of Common Stock owned by such Non-BLUM to which the Third Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities)offer is applicable. (b) The Dragging Party WMC Holding will give notice (the "Drag- Drag-Along Notice") to each of the Non-BLUM Parties Glenayre and its Permitted Transferees of any proposed Transfer giving rxxx rise to the rights of the Dragging Party WMC Holding set forth in Section 2.5(a) at least ten (10) calendar days prior as soon as practicable following WMC Holding's or its stockholders acceptance of the offer referred to such Transferin Section 2.5(a). The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name and address of the Proposed TransfereeThird Party, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party WMC Holding will provide such information, to the extent reasonably available to the Dragging PartyWMC Holding, relating to such consideration as the Non-BLUM Parties Glenayre and its Permitted Transferees may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities shares of Common Stock sought and the other terms and conditions of the proposed Transfer. In connection with offer; provided that none of Glenayre or any such Transfer, such Non-BLUM Parties Permitted Transferee shall be obligated only to accept pursuant to this Section 2.5 any consideration other than cash, cash equivalents, marketable securities, securities with registration rights similar to those contemplated in Section 3.1 or securities which may be Transferred pursuant to Rule 144 or 145 (ior any successor rules) maxx xepresentations under the Securities Act. WMC Holding will endeavor to notify Glenayre and warranties its Permitted Transferees at least 20 days (and provide related indemnificationin any event shall notify Glenayre and its Permitted Transferees at least 10 Business Days) as to their respective individual Ownership in advance of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM entering into a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto definitive agreement in connection with such proposed Transfer if BLUM had offer. In any such agreement, Glenayre and its Permitted Transferees will be required (i) to make or agree to the same representations, warranties and indemnities as WMC Holding so long as they are made severally and not otherwise delivered a Drag- Along Xxxice jointly (provided that Glenayre and its Permitted Transferees will not be required to make representations, warranties or covenants or provide indemnification with respect theretoto any matter other than their respective ownership of the shares of Common Stock to be Transferred, their respective ability to Transfer such shares free and clear of all encumbrances and their respective authority and due authorization to Transfer such shares), and (iiiii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction WMC Holding Sale to the extent not paid or reimbursed by the Company or the Proposed TransfereeTransferee or Third Party. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 90 days from the date of the Drag-Along Notice, the Dragging Party WMC Holding must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM approves (i) any merger, consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM and/or its Affiliates Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (in such capacity, xxx "Dragging Party"75%) agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority more of the shares of Common Stock beneficially owned by BLUM and its Affiliates at it then holds (the time "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying related transactions for either (i) cash or unrestricted marketable securities that are traded on a fractionU.S. stock exchange, over the counter or on a bulletin board, or (Aii) any consideration so long as the numerator third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of which more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the aggregate number "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx provide to the rights of the Dragging Party set forth in Section 2.5(a) Holder, at least ten (10) calendar days prior to the closing of such Transfer. The sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice will set forth Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be so Transferred, sold by the name of Trust to the Proposed Transferee, . The Drag-Along Notice shall be deemed to be given and served on the proposed amount date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15. (b) Notwithstanding Section 2(b) herein and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, subject to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash considerationSection 6(i), the number Holder shall, within five (5) days of Restricted Securities sought and the other terms and conditions receipt of the proposed Transfer. In connection with any such Transfera Drag-Along Notice, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only deliver an Exercise Notice to the same extent such representations and warranties are given by the Dragging Party Company with respect to its Ownership of Common Stock), (ii) agree the Required Exercise Shares provided that the Exercise Date is deemed to pay its pro rata share (based on occur concurrently with the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements consummation of the selling Securityholders that survive transaction which is the closing subject of such the Drag-Along Notice. If the Holder does not deliver the Exercise Notice within the required 5-day period or delivers the Exercise Notice without the appropriate payment in cash for the exercise of the Warrant, or portion thereof, as appropriate, upon consummation of the transaction and do not relate which is the subject of the Drag-Along Notice the Holder will have been deemed to Ownership of Restricted Securities; provided, however that this have delivered a Cashless Exercise Notice to the Company in accordance with Section 2.5(b)(ii2(c) above. The Company's call rights under Section 4(a)(i) shall not apply if, no later than five to the Holder's exercise with respect to the Required Exercise Shares. (5c) calendar days Promptly after receipt of the Drag-Along Notice, the Holder shall deliver to the Trust, to hold in escrow pending closing of the transaction that is the subject of the Drag-Along Notice, stock certificates in its possession (if any) representing its shares of Common Stock to be transferred, properly endorsed for transfer to the Proposed Transferee. (d) The Trust shall, together with the Drag-Along Notice, provide to the Holder a fairness opinion from an independent appraiser or investment bank selected by the Trust regarding the transaction that is the subject of the Drag-Along Notice, provided that there shall be no such requirement if the Trust has obtained such a fairness opinion for itself with respect to the transaction that is the subject of the Drag-Along Notice. (e) The monetary value of any indemnity to be provided by the Holder to the Proposed Transferee under the terms of its sale of Shares in accordance with this Section 6 (which indemnity may also cover operational matters not the subject of the Holder's representations and warranties described in the following sentence) shall be in the same ratio to the monetary value of the indemnity provided by the Trust as the ratio of the relative value of the securities to be sold by each of the Holder and the Trust in any such sale, but in no case shall it exceed the monetary value of the consideration it receives pursuant to the terms of such sale. The Holder's representations and warranties shall be limited to enforceability, the ownership of the Shares to be transferred by such Holder, authority to transfer such Shares, that such Shares are free of liens and encumbrances as of the transfer date and other standard and customary non-operational representations and warranties. (f) If the Company has received a Put Notice from the Holder in accordance with Section 5(c) herein prior to delivery by the Trust to the Holder of a Drag-Along Notice, then the Trust shall not be entitled to exercise its drag-along right pursuant to Section 6(a) herein with respect to such portion of the Warrant that is the subject of such Put Notice, unless the per share sale price in connection with the transaction that is the subject of the Drag-Along Notice is greater than or equal to the Put Fair Value as of the date of delivery of such Drag-Along Notice by the Trust. (g) If upon the Trust's delivery of a Drag-Along Notice to the Holder there is a pending Exercise Date, Put Exercise Date and/or Put Effective Date, then the corresponding Exercise Notice and the 90-day waiting period under the last sentence of Section 2(b) or the corresponding Put Notice and the applicable waiting periods under Sections 5(e) and 5(f)), as the case may be, shall be tolled, as of the date of delivery of the Drag-Along Notice (the "Drag Toll Date") and the Exercise Date, the Put Exercise Date and/or Put Effective Date, as applicable, shall be suspended, and shall only be rescheduled in accordance with Section 6(j)(i) below. The suspended Exercise Date, Put Exercise Date and/or Put Effective Date, as applicable, and the corresponding Exercise Notice or Put Notice, as appropriate, shall be cancelled if the transaction that is the subject of the Drag-Along Notice is consummated within sixty (60) days of the date of delivery of the Drag-Along Notice by the FS EntitiesTrust to the Holder. (h) If the Trust delivers a Drag-Along Notice to the Holder in accordance with Section 6(a) following its delivery of a Tag-Along Notice to the Holder in accordance with Section 7(a), the FS Entities deliver to BLUM a certificate signed then such Tag-Along Notice, and any Participation Notice delivered by the FS Entities cxxxxfying Holder in good faith that they (x) do not desire to Transfer any connection with the Tag-Along Notice, shall be deemed cancelled and of no effect as of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in date of delivery of the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect theretothe Holder, and the Holder shall not be entitled to exercise such tag-along right. (iiii) agree Notwithstanding Section 6(b) above and subject to pay their proportionate share the limitations of Section 2(a) above, after receiving a Drag-Along Notice, the Holder shall be entitled to deliver to the Company an Exercise Notice relating to the portion of the reasonable costs incurred in connection with Warrant that is the subject of a Drag-Along Notice, provided that such Exercise Notice shall only be given effect if the transaction relating to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is terminated or is not consummated within 120 sixty (60) days from of the date of delivery of the Drag-Along NoticeNotice by the Trust, and further provided that no days that have passed from the Dragging Party must deliver another date of delivery to the Company of the Exercise Notice until the date of such termination or expiration, as appropriate, shall be counted for purposes of the waiting period under Section 2(b). (j) If the transaction that is the subject of a Drag-Along Notice delivered by the Trust to the Holder in order to exercise its rights under this accordance with Section 2.5 with respect to such Transfer 6(a) herein (the "Drag Transaction") is terminated or any other Transfer.is not consummated within sixty (60) days of the date of delivery of the Drag-Along Notice by the Trust, then (c) If BLUM approves (i) notwithstanding anything contained herein to the contrary, any mergerExercise Date, consolidationPut Exercise Date and/or Put Effective Date that was/were suspended pursuant to Section 6(g) above shall each be deemed reinstated, axxxxamation but no days that have passed from the Drag Toll Date until the date of termination of the Drag Transaction or other business combination involving the Company date as of which the above noted sixty-day period has elapsed, as appropriate, shall be counted for purposes of the waiting periods under Sections 2(b), 5(e) and 5(f), and the corresponding election to exercise or any put the Warrant, or portion thereof, and the corresponding Exercise Notice or Put Notice, shall be deemed reinstated and effective subject to the rescheduled date of its Subsidiaries or the Exercise Date, the Put Exercise Date and/or Put Effective Date, as appropriate, to reflect the provisions of this Section 6(j)(i); and (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the NonDrag-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwiseAlong Notice shall be deemed voided.

Drag-Along Rights. (a) If BLUM XXXX and/or its Affiliates (in such capacity, xxx the "Dragging -------- Party") agree to Transfer to a Third Party or a group of Third Parties (other ----- than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM XXXX and its Affiliates at the time of such TrxxxxerTransfer, then each of the Non-BLUM XXXX Parties hereby agrees that, if requested xx xhe by the Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM XXXX Party's Restricted Securities as is being Xxxnsferred Transferred by BLUM XXXX and its Affiliates. Each Non-BLUM XXXX Party xxx can be required to sell pursuant to xxxs this Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM XXXX and its Affiliates and (B) the denominatox xx denominator of which is the aggregate number of shares of Common Stock owned by BLUM XXXX and its Affiliates at the time of the Traxxxxr Transfer by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM XXXX Party (including for these purposes all sxxxxs shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Drag-Along ---------- Notice") to each of the Non-BLUM XXXX Parties of any proposed Transfer giving rxxx rise to ------ the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM XXXX Parties may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM XXXX Parties shall be obligated only to (i) maxx xepresentations make representations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however however, that in no event shall -------- ------- any Non-XXXX Party's liabilities exceed the total net proceeds from such Transfer received by such Non-XXXX Party; provided, further that this Section -------- ------- 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM XXXX a certificate signed by the FS Entities cxxxxfying certifying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM XXXX had not otherwise delivered a Drag- Drag-Along Xxxice Notice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM XXXX approves (i) any merger, consolidation, axxxxamation amalgamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM XXXX Parties agrees to vote all ----------- shares of Commxx Xtock Common Stock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Non- XXXX Parties under any rule, regulation, statuxxstatute, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM XXXX and/or its Affiliates (in such capacity, xxx the "Dragging Party") agree to Transfer to a Third Party or a group of Third Parties -------------- (other than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM XXXX and its Affiliates at the time of such TrxxxxerTransfer, then each of the Non-BLUM XXXX Parties hereby agrees that, if requested xx xhe by the Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Non- XXXX Party's Restricted Securities as is being Xxxnsferred Transferred by BLUM XXXX and its Affiliates. Each Non-BLUM XXXX Party xxx can be required to sell pursuant to xxxs this Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM XXXX and its Affiliates and (B) the denominatox xx denominator of which is the aggregate number of shares of Common Stock owned by BLUM XXXX and its Affiliates at the time of the Traxxxxr Transfer by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM XXXX Party (including for these purposes all sxxxxs shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Drag-Along ---------- Notice") to each of the Non-BLUM XXXX Parties of any proposed Transfer giving rxxx rise to ------ the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM XXXX Parties may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM XXXX Parties shall be obligated only to (i) maxx xepresentations make representations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this -------- ------- Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM XXXX a certificate signed by the FS Entities cxxxxfying certifying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM XXXX had not otherwise delivered a Drag- Drag-Along Xxxice Notice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM XXXX approves (i) any merger, consolidation, axxxxamation amalgamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM XXXX Parties agrees to vote all ----------- shares of Commxx Xtock Common Stock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Non- XXXX Parties under any rule, regulation, statuxxstatute, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM and/or its Affiliates (in such capacity, xxx the "Dragging Draggxxx Party") agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM and its Affiliates at the time of such TrxxxxerTransfer, then each thxx xach of the Non-Non- BLUM Parties hereby agrees that, if requested xx xhe Dragging by the Draxxxxg Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-Non- BLUM Party's Restricted Securities as is being Xxxnsferred by Transferrxx xy BLUM and its Affiliates. Each Non-BLUM Party xxx can be required reqxxxxd to sell pursuant to xxxs Section this Sectxxx 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM and its Affiliates and (B) the denominatox denominator of which xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr Transfer by (iixx) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs shares of Common Cxxxxn Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Drag-Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx rise to the rights xxxhts of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-Non- BLUM Parties may reasonably request in order tx xxaluate such non-to evaluate xxxh non- cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations make represexxxxions and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good certifying xx xood faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Drag- Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Drag-Along Xxxice with respect Notice witx xxspect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Drag- Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM approves (i) any merger, consolidation, axxxxamation or amalgamatiox xx other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held Common Stock hxxx by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxxstatute, agreement agreemxxx among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM XXXX and/or its Affiliates (in such capacity, xxx the "Dragging -------- Party") agree to Transfer to a Third Party or a group of Third Parties (other ----- than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM XXXX and its Affiliates at the time of such TrxxxxerTransfer, then each of the Non-BLUM XXXX Parties hereby agrees that, if requested xx xhe by the Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM XXXX Party's Restricted Securities as is being Xxxnsferred Transferred by BLUM XXXX and its Affiliates. Each Non-BLUM XXXX Party xxx can be required to sell pursuant to xxxs this Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM XXXX and its Affiliates and (B) the denominatox xx denominator of which is the aggregate number of shares of Common Stock owned by BLUM XXXX and its Affiliates at the time of the Traxxxxr Transfer by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM XXXX Party (including for these purposes all sxxxxs shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Drag-Along Notice") to ----------------- each of the Non-BLUM XXXX Parties of any proposed Transfer giving rxxx rise to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM XXXX Parties may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM XXXX Parties shall be obligated only to (i) maxx xepresentations make representations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however however, that in no -------- ------- event shall any Non-XXXX Party's liabilities exceed the total net proceeds from such Transfer received by such Non-XXXX Party; provided, further that this -------- ------- Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM XXXX a certificate signed by the FS Entities cxxxxfying certifying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM XXXX had not otherwise delivered a Drag- Drag-Along Xxxice Notice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM XXXX approves (i) any merger, consolidation, axxxxamation amalgamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM XXXX Parties agrees to vote all shares of Commxx Xtock ----------- Common Stock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM XXXX Parties under any rule, regulation, statuxxstatute, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM and/or its Affiliates any Principal or Principals, directly or indirectly, approve or authorize a sale or exchange (in such capacity, xxx the "Dragging PartyCOMPANY SALE") agree to Transfer of more than 80% of the then outstanding capital stock of Weekly Reader or the Company in a bona fide arm's-length transaction to a Third Party third party that is not an Affiliate of any Principal or a group of Third Parties (other than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM and its Affiliates at the time of such TrxxxxerCompany or Weekly Reader (an "INDEPENDENT THIRD PARTY"), then the Principal or Principals (directly or through one or more Affiliates) shall have the right, subject to all the provisions of this Section 4 (the "DRAG-ALONG RIGHT"), to require each of the Non-BLUM Parties hereby agrees thatHolders of Unit Common Stock and Exchange Common Stock to sell, transfer and deliver or cause to be sold, transferred and delivered to such Independent Third Party all Unit Common Stock and Exchange Common Stock owned by them; PROVIDED, HOWEVER, that if requested xx xhe Dragging the Principals agree to sell less than all of their shares to such Independent Third Party, it will Transfer to such Third Party on each of the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx other Holders shall only be required to sell pursuant sell, transfer and deliver to xxxs Section 2.5 that number such Independent Third Party an amount of Restricted Securities Unit Common Stock and Exchange Common Stock equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned amount by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities)Holder's Pro Rata Portion. (b) The Dragging Party will If one or more of the Principals desire to exercise Drag-Along Rights, it shall give written notice to the Holders (the "Drag- Along NoticeDRAG-ALONG NOTICE") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx to Company Sale, setting forth the rights name and address of the Dragging Party set forth in Section 2.5(a) at least ten transferee, the date on which such transaction is proposed to be consummated (10) calendar which shall be not less than 20 days prior to after the date such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferredis given), the name of the Proposed Transferee, and the proposed amount and form of consideration (and if terms and conditions of payment offered by such transferee, including, without limitation, the material terms of any debt or equity securities proposed to be included as part of such consideration, identifying the issuer or issuers thereof. If such consideration consists in part or in whole includes any non-cash consideration, such notice shall also state the fair market value of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash consideration)consideration and shall describe in reasonable detail the method by which such value shall have been determined. (c) The consideration to be received by the Holders of Unit Common Stock and Exchange Common Stock shall be at the same price per share of common stock (net, in the number case of Restricted Securities sought any options, warrants or rights, of any amounts required to be paid by the Holder upon exercise thereof) and upon the other same terms and conditions as such proposed transfer of common stock of the proposed TransferCompany and Weekly Reader by the Principals, adjusted in the case of Exchange Common Stock, for the applicable Exchange Ratio initially used to exchange such stock. In connection with any such Transfer, such Non-BLUM Parties Such consideration shall be obligated only of the same type of consideration received by the Principals. If the securities to (i) maxx xepresentations and warranties (and provide related indemnification) as be purchased in the Company Sale includes securities other than common stock, the price to their respective individual Ownership of Restricted Securities (and then only be paid for such securities to the Holders shall be the same extent such representations and warranties are given price per share or other denomination paid received by the Dragging Party with respect to its Ownership of Common Stock), Principals for such securities purchased from the Principals. (iid) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive On the closing date for a sale pursuant to the exercise of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS EntitiesRights, the FS Entities each Holder shall deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth transferee specified in the Drag-Along Notice for such Company Sale a certificate or certificates representing all of such Holder's Unit Common Stock and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer Exchange Common Stock, or, if BLUM had not otherwise delivered a Drag- Along Xxxice with respect thereto, and (iii) the Principals agree to pay sell less than all of their proportionate share shares in such Company Sale, a certificate or certificates representing an amount of Unit Common Stock and Exchange Common Stock equal to the product obtained by multiplying the amount by such Holder's Pro Rata Portion, together with appropriate instruments of transfer duly endorsed in blank, against payment by such transferee of the reasonable costs incurred total purchase price for such shares as set forth in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. clause (c) If BLUM approves (i) any merger, consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwiseimmediately above.

Drag-Along Rights. (a) If BLUM and/or So long as this Agreement remains in effect, if WMC Holding or its Affiliates stockholders receives an offer from a Person other than an Affiliate of WMC Holding (in such capacity, xxx a "Dragging Third Party") agree to Transfer to a Third Party or a group of Third Parties purchase (other than in a Public Offering) either (i) at least a majority of the shares of Common Stock beneficially owned then outstanding or (ii) at least a majority of the shares of WMC Holding Common Stock then outstanding, and, in either case, such offer is accepted by BLUM and WMC Holding or its Affiliates at the time of such Trxxxxerstockholders, then each of the Non-BLUM Parties Glenayre and its Permitted Transferees hereby agrees that, if requested xx xhe Dragging Partyby WMC Holding, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, including time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging PartyWMC Holding or its stockholders, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock equal to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at it multiplied by the time percentage of the Traxxxxr by (ii) the aggregate number of then outstanding shares of Common Stock owned by such Non-BLUM to which the Third Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities)offer is applicable. (b) The Dragging Party WMC Holding will give notice (the "Drag- Drag-Along Notice") to each of the Non-BLUM Parties Glenayre and its Permitted Transferees of any proposed Transfer giving rxxx rise to the rights of the Dragging Party WMC Holding set forth in Section 2.5(a) at least ten (10) calendar days prior as soon as practicable following WMC Holding's or its stockholders' acceptance of the offer referred to such Transferin Section 2.5(a). The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name and address of the Proposed TransfereeThird Party, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party WMC Holding will provide such information, to the extent reasonably available to the Dragging PartyWMC Holding, relating to such consideration as the Non-BLUM Parties Glenayre and its Permitted Transferees may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities shares of Common Stock sought and the other terms and conditions of the proposed Transfer. In connection with offer; provided that none of Glenayre or any such Transfer, such Non-BLUM Parties Permitted Transferee shall be obligated only to accept pursuant to this Section 2.5 any consideration other than cash, cash equivalents, marketable securities, securities with registration rights similar to those contemplated in Section 3.1 or securities which may be Transferred pursuant to Rule 144 or 145 (ior any successor rules) maxx xepresentations under the Securities Act. WMC Holding will endeavor to notify Glenayre and warranties its Permitted Transferees at least 20 days (and provide related indemnificationin any event shall notify Glenayre and its Permitted Transferees at least 10 Business Days) as to their respective individual Ownership in advance of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM entering into a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto definitive agreement in connection with such proposed Transfer if BLUM had offer. In any such agreement, Glenayre and its Permitted Transferees will be required (i) to make or agree to the same representations, warranties and indemnities as WMC Holding so long as they are made severally and not otherwise delivered a Drag- Along Xxxice jointly (provided that Glenayre and its Permitted Transferees will not be required to make representations, warranties or covenants or provide indemnification with respect theretoto any matter other than their respective ownership of the shares of Common Stock to be Transferred, their respective ability to Transfer such shares free and clear of all encumbrances and their respective authority and due authorization to Transfer such shares), and (iiiii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction WMC Holding Sale to the extent not paid or reimbursed by the Company or the Proposed TransfereeTransferee or Third Party. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 90 days from the date of the Drag-Along Notice, the Dragging Party WMC Holding must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM approves (i) any merger, consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM XXXX and/or its Affiliates (in such capacity, xxx the "Dragging Party") agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM XXXX and its Affiliates at the time of such TrxxxxerTransfer, then each of the Non-BLUM XXXX Parties hereby agrees that, if requested xx xhe by the Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM XXXX Party's Restricted Securities as is being Xxxnsferred Transferred by BLUM XXXX and its Affiliates. Each Non-BLUM XXXX Party xxx can be required to sell pursuant to xxxs this Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM XXXX and its Affiliates and (B) the denominatox xx denominator of which is the aggregate number of shares of Common Stock owned by BLUM XXXX and its Affiliates at the time of the Traxxxxr Transfer by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM XXXX Party (including for these purposes all sxxxxs shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Drag-Along Notice") to each of the Non-BLUM XXXX Parties of any proposed Transfer giving rxxx rise to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM XXXX Parties may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM XXXX Parties shall be obligated only to (i) maxx xepresentations make representations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however however, that in no event shall any Non-XXXX Party's liabilities exceed the total net proceeds from such Transfer received by such Non-XXXX Party; provided, further that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM XXXX a certificate signed by the FS Entities cxxxxfying certifying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM XXXX had not otherwise delivered a Drag- Drag-Along Xxxice Notice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM XXXX approves (i) any merger, consolidation, axxxxamation amalgamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM XXXX Parties agrees to vote all shares of Commxx Xtock Common Stock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM XXXX Parties under any rule, regulation, statuxxstatute, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM and/or its Affiliates Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (in such capacity, xxx "Dragging Party"75%) agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority more of the shares of Common Stock beneficially owned by BLUM and its Affiliates at it then holds (the time "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying related transactions for either (i) cash or unrestricted marketable securities that are traded on a fractionU.S. stock exchange, over the counter or on a bulletin board, or (Aii) any consideration so long as the numerator third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of which more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the aggregate number "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx provide to the rights of the Dragging Party set forth in Section 2.5(a) Holder, at least ten (10) calendar days prior to the closing of such Transfer. The sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice will set forth Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be so Transferred, sold by the name of Trust to the Proposed Transferee, . The Drag-Along Notice shall be deemed to be given and served on the proposed amount date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15. (b) Notwithstanding Section 2(b) herein and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, subject to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash considerationSection 6(i), the number Holder shall, within five (5) days of Restricted Securities sought and the other terms and conditions receipt of the proposed Transfer. In connection with any such Transfera Drag-Along Notice, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only deliver an Exercise Notice to the same extent such representations and warranties are given by the Dragging Party Company with respect to its Ownership of Common Stock), (ii) agree the Required Exercise Shares provided that the Exercise Date is deemed to pay its pro rata share (based on occur concurrently with the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements consummation of the selling Securityholders that survive transaction which is the closing subject of such the Drag-Along Notice. If the Holder does not deliver the Exercise Notice within the required 5-day period or delivers the Exercise Notice without the appropriate payment in cash for the exercise of the Warrant, or portion thereof, as appropriate, upon consummation of the transaction and do not relate which is the subject of the Drag-Along Notice the Holder will have been deemed to Ownership of Restricted Securities; provided, however that this have delivered a Cashless Exercise Notice to the Company in accordance with Section 2.5(b)(ii2(c) above. The Company's call rights under Section 4(a)(i) shall not apply if, no later than five to the Holder's exercise with respect to the Required Exercise Shares. (5c) calendar days Promptly after receipt of the Drag-Along Notice, the Holder shall deliver to the Trust, to hold in escrow pending closing of the transaction that is the subject of the Drag-Along Notice, stock certificates in its possession (if any) representing its shares of Common Stock to be transferred, properly endorsed for transfer to the Proposed Transferee. (d) The Trust shall, together with the Drag-Along Notice, provide to the Holder a fairness opinion from an independent appraiser or investment bank selected by the Trust (reasonably satisfactory to the Required Holders) regarding the transaction that is the subject of the Drag-Along Notice, provided that there shall be no such requirement if the Trust has obtained such a fairness opinion for itself with respect to the transaction that is the subject of the Drag-Along Notice. (e) The monetary value of any indemnity to be provided by the Holder to the Proposed Transferee under the terms of its sale of Shares in accordance with this Section 6 (which indemnity may also cover operational matters not the subject of the Holder's representations and warranties described in the following sentence) shall be in the same ratio to the monetary value of the indemnity provided by the Trust as the ratio of the relative value of the securities to be sold by each of the Holder and the Trust in any such sale, but in no case shall it exceed the monetary value of the consideration it receives pursuant to the terms of such sale. The Holder's representations and warranties shall be limited to enforceability, the ownership of the Shares to be transferred by such Holder, authority to transfer such Shares, that such Shares are free of liens and encumbrances as of the transfer date and other standard and customary non-operational representations and warranties. (f) If the Company has received a Put Notice from the Holder in accordance with Section 5(c) herein prior to delivery by the Trust to the Holder of a Drag-Along Notice, then the Trust shall not be entitled to exercise its drag-along right pursuant to Section 6(a) herein with respect to such portion of the Warrant that is the subject of such Put Notice, unless the per share sale price in connection with the transaction that is the subject of the Drag-Along Notice is greater than or equal to the Put Fair Value as of the date of delivery of such Drag-Along Notice by the Trust. (g) If upon the Trust's delivery of a Drag-Along Notice to the Holder there is a pending Exercise Date and/or Put Effective Date, then the corresponding Exercise Notice and the 90-day waiting period under the last sentence of Section 2(b) and/or the corresponding Put Notice and the 90-day waiting period under Sections 5(d)), as the case may be, shall be tolled, as of the date of delivery of the Drag-Along Notice (the "Drag Toll Date"), even if any such waiting period has not yet begun to run as of the date of the delivery of the Drag-Along Notice, and the Exercise Date and/or Put Effective Date, as applicable, shall be suspended, and shall only be rescheduled in accordance with Section 6(j)(i) below. The suspended Exercise Date and/or Put Effective Date, as applicable, and the corresponding Exercise Notice and/or Put Notice, as appropriate, shall be cancelled if the transaction that is the subject of the Drag-Along Notice is consummated within sixty (60) days of the date of delivery of the Drag-Along Notice by the FS EntitiesTrust to the Holder. (h) If the Trust delivers a Drag-Along Notice to the Holder in accordance with Section 6(a) following its delivery of a Tag-Along Notice to the Holder in accordance with Section 7(a), the FS Entities deliver to BLUM a certificate signed then such Tag-Along Notice, and any Participation Notice delivered by the FS Entities cxxxxfying Holder in good faith that they (x) do not desire to Transfer any connection with the Tag-Along Notice, shall be deemed cancelled and of no effect as of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in date of delivery of the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect theretothe Holder, and the Holder shall not be entitled to exercise such tag-along right. (iiii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction Notwithstanding Section 6(b) above and subject to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the limitations of Section 2(a) above, after receiving a Drag-Along Notice, the Holder shall be entitled to deliver to the Company an Exercise Notice relating to the portion of the Warrant that is not consummated within 120 days from the date subject of the Drag-Along Notice, provided that such Exercise Notice shall only be given effect if the Dragging Party must deliver another transaction relating to the Drag-Along Notice is terminated or is not consummated within sixty (60) days of the date of delivery of the Drag-Along Notice by the Trust, and further provided that no days that have passed from the date of delivery to the Company of the Exercise Notice until the date of such termination or expiration, as appropriate, (the "Drag Expiry Date"), shall be counted for purposes of the waiting period under Section 2(b). (j) If the transaction that is the subject of a Drag-Along Notice delivered by the Trust to the Holder in order accordance with Section 6(a) herein (the "Drag Transaction") is terminated or is not consummated within sixty (60) days of the date of delivery of the Drag-Along Notice by the Trust, then (i) notwithstanding anything contained herein to exercise its rights under this the contrary, any Exercise Date and/or Put Effective Date that was/were suspended pursuant to Section 2.5 6(g) above shall each be deemed reinstated and rescheduled, subject to the following provisions: (1) with respect to such Transfer an Exercise Date, no days that have passed from the Drag Toll Date until the Drag Expiry Date shall be counted for purposes of the waiting period under Section 2(b), and the corresponding election to exercise the Warrant, or any other Transferportion thereof, and the corresponding Exercise Notice, shall be deemed reinstated and effective subject to the rescheduled date of the Exercise Date, to reflect the provisions of this Section 6(j)(i)(1); and (2) with respect to a Put Effective Date, the Put Effective Date shall be delayed by adding the number of days that is equal to the number of days that have passed from the Drag Toll Date until the Drag Expiry Date to the 90-day waiting period under Section 5(d), and the corresponding election to put the Warrant, or portion thereof, and the corresponding Put Notice, shall be deemed reinstated and effective subject to the rescheduled date of the Put Effective Date, to reflect the provisions of this Section 6(j)(i)(2). (c) If BLUM approves (i) any merger, consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the NonDrag-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwiseAlong Notice shall be deemed voided.

Drag-Along Rights. (a) If BLUM and/or its Affiliates Blackstone receives an offer from a Person other than an Affiliate thereof (in such capacity, xxx a "Dragging Third Party") agree to purchase any shares of Common Stock then owned by Blackstone and such offer is accepted by Blackstone, then, at the election of Blackstone, each of the Other Stockholders hereby agrees that it will Transfer all (or if less than 100% of the aggregate shares owned by Blackstone are subject to a Third Party or a group of Third Parties (other than in a Public Offeringsuch Transfer, the percentage subject to such Transfer) a majority of the shares of Common Stock beneficially owned by BLUM and its Affiliates at the time of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on the terms of the offer so accepted by Blackstone, including the same terms and conditions (includingper share consideration. In connection with any such election, without limitation, time each of payment and form of consideration, but subject the Other Stockholders must agree to Section 2.5(b)) as to be paid and given make to the Dragging Party, transferee the same portion (representations, warranties, covenants, indemnities and agreements as determined by Blackstone agrees to make in connection with the immediately succeeding sentence) proposed Transfer of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to of Blackstone; provided, further, that all representations and warranties shall be Transferred made by BLUM Blackstone, Chase and its Affiliates Permitted Transferees and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM Bain and its Affiliates at Permitted Transferees severally and not jointly. In the time of event that both Sections 2.5 and 2.6 apply to a single transaction, the Traxxxxr "drag-along" rights set forth in this Section 2.6 shall have priority over the "tag-along" rights set forth in Section 2.5 above, and the "tag-along" rights set forth in Section 2.5 shall not become exercisable by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities)any Stockholder unless Blackstone shall have determined not to exercise its rights under this Section 2.6. (b) The Dragging Party will If it elects to exercise its rights under Section 2.6(a), Blackstone shall give notice (the "Drag- Drag-Along Notice") to each of the Non-BLUM Parties Chase and its Permitted Transferees and to Bain and its Permitted Transferees of any proposed Transfer giving rxxx rise to the rights of the Dragging Party such Transferring Stockholder set forth in Section 2.5(a2.6(a) at least ten (10) calendar days prior as soon as practicable following the acceptance of the offer referred to such Transferin Section 2.6(a). The Drag-Along Notice will shall set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transfereeproposed transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transfereeoffer. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 180 days from the date of the Drag-Along Notice, the Dragging Party Transferring Stockholder must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 2.6 with respect to such Transfer or any other Transfer. (c) If BLUM approves Blackstone exercises its rights under Section 2.6(a), each Other Stockholder shall (i) prior to the closing of any mergersuch Transfer, consolidation, axxxxamation execute and deliver any purchase agreement or other business combination involving documentation required by the Company or any proposed transferee to consummate the sale (including all legal opinions, cross-receipts and certificates), which purchase agreement and other documentation shall contain terms described in the second sentence of its Subsidiaries or Section 2.6(b) and (ii) at the closing of any such Transfer, deliver to the proposed transferee the certificate or certificates representing the shares of Common Stock to be sold pursuant to such sale by such Stockholder, duly endorsed for transfer, against receipt of the purchase price thereof. The closing of the purchase of the Common Stock with respect to which such rights have been exercised shall take place concurrently with the closing of the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwiseBlackstone's Common Stock.

Drag-Along Rights. (a) If BLUM and/or its Affiliates In the event that at any time (in such capacity, xxx "Dragging Party"i) agree the LLC proposes to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority of the sell shares of Common Stock beneficially owned by BLUM and it to any Proposed Purchaser, other than any Transfer (1) pursuant to a Registration or Rule 144, (2) to an Affiliate, or (3) to a Management Shareholder who is a member of the LLC in connection with a distribution to such member or (ii) the Xxxxx Members (1) propose to transfer LLC Units such that the Xxxxx Members would have drag along rights under Section 13.10(b) of the LLC Agreement with respect to any Units held by any Management Shareholder (in its Affiliates at capacity as a Management Member under the time of such TrxxxxerLLC Agreement) or (2) desires to effect an Exit Event (as defined in the LLC Agreement), then the LLC may provide each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on the same terms and conditions Xxxxx Shareholder written notice (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentencea “Drag-Along Notice”) of such Proposed Sale and the Material Terms thereof not less than 25 business days prior to the proposed closing date of the Proposed Sale and each such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required Xxxxx Shareholder hereby agrees to sell pursuant to xxxs Section 2.5 such Proposed Purchaser that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx equal to the rights product of the Dragging Party set forth in Section 2.5(a(i) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock then held, or acquirable by such Non-Xxxxx Shareholder pursuant to the exercise of Exchange Options or of options (to the extent exercisable, including as a result of the Proposed Sale) granted to a Management Shareholder under any Option Plan multiplied by (ii) the aggregate percentage of the Common Stock held by the LLC that is represented by the Common Stock that the LLC proposes to sell in the Proposed Sale (or, in the case of a sale of LLC Units by the Xxxxx Members, or an Exit Event, the aggregate percentage of LLC Units owned by Xxxxx that is represented by the Units that the Kelso Members propose to sell in the Proposed Sale). (b) Shares of Common Stock subject to a Drag-Along Notice (including any shares of Common Stock acquired pursuant to the exercise of options that are subject to such Drag-Along Notice) will be included in the Proposed Sale pursuant hereto and to any agreement with the Proposed Purchaser relating thereto, on the same terms and subject to the same conditions applicable to the shares of Common Stock which the LLC proposes to sell (or LLC Units which the Xxxxx Members propose to sell) in the Proposed Sale. Such terms and conditions shall include, without limitation, (i) the sale consideration (which shall be reduced by the fees and expenses incurred by the LLC and the Company (or the Xxxxx Members and the other members of the LLC, as applicable) in connection with the Proposed Sale); provided, that in the case of sale of LLC Units by the Xxxxx Members, the sale consideration shall be the implied per share consideration with respect to shares underlying the LLC Units proposed to be so Transferredsold, and (ii) the name provision of information, representations, warranties, covenants and requisite indemnifications; provided, however, that (x) any representations and warranties relating specifically to any Shareholder shall only be made by that Shareholder, (y) any indemnification provided by the Proposed Transferee, the proposed amount and form of consideration Shareholders (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, in respect of representations and warranties relating to such consideration as Shareholder’s title to or ownership of its or his Common Stock being sold by such Shareholder in the Non-BLUM Parties may reasonably request in order tx xxaluate Proposed Sale and such non-cash consideration)holder’s authority, the number of Restricted Securities sought power and the right to enter into and consummate such transaction without violating any other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Parties agreement or legal requirement) shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred of Common Stock being sold by each stockholder Shareholder in the Proposed Sale (including any shares of Common Stock acquired pursuant to the exercise of options), either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the Proposed Purchaser (it being understood and agreed that the Shareholders’ contributions to such escrow shall be on a pro-rata basis in accordance with the number of shares of Common Stock (including shares acquired pursuant to the exercise of options) being sold by each Shareholder in such transactionProposed Sale), it being understood and agreed that any such indemnification obligation of a Shareholder shall in no event exceed the net proceeds of such Shareholder from such Proposed Sale, and (z) if the Non-Xxxxx Shareholders holding a majority of the Shares held by all of the Non-Xxxxx Shareholders consent, the form of consideration to be received by the LLC (or the Xxxxx Members and its Affiliates or any other members of the LLC, as applicable) in connection with the Proposed Sale may be different from that received by the Non-Xxxxx Shareholders (including, but not limited to, non-cash consideration) so long as the per share value of the consideration to be received by the LLC (or implied per share consideration by the Kelso Members and its Affiliates, as applicable) is the same or less than that to be received by the Non-Xxxxx Shareholders (as determined by the Board in good faith). No Non-Xxxxx Shareholders shall exercise any dissenter’s rights with respect to the consummation of any liability arising out such Proposed Sale pursuant to this Section 6.2. (c) Each Non-Xxxxx Shareholder will, if requested by the LLC, execute and deliver a Custody Agreement and Power of any representationsAttorney in form and substance satisfactory to the LLC with respect to the shares of Common Stock which are to be included in the Proposed Sale pursuant to this Section 6.2. The Custody Agreement and Power of Attorney will provide, warrantiesamong other things, covenants that each such Non-Xxxxx Shareholder will deliver to and deposit in custody with the LLC, named as the custodian and attorney-in-fact therein, a certificate or agreements certificates representing such shares of Common Stock (duly endorsed in blank by the selling Securityholders that survive registered owner or owners thereof or accompanied by duly endorsed stock powers in blank) and irrevocably appoint the closing LLC as such Non-Xxxxx Shareholder’s agent and attorney-in-fact with full power and attorney to act under a custody agreement and power of attorney on behalf of such transaction Non-Xxxxx Shareholder with respect to the matters specified therein. (d) Each Non-Xxxxx Shareholder agrees that he or she will execute such other agreements as the LLC (or the Xxxxx Members, as applicable) may reasonably request in connection with the consummation of a Proposed Sale and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and the transactions contemplated thereby, including, without limitation, any purchase, merger or recapitalization agreement, escrow agreement or other ancillary agreements, proxies, written consents in lieu of meetings or waivers of appraisal rights. (ye) would not exercise their rights Each Non-Xxxxx Shareholder holding shares of Common Stock that are acquirable pursuant to Section 2.4 hereto the exercise of Exchange Options or any other options granted under any Option Plan and that are to be included in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect thereto, and (iii) agree Proposed Sale pursuant to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the a Drag-Along Notice is not consummated within 120 days from agrees to provide to the date LLC, upon delivery of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order an irrevocable commitment to exercise its rights under this Section 2.5 with respect such Exchange Options or, if exercisable (including as a result of the Proposed Sale), such other options, subject only to closing of such Transfer or any other TransferProposed Sale. (cf) If BLUM approves Notwithstanding anything to the contrary, if in any Proposed Sale of LLC Units, the Kelso Members are informed that the Proposed Purchaser in good faith desires to proceed with such sale with the inclusion of additional shares of Common Stock held by any Non-Xxxxx Shareholder (i) including any mergershares exercisable upon the exercise of options), consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale in lieu of all or a portion of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock LLC Units held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any ruleXxxxx Shareholder which would be includable therein by virtue of the Xxxxx Members’ drag along rights pursuant the LLC Agreement, regulationthen in the discretion of the Xxxxx Members each Non-Xxxxx Shareholder agrees to sell in the Proposed Sale, statuxxin lieu of selling all or a portion of LLC Units (and in addition to shares of Common Stock agreed to be sold pursuant to Section 6.2(a)), agreement among such number of additional shares of Common Stock (including shares exercisable upon the stockholders, exercise of options) equaling the Certificate number of Incorporation, shares of Common Stock beneficially deemed to be owned by virtue of such Non-Xxxxx Shareholder’s ownership of LLC Units that would otherwise be includable in the Bylaws or otherwiseProposed Sale.

Drag-Along Rights. (a) If BLUM and/or its Affiliates Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (in such capacity, xxx "Dragging Party"75%) agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority more of the shares of Common Stock beneficially owned by BLUM and its Affiliates at it then holds (the time “Drag Sale Shares”) to a bona fide unaffiliated third party or parties on an arm’s length basis in a single transaction or a series of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying related transactions for either (i) cash or unrestricted marketable securities that are traded on a fractionU.S. stock exchange, over the counter or on a bulletin board, or (Aii) any consideration so long as the numerator third party or parties that have proposed to purchase the Drag Sale Shares shall not become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of which more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the aggregate number “beneficial owner”, directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx provide to the rights of the Dragging Party set forth in Section 2.5(a) Holder, at least ten (10) calendar days prior to the closing of such Transfer. The sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the “Proposed Transferee”), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the “Required Exercise Shares”), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein (“Drag-Along Notice will set forth Notice”), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: (A + B) x C D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be so Transferred, sold by the name of Trust to the Proposed Transferee, . The Drag-Along Notice shall be deemed to be given and served on the proposed amount date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15. (b) Notwithstanding Section 2(b) herein and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, subject to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash considerationSection 6(i), the number Holder shall, within five (5) days of Restricted Securities sought and the other terms and conditions receipt of the proposed Transfer. In connection with any such Transfera Drag-Along Notice, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only deliver an Exercise Notice to the same extent such representations and warranties are given by the Dragging Party Company with respect to its Ownership of Common Stock), (ii) agree the Required Exercise Shares provided that the Exercise Date is deemed to pay its pro rata share (based on occur concurrently with the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements consummation of the selling Securityholders that survive transaction which is the closing subject of such the Drag-Along Notice. If the Holder does not deliver the Exercise Notice within the required 5-day period or delivers the Exercise Notice without the appropriate payment in cash for the exercise of the Warrant, or portion thereof, as appropriate, upon consummation of the transaction and do not relate which is the subject of the Drag-Along Notice the Holder will have been deemed to Ownership of Restricted Securities; provided, however that this have delivered a Cashless Exercise Notice to the Company in accordance with Section 2.5(b)(ii2(c) above. The Company’s call rights under Section 4(a)(i) shall not apply if, no later than five to the Holder’s exercise with respect to the Required Exercise Shares. (5c) calendar days Promptly after receipt of the Drag-Along Notice, the Holder shall deliver to the Trust, to hold in escrow pending closing of the transaction that is the subject of the Drag-Along Notice, stock certificates in its possession (if any) representing its shares of Common Stock to be transferred, properly endorsed for transfer to the Proposed Transferee. (d) The Trust shall, together with the Drag-Along Notice, provide to the Holder a fairness opinion from an independent appraiser or investment bank selected by the Trust (reasonably satisfactory to the Required Holders) regarding the transaction that is the subject of the Drag-Along Notice, provided that there shall be no such requirement if the Trust has obtained such a fairness opinion for itself with respect to the transaction that is the subject of the Drag-Along Notice. (e) The monetary value of any indemnity to be provided by the Holder to the Proposed Transferee under the terms of its sale of Shares in accordance with this Section 6 (which indemnity may also cover operational matters not the subject of the Holder’s representations and warranties described in the following sentence) shall be in the same ratio to the monetary value of the indemnity provided by the Trust as the ratio of the relative value of the securities to be sold by each of the Holder and the Trust in any such sale, but in no case shall it exceed the monetary value of the consideration it receives pursuant to the terms of such sale. The Holder’s representations and warranties shall be limited to enforceability, the ownership of the Shares to be transferred by such Holder, authority to transfer such Shares, that such Shares are free of liens and encumbrances as of the transfer date and other standard and customary non-operational representations and warranties. (f) If the Company has received a Put Notice from the Holder in accordance with Section 5(c) herein prior to delivery by the Trust to the Holder of a Drag-Along Notice, then the Trust shall not be entitled to exercise its drag-along right pursuant to Section 6(a) herein with respect to such portion of the Warrant that is the subject of such Put Notice, unless the per share sale price in connection with the transaction that is the subject of the Drag-Along Notice is greater than or equal to the Put Fair Value as of the date of delivery of such Drag-Along Notice by the Trust. (g) If upon the Trust’s delivery of a Drag-Along Notice to the Holder there is a pending Exercise Date and/or Put Effective Date, then the corresponding Exercise Notice and the 90-day waiting period under the last sentence of Section 2(b) and/or the corresponding Put Notice and the 90-day waiting period under Section 5(d)), as the case may be, shall be tolled, as of the date of delivery of the Drag-Along Notice (the “Drag Toll Date”), even if any such waiting period has not yet begun to run as of the date of the delivery of the Drag-Along Notice, and the Exercise Date and/or Put Effective Date, as applicable, shall be suspended, and shall only be rescheduled in accordance with Section 6(j)(i) below. The suspended Exercise Date and/or Put Effective Date, as applicable, and the corresponding Exercise Notice and/or Put Notice, as appropriate, shall be cancelled if the transaction that is the subject of the Drag-Along Notice is consummated within sixty (60) days of the date of delivery of the Drag-Along Notice by the FS EntitiesTrust to the Holder. (h) If the Trust delivers a Drag-Along Notice to the Holder in accordance with Section 6(a) following its delivery of a Tag-Along Notice to the Holder in accordance with Section 7(a), the FS Entities deliver to BLUM a certificate signed then such Tag-Along Notice, and any Participation Notice delivered by the FS Entities cxxxxfying Holder in good faith that they (x) do not desire to Transfer any connection with the Tag-Along Notice, shall be deemed cancelled and of no effect as of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in date of delivery of the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect theretothe Holder, and the Holder shall not be entitled to exercise such tag-along right. (iiii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction Notwithstanding Section 6(b) above and subject to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the limitations of Section 2(a) above, after receiving a Drag-Along Notice, the Holder shall be entitled to deliver to the Company an Exercise Notice relating to the portion of the Warrant that is not consummated within 120 days from the date subject of the Drag-Along Notice, provided that such Exercise Notice shall only be given effect if the Dragging Party must deliver another transaction relating to the Drag-Along Notice is terminated or is not consummated within sixty (60) days of the date of delivery of the Drag-Along Notice by the Trust, and further provided that no days that have passed from the date of delivery to the Company of the Exercise Notice until the date of such termination or expiration, as appropriate (the “Drag Expiry Date”), shall be counted for purposes of the waiting period under Section 2(b). (j) If the transaction that is the subject of a Drag-Along Notice delivered by the Trust to the Holder in order accordance with Section 6(a) herein (the “Drag Transaction”) is terminated or is not consummated within sixty (60) days of the date of delivery of the Drag-Along Notice by the Trust, then (i) notwithstanding anything contained herein to exercise its rights under this the contrary, any Exercise Date and/or Put Effective Date that was/were suspended pursuant to Section 2.5 6(g) above shall each be deemed reinstated and rescheduled, subject to the following provisions: (1) with respect to such Transfer an Exercise Date, no days that have passed from the Drag Toll Date until the Drag Expiry Date shall be counted for purposes of the waiting period under Section 2(b), and the corresponding election to exercise the Warrant, or any other Transferportion thereof, and the corresponding Exercise Notice, shall be deemed reinstated and effective subject to the rescheduled date of the Exercise Date, to reflect the provisions of this Section 6(j)(i)(1); and (2) with respect to a Put Effective Date, the Put Effective Date shall be delayed by adding the number of days that is equal to the number of days that have passed from the Drag Toll Date until the Drag Expiry Date to the 90-day waiting period under Section 5(d), and the corresponding election to put the Warrant, or portion thereof, and the corresponding Put Notice, shall be deemed reinstated and effective subject to the rescheduled date of the Put Effective Date, to reflect the provisions of this Section 6(j)(i)(2). (c) If BLUM approves (i) any merger, consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the NonDrag-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwiseAlong Notice shall be deemed voided.

Drag-Along Rights. (a) If BLUM and/or xxx/or its Affiliates (in such capacity, xxx the "Dragging Party") agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM and xxx its Affiliates at the time of such TrxxxxerTransfer, then each of the Non-BLUM Parties Xxxties hereby agrees that, if requested xx xhe by the Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM PartyXxxty's Restricted Securities as is being Xxxnsferred Transferred by BLUM and xxx its Affiliates. Each Non-BLUM Party xxx Xxxty can be required to sell pursuant to xxxs this Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM and xxx its Affiliates and (B) the denominatox xx denominator of which is the aggregate number of shares of Common Stock owned by BLUM and xxx its Affiliates at the time of the Traxxxxr Transfer by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party Xxxty (including for these purposes all sxxxxs shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) . The Dragging Party will give notice (the "Drag- Drag-Along Notice") to each of the Non-BLUM Parties Xxxties of any proposed Transfer giving rxxx rise to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties Xxxties may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Parties Xxxties shall be obligated only to (i) maxx xepresentations make representations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however however, that in no event shall any Non-BLUM Xxxty's liabilities exceed the total net proceeds from such Transfer received by such Non-BLUM Xxxty; provided, further that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate x xertificate signed by the FS Entities cxxxxfying certifying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had xxx not otherwise delivered a Drag- Drag-Along Xxxice Notice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) . If BLUM approves xxxroves (i) any merger, consolidation, axxxxamation amalgamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties Xxxties agrees to vote all shares of Commxx Xtock Common Stock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties Xxxties under any rule, regulation, statuxxstatute, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM and/or So long as this Agreement remains in effect and the Blackstone Investors and their Affiliates collectively own, directly and indirectly on a fully diluted basis, at least 31% of the Common Stock, if any of the Blackstone Investors receives a bona fide offer from a Person other than a Blackstone Investor or any of its Affiliates (a "Third Party") to purchase in an arms'-length transaction all, but not less than all, of the outstanding shares of Common Stock owned by the Equityholders (including for such purpose all shares of Common Stock obtainable upon (i) the exercise of then-exercisable options, warrants or other rights to acquire Common Stock (which will be exercised in connection therewith), (ii) the conversion of other then-convertible securities of the Company (including without limitation shares of Series C Preferred Stock) which are convertible into Common Stock (which will be converted in connection therewith, provided that such securities will not be required to be converted into Common Stock (and this Section 3.6 nevertheless will apply with respect to all other Common Stock owned by the holder of such convertible securities and all Common Stock owned by the other Equityholders) if the price per share of Common Stock to be paid by the Third Party is less than the price per share of Common Stock at which such convertible securities are then convertible into Common Stock), and (iii) the occurrence of a USX Exchange Event and Kobe Exchange Event (and a USX Exchange Event and Kobe Exchange Event will be effected in connection therewith if not previously effected), and such offer is accepted by such Blackstone Investor (in such capacity, xxx a "Dragging PartyStockholder") agree to ), then each Equityholder hereby agrees that it will Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority of upon written request by the Blackstone Investors all shares of Common Stock beneficially owned Beneficially Owned by BLUM and its Affiliates at the time of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on the economic terms of the offer so accepted by such Blackstone Investor, including the same terms and conditions economic consideration per share of Common Stock (including, without limitation, time of payment and subject to the following proviso with respect to the form of such consideration) (and each Equityholder will exercise any then-exercisable options, but subject warrants or other rights to Section 2.5(b)) as to be paid acquire or obtain Common Stock and given to convert any then-convertible securities of the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of Company into shares of Common Stock to be Transferred as described above in this sentence, and the USX Investors and Kobe Investors will exchange any RTI Holdings Common Units then held by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of them for shares of Common Stock owned pursuant to Section 4.1 hereof, in each case upon such written request by BLUM and its Affiliates at the time Blackstone Investors); provided, however, that, unless they may otherwise agree, subject to the following two provisos, none of the Traxxxxr by (ii) the aggregate number of USX Investors, Kobe Investors, Veritas Investors, Sumitomo Investors, FirstEnergy Investors, Triumph Investors, First Union Investors or TCW Investors will be required to Transfer any shares of Common Stock owned by pursuant to this Section 3.6(a) unless such NonTransfer results in an all-BLUM Party (including for these purposes cash payment to such investor with respect to all sxxxxs of its shares of Common Stock issuable upon exercise(with such cash payment in each case to be made by the Third Party or, exchange if the consideration offered by the Third Party does not consist entirely of cash, by one or conversion more other Persons designated by the Blackstone Investors), provided that such payment is on the same economic terms offered to the majority Stockholders of the Company, including the same price per share of Common Stock; and provided, further, that if the Dragging Stockholder is to receive economic consideration other Equity Securitiesthan cash for its shares of Common Stock (in whole or in part), the (A) if USX, Kobe, Veritas, Sumitomo, FirstEnergy, Triumph, TCI-II, First Union, TCWLIT, TCWLITII, TCWSOFII, SOFIIB, SOFIII and the Dragging Stockholder can agree on a single Valuer to act as appraiser within five (5) Business Days after the end of such ten (10) Business Day period, such Valuer promptly shall determine the fair market value of such non-cash economic consideration (and the Dragging Stockholder, USX Investors, Kobe Investors, Veritas Investors, Sumitomo Investors, FirstEnergy Investors, Triumph Investors, First Union Investors and TCW Investors together will equally bear the costs of such Valuer), or (B) if USX, Kobe, Veritas, Sumitomo, FirstEnergy, Triumph, TCI-II, First Union, TCWLIT, TCWLITII, TCWSOFII, SOFIIB, SOFIII and the Dragging Stockholder cannot agree on a single Valuer within five (5) Business Days after the end of such ten (10) Business Day period, within two (2) Business Days thereafter the Dragging Stockholder shall select a Valuer and USX, Kobe, Veritas, Sumitomo, FirstEnergy, Triumph, TCI-II, First Union, TCWLIT, TCWLITII, TCWSOFII, SOFIIB and SOFIII together shall select a second Valuer, each of which promptly shall determine the fair market value of such non-cash economic consideration, and (I) if the valuations of such two Valuers differ by an amount which is twenty percent or less of the higher valuation, the fair market value of such non-cash economic consideration shall be calculated by averaging the valuations of such two Valuers (and the Dragging Stockholder will bear the costs of the Valuer it selects and the USX Investors, Kobe Investors, Veritas Investors, Sumitomo Investors, FirstEnergy Investors, Triumph Investors, First Union Investors and TCW Investors together will bear the costs of the Valuer they select), or (II) if the valuations of such two Valuers differ by an amount which is more than twenty percent of the higher valuation, within two (2) Business Days thereafter the two Valuers shall select a third Valuer, which Valuer promptly shall make its own valuation and shall choose the valuation performed by the first two Valuers which most closely reflects its own valuation, and the valuation so selected will be deemed to constitute the fair market value of such non-cash economic consideration (and if such third Valuer is used, the Dragging Stockholder, USX Investors, Kobe Investors, Veritas Investors, Sumitomo Investors, FirstEnergy Investors, Triumph Investors, First Union Investors and TCW Investors together will equally bear the costs of such Valuer). (b) The Dragging Party Stockholder will give written notice (the "Drag- Drag-Along Notice") to each of the Non-BLUM Parties other Equityholders of any proposed Transfer giving rxxx rise to the rights of the such Dragging Party Stockholder set forth in Section 2.5(a3.6(a) at least ten (10) calendar days prior as soon as practicable following the acceptance of the offer referred to such Transferin Section 3.6(a). The Drag-Along Notice will set forth the total number of shares of Common Stock owned by the Blackstone Investors and proposed to be so Transferred, the name of the Proposed Transfereeproposed transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party Stockholder will provide such information, to the extent reasonably available to the Dragging PartyStockholder, relating to such consideration as the Non-BLUM Parties Equityholder may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities sought ) and the other terms and conditions of the proposed Transferoffer. In The Dragging Stockholder will notify USX, Kobe, Veritas, Sumitomo, FirstEnergy, Triumph, TCI-II, First Union, TCWLIT, TCWLITII, TCWSOFII, SOFIIB and SOFIII at least fifteen (15) Business Days in advance of entering into a definitive agreement in connection with such offer if any of such Transfer, such Non-BLUM Parties shall Equityholders will be obligated only required to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of sign any liability arising out of any agreement containing representations, warranties, covenants or agreements warranties and indemnities and will provide in advance to each of the selling Securityholders that survive the closing of such transaction and do not relate other Equityholders subject to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice a copy of all agreements or drafts thereof relating to the offer including the representations, warranties and indemnities proposed to be made by such Equityholders. In any such agreement such Equityholders will be required to make to the FS Entitiestransferee such reasonable representations, warranties and indemnities as the FS Entities deliver Dragging Stockholder so long as they are made severally and not jointly and in proportion to BLUM a certificate signed the number of shares of Common Stock being Transferred by each Equityholder, and provided that each such Equityholder's liability therefore is limited to the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any proceeds it receives from such sale. The Company will pay the reasonable fees and expenses of one counsel for the Restricted Securities beneficially owned by them in other Equityholders as well as counsel for the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto Blackstone Investors in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect thereto, and (iii) agree any transaction referred to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transfereethis Section 3.6. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must Stockholder will deliver another Drag-Along Notice and comply with all its other obligations under this Section 3.6 in order to exercise its rights under this Section 2.5 hereunder with respect to such Transfer or any other Transfer. . The sale of each Equityholder's Common Stock pursuant to this Section 3.6 will be delayed to the extent necessary for each Equityholder to obtain any necessary regulatory approvals in connection with such Transfers (c) If BLUM approves (i) any mergerincluding without limitation regulatory approvals relating to the consummation of a USX Exchange Event and/or Kobe Exchange Event, consolidationas applicable), axxxxamation or other business combination involving and each Equityholder and the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote use its reasonable best efforts to obtain any regulatory approvals necessary for its Transfer as promptly as possible and to assist the other Equityholders in all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise reasonable respects in obtaining any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwiseregulatory approvals necessary for their Transfers.

Drag-Along Rights. (a) If BLUM XXXX and/or its Affiliates (in such capacity, xxx the "Dragging Party") agree to Transfer to a Third Party or a group of Third Parties -------------- (other than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM XXXX and its Affiliates at the time of such TrxxxxerTransfer, then each of the Non-BLUM XXXX Parties hereby agrees that, if requested xx xhe by the Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Non- XXXX Party's Restricted Securities as is being Xxxnsferred Transferred by BLUM XXXX and its Affiliates. Each Non-BLUM XXXX Party xxx can be required to sell pursuant to xxxs this Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM XXXX and its Affiliates and (B) the denominatox xx denominator of which is the aggregate number of shares of Common Stock owned by BLUM XXXX and its Affiliates at the time of the Traxxxxr Transfer by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM XXXX Party (including for these purposes all sxxxxs shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Drag-Along Notice") to ----------------- each of the Non-BLUM XXXX Parties of any proposed Transfer giving rxxx rise to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM XXXX Parties may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM XXXX Parties shall be obligated only to (i) maxx xepresentations make representations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this -------- ------- Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM XXXX a certificate signed by the FS Entities cxxxxfying certifying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM XXXX had not otherwise delivered a Drag- Drag-Along Xxxice Notice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM XXXX approves (i) any merger, consolidation, axxxxamation amalgamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM XXXX Parties agrees to vote all shares of Commxx Xtock ----------- Common Stock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM XXXX Parties under any rule, regulation, statuxxstatute, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM and/or its Affiliates So long as this Agreement remains in effect, if Xxxxxx receives an offer from a Person other than an Affiliate of Xxxxxx (in such capacity, xxx a "Dragging Third Party") agree to Transfer to a Third Party or a group of Third Parties purchase (other than in a Public Offering) at least a majority of the shares of Common Stock beneficially owned then outstanding and such offer is accepted by BLUM and its Affiliates at the time of such TrxxxxerXxxxxx, then each of the Non-BLUM Parties Corning and its Permitted Transferees hereby agrees that, if requested xx xhe Dragging Partyby Xxxxxx, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging PartyXxxxxx, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock equal to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at it multiplied by the time percentage of the Traxxxxr by (ii) the aggregate number of then outstanding shares of Common Stock owned by such Non-BLUM to which the Third Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities)offer is applicable. (b) The Dragging Party Xxxxxx will give notice (the "Drag- Drag-Along Notice") to each of the Non-BLUM Parties Corning and its Permitted Transferees of any proposed Transfer giving rxxx rise to the rights of the Dragging Party Xxxxxx set forth in Section 2.5(a) at least ten (10) calendar days prior as soon as practicable following Xxxxxx'x acceptance of the offer referred to such Transferin Section 2.5(a). The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transfereeproposed Transferee or acquiring Person, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party Xxxxxx will provide such information, to the extent reasonably available to the Dragging PartyXxxxxx, relating to such consideration as the Non-BLUM Parties Corning and its Permitted Transferees may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities shares of Common Stock sought and the other terms and conditions of the proposed Transfer. In connection with offer; provided that none of Corning or any such Transfer, such Non-BLUM Parties Permitted Transferee shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as accept pursuant to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if2.5 any consideration other than cash, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entitiescash equivalents, the FS Entities deliver marketable securities, securities with registration rights similar to BLUM a certificate signed by the FS Entities cxxxxfying those contemplated in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights Section 3.1 or securities which may be Transferred pursuant to Section 2.4 hereto Rules 144 or 145 (or any successor rules) under the Securities Act. Xxxxxx will notify Corning and its Permitted Transferees at least ten Business Days in advance of entering into a definitive agreement in connection with such proposed Transfer if BLUM had offer. In any such agreement, Corning and its Permitted Transferees will be required (i) to make or agree to the same representations, warranties and indemnities as Xxxxxx so long as they are made severally and not otherwise delivered a Drag- Along Xxxice jointly (provided that Corning and its Permitted Transferees will not be required to make representations, warranties or covenants or provide indemnification with respect theretoto any matter other than their respective ownership of the shares of Common Stock to be transferred, their respective ability to transfer such shares free and clear of all encumbrances and their respective authority and due authorization to transfer such shares), and (iiiii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction Xxxxxx Sale to the extent not paid or reimbursed by the Company or the Proposed TransfereeTransferee or acquiring Person. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 90 days from the date of the Drag-Along Notice, the Dragging Party Xxxxxx must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM approves (i) any merger, consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM and/or For so long as Ares and its Affiliates Permitted Transferees, in the aggregate, continue to beneficially own (in such capacity, xxx "Dragging Party"x) agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority at least 50% of the number of shares of Class A Common Stock beneficially owned by BLUM Ares on the Effective Date (subject to appropriate adjustment for any stock split, stock dividend, reclassification, subdivision or reorganization, recapitalization or similar event) or (y) more of the outstanding shares of Class A Common Stock than each of (1) CPPIB and its Permitted Transferees and (2) the Rollover Stockholders, Ares may propose, in any transaction or series of related transactions, directly or indirectly, to (i) Transfer to one or more Persons other than any of its Affiliates (each, a “Third Party”) at least 75% of the shares of each class of Common Stock then owned by Ares (excluding any Excess Class B Stock) or (ii) cause the Company or any of its subsidiaries to sell all or substantially all of the assets of the Company and its consolidated subsidiaries to one or more Third Parties, in each case, whether by merger, consolidation, business combination, stock purchase, asset purchase or otherwise (a “Drag-Along Sale”), and Ares shall have the right, but not the obligation, to require each Stockholder to: (i) sell (x) in the case of each Major Stockholder, a proportionate number of its shares of each class of Common Stock (including by requiring CPPIB to cause the Transfer of the Excess Class B Stock or the Excess Class B Call Right), (y) for so long as the Rollover Stockholders, in the aggregate, continue to own at least 25% of the number of shares of Common Stock owned by the Rollover Stockholders on the Effective Date (subject to appropriate adjustment for any stock split, stock dividend, reclassification, subdivision or reorganization, recapitalization or similar event), in the case of each Rollover Stockholder, a proportionate number of its shares of each class of Common Stock, and (z) in all other instances, all of its shares of Common Stock, in each case, at the time of such Trxxxxersame price per share, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on for the same terms and conditions (including, without limitation, time of payment and form of consideration, but at the same time and on the same financial terms and conditions as Ares, provided that at least 75% of the value of the consideration to be received by each Stockholder is cash or Marketable Securities as determined in good faith by the Board; (ii) vote, or execute a written consent with respect to, all of their Common Stock in favor of the transactions constituting such Drag-Along Sale; (iii) waive any appraisal or dissenters’ or similar rights with respect to such Drag-Along Sale; and (iv) otherwise participate in such Drag-Along Sale to the extent reasonably requested by Ares; provided that (1) on or prior to the seventh anniversary of the Effective Date, neither Major Stockholder will be required to participate in any such Drag-Along Sale without its consent, unless the aggregate gross proceeds to be received by such Person for its Class A Common Stock on per share basis is at least (A) $2,000 less (B) the amount of all distributions made with respect to a share of Class A Common Stock from the Effective Date through the date of such Drag-Along Sale (subject to appropriate adjustment for any stock split, stock dividend, reclassification, subdivision or reorganization, recapitalization or similar event) and (2) after the seventh anniversary of the Effective Date, neither Major Stockholder will be required to participate in any such Drag-Along Sale without its consent, unless the aggregate gross proceeds to be received by such Person for its Class A Common Stock on a per share basis is at least (A) $1,000 less (B) the amount of all distributions made with respect to a share of Class A Common Stock from the Effective Date through the date of such Drag-Along Sale (subject to appropriate adjustment for any stock split, stock dividend, reclassification, subdivision or reorganization, recapitalization or similar event). (b) Each Stockholder affirms that its agreement to vote for the approval of the transaction constituting the Drag-Along Sale under this Section 2.5(b)4.03 is given as a condition of this Agreement and as such is coupled with an interest and is irrevocable. This voting agreement shall remain in full force and effect throughout the time that this Section 4.03 is in effect. (c) as Ares shall, promptly upon determining the terms of the Drag-Along Sale but in any event not less than 15 days prior to the consummation of such proposed Drag-Along Sale, deliver to the other Stockholders written notice specifying the material terms of the Drag-Along Sale (including (i) the identity of the purchaser to which the Drag-Along Sale is proposed to be made, (ii) the price per share to be paid for each class of Common Stock and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate total number of shares of Common Stock to be Transferred by BLUM and its Affiliates and (Biii) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time expected closing date of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth Sale) (the “Drag-Along Notice”); provided that, for so long as the Rollover Stockholders, in the aggregate, continue to own at least 25% of the number of shares of Class A Common Stock proposed owned by the Rollover Stockholders on the Effective Date (subject to be so Transferredappropriate adjustment for any stock split, stock dividend, reclassification, subdivision or reorganization, recapitalization or similar event), at least 30 calendar days prior to sending such Drag-Along Notice, Ares shall give the name of the Proposed TransfereeRollover Stockholders a preliminary, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash consideration)binding notice that it is considering sending a Drag-Along Notice. (d) If requested by Ares, each Stockholder shall make or provide the number of Restricted Securities sought same representations, warranties, covenants, indemnities and the other terms and conditions of the proposed Transfer. In agreements that Ares makes or provides in connection with any the Drag-Along Sale; provided that no Stockholder participating in such Transfer, such Non-BLUM Parties transaction shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as required to their respective individual Ownership of Restricted Securities (and then only to the same extent such make any representations and warranties are given by the Dragging Party other than representations and warranties as to itself with respect to its Ownership good standing, due authorization, due execution enforceability, lack of conflicts, title to shares of Common Stock)Stock such Stockholder is required to sell in the Drag-Along Sale, no broker’s fees and investment qualifications, (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder liable in such transaction) respect of any liability arising out indemnification provided in connection with a Drag-Along Sale (A) in the case of a breach by such Stockholder of any of its representations, warranties, covenants or agreements agreements, in excess of the selling Securityholders that survive the closing of consideration to be received by such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Stockholder in such Drag-Along Notice Sale and, in all other cases (including with respect to a breach by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer Company of any of its representations, warranties, covenants or agreements), in excess of such Stockholder’s pro rata share of such indemnification obligation (based on proceeds to be received), (B) for the Restricted Securities beneficially owned breach of any representations or warranties made by them Ares or any other Stockholder and (C) other than on a several (and not a joint and several) basis with the other Stockholders, (iii) required to participate in the proposed Transfer set forth any hold-back, escrow, contingent consideration or other similar items relating to such Drag-Along Sale in excess of such Stockholder’s pro rata participation in the Drag-Along Notice Sale (based on proceeds to be received) and (yiv) would not exercise their rights pursuant required to Section 2.4 hereto agree to, or be deemed to have agreed to, any non-compete, non-solicitation and other similar restrictions, in connection with each case, without such proposed Transfer if BLUM had not otherwise delivered Stockholder’s prior written consent. If a Drag- Drag-Along Xxxice with respect theretoSale is consummated, and (iii) agree to each Stockholder shall pay their proportionate its pro rata share of the reasonable costs incurred in connection with such transaction by Ares relating to the Drag-Along Sale (including reasonable legal fees and expenses) to the extent not paid or reimbursed by the Company or the Proposed Transferee. If Third Party. (e) Each of the Transfer referred Stockholders shall (i) deliver at the closing of the Drag-Along Sale certificates evidencing the shares of Common Stock to be sold by such Stockholder in the Drag-Along Notice is not consummated within Sale, duly endorsed in blank or accompanied by written instruments of transfer in form and substance reasonably satisfactory to Ares, and (ii) execute such other documents as Ares may reasonably request to consummate the Drag-Along Sale at the time specified by Ares. (f) Ares shall have the right for a period of 120 days from (which period may be extended to 180 days to satisfy any Conditions) after the date delivery of the Drag-Along Notice, Notice to consummate the Dragging Party must deliver another Drag-Along Notice Sale. After the end of the 120-day period, Ares will not effect a Drag-Along Sale without repeating the foregoing procedures. (g) Except as expressly provided in order to exercise its rights under this Section 2.5 4.03, Ares shall have no obligation to any Stockholder with respect to such Transfer or any other Transfer. (c) If BLUM approves (i) any merger, consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all any shares of Common Stock owned by such Stockholder in connection with the business Drag-Along Sale. Notwithstanding anything herein to the contrary, Ares shall have no obligation to any other Stockholder as a result of any decision by Ares to accept or assets ofconsummate, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise accept or consummate, any appraisal or dissenters' rights available to Drag-Along Sale (it being understood that any and all such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwisedecisions shall be made by Ares in its sole discretion).

Drag-Along Rights. (a) If BLUM XXXX and/or its Affiliates (in such capacity, xxx the "Dragging Party") agree -------------- to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM XXXX and its Affiliates at the time of such TrxxxxerTransfer, then each of the Non-BLUM XXXX Parties hereby agrees that, if requested xx xhe by the Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM XXXX Party's Restricted Securities as is being Xxxnsferred Transferred by BLUM XXXX and its Affiliates. Each Non-BLUM XXXX Party xxx can be required to sell pursuant to xxxs this Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM XXXX and its Affiliates and (B) the denominatox xx denominator of which is the aggregate number of shares of Common Stock owned by BLUM XXXX and its Affiliates at the time of the Traxxxxr Transfer by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM XXXX Party (including for these purposes all sxxxxs shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Drag-Along Notice") to each of the ----------------- Non-BLUM XXXX Parties of any proposed Transfer giving rxxx rise to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM XXXX Parties may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM XXXX Parties shall be obligated only to (i) maxx xepresentations make representations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however however, that in no event shall any Non-XXXX Party's liabilities -------- ------- exceed the total net proceeds from such Transfer received by such Non-XXXX Party; provided, further that this Section 2.5(b)(ii) shall not apply if, no --------- ------- later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM XXXX a certificate signed by the FS Entities cxxxxfying certifying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM XXXX had not otherwise delivered a Drag- Drag-Along Xxxice Notice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Drag- Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM XXXX approves (i) any merger, consolidation, axxxxamation amalgamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM XXXX Parties agrees to vote all shares of Commxx Xtock ----------- Common Stock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM XXXX Parties under any rule, regulation, statuxxstatute, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM and/or its Affiliates Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (in such capacity, xxx "Dragging Party"75%) agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority more of the shares of Common Stock beneficially owned by BLUM and its Affiliates at it then holds (the time "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying related transactions for either (i) cash or unrestricted marketable securities that are traded on a fractionU.S. stock exchange, over the counter or on a bulletin board, or (Aii) any consideration so long as the numerator third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of which more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the aggregate number "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx provide to the rights of the Dragging Party set forth in Section 2.5(a) Holder, at least ten (10) calendar days prior to the closing of such Transfer. The sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice will set forth Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be so Transferred, sold by the name of Trust to the Proposed Transferee, . The Drag-Along Notice shall be deemed to be given and served on the proposed amount date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15. (b) Notwithstanding Section 2(b) herein and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, subject to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash considerationSection 6(i), the number Holder shall, within five (5) days of Restricted Securities sought and the other terms and conditions receipt of the proposed Transfer. In connection with any such Transfera Drag-Along Notice, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only deliver an Exercise Notice to the same extent such representations and warranties are given by the Dragging Party Company with respect to its Ownership of Common Stock), (ii) agree the Required Exercise Shares provided that the Exercise Date is deemed to pay its pro rata share (based on occur concurrently with the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements consummation of the selling Securityholders that survive transaction which is the closing subject of such the Drag-Along Notice. If the Holder does not deliver the Exercise Notice within the required 5-day period or delivers the Exercise Notice without the appropriate payment in cash for the exercise of the Warrant, or portion thereof, as appropriate, upon consummation of the transaction and do not relate which is the subject of the Drag-Along Notice the Holder will have been deemed to Ownership of Restricted Securities; provided, however that this have delivered a Cashless Exercise Notice to the Company in accordance with Section 2.5(b)(ii2(c) above. The Company's call rights under Section 4(a)(i) shall not apply if, no later than five to the Holder's exercise with respect to the Required Exercise Shares. (5c) calendar days Promptly after receipt of the Drag-Along Notice, the Holder shall deliver to the Trust, to hold in escrow pending closing of the transaction that is the subject of the Drag-Along Notice, stock certificates in its possession (if any) representing its shares of Common Stock to be transferred, properly endorsed for transfer to the Proposed Transferee. (d) The Trust shall, together with the Drag-Along Notice, provide to the Holder a fairness opinion from an independent appraiser or investment bank selected by the Trust (reasonably satisfactory to the Required Holders) regarding the transaction that is the subject of the Drag-Along Notice, provided that there shall be no such requirement if the Trust has obtained such a fairness opinion for itself with respect to the transaction that is the subject of the Drag-Along Notice. (e) The monetary value of any indemnity to be provided by the Holder to the Proposed Transferee under the terms of its sale of Shares in accordance with this Section 6 (which indemnity may also cover operational matters not the subject of the Holder's representations and warranties described in the following sentence) shall be in the same ratio to the monetary value of the indemnity provided by the Trust as the ratio of the relative value of the securities to be sold by each of the Holder and the Trust in any such sale, but in no case shall it exceed the monetary value of the consideration it receives pursuant to the terms of such sale. The Holder's representations and warranties shall be limited to enforceability, the ownership of the Shares to be transferred by such Holder, authority to transfer such Shares, that such Shares are free of liens and encumbrances as of the transfer date and other standard and customary non-operational representations and warranties. (f) If the Company has received a Put Notice from the Holder in accordance with Section 5(c) herein prior to delivery by the Trust to the Holder of a Drag-Along Notice, then the Trust shall not be entitled to exercise its drag-along right pursuant to Section 6(a) herein with respect to such portion of the Warrant that is the subject of such Put Notice, unless the per share sale price in connection with the transaction that is the subject of the Drag-Along Notice is greater than or equal to the Put Fair Value as of the date of delivery of such Drag-Along Notice by the Trust. (g) If upon the Trust's delivery of a Drag-Along Notice to the Holder there is a pending Exercise Date, Put Exercise Date and/or Put Effective Date, then the corresponding Exercise Notice and the 90-day waiting period under the last sentence of Section 2(b) or the corresponding Put Notice and the applicable waiting periods under Sections 5(e) and 5(f)), as the case may be, shall be tolled, as of the date of delivery of the Drag-Along Notice (the "Drag Toll Date") and the Exercise Date, the Put Exercise Date and/or Put Effective Date, as applicable, shall be suspended, and shall only be rescheduled in accordance with Section 6(j)(i) below. The suspended Exercise Date, Put Exercise Date and/or Put Effective Date, as applicable, and the corresponding Exercise Notice or Put Notice, as appropriate, shall be cancelled if the transaction that is the subject of the Drag-Along Notice is consummated within sixty (60) days of the date of delivery of the Drag-Along Notice by the FS EntitiesTrust to the Holder. (h) If the Trust delivers a Drag-Along Notice to the Holder in accordance with Section 6(a) following its delivery of a Tag-Along Notice to the Holder in accordance with Section 7(a), the FS Entities deliver to BLUM a certificate signed then such Tag-Along Notice, and any Participation Notice delivered by the FS Entities cxxxxfying Holder in good faith that they (x) do not desire to Transfer any connection with the Tag-Along Notice, shall be deemed cancelled and of no effect as of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in date of delivery of the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect theretothe Holder, and the Holder shall not be entitled to exercise such tag-along right. (iiii) agree Notwithstanding Section 6(b) above and subject to pay their proportionate share the limitations of Section 2(a) above, after receiving a Drag-Along Notice, the Holder shall be entitled to deliver to the Company an Exercise Notice relating to the portion of the reasonable costs incurred in connection with Warrant that is the subject of a Drag-Along Notice, provided that such Exercise Notice shall only be given effect if the transaction relating to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is terminated or is not consummated within 120 sixty (60) days from of the date of delivery of the Drag-Along NoticeNotice by the Trust, and further provided that no days that have passed from the Dragging Party must deliver another date of delivery to the Company of the Exercise Notice until the date of such termination or expiration, as appropriate, shall be counted for purposes of the waiting period under Section 2(b). (j) If the transaction that is the subject of a Drag-Along Notice delivered by the Trust to the Holder in order to exercise its rights under this accordance with Section 2.5 with respect to such Transfer 6(a) herein (the "Drag Transaction") is terminated or any other Transfer.is not consummated within sixty (60) days of the date of delivery of the Drag-Along Notice by the Trust, then (c) If BLUM approves (i) notwithstanding anything contained herein to the contrary, any mergerExercise Date, consolidationPut Exercise Date and/or Put Effective Date that was/were suspended pursuant to Section 6(g) above shall each be deemed reinstated, axxxxamation but no days that have passed from the Drag Toll Date until the date of termination of the Drag Transaction or other business combination involving the Company date as of which the above noted sixty-day period has elapsed, as appropriate, shall be counted for purposes of the waiting periods under Sections 2(b), 5(e) and 5(f), and the corresponding election to exercise or any put the Warrant, or portion thereof, and the corresponding Exercise Notice or Put Notice, shall be deemed reinstated and effective subject to the rescheduled date of its Subsidiaries or the Exercise Date, the Put Exercise Date and/or Put Effective Date, as appropriate, to reflect the provisions of this Section 6(j)(i); and (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the NonDrag-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwiseAlong Notice shall be deemed voided.

Drag-Along Rights. (a) If BLUM and/or its Affiliates Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (in such capacity, xxx "Dragging Party"75%) agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority more of the shares of Common Stock beneficially owned by BLUM and its Affiliates at it then holds (the time “Drag Sale Shares”) to a bona fide unaffiliated third party or parties on an arm’s length basis in a single transaction or a series of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying related transactions for either (i) cash or unrestricted marketable securities that are traded on a fractionU.S. stock exchange, over the counter or on a bulletin board, or (Aii) any consideration so long as the numerator third party or parties that have proposed to purchase the Drag Sale Shares shall not become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of which more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the aggregate number “beneficial owner”, directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx provide to the rights of the Dragging Party set forth in Section 2.5(a) Holder, at least ten (10) calendar days prior to the closing of such Transfer. The Drag-Along Notice will set forth sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the number of shares of Common Stock proposed to be so TransferredStock, the name of the proposed transferee(s) (the “Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash consideration”), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the “Required Exercise Shares”), as well as a certain number of Restricted Securities sought and the other Shares then held by the Holder to the Proposed Transferee on the terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Parties shall be obligated only to contained therein (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the “Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM approves (i) any merger, consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"”), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: where: A = the number of Shares then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rulethe Holder, regulation, statuxx, agreement among including the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.Required Exercise Shares;

Drag-Along Rights. (a) If BLUM and/or its Affiliates (in such capacity, xxx "Dragging Party") agree In the event that Flax and Xxxxxxxxxx desire to Transfer collectively all of their Shares to a Third Party or a group of Third Parties single Transferee (other than a Permitted Transferee) or in a Public Offering) a majority single transaction, and the Company and the Remaining Shareholders do not exercise their rights of first refusal set forth in Section 3 and purchase all of the shares of Common Stock beneficially owned by BLUM and its Affiliates at the time of such TrxxxxerOffered Shares, then each Flax and Xxxxxxxxxx shall have the right to require all of the Non-BLUM CPK Parties hereby agrees thatto Transfer all of their Shares, if requested xx xhe Dragging Party, it will Transfer to such Third Party on upon the same terms and conditions and for the same purchase price as Flax and Xxxxxxxxxx intend to sell all of their Shares of the Company, if requested by Flax and Xxxxxxxxxx, by providing written notice of the proposed Transfer to all of the CPK Parties setting forth in reasonable detail the terms of the proposed Transfer; provided, however, that no CPK Party shall be required to Transfer any of its Shares to such single Transferee unless the aggregate consideration received in exchange for all Shares so Transferred (a) is in the form of cash or Freely Tradable Stock, or both, (b) is first allocated such that each share of Series A Preferred Stock so Transferred receives no less than its full Liquidation Preference then in effect, and (c) after the allocation of a portion of such consideration in satisfaction of all such Liquidation Preferences of the then outstanding shares of Series A Preferred Stock, and all liquidation preferences of any other shares of Preferred Stock then outstanding, the remaining aggregate consideration received in exchange for all Shares so Transferred is allocated, on an as converted-to-common basis, to (i) the holders of shares of Series A Preferred Stock so Transferred, (ii) the holders of shares of Common Stock so Transferred, and (iii) the holders of all other shares of Preferred Stock so Transferred having a right to a portion of such consideration. The CPK Parties shall deliver at such closing documents transferring all of the Shares held by the CPK Parties, duly executed for transfer, and shall be entitled to receive the proceeds (after deduction of transfer taxes and fees not paid by purchaser and other expenses directly attributable to the transfer of such Shares) allocable to the Transfer thereof. The CPK Parties further agree to timely take all such other actions as Flax and Xxxxxxxxxx reasonably request in connection with such proposed Transfer; provided, however, that when taking such other actions, such CPK Parties shall only be required to make representations and warranties and agree to covenants and indemnities that are substantially similar to those made by Flax and Xxxxxxxxxx with respect to such CPK Parties' ownership of such Shares and those matters necessary for such CPK Parties' to be able to effectuate the Transfer of such Shares to such proposed Transferee, including, without limitation, time of payment representations and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, warranties relating to such consideration as CPK Parties' authorization to transfer such Shares, and that the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing Transfer of such transaction and do Shares by such CPK Parties will not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant require any third party consent or (z) conflict with or result in a violation or breach or default of any contract to Section 2.4 hereto in connection with which such proposed Transfer if BLUM had not otherwise delivered CPK Parties are a Drag- Along Xxxice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer party or any other Transfer. (c) If BLUM approves (i) any mergergovernmental law, consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, ordinance or regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM and/or its Affiliates Except as provided below, if the JLL Member proposes to directly or indirectly Transfer more than fifty-one percent (in such capacity, xxx "Dragging Party"51%) agree to Transfer of the aggregate number of Interests held by the JLL Member to a Third Party or a group of Third Parties Person (other than a Permitted Transferee), including any Transfer of Registrable Securities pursuant to Article IX hereof, the JLL Member shall have the right, upon not less than ten (10) days’ prior written notice of such proposed Transfer (the “Purchase Notice”), which notice shall include all of the terms and conditions of such proposed Transfer and which shall identify the proposed purchaser(s) of such Interests (“Drag-Along Purchaser(s)”), to require each other holder of Interests to sell to the Drag-Along Purchaser(s) a number of its Interests of each class held by such Member (“Call Interests”) equal to the product, rounded down to the nearest whole number, of (a) a fraction, the numerator of which is the number of Common Interests and Preferred Interests (on an as-converted basis) proposed to be Transferred by the JLL Member, and the denominator of which is the total number of Common Interests and Preferred Interests (on an as-converted basis) then owned by the JLL Member, multiplied by (b) the number of Common Interests, Preferred Interests, Class B Management Interests and/or Class C Profits Interests then owned by the Purchase Notice recipient (adjusted, in the case of the sale of any Preferred Interest to reflect the number of Common Interests into which such Preferred Interest is then convertible and, in the case of the sale of Class B Management Interests or Class C Profits Interests, to take into account the relative value of such Class B Management Interests or Class C Profits Interests as determined by the Board, any such determination in the case of Class B Management Interests being in accordance with the applicable Management Interest Award Agreement and in the case of Class C Profits Interests being determined in a Public Offering) a majority manner consistent with Section 10.2 of the shares this Agreement), or any lesser number of Common Stock beneficially owned by BLUM Interests, Preferred Interests, Class B Management Interests and its Affiliates Class C Profits Interests as the JLL Member shall direct the Purchase Notice recipient to sell, provided the number of Interests of each class directed to be sold is proportional. If the JLL Member shall so elect, the JLL Member shall arrange for such Drag-Along Purchaser(s) to purchase the Call Interests at the same time of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on as and upon the same terms and conditions (includingincluding all direct or indirect consideration or compensation) at which the JLL Member sells its Interests. Upon receipt of the Purchase Notice, without limitationsuch holder shall cooperate with the JLL Member and otherwise take, time or cause to be taken, all actions and do, or cause to be done, all things necessary or appropriate to enter into, consummate and make effective the sale and purchase of payment the Call Interests, together with the Common Interests of the JLL Member (including voting in favor of any merger or similar transaction requiring a vote of the Members). Notwithstanding any provision hereof to the contrary, from and form of consideration, but after the date on which the JLL Member consummates a transaction subject to this Section 2.5(b)8.9, (a) as a holder of Call Interests shall have no rights of a Member with respect to the Call Interests sold and purchased in such transaction and (b) such holder of Call Interests shall not seek, nor shall the Company have any obligation, to enforce any such right with respect to such Call Interests. Notwithstanding the foregoing, any holder of Preferred Interests may elect not to be paid dragged along (and given will not otherwise be subject to any obligations under this Section 8.9) in any transaction that would result in aggregate proceeds to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) holder of such Preferred Interests of an amount that is less than the Liquidation Preference that would then be payable in respect of the Preferred Interests so held by such holder. Any Non-BLUM Party's Voting Common Interests or Restricted Securities as is being Xxxnsferred by BLUM Common Interests that are Transferred pursuant to this Section 8.9 shall, automatically upon such Transfer, convert into and its Affiliates. Each become Common Interests that are not Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Voting Common Interests or Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities)Interests. (b) The Dragging Party will give notice (the "Drag- Along Notice") to each In furtherance and not in limitation of the Non-BLUM Parties foregoing, each Member required to sell Call Interests pursuant to this Section 8.9 shall (1) make the same representations, warranties, covenants, indemnities and agreements as made by the JLL Member in connection with the JLL Member’s Transfer of any proposed Transfer giving rxxx Interests to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount Purchaser(s) and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, 2) agree to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash consideration), the number of Restricted Securities sought and the other same terms and conditions to the Transfer as those to which the JLL Member agrees; provided however, any of Peach, BlackRock, Candlewood or their respective Permitted Transferees exercising the proposed Transfer. In connection with any such Transfer, such Non-BLUM Parties right to sell Put Interests pursuant to this Section 8.9 shall only be obligated only to (ix) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such reasonable representations and warranties are given by the Dragging Party with respect warranties, customary for Transfers of this kind, as they relate to its Ownership of Common Stock)Peach, BlackRock or Candlewood, respectively, or such Permitted Transferee and (iiy) agree to pay its join on a pro rata share basis (based on the number proceeds received) in any indemnification obligation (other than any such obligations which relate specifically to a particular holder of shares transferred Interests such as indemnification with respect to representations and warranties given by each stockholder in a Member regarding such transaction) holder’s title to and ownership of any liability arising out Interests); provided that none of any representationsPeach, warranties, covenants BlackRock or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) Candlewood or their respective Permitted Transferees shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto be obligated in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice to agree to indemnify or hold harmless the transferees with respect theretoto, and (iii) agree to pay their proportionate share or otherwise be responsible for, an amount in excess of the reasonable costs incurred cash proceeds, net of expenses, paid to such holder in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM approves The JLL Member acknowledges and agrees that it will use commercially reasonable efforts to cause the Drag-Along Purchaser to acquire the equity interests of Peach (as opposed to a direct acquisition of the Interests held by Peach); provided that, Peach acknowledges and agrees that (i) any mergerthere are no assurances that the Drag-Along Purchaser will acquire the equity interests of Peach, consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale acquisition of all Interests by the Drag-Along Purchaser will not be conditioned on the acquisition of the business or assets ofequity interests of Peach, or substantially all and (iii) any acquisition of the assets of, equity interests of Peach by the Company or any Drag-Along Purchaser cannot result in a lower amount of its Subsidiaries (any of consideration paid by the foregoing events, a "Transaction"), then each of Drag-Along Purchaser to the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwiseother Members for their Interests.

Drag-Along Rights. (a) If BLUM and/or its Affiliates Members holding a majority of the outstanding Units or other equity securities of the Company (in such capacity, xxx "the “Dragging Parties”) receive a bona fide offer from a Person other than a Member or an Affiliate of a Member (a “Third Party"”) agree to Transfer to a Third Party or a group of Third Parties purchase (other than in a Public Offering) at least a majority of the shares Units or other equity securities of Common Stock beneficially owned the Company, whether pursuant to a sale of Units or other equity securities of the Company, merger, consolidation, a tender or exchange offer or any other transaction, and such offer is accepted by BLUM and its Affiliates at the time of such TrxxxxerDragging Parties, then each of the Non-BLUM Parties other Members hereby agrees that, if requested xx xhe by the Dragging PartyParties, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, including the time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging PartyParties, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities Units or other equity securities of the Company, as applicable, equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares Units or other equity securities of Common Stock to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock Company, as applicable, owned by BLUM and its Affiliates at it multiplied by the time percentage of the Traxxxxr by (ii) then outstanding Units or other equity securities of the aggregate number of shares of Common Stock owned by such Non-BLUM Company, as applicable, to which the Third Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities)offer is applicable. (b) The Dragging Party Parties will give notice (the "Drag- “Drag-Along Notice"”) to each of the Non-BLUM Parties other Members of any proposed Transfer giving rxxx rise to the rights of the Dragging Party Parties set forth in Section 2.5(a7.05(a) at least ten (10) calendar days prior as soon as practicable following the acceptance of the offer referred to such Transferin Section 7.05(a). The Drag-Along Notice will set forth the number of shares Units or other equity securities of Common Stock the Company proposed to be so Transferred, the name of the Proposed TransfereeTransferee or acquiring Person, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party Parties will provide such information, to the extent reasonably available to the Dragging PartyParties, relating to such consideration as the Non-BLUM Parties other Members may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities Units or other equity securities of the Company sought and the other terms and conditions of the proposed Transferoffer. The Dragging Parties will notify the other Members at least 15 Business Days in advance of the closing of the sale of the Units or other equity securities of the Company, as applicable, to the Third Party. In connection with any such Transferagreement, such Non-BLUM Parties shall other Members will be obligated only to required (i) maxx xepresentations to make or agree to the same covenants, indemnities (with respect to all matters other than the Dragging Parties’ ownership of the Units or other equity securities of the Company, as applicable) and agreements as the Dragging Parties so long as the liabilities thereunder are borne on a pro rata basis based on the number of Units or other equity securities of the Company, as applicable, Transferred by each Member, (ii) to make representations and warranties (and provide related indemnification) as to their respective individual Ownership ownership of Restricted Securities (and then only to their Units or other equity securities of the same extent such representations and warranties Company, as applicable, as are given by the Dragging Party Parties with respect to its Ownership such party’s ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants Units or agreements other equity securities of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; providedCompany, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect theretoas applicable, and (iii) agree to pay pay, severally and not jointly, their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transfereetransferee or acquiring Person. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party Parties must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 7.05 with respect to such Transfer or any other Transfer. (c) If BLUM approves Each Member hereby irrevocably constitutes and appoints the AS Investor the true and lawful attorney-in-fact of such Member in the Member’s name, place and stead to execute and deliver any agreements required to effectuate any transaction pursuant to this Section 7.05 on behalf of such Member by giving the AS Investor full power and authority to do and perform each and every act and thing whatever requisite and necessary to be done in and about the foregoing as fully as such Member might or could do if personally present, and hereby ratifies and confirms all that the AS Investor shall lawfully do or cause to be done by virtue thereof. The foregoing power of attorney is coupled with an interest, is irrevocable and shall survive and be unaffected by any subsequent disability, or incapacity of the Member (i) any mergeror if the Member is a corporation, consolidationtrust, axxxxamation association, liability company or other business combination involving legal entity, by the Company dissolution or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"termination thereof), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM and/or its Affiliates (in such capacity, xxx the "Dragging PartyPaxxx") agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM and its Affiliates at the time of such TrxxxxerTransfer, then each of eacx xx the Non-BLUM Parties hereby agrees that, if requested xx xhe by the Dragging PartyXxxxy, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred Transferred by BLUM XXXX and its Affiliates. Each Non-BLUM Party xxx can be required to sell tx xxll pursuant to xxxs this Section 2.5 that 2.0 xxat number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM and its Affiliates and (B) the denominatox xx denominator of which is the aggregate thx xxgregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr Transfer by (ii) the aggregate thx xxgregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs shares of Common Stock Xxxxk issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Drag-along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx rise to the rights of rightx xx the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate to evaluate such nonxxx-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations and make representatioxx xnd warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; providedPROVIDED, however HOWEVER, that in no event shall any Non-BLUM Party's liabilities exceed the total net proceeds from suxx Xransfer received by such Non-BLUM Party; PROVIDED, FURTHER that this Section 2.5(b)(ii) shall not shaxx xot apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying certifying in good faith goox xxith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Drag-Along Xxxice Notice with respect respxxx thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM approves (i) any merger, consolidation, axxxxamation amalgamation or other oxxxx business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock Common Stock held by it xx or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxxstatute, agreement among amxxx the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (a) If BLUM and/or its Affiliates Stockholders holding a majority of the outstanding shares of Company Common Stock (in such capacity, xxx "the “Dragging Parties”) receive a bona fide offer from a Person other than a Stockholder or an Affiliate of a Stockholder (a “Third Party"”) agree to Transfer to a Third Party or a group of Third Parties purchase (other than in a Public Offering) at least a majority of the shares of Company Common Stock beneficially owned Stock, whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction, and such offer is accepted by BLUM and its Affiliates at the time of such TrxxxxerDragging Parties, then each of the Non-BLUM Parties other Stockholders hereby agrees that, if requested xx xhe by the Dragging PartyParties, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, including the time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging PartyParties, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities shares equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Company Common Stock owned by BLUM and its Affiliates at it, multiplied by the time percentage of the Traxxxxr by then outstanding shares to which the Third Party Offer is applicable, and agrees not to exercise (iiand hereby expressly waives) the aggregate number any appraisal or dissenters’ rights available under any rule, regulation, statute, agreement, certificate of shares of Common Stock owned by such Nonincorporation, by-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange laws or conversion of other Equity Securities)otherwise in connection therewith. (b) The Dragging Party Parties will give notice (the "Drag- “Drag-Along Notice"”) to each of the Non-BLUM Parties other Stockholders of any proposed Transfer giving rxxx rise to the rights of the Dragging Party Parties set forth in Section 2.5(a) at least ten (10) calendar days prior as soon as practicable following the acceptance of the offer referred to such Transferin Section 2.5(a). The Drag-Along Notice will set forth the number of shares of Company Common Stock proposed to be so Transferred, the name of the Proposed TransfereeTransferee or acquiring Person, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party Parties will provide such information, to the extent reasonably available to the Dragging PartyParties, relating to such consideration as the Non-BLUM Parties other Stockholders may reasonably request in order tx xxaluate to evaluate such non-cash consideration), the number of Restricted Securities shares of Company Common Stock sought and the other terms and conditions of the proposed Transferoffer. The Dragging Parties will notify the other Stockholders at least 15 business days in advance of the closing of the sale of shares to the Third Party. In connection with any such Transferagreement, such Non-BLUM Parties shall other Stockholders will be obligated only to required (i) maxx xepresentations to make or agree to the same covenants, indemnities (with respect to all matters other than the Dragging Parties’ ownership of Company Common Stock) and agreements as the Dragging Parties so long as (A) the aggregate liabilities thereunder are borne on a pro rata basis based on the number of shares Transferred by each Stockholder and (B) the aggregate liabilities of each Stockholder do not exceed the aggregate net proceeds received by such Stockholder in connection with the sale of such shares to the Third Party, (ii) to make representations and warranties (and provide related indemnification) as to their respective individual Ownership ownership of Restricted Securities (and then only to the same extent such representations and warranties their Company Common Stock as are given by the Dragging Party Parties with respect to its Ownership such party’s ownership of Company Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect thereto, Stock and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transfereetransferee or acquiring Person. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party Parties must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM approves (i) any merger, consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then Each Stockholder hereby irrevocably constitutes and appoints each of the NonAS Investors the true and lawful attorney-BLUM Parties agrees in-fact of such Stockholder in the Stockholder’s name, place and stead to vote execute and deliver any agreements required to effectuate any transaction pursuant to this Section 2.5 on behalf of such Stockholder by giving each AS Investor full power and authority to do and perform each and every act and thing whatever requisite and necessary to be done in and about the foregoing as fully as such Stockholder might or could do if personally present, and hereby ratifies and confirms all shares that each AS Investor shall lawfully do or cause to be done by virtue thereof. The foregoing power of Commxx Xtock held attorney is coupled with an interest, is irrevocable and shall survive and be unaffected by it any subsequent disability, or its Affiliates to approve such Transaction and not to exercise any appraisal incapacity of the Stockholder (or dissenters' rights available to such Non-BLUM Parties under any ruleif the Stockholder is a corporation, regulationtrust, statuxxassociation, agreement among liability company or other legal entity, by the stockholders, the Certificate of Incorporation, the Bylaws dissolution or otherwisetermination thereof).

Drag-Along Rights. (a) If BLUM and/or its Affiliates Subject to the terms and conditions of this Section 6, and notwithstanding Section 2(b) herein, if the Trust proposes to sell seventy-five percent (in such capacity, xxx "Dragging Party"75%) agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority more of the shares of Common Stock beneficially owned by BLUM and its Affiliates at it then holds (the time "Drag Sale Shares") to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying related transactions for either (i) cash or unrestricted marketable securities that are traded on a fractionU.S. stock exchange, over the counter or on a bulletin board, or (Aii) any consideration so long as the numerator third party or parties that have proposed to purchase the Drag Sale Shares shall not become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of which more than fifty percent (50%) of the common stock of the ultimate parent company of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities that are convertible to shares of common stock of such ultimate parent company), or if there is no such ultimate parent company, so long as such third party or parties shall not become the aggregate number "beneficial owner", directly or indirectly of more than fifty percent (50%) of the total outstanding Common Stock or Voting Stock (as defined in Section 6(j) below) of the Company (assuming the execution of all outstanding stock options, stock warrants and stock rights, and conversion of all other securities of the Company that are convertible to shares of Common Stock or Voting Stock), the Trust shall be entitled to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx provide to the rights of the Dragging Party set forth in Section 2.5(a) Holder, at least ten (10) calendar days prior to the closing of such Transfer. The sale, written notice, in accordance with Section 15 herein, of its good faith intention to sell the shares of Common Stock, the name of the proposed transferee(s) (the "Proposed Transferee"), the price and other material terms under which the sale is proposed to be made and that it is requiring the Holder to exercise all or a portion of the Warrant, if any portion remains outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Required Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Drag-Along Notice will set forth Notice"), such that the total number of Shares to be sold to the Proposed Transferee by the Holder shall be equal to: C (A + B) x ----- D where: A = the number of Shares then held by the Holder, including the Required Exercise Shares; B = the number of shares of Common Stock subject to the outstanding, unexpired portion of the Warrant (if any) below, after taking into account the exercise required with respect to the Required Exercise Shares (but excluding any portion of the Warrant that is not subject to drag-along rights pursuant to Section 6(f) below); C = the number of Drag Sale Shares; and D = the total number of shares of Common Stock then held by the Trust, subject to the limitation that if the sale price to the Proposed Transferee is less than the then current Exercise Price, (i) the Holder shall not be required to exercise any portion of the Warrant in order to sell to the Proposed Transferee the Shares that could be obtained by such exercise, in connection with the proposed sale and (ii) that portion of the Warrant which the Holder would have been required to exercise under this Section 6 in the absence of the preceding clause (i), shall immediately expire and shall be and become void and of no value. The Holder shall be required to, and shall, comply with the terms of the Drag-Along Notice as long as it is consistent with the terms of this Section 6. The Shares to be sold by the Holder to the Proposed Transferee shall be sold to the Proposed Transferee at a purchase price equal to the product of (x) the number of such Shares, and (y) the per share sale price of the shares of Common Stock proposed to be so Transferred, sold by the name of Trust to the Proposed Transferee, . The Drag-Along Notice shall be deemed to be given and served on the proposed amount date that the Holder receives the Drag-Along Notice from the Company in accordance with Section 15. (b) Notwithstanding Section 2(b) herein and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, subject to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash considerationSection 6(i), the number Holder shall, within five (5) days of Restricted Securities sought and the other terms and conditions receipt of the proposed Transfer. In connection with any such Transfera Drag-Along Notice, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only deliver an Exercise Notice to the same extent such representations and warranties are given by the Dragging Party Company with respect to its Ownership of Common Stock), (ii) agree the Required Exercise Shares provided that the Exercise Date is deemed to pay its pro rata share (based on occur concurrently with the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements consummation of the selling Securityholders that survive transaction which is the closing subject of such the Drag-Along Notice. If the Holder does not deliver the Exercise Notice within the required 5-day period or delivers the Exercise Notice without the appropriate payment in cash for the exercise of the Warrant, or portion thereof, as appropriate, upon consummation of the transaction and do not relate which is the subject of the Drag-Along Notice the Holder will have been deemed to Ownership of Restricted Securities; provided, however that this have delivered a Cashless Exercise Notice to the Company in accordance with Section 2.5(b)(ii2(c) above. The Company's call rights under Section 4(a)(i) shall not apply if, no later than five to the Holder's exercise with respect to the Required Exercise Shares. (5c) calendar days Promptly after receipt of the Drag-Along Notice, the Holder shall deliver to the Trust, to hold in escrow pending closing of the transaction that is the subject of the Drag-Along Notice, stock certificates in its possession (if any) representing its shares of Common Stock to be transferred, properly endorsed for transfer to the Proposed Transferee. (d) The Trust shall, together with the Drag-Along Notice, provide to the Holder a fairness opinion from an independent appraiser or investment bank selected by the Trust regarding the transaction that is the subject of the Drag-Along Notice, provided that there shall be no such requirement if the Trust has obtained such a fairness opinion for itself with respect to the transaction that is the subject of the Drag-Along Notice. (e) The monetary value of any indemnity to be provided by the Holder to the Proposed Transferee under the terms of its sale of Shares in accordance with this Section 6 (which indemnity may also cover operational matters not the subject of the Holder's representations and warranties described in the following sentence) shall be in the same ratio to the monetary value of the indemnity provided by the Trust as the ratio of the relative value of the securities to be sold by each of the Holder and the Trust in any such sale, but in no case shall it exceed the monetary value of the consideration it receives pursuant to the terms of such sale. The Holder's representations and warranties shall be limited to enforceability, the ownership of the Shares to be transferred by such Holder, authority to transfer such Shares, that such Shares are free of liens and encumbrances as of the transfer date and other standard and customary non-operational representations and warranties. (f) If the Company has received a Put Notice from the Holder in accordance with Section 5(c) herein prior to delivery by the Trust to the Holder of a Drag-Along Notice, then the Trust shall not be entitled to exercise its drag-along right pursuant to Section 6(a) herein with respect to such portion of the Warrant that is the subject of such Put Notice, unless the per share sale price in connection with the transaction that is the subject of the Drag-Along Notice is greater than or equal to the Put Fair Value as of the date of delivery of such Drag-Along Notice by the Trust. (g) If upon the Trust's delivery of a Drag-Along Notice to the Holder there is a pending Exercise Date, Put Exercise Date and/or Put Effective Date, then the corresponding Exercise Notice and the 90-day waiting period under the last sentence of Section 2(b) or the corresponding Put Notice and the applicable waiting periods under Sections 5(e) and 5(f)), as the case may be, shall be tolled, as of the date of delivery of the Drag-Along Notice (the "Drag Toll Date") and the Exercise Date, the Put Exercise Date and/or Put Effective Date, as applicable, shall be suspended, and shall only be rescheduled in accordance with Section 6(j)(i) below. The suspended Exercise Date, Put Exercise Date and/or Put Effective Date, as applicable, and the corresponding Exercise Notice or Put Notice, as appropriate, shall be cancelled if the transaction that is the subject of the Drag-Along Notice is consummated within sixty (60) days of the date of delivery of the Drag-Along Notice by the FS EntitiesTrust to the Holder. (h) If the Trust delivers a Drag-Along Notice to the Holder in accordance with Section 6(a) following its delivery of a Tag-Along Notice to the Holder in accordance with Section 7(a), the FS Entities deliver to BLUM a certificate signed then such Tag-Along Notice, and any Participation Notice delivered by the FS Entities cxxxxfying Holder in good faith that they (x) do not desire to Transfer any connection with the Tag-Along Notice, shall be deemed cancelled and of no effect as of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in date of delivery of the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect theretothe Holder, and the Holder shall not be entitled to exercise such tag-along right. (iiii) agree Notwithstanding Section 6(b) above and subject to pay their proportionate share the limitations of Section 2(a) above, after receiving a Drag-Along Notice, the Holder shall be entitled to deliver to the Company an Exercise Notice relating to the portion of the reasonable costs incurred in connection with Warrant that is the subject of a Drag-Along Notice, provided that such Exercise Notice shall only be given effect if the transaction relating to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is terminated or is not consummated within 120 sixty (60) days from of the date of delivery of the Drag-Along NoticeNotice by the Trust, and further provided that no days that have passed from the Dragging Party must deliver another date of delivery to the Company of the Exercise Notice until the date of such termination or expiration, as appropriate, shall be counted for purposes of the waiting period under Section 2(b). (j) If the transaction that is the subject of a Drag-Along Notice delivered by the Trust to the Holder in order to exercise its rights under this accordance with Section 2.5 with respect to such Transfer 6(a) herein (the "Drag Transaction") is terminated or any other Transfer.is not consummated within sixty (60) days of the date of delivery of the Drag-Along Notice by the Trust, then (c) If BLUM approves (i) notwithstanding anything contained herein to the contrary, any mergerExercise Date, consolidationPut Exercise Date and/or Put Effective Date that was/were suspended pursuant to Section 6(g) above shall each be deemed reinstated, axxxxamation but no days that have passed from the Drag Toll Date until the date of termination of the Drag Transaction or other business combination involving the Company date as of which the above noted sixty-day period has elapsed, as appropriate, shall be counted for purposes of the waiting periods under Sections 2(b), 5(e) and 5(f), and the corresponding election to exercise or any put the Warrant, or portion thereof, and the corresponding Exercise Notice or Put Notice, shall be deemed reinstated and effective subject to the rescheduled date of its Subsidiaries or the Exercise Date, the Put Exercise Date and/or Put Effective Date, as appropriate, to reflect the provisions of this Section 6(j)(i); and (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the NonDrag-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwiseAlong Notice shall be deemed voided.

Drag-Along Rights. (ai) If BLUM and/or its Affiliates Subject to the provisions of Section 13.12 ("Right of First Offer"), in the event that at any time any Kelso Member (A) proposes to Transfer Interests or Special Membership Interests in the Company, other than any Transfer to an Affiliate of Kelso, and such Interests or Special Membership Interests would reprexxxx, together with all Interests and Special Membership Interests previously Transferred by the Kelso Members, more than 75% of the aggregate Interests and Special Mxxxxxship Interests, taken together, held by the Kelso Members or (B) desires to effect an Exit Event, the Kelso Members shall have the right (the "Drag-Along Right"), upon wrixxxx notice to the other Members, to require that each other Member join pro rata in such capacity, xxx "Dragging Party") agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM and its Affiliates at the time of such Trxxxxer, then each of the Non-BLUM Parties hereby agrees that, if requested xx xhe Dragging Party, it will Transfer to such Third Party sale on substantially the same terms (including with respect to representations, warranties and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)indemnification) as the selling Kelso Members, provided, however, that any representations and warranxxxx relating specifically to any Member shall only be made by that Member and any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser; provided, further, however, that the form or forms of consideration to be paid and given received by Kelso or any Kelso Member in connection with the proposed sale may be xxxxerent frxx xxat received by the other Members so long as the value of the consideration to the Dragging Party, be received by Kelso or any Kelso Member is the same portion or less (with respect to each ox xxx Interests and Special Membership Interests being sold) than what they would have received had they received the same form or forms of consideration as the other Members (as reasonably determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its AffiliatesBoard in good faith). Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to Notwithstanding the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferredforegoing, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) Kelso Members shall not apply if, no later than five (5) calendar days after receipt of be permitted to exercise the Drag-Along Notice by Right for a period of 18 months following the FS Entities, date hereof (the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they "Kelso Restriction Period") unless (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM had not otherwise delivered a Drag- Along Xxxice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. (c) If BLUM approves (i) any merger, consolidation, axxxxamation or other business combination involving the Company or any of its Subsixxxxxes is in default under any Financing Document or (y) for any fiscal quarter, in the good faith reasonable judgment of the Board, the Company and its Subsidiaries have failed to meet or exceed 75% of targeted EBITDA (as set forth in most recently business plan approved by the Board) for such period as set forth in the most recent business plan approved by the Board for such period. For purposes of this Section 13.10, for each Member, "joining the Kelso Members in such sale" shall include voting its Interests consisxxxxxy with the Kelso Members, transferring its Interests or Special Membership Interxxxx to a corporation organized in anticipation of such sale in exchange for capital stock or other securities of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Kelso Members and providing such other cooperation as the Kelso Membexx xxy reasonably request. (ii) Any Exit Event may bx xxxuctured as an auction and may be initiated by the delivery to the Company and the other Members of a written notice that Kelso has elected to initiate an auction sale of procedure. Kelso shall xx xxtitled to take all steps reasonably necessary to carxx xxt an auction of the business or assets ofCompany, or substantially all of the assets ofincluding, the Company or any of its Subsidiaries without limitation, selecting an investment bank, providing confidential information (any of the foregoing events, a "Transaction"pursuant to confidentiality agreements), then selecting the winning bidder and negotiating the requisite documentation. The Company and each Member shall provide assistance with respect to these actions as reasonably requested. (iii) In the event the Kelso Members sell less than 100% of their Interests and Special Membership Interests in the Non-BLUM Parties agrees to vote all shares aggregate in the Company, joining "pro rata in such sale" shall be based on relative Capital Contributions and Special Membership Interest Aggregate Funds unless the Compensation Committee deems the provisions of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwiseArticle X operative.

Drag-Along Rights. (a) If BLUM and/or its Affiliates (in such capacity, xxx "Dragging Party") agree In the event that Flax and Xxxxxxxxxx desire to Transfer collectively all of their Shares to a Third Party or a group of Third Parties single Transferee (other than a Permitted Transferee) or in a Public Offering) a majority single transaction, and the Company and the Remaining Shareholders do not exercise their rights of first refusal set forth in Section 3 and purchase all of the shares of Common Stock beneficially owned by BLUM and its Affiliates at the time of such TrxxxxerOffered Shares, then each Flax and Xxxxxxxxxx shall have the right to require all of the Non-BLUM CPK Parties hereby agrees thatto Transfer all of their Shares, if requested xx xhe Dragging Party, it will Transfer to such Third Party on upon the same terms and conditions and for the same purchase price as Flax and Xxxxxxxxxx intend to sell all of their Shares of the Company, if requested by Flax and Xxxxxxxxxx, by providing written notice of the proposed Transfer to all of the CPK Parties setting forth in reasonable detail the terms of the proposed Transfer; provided, however, that no CPK Party shall be required to Transfer any of its Shares to such single Transferee unless the aggregate consideration received in exchange for all Shares so Transferred (a) is in the form of cash or Freely Tradable Stock, or both, (b) is first allocated such that each share of Series A Preferred Stock so Transferred receives no less than its full Liquidation Preference then in effect, and (c) after the allocation of a portion of such consideration in satisfaction of all such Liquidation Preferences of the then outstanding shares of Series A Preferred Stock, and all liquidation preferences of any other shares of Preferred Stock then outstanding, the remaining aggregate consideration received in exchange for all Shares so Transferred is allocated, on an as converted- to-common basis, to (i) the holders of shares of Series A Preferred Stock so Transferred, (ii) the holders of shares of Common Stock so Transferred, and (iii) the holders of all other shares of Preferred Stock so Transferred having a right to a portion of such consideration. The CPK Parties shall deliver at such closing documents transferring all of the Shares held by the CPK Parties, duly executed for transfer, and shall be entitled to receive the proceeds (after deduction of transfer taxes and fees not paid by purchaser and other expenses directly attributable to the transfer of such Shares) allocable to the Transfer thereof. The CPK Parties further agree to timely take all such other actions as Flax and Xxxxxxxxxx reasonably request in connection with such proposed Transfer; provided, however, that when taking such other actions, such CPK Parties shall only be required to make representations and warranties and agree to covenants and indemnities that are substantially similar to those made by Flax and Xxxxxxxxxx with respect to such CPK Parties’ ownership of such Shares and those matters necessary for such CPK Parties’ to be able to effectuate the Transfer of such Shares to such proposed Transferee, including, without limitation, time of payment representations and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being Xxxnsferred by BLUM and its Affiliates. Each Non-BLUM Party xxx be required to sell pursuant to xxxs Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM and its Affiliates and (B) the denominatox xx which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Traxxxxr by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all sxxxxs of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). (b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving rxxx to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, warranties relating to such consideration as CPK Parties’ authorization to transfer such Shares, and that the Non-BLUM Parties may reasonably request in order tx xxaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Parties shall be obligated only to (i) maxx xepresentations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing Transfer of such transaction and do Shares by such CPK Parties will not relate to Ownership of Restricted Securities; provided, however that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM a certificate signed by the FS Entities cxxxxfying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant require any third party consent or (z) conflict with or result in a violation or breach or default of any contract to Section 2.4 hereto in connection with which such proposed Transfer if BLUM had not otherwise delivered CPK Parties are a Drag- Along Xxxice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer party or any other Transfer. (c) If BLUM approves (i) any mergergovernmental law, consolidation, axxxxamation or other business combination involving the Company or any of its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of Commxx Xtock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Parties under any rule, ordinance or regulation, statuxx, agreement among the stockholders, the Certificate of Incorporation, the Bylaws or otherwise.