Common use of Drag Along Clause in Contracts

Drag Along. (a) If one or more Class A Members elect to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related transactions more than 50% of the total Class A Membership Interest, pursuant to which each Class A Member receives the consideration in accordance with Section 13.9(d) (a “Sale Event”), then, upon ten (10) Business Days written notice from such Class A Members to the Class B Members, which notice shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred (the “Sale Request”), each Class B Member shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B Membership Interest held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership Interest, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, the terms and conditions agreed to by the Class B Members shall be substantially the same as the terms and conditions agreed to by such Class A Members. (b) The provisions of Section 13.9(a) shall not apply to any other Permitted Transfer. (c) If the Sale Event has not occurred within 90 Days of the date of the Sale Request, the provisions of Section 13.9(a) applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a) only if the consideration to be received in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest.

Drag Along. If the Investor does not exercise the rights set forth in the foregoing paragraph (a) If one ), then any Class B Entity that is Transferring Shares to a Person (other than any Class B Entity or more any Qualified Parties or Controlled Subsidiaries of a Class A Members elect to Transfer to B Entity or any Person that before entering into the definitive documentation relating to such Transfer was an Associate or Persons Affiliate of any Class B Entity or of a Qualified Party of a Class B Entity) in a bona fide arms’-length transaction or series of related transactions more than pursuant to which such Person, together with Affiliates and Associates of such Person (excluding from such Affiliates or Associates any Class B Entity or any Qualified Parties or Controlled Subsidiaries of any Class B Entities) (a "Drag-Along Transaction"), would become the Beneficial Owner of Voting Securities of Parent that have the power to cast at least 50% of the total Class A Membership Interest, pursuant votes entitled to which each Class A Member receives the consideration be cast in accordance with Section 13.9(d) (a “Sale Event”), then, upon ten (10) Business Days elections of directors of Parent may give written notice from such Class A Members to the Class B Members, which notice shall include reasonable details Investor during the period expiring on the close of business on the tenth business day following the expiration of the proposed Transfer, including five business day period set forth in the proposed time and place of closing, foregoing paragraph (a) requiring the consideration Investor to be received and the percentage Transfer such number (but no less or more than such number) of the Class A Membership Interest Shares then Beneficially Owned by the Investor that is the same in proportion to the total number of Shares that are Beneficially Owned by the Investor as the proportion of the number of Shares being or to be Transferred (the “Sale Request”), each Class B Member shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B Membership Interest held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership Interest, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, the terms and conditions agreed to by the Class B Members shall be substantially Entities concurrently to such Person in the same as transaction or series of transactions constituting the Drag-Along Transaction to the number of Shares that are Beneficially Owned by the Class B Entities on terms (including the form and amount of, and the time of receipt of, consideration therefor) and conditions agreed no less favorable in all material respects to by such Class A Members. (b) The provisions of Section 13.9(a) shall not apply to any other Permitted Transfer. (c) If the Sale Event has not occurred within 90 Days of the date of the Sale Request, the provisions of Section 13.9(a) those applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a) only if the consideration to be received in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon Entity (iand its Affiliates and Associates) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interestin connection with such Transfer.

Drag Along. (a) If In the event one or more Class A Members elect Member(s) (the “Dragging Member”) proposes a sale of all Member Interests owned by such Member(s), which Member Interests constitutes at least fifty-one percent (51%) of the outstanding Member Interests of the Company, in one or more related transactions to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related transactions more third party purchaser on an arm’s length basis, the Dragging Member will have the right (the “Drag-Along Right”) to require all (but not less than 50% all) of the total Class A Membership Interest, pursuant to which other Members (each Class A Member receives the consideration in accordance with Section 13.9(d) (a “Sale EventDrag-Along Member” and collectively, the “Drag-Along Members”), then, upon ten ) to sell all their Member Interests by providing a notice (10the “Drag-Along Notice”) Business Days written notice from such Class A Members to the Class B Drag-Along Members. The Drag-Along Notice shall include: (i) a statement of the Dragging Member’s bona fide intent to sell the requisite number of Member Interests, which notice shall include reasonable details (ii) the name and address of the proposed Transferpurchaser, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred (the “Sale Request”), each Class B Member shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B Membership Interest held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership Interest, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, the terms and conditions agreed to by the Class B Members shall be substantially the same as the terms and conditions agreed to by such Class A Members. (b) The provisions of Section 13.9(a) shall not apply to any other Permitted Transfer. (c) If the Sale Event has not occurred within 90 Days of the date of the Sale Request, the provisions of Section 13.9(a) applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a) only if the consideration to be received in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (iiii) the deemed value of the Company implied by the price total consideration to be paid by the prospective Transferee purchaser for Member Interests collectively, which must be in cash or obligations to pay cash, (iv) the Sharing Percentage attributable other terms and conditions of the proposed transfer including the closing date of the transaction, and (v) such other information as the recipient of the Drag-Along Notice may reasonably request. Notwithstanding the terms of any offer of the proposed purchaser or in the Drag-Along Notice, the amount of any consideration payable to Members with respect to Member Interests shall be allocated (i) first to Clean Energy in the Class A Membership Interest amount the Adjusted Capital Return, determined as of the date of transfer, and (ii) thereafter among Members in proportion to their respective numbers of Member Interests. The Drag-Along Rights may be exercised without following the resulting relative value requirements of Section 13.2 c and, if a Drag-Along Notice is given, the Sharing Percentage attributable procedures of Section 13.9 may not be invoked unless and until there is not reasonable possibility that a sale pursuant to the Class B Membership InterestDrag-Along Notice will occur.

Drag Along. (ai) If one or more Class A Members elect At any time from and after the 3rd anniversary from the date hereof, all Unitholders hereby agree, if requested by the RAH Member pursuant to a Transfer Notice to the Unitholders at least 30 days prior to any Person or Persons such Transfer, to sell the Drag Along Sale Amount of the Units then held by the Unitholders to the purchaser specified in such Transfer Notice, in the manner and on the same contract terms set forth in this Transfer Notice (including without limitation, making the same representations, warranties, covenants, indemnities, and agreements as the RAH Members), to a bona fide arms’-length transaction or series of related transactions more than 50% prospective purchaser that is not an Affiliate of the total Class A Membership InterestRAH Member, pursuant provided that in any such sale the RAH Member must sell all Units then held by the RAH Member. Notwithstanding anything to the contrary herein, in any Transfer to which each Class A this Section applies the Company shall, or shall cause the prospective transferee to redeem all of the Preferred Units in cash by wire transfer of immediately available funds at a redemption price equal to the Preferred Redemption Value for such Units, such redemption to occur at or before the time the RAH Member receives proceeds from the consideration in accordance with Section 13.9(d) (a “Sale Event”)sale of Units. The "DRAG ALONG SALE AMOUNT", then, upon ten (10) Business Days written notice from such Class A Members to shall equal the Class B Members, which notice shall include reasonable details number of Units required by the proposed Transfer, including the proposed time and place of closing, the consideration purchaser to be received and included in such sale less any Units being sold by the percentage of the Class A Membership Interest to be Transferred (the “Sale Request”), each Class B Member shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B Membership Interest held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership Interest, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); RAH Member. (ii) executeIn furtherance of Section 8.2(b)(i), deliver and agree to be bound by it is the terms intent of any agreement for the Transfer of such Class B Membership Interest and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, parties that, in a transaction in which drag-along rights apply, the terms and conditions agreed to by the Class B Members aggregate sale proceeds shall be substantially divided proportionately with respect to the same as Unitholders based on the terms and conditions agreed to by such Class A Members. (b) The provisions of Section 13.9(a) shall not apply to any other Permitted Transfer. (c) If the Sale Event has not occurred within 90 Days Unitholders' respective shares of the date liquidation proceeds that Unitholders would receive, respectively, in the event of the Sale Request, the provisions of Section 13.9(a) applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a) only if the consideration to be received in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value hypothetical liquidation of the Company at the enterprise value implied by the price proposed sales price; and appropriate adjustments will be made to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value take account of the Sharing Percentage attributable to participation of the Class B Membership InterestPreferred Units, however in any event the Preferred Units shall receive the Preferred Redemption Value for such Units.

Drag Along. (a) If one or more Class A Members Sponsor Holders elect to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related transactions more than 50% of the total number of outstanding Class A Membership InterestUnits held by the Sponsor Holders, pursuant to which each holder of Class A Member Units receives the consideration in accordance with Section 13.9(d6(d) of this Exhibit B (a “Sale Event”), then, upon ten (10) Business Days written notice from such Class A Members the Sponsor Holders to the holders of Class B MembersUnits, which notice shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Sponsor Holders’ Class A Membership Interest Units to be Transferred (the “Sale Request”), each holder of Class B Member Units shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B Membership Interest held by such Class B Member Units as the percentage of the Class A Membership Interest such Class A Members Units the Sponsor Holders are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership Interest, if any and as applicableUnits, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest Units and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, notwithstanding anything herein to the contrary, in connection with any Transfer pursuant to this Section 6, the representations and warranties to be made by each holder of Class B Units in such agreement shall be limited to matters that specifically relate to such holder such as due organization and authorization, no violation, title and ownership and investor status, and each holder shall have no obligation to make representations and warranties as to the Company or others; and provided, further, that each holder of Class B Units may be required to indemnify the Transferee on a several basis on terms and conditions agreed to no less favorable than the indemnification provided by the Sponsor Holders to the Transferee, which such indemnification liability for all matters other than unit title and ownership shall not exceed the value of the consideration received by each holder of Class B Members shall be substantially the same as the terms and conditions agreed to by Units in connection with such Class A MembersTransfer. (b) The provisions of Section 13.9(a6(a) of this Exhibit B shall not apply to any Transfer (i) pursuant to or after a Company Public Offering or (ii) pursuant to any other Permitted Transfer. (c) If the Sale Event has not occurred within 90 Days days of the date of the Sale Request, the provisions of Section 13.9(a6(a) of this Exhibit B applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members Sponsor Holders may exercise their right under Section 13.9(a6(a) of this Exhibit B only if the consideration to be received in respect of the Class B Membership Interest to be sold to Units in connection with the prospective Transferee Sale Event shall be determined based upon (i) the deemed fair market value of the Company implied by the price value of the consideration to be paid by received in the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest Sale Event and (ii) the resulting relative value values of the Sharing Percentage attributable Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the Class B Membership Interestholders of Units in accordance with Section 8.02.

Drag Along. (a) If one At any time prior to the consummation of a Qualified IPO or more a Disposition by CEC and its Affiliates of all or substantially all of its Class A Members elect Units in one transaction or a series of related transactions, CEC may elect, by at least fifteen (15) days written notice to Transfer the Board of Managers (a “Company Sale Notice”), to cause (i) all Unitholders to consummate a Disposition to any Person or Persons in a bona fide arms’-length transaction or series of related transactions more than 50% all of the total outstanding Units of the Company (any such transaction, a “Company Sale”) or (ii) a Qualified IPO (an “Approved IPO”); provided, however, that once CEC has provided the Company Sale Notice in accordance with this Section 9.3(a), CEC shall be entitled to take (or cause the Company or Board of Managers to take) all steps reasonably necessary to carry out (x) a sale of Class A Membership InterestUnits, pursuant including selecting an investment bank, providing confidential information to which each Class A Member receives the consideration potential acquirers in accordance with Section 13.9(d12.12, and negotiating the requisite documentation notwithstanding the fact that no specific acquirer or transaction shall have been identified to effect the Company Sale as of the date of the Company Sale Notice or (y) an Approved IPO, including selecting underwriters, providing confidential information to underwriters in accordance with Section 12.12 and negotiating requisite documentation. (b) No later than the later of (i) thirty (30) days after delivery of a “Company Sale Event”), then, upon ten Notice or (10ii) thirty (30) Business Days written notice from such Class A Members prior to the Class B Membersconsummation of a Company Sale or Approved IPO, which the Board of Managers shall notify each Unitholder, in writing, of the election by CEC to initiate a Company Sale or an Approved IPO and such notice shall include describe in reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred (the “Sale Request”), each Class B Member shall be obligated to, and shall detail (i) Transfer in the case of a Company Sale, the name of the Person to whom such Company Sale is being made; (ii) the proposed date of the consummation of such Company Sale or Approved IPO; (iii) the material terms of such Company Sale or Approved IPO and deliver, (iv) a copy of any form of agreement or cause prospectus or other offering document proposed to be Transferred executed in connection with such Company Sale or Approved IPO. (c) Each Unitholder agrees that upon receipt of a Company Sale Notice it will (i) take such action as may reasonably be required, including voting its Units in any such Company Sale, and delivered(ii) cause its designated Managers to take such action required, to approve and cause such Person the same percentage of the Class B Membership Interest held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership InterestCompany Sale or Approved IPO, if any and as applicable, at to promptly be consummated. In the closingevent of a Company Sale involving a Disposition of all of the outstanding Units of the Company, each Unitholder shall be required to Dispose of all their Units in such Company Sale free and clear of all Claims Liens (other than Liens created by this Agreement or restrictions on transfer pursuant to federal and Encumbrancesstate securities laws). (d) CEC shall have the right in connection with any such Company Sale or Approved IPO, together as applicable, to require the Company and the other Members to cooperate fully with unit powers duly endorsed); potential acquirors or underwriters, as applicable, in such prospective Company Sale or Approved IPO, as applicable, by taking all customary and other actions reasonably requested by CEC or such potential acquirors or underwriters, as applicable, including (i) with respect to the Company, making its properties, books and records, and other assets reasonably available for inspection by such potential acquirors or underwriters, as applicable, (ii) executewith respect to the Company, deliver establishing a data room including materials customarily made available to potential acquirors or underwriters, as applicable, in connection with such processes, (iii) subject to Section 9.3(e)(iii), making customary representations and agree warranties to be bound by such potential acquirors or underwriters, as applicable, and, with respect to any Member who is an employee of the Company and subject to the terms of any Grant Letter or other agreement between the Company and such Member, agreeing to customary non-competition restrictions, (iv) with respect to the Company, making its employees reasonably available for presentations, interviews, road shows and other diligence activities, in each case subject to reasonable and customary confidentiality provisions. The Company and each Unitholder shall provide assistance with respect to these actions as reasonably requested by CEC. In connection with any Approved IPO, CEC, the Transfer Class B Unitholders and the Company shall enter into a mutually acceptable registration rights agreement, which agreement shall provide, inter alia, CEC with customary demand registration rights and CEC and the Class B Unitholders with customary “piggyback” registration rights (including with respect to the Approved IPO, on a pro rata basis, to the extent that CEC is a selling stockholder in such offering). (e) Notwithstanding anything contained in this Section 9.3, the obligation of the Unitholders to participate in any Company Sale or Approved IPO is subject to the following conditions: (i) the terms and conditions of such Class B Membership Interest Company Sale shall be the same for all Unitholders and upon the consummation of such Company Sale, all of the Unitholders participating therein will receive the same form of consideration, the amount of consideration shall be allocated in accordance with Section 5.1, and no Unitholder or any of its Affiliates will receive any payment or other agreementconsideration of any nature whatsoever from the transferee in connection with or arising from such Company Sale or Approved IPO other than the consideration allocated to the Unitholders in accordance with Section 5.1; (ii) in connection with any Approved IPO in which the Company acts as issuer, instrument or certificates necessary each holder of Units will receive securities issued in connection with such Approved IPO having a value equal to effectuate the same proportion of the sum of (1) the estimated aggregate net proceeds to the equity holders of the Company selling securities in the Approved IPO (less the reasonably estimated expenses of such TransferApproved IPO to such equity holders), plus (2) the aggregate Pre-IPO Value that such holder would have received if all of the Company’s cash and other property had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 5.1 as in effect immediately prior to such distribution assuming that the value of the Company immediately prior to such liquidation distribution was equal to the sum of such estimated aggregate net proceeds described in clause (1) above and the Pre-IPO Value; provided, however, thatthat the securities issued in the Approved IPO with respect to unvested Class B Units shall remain subject to vesting in accordance with, and to the extent provided in, the terms and conditions agreed to by applicable Grant Letter; provided further, however, that if (x) the foregoing provisions would result in the holders of Class B Members Units receiving only a nominal amount of such securities or none, then the Board may elect to have such Class B Units canceled for no consideration. For the sake of clarity, CEC may elect in connection with a proposed Approved IPO where a subsidiary of the Company or another entity that is not the Company or its successor is the issuer in such Approved IPO to not cause the foregoing exchange in connection therewith and, to the extent such exchange does not occur, this Agreement will continue in effect after an Approved IPO in accordance with its terms; (iii) in connection with any Company Sale or Approved IPO, no Unitholder other than CEC shall be substantially the same as the terms (A) required to make any representations and conditions agreed warranties other than representations and warranties solely with respect to by such Class A Members. Unitholder, (bB) The provisions of Section 13.9(a) shall not apply liable for any indemnification obligations to any other Permitted Transfer. (c) If the Sale Event has not occurred within 90 Days of the date of the Sale Request, the provisions of Section 13.9(a) applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a) only if the consideration to be received potential purchaser or underwriter in respect of such representations on a joint, rather than several, basis, and in no event with respect to an amount in excess of the Class B Membership Interest net cash proceeds paid to be sold such Unitholder in such transaction, and (C) subject to any escrow, holdback or similar arrangement relating to such transaction other than on a pro rata basis with CEC and, in no event with respect to an amount in excess of the prospective Transferee net cash process paid to such Unitholder in such transaction; (iv) no Unitholder shall be determined based upon required to take any action in connection with any Company Sale or Approved IPO that would cause such Unitholder to spend money or incur liabilities (i) the deemed value of the Company implied by the price to be other than de minimis expenses or expenses paid by the prospective Transferee for the Sharing Percentage attributable Company pursuant to the Class A Membership Interest and clause (iiv) below); and (v) the resulting relative value of Company shall be obligated to pay any expenses incurred by the Sharing Percentage attributable to the Class B Membership InterestCompany in connection with any Company Sale or Approved IPO, whether or not such Company Sale or Approved IPO is consummated, including bankers’ fees, attorneys’ fees and accountants’ fees.

Drag Along. (a) If one or more Class A Members elect to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related transactions more than 50% twenty-five percent (25%) of the total Class A Membership Interest, pursuant to which each Class A Member receives the consideration in accordance with Section 13.9(d14.8(d) (a “Sale Event”), then, upon ten (10) Business Days written notice from such Class A Members to the Class B C Members, which notice shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred (the “Sale Request”), each Class B C Member shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B C Membership Interest held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B C Membership Interest, if any and as applicableany, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B C Membership Interest Interest, and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, the terms and conditions agreed to by the Class B C Members shall be substantially the same as the terms and conditions agreed to by such Class A Members, but subject to Section 14.8(d) and (e). (b) The provisions of Section 13.9(a14.8(a) shall not apply to any other Permitted Transfer. (c) If the Sale Event has not occurred within 90 Days of the date of the Sale Request, the provisions of Section 13.9(a14.8(a) applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a14.8(a) with respect to a Class C Membership Interest only if the consideration to be received in respect of the Class B C Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value distributions that would be made in respect of the Sharing Percentage attributable Class C Membership Interest under Section 5.4 if the Company were dissolved pursuant to Section 13.1 and the distributions described in Section 13.2(a)(iii)(C) were all made on the date of such Transfer. (e) Section 14.7(d) shall apply in respect of all matters described in this Section 14.8 notwithstanding anything herein to the Class B Membership Interestcontrary.

Drag Along. (a) If one or more Class A Members elect B▇▇▇▇▇▇ Entities proposes to Transfer effect a Drag Along Sale, such B▇▇▇▇▇▇ Entities may, at their option, require all other holders of Membership Interests to any Person or Persons transfer in a bona fide arms’-length transaction or series of related transactions more than 50% such Drag Along Sale their respective Drag Along Portion of the total Class A Membership InterestInterests then held by such other holders on the same terms and conditions, subject to the same agreements and for the same consideration, as such B▇▇▇▇▇▇ Entities pursuant to which the terms of this Section 8.06(b), in each Class A Member receives case, subject to Section 7.04. (i) In the consideration in accordance with Section 13.9(devent of a proposed Drag Along Sale, the B▇▇▇▇▇▇ Entities that are parties to such sale (or Barnes&Noble on their behalf) shall provide to each other holder of Membership Interests not later than the 30th day prior to the proposed Drag Along Sale: (A) a written notice of the terms and conditions of such Drag Along Sale (a “Drag Along Notice”) together with a statement asserting each such holder’s obligation to participate in such Drag Along Sale Event”on the same terms and conditions, subject to the same agreements and for the same consideration, as such B▇▇▇▇▇▇ Entity, (B) the purchase agreement (or similar instrument of transfer), thenincluding all attachments and schedules, upon ten that is the subject of such Drag Along Sale and (10C) Business Days written notice from such Class A Members to the Class B Members, which notice shall include reasonable details a summary of the material terms of any other proposed Transfercontemporaneous or related commercial or similar arrangements between any B▇▇▇▇▇▇ Entity (or any Affiliate of Barnes&Noble, including other than the Company and any direct or indirect Subsidiary of the Company) and the proposed time and place transferee in such Drag Along Sale, subject to customary confidentiality agreements. (ii) Each holder of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred (the “Sale Request”), each Class B Member Interests that receives a Drag Along Notice shall be obligated to, and shall (i) Transfer and deliver, or cause required to be Transferred and delivered, to such Person the same percentage of the Class B Membership Interest held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring participate in the same transaction at Drag Along Sale on the closing thereof terms and conditions set forth in the Drag Along Notice (and will deliver certificates for all of such Class B Membership Interestsubject to this Section 8.06(b)(ii)) and, if any and as applicablesuch Drag Along Sale involves a merger or consolidation, at the closing, free and clear each holder of all Claims and Encumbrances, together Membership Interests that receives a Drag Along Notice with unit powers duly endorsed); (ii) execute, deliver and agree respect to such Drag Along Sale shall be bound by the terms required to vote in favor of any agreement for the Transfer of or consent in writing to such Class B Membership Interest and any other agreement, instrument merger or certificates necessary to effectuate such Transferconsolidation; provided, however, thatthat notwithstanding anything to the contrary contained herein, no such holder shall be subject to the provisions of this Section 8.06(b) if in the Drag Along Sale such holder: (A) is required to make any representations or warranties in such Drag Along Sale other than as to such holder’s ownership and authority to sell, free of liens, claims and encumbrances, the terms Membership Interests proposed to be sold by such holder, and conditions agreed as to the due authorization, execution, delivery and enforceability of the definitive documents entered into by such holder in connection with such Drag Along Sale; (B) is required to be subject to an obligation for indemnification or other liability that (X) relates to the representations, warranties or covenants made by any other holder of Membership Interests and relating to such holder’s ownership of Membership Interests or (Y) is in excess of either (I) the aggregate purchase price that such holder actually receives in such transaction or (II) the obligation for indemnification or other liability applicable to the B▇▇▇▇▇▇ Entities in the Drag Along Sale (as appropriately adjusted for the relative portion of the Drag Along Sale that is represented by the Class B Members Drag Along Portion); or (C) is subject to any obligations that are different and adverse (taking into account the relative positions of any such holder to any B▇▇▇▇▇▇ Entities in such transaction) as compared to any B▇▇▇▇▇▇ Entities in such transaction or is subject to any non-compete or non-solicit or similar covenant. All out of pocket costs and expenses incurred by any holder in connection with a Drag Along Sale shall be substantially paid by such holder. In connection with any Drag Along Sale, the closing of the sale of Membership Interests held by any B▇▇▇▇▇▇ Entity and the closing of the sale of Membership Interests held by any holder of Membership Interests that receives a Drag Along Notice shall each occur on the same as the terms and conditions agreed to by such Class A Membersdate. (biii) The provisions Notwithstanding the foregoing, any B▇▇▇▇▇▇ Entity that delivers a Drag Along Notice pursuant to this Section 8.06(b) may at any time prior to consummation of Section 13.9(a) shall not apply to a Drag Along Sale terminate the proposed sale and any concomitant drag along obligations of other Permitted Transferholders of Membership Interests. (c) If the Sale Event has not occurred within 90 Days of the date of the Sale Request, the provisions of Section 13.9(a) applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a) only if the consideration to be received in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest.

Drag Along. (a) If one or more Class A Members Sponsor Holders elect to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related transactions more than 50% of the total number of outstanding Class A Membership InterestUnits held by the Sponsor Holders, pursuant to which each holder of Class A Member Units receives the consideration in accordance with Section 13.9(d6(d) of this Exhibit B (a “Sale Event”), then, upon ten (10) Business Days written notice from such Class A Members the Sponsor Holders to the holders of Class B MembersUnits, which notice shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Sponsor Holders’ Class A Membership Interest Units to be Transferred (the “Sale Request”), each holder of Class B Member Units shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B Membership Interest held by such Class B Member Units as the percentage of the Class A Membership Interest such Class A Members Units the Sponsor Holders are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership InterestUnits, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest Units and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, notwithstanding anything herein to the contrary, in connection with any Transfer pursuant to this Section 6, the representations and warranties to be made by each holder of Class B Units in such agreement shall be limited to matters that specifically relate to such holder such as due organization and authorization, no violation, title and ownership and investor status, and each holder shall have no obligation to make representations and warranties as to the Company or others; and provided, further, that each holder of Class B Units may be required to indemnify the Transferee on a several basis on terms and conditions agreed to no less favorable than the indemnification provided by the Sponsor Holders to the Transferee, which such indemnification liability for all matters other than unit title and ownership shall not exceed the value of the consideration received by each holder of Class B Members shall be substantially the same as the terms and conditions agreed to by Units in connection with such Class A MembersTransfer. (b) The provisions of Section 13.9(a6(a) of this Exhibit B shall not apply to any Transfer (i) pursuant to or after a Company Public Offering or (ii) pursuant to any other Permitted Transfer. (c) If the Sale Event has not occurred within 90 Days days of the date of the Sale Request, the provisions of Section 13.9(a6(a) of this Exhibit B applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members Sponsor Holders may exercise their right under Section 13.9(a6(a) of this Exhibit B only if the consideration to be received in respect of the Class B Membership Interest to be sold to Units in connection with the prospective Transferee Sale Event shall be determined based upon (i) the deemed fair market value of the Company implied by the price value of the consideration to be paid by received in the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest Sale Event and (ii) the resulting relative value values of the Sharing Percentage attributable Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the Class B Membership Interestholders of Units in accordance with Section 8.02.

Drag Along. (a) If one or more Class A Members Sponsor Holders elect to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related transactions more than 50% of the total number of outstanding Class A Membership InterestUnits held by the Sponsor Holders, pursuant to which each holder of Class A Member Units receives the consideration in accordance with Section 13.9(d6(d) of this Exhibit B (a “Sale Event”), then, upon ten (10) Business Days written notice from such Class A Members the Sponsor Holders to the holders of Class B MembersUnits, which notice shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Sponsor Holders’ Class A Membership Interest Units to be Transferred (the “Sale Request”), each holder of Class B Member Units shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B Membership Interest held by such Class B Member Units as the percentage of the Class A Membership Interest such Class A Members Units the Sponsor Holders are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership InterestUnits, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest Units and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, notwithstanding anything herein to the contrary, in connection with any Transfer pursuant to this Section 6, the representations and warranties to be made by each holder of Class B Units in such agreement shall be limited to matters that specifically relate to such holder such as due organization and authorization, no violation, title and ownership and investor status, and each holder shall have no obligation to make representations and warranties as to the Company or others; and provided, further, that each holder of Class B Units may be required to indemnify the Transferee on a several basis on terms and conditions agreed to no less favorable than the indemnification provided by the Sponsor Holders to the Transferee, which such indemnification liability for all matters other than unit title and ownership shall not exceed the value of the consideration received by each holder of Class B Members shall be substantially the same as the terms and conditions agreed to by Units in connection with such Class A MembersTransfer. (b) The provisions of Section 13.9(a6(a) of this Exhibit B shall not apply to any Transfer (i) pursuant to or after a Company Public Offering or (ii) pursuant to any other Permitted Transfer. (c) If the Sale Event has not occurred within 90 Days days of the date of the Sale Request, the provisions of Section 13.9(a6(a) of this Exhibit B applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members Sponsor Holders may exercise their right under Section 13.9(a6(a) of this Exhibit B only if the consideration to be received in respect of the Class B Membership Interest to be sold to Units in connection with the prospective Transferee Sale Event shall be determined based upon (i) the deemed fair market value of the Company implied by the price value of the consideration to be paid by received in the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest Sale Event and (ii) the resulting relative value values of the Sharing Percentage attributable Units assuming the Company is liquidated and the net proceeds are distributed to the Class B Membership Interestholders of Units in accordance with Section 8.02.

Drag Along. (a) If one at any time the Member or more Class A Members elect holding a Controlling Interest propose to Transfer effect a sale, transfer or other disposition (a "Sale"; the Member or Members proposing such sale being referred to in this Section 8.6 as the "Sellers"), to a purchaser that is not an Affiliate of any Person or Persons in a bona fide arms’-length transaction or series Seller ("Purchaser") of related transactions more than 50% all of the total Class A Membership Interest, pursuant to which each Class A Member receives Units held by the consideration in accordance with Section 13.9(d) Sellers (a “Sale Event”the "Purchase Offer"), then, upon ten (10) Business Days written notice from such Class A the Sellers may require each and every one of the other Members to sell to the Class B Members, which notice shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred (the “Sale Request”), each Class B Member shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B Membership Interest Purchaser all Units held by such Class B Member as the percentage of the Class A Membership Interest such Class A other Members are Transferring in for the same transaction at consideration per Unit and otherwise on the closing thereof (same terms and will deliver certificates for all of such Class B Membership Interestconditions upon which the Sellers sell their Units, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, provided that the terms and conditions agreed of any such transaction shall not impose upon any of the other Members (x) any obligation to by provide personal services, (y) any restriction on such Member's rights to compete, or (z) any personal liability for breaches of representations, warranties and covenants in the Class B Members shall transaction documents other than the representations, warranties and covenants to be substantially the same as the terms and conditions agreed to made by such Class A MembersMember regarding its own good standing, authorization of the agreements, ownership of the Units to be transferred, and other customary matters bearing on such Member's transfer of good title to such Units. (b) The Sellers shall cause the Purchase Offer described in clause (a) above to be reduced to writing and shall provide a written notice (the "Take-Along Notice") of the Purchase Offer to the other Members. The Take-Along Notice shall contain written notice of the Sellers' offer to the other Members to sell all of their Units, setting forth the consideration per Unit to be paid by the Purchaser and the other terms and conditions of the Purchase Offer. As promptly as practicable after receipt of the Take-Along Notice, each of the other Members shall deliver to the Sellers all documents required to be executed in connection with such Purchase Offer or an unconditional agreement in writing to sell all of such other Member's right, title and interest in such Units pursuant to this Section 8.6 simultaneously with the consummation of such Purchase Offer against delivery to such other Members of the consideration therefor. In the event that any other Member shall fail to deliver such documents or written agreements to the Sellers, the Company shall cause the books of the Company to show that such Units are bound by the provisions of this Section 13.9(a) 8.6 and that such Units shall be transferred by the holder thereof only to the Purchaser. In the event that any Member receives a Take-Along Notice pursuant to this Section 8.6, such Member agrees to use its best efforts, in good faith and in a timely manner, to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable, under applicable laws and regulations (including, without limitation, to ensure that all appropriate legal and other requirements are met and all consents of third parties are obtained), to consummate the proposed transactions contemplated by this Section 8.6. In the event that the Sellers shall reach a binding agreement to effect a Purchase Offer pursuant to which the Company shall be merged with or into, or sell substantially all of its assets to, another person or entity, each Member agrees that, in addition to any of the requirements of the immediately preceding sentence, such Member shall vote all of his, her or its Units in favor of the transaction, provided that the terms and conditions of any such transaction shall not apply impose upon any of the other Members without his, her or its consent (x) any obligation to provide personal services, (y) any other Permitted Transferrestriction on such Member's rights to compete, or (z) any personal liability for breaches of representations, warranties and covenants in the transaction documents. (c) If If, for any reason, the Sellers determine they cannot complete the Sale Event has not occurred within 90 Days of the date of the Sale RequestUnits, the provisions of Section 13.9(a) applicable Sellers shall return to each other Member all documents delivered pursuant hereto by such Member and all the restrictions on Sale Event shall, if such Sale Event is thereafter sought or other disposition contained in this Agreement with respect to the Units shall again be completed, be reapplied to such Sale Eventin effect. (d) If a At the closing of the Sale Event occursof the Units pursuant to this Section 8.6, the Class A consideration with respect to the Units of any Member shall be paid directly to each pursuant to its written instructions and shall be distributed among the Members may exercise their right under in a manner consistent with the distribution provisions in Section 13.9(a) only if the consideration to be received in respect 4.1. The Sellers shall furnish such other evidence of the Class B Membership Interest to be sold to completion and time of completion of such Sale and the prospective Transferee terms thereof as shall be determined based upon (i) the deemed value of the Company implied reasonably requested by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interestsuch other Members.

Drag Along. (a) If one or more Class A Members elect to Transfer to any Person or Persons in In the event of a bona fide arms’-length transaction or series of related transactions more than 50% of the total Class A Membership Interest, pursuant to which each Class A Member receives the consideration in accordance with Section 13.9(d) Sale Event (a “Sale Event”), then, upon ten (10) Business Days written notice from such Class A Members to the Class B Members, which notice shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred (the “Sale Request”as defined below), each Class B Member Founder and Investor shall be obligated toto and shall, and shall upon the written request of a Majority Interest: (i) Transfer sell, transfer and deliver, or cause to be Transferred sold, transferred and delivered, to such Person the Third Party Buyer (as defined below) a PRO RATA portion of his, her or its Shares on the same percentage terms applicable to the Majority Interest (with any consideration payable in connection with such Sale Event to be distributed among the holders of capital stock in a manner that follows the relative rights and preferences of the Class B Membership Interest held by such Class B Member Shares as the percentage of the Class A Membership Interest such Class A Members are Transferring provided in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership InterestCharter), if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); and/or (ii) executeexecute and deliver such instruments of conveyance and transfer and take such other action, deliver including voting such Shares in favor of any Sale Event proposed by the Majority Interest and agree executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related sale documents, as such Majority Interest and the Third Party Buyer may reasonably require in order to be bound by carry out the terms and provisions of this Section 3.6 (the "DRAG-ALONG RIGHT"); PROVIDED that the terms of any such indemnity agreement for or escrow agreement impose substantially equivalent obligations on each of the Transfer Founders and the Investors PRO RATA in proportion to their respective ownership of such Class B Membership Interest and any other agreement, instrument or certificates necessary to effectuate such Transferthe Shares; provided, howeverPROVIDED FURTHER, that, the terms in connection with a Sale Event, (i) Madison Capital Funding LLC ("MADISON") and conditions agreed to by the Class B Members ▇▇▇▇▇▇ Family Holdings LLC ("▇▇▇▇▇▇") shall be substantially the same as the terms required to make representations and conditions agreed warranties only with respect to by such Class A Members. (b) The provisions title to and ownership of Section 13.9(a) shall not apply their respective Shares, their respective authority to any other Permitted Transfer. (c) If enter into the Sale Event has not occurred within 90 Days and the enforceability against Madison and ▇▇▇▇▇▇, respectively, of the date of the Sale Requestany agreements entered into by Madison or ▇▇▇▇▇▇, the provisions of Section 13.9(a) applicable to as applicable, in connection with such Sale Event shall, if and (ii) each of Madison's and ▇▇▇▇▇▇'▇ allocable portion of any liability related to any such Sale Event is thereafter sought shall be equal to be completedthe lesser of (A) their respective PRO RATA portions of any amounts actually paid to any indemnified party in connection therewith and (B) the proceeds received by Madison and ▇▇▇▇▇▇, be reapplied to respectively, in any such Sale Event. (db) If a Sale Event occurs, the Class A Members may exercise their right under For purposes of this Section 13.9(a) only if the consideration to be received in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest.3.6:

Drag Along. (a) If one at any time the Member or more Class A Members elect holding a Controlling Interest propose to Transfer to any Person effect a sale, transfer or Persons in a bona fide arms’-length transaction or series of related transactions more than 50% of the total Class A Membership Interest, pursuant to which each Class A Member receives the consideration in accordance with Section 13.9(d) other disposition (a “Sale EventSale”; the Member or Members proposing such sale being referred to in this Section 8.6 as the “Sellers”), then, upon ten to a purchaser that is not an Affiliate of any Seller (10“Purchaser”) Business Days written notice from such Class A Members to the Class B Members, which notice shall include reasonable details of all of the proposed Transfer, including Units held by the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred Sellers (the “Sale RequestPurchase Offer”), the Sellers may require each Class B Member shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage every one of the Class B Membership Interest other Members to sell to the Purchaser all Units held by such Class B Member as the percentage of the Class A Membership Interest such Class A other Members are Transferring in for the same transaction at consideration per Unit and otherwise on the closing thereof (same terms and will deliver certificates for all of such Class B Membership Interestconditions upon which the Sellers sell their Units, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, provided that the terms and conditions agreed of any such transaction shall not impose upon any of the other Members (x) any obligation to by provide personal services, (y) any restriction on such Member’s rights to compete, or (z) any personal liability for breaches of representations, warranties and covenants in the Class B Members shall transaction documents other than the representations, warranties and covenants to be substantially the same as the terms and conditions agreed to made by such Class A MembersMember regarding its own good standing, authorization of the agreements, ownership of the Units to be transferred, and other customary matters bearing on such Member’s transfer of good title to such Units. (b) The Sellers shall cause the Purchase Offer described in clause (a) above to be reduced to writing and shall provide a written notice (the “Take-Along Notice”) of the Purchase Offer to the other Members. The Take-Along Notice shall contain written notice of the Sellers’ offer to the other Members to sell all of their Units, setting forth the consideration per Unit to be paid by the Purchaser and the other terms and conditions of the Purchase Offer. As promptly as practicable after receipt of the Take-Along Notice, each of the other Members shall deliver to the Sellers all documents required to be executed in connection with such Purchase Offer or an unconditional agreement in writing to sell all of such other Member’s right, title and interest in such Units pursuant to this Section 8.6 simultaneously with the consummation of such Purchase Offer against delivery to such other Members of the consideration therefor. In the event that any other Member shall fail to deliver such documents or written agreements to the Sellers, the Company shall cause the books of the Company to show that such Units are bound by the provisions of this Section 13.9(a) 8.6 and that such Units shall be transferred by the holder thereof only to the Purchaser. In the event that any Member receives a Take-Along Notice pursuant to this Section 8.6, such Member agrees to use its best efforts, in good faith and in a timely manner, to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable, under applicable laws and regulations (including, without limitation, to ensure that all appropriate legal and other requirements are met and all consents of third parties are obtained), to consummate the proposed transactions contemplated by this Section 8.6. In the event that the Sellers shall reach a binding agreement to effect a Purchase Offer pursuant to which the Company shall be merged with or into, or sell substantially all of its assets to, another person or entity, each Member agrees that, in addition to any of the requirements of the immediately preceding sentence, such Member shall vote all of his, her or its Units in favor of the transaction, provided that the terms and conditions of any such transaction shall not apply impose upon any of the other Members without his, her or its consent (x) any obligation to provide personal services, (y) any other Permitted Transferrestriction on such Member’s rights to compete, or (z) any personal liability for breaches of representations, warranties and covenants in the transaction documents. (c) If If, for any reason, the Sellers determine they cannot complete the Sale Event has not occurred within 90 Days of the date of the Sale RequestUnits, the provisions of Section 13.9(a) applicable Sellers shall return to each other Member all documents delivered pursuant hereto by such Member and all the restrictions on Sale Event shall, if such Sale Event is thereafter sought or other disposition contained in this Agreement with respect to the Units shall again be completed, be reapplied to such Sale Eventin effect. (d) If a At the closing of the Sale Event occursof the Units pursuant to this Section 8.6, the Class A consideration with respect to the Units of any Member shall be paid directly to each pursuant to its written instructions and shall be distributed among the Members may exercise their right under in a manner consistent with the distribution provisions in Section 13.9(a) only if the consideration to be received in respect 4.1. The Sellers shall furnish such other evidence of the Class B Membership Interest to be sold to completion and time of completion of such Sale and the prospective Transferee terms thereof as shall be determined based upon (i) the deemed value of the Company implied reasonably requested by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interestsuch other Members.

Drag Along. (a) If one or more Class A the Majority in Interest of the Members elect elects to cause the Transfer of all, but not less than, all of the Membership Interests in the Company to any Person or Persons in a bona fide arms’-length transaction or series third party purchaser, and if the Board of related transactions more than 50% Managers has not exercised its rights pursuant to Section 5.04(a), then the Majority in Interest of the total Class A Membership InterestMembers shall notify the other Members in writing (the “Drag Notice”) at least 30 days prior to the consummation of such transaction of its election to exercise the rights set forth in this Section 5.04(b). The Drag Notice shall disclose in detail the identity of the prospective Transferee(s), pursuant to which each Class A Member receives and the consideration terms and conditions of the proposed Transfer. (i) If the Majority in accordance with Interest of the Members delivers the notice specified in this Section 13.9(d) (a “Sale Event”5.04(b), then, upon ten (10) Business Days written notice from such Class A subject to this Section 5.04(b), the other Members shall vote for, consent to, and raise no objections to the Class B proposed transaction so long as the terms and conditions of the sale of Membership Interests by the Majority in Interest of the Members is the same as that which is proposed to the other Members, which notice and all Members shall include reasonable details take all actions reasonably necessary to cause the consummation of such Transfer on the terms proposed by the Majority in Interest of the Members. Without limiting the foregoing, (A) if the proposed Transfer is structured as a sale of assets or a merger or consolidation, each Member shall vote or cause to be voted all Membership Interests that such Member holds in favor of such transaction and shall waive any dissenter’s rights, appraisal rights or similar rights which such Member may have in connection therewith, (B) if the Transfer is structured as or involves a sale or redemption of Membership Interests, the Members shall agree to sell their pro rata share of Membership Interests on the terms and conditions approved by and applicable to the Majority in Interest of the Members, and such Members shall execute all documents reasonably required to effectuate such Transfer, including (C) each Member shall be obligated to provide the proposed time same representations, warranties, covenants and place agreements that Majority in Interest of closingthe Members agree to provide in connection with such Transfer (except that each Member shall only be obligated to provide any such representations and warranties that relate specifically to such particular Member, such as representations and warranties given by a Member regarding such Member’s title to and ownership of such Member’s Interest), (D) each Member shall be obligated to join severally on a pro rata basis (based on the relative consideration to be received and the percentage by each such Member) in any indemnification or other obligations that Majority in Interest of the Class A Membership Interest Members agree to be Transferred provide in connection with such Transfer (the “Sale Request”), each Class B other than any such obligations that relate specifically to a particular Member shall be obligated to, such as indemnification with respect to representations and shall (i) Transfer warranties given by a Member regarding such Member’s title to and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B Membership Interest held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all ownership of such Class B Member’s Membership Interest, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, thatthat that the indemnification obligation of each individual Member shall not exceed the aggregate consideration to be received by such Member, the terms and conditions agreed to by the Class B Members (E) no Member shall be substantially required to enter into any non-competition, non-solicitation or similar restrictive covenants (although they may be required to remain subject to confidentiality restrictions in respect of the business of the Company and its Subsidiaries consistent with those set forth in this Agreement). (ii) The obligations of the Members under this Section 5.04(b) are subject to the condition that upon the consummation of the Transfer, all of the holders of Membership Interest shall receive the same form and proportionate amount of consideration as the terms and conditions agreed to by such Class A Majority in Interest of the Members. (biii) The provisions of Each Member transferring Membership Interest pursuant to this Section 13.9(a5.04(b) shall not apply to any other Permitted pay its pro rata share based on its Membership Interest of the expenses incurred by the Majority in Interest of the Members in connection with such Transfer. (c) If the Sale Event has not occurred within 90 Days of the date of the Sale Request, the provisions of Section 13.9(a) applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a) only if the consideration to be received in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest.

Drag Along. (a) If the Selling Member desires to sell, in one or more Class A Members elect to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related transactions transactions, all (and not less than all) of its Units and such Units represent more than fifty percent (50% %) of the total Class A Membership Interestnumber of Units then outstanding, pursuant to which each Class A Member receives the consideration in accordance after complying with Section 13.9(d9.4, such Selling Member (as the case may be, the “Dragging Member”) shall have the right (a the “Sale EventDrag-Along Right”), then, upon ten to require all (10and not less than all) Business Days written notice from such Class A Members to the Class B Members, which notice shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred other Members (the “Sale RequestDrag-Along Members”), each Class B Member shall be obligated to, ) to sell all (and shall (inot less than all) Transfer and deliver, or cause to be Transferred and delivered, to such Person of the Units held by them on the same percentage of the Class B Membership Interest held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership Interest, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, the terms and conditions agreed to as are obtained by the Class B Dragging Member with respect to its Units (except as provided in Section 9.6(f) with respect to the Price Floor for Drag-Along Members and subject to the requirement that governmental consents and approvals shall be substantially obtained by each Drag-Along Member as required under applicable Law, even if different from those required from the same as Dragging Member in connection with the terms and conditions agreed to by such Class A MembersDrag-Along Transfer). (b) The In order to exercise the Drag-Along Right, the Dragging Member shall deliver a written notice to each Drag-Along Member (a “Drag-Along Notice”) containing (i) confirmation that the third party proposes to acquire all the then outstanding Units, (ii) the name and address of the third party and (iii) the proposed purchase price, terms of payment and other material terms and conditions of the third party’s offer. Each Drag-Along Member shall thereafter be obligated to sell all (and not less than all) of its Units as provided in such Drag-Along Notice (such Transfers, together, the “Drag-Along Transfer”). If the Drag-Along Transfer is not consummated within one hundred and twenty (120) days following delivery of the Drag-Along Notice and the primary reason such Drag-Along Transfer is not consummated is the failure to obtain regulatory consents or approvals that are conditions to closing in such transaction and such consents and approvals cannot reasonable be obtained within one hundred (100) days thereafter, then each Drag-Along Member shall no longer be obligated to sell such Member’s Units pursuant to that specific Drag-Along Notice, but shall remain subject to the provisions of this Section 13.9(a) shall not apply 9.6 with respect to any other Permitted Transfersubsequent Transfer to which the Drag-Along Right would apply. (c) If In connection with the Sale Event has not occurred within 90 Days Transfer of any Member’s Units pursuant to this Section 9.6, such Member shall only be required to represent and warrant as to (i) its authority to sell, (ii) the date enforceability of agreements against such Member, (iii) that the Sale Request, the provisions of Section 13.9(a) applicable to such Sale Event shall, if such Sale Event is thereafter sought Units to be completedTransferred shall be free and clear of any liens, be reapplied claims or encumbrances (other than restrictions imposed by this Agreement and pursuant to applicable federal, state and foreign securities Laws), (iv) that it is the record and beneficial owner of such Sale EventUnits, and (v) that it has obtained or made all necessary consents, approvals, filings and notices from Governmental Authorities or third parties to consummate the Transfer. (d) If The fees and expenses of the Dragging Member incurred in connection with a Sale Event occursDrag-Along Transfer and for the benefit of all Members (it being understood that costs incurred by or on behalf of a Dragging Member for its sole benefit will not be considered to be for the benefit of all Members), to the extent not paid or reimbursed by the Company or purchaser, shall be shared by all the Members on a pro rata basis, based on the consideration received by each Member. (e) Each Member shall take all actions as may be reasonably necessary to consummate the Drag-Along Transfer, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by the Dragging Member. (f) Notwithstanding anything to the contrary in this Agreement, if the Drag-Along Transfer occurs within the five (5) year period immediately following the Effective Date, the Class A Members may exercise their right under Section 13.9(a) only if the consideration payable to be received in respect of the Class B Membership Interest to be sold to the prospective Transferee each Drag-Along Member for its Units shall be determined based upon the greater of (i) the deemed value of the Company implied per Unit consideration offered by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest third-party purchaser, and (ii) the resulting relative value Carrying Value per Unit (the “Price Floor”). After the expiration of such five (5) year period, the Sharing Percentage attributable to the Class B Membership InterestPrice Floor in this Section 9.6(f) shall no longer be applicable.

Drag Along. (a) If one or more Class A Members elect to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related transactions more than 50% of the total Class A Membership Interest, pursuant to which each Class A Member receives the consideration in accordance with Section 13.9(d) (a “Sale Event”), then, upon ten (10) Business Days written notice from such Class A Members to the Class B Members and/or Class C Members, which notice shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred (the “Sale Request”), each Class B Member and Class C Member shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B Membership Interest or Class C Membership Interest, as applicable, held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership Interest or Class C Membership Interest, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest or Class C Membership Interest, as applicable, and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, the terms and conditions agreed to by the Class B Members and Class C Members, as applicable, shall be substantially the same as the terms and conditions agreed to by such Class A Members, but subject to Section 13.9(d) and (e) with respect to the Class C Members. (b) The provisions of Section 13.9(a) shall not apply to any other Permitted Transfer. (c) If the Sale Event has not occurred within 90 Days of the date of the Sale Request, the provisions of Section 13.9(a) applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a) with respect to the Class B Membership Interest only if the consideration to be received in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest. If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a) with respect to a Class C Membership Interest only if the consideration to be received in respect of the Class C Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting distributions that would be made in respect of the Class C Membership Interest under Section 5.4 if the Company were dissolved pursuant to Section 12.1 and the distributions described in Section 12.2(a)(iii)(C) were all made on the date of such Transfer. (e) Section 13.8(d) shall apply in respect of all matters described in this Section 13.9 notwithstanding anything herein to the contrary.

Drag Along. (a) If one or more Class A Members elect to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related transactions more than 50% twenty-five percent (25%) of the total Class A Membership Interest, pursuant to which each Class A Member receives the consideration in accordance with Section 13.9(d14.8(d) (a “Sale Event”), then, upon ten (10) Business Days written notice from such Class A Members to the Class B MembersC Members and/or the Class D Member, which notice shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred (the “Sale Request”), each Class B C Member and Class D Member shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B C Membership Interest or the Class D Membership Interest, as applicable, held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B C Membership Interest or Class D Membership Interest, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B C Membership Interest or Class D Membership Interest, as applicable, and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, the terms and conditions agreed to by the Class B C Members or the Class D Member, as applicable, shall be substantially the same as the terms and conditions agreed to by such Class A Members, but subject to Section 14.8(d) and Section 14.8(g). (b) The provisions of Section 13.9(a) shall not apply to any other Permitted Transfer[RESERVED]. (c) If the Sale Event has not occurred within 90 Days of the date of the Sale Request, the provisions of Section 13.9(a14.8(a) applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a14.8(a) (i) with respect to the Class D Membership Interests only if the consideration to be received in respect of the Class B D Membership Interest Interests to be sold to the prospective Transferee shall be determined based upon (iA) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (iiB) the resulting relative value of the Sharing Percentage attributable to the Class B D Membership Interests and (ii) with respect to a Class C Membership Interest only if the consideration to be received in respect of the Class C Membership Interest to be sold to the prospective Transferee shall be determined based upon (A) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (B) the resulting distributions that would be made in respect of the Class C Membership Interest under Section 5.4 if the Company were dissolved pursuant to Section 13.1 and the distributions described in Section 13.2(a)(iii)(C) were all made on the date of such Transfer. (e) If one or more Class A Members elect to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related bona fide arms’-length transactions more than twenty-five percent (25%) of the total Class A Membership Interest, and the provisions of each of Section 14.7 and Section 14.8 apply, then notwithstanding anything herein to the contrary other than Section 14.8(g), the provisions of Section 14.8 shall apply prior to the provisions of Section 14.7. (f) Notwithstanding anything contained herein to the contrary, in the event that a Sale Event includes any Class A Member, on the one hand, and any Affiliate of a Class A Member, on the other hand, then the provisions of this Section 14.8 shall not apply without the prior approval of a majority of the Independent Committee. (g) Section 14.7(d) shall apply in respect of all matters described in this Section 14.8 notwithstanding anything herein to the contrary.

Drag Along. In connection with the Sale by any Class A or Class B Member or Members holding at least 50% of the outstanding Class A and Class B Units commencing 90 days after the Milestone (the “Drag-Along Holders”) to a Prospective Buyer, who is not an Affiliate, of all of their Units for gross proceeds of at least $100,000,000 in the aggregate, each holder of Units hereby agrees, if the Drag-Along Holders give the Drag Along Notice referred to in Section 13.06(a), to sell all of its Units, in the manner and on the terms set forth in this Section. (a) If one or more Class A Members the Drag-Along Holders elect to Transfer to any Person or Persons in exercise their rights under this Section, a bona fide arms’-length transaction or series of related transactions more than 50% of the total Class A Membership Interest, pursuant to which each Class A Member receives the consideration in accordance with Section 13.9(d) (a “Sale Event”), then, upon ten (10) Business Days written notice from such Class A Members (the “Drag Along Notice”) shall be furnished by the Drag-Along Holders to the Class B Members, which notice shall include reasonable details other Members not later than 10 days prior to the consummation of the proposed TransferSale. The Drag Along Notice shall set forth the principal terms of the proposed Sale, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred (the “Sale Request”), each Class B Member shall be obligated to, and shall (i) Transfer and deliver, or cause the manner in which such Units are to be Transferred and deliveredSold, to such Person the same percentage of the Class B Membership Interest held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership Interest, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, the terms and conditions agreed to by the Class B Members shall be substantially the same as the terms and conditions agreed to by such Class A Members. (b) The provisions of Section 13.9(a) shall not apply to any other Permitted Transfer. (c) If the Sale Event has not occurred within 90 Days of the date of the Sale Request, the provisions of Section 13.9(a) applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a) only if the consideration to be received in respect the proposed Sale and (iii) the name and address of the Class B Membership Interest Prospective Buyer. (b) If the Sale described in the Drag Along Notice is completed, each holder of Units shall be obligated to sell in the proposed Sale all of its Units on the same terms and conditions. If at the end of the 120th day following the Drag Along Notice, the proposed Sale has not been completed (other than as a result of any holder failing to comply with this Section or Section 13.06), each Participating Seller shall be released from its obligation under the Drag Along Notice, and it shall be necessary for a separate Drag Along Notice to be sold furnished and the terms and provisions of this Section separately complied with in order to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interestconsummate such proposed Sale.

Drag Along. (a) If the Selling Member desires to sell, in one or more Class A Members elect to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related transactions transactions, all (and not less than all) of its Units and such Units represent more than fifty percent (50% %) of the total Class A Membership Interestnumber of Units then outstanding, pursuant to which each Class A Member receives the consideration in accordance after complying with Section 13.9(d9.4, such Selling Member (as the case may be, the “Dragging Member”) shall have the right (a the “Sale EventDrag-Along Right”), then, upon ten to require all (10and not less than all) Business Days written notice from such Class A Members to the Class B Members, which notice shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred other Members (the “Sale RequestDrag-Along Members”), each Class B Member shall be obligated to, ) to sell all (and shall (inot less than all) Transfer and deliver, or cause to be Transferred and delivered, to such Person of the Units held by them on the same percentage of the Class B Membership Interest held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership Interest, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, the terms and conditions agreed to as are obtained by the Class B Dragging Member with respect to its Units (except as provided in Section 9.6(f) with respect to the Price Floor for Drag-Along Members and subject to the requirement that governmental consents and approvals shall be substantially obtained by each Drag-Along Member as required under applicable Law, even if different from those required from the same as Dragging Member in connection with the terms and conditions agreed to by such Class A MembersDrag-Along Transfer). (b) The In order to exercise the Drag-Along Right, the Dragging Member shall deliver a written notice to each Drag-Along Member (a “Drag-Along Notice”) containing (i) confirmation that the third party proposes to acquire all the then outstanding Units, (ii) the name and address of the third party and (iii) the proposed purchase price, terms of payment and other material terms and conditions of the third party’s offer. Each Drag-Along Member shall thereafter be obligated to sell all (and not less than all) of its Units as provided in such Drag-Along Notice (such Transfers, together, the “Drag-Along Transfer”). If the Drag-Along Transfer is not consummated within one hundred and twenty (120) days following delivery of the Drag-Along Notice and the primary reason such Drag-Along Transfer is not consummated is the failure to obtain regulatory consents or approvals that are conditions to closing in such transaction and such consents and approvals cannot reasonable be obtained within one hundred (100) days thereafter, then each Drag-Along Member shall no longer be obligated to sell such Member’s Units pursuant to that specific Drag-Along Notice, but shall remain subject to the provisions of this Section 13.9(a) shall not apply 9.6 with respect to any other Permitted Transfersubsequent Transfer to which the Drag-Along Right would apply. (c) If In connection with the Sale Event has not occurred within 90 Days Transfer of the date of the Sale Requestany Member’s Units pursuant to this Section 9.6, the provisions of Section 13.9(a) applicable such Member shall only be required to such Sale Event shall, if such Sale Event is thereafter sought represent and warrant as to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a) only if the consideration to be received in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price its authority to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and sell, (ii) the resulting relative value enforceability of agreements against such Member, (iii) that the Sharing Percentage attributable Units to be Transferred shall be free and clear of any liens, claims or encumbrances (other than restrictions imposed by this Agreement and pursuant to applicable federal, state and foreign securities Laws), (iv) that it is the Class B Membership Interestrecord and beneficial owner of such Units, and (v) that it has obtained or made all necessary consents, approvals, filings and notices from Governmental Authorities or third parties to consummate the Transfer.

Drag Along. (a) If one or more Class A Members elect to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related transactions more than 50% twenty-five percent (25%) of the total Class A Membership Interest, pursuant to which each Class A Member receives the consideration in accordance with Section 13.9(d14.8(d) (a “Sale Event”), then, upon ten (10) Business Days written notice from such Class A Members to the Class B MembersC Members and/or the Class D Member, which notice shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred (the “Sale Request”), each Class B C Member and Class D Member shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B C Membership Interest or the Class D Membership Interest, as applicable, held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B C Membership Interest or Class D Membership Interest, if any and as applicable, at the closing, free and clear of all Claims and HOU:3807756.27 HOU:3807756.30 Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B C Membership Interest or Class D Membership Interest, as applicable, and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, the terms and conditions agreed to by the Class B C Members or the Class D Member, as applicable, shall be substantially the same as the terms and conditions agreed to by such Class A Members, but subject to Section 14.8(d) and Section 14.8(g). (b) The provisions of Section 13.9(a) shall not apply to any other Permitted Transfer[RESERVED]. (c) If the Sale Event has not occurred within 90 Days of the date of the Sale Request, the provisions of Section 13.9(a14.8(a) applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event. (d) If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a14.8(a) (i) with respect to the Class D Membership Interests only if the consideration to be received in respect of the Class B D Membership Interest Interests to be sold to the prospective Transferee shall be determined based upon (iA) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (iiB) the resulting relative value of the Sharing Percentage attributable to the Class B D Membership Interests and (ii) with respect to a Class C Membership Interest only if the consideration to be received in respect of the Class C Membership Interest to be sold to the prospective Transferee shall be determined based upon (A) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (B) the resulting distributions that would be made in respect of the Class C Membership Interest under Section 5.4 if the Company were dissolved pursuant to Section 13.1 and the distributions described in Section 13.2(a)(iii)(C) were all made on the date of such Transfer. (e) If one or more Class A Members elect to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related bona fide arms’-length transactions more than twenty-five percent (25%) of the total Class A Membership Interest, and the provisions of each of Section 14.7 and Section 14.8 apply, then notwithstanding anything herein to the contrary other than Section 14.8(g), the provisions of Section 14.8 shall apply prior to the provisions of Section 14.7. (f) Notwithstanding anything contained herein to the contrary, in the event that a Sale Event includes any Class A Member, on the one hand, and any Affiliate of a Class A Member, on the other hand, then the provisions of this Section 14.8 shall not apply without the prior approval of a majority of the Independent Committee. (g) Section 14.7(d) shall apply in respect of all matters described in this Section 14.8 notwithstanding anything herein to the contrary. HOU:3807756.27 HOU:3807756.30

Drag Along. (a) If one or more Class A At any time prior to the consummation of a Qualified IPO and upon the election by the Required Interest of the Members elect (each a “Selling Member”) to Transfer in one transaction or a series of related transactions (other than an Exempt Transfer or an Involuntary Transfer) all of the Membership Interests that they hold to any a non-affiliated Person or Persons in a bona fide arms’-length transaction, all Members and Transferees other than the Selling Members (each such other Members and Transferees shall be referred to herein as a “Co-Seller” and collectively as “Co-Sellers”) shall be required to Transfer all their Membership Interests in such transaction or series of related transactions more than 50% transaction. All such Membership Interests of the total Class A Membership Interest, pursuant to which each Class A Member receives the consideration in accordance with Section 13.9(d) (a “Sale Event”), then, upon ten (10) Business Days written notice from such Class A Members to the Class B Members, which notice Co-Sellers shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred (the “Sale Request”), each Class B Member shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B Membership Interest held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership Interest, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); Liens. (iib) execute, deliver and agree to be bound All Membership Interests Transferred by the terms of any agreement for Co-Sellers pursuant to this Section 10.4 shall be treated identically with the Transfer of such Class B Membership Interest and any other agreement, instrument or certificates necessary to effectuate such TransferInterests being Transferred by the Selling Members in all respects; provided, however, that, (i) the terms and conditions agreed aggregate consideration to by the Class B Members be paid shall be substantially the same allocated as provided in Section 10.4(c) and (ii) a Co-Seller shall not be required to make any representations or warranties in connection with such Transfer other than representations and warranties as to (x) such Co-Seller’s Membership Interests will be Transferred free and clear of all Liens, (y) such Co-Seller’s power and authority to effect such Transfer, and (z) such matters pertaining to compliance with securities laws as the terms and conditions agreed to by such Class A Members. (b) The provisions of Section 13.9(a) shall not apply to any other Permitted Transferacquiring party may reasonably require. (c) If In any Transfer subject to this Section 10.4, the Sale Event has not occurred within 90 Days aggregate consideration to be paid by the acquiring party shall be allocated to each class of Membership Interests, with such allocations determined based on the amount that would be distributable to such class of Membership Interests by applying Article 5 to such aggregate consideration (giving effect to all distributions actually made pursuant to Article 5 through the date of the Sale Request, the provisions of Section 13.9(a) applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale EventTransfer). (d) If a Sale Event occursThe Selling Members shall give each Co-Seller at least 20 days’ prior written notice of any Transfer that is subject to this Section 10.4, and such notice shall identify the Class A Members may exercise their right under Section 13.9(a) only if acquiror, all material terms and the consideration to be received in respect date of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value closing of the Company implied by Transfer. Each Co-Seller shall take such actions as may be reasonably required and otherwise cooperate in good faith with the price Selling Members in connection with consummating the Transfer subject to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interestthis Section 10.4.