Common use of Drag Along Clause in Contracts

Drag Along. If the Majority in Interest of the Members elects to cause the Transfer of all, but not less than, all of the Membership Interests in the Company to a bona fide third party purchaser, and if the Board of Managers has not exercised its rights pursuant to Section 5.04(a), then the Majority in Interest of the Members 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), and the terms and conditions of the proposed Transfer. (i) If the Majority in Interest of the Members delivers the notice specified in this Section 5.04(b), then, subject to this Section 5.04(b), the other Members shall vote for, consent to, and raise no objections to the 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, and all Members shall 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, (C) each Member shall be obligated to provide the same representations, warranties, covenants and agreements that Majority in Interest of the 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 by each such Member) in any indemnification or other obligations that Majority in Interest of the Members agree to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of such Member’s Membership Interest); provided, however, that that the indemnification obligation of each individual Member shall not exceed the aggregate consideration to be received by such Member, and (E) no Member shall be 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 Majority in Interest of the Members. (iii) Each Member transferring Membership Interest pursuant to this Section 5.04(b) shall 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.

Drag Along. (a) If at any time the Majority Member or Members holding a Controlling Interest propose to effect a sale, transfer or other disposition (a "Sale"; the Member or Members proposing such sale being referred to in Interest this Section 8.6 as the "Sellers"), to a purchaser that is not an Affiliate of the Members elects to cause the Transfer any Seller ("Purchaser") of all, but not less than, all of the Membership Interests in Units held by the Company to a bona fide third party purchaser, and if Sellers (the Board of Managers has not exercised its rights pursuant to Section 5.04(a"Purchase Offer"), then the Majority in Interest Sellers may require each and every one of the Members shall notify the other Members in writing (the “Drag Notice”) at least 30 days prior to sell to the consummation of Purchaser all Units held by such transaction of its election to exercise other Members for the rights set forth in this Section 5.04(b). The Drag Notice shall disclose in detail same consideration per Unit and otherwise on the identity of same terms and conditions upon which the prospective Transferee(s)Sellers sell their Units, and provided that the terms and conditions of any such transaction shall not impose upon any of the proposed Transferother Members (x) any obligation to 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 transaction documents other than the representations, warranties and covenants to be made by such Member 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. (ib) If The Sellers shall cause the Majority Purchase Offer described in Interest 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 delivers to sell all of their Units, setting forth the notice specified in this Section 5.04(b)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, then, subject to this Section 5.04(b), each of the other Members shall vote fordeliver 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, consent 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 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, and raise no objections another person or entity, each Member agrees that, in addition to any of the proposed transaction so long as 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 the sale of Membership Interests by the Majority in Interest any such transaction shall not impose upon any of the other Members is without his, her or its consent (x) any obligation to 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 same as that which is proposed transaction documents. (c) If, for any reason, the Sellers determine they cannot complete the Sale of the Units, the Sellers shall return to the each other Members, Member all documents delivered pursuant hereto by such Member and all Members shall take all actions reasonably necessary to cause the consummation of such Transfer restrictions 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, (C) each Member shall be obligated to provide the same representations, warranties, covenants and agreements that Majority in Interest of the 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 by each such Member) in any indemnification Sale or other obligations that Majority disposition contained in Interest of the Members agree to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Member such as indemnification this Agreement with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of such Member’s Membership Interest); provided, however, that that the indemnification obligation of each individual Member Units shall not exceed the aggregate consideration to again be received by such Member, and (E) no Member shall be 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)effect. (iid) The obligations At the closing of the Members under this Section 5.04(b) are subject to the condition that upon the consummation Sale of the Transfer, all of the holders of Membership Interest shall receive the same form and proportionate amount of consideration as the Majority in Interest of the Members. (iii) Each Member transferring Membership Interest Units pursuant to this Section 5.04(b) 8.6, the consideration with respect to the Units of any Member shall pay be paid directly to each pursuant to its pro rata share based on its Membership Interest of the expenses incurred by the Majority in Interest of written instructions and shall be distributed among the Members in connection a manner consistent with the distribution provisions in Section 4.1. The Sellers shall furnish such Transferother evidence of the completion and time of completion of such Sale and the terms thereof as shall be reasonably requested by such other Members.

Drag Along. (a) If at any time the Majority Member or Members holding a Controlling Interest propose to effect a sale, transfer or other disposition (a “Sale”; the Member or Members proposing such sale being referred to in Interest this Section 8.6 as the “Sellers”), to a purchaser that is not an Affiliate of the Members elects to cause the Transfer any Seller (“Purchaser”) of all, but not less than, all of the Membership Interests in Units held by the Company to a bona fide third party purchaser, and if Sellers (the Board of Managers has not exercised its rights pursuant to Section 5.04(a“Purchase Offer”), then the Majority in Interest Sellers may require each and every one of the Members shall notify the other Members in writing (the “Drag Notice”) at least 30 days prior to sell to the consummation of Purchaser all Units held by such transaction of its election to exercise other Members for the rights set forth in this Section 5.04(b). The Drag Notice shall disclose in detail same consideration per Unit and otherwise on the identity of same terms and conditions upon which the prospective Transferee(s)Sellers sell their Units, and provided that the terms and conditions of any such transaction shall not impose upon any of the proposed Transferother Members (x) any obligation to 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 transaction documents other than the representations, warranties and covenants to be made by such Member 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. (ib) If The Sellers shall cause the Majority Purchase Offer described in Interest 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 delivers to sell all of their Units, setting forth the notice specified in this Section 5.04(b)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, then, subject to this Section 5.04(b), each of the other Members shall vote fordeliver 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, consent 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 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, and raise no objections another person or entity, each Member agrees that, in addition to any of the proposed transaction so long as 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 the sale of Membership Interests by the Majority in Interest any such transaction shall not impose upon any of the other Members is the same as that which is proposed without his, her or its consent (x) any obligation to the other Members, and all Members shall 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 foregoingprovide personal services, (Ay) 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 restriction 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, (C) each Member shall be obligated to provide the same representations, warranties, covenants and agreements that Majority in Interest of the 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 rights to compete, or (z) any personal liability for breaches of representations, warranties and ownership covenants in the transaction documents. (c) If, for any reason, the Sellers determine they cannot complete the Sale of the Units, the Sellers shall return to each other Member all documents delivered pursuant hereto by such Member’s Interest), (D) each Member shall be obligated to join severally and all the restrictions on a pro rata basis (based on the relative consideration to be received by each such Member) in any indemnification Sale or other obligations that Majority disposition contained in Interest of the Members agree to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Member such as indemnification this Agreement with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of such Member’s Membership Interest); provided, however, that that the indemnification obligation of each individual Member Units shall not exceed the aggregate consideration to again be received by such Member, and (E) no Member shall be 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)effect. (iid) The obligations At the closing of the Members under this Section 5.04(b) are subject to the condition that upon the consummation Sale of the Transfer, all of the holders of Membership Interest shall receive the same form and proportionate amount of consideration as the Majority in Interest of the Members. (iii) Each Member transferring Membership Interest Units pursuant to this Section 5.04(b) 8.6, the consideration with respect to the Units of any Member shall pay be paid directly to each pursuant to its pro rata share based on its Membership Interest of the expenses incurred by the Majority in Interest of written instructions and shall be distributed among the Members in connection a manner consistent with the distribution provisions in Section 4.1. The Sellers shall furnish such Transferother evidence of the completion and time of completion of such Sale and the terms thereof as shall be reasonably requested by such other Members.

Drag Along. If the Majority in Interest If, at any time, Members owning at least a majority of the Members elects to cause outstanding Units (the Transfer “Approving Members”) approve a proposal for the sale of all, but not less than, all of the Membership Interests in outstanding Units of the Company, any merger or consolidation involving the Company, or the sale by the Company to a bona fide third party purchaseror its subsidiaries, and if the Board any, of Managers has not exercised all or substantially all of its rights pursuant to Section 5.04(aassets (an “Approved Sale”), then the Majority in Interest one or more of the Approving Members, may deliver a notice (a “Required Sale Notice”) with respect to such Approved Sale to each Member other than the Approving Members shall notify the other Members in writing (the “Drag NoticeOther Members”) at least 30 days prior stating that the Approved Sale has been approved or proposed 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 be effected and providing the identity of the prospective Transferee(s), persons involved in such Approved Sale and the terms and conditions thereof. Each Other Member, upon receipt of a Required Sale Notice shall be obligated, which obligation shall be enforceable by any of the proposed Transfer. Approving Members, to (i) If participate in the Majority in Interest of the Members delivers the notice specified in this Section 5.04(b), then, subject to this Section 5.04(b), the other Members shall vote for, consent to, and raise no objections to the 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, and all Members shall 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 foregoingApproved Sale, (Aii) consent to and vote for the Approved Sale or the process pursuant to which the Approved Sale was arranged, (iii) waive any dissenters’ or appraisal rights and similar rights with respect thereto, (iv) if the proposed Transfer Approved Sale is structured as a sale of assets or a merger or consolidationUnits, 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 all of Membership Interests his Units on the same terms and conditions approved by and applicable to the Majority in Interest of the Approving Members, and (v) otherwise take all necessary actions to consummate, and to cause the Company to consummate, the Approved Sale, including without limitation: (A) if such Members shall execute all documents reasonably required Approved Sale is structured as a sale of assets, actions necessary to effectuate cause the orderly liquidation of the Company following the consummation of such Transfer, Approved Sale; and (CB) each Member shall be obligated to provide the same making of the reasonable representations, warranties, covenants and agreements that Majority in Interest of undertakings to the 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 by each such Memberprospective transferee(s) in any indemnification or other obligations that Majority in Interest of such Approved Sale as are made by the Members agree to provide in connection with Approving Members. Any such Transfer (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of such Member’s Membership Interest); provided, however, that that the indemnification obligation of each individual Member shall not exceed the aggregate consideration to be received by such Member, and (E) no Member shall be required to enter into any non-competition, non-solicitation or similar restrictive covenants (although they Required Sale Notice may be required rescinded by the Approving Members by delivering written notice thereof 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 Majority in Interest of the Other Members. (iii) Each Member transferring Membership Interest pursuant to this Section 5.04(b) shall 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.

Drag Along. (a) If Holdings determines that it is appropriate to sell or otherwise dispose of all of the Majority in Interest Shares of the Company to any Person who is not an Affiliate of the Company or any of the Members elects (collectively, a “Non-Affiliate”), or to cause the Transfer of all, but not less than, Company to sell all or substantially all of the Membership Interests in its assets to a Non-Affiliate, or to cause the Company to merge with or into or consolidate with any Non-Affiliate (any such transaction, a bona fide third party purchaser“Sale” and in each case, and if such Non-Affiliate the Board of Managers has not exercised its rights pursuant to Section 5.04(a“Buyer”), then each Minority Member, including any of such Minority Member’s respective permitted transferees, shall be obligated to and shall upon the Majority in Interest written request of the Members shall notify the other Members in writing Holdings (the “Drag Drag-Along Notice”): (i) at least 30 sell, transfer and deliver, or cause to be sold, Transferred and delivered to the Buyer its Shares, on the same terms applicable to, and, subject to Section 12.05(c), for the same consideration per Share each holder would receive if the Sale were a sale of the assets of the Company and the Company made distributions with respect to such Sale in accordance with Section 11.04 (the “Drag-Along Price”) and (ii) execute and deliver such instruments of conveyance and Transfer and take such other action, including, without limitation, voting such Shares in favor of any Sale proposed by Holdings and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as Holdings or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 12.05. (b) Not less than 10 business days prior to the consummation date proposed for the closing of such transaction of its election any Sale, Holdings shall give written notice to exercise the rights set Minority Members, setting forth in this Section 5.04(b). The Drag Notice shall disclose in reasonable detail the identity name or names of the prospective Transferee(s)Buyer, and the terms and conditions of the Sale, including the purchase price, and the proposed Transfer. closing date. In furtherance of the provisions of this Section 12.05, each of the holders of Shares hereby (i) If the Majority in Interest irrevocably appoints Holdings as its attorney-in-fact (with full power of the Members delivers the notice specified in this Section 5.04(b)substitution) to execute all agreements, then, subject to this Section 5.04(b), the other Members shall vote for, consent to, instruments and raise no objections to the proposed transaction so long as the terms certificates 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, and all Members shall take all actions reasonably necessary or desirable to cause the consummation of such Transfer on the terms proposed by the Majority in Interest of the Members. Without limiting the foregoing, effectuate any Sale hereunder and (Aii) if the proposed Transfer is structured as grants to Holdings a sale of assets or a merger or consolidation, each Member proxy (which shall vote or cause be deemed to be voted all Membership Interests that coupled with an interest and irrevocable) to vote the Shares held by such Member holds holder and exercise any consent rights applicable thereto 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, (C) each Member shall be obligated to provide the same representations, warranties, covenants and agreements that Majority in Interest of the 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 by each such Member) in any indemnification or other obligations that Majority in Interest of the Members agree to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of such Member’s Membership Interest)Sale hereunder; provided, however, that that the indemnification obligation of each individual Member Holdings shall not exceed exercise such powers-of-attorney or proxies with respect to any holder of Shares unless such holder is not acting in good faith with respect to its obligations under this Section 12.05. (c) If the aggregate consideration Drag-Along Price is less than Fair Market Value (as hereinafter defined), Holdings shall pay to be received by the Minority Members a dollar amount equal to the difference between Fair Market Value and the Drag-Along Price. If the Drag-Along Price is equal to or greater than Fair Market Value, then no such Member, and (E) no Member payment shall be required made. For purposes of this Agreement, “Fair Market Value” as to enter into any non-competition, non-solicitation or similar restrictive covenants the Shares shall mean: (although they may be required to remain subject to confidentiality restrictions in respect i) the fair market value of the business Shares, determined as of the Company and its Subsidiaries consistent with those date of the receipt of the Drag-Along Notice (for purposes of this Section 12.05) or on the date set forth in this Agreementthe applicable section for which the Fair Market Value is being determined (as applicable, the “Valuation Date”). , as may be mutually agreed upon in good faith by Holdings and the Minority Members; or (ii) The obligations if Holdings and the Minority Members cannot mutually agree upon the Fair Market Value within a period of thirty (30) days after the Valuation Date, the fair market value of the Members under this Section 5.04(bShares, as determined by an Independent Appraiser, who shall perform an appraisal of the fair value of the Shares as of the Valuation Date, and such appraisal shall be based on the Company’s and its direct and indirect subsidiaries’ (if applicable) are subject historical operations, future prospects, and capital structure, and such other matters as the Independent Appraiser deems appropriate; provided, however, that the Independent Appraiser shall not apply any minority discount to the condition that upon the consummation Shares of the Transfer, all Minority Members or any discount for lack of marketability of the holders Shares. If the parties cannot mutually agree on an Independent Appraiser to perform the appraisal, Holdings shall promptly select one Independent Appraiser, the Minority Members shall promptly select one Independent Appraiser, and the two Independent Appraisers so selected shall promptly select a third Independent Appraiser who shall perform the appraisal. The cost of Membership Interest shall receive the same form and proportionate amount of consideration as the Majority in Interest of the Members. (iii) Each Member transferring Membership Interest pursuant to this Section 5.04(bany appraisal(s) shall pay its pro rata share based on its Membership Interest of the expenses incurred be borne equally by the Majority Holdings, on one hand, and the Minority Members, on the other hand, unless otherwise agreed in Interest of writing by the Members in connection with such Transferparties.

Drag Along. (a) If the Majority one or more Sponsor Holders elect to Transfer to any Person or Persons in Interest of the Members elects to cause the Transfer of all, but not less than, all of the Membership Interests in the Company to a bona fide third party purchaserarms’-length transaction or series of related transactions more than 50% of the total number of outstanding Class A Units held by the Sponsor Holders, and if the Board of Managers has not exercised its rights pursuant to which each holder of Class A Units receives the consideration in accordance with Section 5.04(a6(d) of this Exhibit B (a “Sale Event”), then then, upon ten (10) Business Days written notice from the Majority in Interest of the Members shall notify the other Members in writing (the “Drag Notice”) at least 30 days prior Sponsor Holders to the consummation holders of such transaction of its election to exercise the rights set forth in this Section 5.04(b). The Drag Notice Class B Units, which notice shall disclose in detail the identity of the prospective Transferee(s), and the terms and conditions 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 Units to be Transferred (the “Sale Request”), each holder of Class B Units shall be obligated to, and shall (i) If the Majority in Interest of the Members delivers the notice specified in this Section 5.04(b)Transfer and deliver, then, subject to this Section 5.04(b), the other Members shall vote for, consent to, and raise no objections to the 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, and all Members shall 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 Transferred and delivered, to such Person the same percentage of Class B Units as the percentage of Class A Units the Sponsor Holders are Transferring in the same transaction at the closing thereof (and will deliver certificates for all Membership Interests that such Member holds in favor of such transaction Units, if any and shall waive 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 dissenter’s rights, appraisal rights or similar rights which such Member may have in connection therewith, (B) if agreement for the Transfer is structured as of such Class B Units and any other agreement, instrument 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 certificates necessary to effectuate such Transfer, (C) each Member shall be obligated to provide the same representations, warranties, covenants and agreements that Majority in Interest of the 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 by each such Member) in any indemnification or other obligations that Majority in Interest of the Members agree to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of such Member’s Membership Interest); 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 no less favorable than the indemnification obligation of each individual Member 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 aggregate value of the consideration to be received by such Member, and (E) no Member shall be 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 each holder 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 Majority in Interest of the Members. (iii) Each Member transferring Membership Interest pursuant to this Section 5.04(b) shall pay its pro rata share based on its Membership Interest of the expenses incurred by the Majority in Interest of the Members Class B Units in connection with such Transfer. (b) The provisions of Section 6(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 of the date of the Sale Request, the provisions of Section 6(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 Sponsor Holders may exercise their right under Section 6(a) of this Exhibit B only if the consideration to be received in respect of Class B Units in connection with the Sale Event shall be determined based upon (i) the deemed fair market value of the Company implied by the value of the consideration to be received in the Sale Event and (ii) the resulting relative values of the Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the holders of Units in accordance with Section 8.02.

Drag Along. If (a) Subject to the Majority in Interest provisions of Section 4.1(f), if the Managing Member receives an offer from a third party dealing at arms length for at least 50% of the Members elects to cause the Transfer of all, but not less than, all of the outstanding Membership Interests in the Company (which offer may include, without limitation, an offer pursuant to a bona fide third party purchasermerger, and if consolidation or similar transaction) which the Board of Managers has not exercised its rights pursuant Managing Member wishes to Section 5.04(a)accept, then the Majority in Interest of the Members shall notify the other Members in writing (the “Drag Notice”) at least then, upon 30 days prior written notice from the Managing Member to the consummation of such transaction of its election to exercise the rights set forth in this Section 5.04(b). The Drag Notice Non-Managing Member, which notice shall disclose in detail the identity of the prospective Transferee(s), and the terms and conditions include reasonable details of the proposed Transfer. (i) If the Majority in Interest of the Members delivers the notice specified in this Section 5.04(b), then, subject to this Section 5.04(b), the other Members shall vote for, consent to, and raise no objections to sale or exchange including the proposed transaction so long as time and place of closing and the terms form and conditions amount 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, and all Members shall 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, (C) each Member shall be obligated to provide the same representations, warranties, covenants and agreements that Majority in Interest of the 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 by each the Non-Managing Member, the Non-Managing Member shall be obligated to, and shall, (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Memberthird party all of its Membership Interest in the same transaction at the closing thereof and (b) receive upon the closing of such transaction the same form of consideration as shall be payable to the Managing Member in any indemnification or other obligations that Majority in Interest respect of the Members agree to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of such Managing Member’s Membership InterestInterest and in accordance with the applicable Implied Value (a “Drag-Along Sale”); provided. (b) In connection with any Drag-Along Sale, however, that that the indemnification obligation of each individual Member shall not exceed the aggregate consideration to be received by such Member, and (E) no Non-Managing Member shall be required to enter into bear its proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses payable to unaffiliated third parties, but the Non-Managing Member shall not be required to make any representations or warranties or covenants or agreements in connection with such transaction other than representations and warranties and covenants and agreements as to (x) the Non-Managing Member’s ownership of its Membership Interest to be transferred and (y) such power and authority to effect such Transfer and the Non-Managing Member’s non-competitionforeign status. (c) The Non-Managing Member agrees to cooperate and take all actions and execute all documents reasonable necessary or appropriate to effect the transfer of the Non-Managing Member’s Membership Interest in connection with a Drag-Along Sale. In the event that the Non-Managing Member does not timely execute any and all documents necessary to evidence and effect the transfer of its Membership Interest as contemplated in this Section 8.5, nonthen the Managing Member is hereby appointed the attorney-solicitation or similar restrictive covenants (although they in-fact of, and is hereby authorized on behalf of, the Non-Managing Member, to execute, acknowledge and deliver all such documents and take all such other actions as may be required to remain subject to confidentiality restrictions in respect evidence and effect the transfer of the business of the Company and its Subsidiaries consistent with those set forth Non-Managing Member’s Membership Interest as contemplated in this Agreement)Section 8.5. Such appointment and authorization are coupled with an interest and are irrevocable. (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 Majority in Interest of the Members. (iii) Each Member transferring Membership Interest pursuant to this Section 5.04(b) shall 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.

Drag Along. If (a) At any time prior to the Majority in consummation of a Qualified IPO and upon the election by the Required Interest of the Members elects (each a “Selling Member”) to cause the Transfer in one transaction or a series of all, but not less than, related transactions (other than an Exempt Transfer or an Involuntary Transfer) all of the Membership Interests that they hold to a non-affiliated Person in the Company to a bona fide third party purchasertransaction, all Members and if Transferees other than the Board of Managers has not exercised its rights pursuant Selling Members (each such other Members and Transferees shall be referred to Section 5.04(a), then the Majority herein as a “Co-Seller” and collectively as “Co-Sellers”) shall be required to Transfer all their Membership Interests in Interest such transaction or transaction. All such Membership Interests of the Members Co-Sellers shall notify the other Members in writing (the “Drag Notice”) at least 30 days prior to the consummation be Transferred free and clear 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), and the terms and conditions of the proposed Transferall Liens. (ib) If All Membership Interests Transferred by the Majority in Interest of the Members delivers the notice specified in this Section 5.04(b), then, subject Co-Sellers pursuant to this Section 5.04(b), 10.4 shall be treated identically with the other Members shall vote for, consent to, and raise no objections to the proposed transaction so long as the terms and conditions of the sale of Membership Interests being Transferred by the Majority Selling Members in Interest of the Members is the same as that which is proposed to the other Membersall respects; provided, and all Members shall 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 foregoinghowever, (Ai) if the proposed Transfer is structured as a sale of assets or a merger or consolidation, each Member shall vote or cause aggregate consideration to be voted all Membership Interests that such Member holds paid shall be allocated as provided in favor of such transaction Section 10.4(c) and (ii) a Co-Seller 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 not be required to effectuate such Transfer, (C) each Member shall be obligated to provide the same representations, warranties, covenants and agreements that Majority in Interest of the Members agree to provide make any representations or warranties in connection with such Transfer (except that each Member shall only be obligated to provide any such other than representations and warranties that relate specifically as to (x) such particular Member, such as representations Co-Seller’s Membership Interests will be Transferred free and warranties given by a Member regarding such Member’s title to and ownership clear of such Member’s Interest)all Liens, (Dy) each Member shall be obligated such Co-Seller’s power and authority to join severally on a pro rata basis effect such Transfer, and (based on z) such matters pertaining to compliance with securities laws as the relative consideration acquiring party may reasonably require. (c) In any Transfer subject to be received by each such Member) in any indemnification or other obligations that Majority in Interest of the Members agree to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of such Member’s Membership Interest); providedthis Section 10.4, however, that that the indemnification obligation of each individual Member shall not exceed the aggregate consideration to be received paid by such Member, and (E) no Member the acquiring party shall be required allocated to enter into any non-competitioneach class of Membership Interests, non-solicitation or similar restrictive covenants 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 (although they may be required giving effect to remain subject all distributions actually made pursuant to confidentiality restrictions in respect Article 5 through the date of the business of the Company and its Subsidiaries consistent with those set forth in this AgreementTransfer). (iid) The obligations 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 acquiror, all material terms and the date of the Members under this Section 5.04(b) are subject to the condition that upon the consummation closing of the Transfer, all of . Each Co-Seller shall take such actions as may be reasonably required and otherwise cooperate in good faith with the holders of Membership Interest shall receive the same form and proportionate amount of consideration as the Majority in Interest of the Members. (iii) Each Member transferring Membership Interest pursuant to this Section 5.04(b) shall pay its pro rata share based on its Membership Interest of the expenses incurred by the Majority in Interest of the Selling Members in connection with such Transferconsummating the Transfer subject to this Section 10.4.

Drag Along. If (i) At any time from and after the Majority in Interest of 3rd anniversary from the Members elects to cause the Transfer of all, but not less thandate hereof, all of Unitholders hereby agree, if requested by the Membership Interests in the Company RAH Member pursuant to a bona fide third party purchaser, and if Transfer Notice to the Board of Managers has not exercised its rights pursuant to Section 5.04(a), then the Majority in Interest of the Members shall notify the other Members in writing (the “Drag Notice”) Unitholders at least 30 days prior to any such Transfer, to sell the consummation Drag Along Sale Amount of the Units then held by the Unitholders to the purchaser specified in such transaction of its election to exercise Transfer Notice, in the rights manner and on the same contract terms set forth in this Section 5.04(b). The Drag Transfer Notice shall disclose in detail the identity of the prospective Transferee(s)(including without limitation, and the terms and conditions of the proposed Transfer. (i) If the Majority in Interest of the Members delivers the notice specified in this Section 5.04(b), then, subject to this Section 5.04(b), the other Members shall vote for, consent to, and raise no objections to the 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, and all Members shall 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, (C) each Member shall be obligated to provide making the same representations, warranties, covenants covenants, indemnities, and agreements as the RAH Members), to a bona fide prospective purchaser that Majority in Interest is not an Affiliate of the Members agree to provide RAH Member, provided that in connection with such Transfer (except that each Member shall only be obligated to provide any such representations and warranties that relate specifically 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 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 particular MemberUnits, such as representations and warranties given redemption to occur at or before the time the RAH Member receives proceeds from the sale of Units. The "DRAG ALONG SALE AMOUNT", shall equal the number of Units required 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 purchaser to be received included in such sale less any Units being sold by each such the RAH Member) in any indemnification or other obligations that Majority in Interest of the Members agree to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of such Member’s Membership Interest); provided, however, that that the indemnification obligation of each individual Member shall not exceed the aggregate consideration to be received by such Member, and (E) no Member shall be 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 In furtherance of Section 8.2(b)(i), it is the intent of the Members under this Section 5.04(b) are subject parties that, in a transaction in which drag-along rights apply, the aggregate sale proceeds shall be divided proportionately with respect to the condition that upon Unitholders based on the consummation Unitholders' respective shares of the Transferliquidation proceeds that Unitholders would receive, all respectively, in the event of a hypothetical liquidation of the holders Company at the enterprise value implied by the proposed sales price; and appropriate adjustments will be made to take account of Membership Interest the participation of the Preferred Units, however in any event the Preferred Units shall receive the same form and proportionate amount of consideration as the Majority in Interest of the MembersPreferred Redemption Value for such Units. (iii) Each Member transferring Membership Interest pursuant to this Section 5.04(b) shall 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.

Drag Along. (a) If the Majority one or more Sponsor Holders elect to Transfer to any Person or Persons in Interest of the Members elects to cause the Transfer of all, but not less than, all of the Membership Interests in the Company to a bona fide third party purchaserarms’-length transaction or series of related transactions more than 50% of the total number of outstanding Class A Units held by the Sponsor Holders, and if the Board of Managers has not exercised its rights pursuant to which each holder of Class A Units receives the consideration in accordance with Section 5.04(a6(d) of this Exhibit B (a “Sale Event”), then then, upon ten (10) Business Days written notice from the Majority in Interest of the Members shall notify the other Members in writing (the “Drag Notice”) at least 30 days prior Sponsor Holders to the consummation holders of such transaction of its election to exercise the rights set forth in this Section 5.04(b). The Drag Notice Class B Units, which notice shall disclose in detail the identity of the prospective Transferee(s), and the terms and conditions 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 Units to be Transferred (the “Sale Request”), each holder of Class B Units shall be obligated to, and shall (i) If the Majority in Interest of the Members delivers the notice specified in this Section 5.04(b)Transfer and deliver, then, subject to this Section 5.04(b), the other Members shall vote for, consent to, and raise no objections to the 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, and all Members shall 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 Transferred and delivered, to such Person the same percentage of Class B Units as the percentage of Class A Units the Sponsor Holders are Transferring in the same transaction at the closing thereof (and will deliver certificates for all Membership Interests that such Member holds in favor of such transaction Units, at the closing, free and shall waive 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 dissenter’s rights, appraisal rights or similar rights which such Member may have in connection therewith, (B) if agreement for the Transfer is structured as of such Class B Units and any other agreement, instrument 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 certificates necessary to effectuate such Transfer, (C) each Member shall be obligated to provide the same representations, warranties, covenants and agreements that Majority in Interest of the 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 by each such Member) in any indemnification or other obligations that Majority in Interest of the Members agree to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of such Member’s Membership Interest); 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 no less favorable than the indemnification obligation of each individual Member 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 aggregate value of the consideration to be received by such Member, and (E) no Member shall be 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 each holder 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 Majority in Interest of the Members. (iii) Each Member transferring Membership Interest pursuant to this Section 5.04(b) shall pay its pro rata share based on its Membership Interest of the expenses incurred by the Majority in Interest of the Members Class B Units in connection with such Transfer. (b) The provisions of Section 6(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 of the date of the Sale Request, the provisions of Section 6(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 Sponsor Holders may exercise their right under Section 6(a) of this Exhibit B only if the consideration to be received in respect of Class B Units in connection with the Sale Event shall be determined based upon (i) the deemed fair market value of the Company implied by the value of the consideration to be received in the Sale Event and (ii) the resulting relative values of the Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the holders of Units in accordance with Section 8.02.

Drag Along. (a) If the Majority one or more Class A Members elect to Transfer to any Person or Persons in Interest a bona fide arms’-length transaction or series of related transactions more than 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 14.8(d) (a “Sale Event”), then, upon ten (10) Business Days written notice from such Class A Members elects to the Class C 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 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 C Membership Interest or the Class D Membership Interest, as applicable, held by such 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 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 allsuch Class C Membership Interest or Class D Membership Interest, but not less than, all of the Membership Interests in the Company to a bona fide third party purchaseras applicable, and if the Board of Managers has not exercised its rights pursuant any other agreement, instrument or certificates necessary to Section 5.04(a)effectuate such Transfer; provided, then the Majority in Interest of the Members 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)however, and that, the terms and conditions of agreed to by the proposed Transfer. (i) If Class C Members or the Majority in Interest of Class D Member, as applicable, shall be substantially the Members delivers the notice specified in this Section 5.04(b), then, subject to this Section 5.04(b), the other Members shall vote for, consent to, and raise no objections to the proposed transaction so long 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) [RESERVED]. (c) If the Sale Event has not occurred within 90 Days of the sale date of the Sale Request, the provisions of Section 14.8(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 14.8(a) (i) with respect to the Class D Membership Interests by the Majority in Interest of the Members is the same as that which is proposed to the other Members, and all Members shall 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) only 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, (C) each Member shall be obligated to provide the same representations, warranties, covenants and agreements that Majority in Interest of the 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 by each such Member) in any indemnification or other obligations that Majority in Interest respect of the Members agree Class D Membership Interests to provide in connection with such Transfer be sold to the prospective Transferee shall be determined based upon (other than any such obligations that relate specifically A) the deemed value of the Company implied by the price to a particular Member such as indemnification be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (B) the resulting relative value of the Sharing Percentage attributable to the Class D Membership Interests and (ii) with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of such Member’s Class C Membership Interest); provided, however, that that Interest only if the indemnification obligation of each individual Member shall not exceed the aggregate consideration to be received by such Member, and (E) no Member shall be 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 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 its Subsidiaries consistent with those set forth (B) the resulting distributions that would be made in this Agreement)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. (iie) The obligations 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 Members under this total Class A Membership Interest, and the provisions of each of Section 5.04(b) are subject 14.7 and Section 14.8 apply, then notwithstanding anything herein to the condition that upon contrary other than Section 14.8(g), the consummation provisions of Section 14.8 shall apply prior to the Transfer, all provisions of the holders of Membership Interest shall receive the same form and proportionate amount of consideration as the Majority in Interest of the MembersSection 14.7. (iiif) Each Member transferring Membership Interest pursuant 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 5.04(b14.8 shall not apply without the prior approval of a majority of the Independent Committee. (g) Section 14.7(d) shall pay its pro rata share based on its Membership Interest apply in respect of all matters described in this Section 14.8 notwithstanding anything herein to the expenses incurred by the Majority in Interest of the Members in connection with such Transfercontrary.