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 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 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 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 Prior to the earlier of (i) the consummation of the IPO and (ii) such time as the aggregate number of securities of the Company, Holdings or IDC or their respective Subsidiaries or successors held, directly or indirectly, by management of any of the foregoing entities, the Sponsors, the members of Igloo Co-Invest, LLC and any Additional Co-Invest Vehicle, after giving effect to any Permitted Syndication Sales, Shareholders resulting from any Permitted Syndication Sales and, in each case, any of their Permitted Transferees do not represent at least fifty percent (50%) of the voting power of the outstanding securities of such entity, either Sponsor that holds, at such time, at least 300 million Shares shall be entitled to give notice (a “Drag Advance Notice”) to the other Sponsor and Other Shareholders that such Sponsor intends to enter into (or has agreed to vote its Shares, or to execute a written consent in lieu thereof, in favor of), or cause the Company to enter into, a transaction or transactions involving the Transfer, in a single transaction or a series of related transactions, of not less than fifty percent (50%) of the outstanding Shares (which Shares to be Transferred may include Shares held by all Drag-Along Participants or persons otherwise agreeing to, or that are obligated to, sell Shares in such transaction) to one or more Class A Members elect Persons (other than to Transfer an Affiliate of such Sponsor, unless the other Sponsor consents in writing to any such Person being the counter-party in such Drag-Along Transaction) or to cause the Company to merge or consolidate with, or sell all or substantially all of its assets to, another Person or Persons (other than to an Affiliate of such Sponsor, unless the other Sponsor consents in a bona fide arms’-length transaction or series of related transactions more than 50% of writing to such Person being the total Class A Membership Interest, pursuant to which each Class A Member receives the consideration counter-party in accordance with Section 13.9(dsuch Drag-Along Transaction) (a “Sale EventDrag-Along Transaction”) and that such Sponsor is requiring the other Sponsor and the Other Shareholders to participate in such Drag-Along Transaction in the manner set forth in this Section 4.04; provided, that such Drag-Along Transaction shall require the prior written consent of the other Sponsor if such other Sponsor holds, at such time, at least 150 million Shares. In the event that a Sponsor determines to effect a Drag-Along Transaction (such Sponsor, an “Exercising Sponsor”) and receives the consent of the other Sponsor if required pursuant to the proviso in the immediately preceding sentence of this Section 4.04(a), theneach Other Shareholder and, upon ten if the other Sponsor holds, at such time, less than 150 million Shares, the other Sponsor (10each such Other Shareholder and Sponsor, as applicable, a “Drag-Along Participant”) Business Days written notice from shall have the obligation to participate, in an amount equal to its Pro Rata Portion, and at the same time and for the same price of the Shares (less, in the case of Shares issued pursuant to Employee Equity Arrangements, the exercise price, if any, for such Class A Members Shares) and on no worse economic terms applicable to the Class B MembersShares (including, which notice subject to Sections 4.04(e) and 4.09, as to form of consideration and indemnification obligations), in such Drag-Along Transaction; provided, however, that notwithstanding anything to the contrary set forth herein, in any event the Company shall include reasonable details be permitted to cause all outstanding securities issued pursuant to Employee Equity Arrangements to be treated in such Drag-Along Transaction in any manner permitted by such Employee Equity Arrangements. For the sake of clarity, in the proposed Transferevent of a Drag-Along Transaction pursuant to this Section 4.04, including each Shareholder (other than the proposed time Sponsors) acknowledges and place of closingagrees that in its capacity as a Drag-Along Participant, it shall not be entitled to any non-economic rights or benefits granted to the Exercising Sponsor(s). (b) Each Drag Advance Notice shall be required to specify (i) 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 toin, and shall (i) Transfer any other material terms and deliverconditions of, or cause to be Transferred and deliveredthe proposed Drag-Along Transaction, 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) executethe identity of the other Person(s) party to the Drag-Along Transaction, deliver (iii) the date of the anticipated completion of the proposed Drag-Along Transaction (which date shall not be less than fifteen (15) days after the delivery of such notice) and agree to be bound by (iv) any action or actions required of the terms of any agreement for Drag-Along Participants in connection with the Drag-Along Transaction (including the Transfer of the Shares held by the Drag-Along Participants and the other matters set forth in Section 4.04(c)). In the event that the Drag-Along Transaction contemplated by a Drag Advance Notice has not been completed within one hundred twenty (120) days after the delivery of the Drag Advance Notice for such Class B Membership Interest and any other agreement, instrument or certificates Drag-Along Transaction (subject to extension to the extent necessary to effectuate obtain required governmental or other approvals), then such Transfer; providedDrag Advance Notice shall be null and void, howevereach Drag-Along Participant shall be released from its obligations under such Drag Advance Notice and it shall be necessary for a separate Drag Advance Notice to be furnished by the Exercising Sponsor, that, and the other 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 this Section 13.9(a) shall not apply 4.04 separately complied with, in order to any other Permitted Transferconsummate such Drag-Along Transaction pursuant to this Section 4.04. (c) If In the Sale Event has not occurred within 90 Days event that any Transfer pursuant to this Section 4.04 is structured as a merger, consolidation, or similar business combination, each Drag-Along Participant further agrees to (i) vote in favor of the date of the Sale RequestDrag-Along Transaction, the provisions of Section 13.9(a(ii) applicable take such other action as may be required to effect such Sale Event shallDrag-Along Transaction, if such Sale Event is thereafter sought and (iii) take all action to be completedwaive any dissenters, be reapplied to such Sale Eventappraisal or other similar rights with respect thereto. (d) If Solely for purposes of Section 4.04(b) and in order to secure the performance of each Shareholder’s obligations under Section 4.04(b), each Other Shareholder hereby irrevocably appoints the Sponsors as the attorney-in-fact and proxy (with each Sponsor having the ability to act in such capacity without the other Sponsor) of such Other Shareholder (with full power of substitution) to vote, provide a Sale Event occurswritten consent or take any other action with respect to its equity securities of the Company, Holdings, IDC or any of their respective Subsidiaries (“Drag Covered Securities”) as described in this Section 4.04(d) if, and only in the event that, such Other Shareholder fails to vote or provide a written consent with respect to its Drag Covered Securities in accordance with the terms of Section 4.04(c)(i) or fails to take any other action in accordance with the terms of Section 4.04(c)(ii) or Section 4.04(c)(iii) (each such Shareholder, a “Breaching Drag Shareholder”) within three (3) days after a request by the applicable Sponsor for such vote, written consent or action. Upon such failure, the Class A Members applicable Sponsor shall have and is hereby irrevocably granted a proxy to vote, provide a written consent or take any other action with respect to each such Breaching Drag Shareholder’s Drag Covered Securities for the purposes of taking the actions required by Section 4.04(b). Each Other Shareholder intends this proxy to be, and it shall be, irrevocable and coupled with an interest, and each Other Shareholder shall take such further action and execute such other instruments as may exercise their right under be necessary to effectuate the intent of this proxy and hereby revoke any proxy previously granted by it with respect to the matters set forth in Section 13.9(a4.04(b) only if with respect to the consideration to be received in respect Drag Covered Securities of the Class B Membership Interest Company owned by such Other Shareholder. (e) In connection with any Transfer pursuant to be sold to the prospective Transferee shall be determined based upon this Section 4.04, (i) each Drag-Along Participant shall agree to make the deemed same representations, warranties, covenants, indemnities and agreements to the Transferee as made by the Exercising Sponsor in connection with such Transfer (other than any non-competition, non-solicitation or similar agreements or covenants that would bind the Drag-Along Participant or its Affiliates) and (ii) such Transfer shall be on the terms and conditions the Exercising Sponsor determines. Notwithstanding the foregoing, however, (x) all such representations, warranties, covenants, indemnities and agreements shall be made by each Drag-Along Participant severally and not jointly, (y) such Drag-Along Participant shall be required to make representations and warranties only as to its authority to sell Drag Covered Securities, the enforceability of agreements related to such Drag-Along Transaction against such Shareholder, the Drag Covered Securities to be Transferred by such Shareholder being 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), such Shareholder being the sole record and beneficial owner of Drag Covered Securities, and such Shareholder having obtained or made all necessary consents, approvals, permits, filings and notifications from governmental authorities or third parties to consummate such Drag-Along Transaction, and (z) except for the representations and warranties in clause (y) above and any obligations specifically applicable to the Drag Covered Securities of such Drag-Along Participant, any liability for breach of any such representations and warranties and covenants related to the Company, Holdings, IDC or their respective Subsidiaries shall be allocated among each Drag-Along Participant and each Exercising Sponsor pro rata based on the relative number of Drag Covered Securities to be Transferred by each of them, and the aggregate amount of liability for each such Drag-Along Participant shall not exceed the U.S. dollar value of the Company implied by the price total consideration to be paid by the prospective Transferee for the Sharing Percentage attributable to such Drag-Along Participant. (f) If any Other Shareholder fails to transfer to the Class A Membership Interest and purchaser in such sale the Drag Covered Securities to be sold pursuant to this Section 4.04, other than (iiif the Exercising Sponsor or one of its Affiliates is the general partner or managing member of such Other Shareholder) due to the resulting relative value action or failure to act of the Sharing Percentage attributable general partner or managing member of such Other Shareholder in its capacity as such, the Exercising Sponsor may, at its option, in addition to all other remedies it may have, deposit the purchase price (including any promissory note constituting all or any portion thereof) for such Drag Covered Securities with any national bank or trust company having combined capital, surplus and undivided profits in excess of $500 million (the “Escrow Agent”), and thereupon all of such Other Shareholder’s rights in and to such Drag Covered Securities shall terminate. Thereafter, upon delivery to the Class B Membership InterestCompany by such Other Shareholder of appropriate documentation evidencing the transfer of such Drag Covered Securities to the purchaser, the Exercising Sponsor shall instruct the Escrow Agent to deliver the purchase price (without any interest from the date of the closing to the date of such delivery, any such interest to accrue to the Company) to such Other Shareholder. (g) All reasonable costs and expenses incurred by the Exercising Sponsors and the Company in connection with any proposed Transfer pursuant to this Section 4.04 whether or not consummated (including all attorneys fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions) (“Transaction Expenses”), shall be paid by the Company or its Subsidiaries. For the avoidance of doubt, it is understood that this Section 4.04(g) shall not prevent any Drag-Along Transaction to be structured in a manner such that some or all of the Transaction Expenses result in a pro rata reduction in the consideration received by the Exercising Sponsor and the Drag-Along Participants in such Drag-Along Transaction.

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 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. (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 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.