Common use of Exercise of Tag-Along Right Clause in Contracts

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Class A Member timely electing to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Units (and applicable Unit Equivalents, if any) equal to the product of (x) the aggregate number of Units (and applicable Unit Equivalents) that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A Member, as applicable, and (B) the denominator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members (such amount the “Tag-along Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number of Units and/or Unit Equivalents (up to its Tag-along Portion) to be Transferred by it no later than twenty (20) Business Days after receipt of the Sale Notice (the “Tag-along Period”). (iii) The election of each Tag-along Class A Member set forth in a Tag- along Notice shall be irrevocable, and such Tag-along Class A Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.5.

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Class A Member timely electing to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Units (and applicable Unit Equivalents, if any) equal to the product of (x) the aggregate number of Units (and applicable Unit Equivalents) that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction fraction (A) the numerator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A Member, as applicable, and (B) the denominator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members (such amount the “Tag-along Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number of Units and/or Unit Equivalents (up to its Tag-along Portion) to be Transferred by it no later than twenty (20) Business Days after receipt of the Sale Notice (the “Tag-along Period”). (iii) The election of each Tag-along Class A Member set forth in a Tag- Tag-along Notice shall be irrevocable, and such Tag-along Class A Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.5.

Exercise of Tag-Along Right. (i) The Selling Member Stockholder and each Tag-along Class A Member Stockholder timely electing to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii3.5(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Units (and applicable Unit Equivalents, if any) Common Shares equal to the product of (xA) the aggregate number of Units (and applicable Unit Equivalents) Common Shares that the Proposed Transferee proposes or has otherwise agreed to buy as stated in the Sale Notice and (yB) a fraction (Ax) the numerator of which is equal to the number of Units on a Fully Diluted Basis Common Shares then held by the Selling Member or Tag-along Class A Member, as applicableapplicable Stockholder, and (By) the denominator of which is equal to the number of Units on a Fully Diluted Basis Common Shares then held by the Selling Member Stockholder and all of the Tag-along Class A Members Stockholders timely electing to participate in the Tag-along Sale pursuant to Section 3.5(d)(ii) (such amount with respect to the Common Shares, the “Tag-along Portion”). (ii) Each Tag-along Class A Member Stockholder shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member Stockholder a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number of Units and/or Unit Equivalents Common Shares (up to its Tag-along Portion) to be Transferred by it no later than twenty ten (2010) Business Days days after receipt of the Sale Notice (the “Tag-along Period”). (iii) The election offer of each Tag-along Class A Member Stockholder set forth in a Tag- Tag-along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Tag-along Class A Member Stockholder shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.53.5.

Exercise of Tag-Along Right. (i) The Selling Member and each Each Tag-along Class A Member timely electing may exercise its right to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii) shall have on the right to Transfer terms described in the Tag-along Sale the number of Units (and applicable Unit Equivalents, if any) equal to the product of (x) the aggregate number of Units (and applicable Unit Equivalents) that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A Member, as applicable, and (B) the denominator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members (such amount the “Tag-along Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member a written notice (a “Tag-along Exercise Notice”) stating its election to do so and specifying the number of Units and/or Unit Equivalents (up to its Tag-along Portion) to be Transferred by it no later than twenty (20) 10 Business Days after receipt of the Sale Tag-along Notice (the “Tag-along Exercise Period”). (iii) . The election of each such Tag-along Class A Member set forth in a Tag- Tag-along Exercise Notice shall be irrevocable, and and, to the extent the offer in the Tag-along Notice is accepted, such Tag-along Class A Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.53.01. If one or more Tag-along Members elects pursuant to a Tag-along Exercise Notice and this Section 3.01(d)(i) to participate in the Tag-along Sale, the number of Membership Interest Units of Tag-along Membership Interest Units that the Selling Member may sell in the Tag-along Sale shall be correspondingly reduced. (ii) The Selling Member and each Tag-along Member timely electing to participate in the Tag-along Sale pursuant to Section 3.01(d)(i) shall have the right to Transfer in the Tag-along Sale the number of Membership Interest Units equal to the product of (A) the aggregate number of Membership Interest Units set out in the applicable Tag-along Notice and

Exercise of Tag-Along Right. (i) The Selling Member and each Each Tag-along Class A Member timely electing Stockholder may exercise its right to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii) shall have on the right to Transfer terms described in the Tag-along Sale the number of Units (and applicable Unit Equivalents, if any) equal to the product of (x) the aggregate number of Units (and applicable Unit Equivalents) that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A Member, as applicable, and (B) the denominator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members (such amount the “Tag-along Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member Stockholder a written notice (a “Tag-along Exercise Notice”) stating its election to do so and specifying the number for each class or series of Units and/or Unit Equivalents (up to its Tag-along Portion) to be Transferred by it Stock included in the Tag-along Notice no later than twenty ten (2010) Business Days after receipt of the Sale Tag-along Notice (the “Tag-along Exercise Period”). (iii) . The election of each Tag-along Class A Member Stockholder set forth in a Tag- Tag-along Exercise Notice shall be irrevocable, and and, to the extent the offer in the Tag-along Notice is accepted, such Tag-along Class A Member Stockholder shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.54.04. If one or more Tag-along Stockholders elects pursuant to a Tag-along Exercise Notice and this Section 4.04(d)(i) to participate in the Tag-along Sale, the number of each applicable class or series of Tag-along Stock that the Selling Stockholder may sell in the Tag-along Sale shall be correspondingly reduced in accordance with Section 4.04(d)(ii). (ii) The Selling Stockholder and each Tag-along Stockholder timely electing to participate in the Tag-along Sale pursuant to Section 4.04(d)(i) shall have the right to Transfer in the Tag-along Sale the number of Shares (or applicable Stock Equivalents) of each class or series of Tag-along Stock set out in the applicable Tag-along Notice, treated as separate classes for purposes of this calculation, equal to the product of (A) the aggregate number of shares of the particular class or series of Tag-along Stock, as the case may be, set out in the applicable Tag-along Notice and (B) such Stockholder’s Tag-along Pro Rata Portion for the applicable class or series of Tag-along Stock. Any Tag-along Stockholder may elect to sell in the Tag-along Sale less than the number of Shares (or Stock Equivalents) calculated pursuant to this Section 4.04(d)(ii) for any particular class or series of Tag-along Stock, in which case the Selling Stockholder and each Tag-along Stockholder timely electing to sell its full Tag-along Pro Rata Portion of each applicable class or series of Tag-along Stock in the Tag-along Sale pursuant to this Section 4.04(d)(ii) (each, a “Fully Electing Tag-along Stockholder”) shall have the right, pursuant to Section 4.04(e), to sell the applicable shares of Tag-along Stock not elected to be sold by a Tag-along Stockholder.

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Class A Member timely electing to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii10.05(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Common Units and/or Preferred Units (and applicable Unit Equivalents, if any) ), as the case may be, equal to the product of (x) the aggregate number of Common Units or Preferred Units (and applicable Unit Equivalents) ), as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Common Units and Preferred Units on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A applicable Member, as applicable, and (B) the denominator of which is equal to the number of Common Units and Preferred Units, as the case may be, on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members timely electing to participate in the Tag-along Sale pursuant to Section 10.05(d)(ii) (such amount amount, the “Tag-along Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number and class of Units and/or Unit Equivalents (up to its Tag-along Portion) ), to be Transferred by it no later than twenty ten (2010) Business Days after receipt of the Sale Notice (the “Tag-along Period”). (iii) The election offer of each Tag-along Class A Member set forth in a Tag- Tag-along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Tag-along Class A Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.510.05.

Exercise of Tag-Along Right. (i) The Selling Member and each Each Tag-along Class A Member timely electing Stockholder may exercise its right to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii) shall have on the right to Transfer terms described in the Tag-along Sale the number of Units (and applicable Unit Equivalents, if any) equal to the product of (x) the aggregate number of Units (and applicable Unit Equivalents) that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A Member, as applicable, and (B) the denominator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members (such amount the “Tag-along Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member Stockholder a written notice (a “Tag-along Exercise Notice”) stating its election to do so and specifying for the number of Units and/or Unit Equivalents (up to its Tag-along Portion) to be Transferred by it Stock included in the Tag-along Notice no later than twenty ten (2010) Business Days days after receipt of the Sale Tag-along Notice (the “Tag-along Exercise Period”). (iii) . The election of each Tag-along Class A Member Stockholder set forth in a Tag- Tag-along Exercise Notice shall be irrevocable, and such and, to the extent the offer in the Tag-along Class A Member Notice is accepted, such Tag- along Stockholder shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.54.04. If one or more Tag-along Stockholders elects pursuant to a Tag-along Exercise Notice and this Section 4.04(d)(i) to participate in the Tag-along Sale, the number of Tag-along Stock that the Selling Stockholder may sell in the Tag-along Sale shall be correspondingly reduced in accordance with Section 4.04(d)(ii). (ii) The Selling Stockholder and each Tag-along Stockholder timely electing to participate in the Tag-along Sale pursuant to Section 4.04(d)(i) shall have the right to Transfer in the Tag-along Sale the number of Shares (or applicable Stock Equivalents) of Tag-along Stock set out in the applicable Tag-along Notice, equal to the product of (A) the aggregate number of shares of Tag-along Stock, set out in the applicable Tag-along Notice and (B) such Stockholder’s Tag-along Pro Rata Portion of Tag-along Stock. Any Tag-along Stockholder may elect to sell in the Tag-along Sale less than the number of Shares (or Stock Equivalents) calculated pursuant to this Section 4.04(d)(ii) for any Tag- along Stock, in which case the Selling Stockholder shall have the right to sell the applicable shares of Tag-along Stock not elected to be sold by a Tag-along Stockholder.

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Class A Member timely electing to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii) shall have the right to Transfer in the Tag-along Sale the number amount of Units (and applicable Unit EquivalentsMembership Interests, if any) equal to the product of (x) the aggregate number total percentage of Units (and applicable Unit Equivalents) Membership Interests that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number percentage of Units on a Fully Diluted Basis Membership Interests then held by the Selling Member or Tag-along Class A applicable Member, as applicable, and (B) the denominator of which is equal to the number total percentage of Units on a Fully Diluted Basis Membership Interests then held by the Selling Member and all of the Tag-along Class A Members timely electing to participate in the Tag- along Sale pursuant to Section 10.5(d)(ii) (such amount amount, the “Tag-along Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number amount of Units and/or Unit Equivalents Membership Interests (up to its Tag-Tag- along Portion) to be Transferred by it no later than twenty ten (2010) Business Days after receipt of the Sale Notice (the “Tag-along Period”). (iii) The election offer of each Tag-along Class A Member set forth in a Tag- Tag-along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Tag-along Class A Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.5.

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Class A Member timely electing to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii10.05(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Common Units and/or Preferred Units (and applicable Unit Equivalents, if any) ), as the case may be and with the Common Units and Preferred units treated as separate classes for purposes of this calculation, equal to the product of (x) the aggregate number of Common Units or Preferred Units (and applicable Unit Equivalents) ), as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Common Units or Preferred Units, as the case may be, on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A applicable Member, as applicable, and (B) the denominator of which is equal to the number of Common Units or Preferred Units, as the case may be, on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members timely electing to participate in the Tag-along Sale pursuant to Section 10.05(d)(ii) (such amount with respect to the Common Units (and applicable Unit Equivalents, if any), the “Common Tag-along Portion”, and with respect to the Preferred Units (and applicable Unit Equivalents, if any), the “Preferred Tag-along Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number of Common Units and/or Unit Equivalents (up to its Common Tag-along Portion) and/or Preferred Units and/or Unit Equivalents (up to its Preferred Tag-along Portion), as the case may be, to be Transferred by it no later than twenty ten (2010) Business Days after receipt of the Sale Notice (the “Tag-along Period”). (iii) The election offer of each Tag-along Class A Member set forth in a Tag- Tag-along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Tag-along Class A Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.510.05.

Exercise of Tag-Along Right. (i) The Selling Member and each Each Tag-along Class A Member timely electing Stockholder may exercise its right to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii) shall have on the right to Transfer terms described in the Tag-along Sale the number of Units (and applicable Unit Equivalents, if any) equal to the product of (x) the aggregate number of Units (and applicable Unit Equivalents) that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A Member, as applicable, and (B) the denominator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members (such amount the “Tag-along Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member Stockholder a written notice (a “Tag-along Exercise Notice”) stating its election to do so and specifying the number for each class or series of Units and/or Unit Equivalents (up to its Tag-along Portion) to be Transferred by it Stock included in the Tag-along Notice no later than twenty ten (2010) Business Days after receipt of the Sale Tag-along Notice (the “Tag-along Exercise Period”). (iii) . The election of each Tag-along Class A Member Stockholder set forth in a Tag- Tag-along Exercise Notice shall be irrevocable, and and, to the extent the offer in the Tag-along Notice is accepted, such Tag-along Class A Member Stockholder shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.54.04. If one or more Tag-along Stockholders elects pursuant to a Tag-along Exercise Notice and this Section 4.04(d)(i) to participate in the Tag-along Sale, the number of each applicable class or series of Tag-along Stock that the Selling Stockholder may sell in the Tag-along Sale shall be correspondingly reduced in accordance with Section 4.04(d)(ii). (ii) The Selling Stockholder and each Tag-along Stockholder timely electing to participate in the Tag-along Sale pursuant to Section 4.04(d)(i) shall have the right to Transfer in the Tag-along Sale the number of Shares (or applicable Stock Equivalents) of each class or series of Tag-along Stock set out in the applicable Tag-along Notice, treated as separate classes for purposes of this calculation, equal to the product of (A) the aggregate number of shares of the particular class or series of Tag-along Stock, as the case may be, set out in the applicable Tag-along Notice and (B) such Stockholder’s Tag-along Pro Rata Portion for the applicable class or series of Tag-along Stock.

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Class A Along Member timely electing to participate in the Tag-along Along Sale pursuant to Section 10.5(d)(ii10.05(d)(ii) shall have the right to Transfer in the Tag-along Along Sale the number of Units (and applicable Unit Equivalents, if any) equal to the product of (xA) the aggregate number of Units (and applicable Unit Equivalents) that the Proposed Transferee proposes to buy as stated in the Sale Notice and (yB) a fraction (Ax) the numerator of which is equal to the number of Units on a Fully Diluted Basis an as-converted basis then held by the Selling Member or such applicable Tag-along Class A Member, as applicable, Along Member and (By) the denominator of which is equal to the number of Units on a Fully Diluted Basis Common Units Deemed Outstanding basis then held by the Selling Member and all of the Tag-along Class A Along Members timely electing to participate in the Tag-Along Sale pursuant to Section 10.05(d)(ii) (such amount the “Tag-along Along Portion”). (ii) Each Tag-along Class A Along Member shall may exercise its such Tag-Along Member’s right to participate in a Tag-along Along Sale by delivering to the Selling Member a written notice (a “Tag-along Along Notice”) stating its such Tag-Along Member’s election to do so and specifying the number and class of Units and/or Unit Equivalents (up to its such Tag-along Along Member’s Tag-Along Portion) to be Transferred by it such Tag-Along Member (which may be Common Units to be issued to such Tag-Along Member following the conversion of any such Tag-Along Member’s Preferred Units pursuant to Section 3.06) no later than twenty ten (2010) Business Days after receipt of the Sale Notice (the “Tag-along Along Period”). (iii) The election offer of each Tag-along Class A Along Member set forth in a Tag- along Tag-Along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Tag-along Class A Along Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.510.05.

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Class A Member timely electing to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii6.04(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Units (and applicable Unit Equivalents, if any) ), as the case may be and with all Units treated as separate classes for purposes of this calculation, equal to the product of (x) the aggregate number of Units (and applicable Unit Equivalents) ), as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Units Units, on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A applicable Member, as applicable, and (B) the denominator of which is equal to the number of Units Units, on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members timely electing to participate in the Tag-along Sale pursuant to Section 6.04(d)(ii) (such amount with respect to the “Units (and applicable Unit Equivalents, if any), the ” Tag-along Portion”” (and applicable Unit Equivalents, if any). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number of Units and/or Unit Equivalents (up to its Tag-along Portion) ), to be Transferred by it no later than twenty ten (2010) Business Days after receipt of the Sale Notice (the “Tag-along Period”). (iii) The election offer of each Tag-along Class A Member set forth in a Tag- Tag-along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Tag-along Class A Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.56.04.

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Class A Member timely electing to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii10.05(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Common Units (and applicable Unit Equivalents, if any) ), equal to the product of (x) the aggregate number of Common Units (and applicable Unit Equivalents) that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Common Units on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A applicable Member, as applicable, and (B) the denominator of which is equal to the number of Common Units on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members timely electing to participate in the Tag-along Sale pursuant to Section 10.05(d)(ii) (such amount the “Tag-along Tagalong Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number of Common Units and/or Unit Equivalents (up to its Tag-along Portion) to be Transferred by it no later than twenty ten (2010) Business Days after receipt of the Sale Notice (the “Tag-along Period”). (iii) The election offer of each Tag-along Class A Member set forth in a Tag- Tag-along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Tag-along Class A Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.510.05.

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Class A Member timely electing to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii8.05(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Common Units (and applicable Unit Equivalents, if any) equal to the product of (x) the aggregate number of Common Units (and applicable Unit Equivalents) that the Proposed Transferee proposes or has otherwise agreed to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Common Units on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A applicable Member, as applicable, and (B) the denominator of which is equal to the number of Common Units on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members timely electing to participate in the Tag-along Sale pursuant to Section 8.05(d)(ii) (such amount with respect to the Common Units, the “Tag-along Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number of Common Units and/or Unit Equivalents (up to its Tag-along Portion) to be Transferred by it no later than twenty ten (2010) Business Days after receipt of the Sale Notice (the “Tag-along Period”). (iii) The election offer of each Tag-along Class A Member set forth in a Tag- Tag-along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Tag-along Class A Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.58.05.

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Class A Member timely electing to participate in the Tag-along Sale pursuant to Section 10.5(d)(iiX.5(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Common Units and/or Preferred Units (and applicable Unit Equivalents, if any) ), as the case may be and with the Common Units and Preferred units treated as separate classes for purposes of this calculation, equal to the product of (x) the aggregate number of Common Units or Preferred Units (and applicable Unit Equivalents) ), as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Common Units or Preferred Units, as the case may be, on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A applicable Member, as applicable, and (B) the denominator of which is equal to the number of Common Units or Preferred Units, as the case may be, on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members timely electing to participate in the Tag-along Sale pursuant to Section X.5(d)(ii) (such amount with respect to the Common Units (and applicable Unit Equivalents, if any), the “Common Tag-along Portion”, and with respect to the Preferred Units (and applicable Unit Equivalents, if any), the “Preferred Tag-along Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number of Common Units and/or Unit Equivalents (up to its Common Tag-along Portion) and/or Preferred Units and/or Unit Equivalents (up to its Preferred Tag-along Portion), as the case may be, to be Transferred by it no later than twenty ten (2010) Business Days after receipt of the Sale Notice (the “Tag-along Period”). (iii) The election offer of each Tag-along Class A Member set forth in a Tag- Tag-along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Tag-along Class A Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.5X.5.

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Class A Along Member timely electing to participate in the Tag-along Along Sale pursuant to Section 10.5(d)(ii10.04(d)(ii) shall have the right to Transfer in the Tag-along Along Sale the number of Units (and applicable Common Units, Warrants or other Common Unit Equivalents, if any) , as the case may be, and with the Common Units, Warrants and other Common Unit Equivalents treated as separate classes for purposes of this calculation, equal to the product of (x) the aggregate number of Units (and applicable Common Units, Warrants or other Common Unit Equivalents) , as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and Notice, multiplied by (y) a fraction (A) the numerator of which is equal to the number of Common Units on a Fully Diluted Basis then held by the Selling Member or applicable Tag-along Class A Member, as applicable, Along Member and (B) the denominator of which is equal to the number of Common Units on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Along Members timely electing to participate in the Tag-Along Sale pursuant to Section 10.04(d)(ii) (such amount the “Tag-along Along Portion”). (ii) Each Tag-along Class A Along Member shall exercise its right to participate in a Tag-along Along Sale by delivering to the Selling Member a written notice (a “Tag-along Along Notice”) stating its election to do so and specifying the number of Units and/or Common Units, Warrants or other Common Unit Equivalents (up to its Tag-along Along Portion) to be Transferred by it no later than twenty (20) 10 Business Days after receipt of the Sale Notice (the “Tag-along Along Period”). (iii) The election offer of each Tag-along Class A Along Member set forth in a Tag- along Tag-Along Notice shall be irrevocableirrevocable and, and to the extent such offer is accepted, such Tag-along Class A Along Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.510.04.

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Class A Member timely electing to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii9.06(d)(ii) shall have the right to Transfer in the Tag-along Sale the number amount of Units (and applicable Unit EquivalentsMembership Interests, if any) equal to the product of (x) the aggregate number total percentage of Units (and applicable Unit Equivalents) that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number percentage of Units on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A [ ] Member, as applicable, and (B) the denominator of which is equal to the number total percentage of Units on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members Member timely electing to participate in the Tag-along Sale pursuant to Section 9.06(d)(ii) (such amount amount, the “Tag-along Portion”). (ii) Each The Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number amount of Units and/or Unit Equivalents Membership Interests (up to its Tag-along Portion) to be Transferred by it no later than twenty ten (2010) Business Days after receipt of the Sale Notice (the “Tag-along Period”); provided that any such election in in connection with a Transfer pursuant to Section 9.05 may be made in the [ ] Member Rights Exercise Notice or a Tag-along Notice. (iii) The election offer of each the Tag-along Class A Member set forth in a Tag- Tag-along Notice or an [ ] Member Rights Exercise Notice shall be irrevocable, and and, to the extent such offer is accepted, the Tag-along Class A Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.59.06 or Section 9.05(c)(i), as applicable.

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Class A Member timely electing to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii11.05(d)(ii) shall have the right to Transfer in the Tag-Tag along Sale the number of Common Units (and applicable Unit Equivalents, if any) ), as the case may be, equal to the product of (x) the aggregate number of Common Units (and applicable Unit Equivalents) ), as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a :fraction (A) the numerator of which is equal to the number of Units Common Units, as the case may be, on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A applicable Member, as applicable, and (B) the denominator of which is equal to the number of Units Common Units, as the case may be, on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members timely electing to participate in the Tag-along Sale pursuant to Section 11.05(d)(ii) (such amount with respect to the Common Units (and applicable Unit Equivalents, if any), the “Common Tag-along Portion.”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member a written notice (a “Tag-Tag along Notice”) stating its election to do so and specifying the number of Common Units and/or Unit Equivalents (up to its Common Tag-along Portion) ), as the case may be, to be Transferred by it no later than twenty ten (2010) Business Days after receipt of the Sale Notice (the “Tag-along Period”). (iii) The election offer of each Tag-along Class A Member set forth in a Tag- Tag-along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Tag-along Class A Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.511.05.

Exercise of Tag-Along Right. (i) The Selling Member and each Each Tag-along Class A Member timely electing Stockholder may exercise its right to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii) shall have on the right to Transfer terms described in the Tag-along Sale the number of Units (and applicable Unit Equivalents, if any) equal to the product of (x) the aggregate number of Units (and applicable Unit Equivalents) that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A Member, as applicable, and (B) the denominator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members (such amount the “Tag-along Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member Stockholder a written notice (a “Tag-along Exercise Notice”) stating its election to do so and specifying the number for each class or series of Units and/or Unit Equivalents (up to its Tag-along Portion) to be Transferred by it Stock included in the Tag-along Notice no later than twenty ten (2010) Business Days after receipt of the Sale Tag-along Notice (the “Tag-along Exercise Period”). (iii) . The election of each Tag-along Class A Member Stockholder set forth in a Tag- Tag-along Exercise Notice shall be irrevocable, and and, to the extent the offer in the Tag-along Notice is accepted, such Tag-along Class A Member Stockholder shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.54.04. If one or more Tag-along Stockholders elects pursuant to a Tag-along Exercise Notice and this SectionSection 4.04(d)(i) to participate in the Tag-along Sale, the number of each applicable class or series of Tag-along Stock that the Selling Stockholder may sell in the Tag-along Sale shall be correspondingly reduced in accordance with Section 4.04(d)(ii). (ii) The Selling Stockholder and each Tag-along Stockholder timely electing to participate in the Tag-along Sale pursuant to Section 4.04(d)(i) shall have the right to Transfer in the Tag-along Sale the number of Shares (or applicable Stock Equivalents) of each class or series of Tag-along Stock set out in the applicable Tag-along Notice, treated as separate classes for purposes of this calculation, equal to the product of (A) the aggregate number of shares of the particular class or series of Tag-along Stock, as the case may be, set out in the applicable Tag-along Notice and (B) such Stockholder’s Tag-along Pro Rata Portion for the applicable class or series of Tag-along Stock. Any Tag-along Stockholder may elect to sell in the Tag-along Sale less than the number of Shares (or Stock Equivalents) calculated pursuant to this Section 4.04(d)(ii) for any particular class or series of Tag-along Stock, in which case the Selling Stockholder shall have the right/the Selling Stockholder and each Tag-along Stockholder timely electing to sell its full Tag-along Pro Rata Portion of each applicable class or series of Tag-along Stock in the Tag-along Sale pursuant to this Section 4.04(d)(ii) (each, a “Fully Electing Tag-along Stockholder”) shall have the right, pursuant to Section 4.04(e), to sell the applicable shares of Tag-along Stock not elected to be sold by a Tag-along Stockholder.

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Class A Member timely electing to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii7.05(d)(ii) shall have the right to Transfer in the Tag-along Sale the number amount of Units (and applicable Unit EquivalentsMembership Interests, if any) equal to the product of (x) the aggregate number total percentage of Units (and applicable Unit Equivalents) Membership Interests that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number percentage of Units on a Fully Diluted Basis Membership Interests then held by the Selling Member or Tag-along Class A applicable Member, as applicable, and (B) the denominator of which is equal to the number total percentage of Units on a Fully Diluted Basis Membership Interests then held by the Selling Member and all of the Tag-along Class A Members timely electing to participate in the Tag-along Sale pursuant to Section 7.05(d)(ii) (such amount amount, the “Tag-along Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number amount of Units and/or Unit Equivalents Membership Interests (up to its Tag-along Portion) to be Transferred by it no later than twenty ten (2010) Business Days after receipt of the Sale Notice (the “Tag-along Period”). (iii) The election offer of each Tag-along Class A Member set forth in a Tag- Tag-along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Tag-along Class A Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.57.05.

Exercise of Tag-Along Right. (i) The Selling Member or the Affiliate Selling Member and each Tag-along Class A Member timely electing to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii10.05(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Common Units (and/or Preferred Units, as the case may be and applicable Unit Equivalentswith the Common Units and Preferred Units treated as separate classes for purposes of this calculation, if any) equal to the product of (x) the aggregate number of Common Units (and applicable Unit Equivalents) or Preferred Units, as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Common Units on a Fully Diluted Basis or Preferred Units, as the case may be, then held by the Selling Member or Tag-along Class A applicable Member, as applicable, and (B) the denominator of which is equal to the number of Common Units on a Fully Diluted Basis or Preferred Units, as the case may be, then held by the Selling Member or the Affiliate Selling Member and all of the Tag-along Class A Members timely electing to participate in the Tag-along Sale pursuant to Section 10.05(d)(ii) (such amount with respect to the “Common Units, the "Common Tag-along Portion”", and with respect to the Preferred Units, the "Preferred Tag-along Portion"). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member or the Affiliate Selling Member a written notice (a “"Tag-along Notice”") stating its election to do so and specifying the number of Common Units and/or Unit Equivalents (up equal to its Common Tag-along Portion) and/or Preferred Units (equal to its Preferred Tag-along Portion), as the case may be, to be Transferred by it no later than twenty ten (2010) Business Days after receipt of the Sale Notice (the “"Tag-along Period”"). (iii) The election offer of each Tag-along Class A Member set forth in a Tag- Tag-along Notice shall be irrevocable, and and, to the extent such offer is accepted, such Tag-along Class A Member shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.510.05.

Exercise of Tag-Along Right. (ia) The Selling Member and each Tag-along Class A Member timely electing Investor may exercise its right to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii) shall have on the right to Transfer terms described in the Tag-along Sale the number of Units (and applicable Unit Equivalents, if any) equal to the product of (x) the aggregate number of Units (and applicable Unit Equivalents) that the Proposed Transferee proposes to buy as stated in the Sale Offering Investor Notice and (y) a fraction (A) the numerator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A Member, as applicable, and (B) the denominator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members (such amount the “Tag-along Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member Investor a written notice (a “Tag-along Exercise Notice”) within the Option Period stating its (i) the Tag-along Investor’s election to do so and specifying the number for each class or series of Units and/or Unit Equivalents (up to its Tag-along PortionShares included in the Offering Investor Notice within the Option Period, and (ii) its election to be Transferred by it no later than twenty (20) Business Days after receipt not exercise its rights under Section 7. The election of the Sale Notice (the “Tag-along Period”). (iii) The election of each Tag-along Class A Member Investor set forth in a Tag- Tag-along Exercise Notice shall be irrevocable, and and, to the extent the offer described in the Offering Investor Notice is accepted, such Tag-along Class A Member Investor shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.58. (b) The Selling Investor and Tag-along Investor timely electing to participate in the Tag-along Sale pursuant to Section 8.4(a) shall have the right to Transfer in the Tag-along Sale the number of Shares of each class or series of Tag-along Shares set out in the applicable Offering Investor Notice, treated as separate classes for purposes of this calculation, equal to the product of (A) the aggregate number of shares of the particular class or series of Tag-along Share, as the case may be, set out in the applicable Offering Investor Notice and (B) such Investor’s Tag-along Pro Rata Portion for the applicable class or series of Tag-along Share. The Tag-along Investor may elect to sell in the Tag-along Sale less than the number of Shares calculated pursuant to this Section 8.3(b) for any particular class or series of Tag-along Share, in which case the Selling Investor shall have the right to sell the applicable shares of Tag-along Shares not elected to be sold by a Tag-along Investor.

Exercise of Tag-Along Right. (i) The Selling Member and each Each Tag-along Class A Member timely electing Stockholder may exercise its right to participate in the Tag-along Sale pursuant to Section 10.5(d)(ii) shall have on the right to Transfer terms described in the Tag-along Sale the number of Units (and applicable Unit Equivalents, if any) equal to the product of (x) the aggregate number of Units (and applicable Unit Equivalents) that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member or Tag-along Class A Member, as applicable, and (B) the denominator of which is equal to the number of Units on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Class A Members (such amount the “Tag-along Portion”). (ii) Each Tag-along Class A Member shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Member Stockholder a written notice (a “Tag-along Exercise Notice”) stating its election to do so and specifying the number for each class or series of Units and/or Unit Equivalents (up to its Tag-along Portion) to be Transferred by it Stock included in the Tag-along Notice no later than twenty ten (2010) Business Days after receipt of the Sale Tag-along Notice (the “Tag-along Exercise Period”). (iii) . The election of each Tag-along Class A Member Stockholder set forth in a Tag- Tag-along Exercise Notice shall be irrevocable, and and, to the extent the offer in the Tag-along Notice is accepted, such Tag-along Class A Member Stockholder shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 10.54.04. If one or more Tag-along Stockholders elects pursuant to a Tag-along Exercise Notice and this Section 4.04(d)(i) to participate in the Tag-along Sale, the number of each applicable class or series of Tag-along Stock that the Selling Stockholder may sell in the Tag-along Sale shall be correspondingly reduced in accordance with Section 4.04(d)(ii). (ii) The Selling Stockholder and each Tag-along Stockholder timely electing to participate in the Tag-along Sale pursuant to Section 4.04(d)(i) shall have the right to Transfer in the Tag-along Sale the number of Shares (or applicable Stock Equivalents) of each class or series of Tag-along Stock set out in the applicable Tag-along Notice, treated as separate classes for purposes of this calculation, equal to the product of (A) the aggregate number of shares of the particular class or series of Tag-along Stock, as the case may be, set out in the applicable Tag-along Notice and (B) such Stockholder’s Tag-along Pro Rata Portion for the applicable class or series of Tag-along Stock. Any Tag-along Stockholder may elect to sell in the Tag-along Sale less than the number of Shares (or Stock Equivalents) calculated pursuant to this Section 4.04(d)(ii) for any particular class or series of Tag-along Stock, in which case the Selling Stockholder shall have the right/the Selling Stockholder and each Tag-along Stockholder timely electing to sell its full Tag-along Pro Rata Portion of each applicable class or series of Tag-along Stock in the Tag-along Sale pursuant to this Section 4.04(d)(ii) (each, a “Fully Electing Tag-along Stockholder”) shall have the right to sell the applicable shares of Tag-along Stock not elected to be sold by a Tag-along Stockholder.