Common use of Participation Rights Clause in Contracts

Participation Rights. At least 20 days prior to any Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall deliver a written notice (the “Sale Notice”) to the LLC and to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class of Units to be Transferred and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder within 20 days after delivery of the Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”). Such participation shall be based upon the Pro Rata Share represented by the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2.

Participation Rights. At least 20 fifteen (15) days prior to any Transfer, in Transfer (other than an Exempt Transfer or a Transfer by MDCP to employees of the Company or any one transaction or series of related transactions, by a holder its Affiliates) of Class A Unit, Class B Common Units or Class C Units, of any Units by MDCP which represents more than the Exempt Amount (when taking into account the aggregate Transfers (other than one or more Transfers (ix) pursuant an Exempt Transfer and (y) a Transfer by MDCP to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate employees of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors Company or any of their its Affiliates) made by MDCP after the date hereof), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) MDCP shall deliver a written notice (the “Tag-Along Sale Notice”) to the LLC Company and to each other holder of the other Unitholders (the “Other Unitholders”)Class A Common Units, specifying which notice shall specify in reasonable detail (i) the number and class of Class A Common Units to be Transferred and sold, (ii) the purchase price of the Class A Common Units being sold, (iii) the material terms and conditions of such proposed Transfer and (iv) the contemplated Transferidentity of the proposed transferee(s). The Other Unitholders holding the same class or series Each holder of Units (with the Class A Units, Class B Units, Class C Common Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) may elect to participate in the contemplated become a “Participating Unitholder” with respect to such proposed Transfer by delivering written notice to MDCP and the Transferring Unitholder Company within 20 ten (10) days after delivery of the Tag-Along Sale Notice a written notice, stating that such Unitholder has elected to be a Participating Unitholder in respect of such Transfer. The amount of Class A Common Units which may be sold by MDCP and each Participating Unitholder in any such Transfer shall be determined by multiplying (i) the quotient determined by dividing the percentage of Class A Common Units owned by such Person by the aggregate percentage of Class A Common Units owned by MDCP and the Participating Unitholders delivering and (ii) the number of Class A Common Units to be sold in the contemplated Transfer. For example, if the Tag-Along Sale Notice contemplated a sale of 100 Class A Common Units by MDCP, and if MDCP at such notice time owns 60% of election all Class A Common Units and if one other Unitholder elects to participate and owns 20% of all Class A Common Units, MDCP would be entitled to sell 75 Class A Common Units (60% ÷ 80% x 100 Class A Common Units) and the Participating Unitholder would be entitled to sell 25 Class A Common Units (20% ÷ 80% x 100 Class A Common Units). Any of the Participating Unitholders may elect to sell in accordance with any Transfer contemplated under this Section 10.23(c) a lesser number of Class A Common Units than such Participating Unitholder is entitled to sell hereunder, collectively, in which case MDCP shall have the “Electing Unitholders”). Such participation shall be based upon the Pro Rata Share represented by the right to sell an additional number of Class A Common Units requested to be included in such Transfer by each Unitholder relative equal to the Pro Rata Share number that such Participating Unitholder has elected not to sell. MDCP will use reasonable efforts to obtain the agreement of all the prospective transferee(s) to the participation of the Participating Unitholders in any contemplated Transfer and shall not consummate any such Transfer unless (i) each Participating Unitholder is permitted to sell in such Transfer Class A Common Units which such Participating Unitholder is entitled to sell hereunder in the amount and on the terms set forth in this Section 3(c) or (ii) MDCP agrees to purchase, contemporaneously with the closing of the contemplated Transfer, the number of Class A Common Units from the Participating Unitholders which such class or series held Unitholders would have been entitled to sell hereunder and which the prospective transferee(s) have not agreed to purchase from such Participating Unitholder(s) on the terms set forth in this Section 3(c). Each Unitholder transferring Class A Common Units pursuant to this Section 3(c) shall pay its allocable share (based on such Unitholder’s percentage of the total proceeds to be received in such Transfer) of the expenses incurred by the Unitholders participating in connection with such transfer and shall be obligated to join on a pro rata basis (based on such Unitholder’s percentage of the total proceeds to be received in such Transfer Transfer) in any indemnification or other obligations that MDCP agrees to provide in connection with such transfer (including the Transferring other than any such obligations that relate specifically to a particular Unitholder such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Class A Common Units). Each Electing Unitholder ; provided that no holder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid obligated in connection with such Transfer allocated among each Unit included therein based on to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid holder in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2Transfer.

Participation Rights. (i) At least 20 twenty (20) days prior to any Transfer, in Transfer by any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units Unitholder (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c)), the Transferring Unitholder will deliver a written notice (the “Sale Notice”) to the LLC Company and to each of the other Unitholders holders of Units (the “Other Potential Participating Unitholders”), specifying in reasonable detail the number and class identity of Units to be Transferred the Proposed Purchaser and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Each Potential Participating Unitholder may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder within 20 fifteen (15) days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectivelyPotential Participating Unitholders, the “Electing Participating Unitholders”). Such participation shall , each of the Transferring Unitholder and such Participating Unitholders will be based upon entitled to sell in the Pro Rata Share represented contemplated Transfer, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value), a number of Primary Common Units equal to the product of (A) the quotient determined by dividing the number of Primary Common Units owned by such person by the aggregate number of Primary Common Units requested to be included in such Transfer owned by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer hissale, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale the number of the LLC, the Class D Primary Common Units shall be deemed to be sold in the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2.contemplated Transfer. 44

Participation Rights. At Upon the receipt by one or more Members (the “Transferring Members”) of a Bona Fide Offer from a Purchaser to purchase all or a portion of the Shares of the Transferring Members that in the aggregate constitute at least 20 days prior to any Transfersixty-six and two-thirds percent (66 2/3%) of all then-outstanding Shares, either in any one a single transaction or a series of related transactions, by a holder which offer the Transferring Members desire to accept, and the Company shall not have exercised its right of Class A Unitfirst refusal pursuant to Section 11.3, Class B Units or Class C UnitsSection 11.3Section 11.3(b), and the Remaining Members shall have not exercised the right of any Units (other than one or more Transfers first refusal pursuant to Section 11.3(c), then (i) pursuant the Transferring Members shall give written notice to a transaction pursuant to the Remaining Members within fifteen (15) days following the expiration of the Remaining Members’ purchase rights under Section 10.3 or Section 15.711.3(c), and (ii) each Remaining Member may elect to any Affiliate of include the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of Remaining Member’s Shares in the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall deliver a written notice (the “Sale Notice”) sale to the LLC proposed Purchaser, at such price and to each upon such terms as shall be stated in Seller’s Notice. To the extent a Remaining Member exercises such right of the other Unitholders (the “Other Unitholders”), specifying participation in reasonable detail the number and class of Units to be Transferred and accordance with the terms and conditions set forth below, the Shares which the Transferring Member may sell pursuant to the Seller’s Notice shall be correspondingly reduced. The Remaining Members electing to exercise their right of participation may sell all or any part of their Shares that is not in excess of the contemplated Transferproduct obtained by multiplying (i) the aggregate number of Shares covered by the Seller’s Notice by (ii) a fraction, the numerator of which is the number of Shares owned by the Remaining Members, and the denominator of which is the total number of Shares at the time owned by all selling Members. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of Remaining Members may make this Section 10.2) may elect to participate in the contemplated Transfer election only by delivering giving written notice to the Transferring Unitholder Members of such election to participate in the sale, stating in such notice the number of Shares desired to be sold. If a Remaining Member has not given such notice within 20 fifteen (15) days after delivery its receipt of the Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”). Such participation shall be based upon the Pro Rata Share represented by the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B UnitsMembers pursuant to this paragraph, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units Member shall be deemed to have chosen not to participate. The right of participation of the Remaining Members and the Transferring Member shall be subject to the same class of Units as the Class C Units for the purpose of this Section 10.2, following terms and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2.conditions:

Participation Rights. At In the event of a Transfer of Securities by -------------------- any ABRY Member (other than a Public Sale or a sale pursuant to an Approved Company Sale), at least 20 10 business days prior to any such Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall ABRY Member will deliver a written notice (the “"Sale Notice”") to the LLC and to each of the other Unitholders (the “Other Unitholders”), Non-ABRY Members ----------- specifying in reasonable detail the number and class of Units Securities to be Transferred and sold, the terms and conditions of the contemplated Transfer, and, with specificity, the identity of the proposed transferee(s). The Other Unitholders holding the same class or series of Units (with the Class A UnitsSubject to Section 1(c), Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) such Non-ABRY Members may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder ABRY within 20 10 business days after delivery of the Sale Notice Notice. If any Non-ABRY Member has elected to participate in such Transfer, each such Non-ABRY Member will be entitled to include in the contemplated Transfer, at the same price and on the same terms (subject to Sections 1(c) and (d)), a number of Securities (regardless of the class thereof) equal to the product of (i) the quotient determined by dividing the percentage of such Unitholders delivering Securities (regardless of the class thereof) on a fully diluted basis, held by such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”). Such participation shall be based upon the Pro Rata Share represented Non-ABRY Member by the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share aggregate percentage of all Units of such class or series held Securities, on a fully diluted basis, owned by the Unitholders Non- ABRY Members participating in such Transfer and all of the ABRY Members and (including ii) the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on number of Securities (regardless of the same terms and conditions, with the aggregate consideration class thereof) to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered sold in the contemplated Transfer. For example, if the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely Notice contemplated a sale of 100 Class A Units or in ----------- the aggregate by certain of the ABRY Members, and if all of the ABRY Member at such time own 80% of all Class A Units (on a fully diluted basis) and if one Non-ABRY Member elects to participate and owns 5% of all Class A Units (on a fully diluted basis) and if no Class B UnitsUnits are then outstanding, the aggregate consideration such Non-ABRY Member would be entitled to be paid in connection with such Transfer shall be allocated based on the proportionate sell 6 Class A Unreturned Capital Units (5% / 85% x 100 Common Units). Any ABRY Member Transferring Securities pursuant to this Section 1 shall use its best efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Non-ABRY Members in any contemplated Transfer, and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as such ABRY Member shall not Transfer any of its Securities to the case may be. Notwithstanding the foregoing, (Aprospective Transferee(s) if the Transferring Unitholder intends prospective Transferee(s) declines to Transfer Units of more than one class or series, each allow the participation of the Other Unitholders electing to participate must participate in all such Transfers (Non-ABRY Members as contemplated by this Section 1(b). Notwithstanding anything contained herein to the extent such Other Unitholders hold such other class contrary, MEM Holdings hereby agrees that, so long as MEM Holdings is an ABRY Member for purposes of this Agreement, any Transfer of any percentage of MEM Holdings' common equity securities (or series), (B) if such Transfer constitutes a Sale any percentage of the LLC, the Class D Units common equity securities of any other Subsidiary of ABRY which directly or indirectly owns any common equity securities of MEM Holdings) shall be deemed to be a Transfer of the same class percentage of Units as the Class C Units number of Securities then held by MEM Holdings for the purpose purposes of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.21(b).

Participation Rights. At least 20 45 days prior to any Transfer, in any one transaction or series of related transactions, by a holder Transfer of Class A Unit, Class B Units or Class C Units, of any Units by an Investor Member (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.711.1.2, (ii) to any Affiliate a Sale of the Investors Company, a Public Sale, a Transfer contemplated by Section 11.4 or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor an employee of the Investors Company or any of their Affiliatesits Subsidiaries), such holder of Class A Units, Class B Units and/or Class C Units the Investor Member (the “Transferring UnitholderMember”) shall deliver a written notice (the “Sale Notice”) to the LLC Company and to each of the other Unitholders Members (the “Other UnitholdersMembers”), specifying in reasonable detail the identity of the prospective transferee(s), the number and class of Class A Units to be Transferred transferred and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Members may elect to participate in the contemplated Transfer on the same terms and conditions by delivering written notice to the Transferring Unitholder Member within 20 45 days after delivery of the Sale Notice (Notice. If any Other Members elect to participate in such Unitholders delivering Transfer, each of the Transferring Member and such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”). Such participation Other Members shall be based upon entitled to sell in the Pro Rata Share represented by the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer hiscontemplated Transfer, her or its Units on the same terms and conditions, with a number of Class A Units equal to the aggregate consideration product of (i) the quotient obtained by dividing the percentage of Class A Units owned by such Person by the sum of the percentage of Class A Units owned by the Transferring Member and the Other Members participating in such sale and (ii) the number of Class A Units to be paid sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Class A Units by the Transferring Member, and if the Transferring Member owns 30% of all Class A Units, and if one Other Member elects to participate and owns 20% of all Class A Units, the Transferring Member would be entitled to sell 60 Class A Units (30% ÷ 50% x 100 Units) and the Other Member would be entitled to sell 40 Class A Units (20% ÷ 50% x 100 Units). Each Transferring Member shall use reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Member(s) in any contemplated Transfer, and no Transferring Member shall transfer any of his, her or its Class A Units to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Other Member(s). Each Member transferring Class A Units pursuant to this Section 11.5 shall pay his, her or its pro rata share (based on the number of Class A Units to be sold) of the expenses incurred by the Members in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Class A Units to be sold) in any indemnification or other obligations that the Transferring Member agrees to provide in connection with such Transfer allocated among each Unit included therein based on (other than any such Unitobligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Noticetitle to and ownership of Class A Units); provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to no holder shall be paid obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer. In the event of such Transfer, each Member shall be allocated based on receive in exchange for the proportionate Class A Unreturned Capital Units held by such Member the same portion of the aggregate consideration from such sale or exchange that such Member would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and Class A Unpaid Yield, preferences set forth in Section 12.2 (without taking into account any reductions for Distributions to Units). Each Member shall take all necessary or Class B Unreturned Capital and Class B Unpaid Yield, desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as the case may be. Notwithstanding the foregoing, (A) if requested by the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2Member.

Participation Rights. (i) At least 20 twenty (20) days prior to any Transfer, in Transfer by any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units Unitholder (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall of any of such Transferring Unitholder’s Class A Units for value (other than pursuant Section 9.2(c)), the Transferring Unitholder will deliver a written notice (the “Sale Notice”) to the LLC Company and to each of the other Unitholders holders of Units (the “Other Potential Participating Unitholders”), specifying in reasonable detail the number and class identity of Units to be Transferred the Proposed Purchaser and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Each Potential Participating Unitholder may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder within 20 fifteen (15) days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectivelyPotential Participating Unitholders, the “Electing Participating Unitholders”). Such participation shall , each of the Transferring Unitholder and such Participating Unitholders will be based upon entitled to sell in the Pro Rata Share represented contemplated Transfer, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value), a number of Units equal to the product of (A) the quotient determined by dividing the number of Units owned by such person by the aggregate number of Units requested to be included in such Transfer owned by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer hissale, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale the number of the LLC, the Class D Units shall be deemed to be sold in the same class of Units as the Class C Units for the purpose of this Section 10.2contemplated Transfer, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2all calculated on an As-Converted Basis.

Participation Rights. At least 20 fifteen (15) days prior to any Transfer, in Transfer (other than an Exempt Transfer or a Transfer by MDCP to employees of the Company or any one transaction or series of related transactions, by a holder its Affiliates) of Class A Unit, Class B Common Units or Class C Units, of any Units by MDCP which represents more than the Exempt Amount (when taking into account the aggregate Transfers (other than one or more Transfers (ix) pursuant to a transaction pursuant to Section 10.3 or Section 15.7an Exempt Transfer, (iiy) a Transfer by MDCP to any Affiliate employees of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors Company or any of their Affiliatesits Affiliates and (z) any Transfer by MDCP made within 6 months of the date of this Agreement at a price per Class A Common Unit not more than 105% of the Original Purchase Price) made by MDCP after the date of this Agreement), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) MDCP shall deliver a written notice (the “Tag-Along Sale Notice”) to the LLC Company and to each other holder of the other Unitholders (the “Other Unitholders”)Class A Common Units, specifying which notice shall specify in reasonable detail (i) the number and class of Class A Common Units to be Transferred and sold, (ii) the purchase price of the Class A Common Units being sold, (iii) the material terms and conditions of such proposed Transfer and (iv) the contemplated Transferidentity of the proposed transferee(s). The Other Unitholders holding the same class or series Each holder of Units (with the Class A Units, Class B Units, Class C Common Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) may elect to participate in the contemplated become a “Participating Unitholder” with respect to such proposed Transfer by delivering written notice to MDCP and the Transferring Unitholder Company within 20 ten (10) days after delivery of the Tag-Along Sale Notice a written notice, stating that such Unitholder has elected to be a Participating Unitholder in respect of such Transfer. The amount of Class A Common Units which may be sold by MDCP and each Participating Unitholder in any such Transfer shall be determined by multiplying (i) the quotient determined by dividing the percentage of Class A Common Units owned by such Person by the aggregate percentage of Class A Common Units owned by MDCP and the Participating Unitholders delivering and (ii) the number of Class A Common Units to be sold in the contemplated Transfer. For example, if the Tag-Along Sale Notice contemplated a sale of 100 Class A Common Units by MDCP, and if MDCP at such notice time owns 60% of election all Class A Common Units and if one other Unitholder elects to participate and owns 20% of all Class A Common Units, MDCP would be entitled to sell 75 Class A Common Units (60% ÷ 80% x 100 Class A Common Units) and the Participating Unitholder would be entitled to sell 25 Class A Common Units (20% ÷ 80% x 100 Class A Common Units). Any of the Participating Unitholders may elect to sell in accordance with any Transfer contemplated under this Section 10.23(c) a lesser number of Class A Common Units than such Participating Unitholder is entitled to sell hereunder, collectively, in which case MDCP shall have the “Electing Unitholders”). Such participation shall be based upon the Pro Rata Share represented by the right to sell an additional number of Class A Common Units requested to be included in such Transfer by each Unitholder relative equal to the Pro Rata Share number that such Participating Unitholder has elected not to sell. MDCP will use reasonable efforts to obtain the agreement of all the prospective transferee(s) to the participation of the Participating Unitholders in any contemplated Transfer and shall not consummate any such Transfer unless (i) each Participating Unitholder is permitted to sell in such Transfer Class A Common Units which such Participating Unitholder is entitled to sell hereunder in the amount and on the terms set forth in this Section 3(c) or (ii) MDCP agrees to purchase, contemporaneously with the closing of the contemplated Transfer, the number of Class A Common Units from the Participating Unitholders which such class or series held Unitholders would have been entitled to sell hereunder and which the prospective transferee(s) have not agreed to purchase from such Participating Unitholder(s) on the terms set forth in this Section 3(c). Each Unitholder transferring Class A Common Units pursuant to this Section 3(c) shall pay its allocable share (based on such Unitholder’s percentage of the total proceeds to be received in such Transfer) of the expenses incurred by the Unitholders participating in connection with such transfer and shall be obligated to join on a pro rata basis (based on such Unitholder’s percentage of the total proceeds to be received in such Transfer Transfer) in any indemnification or other obligations that MDCP agrees to provide in connection with such transfer (including the Transferring other than any such obligations that relate specifically to a particular Unitholder such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Class A Common Units). Each Electing Unitholder ; provided that no holder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid obligated in connection with such Transfer allocated among each Unit included therein based on to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid holder in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2Transfer.

Participation Rights. At least 20 Not fewer than 30 days prior to making any Transfer, Transfer of ABRY Investor Shares or Mezzanine Investor Shares (in any one transaction or series of related transactions, each ease other than a Transfer by a Participating Member in a Transfer conducted in accordance with Section 4(b)), the holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant the Member Shares to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units be Transferred (the “Transferring UnitholderHolder”) shall deliver a written notice (the “Sale Notice”) to the LLC and to each of the all other Unitholders Members (as applicable, the “Other UnitholdersMembers”), specifying . The Sale Notice shall disclose in reasonable detail the identity of the prospective Transferee(s), the number and class of Units Member Shares to be Transferred and the terms and conditions of the contemplated proposed Transfer. The Transferring Holder shall not consummate any such Transfer until 30 days after the Sale Notice has been given to the Company and to the Other Unitholders holding Members entitled to receive such Sale Notice, or, if earlier, the same class or series of Units (with date upon which the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of parties to the Transfer have been finally determined pursuant to this Section 10.2) 4 (such 30th day or earlier date being the “Authorization Date”). Each Other Member may elect to participate in the contemplated proposed Transfer and on the same terms (subject to Section 6 hereof) by delivering written notice to the Transferring Unitholder Holder within 20 days after delivery of the Sale Notice Notice. If any Other Member elects to participate in such Transfer, then each such Member (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the each a “Electing UnitholdersParticipating Member”). Such participation ) shall be based upon entitled to include in the Pro Rata Share represented proposed Transfer on the same terms (subject to Section 6 hereof), a percentage of the Member Shares of each series of Member Shares held by such Participating Member that is equal to the Units requested quotient determined by dividing (x) the total number of Points for the Member Shares to be included in such the proposed Transfer by each Unitholder relative (y) the aggregate number of Points for the outstanding Member Shares. The Transferring Holder shall use its best efforts to obtain the agreement of the prospective Transferee(s) to the Pro Rata Share participation of all Units the Participating Members in any contemplated Transfer and to the inclusion of their respective Member Shares in the contemplated Transfer, and the Transferring Holder shall not Transfer any of its Member Shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Participating Members or the inclusion of such class or series held by the Unitholders participating in such Transfer (including the Transferring UnitholderParticipating Member’s Member Shares sought to be included pursuant to this Section 4(b). Each Electing Unitholder Member Transferring Member Shares pursuant to this Section 4(b) shall Transfer his, her or pay its Units on share (as described in Section 6 hereof) of the same terms and conditions, with expenses incurred by the aggregate consideration to be paid Members in connection with such Transfer allocated among each Unit included therein based and shall be obligated to join (on such Unit’s Pro Rata Sharea several, determined based upon the Total Equity Value Proceeds implied by the price offered but not joint and several, basis) in the Sale Notice; provided and bear its share (as described in Section 6 hereof) of any indemnification or other obligations that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration Holder agrees to be paid provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of Member Shares); provided that no holder shall be allocated based on obligated in connection with such Transfer to agree to indemnify or hold harmless the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends Transferees with respect to Transfer Units of more than one class or series, each an amount in excess of the Other Unitholders electing to participate must participate total consideration received by such holder in all connection with such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2Transfer.

Participation Rights. (i) At least 20 30 days prior to any TransferTransfer by the Centennial Funds (or any Affiliate) of 25% or more (in the aggregate) of (A) the Series A Preferred or Underlying Common Stock acquired pursuant to the Series A Purchase Agreement, in (B) the Series B Preferred or Underlying Common Stock acquired pursuant to the Series B Purchase Agreement, (C) Common Stock acquired pursuant to that certain Purchase Agreement dated December 8, 1996, or (D) any one transaction Series C Preferred or series of related transactionsUnderlying Common Stock acquired pursuant to the Purchase Agreement (collectively, by a holder of Class A Unit, Class B Units or Class C Units, of any Units the "Centennial Stockholder Shares") (other than one a Public Sale or more Transfers (i) a Transfer to the Company or the other Investors pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliatesparagraph 2(b)), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) Centennial Funds shall deliver a written notice (the “"Centennial Sale Notice”") to the LLC Company and to each of the other Unitholders (the “Other Unitholders”)Investors, specifying in reasonable detail the number and class identity of Units to be Transferred the prospective transferee(s) and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) other Investors may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder Centennial Funds within 20 30 days after delivery of the Centennial Sale Notice (Notice. If any other Investors have elected to participate in such Unitholders delivering such notice of election in accordance with this Section 10.2, collectivelyTransfer, the “Electing Unitholders”). Such participation Centennial Funds (and any selling Affiliates) and such other Investors shall be based upon entitled to sell in the Pro Rata Share represented by contemplated Transfer, at the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units same price and on the same terms and conditionsterms, with the aggregate consideration to be paid in connection with same percentage of total Stockholder Shares owned by each such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied Investor which is being or has been sold by the price offered in Centennial Funds. For example, if after selling 24% of their Centennial Stockholder Shares, the Sale NoticeCentennial Funds proposed to sell a number of additional Centennial Stockholder Shares so that following such sale the Centennial Funds would have sold more than 25% of the Centennial Stockholder Shares, then each Investor electing to participate would be entitled to sell a like percentage of its holdings; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends prospective transferee were not willing to Transfer Units of more than one class or series, each purchase all of the Other Unitholders electing to participate must participate in all such Transfers (to offered Stockholder Shares, then the Centennial Funds and each participating Investor would reduce its number of Stockholder Shares so that the percentages being sold were substantially the same. To the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose terms of this Section 10.22(c)(i) conflict with Section 1(c) of the Amended and Restated Initial Stockholder Agreement, dated June 27, 1996, between the Company and certain of the Investors (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant the "Initial Stockholders Agreement"), the term of this Section 10.22(c) shall control.

Participation Rights. (i) At least 20 30 days prior to any Transfer, in any one transaction or series Transfer of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, shares of any Units class of Common Shares by any Xxxx Group Shareholder (other than one (a) a transfer among the Xxxx Group Shareholders or more Transfers (i) pursuant their Affiliates or to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate an employee of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors Company or any of their Affiliatesits Subsidiaries or any member of the Board, (b) a sale of Common Shares by a Xxxx Group Shareholder in a Public Sale or (c) in connection with a transfer to the partners, members or beneficiaries of any of the Bain Shares), such holder the transferring member of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall Xxxx Group Shareholders will deliver a written notice (the “Sale Notice”) to the LLC Company and to each of the other Unitholders Shareholders (the “Other UnitholdersShareholders”), specifying in reasonable detail the number and class identity of Units to be Transferred the prospective transferee(s) and the terms and conditions of the contemplated Transfer. The Notwithstanding the restrictions contained in this paragraph 2, the Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Shareholders may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder transferring Xxxx Group Shareholder within 20 10 days after delivery of the Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”)Notice. Such participation shall be based upon the Pro Rata Share represented by the Units requested If any Other Shareholders have elected to be included participate in such Transfer by Transfer, each Unitholder relative of the transferring Xxxx Group Shareholders and such Other Shareholders will be entitled to sell in the Pro Rata Share contemplated Transfer, at the same price and on the same terms, a number of all Units shares of such class or series held of Common Shares equal to the product of (A) the quotient determined by dividing the number of shares of such class of Common Shares owned by such person by the Unitholders aggregate number of shares of such class of Common Shares owned by the transferring Xxxx Group Shareholders and the Other Shareholders participating in such Transfer sale and (including B) the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration number of shares of such class of Common Shares to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered sold in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may becontemplated transfer. Notwithstanding the foregoing, (Ain the event that the transferring Xxxx Group Shareholder(s) if the Transferring Unitholder intends intend to Transfer Units shares of more than one class or seriesof Common Shares, each of the Other Unitholders electing Shareholders participating in such transfer shall be required to participate must participate sell in the contemplated transfer a pro rata portion of shares of all such Transfers classes of Common Shares (to the extent such Other Unitholders hold Shareholders own any shares of such other class or seriesclasses of Common Shares), (B) if such Transfer constitutes a Sale which portion shall be determined in the manner set forth immediately above. Solely for the purposes of the LLCthis Section 2(b), the Class D Units A Common and the Class B Common shall be deemed to be treated as the same class of Units as Common Shares. For example (by way of illustration only), if the Class C Units for Sale Notice contemplated a sale of 100 shares of Common by the purpose of this Section 10.2transferring Xxxx Group Shareholder, and (C) in no event shall any Unitholder if the transferring Xxxx Group Shareholder at such time owns 30% of the Common and if one Other Shareholder elects to participate and owns 20% of the Common, the transferring Xxxx Group Shareholder would be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2sell 60 shares (30% ÷ 50% x 100 shares) and the Other Shareholder would be entitled to sell 40 shares (20% ÷ 50% x 100 shares).

Participation Rights. At least 20 days prior to any Transfer, in any one transaction or series of related transactions, After the required delivery by a holder Transferring Securityholder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant an Offer Notice to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate the Secretary of the Investors Board (or Contributorsto the Common Representative and each CPO Holder, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliatescase may be), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall deliver a written notice (the “Sale Notice”) to the LLC and to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class of Units to be Transferred and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Securityholders may elect to participate in the contemplated Transfer (other than an Exempt Transfer but including a Transfer pursuant to Section 6(c)) by delivering an Existing Securityholder or an Other Securityholder at the same price per share and on the same terms by giving written notice to the Transferring Unitholder Securityholder within 20 days after delivery of the Sale Offer Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”). Such participation shall be based upon the Pro Rata Share represented by the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder)Company. Each Electing Unitholder shall Transfer hisparticipating other Securityholder may sell in the contemplated Transfer, her or its Units at the same price and on the same terms and conditionsspecified in the Offer Notice, with a number of Company Securities (whether Series A, Series B, Series C or Series N Shares or CPOs) equal to the product of (i) the quotient determined by dividing the percentage of Company Securities (including any CPOs) owned by such Person by the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred percentage of Company Securities (including any CPOs) owned by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, Securityholder and the aggregate consideration other participating Securityholders and (ii) the Company Securities (including any CPOs) to be paid sold in connection with the contemplated Transfer. For the purposes of such Transfer calculation, each CPO owned by a Securityholder shall be allocated based on count as two Company Shares (as adjusted for any stock splits or reverse-stock splits of the proportionate Class A Unreturned Capital Series C Shares or Series N Shares). For example, if the Offer Notice contemplated a sale of 100 Company Shares by the Transferring Securityholder, and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units Securityholder at such time owns 30% of more than one class or series, each all of the Other Unitholders electing Company Shares outstanding and the sole other participating Securityholder elects to participate must participate in and owns 20% of all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLCCompany Shares outstanding, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder Transferring Securityholder would be entitled to Transfer sell a total 60 shares (30%, 50% x 100 shares) and such other Securityholder would be entitled to sell a total of 40 shares (20%, 50% x 100 shares). No Transferring Securityholder shall transfer any unvested Management Incentive Units pursuant of its Company Securities to any prospective transferee if such prospective transferee(s) decline to allow the participation on the terms provided in this Section 10.26(d) of the other Securityholders who have elected to so participate.

Participation Rights. At least 20 days prior (a) In the event that the other Institutional Stockholders fail to any Transferpurchase the Restricted Securities specified in the Offer Notice, in any one transaction or series of related transactionsthe Transferring Stockholder shall offer, by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall deliver a written notice (the “Sale "Tag-along Notice”") to the LLC and to each of the other Unitholders Institutional Stockholders and each of the Other Stockholders (the “Other Unitholders”)"Non-Transferring Stockholders") the opportunity to participate in such sale, specifying in reasonable detail subject to the number and class provisions of Units to be Transferred and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units subparagraph (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes b) of this Section 10.2) 3.3. Each of the Non-Transferring Stockholders may elect to participate in the contemplated Transfer sale by delivering written notice to the Transferring Unitholder Stockholder within 20 15 days after delivery receipt of the Sale Notice (such Unitholders delivering such notice Tag-along Notice. If any of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”). Such participation shall be based upon the Pro Rata Share represented by the Units requested Non-Transferring Stockholders elects to be included participate in such Transfer by each Unitholder relative to sale (the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder"Tag-along Sale"). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all Transferring Stockholder and such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder participating Non-Transferring Stockholders will be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2sell, in the contemplated sale, at the same price and on the same terms, a number of shares of Restricted Securities of the class proposed to be sold equal to the product of (i) the fraction, the numerator of which is the number of shares of Restricted Securities (on a fully-diluted basis, treating all classes of Restricted Securities as a single class) held by such Person, and the denominator of which is the aggregate number of shares of Restricted Securities (on a fully-diluted basis, treating all classes of Restricted Securities as a single class) owned by the Transferring Stockholder and such participating Non-Transferring Stockholders, MULTIPLIED BY (ii) the number of shares of Restricted Securities (on a fully diluted basis) to be sold in the contemplated sale. For example, if the notice from the Transferring Stockholder contemplated a sale of 100 shares of Restricted Securities by the Transferring Stockholder and the Transferring Stockholder at such time owns 300 shares of Restricted Securities, and if one Non-Transferring Stockholder elects to participate in such sale and such Non-Transferring Stockholder owns 200 shares of Restricted Securities (on a fully-diluted basis), such Transferring Stockholder would be entitled to sell 60 shares (300/500 x 100 shares) and such Non-Transferring Stockholder would be entitled to sell 40 shares (200/500 x 100 shares).

Participation Rights. (i) At least 20 thirty days prior to any Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, the Transfer of any Units Stockholder Shares by any Sponsor (or one of its Affiliates) (other than one a Public Sale or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are an Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their AffiliatesTransfer), such holder of Class A Units, Class B Units and/or Class C Units the transferring Sponsor (the “Transferring Unitholder”"TRANSFERRING SPONSOR") shall deliver a written notice (the “Sale Notice”"SALE NOTICE") to the LLC Company and to each of the other Unitholders (the “Other Unitholders”), specifying Stockholders. The Sale Notice shall disclose in reasonable detail the proposed number and of each type or class of Units Stockholder Shares (the "TRANSFER SHARES") to be Transferred and transferred, the proposed terms and conditions of the contemplated Transfer, including the proposed price by class or type of each of such Stockholder Shares to be transferred, and the identity of the prospective transferee(s). No Transfer shall be consummated prior to the earlier of (i) the date on which the parties to the Transfer have been finally determined pursuant to this SECTION 2C and (ii) the date of expiration of the 30-day period (the "ELECTION PERIOD") following the delivery to the Company and the Other Stockholders of the Sale Notice applicable to such Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Each Stockholder may elect to participate in a Transfer by the Transferring Sponsor of any class of Transfer Shares owned by such Transferring Sponsor contemplated Transfer in a Sale Notice by delivering written notice of such election to the such Transferring Unitholder Sponsor within 20 30 days after delivery of the Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”)Notice. Such participation shall be based upon the Pro Rata Share represented by the Units requested If any Other Stockholders elect to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating participate in such Transfer (including such Other Stockholders being referred to as the "PARTICIPATING STOCKHOLDERS"), each of such Transferring Unitholder). Each Electing Unitholder Sponsor and the Participating Stockholders shall Transfer hisbe entitled to sell in the contemplated Transfer, her or its Units at the same price and on the same terms terms, a number of Stockholder Shares of such class (the "PARTICIPATING SHARES") equal to the PRODUCT of (A) the QUOTIENT determined by dividing the number of Stockholder Shares of such class held by such Person, by the number of Stockholder Shares held by such Transferring Sponsor and conditionsall of the Participating Stockholders (including such Person), with and (B) the aggregate consideration number of Transfer Shares of such class to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered sold in the Sale Noticecontemplated Transfer; provided PROVIDED that if the Transfer Shares include both shares of Common Stock and shares of Preferred Stock, each Other Stockholder electing to participate in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on entitled, and at the proportionate Class A Unreturned Capital election of such Transferring Sponsor shall be required, to include shares of Common Stock and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, Preferred Stock in the same proportion as the case may be. Notwithstanding the foregoing, (A) if the proportion in which such Transferring Unitholder intends to Transfer Units Sponsor includes shares of more than one class or series, each Common Stock and shares of the Other Unitholders electing to participate must participate Preferred Stock in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2Transfer.

Participation Rights. At least 20 30 days prior to any Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, Transfer of any Securityholder Units by any Securityholder which, together with its Permitted Transferees, holds at least 15% of a class of Securityholder Units as of immediately prior to such Transfer (a "Significant Securityholder") (other than one or more Transfers (i) pursuant to a transaction Public Sale or (ii) a Transfer pursuant to Section 10.3 3(c) or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates5 hereof), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall transferring Significant Securityholder will deliver a written notice (the “"Sale Notice”") to the LLC Company and to each of the other Unitholders Securityholders (the “"Other Unitholders”Securityholders"), specifying in reasonable detail the number and class identity of the prospective transferee(s), the Securityholder Units to be Transferred sold and the terms and conditions of the contemplated Transfer. The In the event that the Other Unitholders holding Securityholders hold (x) the same class of Securityholder Units which are to be transferred, (y) securities convertible, exchangeable or series exercisable for the class of Securityholder Units which are to be transferred, or (with z) securities into which the Class A Unitsclass of Securityholder Units which are to be transferred are convertible, Class B Unitsexchangeable or exercisable, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) they may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder transferring Significant Securityholder within 20 15 days after delivery of the Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”)Notice. Such participation shall be based upon the Pro Rata Share represented by the Units requested If any Other Securityholders have elected to be included participate in such Transfer by ("Participating Securityholders"), the transferring Significant Securityholder and each Unitholder relative Participating Securityholder will be entitled to sell in the Pro Rata Share contemplated Transfer, at the same price and on the same terms, a number of all Securityholder Units of such class (other than Unvested Units (as such term is defined in the Executives' Equity Participation Agreements), or series securities convertible, exchangeable or exercisable for Securityholder Units of such class (or securities into which such class of Securityholder Units are convertible, exchangeable or exercisable), equal to the product of (i) the quotient determined by dividing the number of Securityholder Units of such class (other than Unvested Units) and securities convertible, exchangeable or exercisable for Securityholder Units of such class (or securities into which such class of Securityholder Units are convertible, exchangeable or exercisable) held by such Person by the Unitholders participating aggregate number of Securityholder Units of such class (other than Unvested Units) and securities convertible, exchangeable or exercisable for Securityholder Units of such class (or securities into which such class of Securityholder Units are convertible, exchangeable or exercisable) owned by the transferring Significant Securityholder and all Participating Securityholders and (ii) the number of Securityholder Units of such class and securities convertible, exchangeable or exercisable for Securityholder Units of such class (or securities into which such class of Securityholder Units are convertible, exchangeable or exercisable) to be sold in the contemplated Transfer. The transferring Significant Securityholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Securityholders in any contemplated Transfer, and the transferring Significant Securityholder shall not Transfer any of its Securityholder Units of such Transfer class to the prospective transferee(s) unless (including 1) the Transferring Unitholderprospective transferee(s) agrees to allow the participation of the Participating Securityholders or (2) the transferring Significant Securityholder agrees to purchase the number of such class of Securityholder Units from any Participating Securityholders which the Participating Securityholders would have been entitled to sell pursuant to this Section 3(a). If any securities convertible, exchangeable or exercisable for Securityholder Units of such class (or securities into which such class of Securityholder Units are convertible, exchangeable or exercisable) are included in any Transfer under this Section 3(a), the purchase price for such securities shall be equal to the full purchase price determined hereunder for the Securityholder Units covered by the portion of such securities to be transferred, adjusted by the aggregate exercise price for such units. Each Electing Unitholder Securityholder transferring Securityholder Units pursuant to this Section 3(a) shall Transfer his, her pay his or its Units pro rata share (based on the same terms and conditions, with the aggregate consideration number of Securityholder Units to be paid sold) of the expenses incurred by the Securityholders in connection with such Transfer allocated among each Unit included therein transfer and shall be obligated to join on a pro rata basis (based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that number of Securityholder Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid sold) in any indemnification or other obligations that the transferring Significant Securityholder agrees to provide in connection with such Transfer transfer (other than any such obligations that relate specifically to a particular Securityholder, such as indemnification with respect to representations and warranties given by a Securityholder regarding such Securityholder's title to, ownership of Securityholder Units and, for such Securityholders that are not individuals, authority to enter into such agreement); provided, however, that no Investor shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, required to make a representation or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends warranty that any other Investor is not required to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2make.

Participation Rights. At least 20 days prior In addition to any Transferthe restrictions on Transfer in Section 7.1 above and subject to Section 7.6 above, in any one transaction or series of related transactions, by whenever a holder of Class A Unit, Class B Units or Class C UnitsInterest Holder (each individually, of any Units the “Selling Holder”) shall receive from a prospective purchaser (other than one a Permitted Transferee or more Transfers (i) pursuant to a transaction the Company pursuant to Section 10.3 3.8) a bona fide offer to purchase Interests from the Selling Holder (whether held on the date hereof or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliatesacquired thereafter), which the Selling Holder wishes to accept, the Selling Holder may engage in such holder transaction so long as all other holders of Class A UnitsInterests (each individually, Class B Units and/or Class C Units (the a “Transferring UnitholderTag-Along Holder”) also shall deliver a written notice (be afforded the “Sale Notice”) right to sell to the LLC prospective purchaser simultaneously therewith (on terms and conditions at least as favorable to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class of Units to be Transferred and Tag-Along Holder as the terms and conditions set out in the offer received by such Selling Holder, except as set forth below) the number of Interests which bears the same proportion to the number of Interests owned by such Tag-Along Holder, as the number of Interests being sold by such Selling Holder bears to the total number of Interests owned by such Selling Holder. If the prospective purchaser will not purchase all of the contemplated Transfer. The Other Unitholders holding Interests which the same class or series Selling Holder and each of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of Tag-Along Holders wishes to sell pursuant to this Section 10.2) may elect to participate in 7.7, the contemplated Transfer by delivering written notice to the Transferring Unitholder within 20 days after delivery number of Interests which each of the Sale Notice (Selling Holder and Tag-Along Holders shall be permitted to sell to such Unitholders delivering such notice prospective purchaser shall be determined pro rata, based on each Selling Holder’s and Tag-Along Holder’s percentage of election in accordance with ownership of Interests. Upon receipt by a Selling Holder of a bona fide offer to purchase its Interests pursuant to this Section 10.27.7, collectivelysuch Selling Holder shall notify each Tag-Along Holder, the “Electing Unitholders”). Such participation shall be based upon the Pro Rata Share represented by the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units writing, of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or offer and its Units on the same terms and conditions, with which written notice shall include the aggregate number of Interests the Selling Holder desires to sell, the name of the purchaser(s) and the consideration to be paid offered in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration therewith. Each Tag-Along Holder may exercise its right to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of sell under this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2.Section

Participation Rights. At least 20 days prior In the event that the Non-Transferring Stockholders fail to any Transferpurchase the Securities specified in the Offer Notice, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall deliver a written notice (the “Sale Notice”) to the LLC and to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class of Units to be Transferred and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Non-Transferring Stockholders may elect to participate in any such contemplated sale by any Transferring Stockholder other than the contemplated Transfer Paribas Stockholders by delivering written notice to the Transferring Unitholder Stockholder within 20 15 days after delivery expiration of the Sale Notice Stockholder Election Period. If any of the Non-Transferring Stockholders elects to participate in such sale, each of the Transferring Stockholder and such participating Non-Transferring Stockholders will be entitled to sell in the contemplated sale a number of Securities equal to the product of (i) the fraction, the numerator of which is the number of Securities of the type or class to be transferred (on a fully-diluted basis treating all classes of Common Stock as a single class) held by such Unitholders delivering Person, and the denominator of which is the aggregate number of Securities of the same type or class (on a fully-diluted basis, treating all classes of Common Stock as a single class) owned by the Transferring Stockholder and such participating Non-Transferring Stockholders, multiplied by (ii) the number of Securities of the same type or class (on a fully-diluted basis treating all classes of Common Stock as a single class) to be sold in the contemplated sale. For example, if the notice from the Transferring Stockholder contemplated a sale of election 100 shares of Common Stock by the Transferring Stockholder and the Transferring Stockholder at such time owns 300 shares of Common Stock, and if one Non-Transferring Stockholder elects to participate in accordance with such sale and such Non-Transferring Stockholder owns 200 shares of Common Stock (on a fully-diluted basis), such Transferring Stockholder would be entitled to sell 60 shares (300/500 x 100 shares) and such Non-Transferring Stockholder would be entitled to sell 40 shares (200/500 x 100 shares). The Transferring Stockholder will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Non-Transferring Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Non-Transferring Stockholders on the terms specified herein. In addition, in any sale pursuant to this Section 10.2, collectively2.3, the “Electing Unitholders”). Such participation Transferring Stockholder and any participating Non-Transferring Stockholder shall be based upon receive the Pro Rata Share represented by same form and amount of consideration per Security as is given the Units requested to be included in other Non-Transferring Stockholders and the Transferring Stockholders, or if any such Transfer by each Unitholder relative Person is given an option as to the Pro Rata Share form and amount of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid received, all of such Persons will be given the same option, and no Stockholder will be entitled to receive any economic benefits which are not made available on a pro rata basis to all of the other Stockholders. In determining the amount of consideration per Security payable to any Stockholder in connection with any sale pursuant to this Section 2.3, all consulting, noncompetition, investment banking or other fees payable to such Stockholder in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units sale shall be deemed to be part of the same class of Units as consideration to be paid to such Stockholder in connection with such sale (other than any bona fide investment banking fees paid to the Class C Units for the purpose of this Section 10.2, and (C) TA Stockholders in no event shall connection with any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2investment banking or advisory services rendered by them in connection with such sale).

Participation Rights. At least 20 Not less than twenty (20) days prior to any Transfer, in any one transaction or series proposed Transfer of related transactions, Stockholder Shares by a holder of Class A Unit, Class B Units or Class C Units, of any Units Principal Stockholder (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates"SELLING PRINCIPAL STOCKHOLDER"), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) Selling Principal Stockholder shall deliver to the other Principal Stockholder (so long as such other Principal Stockholder is not Incapacitated) a written notice (the “Sale Notice”"SALE NOTICE") to the LLC and to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class identity of Units to be Transferred the proposed transferee(s) and the terms and conditions of the contemplated proposed Transfer. The Other Unitholders holding Provided that the same class or series other Principal Stockholder is not Incapacitated and has not elected to exercise the right of Units (first refusal provided in Section 4(c) with respect to the Class A UnitsTransfer specified in the Sale Notice, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) such other Principal Stockholder may elect to participate in the contemplated proposed Transfer by delivering to the Selling Principal Stockholder a written notice to of such election within the Transferring Unitholder within 20 days after 10-day period following delivery of the Sale Notice (Notice. If the other Principal Stockholder elects to participate in such Unitholders delivering such notice of election in accordance with this Section 10.2, collectivelyTransfer, the “Electing Unitholders”). Such participation shall Selling Principal Stockholder and such other Principal Stockholder will be based upon the Pro Rata Share represented by the Units requested entitled to be included sell in such Transfer by proposed Transfer, at the same price and on the same terms, a number of shares of each Unitholder relative class of Common Stock specified in the Sale Notice equal to the Pro Rata Share product of all Units (i) the quotient determined by dividing the number of shares of such class or series of Common Stock then held by the Unitholders participating in Selling Principal Stockholder or such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yieldother Principal Stockholder, as the case may be, by the aggregate number of shares of such class of Common Stock then held by the Selling Principal Stockholder and such other Principal Stockholder, multiplied by (ii) the number of shares of such class of Common Stock to be sold in such proposed Transfer. For purposes of this Section 7, the amount of Common Stock held by a Principal Stockholder shall be deemed to include all shares of Common Stock acquirable pursuant to the exercise of Vested Options then held by such Principal Stockholder. Notwithstanding the foregoing, this Section 7 shall not apply to (Ai) if Transfers pursuant to Rule 144 under the Transferring Unitholder intends to Transfer Units of more than one class Securities Act (or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or seriesany successor provision), (Bii) if such Transfer constitutes a Sale of the LLCTransfers pursuant to Section 4, the Class D Units shall be deemed or (v) Transfers pursuant to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.26.

Participation Rights. (i) At least 20 15 days prior to any Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, Transfer of any Units (other than one or more Transfers (iPerry Shares, the holder(s) pursuant of Perry Shares intending to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units Transfer Perry Shares (the “"Transferring Unitholder”Stockholder") shall will deliver to the other Stockholders (collectively, the "Other Stockholders") a written notice (the “a "Sale Notice”") to the LLC and to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class identity of Units to be Transferred the prospective transferee(s) and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder Stockholder within 20 15 days after delivery of the Sale Notice Notice. If any Other Stockholders have elected to participate in such Transfer, each of the Transferring Stockholder and such Other Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of Common Stock being transferred equal to the product obtained by multiplying (A) the quotient determined by dividing (x) the number of shares of Common Stock owned by such Person by (y) the aggregate number of shares of Common Stock then held by all Persons participating in such Transfer, including the Transferring Stockholder (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”). Such participation shall be based upon the Person's "Pro Rata Share represented Share") by (B) the Units requested number of shares of Common Stock to be included sold in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders contemplated Transfer. If any Person participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall elects to Transfer his, her or less than its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined the shares which such Person had the right, but did not elect, to Transfer will be reoffered to the Persons participating in such Transfer who ejected to Transfer their full Pro Rata Share (pro rata among such Persons based upon On their respective Pro Rata Shares), and so on until the Total Equity Value Proceeds implied by the price offered Persons participating in such Transfer have elected to Transfer all shares to be sold in the Sale Notice; provided that in contemplated Transfer. For purposes of determining the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or seriesrespective Pro Rata Shares, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall Person will be deemed to hold an Common Stock held by them and their Affiliates (provided that no share of Common Stock shall be the same class of Units counted more than once for this purpose) and all such affiliated Persons shall be treated as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2a single Person.

Participation Rights. At least 20 30 days prior to any Transfer, in any one transaction or series -------------------- Significant Transfer of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units Stockholder Shares (other than one a Public Sale or more Transfers (i) a Transfer pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliatesparagraph 2(b)), the Stockholder making such holder of Class A Units, Class B Units and/or Class C Units Significant Transfer (the “"Transferring Unitholder”Stockholder") shall deliver a written notice (the “"Sale Notice”") to the LLC Company and to each of the other Unitholders Stockholders who hold Stockholder Shares (the “"Other Unitholders”Stockholders"), specifying in reasonable detail the identity of the prospective transferee(s), the number and class of Units to be Transferred Stockholders Shares being transferred and the terms and conditions of the contemplated Significant Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Stockholders may elect to participate in the contemplated Significant Transfer by delivering written notice to the Transferring Unitholder Stockholder within 20 30 days after delivery of the Sale Notice (Notice. If any Other Stockholders have elected to participate in such Unitholders delivering such notice of election in accordance with this Section 10.2, collectivelySignificant Transfer, the “Electing Unitholders”). Such participation Transferring Stockholder and such Other Stockholders shall be based upon entitled to sell in the Pro Rata Share represented by contemplated Significant Transfer, at the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units same price and on the same terms and conditions(subject to the provisions of paragraph 2(d) below), with a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such person by the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred percentage of Stockholder Shares owned by the Transferring Unitholder are comprised solely Stockholder and the Other Stockholders participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Significant Transfer. For purposes of this calculation, all shares of Class A Units or Common shall be treated as if converted into ten percent (10%) of the outstanding number of shares of Class B UnitsCommon outstanding immediately following such conversion. For example, if the Sale Notice contemplated a sale of 60 ----------- shares of Class A Common by the Transferring Stockholder, and if the Transferring Stockholder at such time owns 30% of all Stockholder Shares and if one Other Stockholder elects to participate and owns 40 shares of the Class B Common (representing 20% of all Stockholder Shares), the aggregate consideration Transferring Stockholder would be entitled to sell 36 shares (30% + 50% x 60 shares) and the Other Stockholder would be paid entitled to sell 24 shares (20% + 50% x 60 shares). Each Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Stockholders in connection with such Transfer any contemplated Significant Transfer, and each Stockholder shall be allocated based on not transfer any of its Stockholder Shares to the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (Aprospective transferee(s) if the Transferring Unitholder intends prospective transferee(s) declines to Transfer Units of more than one class or series, each allow the participation of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2Stockholders.

Participation Rights. At least 20 Not less than twenty (20) days prior to any Transfer, in any one transaction or series proposed Transfer of related transactions, Stockholder Shares by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units Principal Stockholder (the “Transferring UnitholderSELLING PRINCIPAL STOCKHOLDER”) ), the Selling Principal Stockholder shall deliver to the other Principal Stockholder (so long as such other Principal Stockholder is not Incapacitated) a written notice (the “Sale NoticeSALE NOTICE”) to the LLC and to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class identity of Units to be Transferred the proposed transferee(s) and the terms and conditions of the contemplated proposed Transfer. The Other Unitholders holding Provided that the same class or series other Principal Stockholder is not Incapacitated and has not elected to exercise the Rights of Units (First Refusal provided in Sections 4(c) and 4(d), as applicable, with respect to the Class A UnitsTransfer specified in the Sale Notice, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) such other Principal Stockholder may elect to participate in the contemplated proposed Transfer by delivering to the Selling Principal Stockholder a written notice to of such election within the Transferring Unitholder within 20 days after 10-day period following delivery of the Sale Notice (Notice. If the other Principal Stockholder elects to participate in such Unitholders delivering such notice of election in accordance with this Section 10.2, collectivelyTransfer, the “Electing Unitholders”). Such participation shall Selling Principal Stockholder and such other Principal Stockholder will be based upon the Pro Rata Share represented by the Units requested entitled to be included sell in such Transfer by proposed Transfer, at the same price and on the same terms, a number of shares of each Unitholder relative class of Common Stock specified in the Sale Notice equal to the Pro Rata Share product of all Units (i) the quotient determined by dividing the number of shares of such class or series of Common Stock then held by the Unitholders participating in Selling Principal Stockholder or such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yieldother Principal Stockholder, as the case may be, by the aggregate number of shares of such class of Common Stock then held by the Selling Principal Stockholder and such other Principal Stockholder, multiplied by (ii) the number of shares of such class of Common Stock to be sold in such proposed Transfer. For purposes of this Section 7, the amount of Common Stock held by a Principal Stockholder shall be deemed to include all shares of Common Stock acquirable pursuant to the exercise of Vested Options then held by such Principal Stockholder. Notwithstanding the foregoing, this Section 7 shall not apply to (Ai) if Transfers pursuant to Rule 144 under the Transferring Unitholder intends to Transfer Units of more than one class Securities Act (or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or seriesany successor provision), (Bii) if such Transfer constitutes a Sale of the LLCTransfers pursuant to Section 4, the Class D Units shall be deemed or (v) Transfers pursuant to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.26.

Participation Rights. (i) At least 20 30 days prior to any Transfer, in any one transaction or series transfer of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, shares of any Units class of Common Stock by an Investor (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of transfer among the Investors or Contributors, as applicable, (iii) which are Exempt Transfers their affiliates or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor an employee of the Investors Company or any of their Affiliatesits Subsidiaries), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall transferring Investor will deliver a written notice (the “"Sale Notice”") to the LLC Company, Executive and all ----------- other holders of such class of Common Stock that have been granted participation rights similar to each the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the other Unitholders (the “"Other Unitholders”Stockholders"), specifying in reasonable detail the number and class identity of Units to be Transferred ------------------ the prospective transferee(s) and the terms and conditions of the contemplated Transfertransfer. The Notwithstanding the restrictions contained in this paragraph 4, the Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Stockholders may elect to participate in the contemplated Transfer transfer by delivering written notice to the Transferring Unitholder transferring Investor within 20 10 days after delivery of the Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”)Notice. Such participation shall be based upon the Pro Rata Share represented by the Units requested If any Other Stockholders have elected to be included participate in such Transfer by transfer, each Unitholder relative of the transferring Investor and such Other Stockholders will be entitled to sell in the Pro Rata Share contemplated transfer, at the same price and on the same terms, a number of all Units shares of such class or series held of Common Stock equal to the product of (A) the quotient determined by dividing the number of shares of such class of Common Stock owned by such person by the Unitholders aggregate number of shares of such class of Common Stock owned by the transferring Investor and the Other Stockholders participating in such Transfer sale and (including B) the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration number of shares of such class of Common Stock to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered sold in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may becontemplated transfer. Notwithstanding the foregoing, (Ain the event that the transferring Investor(s) if the Transferring Unitholder intends intend to Transfer Units transfer shares of more than one class or seriesof Common Stock, each the Other Stockholders participating in such transfer shall be required to sell in the contemplated transfer a pro rata portion of shares of all such classes of Common Stock, which portion shall be determined in the manner set forth immediately above. For example (by way of illustration only), if the Sale Notice contemplated ----------------------------------------- a sale of 100 shares of Class L Common by the transferring Investor, and if the transferring Investor at such time owns 30% of the Class L Common and if one Other Unitholders electing Stockholder elects to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale and owns 20% of the LLCClass L Common, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder transferring Investor would be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares).

Participation Rights. At least 20 30 days prior to any Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, Transfer of any Units class of Common Stock by the Xxxx Group (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate Transfer among members of the Investors Xxxx Group or Contributors, as applicable, (iii) which are Exempt Transfers their Affiliates or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor an employee of the Investors Company or any of their Affiliatesits Subsidiaries), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall Xxxx Group will deliver a written notice (the “"Sale Notice”") to the LLC Company and to each of the other Unitholders Stockholders (the “"Other Unitholders”Stockholders"), specifying in reasonable detail the number and class identity of Units to be Transferred the prospective transferee(s) and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Stockholders may elect to participate in the contemplated Transfer by the Xxxx Group by delivering written notice to the Transferring Unitholder Xxxx Group within 20 30 days after delivery of the Sale Notice (Notice. If any Other Stockholders have elected to participate in such Unitholders delivering such notice of election in accordance with this Section 10.2, collectivelyTransfer, the “Electing Unitholders”). Such participation shall Xxxx Group and such Other Stockholders will be based upon entitled to sell in the Pro Rata Share represented contemplated Transfer a number of Stockholder Shares of the same class proposed to be sold by the Units requested to be included in such Transfer by each Unitholder relative Xxxx Group (the "Offered Class") equal to the Pro Rata Share product of all Units (i) the quotient determined by dividing the percentage of Stockholder Shares of the Offered Class owned by such class or series held person by the Unitholders aggregate percentage of Stockholder Shares of the Offered Class owned by the Xxxx Group, the Other Stockholders and any other stockholders of the Company participating in such Transfer sale multiplied by (including ii) the Transferring Unitholder)number of Stockholder Shares of the Offered Class to be sold in the contemplated Transfer. Each Electing Unitholder shall Transfer his, her or its Units The sale by all Stockholders electing to participate in such sale will be on the same terms and conditions, with the aggregate consideration at sale prices equal to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered (i) in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely case of Class A Units Common or Class B UnitsA Non-Voting Common, the aggregate consideration same price per share as paid to be the Xxxx Group for the Class P Common held by the Xxxx Group and (ii) in the case of Non-Voting Common, the same price per share as paid in connection with such Transfer shall be allocated based on to the proportionate Xxxx Group for the Common held by the Xxxx Group. Solely for the purposes of this paragraph 2(b), Class A Unreturned Capital Common and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, Non-Voting Common will be deemed to be in the same class as the Class P Common and the Non-Voting Common will be deemed to be in the same class as the Common. In addition, solely for purposes of this paragraph 2(b), in the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to of any Transfer Units of more than one class involving all or series, each any portion of the Other Unitholders electing to participate must participate in all such Transfers (Xxxx Group's Class P Common, a portion of JNL's Common and Non-Voting Common equal to the extent such Other Unitholders hold such other class or series), (B) if quotient determined by dividing the number of shares of Class P Common to be Transferred by the Xxxx Group by the number of shares of Common Stock held by the Xxxx Group immediately prior to such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be in the same class of Units as the Class C Units for P Common, provided that the purpose price per share to be paid to the holder of this Section 10.2any such JNL Common or Non-Voting Common shall be reduced by the amount of any preference (i.e., any Unreturned Original Cost and Unpaid Yield (as each such term is defined in the Company's Certificate of Incorporation)) then available to a holder of Class P Common set forth in the Company's Certificate of Incorporation as in effect immediately prior to such Transfer. For example (by way of illustration only), if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Xxxx Group, and (C) in no event shall any Unitholder if the Xxxx Group at such time owns 30% of all Stockholder Shares and if one Other Stockholder elects to participate and owns 20% of all Stockholder Shares, the Xxxx Group would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares). The Xxxx Group shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Stockholders in any contemplated Transfer and to the inclusion (in the case of Xxxxxx) of the Warrants in the contemplated Transfer, and no Stockholder shall transfer any unvested Management Incentive Units pursuant of its Stockholder Shares to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Other Stockholders or the inclusion of the Warrants. If any portion of the Warrants are included in any Transfer of Stockholder Shares under this Section 10.2sub paragraph 2(b), the purchase price for such Warrants shall be equal to the full purchase price determined hereunder for the Stockholder -4- Shares covered by the portion of the Warrant to be transferred, reduced by the aggregate exercise price for such shares.

Participation Rights. At least 20 days prior Prior to any Transfer, in any one transaction or series Transfer of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units Common Stock (other than one or more Transfers (ia Permitted Transfer not covered by this Section 8.2) pursuant to by a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors Designated Stockholder or any holder of their AffiliatesRegistrable Securities, including the Holder (each, a "Selling Stakeholder"), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) person or his or her or its agent shall deliver a written notice (the “"Sale Notice”") to the LLC and to each "Notice Parties" (defined as such of the other Unitholders (Designated Stockholders and the “Other Unitholders”holders of Registrable Securities that are not the Selling Stakeholder in each case), specifying in reasonable detail the identity of the prospective transferee(s), the number and class of Units shares to be Transferred transferred and the terms and conditions of the contemplated Transfer, including a price per share for the shares of Common Stock proposed to be Transferred (which notice may be the same notice and given at the same time as the Offer Notice under Section 8.1). The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Notice Parties may elect to participate in the any contemplated Transfer of Common Stock by a Selling Stakeholder, at the same price per share and on the same terms by delivering written notice to the Transferring Unitholder Selling Stakeholder within 20 five (5) days after delivery of the Sale Notice (the "Tag Along Election Period"). If, during the Tag Along Election Period, a Notice Party has elected to participate in such Unitholders delivering such notice Transfer, then, subject to the requirements of election in accordance with this Section 10.2, collectivelythe preceding sentence, the “Electing Unitholders”). Such participation Selling Stakeholder and the Notice Parties electing to participate shall each be based upon entitled to sell in the Pro Rata Share represented by contemplated Transfer, at the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units same price and on the same terms per share, a number of shares of Common Stock determined as follows: (i) first, each shall be entitled to Transfer up to the same proportion of its shares of Common Stock (determined on an as if converted basis) as the Selling Stakeholder proposes to sell; and conditions(ii) second, with the aggregate consideration Selling Stakeholder may Transfer any remaining shares of Common Stock as the transferee will accept on the same terms. None of the Holder or any Designated Stockholder shall transfer any of its Common Stock to any prospective transferee if such prospective transferee(s) declines to allow the participation of the others. Each Designated Stockholder and holders of Registrable Securities transferring Common Stock pursuant to this Section 8.2 shall pay its proportional share (based on the number of shares of Common Stock to be paid sold) of the expenses incurred by such Person in connection with such Transfer allocated among each Unit included therein transfer and shall be obligated to join on a pro rata basis (based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely number of Class A Units or Class B Units, the aggregate consideration shares of Common Stocks to be paid sold) in any indemnification or other obligations that the Selling Stakeholder agrees to provide in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital transfer (other than any such obligations that relate specifically to a particular Selling Stakeholder such as indemnification with respect to representations and Class A Unpaid Yield, or Class B Unreturned Capital warranties given by a Selling Stakeholder regarding such person's title to and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units ownership of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2Common Stock.

Participation Rights. At least 20 30 days prior to any Transfer, in any one transaction or series Transfer of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units Stockholder Shares (other than one a Public Sale or more Transfers (iTransfer under Section 2(d) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (iihereof) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units transferring Principal Holder (the “"Transferring Unitholder”Principal Holder") shall deliver a written notice (the “"Sale Notice”") to the LLC Company and holders of Underlying Common Stock, and pursuant to each of the other Unitholders (Class A Agreement to the “Other Unitholders”)Class A Holders, specifying in reasonable detail the identity of the prospective transferees, the number and class of Units shares to be Transferred transferred, and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series holders of Units (with Underlying Common Stock, and the Class A UnitsHolders pursuant to the Class A Agreement, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) may elect to participate in the contemplated Transfer at the same price per share and on the same terms by delivering written notice to the Transferring Unitholder Principal Holder within 20 30 days after delivery of the Sale Notice (Notice. If any holders of Underlying Common Stock have elected to participate in such Unitholders delivering such notice of election in accordance with this Section 10.2, collectivelyTransfer, the “Electing Unitholders”). Such participation Transferring Principal Holder, any participating Class A Holders, and such holders of Underlying Common Stock shall be based upon entitled to sell in the Pro Rata Share represented contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share aggregate percentage of all Units of such class or series held Stockholder Shares owned by the Unitholders Transferring Principal Holder, Class A Holders, and holders of Underlying Common Stock participating in such Transfer sale and (including ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Transferring UnitholderPrincipal Holder, and if the Transferring Principal Holder at such time owns 30% of all Stockholder Shares and if one holder of Underlying Common Stock and one Class B Holder elect to participate and each owns 10% of all Stockholder Shares, the Transferring Principal Holder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the holder of Underlying Common Stock would be entitled to sell 20 shares (10% / 50% x 100 shares). Each Electing Unitholder Transferring Principal Holder shall use best efforts to obtain the agreement of the prospective transferees to the participation of the holders of Underlying Common Stock in any contemplated Transfer his, her or and no Transferring Principal Holder shall transfer any of its Units on Stockholder Shares to any prospective transferee if such prospective transferee declines to allow the same terms and conditions, with participation of the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by holders of Underlying Common Stock unless the Transferring Unitholder are comprised solely Principal Holder agrees to purchase from the holders of Class A Units or Class B Units, Underlying Common Stock the aggregate consideration to be paid in connection with number of Stockholder Shares each such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder holder would otherwise be entitled to sell in the contemplated Transfer any unvested Management Incentive Units pursuant to this Section 10.22(b).

Participation Rights. At least 20 days prior In addition to any Transferthe restrictions on Transfer in Section 7.1 above and subject to Section 7.6 above, in any one transaction or series of related transactions, by whenever a holder of Class A Unit, Class B Units or Class C UnitsInterest Holder (each individually, of any Units the “Selling Holder”) shall receive from a prospective purchaser (other than one a Permitted Transferee or more Transfers (i) pursuant to a transaction the Company pursuant to Section 10.3 3.8) a bona fide offer to purchase Interests from the Selling Holder (whether held on the date hereof or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliatesacquired thereafter), which the Selling Holder wishes to accept, the Selling Holder may engage in such holder transaction so long as all other holders of Class A UnitsInterests (each individually, Class B Units and/or Class C Units (the a “Transferring UnitholderTag-Along Holder”) also shall deliver a written notice (be afforded the “Sale Notice”) right to sell to the LLC prospective purchaser simultaneously therewith (on terms and conditions at least as favorable to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class of Units to be Transferred and Tag-Along Holder as the terms and conditions set out in the offer received by such Selling Holder, except as set forth below) the number of Interests which bears the same proportion to the number of Interests owned by such Tag-Along Holder, as the number of Interests being sold by such Selling Holder bears to the total number of Interests owned by such Selling Holder. If the prospective purchaser will not purchase all of the contemplated Transfer. The Other Unitholders holding Interests which the same class or series Selling Holder and each of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of Tag-Along Holders wishes to sell pursuant to this Section 10.27.7, the number of Interests which each of the Selling Holder and Tag-Along Holders shall be permitted to sell to such prospective purchaser shall be determined pro rata, based on each Selling Holder’s and Tag-Along Holder’s percentage of ownership of Interests. Upon receipt by a Selling Holder of a bona fide offer to purchase its Interests pursuant to this Section 7.7, such Selling Holder shall notify each Tag-Along Holder, in writing, of such offer and its terms and conditions, which written notice shall include the number of Interests the Selling Holder desires to sell, the name of the purchaser(s) and the consideration offered in connection therewith. Each Tag-Along Holder may elect exercise its right to participate in the contemplated Transfer sell under this Section 7.7 by delivering giving written notice to the Transferring Unitholder Selling Holder within 20 30 days after delivery the date on which such Tag-Along Holder received notice of the Sale Notice (such Unitholders delivering such notice sale from the Selling Holder pursuant to this Section 7.7 and the Selling Holder will not consummate any sale of election Interests until the aggregate number of Interests to be sold by each Tag-Along Holder in accordance with this Section 10.2, collectively, the “Electing Unitholders”). Such participation 7.7 shall be based upon the Pro Rata Share represented by the Units requested to be included have been determined in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2accordance herewith.

Participation Rights. At least 20 days prior In the event that the Non-Transferring Stockholders and the Company elect not to any Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate purchase all of the Investors or ContributorsSecurities specified in an Investor Offer Notice, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall deliver a written notice (the “Sale Notice”) to the LLC and to each of the Stockholders other Unitholders (than the “Other Unitholders”), specifying in reasonable detail the number and class of Units to be Transferred and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Transferring Stockholder may elect to participate in the contemplated Transfer sale by delivering written notice to the Transferring Unitholder Stockholder within 20 fifteen (15) days after delivery expiration of the Sale Notice Company Election Period. If any of such Stockholders elects to participate in such sale (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing UnitholdersParticipating Stockholders”). Such participation shall be based upon the Pro Rata Share represented by the Units requested to be included in such Transfer by , each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer hisStockholder and the Participating Stockholders will be entitled to sell in the contemplated sale, her or its Units on the same terms and conditionsas are applicable to the Transferring Stockholder, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined a pro rata portion (based upon the Total Equity Value Proceeds implied respective numbers of Securities then held by such Stockholders determined on an as-converted basis) of the price offered Securities to be sold in the Sale Noticecontemplated sale. The Transferring Stockholder will (i) use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified herein, and (ii) use good faith efforts to negotiate indemnity provisions with the prospective transferee providing for several and not joint liability and a maximum limit on liability of each of the Participating Stockholders not exceeding the purchase price received by such Participating Stockholders for such Securities; provided provided, that in if the event that Units being transferred by prospective transferee declines to agree to such indemnity provisions, then the Transferring Unitholder are comprised solely of Class A Units or Class B UnitsStockholder and the Participating Stockholders shall negotiate in good faith the terms of, and enter into, a separate contribution agreement on mutually agreeable terms providing that the aggregate consideration Transferring Stockholder and the Participating Stockholders shall reimburse one another if required to be paid in connection with such Transfer shall be allocated pay more than their pro rata share (based on the proportionate Class A Unreturned Capital number of Securities sold by such Transferring Stockholder or Participating Stockholder) of any indemnification claim arising out of representations and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (warranties made with respect to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2Company, and (C) in no event shall any Unitholder be entitled not with respect to Transfer any unvested Management Incentive Units pursuant this Section 10.2such Participating Stockholder or such Participating Stockholder’s Securities.

Participation Rights. At least 20 40 days prior to any sale, transfer, assignment, pledge or other disposal (a "Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, ") of any Units Willxx Xxxxx Xxxres of a certain class (other than one or more Transfers (i) pursuant to a transaction Public Sale or (ii) a Transfer pursuant to Section 10.3 2(c) or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates3), such holder of Class A Units, Class B Units and/or Class C Units the transferring Stockholder (the “Transferring Unitholder”"Willxx Xxxxx Xxxnsferor") shall deliver a written notice (the “"Sale Notice”") to the LLC Company and to each of the other Unitholders Stockholders (the “"Other Unitholders”Stockholders"), specifying in reasonable detail the number and of such class of Units Stockholder Shares to be Transferred transferred, the identity of the prospective transferee(s) and the terms and conditions of the contemplated Transfer, including the price per Stockholder Share of such class. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder Willxx Xxxxx Xxxnsferor within 20 30 days after delivery of the Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”). Such participation shall be based upon the Pro Rata Share represented by the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder Willxx Xxxxx Xxxnsferor intends to Transfer Units a strip of two or more than one classes of Stockholder Shares and any Other Stockholder (including his or its Permitted Transferees) holds all such classes of Stockholder Shares, such Other Stockholder may only participate in such Transfer if such Other Stockholder Transfers all such classes of Stockholder Shares in accordance with the formula set forth in the following sentence. With respect to each class or seriesof Stockholder Shares to be Transferred, if any Other Stockholders have elected to participate in such Transfer, the Willxx Xxxxx Xxxnsferor and each participating Other Stockholder shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares of such class equal to the product of (i) the quotient determined by dividing (1) the number of Stockholder Shares of such class held by such Person by (2) the aggregate number of Stockholder Shares of such class owned by the Willxx Xxxxx Xxxnsferor and the Other Stockholders participating in such sale and (ii) the aggregate number of Stockholder Shares of such class to be sold in the contemplated Transfer. For purposes of the preceding sentence, (I) Common Stock issuable upon exercise of employee stock options which have not vested and become exercisable shall not be considered to be Stockholder Shares and (II) all Stockholder Shares held by any Permitted Transferee of any Other Unitholders electing to participate must participate in all such Transfers (to the extent Stockholder shall be deemed held by such Other Unitholders hold such other class Stockholder himself or series)itself. For purposes of this Agreement, (B) if such Transfer constitutes references to Stockholder Shares of a Sale of the LLCcertain "class" means Stockholder Shares which are Notes, the Class D Units shall Preferred Stock or Common Stock; provided that Voting Common and Nonvoting Common will be deemed to be of the same "class;" provided further that Series B Subordinated Promissory Notes will be deemed to be of the same class of Units as the Class C Units for the purpose of this Section 10.2, and Preferred Stock (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2rather than Series A Subordinated Promissory Notes).

Participation Rights. No FFL Stockholder may make a Transfer of Securities pursuant to clause (a)(v) of Section 2.1 unless such FFL Stockholder complies with the provisions of this Section 2.2. At least 20 twenty (20) days prior to any such Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units transferring FFL Stockholder (the “"Transferring Unitholder”Stockholder") shall deliver a written notice (the “Sale "Offer Notice”") to the LLC Company and to each of the other Unitholders (the “Other Unitholders”), specifying Stockholders. The Offer Notice will disclose in reasonable detail the proposed number and class of Units Securities to be Transferred and transferred, the class or classes and, if applicable, series of such Securities, the proposed price, terms and conditions of the contemplated TransferTransfer and the identity of the transferee. The Other Unitholders holding Each of the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) other Stockholders may elect to participate in the contemplated Transfer sale by delivering written notice to the Transferring Unitholder Stockholder within 20 15 days after delivery receipt of the Sale Notice (Offer Notice. If any of such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”). Such participation shall be based upon the Pro Rata Share represented by the Units requested other Stockholders elects to be included participate in such Transfer by each Unitholder relative to sale (the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder"Participating Stockholders"). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to Transferring Stockholder and the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder Participating Stockholders will be entitled to sell in the contemplated sale a number of Eligible Securities of such class and, if applicable, series equal to the product of (i) the fraction, the numerator of which is the number of Eligible Securities of such class and, if applicable, series (on a fully-diluted basis) held by such Person, and the denominator of which is the aggregate number of Eligible Securities of such class and, if applicable, series (on a fully-diluted basis) owned by the Transferring Stockholder and the Participating Stockholders, multiplied by (ii) the number of Eligible Securities of such class and, if applicable, series (on a fully-diluted basis) to be sold in the contemplated sale. For example, if the notice from the Transferring Stockholder contemplated a sale of 100 shares of Class C Common Stock by the Transferring Stockholder and the Transferring Stockholder at such time owns 300 shares of Class C Common Stock constituting Eligible Securities (on a fully-diluted basis), and if one Participating Stockholder elects to participate in such sale and such Participating Stockholder owns 100 shares of Class A Common Stock and 100 shares of Class B Common Stock constituting Eligible Securities (on a fully-diluted basis), such Transferring Stockholder would be entitled to sell 60 shares of Common Stock (300/500 x 100 shares) and such Participating Stockholder would be entitled to sell 40 shares of Common Stock (200/500 x 100 shares). As a condition to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement of the prospective transferee(s) to the participation of all Participating Stockholders in any unvested Management Incentive Units pursuant this Section 10.2contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified herein.

Participation Rights. (i) At least 20 thirty (30) days prior to any Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, Transfer of any Units Ordinary Shares by any member of the Golden Gate Group (the “Transferring Shareholder”) (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate Transfer among the members of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors Golden Gate Group or any of their Affiliatesrespective Affiliates or to an employee or director of the Company or its Subsidiaries for compensatory purposes or any exchange of Ordinary Shares with the Company), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall Shareholder will deliver a written notice (the “Sale Notice”) to the LLC and to each Company, the members of the Oak Group, the members of the Other Group and all other Unitholders holders of Ordinary Shares that have been granted participation rights similar to the participation rights granted herein (the members of the Oak Group, the members of the Other Group and all other holders of Ordinary Shares that have been granted participation rights similar to the participation rights granted herein are collectively referred to herein as the “Other UnitholdersShareholders”), specifying in reasonable detail the number and class identity of Units to be Transferred the prospective transferee(s) and the terms and conditions of the contemplated Transfer. The Notwithstanding the restrictions contained in Section 2, any or all of the Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Shareholders may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder Shareholder within 20 ten (10) days after delivery of the Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”)Notice. Such participation shall be based upon the Pro Rata Share represented by the Units requested If any Other Shareholder has elected to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating participate in such Transfer (including each such Other Shareholder, a “Participating Shareholder”), each of the Transferring Unitholder). Each Electing Unitholder shall Transfer hisShareholder and the Participating Shareholders will be entitled to sell in the contemplated Transfer, her or its Units on the same terms and conditionsat the prices specified below, with a number of Ordinary Shares equal to the product of (A) the quotient determined by dividing the number of Ordinary Shares owned by such Participating Shareholder by the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred number of Ordinary Shares owned by the Transferring Unitholder are comprised solely Shareholder and all Participating Shareholders and (B) the number of Class A Units or Class B Units, the aggregate consideration Ordinary Shares to be paid sold in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may becontemplated Transfer. Notwithstanding the foregoing, (A) if in the event that the Transferring Unitholder Shareholder intends to Transfer Units Ordinary Shares of more than one class or seriesclass, each the Participating Shareholders will be required to sell in the contemplated Transfer a pro rata portion of the Other Unitholders electing to participate must participate in Ordinary Shares of all such Transfers classes (to the extent such Other Unitholders hold the Participating Shareholders own any Ordinary Shares of such other class or seriesclasses), which portion will be determined in the manner set forth in the immediately preceding sentence. For purposes of this Section 3 only, Ordinary Shares of different classes whose only difference is their voting characteristics (Bi.e., Class L Shares and Class L Non-Voting Shares) if such Transfer constitutes a Sale of the LLC, the Class D Units shall will be deemed to be in the same class of Units as Ordinary Shares. With respect to Class L Shares or Class L Non-Voting Shares to be sold by the Transferring Shareholder, each Participating Shareholder transferring Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder L Shares or Class L Non-Voting Shares will be entitled to receive the same price per share to be received by the Transferring Shareholder in such Transfer. With respect to any Participating Shareholder which elects to transfer any other class of Ordinary Shares (other than Class L Shares or Class L Non-Voting Shares), the price per share to be received by such Participating Shareholder in such Transfer any unvested Management Incentive Units shall be determined as if the Company had been sold for the valuation implied by such Transfer (by extrapolating such valuation to a sale of all of the Ordinary Shares of the Company) and the proceeds of such sale had been distributed by the Company in complete liquidation pursuant this Section 10.2to the rights and preferences set forth in the Company’s articles of association as in effect immediately prior to such Transfer. For example (by way of illustration only), if the Sale Notice contemplated a sale of 100 Ordinary Shares by the Transferring Shareholder, and if the Transferring Shareholder at such time owns 30% of the Ordinary Shares and if one Participating Shareholder elects to participate and owns 20% of the Ordinary Shares (and all other Shareholders choose not to participate), then the Transferring Shareholder would be entitled to sell 60 shares (30% ÷ 50% x 100 shares) and the Participating Shareholder would be entitled to sell 40 shares (20% ÷ 50% x 100 shares).

Participation Rights. At least 20 thirty (30) days prior to any TransferTransfer of Stockholder Shares by OEP or by any Permitted Transferee of OEP that has become a Stockholder hereunder (each, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units "SIGNIFICANT STOCKHOLDER") (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7Public Sale, (ii) a Transfer to any Affiliate of the Investors or Contributors, as applicablePermitted Transferee(s), (iii) which are an Exempt Transfers Transfer, or (iv) redemptions of Preferred Stock pursuant to any current or former officer, employee, manager, director, member, partner or co-investor the Company's Articles of the Investors or any of their AffiliatesIncorporation), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) transferring Significant Stockholder shall deliver a written notice (the “Sale Notice”"TAG-ALONG SALE NOTICE") to the LLC Company and to each of other Stockholder, including the other Unitholders Significant Stockholders (the “Other Unitholders”"OTHER STOCKHOLDERS"), specifying in reasonable detail the identity of the prospective transferee(s), the number and the class of Units shares to be Transferred and the terms and conditions of the contemplated Transfer. The In the event that any of the Other Unitholders holding Stockholders hold the same class or series of Units (with the Class A UnitsStockholder Shares which are to be transferred, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) such Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder transferring Significant Stockholder within 20 fifteen (15) days after delivery of the Tag-Along Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”)Notice. Such participation shall be based upon the Pro Rata Share represented by the Units requested If any Other Stockholders elect to be included participate in such Transfer by (each Unitholder relative a "PARTICIPATING STOCKHOLDER"), and any of the Stockholder Shares specified in the Tag-Along Sale Notice are shares of Common Stock, the transferring Significant Stockholder and each Participating Stockholder shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of Common Stock equal to the Pro Rata Share product of all Units (i) the quotient determined by dividing the percentage of shares of Common Stock held by such class or series Stockholder by the aggregate percentage of shares of Common Stock held by the Unitholders transferring Significant Stockholder and all Participating Stockholders participating in such Transfer and (including ii) the Transferring Unitholdernumber of shares of Common Stock to be sold in the contemplated Transfer. All such determinations of the number of shares and percentage of Common Stock made under this SECTION 6(b) shall be made on a fully-diluted basis. FOR EXAMPLE, if the Tag-Along Sale Notice contemplated a sale of 100 shares of Common Stock by the transferring Significant Stockholder, and if the transferring Significant Stockholder at such time owns 30% of the total number of outstanding shares of Common Stock and if one Participating Stockholder elects to participate and such Stockholder owns 20% of the total number of outstanding shares of Common Stock, the transferring Significant Stockholder would be entitled to sell 60 shares (30% DIVIDED BY 50% x 100) and the Participating Stockholder would be entitled to sell 40 shares (20% DIVIDED BY 50% x 100). If any of the Stockholder Shares specified in the Tag-Along Sale Notice consists of any class of Preferred Stock, the transferring Significant Stockholder and each Participating Stockholder shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of any class of Preferred Stock held by such Stockholder equal to the aggregate number of shares of Preferred Stock to be Transferred multiplied by a fraction, the numerator of which is the liquidation value (plus accrued and unpaid dividends thereon) of such shares of any class of Preferred Stock owned by such Participating Stockholder and the denominator of which is the liquidation value (plus accrued and unpaid dividends thereon) of such shares of all classes of Preferred Stock owned by all holders participating in such transaction. FOR EXAMPLE, if the Tag-Along Sale Notice contemplated a sale of 100 shares of Preferred Stock by the transferring Significant Stockholder and if the Preferred Stock owned by the transferring Significant Stockholder had a liquidation value (plus accrued and unpaid dividends thereon) of $1,080,000 and if one other holder elects to participate and the Preferred Stock owned by such electing holder has a liquidation value (plus accrued and unpaid dividends thereon) of $2,160,000, the transferring Significant Stockholder would be entitled to sell 33 1/3 shares of Preferred Stock ((1,080,000 / 3,240,000) * 100 shares) and the electing holder would be entitled to sell 66 2/3 shares ((2,160,000 / 3,240,000) * 100 shares) of Preferred Stock. The transferring Significant Stockholder shall use its reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in any contemplated Transfer, and the transferring Significant Stockholder shall not Transfer any of its Stockholder Shares of such class to the prospective transferee(s) unless (1) the prospective transferee(s) agrees to allow the participation of the Participating Stockholders or (2) the transferring Significant Stockholder agrees to purchase the number of such class of Stockholder Shares from any Participating Stockholders which the Participating Stockholders would have been entitled to sell (and at the price it would have received) pursuant to this SECTION 6(b). If any securities convertible, exchangeable or exercisable for any class of Stockholder Shares (or securities into which any class of Stockholder Shares are convertible, exchangeable or exercisable) are included in any Transfer under this SECTION 6(b), the purchase price for such securities shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of such securities to be transferred, reduced by the aggregate exercise price for such shares. Each Electing Unitholder Stockholder transferring Stockholder Shares pursuant to this SECTION 6(b) shall pay its PRO RATA share (based on the aggregate consideration to be received with respect to each class of stock to be sold, taking into account the relative preferences and priorities of the shares to be sold) of reasonable expenses incurred by the Stockholders in connection with such Transfer his, her (other than transaction fees paid to the transferring Significant Stockholder or its Units Affiliates) and shall be obligated, on a several (and not on a joint and several) basis, to join on a PRO RATA basis (based on the aggregate consideration to be received with respect to each class of stock to be sold) in any representations, warranties, indemnification provisions or other obligations (including, without limitation, any escrow arrangements) that the transferring Significant Stockholder agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder's title to and ownership of Stockholder Shares); PROVIDED that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferee(s) with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer. If any Transfer is not consummated on the same terms and conditionsconditions as set forth in the Tag-Along Sale Notice within ninety (90) days after the expiration of the notice periods described above, the transferring Significant Stockholder shall again comply with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose terms of this Section 10.2, and (CSECTION 6(b) in no event shall any Unitholder be entitled with respect to Transfer any unvested Management Incentive Units pursuant this Section 10.2such Transfer.

Participation Rights. At least 20 10 business days prior to any Transfer, in any one transaction the Transfer (or series of related transactions, Transfers) by any Stockholder (a holder "Transferring Stockholder") of Class A Unit, Class B Units or Class C Units, Stockholder Shares representing more than 10% of any Units the outstanding Stockholder Shares held by such Stockholder (other than one or more Transfers pursuant to (i) pursuant to a transaction pursuant to Section 10.3 Public Sale or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliatesa Transfer under Section 4(c), such holder of Class A UnitsSection 4(d) or Section 5), Class B Units and/or Class C Units (the “Transferring Unitholder”) shall Stockholder will deliver a written notice (the “"Sale Notice”") to the LLC Company and to each of the other Unitholders (the “Other Unitholders”)Stockholders, specifying in reasonable detail the number and class identity of Units the prospective transferee(s), the Stockholder Shares to be Transferred sold and the terms and conditions of the contemplated Transfer. The If the Other Unitholders holding Stockholders hold shares of the same class or series of Units (with the Class A UnitsStockholder Shares to be transferred, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) they may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder Stockholder within 20 5 business days after delivery of the Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”)Notice. Such participation shall be based upon the Pro Rata Share represented by the Units requested If any Other Stockholders have elected to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating participate in such Transfer (including "Participating Stockholders"), the Transferring Unitholder). Each Electing Unitholder shall Transfer hisStockholder and each Participating Stockholder will be entitled to sell in the contemplated Transfer, her or its Units at the same price and on the same terms and conditionsterms, with a number of Stockholder Shares of such class equal to the product of (i) the quotient determined by dividing the number of Stockholder Shares of such class held by such Person by the aggregate consideration number of Stockholder Shares of such class owned by the Transferring Stockholder and all Participating Stockholders and (ii) the aggregate number of Stockholder Shares of such class to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered sold in the Sale Noticecontemplated Transfer; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely for purposes of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) Stockholder Shares which have not vested (and will not vest as a result of such transaction) or are subject to repurchase by the Company for less than fair market value shall not be considered to be Stockholder Shares and (B) all Stockholder Shares held by any Permitted Transferee of any Other Stockholder shall be deemed held by such Other Stockholder himself or itself; provided further that if the Transferring Unitholder Stockholder intends to Transfer Units a strip of two or more than one class classes of Stockholder Shares and any Other Stockholder (including his or seriesits Permitted Transferees) holds all such classes of Stockholder Shares, each such Other Stockholder may only participate in such Transfer if such Other Stockholder participates with respect to all such classes of Stockholder Shares. The Transferring Stockholder shall use its best efforts to obtain the agreement of the Other Unitholders electing prospective transferee(s) to participate must participate the participation of the Participating Stockholders in all any contemplated Transfer, and the Transferring Stockholder shall not Transfer any of its Stockholder Shares to the prospective transferee(s) unless (1) the prospective transferee(s) agrees to allow the participation of the Participating Stockholders or (2) the Transferring Stockholder agrees to purchase the number of such Transfers class of Stockholder Shares from any Participating Stockholders which the Participating Stockholders would have been entitled to sell pursuant to this Section 4(b). Each Stockholder participating in any transaction pursuant to this Section 4(b) shall be required to bear its pro rata share (based upon the number of shares sold) of the expenses incurred by the Stockholders in connection with such transaction to the extent such Other Unitholders hold costs are incurred for the benefit of all such other class Stockholders and are not otherwise paid by the Company or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units acquiring party and each Stockholder shall be deemed obligated to be join on a pro rata basis (based on the same class number of Units as the Class C Units for the purpose of this Section 10.2, and (Cshares sold) in no event shall any Unitholder be entitled representations, warranties, indemnification provisions or other obligations (including without limitation any escrow arrangements) that the Transferring Stockholder agrees to Transfer provide in connection with such transaction (other than any unvested Management Incentive Units pursuant this Section 10.2such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder's title to and ownership of Stockholder Shares).

Participation Rights. At (a) Prior to an initial Public Offering, at least 20 thirty (30) days prior to any Transfer, in any one transaction sale or series Transfer of related transactions, Units by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units either Principal Investor (the “Transferring UnitholderTag-Along Seller”) ), the Tag-Along Seller shall deliver a written notice (the “Sale Tag-Along Notice”) to the LLC and to each of the other Unitholders (the “Other Tag-Along Unitholders”), ) specifying in reasonable detail the number and class identity of Units to be Transferred the prospective transferee(s) and the terms and conditions of the contemplated Transfersale, including the number of Units to be sold and the cash price therefor (the “Tag-Along Offer”). The Other Tag-Along Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) may elect to participate in the contemplated Transfer sale by delivering written notice (a “Tag-Along Response Notice”) to the Transferring Unitholder Tag-Along Seller within 20 ten (10) days after delivery of the Sale Notice Tag-Along Notice. If any Tag-Along Unitholders have elected to participate in such sale, the Tag-Along Seller and such Tag-Along Unitholders will be entitled to sell in the contemplated Tag-Along Offer, at the same price and on the same terms, a number of Units to be sold equal to the product of (A) such Unitholders delivering Person’s Tag-Along Pro Rata Percentage multiplied by (B) the number of Units to be sold in the contemplated sale. If at the termination of such notice of election thirty (30)-day period any Unitholder shall not have elected to participate in accordance with the Tag-Along Offer, such Unitholder will be deemed to have waived its rights under this Section 10.2, collectively, the “Electing Unitholders”)10.4 with respect to such Tag-Along Offer. Such participation Each Tag-Along Unitholder’s right to participate in such Tag-Along Offer shall be based conditioned upon (i) the Pro Rata Share represented by consummation of the Units requested to be included transactions contemplated in such Transfer by the Tag-Along Notice with the prospective transferee(s) named therein, (ii) each Unitholder relative to the Pro Rata Share Tag-Along Unitholder’s execution and delivery of all Units of agreements and other documents as the Tag-Along Seller is required to execute and deliver in connection with such class or series held by the Unitholders participating in such Transfer sale (including the Transferring representations and warranties as to (x) such Tag-Along Unitholder). Each Electing Unitholder shall Transfer ’s ownership of his, her or its Units to be sold free and clear of all Liens (other than any imposed by this Agreement), (y) such Tag-Along Unitholder’s power and authority to effect such sale and certificate, if any, representing the applicable Units (together with an executed stock (or similar) power or other conveyance document) and (z) such matters pertaining to compliance with securities laws as the prospective transferee(s) may reasonably require) and (iii) any Tag-Along Unitholder shall not be liable for the inaccuracy of any representation or warranty made by any other person (unless such representation is made jointly with such other person) in connection with the Tag-Along Offer; provided that each Tag-Along Unitholder shall (a) be required (i) to bear his, her or its proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses and (ii) to make such customary representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Tag-Along Offer, in each case on terms no less favorable to the Tag-Along Unitholders than those disclosed in the Tag-Along Notice and (b) benefit from all of the same terms and conditionsprovisions of the definitive agreements as the Tag-Along Seller, with it being understood that any liability of any Tag-Along Unitholder for indemnification or similar post-closing obligations shall not exceed a proportional share of any such liability based on such Tag-Along Unitholder’s share of the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2Tag-Along Offer.

Participation Rights. At least 20 days prior to any Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than If one or more Transfers (i) pursuant MDCP Holders are the Transferring Holders and they desire to Transfer in a transaction pursuant to Section 10.3 single transaction, or Section 15.7, (ii) to any Affiliate if the Transfer then contemplated would result in one or more of the Investors MDCP Holders having transferred in one or Contributorsmore transactions after the date of this Agreement, as applicable, (iii) which are Exempt Transfers or (iv) to shares representing more than 25 % of any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall deliver a written notice (the “Sale Notice”) to the LLC and to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class of Units to be Transferred and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with Shareholder Shares held by the Class A UnitsMDCP Holders as of the date of this Agreement, Class B Units, Class C Units and Class D Units each being treated as a separate other holder of any such class or series for purposes of this Section 10.2Shareholder Shares (an “Other Holder”) may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder MDCP Holders and the Company within 20 15 days after delivery receipt by such holder of the Sale Notice (Notice; provided that if more than one class or series of Shareholder Shares are being sold any other Holder electing to participate in such Unitholders delivering sale must participate equally in the sale of such notice class or series, except that, in the case of election in accordance with this Section 10.2, collectivelythe Warrantholders, the “Electing Unitholders”). Such participation Warrantholders shall be based upon the Pro Rata Share represented by the Units requested entitled to be included participate in such Transfer by each Unitholder relative selling only Shareholder Shares that are either Warrants or Common Stock. If any Other Holder has elected to the Pro Rata Share of all Units of such class or series held by the Unitholders participating participate in such Transfer (including sale, each MDCP Holder and each electing Other Holder shall be entitled to sell in the Transferring Unitholder). Each Electing Unitholder shall Transfer hiscontemplated sale, her or its Units at the same price and on the same terms and conditions, with a number of any such class or series of Shareholder Shares to be sold hereunder equal to the product of (i) the quotient determined by dividing the percentage of such class or series of Shareholder Shares (assuming exercise of the Warrants) held by such person, by the aggregate percentage of such class or series of Shareholder Shares (assuming exercise of the Warrants) owned by the MDCP Holders and all electing Other Holders and (ii) the number of shares of such class or series of Shareholder Shares to be sold in the contemplated sale. For example, if the Sale Notice contemplated a sale of 100 shares of Common Stock, and if the MDCP Holders were at such time the owners of 30% of the Company’s Common Stock (on a fully-diluted basis) and if one Shareholder elected to participate and the Shareholder owned 20% of the Company’s Common Stock (on a fully-diluted basis), the MDCP Holders would be entitled to sell 60 shares ((30 % ÷ 50 %) x 100 shares) and the Shareholder would be entitled to sell 40 shares ((20% ÷ 50%) x 100 shares). The MDCP Holders shall use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Holders in the contemplated transfer and shall not transfer any Shareholder Shares to the prospective transferee(s) if such Transferee(s) refuses to allow the participation of the Other Holders. Each Shareholder transferring Shareholder Shares pursuant to this paragraph 6(d) shall pay its pro rata share (based on the total consideration to be paid received) of the out-of-pocket expenses incurred by the Shareholders in connection with such Transfer allocated among each Unit included therein and shall be obligated to join on a pro rata basis (based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate total consideration to be paid received) in any representations and warranties, any indemnification obligations, or any other obligations that the MDCP Holders agree to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Shareholder, such as indemnification with respect to representations and warranties given by a Shareholder regarding such Shareholder’s title to and ownership of Shareholder Shares); provided that no holder shall be allocated based on obligated in connection with such Transfer to agree to indemnify or hold harmless the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends transferees with respect to Transfer Units of more than one class or series, each an amount in excess of the Other Unitholders electing net cash proceeds paid to participate must participate in such holder for the Shareholder Shares sold by it pursuant to such Transfer. If all such Transfers (to or any portion of the extent such Other Unitholders hold such other class or seriesWarrants are transferred as Shareholder Shares under this paragraph 6(d), (B) if such Transfer constitutes a Sale the purchase price therefor shall be reduced by the aggregate exercise price of the LLC, portion of the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2Warrants so transferred.

Participation Rights. At least 20 days 30 days, and not more than 90 days, prior to any Transfer, in any one transaction or series Transfer of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units Other Equityholder Securities (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their AffiliatesPermitted Transfer), such the holder of Class A Units, Class B Units and/or Class C Units thereof (the “"Transferring Unitholder”Other Equityholder") shall deliver a written notice (the “"Sale Notice”") to the LLC Company and to each of the other Unitholders (the “Other Unitholders”)holders of Paribas Securities and PCF Securities, specifying in reasonable detail the identity of the prospective transferee(s), the number and class of Units Other Equityholder Securities to be Transferred transferred and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series holders of Units (with the Class A Units, Class B Units, Class C Units Paribas Securities and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) PCF Securities may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting interests) and on the same terms and conditions (except as provided in the last sentence of this clause (c)) by delivering written notice to the Transferring Unitholder Other Equityholder within 20 15 days after delivery of the Sale Notice (Notice. If no holder of Paribas Securities or PCF Securities delivers any such Unitholders delivering written notice within such notice of election in accordance with this Section 10.2, collectivelyperiod, the “Electing Unitholders”)Transferring Other Equityholder may Transfer, on the terms and subject to the conditions set forth in the Sale Notice, and in the amounts and to the prospective transferee(s) identified therein, the Other Equityholder Securities designated therein, on or prior to the 15th day after initial delivery of the Sale Notice. Such participation If any holder of Paribas Securities or PCF Securities has elected to participate in such Transfer, the Transferring Other Equityholder and each such electing holder of Paribas Securities or PCF Securities shall be based upon entitled to sell in the Pro Rata Share represented contemplated Transfer, at the same price and on the same terms and conditions (except as provided in the last sentence of this clause 1(c)), a number of Company Equity Securities equal to the product of (i) the quotient determined by dividing the Units number of Company Equity Securities held by such Person and requested to be included in such Transfer by each Unitholder relative the aggregate number of Company Equity Securities proposed to the Pro Rata Share of all Units of be sold in such class or series Transfer which are held by the Unitholders participating Transferring Other Equityholder and all holders of Paribas Securities and PCF Securities electing to participate in such Transfer and all other holders of Company Equity Securities electing to participate in such Transfer to the extent permitted pursuant to the Stockholders Agreement (including such calculation to be made assuming for purposes of this calculation that the Transferring Unitholder)Company has redeemed (whether or not in fact such redemption has or will occur) from the HIG Group a number of Company Equity Securities equal to the number of Warrant Shares outstanding as of the date of such calculation and (ii) the number of Company Equity Securities to be sold in the contemplated Transfer. Each Electing Unitholder Transferring Other Equityholder shall use its reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of the holders of Paribas Securities or PCF Securities in any contemplated Transfer his, her or its Units on and to the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered inclusion (in the Sale Notice; provided that case of holders of Warrants) of the Warrants in the event that Units being transferred by contemplated Transfer, and no Transferring Other Equityholder shall transfer any of its Company Equity Securities to any prospective transferee if such prospective transferee(s) declines to allow the Transferring Unitholder are comprised solely participation of Class A Units the holders of Paribas Securities or Class B UnitsPCF Securities or the inclusion of the Warrants. If any portion of the Warrants is included in any Transfer of Company Shares under this clause 1(c), the aggregate consideration to be paid in connection with such Transfer shall be allocated based on purchase price for the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid YieldWarrants, as the case may be, shall be equal to the full purchase price determined hereunder for the Company Shares covered by the portion of the Warrants, as the case may be, to be transferred less the Exercise Price (as defined in the applicable Warrant) for such Warrants. To the extent that the Company pays the expenses of any Equityholder transferring Company Equity Securities pursuant to this clause 1(c), then the Company shall pay the reasonable expenses of all Equityholders transferring Company Equity Securities pursuant to this clause 1(c). Notwithstanding the foregoingany other provision of this Agreement, (Ait is understood and agreed that any holder of Paribas Securities or PCF Securities transferring Company Equity Securities pursuant to this clause 1(c) if shall not be obligated to make any representations or warranties or provide any indemnification or other obligations that the Transferring Unitholder intends Other Equityholder agrees to provide in connection with such Transfer Units except customary representations and warranties regarding such holder's title to, authority to sell, and ownership of more than one class such Paribas Securities or seriesPCF Securities, each as the case may be ("Title Representations") proposed to be sold and customary indemnification obligations on a several (and not joint) basis relating solely and specifically to such Title Representations given by such holder; provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the Other Unitholders electing net cash proceeds paid to participate must participate such holder in all connection with such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2Transfer.

Participation Rights. At least 20 days prior to any Transfer, in any one transaction or series of related transactions, by a Each holder of Class A Unit, Class B Units or Class C Units, of any Units Investor Shares (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall deliver a written notice (the “Sale Notice”) to the LLC and to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class of Units to be Transferred and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2Stockholder) may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder Stockholder within 20 30 days after delivery of the Sale Notice (Notice. If any holders of Investor Shares have elected to participate in such Unitholders delivering such notice of election in accordance with this Section 10.2, collectivelyTransfer, the “Electing Unitholders”). Such participation Transferring Stockholder and such other holders shall be based upon entitled to include in the Pro Rata Share represented by contemplated Transfer, at the Units requested to be included in such Transfer by each Unitholder relative to same price and on the Pro Rata Share of all Units same terms, a number of such class or series held classes of Stockholder Shares (the "Included Shares") equal to the product of (i) the quotient determined by dividing the percentage of such class of the Stockholder Shares owned by such person by the Unitholders participating aggregate percentage of such class of the Stockholder Shares owned by the Transferring Stockholder and all holders electing to participate in such Transfer and (including ii) the number of such class of Offered Shares. For purposes of this paragraph, each series of a given class will be treated the same for the determination of the number of Stockholder Shares used in the calculation above. FOR EXAMPLE, if the contemplated Transfer involves 100 Offered Shares of a certain class and if the Transferring UnitholderStockholder at such time owns 30% of all Stockholder Shares of such class and if one other holder elects to participate and owns 20% of all Stockholder Shares of such class, the Transferring Stockholder would be entitled to sell 60 shares ((30% [dividend sign] 50%) x 100 shares) and the other holder would be entitled to sell 40 shares ((20% [dividend sign] 50%) x 100 shares). Each Electing Unitholder holder of Stockholder Shares shall Transfer hisuse best efforts to obtain the agreement of the prospective transferee (s) to the participation of the other holders in any contemplated Transfer, her or and each holder shall not transfer any of its Units on Stockholder Shares to the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, prospective transferee (As) if the Transferring Unitholder intends prospective transferee (s) declines to Transfer Units of more than one class or series, each allow the participation of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2holders.

Participation Rights. (i) At least 20 30 days prior to any Transfer, in any one transaction or series Transfer of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, Public Offering) by any TB Fund (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliatesa “Transferring Investor”), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”Investor(s) shall deliver a written notice (the “Sale Notice”) to the LLC and to each of Company, the other Unitholders Institutional Holders (including, for all purposes under this Section 8.1(b), such Institutional Holder’s Permitted Transferees then holding Units), the Rollover Investors and any Executive or Management Unitholder granted participation rights in writing pursuant to a Management Equity Agreement (the “Other Unitholders”), specifying in reasonable detail the identity of the prospective transferee(s), the number and class of Units to be Transferred transferred and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) may elect to participate in the contemplated Transfer Transfer, with respect to each class of Units subject to such Transfer, at the same price per Unit for each class of Units and on the same terms by delivering written notice to the Transferring Unitholder Investor(s) within 20 14 days after delivery of the Sale Notice (Notice. If any Other Unitholders have elected to participate in such Unitholders delivering such notice of election in accordance with this Section 10.2, collectivelyTransfer, the “Electing Unitholders”). Such participation Transferring Investor(s) and such Other Unitholders shall be based upon entitled to sell in the Pro Rata Share represented contemplated Transfer, at the same price for each class of Units and on the same terms, a number of such class of Units equal to the product of (A) the quotient determined by dividing the percentage of such class of Units owned by such Person by the aggregate percentage of such class of Units requested to be included owned by the Transferring Investor(s), and all of the Other Unitholders (including the Person in the numerator of this clause (A)) participating in such Transfer by each Unitholder relative to sale and (B) the Pro Rata Share number of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered sold in the contemplated Transfer. For the avoidance of doubt, each Other Unitholder’s participation right pursuant to this Section 8.1(b) shall be determined separately for each class of Units that is the subject of such Transfer. For example, if the Sale Notice; provided that in the event that Notice contemplated a sale of 100 Class B Units being transferred by the Transferring Investor(s), and if the Transferring Investor(s) at such time owns 30% of all Class B Units and if one Other Unitholder are comprised solely elects to participate and owns 20% of Class A Units or all Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if then the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (BInvestor(s) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder would be entitled to Transfer any unvested Management Incentive sell 60 Class B Units pursuant this Section 10.2((30% ^ 50%) x 100 units) and the Other Unitholder would be entitled to sell 40 Class B Units ((20% ^ 50%) x 100 units).

Participation Rights. At (a) After the expiration of the Put Period, the GTCR Investors shall be permitted to Transfer from time to time all or a portion of the Units held by them, subject to this Section 8.9; provided, that if the Call Option or Put Option was exercised in accordance with this Agreement then the GTCR Investors may not Transfer Units pursuant to this Section 8.9 until such time, if any, as such call or put process, as applicable, is no longer ongoing. Except pursuant to a Transfer pursuant to Article XII or a Transfer to Permitted Transferees pursuant to Section 8.1, at least 20 15 days prior to any Transfer, in any one transaction or series Transfer of related transactions, Units by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the GTCR Investors or Contributors(each, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliatesa "Transferring Investor"), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”Investor(s) shall deliver a written notice (the “Sale each, a "Tag-Along Notice”") to the LLC Company and to each of the other Unitholders holding the same class of Units that is proposed to be Transferred (as determined as of immediately prior to the “Other date of such notice) (in each such instance, the "Tag-Along Unitholders”), ") specifying in reasonable detail the number and class identity of Units to be Transferred the prospective transferee(s) and the terms and conditions of the contemplated Transfer. The Other Tag-Along Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) may elect to participate in the contemplated Transfer by delivering written notice to each of the Transferring Unitholder Investors within 20 7 days after delivery of the Sale Notice (Tag-Along Notice. If any Tag-Along Unitholders have elected to participate in such Unitholders delivering such notice of election in accordance with this Section 10.2, collectivelyTransfer, the “Electing Unitholders”). Such participation shall Transferring Investor(s) and such Tag-Along Unitholders will each be entitled to sell in the contemplated Transfer, at the same price (after accounting for differences based upon the Pro Rata Share represented by participation thresholds, if any, for such Units) and on the same terms, with respect to each class of Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share Transferred, a number of all Units of such class or series held of Units proposed to be Transferred by the Transferring Investor(s) equal to the product of (i) the number of Units of such class of Units to be sold in the contemplated Transfer, and (ii) the quotient determined by dividing the number of Units of such class of Units owned by such Person by the aggregate number of outstanding Units of such class of Units owned by the Transferring Investor(s) and the Tag-Along Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may besale. Notwithstanding the foregoing, (A) if the Transferring Unitholder Investor(s) intends to Transfer Units of more than one class or series, each of the Other Tag-Along Unitholders electing to participate must participate in all such Transfers (to the extent such Other Tag-Along Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2.

Participation Rights. At least 20 days prior If the Company has not agreed to any Transfer, in any one transaction or series purchase all of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) the Stockholder Shares being offered and such Stockholder Shares are offered to the Investors pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their AffiliatesSECTION 3(b), then Investors may, instead of purchasing such holder of Class A Unitsshares, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall deliver a written notice (the “Sale Notice”) to the LLC and to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class of Units to be Transferred and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) may elect to participate in the contemplated Transfer at the same price per share and on the same terms by delivering written notice to the Transferring Unitholder Stockholder within 20 days after delivery of the Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”)First Offer Notice. Such participation shall only be based upon effective if the Pro Rata Share represented Company and the Investors collectively do not elect to purchase all of such shares. If any Investors have elected to participate in such Transfer, the Transferring Stockholder and such participating Investors shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share aggregate percentage of all Units of such class or series held Stockholder Shares owned by the Unitholders Transferring Stockholder and the Investors participating in such Transfer sale and (including ii) the number of Stockholder Shares to be sold in the contemplated Transfer; provided that the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units Owner may sell up to all of the shares intended to be sold by him without limitation under this sentence if the proposed transferee agrees to buy all of the shares of the participating Investors having the right to sell hereunder on the same terms terms. Each Transferring Owner shall use reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of the participating Investors in any contemplated Transfer and conditionsto the inclusion (if requested) of the Preferred Stock in the contemplated Transfer, and no Transferring Owner shall transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investors or the inclusion of the Stockholder Shares held thereby. Each Person transferring Stockholder Shares pursuant to this SECTION 3(c) shall pay its pro rata share of the expenses incurred by the transferors in connection with such transfer and shall be obligated to join pro rata in any indemnification or other obligations that the aggregate consideration Transferring Owner agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder's title to and ownership of Stockholder Shares; PROVIDED that no Stockholder shall be paid obligated in connection with such Transfer allocated among each Unit included therein based on to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid Stockholder in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or seriesTransfer), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2.

Participation Rights. At (a) Other than in connection with a Public Sale, Approved Sale, or Forced Sale, at least 20 days fifteen (15) Business Days prior to any Transfer, in Transfer by any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units Member (other than one or more Transfers (i) pursuant that is consented to a transaction pursuant to Section 10.3 or Section 15.7, 9.4) of any of the Units then held by such Member (iia “Transferring Member”) to any a Person who is not an Affiliate of the Investors or Contributors, as applicable, such Member (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliatesa “Member Transfer”), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall Member will deliver a written notice (the “Sale Offer Notice”) to the LLC and each other Member (with each Member who elects to each of the other Unitholders (the participate in such Member Transfer being referred to herein as a “Other UnitholdersParticipating Member”), ) specifying in reasonable detail the identity of the prospective transferee(s), the number and class or classes of Units to be Transferred transferred by the Transferring Member, the purchase price thereof and the other material terms and conditions of the contemplated Transfer. The Other Unitholders holding offer, and any Participating Member which holds the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) may elect to participate in such Member Transfer (subject to the contemplated Transfer provisions of Section 9.5(b) below with respect to the allocation of the sale proceeds among the classes of Units within such class of Units which may be sold in the proposed Member Transfer) at a price per Unit equal to the price per Unit to be received by delivering written notice the Transferring Member and on the same terms applicable to the Transferring Unitholder Member, by giving written notice of such election to the Transferring Member within 20 thirty (30) days after delivery of the Sale Notice Offer Notice. (such Unitholders delivering such notice of election b) Each Participating Member electing to participate in accordance with this Section 10.2, collectively, the “Electing Unitholders”). Such participation a proposed Member Transfer shall be based upon entitled to sell the Pro Rata Share represented by same proportionate amount of the Units requested to be included in owned by such Transfer by each Unitholder relative Member (of the class of Units being sold) as is equal to the Pro Rata Share proportionate amount of all the Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred owned by the Transferring Unitholder are comprised solely Member (of Class A the class of Units or Class B Units, being sold) that the aggregate consideration Transferring Member intends to be paid sell in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may beproposed Member Transfer. Notwithstanding the foregoing, (Ai) if in the event that the Transferring Unitholder Member intends to Transfer Units of more than one class or seriesof Units, each the Participating Members shall be required to sell in the contemplated Member Transfer a pro rata portion of the Other Unitholders electing to participate must participate in Units of all such Transfers classes of Units (to the extent such Other Unitholders hold Participating Members own any Units of such other class or seriesclasses), which portion shall be determined in the manner set forth immediately above and (ii) with respect to any Participating Member which elects to transfer any Units of a different class within such class of Units than the class of Units within such class of Units proposed to be transferred by the Transferring Member, the price per Unit to be received by such Participating Member in such Member Transfer shall be determined as if the Company had been sold for the valuation implied by such Member Transfer (by extrapolating such valuation to a sale of all of the Units, assuming only the Units of the classes of Units within such class of Units which are proposed to be sold by the Transferring Member and the Participating Members electing to participate in such Member Transfer were outstanding at the time of such assumed sale) and the proceeds of such sale had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in this Agreement. (c) As a condition precedent to participating in a transaction as set forth in this Section 9.5, each Participating Member shall: (i) be severally obligated to join (on a pro rata basis based on Units sold) in any indemnification obligations (including escrows, hold back or other similar arrangements to support such indemnity obligations), releases or other obligations to which the Transferring Member and its Affiliates agree in connection with such sale (other than (A) any such obligations that relate specifically to the Transferring Member and its Affiliates, such as indemnification with respect to representations and warranties given by the Transferring Member and its Affiliates regarding title to and ownership of securities, as to which obligations the Transferring Member and its Affiliates shall be solely liable with respect to such representations and warranties given by the Transferring Member and its Affiliates, and (B) if any such obligations that relate specifically to a particular Participating Member, such as indemnification with respect to representations and warranties given by such Participating Member regarding title to and ownership of securities, as to which obligations such Participating Member shall be solely liable with respect to such representations and warranties given 41 by such Participating Member); and (ii) promptly take all reasonably necessary actions requested by the Transferring Member in connection with, and in order to expeditiously consummate, such Member Transfer constitutes a Sale and any related transactions, including executing, acknowledging and delivering transfer agreements, sale agreements, confidentiality provisions, escrow agreements, consents, assignments or waivers which in each case are no more burdensome than those executed by the Transferring Member. (d) In connection with any Member Transfer, the Company, the Board, each Subsidiary of the LLCCompany and each Unitholder shall take all necessary or desirable actions in connection with the consummation of such Member Transfer and any related transactions (including any auction or competitive bid process in connection with or preceding such Transfer) as requested by the Transferring Member, including: (i) retaining investment bankers and other advisors selected by the Transferring Member; (ii) participating in management meetings and preparing pitchbooks and confidential information memorandums; (iii) furnishing information and copies of documents; (iv) filing applications, reports, returns, filings and other documents or instruments with governmental authorities; (v) providing assistance with legal, accounting, tax, financial, benefits and other forms of due diligence; and (vi) otherwise fully and willingly cooperating with the Transferring Member (who shall control all decisions in connection with such Member Transfer (including the hiring or terminating of any investment bank or other professional advisor(s))), the Class D prospective buyer(s), any investment bankers, consultants or other professional advisors who have been retained in connection with such Member Transfer and their respective representatives. (e) The Transferring Member shall use reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the electing Participating Members in any contemplated Member Transfer and to the inclusion of the Units shall be deemed held by such Participating Members in the contemplated Member Transfer and entitled to be sold in such Member Transfer pursuant to Section 9.5(b) above, and the Transferring Member shall not Transfer any of its Units to any prospective transferee(s) unless (i) such prospective transferee(s) agree to allow the participation of all electing Participating Members and to the inclusion of the Units held by such Participating Members that are entitled to be sold in such Member Transfer pursuant to Section 9.5(b) above, or (ii) the Transferring Member purchases or causes the Company to purchase from each electing Participating Member the same class number of Units as securities (at the Class C Units for same price and on the purpose of this Section 10.2, and (Csame economic terms) in no event shall any Unitholder be that such Participating Member would have been entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2.sell had the prospective transferee(s) so agreed. 9.6

Participation Rights. (i) At least 20 15 days prior to any Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, Transfer of any Units (other than one or more Transfers (iXxxx Shares, the holder(s) pursuant of Xxxx Shares intending to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units Transfer Xxxx Shares (the “"Transferring Unitholder”Stockholder") shall will deliver to the other Stockholders (collectively, the "Other Stockholders") a written notice (the “a "Sale Notice”") to the LLC and to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class identity of Units to be Transferred the prospective transferee(s) and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder Stockholder within 20 15 days after delivery of the Sale Notice Notice. If any Other Stockholders have elected to participate in such Transfer, each of the Transferring Stockholder and such Other Stockholders will be entitled to sell in the contemplated Transfer, at the same price and (such Unitholders delivering such notice subject to the last sentence of election in accordance with this Section 10.22(c)(i)) on the same terms, collectively, the “Electing Unitholders”). Such participation shall be based upon the Pro Rata Share represented by the Units requested to be included in such Transfer by a number of shares of each Unitholder relative class of Common Stock being transferred equal to the Pro Rata Share product obtained by multiplying (A) the quotient determined by dividing (x) the number of all Units shares of such class or series of Common Stock owned by such Person by (y) the aggregate number of shares of such class of Common Stock then held by all Persons participating in such Transfer, including the Unitholders Transferring Stockholder (such Person's "Pro Rata Share") by (B) the number of shares of such class of Common Stock to be sold in the contemplated Transfer. If any Person participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall elects to Transfer his, her or less than its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined the shares which such Person had the right, but did not elect, to Transfer will be reoffered to the Persons participating in such Transfer who elected to Transfer their full Pro Rata Share (pro rata among such Persons based upon on their respective Pro Rata Shares), and so on until the Total Equity Value Proceeds implied by the price offered Persons participating in such Transfer have elected to Transfer all shares to be sold in the Sale Notice; contemplated Transfer. For purposes of determining the respective Pro Rata Shares, each Person will be deemed to hold all Common Stock held by them and their Affiliates (provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely no share of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer Common Stock shall be allocated based on the proportionate Class A Unreturned Capital counted more than once for this purpose) and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, all such affiliated Persons shall be treated as the case may bea single Person. Notwithstanding the foregoing, (A) if in the event that a Transferring Unitholder Stockholder intends to Transfer Units shares of more than one class or seriesof Common Stock, each of the Other Unitholders electing to participate must participate Stockholders participating in all such Transfers (Transfer shall, to the extent they hold the classes of Common Stock intended to be Transferred, be required to sell in the contemplated Transfer a pro rata portion of shares of all such Other Unitholders hold such other class or series)classes of Common Stock, (B) if such Transfer constitutes a Sale of the LLC, the Class D Units which portion shall be deemed to be determined in the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2manner set forth immediately above.