Common use of Rights of Co-Sale Clause in Contracts

Rights of Co-Sale. (a) In connection with any Offer made pursuant to Section 9.3 with respect to an Offered Interest representing 10% or more of the fully-diluted equity of the Partnership, any Non-Selling Partner may, in lieu of purchasing the Offered Interest pursuant to said Section, notify the Selling Partner and the Partnership, within 30 days of the receipt of the notice from the Partnership that there is a Remaining Interest, of its desire to participate in the sale of the Offered Interest on the terms set forth in the Offer, and the number of Units it wishes to sell. If any Non-Selling Partner has expressed a desire to sell Units in the transaction, the Partnership shall promptly notify the Selling Partner of the aggregate number of Units any Non-Selling Partner wishes to sell. The Selling Partner shall use his or her best efforts to interest the Offeror in purchasing, in addition to the Offered Interest, the Units such Non-Selling Partner wishes to sell. If the Offeror does not wish to purchase all of the Units made available by the Selling Partner and such Non-Selling Partner, then the Selling Partner and such Non-Selling Manager shall be entitled to sell, at the price and on the terms and conditions set forth in the Offer (provided that the price set forth in the Offer with respect to Class D Units shall be appropriately adjusted, if necessary, based on the conversion ratio of any Class C Units to be sold), a portion of the Offered Interest being sold to the Offeror, in the same proportion as the selling holder's ownership of Units bears to the aggregate number of Units owned by the Selling Partner and such Non- Selling Manager. The transaction contemplated by the Offer shall be consummated not later than 90 days after the date of the Offer.

Rights of Co-Sale. (a) In connection with any Offer made pursuant Subject to Section 9.3 with respect 2(c) below, at any time any Holder (the “Selling Holder”) has received and wishes to an Offered Interest representing 10% accept (x) a bona fide offer (the “Third Party Offer”) from a Person other than the Company (the “Offeror”) for all or more any portion of the fully-diluted equity Selling Holder’s shares of Common Stock or (y) an offer from the Company to acquire any of its shares of Common Stock and the Selling Holder wishes to Transfer to such Offeror or the Company all or any portion of the PartnershipSelling Holder’s shares of Common Stock, any Non-Selling Partner may, in lieu of purchasing the Offered Interest pursuant to said Section, notify the Selling Partner and Holder will give not less than thirty (30) days’ prior written notice of such intended Transfer to each Investor (the Partnership“Section 2 Notice”), within 30 days which will specifically identify the identity of the receipt Offeror or, if applicable, the Company (the “Section 2 Offeror”), the number of shares of Common Stock being Transferred, the purchase price therefor, and a summary of the notice from the Partnership that there is a Remaining Interest, of its desire to participate in the sale other material terms and conditions of the Offered Interest on proposed Transfer, and will contain an offer (the “Section 2 Offer”) by the Section 2 Offeror to each Investor, which will be irrevocable for a period of 15 days after delivery thereof (the “Section 2 Period”), to purchase at the same price per share and upon the other terms offered by the Section 2 Offeror to the Selling Holder, which will be set forth in the Section 2 Notice, such Investor’s Allocable Portion of the aggregate shares of Common Stock to be acquired by the Section 2 Offeror. For purposes of this Agreement, an Investor’s “Allocable Portion” is expressed by a fraction, (i) the numerator of which is the number of the shares of Common Stock held by such Investor, including the number of shares of Common Stock issued or issuable to such Investor upon the exercise or conversion of all securities exercisable for or convertible into shares of Common Stock (including Warrants) held by such Investor as of the date of the Section 2 Offer, and (ii) the number denominator of Units it wishes to sell. If any Non-Selling Partner has expressed a desire to sell Units in the transaction, the Partnership shall promptly notify the Selling Partner of which is the aggregate number of Units any Non-Selling Partner wishes to sell. The Selling Partner shall use his or her best efforts to interest shares of Common Stock held by (A) such Investor, including the Offeror in purchasing, in addition to the Offered Interest, the Units such Non-Selling Partner wishes to sell. If the Offeror does not wish to purchase all of the Units made available by the Selling Partner and such Non-Selling Partner, then the Selling Partner and such Non-Selling Manager shall be entitled to sell, at the price and on the terms and conditions set forth in the Offer (provided that the price set forth in the Offer with respect to Class D Units shall be appropriately adjusted, if necessary, based on the conversion ratio of any Class C Units to be sold), a portion of the Offered Interest being sold to the Offeror, in the same proportion as the selling holder's ownership of Units bears to the aggregate number of Units owned shares of Common Stock issued or issuable to such Investor upon the exercise or conversion of all securities exercisable for or convertible into shares of Common Stock (including Warrants) held by such Investor, (B) each other Investor exercising its co-sale rights under this Section 2, including the Selling Partner and number of shares of Common Stock issued or issuable to such Non- Selling Manager. The transaction contemplated by other Investor upon the Offer shall be consummated not later than 90 days after the date exercise or conversion of the Offer.all securities exercisable for or

Rights of Co-Sale. (a) In connection Subject to the provisions of Section 6(c) and to the last sentence of this Section 6(a), in the event that a Stockholder (hereinafter in this Section 6 referred to as the "Co-Sale Offeree") receives a bona fide offer (the "Co-Sale Offer") from a third party which is not an Affiliate of the Co-Sale Offeree (the "Co-Sale Offeror") to purchase from such Co-Sale Offeree any number of shares of Common Stock held by such Stockholder, for a specified price payable in cash or otherwise and on specified terms and conditions, the Co-Sale Offeree shall promptly forward a notice (the "Co-Sale Notice") complying with Section 6(b) to the Corporation and to the other Stockholders holding Common Stock (the Stockholders receiving a Co-Sale Notice collectively referred to herein as the "Other Stockholders"). The Co-Sale Offeree shall not Transfer any shares of Stock prior to the expiration of the 15-day period referred to below to the Co-Sale Offeror unless the terms of the Co-Sale Offer made pursuant are extended to Section 9.3 each Other Stockholder with respect to an Offered Interest representing 10% or more of the fully-diluted equity of the Partnership, any Non-Selling Partner may, in lieu of purchasing the Offered Interest pursuant to said Section, notify the Selling Partner and the Partnership, within 30 days of the receipt of the notice from the Partnership that there is a Remaining Interest, of its desire to participate in the sale of the Offered Interest on the terms set forth in the Offer, and the number of Units it wishes to sell. If any Non-Selling Partner has expressed a desire to sell Units in the transaction, the Partnership shall promptly notify the Selling Partner each Other Stockholder's Proportionate Percentage of the aggregate number of Units any Nonshares of Common Stock to which the Co-Selling Partner wishes to sell. The Selling Partner shall use his or her best efforts to interest the Offeror in purchasingSale Offer relates, in addition to the Offered Interest, the Units such Non-Selling Partner wishes to sell. If the Offeror does not wish to purchase all of the Units made available by the Selling Partner and such Non-Selling Partner, then the Selling Partner and such Non-Selling Manager whereupon (i) each Other Stockholder shall be entitled to sell, at the price and on the terms and conditions set forth in the Offer (provided that the price set forth in the Offer with respect to Class D Units shall be appropriately adjusted, if necessary, based on the conversion ratio Transfer such Other Stockholder's Proportionate Percentage of any Class C Units to be sold), a portion of the Offered Interest being sold to the Offeror, in the same proportion as the selling holder's ownership of Units bears to the aggregate number of Units owned by shares of Common Stock to which the Selling Partner Co-Sale Offer relates and such Non- Selling Manager. The transaction contemplated by (ii) the Offer Co-Sale Offeree shall be consummated not later than 90 entitled to Transfer the difference between the number of shares of Common Stock to which the Co-Sale Offer relates and the number of shares of Common Stock to which the Other Stockholders have exercised there rights to Transfer hereunder. Each Other Stockholder shall have a period of 15 days after to deliver a written notice (the date "Co-Sale Acceptance") to the Co-Sale Offeree evidencing its acceptance of the Co-Sale Offer.

Rights of Co-Sale. (a) In connection with Tag-Along Rights. Prior to making any Offer made pursuant Transfer of Common Stock, any Investor proposing to Section 9.3 with respect make such a Transfer (a "Selling Holder") shall give at least fifteen (15) days prior written notice to each Investor (each an "Other Holder") and the Company, which notice (the "Sale Notice") shall identify the shares of Common Stock that are proposed to be sold (the "Co-Sale Offered Interest representing 10% or more Securities"), and describe in reasonable detail the terms and conditions of such proposed Transfer and identify each prospective Transferee. Any of the fully-diluted equity of the Partnership, any Non-Selling Partner Other Holders may, in lieu of purchasing the Offered Interest pursuant to said Section, notify the Selling Partner and the Partnership, within 30 ten (10) days of the receipt of the Sale Notice, give written notice from (each, a "Tag-Along Notice") to the Partnership Selling Holder that there is a Remaining Interest, of its desire such Other Holder wishes to participate in the sale of the Offered Interest on the terms set forth in the Offer, and the number of Units it wishes to sell. If any Non-Selling Partner has expressed a desire to sell Units in the transaction, the Partnership shall promptly notify the Selling Partner of the aggregate number of Units any Non-Selling Partner wishes to sell. The Selling Partner shall use his or her best efforts to interest the Offeror in purchasing, in addition to the Offered Interest, the Units such Non-Selling Partner wishes to sell. If the Offeror does not wish to purchase all of the Units made available by the Selling Partner and such Non-Selling Partner, then the Selling Partner and such Non-Selling Manager shall be entitled to sell, at the price and on proposed Transfer upon the terms and conditions set forth in the Offer Sale Notice, which Tag-Along Notice shall specify the shares of Common Stock such Other Holder desires to include in such proposed Transfer; provided, however, that (provided 1) each Other Holder shall be required, as a condition to being permitted to sell Common Shares pursuant to this Section 2.1(a) in connection with a Transfer of Co-Sale Offered Securities, to sell its proportionate amount (based on the respective Pro Rata Amounts of the Selling Holder and each Other Holder exercising tag-along rights under this Section 2.1(a)) of the Common Stock proposed to be sold by the Selling Holder and (2) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the Transferee the same representations, warranties, covenants, indemnities and agreements as the Selling Holder agrees to make in connection with the Transfer of the Co-Sale Offered Securities (except that the price set forth in the Offer case of representations and warranties pertaining specifically to, or covenants made specifically by, the Selling Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his or its ratable share (which shall be proportionate based on the value of shares of Common Stock that are Transferred but shall not exceed the amount of proceeds received in connection with such Transfer) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those representations, warranties and covenants that pertain specifically to a given Investor, who shall bear all of the liability related thereto), indemnities or other agreements made in connection with the Transfer. Each participating Other Holder will bear its or his pro-rata share (based upon the relative amount of shares of Common Stock sold) of all reasonable and customary costs of the sale of Common Stock pursuant to this Section 2.1(a) to the extent such costs are not otherwise paid by the Transferee. If none of the Other Holders gives the Selling Holder a Tag-Along Notice prior to the expiration of the 10-day period for giving Tag-Along Notices with respect to Class D Units shall be appropriately adjustedthe Transfer proposed in the Sale Notice, if necessary, based then (notwithstanding the first sentence of this Section 2.1(a)) the Selling Holder may Transfer such Co-Sale Offered Securities on the conversion ratio of terms and conditions set forth, and to or among any Class C Units to be sold), a portion of the Offered Interest being sold to the OfferorTransferees identified (or Affiliates of Transferees identified), in the same proportion as the selling holder's ownership of Units bears to the aggregate number of Units owned by the Selling Partner and such Non- Selling Manager. The transaction contemplated by the Offer shall be consummated not later than 90 Sale Notice at any time within 180 days after the date expiration of the Offer.10-day period for giving Tag-Along Notices with respect to such Transfer. Any such Co-Sale Offered Securities not Transferred by the