Common use of Sale of the Company Clause in Contracts

Sale of the Company. (a) Notwithstanding the restrictions in Section 7.3 or anything else to the contrary in this Agreement, if the Company initiates any process to sell substantially all of the assets of the Company, whether by way or merger or consolidation, stock purchase, asset sale or otherwise (each of the events described in this subsection, a “Sale Transaction”) at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then, the Restricted Parties shall be entitled to participate as a bidder in such process to the same extent and on the same basis as the Company generally permits other third parties to participate and to take actions incidental thereto. (b) Notwithstanding the restrictions in Section 7.3 or anything else to the contrary in this Agreement, if the Company receives an unsolicited proposal to enter into a Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then at least 12 Business Days prior to the approval of the Board of Directors of any definitive agreement relating to such unsolicited proposal, the Company shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit to the Board of Directors, within 10 Business Days after the Company provides such notice, a proposal to enter into a Sale Transaction with the Company, which proposal the Board of Directors shall consider in good faith. If the Board of Directors does not approve an unsolicited proposal described herein then the Company will not be required to permit any Restricted Party to submit a proposal to enter into a Sale Transaction. Notwithstanding the foregoing, this Section 7.4(b) shall not apply with respect to an unsolicited proposal to enter into a Sale Transaction at any time from and after the date on which the Company initiates a process to enter into a Sale Transaction and, in connection therewith, complies with the provisions of Section 7.4(a) above.

Sale of the Company. (a) Notwithstanding Provided that a Drag-Along Notice has not been delivered and the restrictions procedures in Section 7.3 or 9.09 are not then currently in effect, notwithstanding anything else to the contrary in this Agreement, if the Board of Directors may (subject to Section 5.11) elect to cause a Sale of the Company initiates at any time. The Board of Directors shall direct and control all decisions in connection with a Sale of the Company (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company to be sold) and, subject to Section 9.08(b) and Section 9.08(d), and without prejudice to Section 5.11, each Member shall vote for, consent to and not object to such Sale of the Company or the sale process associated therewith. If such Sale of the Company is structured as a sale of assets, merger or consolidation, then each Member shall, to sell substantially the extent applicable to such transaction, vote for or consent to, and waive any dissenter’s rights, appraisal rights or similar rights in connection with, such sale, merger or consolidation. If such Sale of the Company is structured as a Transfer of Shares, and the Sale of the Company involves less than all of the assets Shares in the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights to acquire Shares of any class or series) that it holds. Each Member and the Company shall take all reasonable and necessary actions in connection with the consummation of such Sale of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and legal counsel selected by the Board of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale of the Company, whether by way or merger or consolidation, stock purchase, asset sale or otherwise (each ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the events described Company in this subsectionan expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, a “Sale Transaction”) at any time during prevent or delay the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% consummation of the Shares then outstanding Sale of the Company, (on iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an as-converted basis)online “data room”, then(iv) in the case of the Company only, providing any financial or other information or audit required by the Restricted Parties shall be entitled proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to participate as a bidder provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in such process each case in accordance with and subject to the same extent and on the same basis as the Company generally permits other third parties to participate and to take actions incidental theretolimitations set forth in Section 9.08(d). (b) Notwithstanding The obligations of the restrictions in Section 7.3 or anything else Members with respect to a Sale of the Company are subject to the contrary satisfaction of the following conditions: (i) upon the consummation of such Sale of the Company, each holder of Shares, to the extent such holder is receiving any consideration, shall receive the same form(s) of consideration as each other holder of Shares receives (or the option to receive the same form of consideration), and (ii) the Sale of the Company will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Sale of the Company to all holders of Shares in this Agreementrespect of their Shares shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares in accordance with the relevant provisions of Section 3.02 (assuming that, if such Sale of the Company is structured as a Transfer of Shares and less than all of the Shares are being Transferred, the Shares included in the Transfer are all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Transfer not receiving any consideration with respect to such Sale of the Company. (c) If the Company, or if the holders of any Shares, enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the SEC may be available with respect to such negotiation or transaction (including a merger, consolidation, or other reorganization), each holder of Equity Securities will, at the request of the Company, appoint either a purchaser representative (as such term is defined in Rule 501) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointed. Notwithstanding anything to the contrary, in connection with any Sale of the Company where the consideration in such Sale of the Company consists of or includes securities, if the Company receives an unsolicited proposal issuance of such securities to enter into the Member would require either a registration statement under the Securities Act, or preparation of a disclosure statement pursuant to Regulation D (or any successor regulation) under the Securities Act, or preparation of a disclosure document under a similar provision of any state securities law, and such registration statement or disclosure statement or other disclosure document is not otherwise being prepared in connection with the Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis)Company, then then, at least 12 Business Days prior to the approval option of the Board of Directors of any definitive agreement relating to such unsolicited proposal, the Company shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit to the Board of Directors, within 10 Business Days after the Company provides Member may receive, in lieu of such noticesecurities, a proposal the Fair Market Value of such securities in cash. (d) In connection with any Sale of the Company, each Member shall (i) make such customary representations and warranties, including, as applicable, as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens with respect to such Shares) and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares, agree to such covenants and enter into such definitive agreements, in each case as are customary for transactions of the nature of the Sale of the Company; provided, that no Member shall be required to make any representation or warranty or agree to any covenant that is more extensive or burdensome than those made by the other Members (provided, that (A) in no event will the GM Investor or any of its Affiliates, SoftBank or any of its Affiliates, Honda or any of its Affiliates or any Class F New Member or any of its Affiliates be required to enter into a non-competition agreement or be subject to any similar covenant or provision and (B) the Employee Members may be required to enter into certain covenants, including non-compete and non-solicit obligations) and (ii) be obligated to join on a several, and not joint, basis (determined in accordance with such Member’s proportionate share of the proceeds from the Sale Transaction of the Company) in any indemnification or other obligations that are part of the terms and conditions of the Sale of the Company (other than to the extent of any escrows or holdbacks established in connection with such Sale of the Company); provided, that no Member shall be obligated (A) to provide indemnification with respect to the representations, warranties, covenants or agreements of any other Member (other than to the extent of any escrows or holdbacks established in connection with such Sale of the Company), or (B) to incur liability to any Person in connection with such Sale of the Company, including under any indemnity, in excess of the consideration received by such Person in the Sale of the Company (other than for fraud or breach of a covenant). (e) Each Member will bear his, her or its proportionate share of the costs incurred in connection with a Sale of the Company to the extent such costs are incurred for the benefit of all such holders of Shares and are not otherwise paid by the Company or the acquiring party. Costs incurred by the holders of Shares on their own behalf will not be considered costs of the Sale of the Company. (f) Any contingent consideration (whether as a result of a release of an escrow or the payment of an “earn out” or otherwise) to be paid in connection with a Sale of the Company shall be allocated among the Members such that each Member receives the amount which proposal such Member would have received if such consideration had been received by the Company and distributed as the next incremental dollars following the Distribution of any amounts previously paid under this Agreement or paid in connection with such Sale of the Company (assuming for such purposes that the Shares Transferred constitute all of the Shares). In the event any Member is liable in such Sale of the Company for amounts in excess of any escrow or holdback (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 Person’s title to and ownership of Shares), such amounts shall be treated as a deduction to the consideration payable in such Sale of the Company and the aggregate consideration shall be re-allocated among the Members in accordance with Section 9.08(b). The Members agree that to the extent, as a result of such re-allocation, a Member has received more than its share of the consideration pursuant to such re-allocation, such Member shall deliver such excess to the appropriate Member(s) in order for each Member to receive its appropriate share of the consideration. (g) Without limiting the generality of the other provisions of this Section 9.08 but subject to Section 5.11, the Board of Directors shall consider in good faith. If the Board determine whether or not to pursue, consummate, postpone or abandon any Sale of Directors does not approve an unsolicited proposal described herein then the Company will not be required and, subject to permit any Restricted Party to submit a proposal to enter into a Sale Transaction. Notwithstanding the foregoing, limitations expressly set forth in this Section 7.4(b9.08, the terms and conditions thereof. (h) The provisions of this Section 9.08 shall not apply with respect to an unsolicited proposal any transaction pursuant to enter into a Sale Transaction at any time from and after the date on which the Company initiates a process to enter into a Sale Transaction and, in connection therewith, complies with the provisions of Section 7.4(a) aboveSections 9.10 or 9.12.

Sale of the Company. (a) Notwithstanding Upon the restrictions in Section 7.3 or anything else to the contrary in this Agreement, if the Company initiates any process to sell substantially all occurrence of the assets a Sale of the Company, whether by way or merger or consolidation, stock purchase, asset sale or otherwise (each all Time-Vesting Executive Incentive Units which have not yet become vested shall become vested as of the events described in this subsection, a “date of consummation of such Sale Transaction”) at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis)Company, thenif, as of such date, Executive has been continuously employed by the Restricted Parties shall be entitled to participate as a bidder in Company or any of its Subsidiaries from the date of this Agreement through and including such process date, subject to the same extent and on provisions of this Section 2(c). Upon the same basis as occurrence of a Sale of the Company, any Performance-Vesting Executive Incentive Units (whether held by Executive or one or more of his transferees, other than the Company generally permits other third parties and the Investors) which fail to participate vest as result of such Sale of the Company will automatically (without any action by any Executive or any of his transferees) be forfeited to the Company and to take actions incidental thereto. (b) deemed canceled and no longer outstanding without any payment therefor upon the consummation of such Sale of the Company. Notwithstanding the restrictions in Section 7.3 foregoing or anything else herein or in the LLC Agreement to the contrary (and in this Agreementaddition to any requirements therein), in the case of a Sale of the Company, Executive hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company receives an unsolicited proposal resulting in such Sale of the Company (the “Acquiror”) reasonably requests that Executive continue to enter into provide any services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a Sale Transaction at any full-time employee, consultant or otherwise) that are within the scope of services provided by Executive during the 5Employment Period in exchange for a base salary (or equivalent base compensation), bonus opportunity and fringe benefits (collectively, the “Post-Year Standstill Period when Sale Compensation”) that are no less favorable to Executive in the Restricted Parties collectively own at least 10% aggregate than the Annual Base Salary, bonus opportunity, and fringe benefits provided to Executive by Employer immediately prior to such Sale of the Shares then outstanding Company (on an as-converted basisexcluding any equity or other incentive compensation), then at least 12 Business Days prior the Continuing Incentive Amount shall be handled as follows (in lieu of being paid to Executive and/or his Permitted Transferee(s)): (i) if Executive declines to provide such requested services, the Continuing Incentive Amount shall be distributed pursuant to Section 4.1(a) of the LLC Agreement to the approval holders of the Board Capital Units (excluding, for these purposes, all Restricted Units which are subject to an applicable limitation), and, thereafter, neither Executive nor his Permitted Transferee(s) shall have any rights in respect of Directors or other claims on such amounts (other than their status as a holder of any definitive agreement relating Capital Units); or (ii) if Executive agrees to provide such unsolicited proposalrequested services, the Company Continuing Incentive Amount shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit to the Board of Directors, within 10 Business Days after the Company provides such notice, a proposal to enter be deposited into a Sale Transaction an escrow account with an escrow agent designated by the Company, which proposal and the Board of Directors Continuing Incentive Amount shall consider in good faith. If the Board of Directors does not approve an unsolicited proposal described herein then the Company will not be required to permit any Restricted Party to submit a proposal to enter into a Sale Transaction. Notwithstanding the foregoing, this Section 7.4(bhandled as follows: (A) shall not apply with respect to an unsolicited proposal to enter into a Sale Transaction at any time if Executive provides such requested services from and after consummation of the Sale of the Company through the earliest of (w) the date on which Acquiror reduces Executive’s Post-Sale Compensation below the Annual Base Salary, bonus opportunity, and fringe benefits provided to Executive by Employer immediately prior to such Sale of the Company (excluding any equity or other incentive compensation), (x) the date on which the Acquiror terminates such services (other than with Cause), (y) Executive’s death or Disability, or (z) the six (6)-month anniversary of the consummation of the Sale of the Company initiates (the earliest of (w), (x), (y) and (z), the “Final Vesting Date”), then the Continuing Incentive Amount, together with any income earned thereon, shall be released to Executive and/or his Permitted Transferee(s), as applicable, within five (5) business days after the Final Vesting Date; or (B) if Executive fails to provide such requested services from and after the consummation of the Sale of the Company through the Final Vesting Date, then the Continuing Incentive Amount, together with any income earned thereon, shall be distributed as a process Distribution under Section 4.1(a) of the LLC Agreement to enter into a Sale Transaction the holders of Capital Units (excluding, for these purposes, all Restricted Units which are subject to an applicable limitation), and, thereafter, neither Executive nor his Permitted Transferee(s) shall have any rights in respect of or other claims on such amounts (other than their status as a holder of Capital Units). (iii) For purposes of this Agreement, “Continuing Incentive Amount” means 25% of all consideration to which Executive and, to the extent necessary, his Permitted Transferee(s) are otherwise entitled in connection therewith, complies with such Sale of the provisions Company in respect of Section 7.4(a) abovethe Executive Incentive Units.

Sale of the Company. (a) Notwithstanding the restrictions If, in Section 7.3 or anything else order to the contrary in this Agreement, if the Company initiates any process to sell substantially all of the assets effect a Sale of the Company, whether by way or merger or consolidation, stock purchase, asset sale or otherwise the 399 Stockholders (each i) propose to Transfer to a third party (which is not an Affiliate of any of the events described in this subsection, a “Sale Transaction”399 Stockholders) at any time during (the 5-Year Standstill Period when the "Acquiror") Restricted Parties collectively own at least 10Securities that include 50% or more of the Shares then outstanding (on an as-converted basis), thenshares of Common Stock owned by them in the aggregate, the Restricted Parties shall be entitled to participate as a bidder in such process to the same extent and on the same basis as the Company generally permits other third parties to participate and to take actions incidental thereto. (b) Notwithstanding the restrictions in Section 7.3 or anything else to the contrary in this Agreement, if the Company receives an unsolicited proposal to enter into a Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then at least 12 Business Days prior to the approval of the Board of Directors of any definitive agreement relating to such unsolicited proposal, the Company shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties 399 Stockholders shall have the right to submit require the other Stockholders to Transfer a corresponding percentage of their Restricted Securities (determined on a class-by-class basis) to such third party on the Board same terms, or (ii) propose the Transfer of Directors50% or more of the assets (whether by merger, sale or otherwise) of the Company to any such third party, the 399 Stockholders shall in each case have the right (a "Sale of the Company Right") to require (x) the Stockholders to take all action necessary or appropriate (including replacement of the directors or management committee members designated by such (b) In order to exercise a Sale of the Company Right, the 399 Stockholders shall notify each other Stockholder, such notice to set forth the terms and conditions of the proposed Sale of the Company Sale. Each such Stockholder will take all actions reasonably requested by the 399 Stockholders in connection with the consummation of such Sale of the Company Sale, and within 10 Business Days after business days of the Company provides receipt of such notice (or such longer period of time as the Stockholders shall designate in such notice), if such transaction is structured as a proposal to enter into sale of assets or a Sale Transaction with merger, such Stockholders shall approve the transaction in their capacities as stockholders of the Company, which proposal and if such transaction is a sale of Restricted Securities, such Stockholders shall cause the Board applicable percentage of Directors shall consider each class of their respective Restricted Securities to be sold to the Acquiror on the same terms and conditions and for the same per share or per unit consideration as the Restricted Securities being sold by the 399 Stockholders. In furtherance of, and not in good faith. If the Board limitation of Directors does not approve an unsolicited proposal described herein then the Company will not be required to permit any Restricted Party to submit a proposal to enter into a Sale Transaction. Notwithstanding the foregoing, this in connection with a Sale of the Company Sale, subject to Section 7.4(b2.7(c), each Stockholder will (i) raise no objections against the Sale of the Company Sale or the process pursuant to which it was arranged, (ii) waive any appraisal, dissenter or similar rights under applicable law, and (iii) execute all documents containing such terms and conditions as those executed by other Stockholders as directed by the 399 Stockholders. (c) Unless otherwise agreed in writing by any 399 Stockholder with respect to the obligations of any other Stockholder, such other Stockholder shall not apply be severally obligated to join on a Pro Rata basis (based on such Stockholder's share of the aggregate proceeds paid in such Sale of the Company Sale) in any indemnification or other obligations that the 399 Stockholders agree to in connection with such Sale of the Company Sale, 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 Restricted Securities or valid authorization by such Stockholder with respect to such Sale of the Company Sale; provided that no Stockholder shall be obligated in connection with such Sale of the Company Sale to agree to indemnify or hold harmless the prospective transferee(s) with respect to an unsolicited proposal amount in excess of the net cash proceeds paid to enter into such Stockholder in connection with such Sale of the Company Sale. All Stockholders will bear their Pro-Rata share of the costs and expenses incurred in connection with a Sale Transaction at any time from and after the date on which of the Company initiates a process Sale to enter into a Sale Transaction and, in connection therewith, complies with the provisions extent such costs are incurred for the benefit of Section 7.4(a) aboveall Stockholders and are not otherwise paid by the Company or the Acquiror. Costs incurred by any Stockholder on its own behalf will not be shared by any other Stockholder.

Sale of the Company. (a) Notwithstanding During the restrictions in Section 7.3 or anything else to term of the contrary in this Distribution Agreement, if dated of even date herewith between the Company initiates and the Purchaser, the Company hereby grants the Purchaser a right of first refusal (the “Right of First Refusal”) on any process to sell sale of all or substantially all the assets of the assets Company or a sale of the Company, whether by way or structured as a merger or consolidationacquisition, stock purchasein a single transaction or a series of related transactions, asset sale or otherwise (each pursuant to which the shareholders owning at least 51% of the events described in this subsectionvoting securities of the Company prior to such transaction or series of related transactions, own less than 51% of the voting securities of the Company or other entity after such transaction, or an exclusive license of all of the Company Intellectual Property to a Person or Persons (such transactions will be referred to herein as a “Sale Transaction”) at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basisCompany”), then, the Restricted Parties shall be entitled to participate as a bidder in such process to the same extent and on the same basis as the Company generally permits other third parties to participate and to take actions incidental thereto. (b) Notwithstanding the restrictions in Section 7.3 or anything else to the contrary in this Agreement, if a. If the Company receives an unsolicited proposal to enter into a bona fide offer for the Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then at least 12 Business Days prior to the approval of the Board of Directors of any definitive agreement relating to such unsolicited proposalCompany, the Company shall notify the Restricted Parties in writing Purchaser, specifying all material aspects of such unsolicited proposal the offer (the “Sale Offer Notice”). The Purchaser shall have fifteen (15) days from the date of its receipt of the Sale Offer Notice to exercise its Right of First Refusal. b. By notification to the Company within fifteen (15) days after the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a Sale of the Company on the terms thereof set forth in the Sale Offer Notice. The closing of any Sale of the Company pursuant to this Section 4.3(b) shall occur within ninety (90) days of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusal, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less than, and the Restricted Parties shall have the right to submit upon terms no more favorable to the Board of Directorsofferee than, within 10 Business Days after those specified in the Company provides such notice, a proposal to enter into a Sale Transaction with the Company, which proposal the Board of Directors shall consider in good faithOffer Notice. If the Board of Directors Company does not approve enter into an unsolicited proposal described herein then agreement for the Sale of the Company will within such period, the right provided hereunder shall be deemed to be revived and the Company may not be required to permit any Restricted Party to submit a proposal to enter into undergo a Sale Transactionof the Company unless first reoffered to the Purchaser in accordance with this Section 4.3. d. The foregoing notwithstanding, after the Company’s IPO, Xxxx Xxxxxxx may sell, from time to time, a portion of his Common Stock, provided that no more than 15% of his shares of Common Stock are sold in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person with an intent to acquire the Company within the meaning of Section 13(b) or 14(d) of the Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price on each day from the date of the offer to the date of Raven’s acceptance of such offer (the “Calculation Period”), and dividing such total closing bid prices by the number of days in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51% of the issued and outstanding shares of Common Stock held by Xxxx Xxxxxxx. e. The provisions in this Section 7.4(b) 4.3, including Section 4.3(d), shall not apply with respect to an unsolicited proposal to enter into a Sale Transaction terminate at any such time from and after as the date on which the Company initiates a process to enter into a Sale Transaction and, in connection therewith, complies with the provisions of Section 7.4(a) aboveDistribution Agreement is terminated or expired.

Sale of the Company. (a) Notwithstanding The Managing Member, acting upon the restrictions in Section 7.3 or anything else to the contrary in this Agreement, if the Company initiates any process to sell substantially all approval of the assets Majority Members, may at any time effect a Sale of the Company, whether by way or merger or consolidation, stock purchase, asset sale or otherwise (each of the events described in this subsection, a “Sale Transaction”) at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then, the Restricted Parties shall be entitled to participate as a bidder in such process to the same extent and on the same basis as the Company generally permits other third parties to participate and to take actions incidental thereto. (b) Notwithstanding In addition to the restrictions rights set forth in Section 7.3 or anything else to 10.02(a), the contrary in this AgreementManaging Member, if acting without the Company receives an unsolicited proposal to enter into a Sale Transaction need for any approval of any Member, may at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% effect a Sale of the Shares then outstanding Company provided that such sale is to a non-Affiliate of the Managing Member. (on c) The consideration in any Sale of the Company pursuant to this Section 10.02 shall be distributed to the Members as if the transaction were a dissolution as provided in Section 11.02(b). Any distribution to PFSI shall be subject to Section 12.01. (d) If the Managing Member approves a Sale of Company under Section 10.02 (an as-converted basis“Approved Sale”): (i) each Member shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Managing Member, including executing and delivering any and all agreements, instruments, consents, waivers, releases and other documents requested by the Majority Holder (including any applicable purchase agreement, stockholders agreement and/or indemnification and/or contribution agreement), then at least 12 Business Days prior filing applications, reports, returns, filings and other documents or instruments with governmental authorities and otherwise cooperating with the Managing Member and any prospective purchaser; and (ii) each Member will bear its pro rata share (based on its Percentage of Interests sold by such Member in relation to all Percentage of Interests) of the out-of-pocket costs of any Approved Sale which are borne the Managing Member to the approval of the Board of Directors of any definitive agreement relating to extent such unsolicited proposal, costs are not otherwise paid by the Company shall notify or the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit to the Board of Directors, within 10 Business Days after the Company provides such notice, a proposal to enter into a Sale Transaction with the Company, which proposal the Board of Directors shall consider in good faithacquiring party. If the Board of Directors does not approve an unsolicited proposal described herein then the Company Costs incurred by Members on their own behalf will not be required to permit any Restricted Party to submit a proposal to enter into a Sale Transaction. Notwithstanding considered costs of the foregoing, this Section 7.4(b) shall not apply with respect to an unsolicited proposal to enter into a Sale Transaction at any time from and after the date on which the Company initiates a process to enter into a Sale Transaction and, in connection therewith, complies with the provisions of Section 7.4(a) abovetransaction hereunder.

Sale of the Company. If (ai) Notwithstanding the restrictions Board (by Super-Majority Approval) and the holders of a Majority of the Shares of Series A, B and E Preferred Stock and a Majority of the Series C and D Preferred Stock approve a Sale of the Company of the type described in Section 7.3 clauses (i) or anything else (iii) of the definition thereof, or (ii) if the holders of a Majority of the Shares of the Series A, B and E Preferred Stock and a Majority of the Series C and D Preferred Stock approve of a Sale of the Company of the type described in clause (ii) of the definition thereof, in each case to a third party which is not an Affiliate of any such Person or the contrary in this AgreementCompany, the Company shall deliver a notice to each Securityholder containing the material terms thereof (a "Sale Notice"). Each Securityholder agrees to vote, if the Company initiates any process to sell substantially such a vote is required under applicable law, all of the assets its Shares in favor of such a Sale of the Company, whether by way or merger or consolidationand to sell all of its Shares, stock purchase, asset sale or otherwise (each Warrants and Options on the terms contained in the Sale Notice. Each Securityholder and the Company agrees to cooperate in any such Sale of the events described Company (including, without limitation, by not exercising any appraisal rights that may be available under applicable law) and agrees to execute and deliver all documents and instruments as is required in this subsection, the Sale Notice and which the holders of a “Sale Transaction”) at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% Majority of the Shares then outstanding of Series A, B and E Preferred Stock or a Majority of the Series C and D Preferred Stock request to effect such Sale of the Company; provided, however, that the Sale Notice (on an as-converted basis)i) shall not require any Securityholder to provide any representations or warranties in connection with the Sale of the Company pursuant to this Section 4.8, then, the Restricted Parties shall be entitled to participate except representations as a bidder in such process to the same extent authority to transfer such Shares, Warrants or Options and the absence of any Encumbrances (other than under this Agreement) on the title of such Shares, Warrants and Options, and (ii) shall require that each Securityholder receive the same basis as percentage of each type of consideration delivered in connection with the Company generally permits other third parties to participate and to take actions incidental thereto. (b) Notwithstanding the restrictions in Section 7.3 or anything else to the contrary in this Agreement, if the Company receives an unsolicited proposal to enter into a Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then at least 12 Business Days prior to the approval Company. Upon such Sale of the Board of Directors of any definitive agreement relating to such unsolicited proposal, the Company shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit to the Board of Directors, within 10 Business Days after the Company provides such notice, a proposal to enter into a Sale Transaction with the Company, which proposal each Securityholder shall receive its Pro Rata Share of the Board consideration paid by the purchaser or received from the sale of Directors securities. In no event shall consider any Securityholder receive special consideration (including, without limitation, financial advisory, finders, consulting or other similar fees) in good faith. If the Board connection with a Sale of Directors does not approve an unsolicited proposal described herein then the Company will not be required to permit any Restricted Party to submit a proposal to enter into a Sale Transaction. Notwithstanding the foregoingcontemplated by this Section 4.8, unless such consideration is shared among all Securityholders based on their Pro Rata Shares; provided, however, this Section 7.4(b) sentence shall not apply with respect to an unsolicited proposal arms-length negotiated engagement of Shattan to enter into a act as the Company's financial advisor with respect to the Sale Transaction at any time from and after of the date on which the Company initiates a process to enter into a Sale Transaction and, in connection therewith, complies with the provisions of Section 7.4(a) aboveCompany.

Sale of the Company. (a) Notwithstanding If, in order to effect a Sale of the restrictions Company, the 399 Stockholders (i) propose to Transfer to a third party (which is not an Affiliate of any of the 399 Stockholders) (the "Acquiror") Restricted Securities that include 50% or more of the shares of Common Stock owned by them in Section 7.3 the aggregate on a Diluted Basis, the 399 Stockholders shall have the right to require the other Stockholders to Transfer a corresponding percentage of their Restricted Securities (determined on a class-by-class basis) to such third party on the same terms, or anything else to (ii) propose the contrary in this AgreementTransfer of 50% or more of the assets (whether by merger, if sale or otherwise) of the Company initiates to any process such third party, the 399 Stockholders shall in each case have the right (a "Sale of the Company Right") to sell require (x) the Stockholders to take all action necessary or appropriate (including replacement of the directors or management committee members designated by such Stockholders) in order to cause the Company to take all action necessary or appropriate to give effect to such transaction and (y) the Stockholders to approve such transaction in their capacity as stockholders of the Company (a transaction described in clause (i) or (ii), a "Sale of the Company Sale"); provided, that upon the consummation of any transaction resulting in a sale or transfer of all or substantially all of the assets of the Company, Company (whether by way or merger or consolidationmerger, stock purchase, asset sale or otherwise (each otherwise), the Company will immediately distribute all of the events described in this subsection, a “Sale Transaction”) at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% net proceeds of the Shares then outstanding (on an as-converted basis), then, the Restricted Parties shall be entitled to participate as a bidder in such process transaction to the same extent Stockholders in accordance with their respective rights and on the same basis as the Company generally permits other third parties to participate and to take actions incidental theretoprivileges. (b) Notwithstanding In order to exercise a Sale of the restrictions Company Right, the 399 Stockholders shall notify each other Stockholder, such notice to set forth the terms and conditions of the proposed Sale of the Company Sale. Each such Stockholder will take all actions reasonably requested by the 399 Stockholders in Section 7.3 connection with the consummation of such Sale of the Company Sale, and within 10 business days of the receipt of such notice (or anything else to such longer period of time as the contrary Stockholders shall designate in this Agreementsuch notice), if such transaction is structured as a sale of assets or a merger, such Stockholders shall approve the Company receives an unsolicited proposal to enter into a Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% transaction in their capacities as stockholders of the Shares then outstanding (on an as-converted basis), then at least 12 Business Days prior to the approval of the Board of Directors of any definitive agreement relating to such unsolicited proposal, the Company shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit to the Board of Directors, within 10 Business Days after the Company provides such notice, a proposal to enter into a Sale Transaction with the Company, which proposal and if such transaction is a sale of Restricted Securities, such Stockholders shall cause the Board applicable percentage of Directors each class of their respective Restricted Securities to be sold to the Acquiror on the same terms and conditions and for the same per share or per unit consideration as the Restricted Securities being sold by the 399 Stockholders; provided, however, that the consideration to be paid for each Equity Equivalent shall consider be equal to the price that would be paid for the shares of Common Stock issuable upon the exercise thereof minus the exercise price then applicable under the terms of such Equity Equivalent. In furtherance of, and not in good faith. If the Board limitation of Directors does not approve an unsolicited proposal described herein then the Company will not be required to permit any Restricted Party to submit a proposal to enter into a Sale Transaction. Notwithstanding the foregoing, this in connection with a Sale of the Company Sale, subject to Section 7.4(b2.7(c), each Stockholder will (i) raise no objections against the Sale of the Company Sale or the process pursuant to which it was arranged, (ii) waive any appraisal, dissenter or similar rights under applicable law, and (iii) execute all documents containing such terms and conditions as those executed by other Stockholders as directed by the 399 Stockholders. (c) Unless otherwise agreed in writing by any 399 Stockholder with respect to the obligations of any other Stockholder, such other Stockholder shall not apply be severally obligated to join on a Pro Rata basis (based on such Stockholder's share of the aggregate proceeds paid in such Sale of the Company Sale) in any indemnification or other obligations that the 399 Stockholders agree to in connection with such Sale of the Company Sale, 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 Restricted Securities or valid authorization by such Stockholder with respect to such Sale of the Company Sale; provided that no Stockholder shall be obligated in connection with such Sale of the Company Sale to agree to indemnify or hold harmless the prospective transferee(s) with respect to an unsolicited proposal amount in excess of the net cash proceeds paid to enter into such Stockholder in connection with such Sale of the Company Sale. All Stockholders will bear their Pro-Rata share of the costs and expenses incurred in connection with a Sale Transaction at any time from and after the date on which of the Company initiates a process Sale to enter into a Sale Transaction and, in connection therewith, complies with the provisions extent such costs are incurred for the benefit of Section 7.4(a) aboveall Stockholders and are not otherwise paid by the Company or the Acquiror. Costs incurred by any Stockholder on its own behalf will not be shared by any other Stockholder.

Sale of the Company. (a) Notwithstanding Provided that a Drag-Along Notice has not been delivered and the restrictions procedures in Section 7.3 or 9.09 are not then currently in effect, notwithstanding anything else to the contrary in this Agreement, if the Board of Directors may (subject to Section 5.11) elect to cause a Sale of the Company initiates at any time. The Board of Directors shall direct and control all decisions in connection with a Sale of the Company (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company to be sold) and, subject to Section 9.08(b) and Section 9.08(d), and without prejudice to Section 5.11, each Member shall vote for, consent to and not object to such Sale of the Company or the sale process associated therewith. If such Sale of the Company is structured as a sale of assets, merger or consolidation, then each Member shall, to sell substantially the extent applicable to such transaction, vote for or consent to, and waive any dissenter’s rights, appraisal rights or similar rights in connection with, such sale, merger or consolidation. If such Sale of the Company is structured as a Transfer of Shares, and the Sale of the Company involves less than all of the assets Shares in the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights to acquire Shares of any class or series) that it holds. Each Member and the Company shall take all reasonable and necessary actions in connection with the consummation of such Sale of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and legal counsel selected by the Board of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale of the Company, whether by way or merger or consolidation, stock purchase, asset sale or otherwise (each ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the events described Company in this subsectionan expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, a “Sale Transaction”) at any time during prevent or delay the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% consummation of the Shares then outstanding Sale of the Company, (on iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an as-converted basis)online “data room”, then(iv) in the case of the Company only, providing any financial or other information or audit required by the Restricted Parties shall be entitled proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to participate as a bidder provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in such process each case in accordance with and subject to the same extent and on the same basis as the Company generally permits other third parties to participate and to take actions incidental theretolimitations set forth in Section 9.08(d). (b) Notwithstanding The obligations of the restrictions in Section 7.3 or anything else Members with respect to a Sale of the Company are subject to the contrary satisfaction of the following conditions: (i) upon the consummation of such Sale of the Company, each holder of Shares, to the extent such holder is receiving any consideration, shall receive the same form(s) of consideration as each other holder of Shares receives (or the option to receive the same form of consideration), and (ii) the Sale of the Company will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Sale of the Company to all holders of Shares in this Agreementrespect of their Shares shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares in accordance with the relevant provisions of Section 3.02 (assuming that, if such Sale of the Company is structured as a Transfer of Shares and less than all of the Shares are being Transferred, the Shares included in the Transfer are all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Transfer not receiving any consideration with respect to such Sale of the Company. (c) If the Company, or if the holders of any Shares, enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the SEC may be available with respect to such negotiation or transaction (including a merger, consolidation, or other reorganization), each holder of Equity Securities will, at the request of the Company, appoint either a purchaser representative (as such term is defined in Rule 501) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointed. Notwithstanding anything to the contrary, in connection with any Sale of the Company where the consideration in such Sale of the Company consists of or includes securities, if the Company receives an unsolicited proposal issuance of such securities to enter into the Member would require either a registration statement under the Securities Act, or preparation of a disclosure statement pursuant to Regulation D (or any successor regulation) under the Securities Act, or preparation of a disclosure document under a similar provision of any state securities law, and such registration statement or disclosure statement or other disclosure document is not otherwise being prepared in connection with the Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis)Company, then then, at least 12 Business Days prior to the approval option of the Board of Directors of any definitive agreement relating to such unsolicited proposal, the Company shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit to the Board of Directors, within 10 Business Days after the Company provides Member may receive, in lieu of such noticesecurities, a proposal the Fair Market Value of such securities in cash. (d) In connection with any Sale of the Company, each Member shall (i) make such customary representations and warranties, including, as applicable, as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens with respect to such Shares) and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares, agree to such covenants and enter into such definitive agreements, in each case as are customary for transactions of the nature of the Sale of the Company; provided, that no Member shall be required to make any representation or warranty or agree to any covenant that is more extensive or burdensome than those made by the other Members (provided, that (A) in no event will the GM Investor or any of its Affiliates, SoftBank or any of its Affiliates, Honda or any of its Affiliates, any Class F New Member or any of its Affiliates, or any Class G New Member or any of its Affiliates be required to enter into a non-competition agreement or be subject to any similar covenant or provision and (B) the Employee Members may be required to enter into certain covenants, including non-compete and non-solicit obligations) and (ii) be obligated to join on a several, and not joint, basis (determined in accordance with such Member’s proportionate share of the proceeds from the Sale Transaction of the Company) in any indemnification or other obligations that are part of the terms and conditions of the Sale of the Company (other than to the extent of any escrows or holdbacks established in connection with such Sale of the Company); provided, that no Member shall be obligated (A) to provide indemnification with respect to the representations, warranties, covenants or agreements of any other Member (other than to the extent of any escrows or holdbacks established in connection with such Sale of the Company), or (B) to incur liability to any Person in connection with such Sale of the Company, including under any indemnity, in excess of the consideration received by such Member in the Sale of the Company (other than for fraud or breach of a covenant). (e) Each Member will bear his, her or its proportionate share of the costs incurred in connection with a Sale of the Company to the extent such costs are incurred for the benefit of all such holders of Shares and are not otherwise paid by the Company or the acquiring party. Costs incurred by the holders of Shares on their own behalf will not be considered costs of the Sale of the Company. (f) Any contingent consideration (whether as a result of a release of an escrow or the payment of an “earn out” or otherwise) to be paid in connection with a Sale of the Company shall be allocated among the Members such that each Member receives the amount which proposal such Member would have received if such consideration had been received by the Company and distributed as the next incremental dollars following the Distribution of any amounts previously paid under this Agreement or paid in connection with such Sale of the Company (assuming for such purposes that the Shares Transferred constitute all of the Shares). In the event any Member is liable in such Sale of the Company for amounts in excess of any escrow or holdback (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 Person’s title to and ownership of Shares), such amounts shall be treated as a deduction to the consideration payable in such Sale of the Company and the aggregate consideration shall be re-allocated among the Members in accordance with Section 9.08(b). The Members agree that to the extent, as a result of such re-allocation, a Member has received more than its share of the consideration pursuant to such re-allocation, such Member shall deliver such excess to the appropriate Member(s) in order for each Member to receive its appropriate share of the consideration. (g) Without limiting the generality of the other provisions of this Section 9.08 but subject to Section 5.11, the Board of Directors shall consider in good faith. If the Board determine whether or not to pursue, consummate, postpone or abandon any Sale of Directors does not approve an unsolicited proposal described herein then the Company will not be required and, subject to permit any Restricted Party to submit a proposal to enter into a Sale Transaction. Notwithstanding the foregoing, limitations expressly set forth in this Section 7.4(b9.08, the terms and conditions thereof. (h) The provisions of this Section 9.08 shall not apply with respect to an unsolicited proposal any transaction pursuant to enter into a Sale Transaction at any time from and after the date on which the Company initiates a process to enter into a Sale Transaction and, in connection therewith, complies with the provisions of Section 7.4(a) aboveSections 9.10 or 9.12.

Sale of the Company. (a) Notwithstanding Provided that a Drag-Along Notice has not been delivered and the restrictions procedures in Section 7.3 or 9.09 are not then currently in effect, notwithstanding anything else to the contrary in this Agreement, if the Board of Directors may (subject to Section 5.11) elect to cause a Sale of the Company initiates at any time. The Board of Directors shall direct and control all decisions in connection with a Sale of the Company (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company to be sold) and, subject to Section 9.08(b) and Section 9.08(d), and without prejudice to Section 5.11, each Member shall vote for, consent to and not object to such Sale of the Company or the sale process associated therewith. If such Sale of the Company is structured as a sale of assets, merger or consolidation, then each Member shall, to sell substantially the extent applicable to such transaction, vote for or consent to, and waive any dissenter’s rights, appraisal rights or similar rights in connection with, such sale, merger or consolidation. If such Sale of the Company is structured as a Transfer of Shares, and the Sale of the Company involves less than all of the assets Shares in the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights to acquire Shares of any class or series) that it holds. Each Member and the Company shall take all reasonable and necessary actions in connection with the consummation of such Sale of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and legal counsel selected by the Board of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale of the Company, whether by way or merger or consolidation, stock purchase, asset sale or otherwise (each ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the events described Company in this subsectionan expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, a “Sale Transaction”) at any time during prevent or delay the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% consummation of the Shares then outstanding Sale of the Company, (on iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an as-converted basis)online “data room”, then(iv) in the case of the Company only, providing any financial or other information or audit required by the Restricted Parties shall be entitled proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to participate as a bidder provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in such process each case in accordance with and subject to the same extent and on the same basis as the Company generally permits other third parties to participate and to take actions incidental theretolimitations set forth in Section 9.08(d). (b) Notwithstanding The obligations of the restrictions in Section 7.3 or anything else Members with respect to a Sale of the Company are subject to the contrary satisfaction of the following conditions: (i) upon the consummation of such Sale of the Company, each holder of Shares, to the extent such holder is receiving any consideration, shall receive the same form(s) of consideration as each other holder of Shares receives (or the option to receive the same form of consideration), and (ii) the Sale of the Company will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Sale of the Company to all holders of Shares in this Agreementrespect of their Shares shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares in accordance with the relevant provisions of Section 3.02 (assuming that, if such Sale of the Company is structured as a Transfer of Shares and less than all of the Shares are being Transferred, the Shares included in the Transfer are all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Transfer not receiving any consideration with respect to such Sale of the Company. (c) If the Company, or if the holders of any Shares, enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the SEC may be available with respect to such negotiation or transaction (including a merger, consolidation, or other reorganization), each holder of Equity Securities will, at the request of the Company, appoint either a purchaser representative (as such term is defined in Rule 501) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointed. Notwithstanding anything to the contrary, in connection with any Sale of the Company where the consideration in such Sale of the Company consists of or includes securities, if the Company receives an unsolicited proposal issuance of such securities to enter into the Member would require either a registration statement under the Securities Act, or preparation of a disclosure statement pursuant to Regulation D (or any successor regulation) under the Securities Act, or preparation of a disclosure document under a similar provision of any state securities law, and such registration statement or disclosure statement or other disclosure document is not otherwise being prepared in connection with the Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis)Company, then then, at least 12 Business Days prior to the approval option of the Board of Directors of any definitive agreement relating to such unsolicited proposal, the Company shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit to the Board of Directors, within 10 Business Days after the Company provides Member may receive, in lieu of such noticesecurities, a proposal the Fair Market Value of such securities in cash. (d) In connection with any Sale of the Company, each Member shall (i) make such customary representations and warranties, including, as applicable, as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens with respect to such Shares) and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares, agree to such covenants and enter into such definitive agreements, in each case as are customary for transactions of the nature of the Sale of the Company; provided, that no Member shall be required to make any representation or warranty or agree to any covenant that is more extensive or burdensome than those made by the other Members (provided, that (A) in no event will the GM Investor or any of its Affiliates, SoftBank or any of its Affiliates or Honda or any of its Affiliates be required to enter into a non-competition agreement or be subject to any similar covenant or provision and (B) the Employee Members may be required to enter into certain covenants, including non-compete and non-solicit obligations) and (ii) be obligated to join on a several, and not joint, basis (determined in accordance with such Member’s proportionate share of the proceeds from the Sale Transaction of the Company) in any indemnification or other obligations that are part of the terms and conditions of the Sale of the Company (other than to the extent of any escrows or holdbacks established in connection with such Sale of the Company); provided, that no Member shall be obligated (A) to provide indemnification with respect to the representations, warranties, covenants or agreements of any other Member (other than to the extent of any escrows or holdbacks established in connection with such Sale of the Company), or (B) to incur liability to any Person in connection with such Sale of the Company, including under any indemnity, in excess of the consideration received by such Person in the Sale of the Company (other than for fraud or breach of a covenant). (e) Each Member will bear his, her or its proportionate share of the costs incurred in connection with a Sale of the Company to the extent such costs are incurred for the benefit of all such holders of Shares and are not otherwise paid by the Company or the acquiring party. Costs incurred by the holders of Shares on their own behalf will not be considered costs of the Sale of the Company. (f) Any contingent consideration (whether as a result of a release of an escrow or the payment of an “earn out” or otherwise) to be paid in connection with a Sale of the Company shall be allocated among the Members such that each Member receives the amount which proposal such Member would have received if such consideration had been received by the Company and distributed as the next incremental dollars following the Distribution of any amounts previously paid under this Agreement or paid in connection with such Sale of the Company (assuming for such purposes that the Shares Transferred constitute all of the Shares). In the event any Member is liable in such Sale of the Company for amounts in excess of any escrow or holdback (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 Person’s title to and ownership of Shares), such amounts shall be treated as a deduction to the consideration payable in such Sale of the Company and the aggregate consideration shall be re-allocated among the Members in accordance with Section 9.08(b). The Members agree that to the extent, as a result of such re- allocation, a Member has received more than its share of the consideration pursuant to such re-allocation, such Member shall deliver such excess to the appropriate Member(s) in order for each Member to receive its appropriate share of the consideration. (g) Without limiting the generality of the other provisions of this Section 9.08 but subject to Section 5.11, the Board of Directors shall consider in good faith. If the Board determine whether or not to pursue, consummate, postpone or abandon any Sale of Directors does not approve an unsolicited proposal described herein then the Company will not be required and, subject to permit any Restricted Party to submit a proposal to enter into a Sale Transaction. Notwithstanding the foregoing, limitations expressly set forth in this Section 7.4(b9.08, the terms and conditions thereof. (h) The provisions of this Section 9.08 shall not apply with respect to an unsolicited proposal any transaction pursuant to enter into a Sale Transaction at any time from and after the date on which the Company initiates a process to enter into a Sale Transaction and, in connection therewith, complies with the provisions of Section 7.4(a) aboveSections 9.10 or 9.12.

Sale of the Company. (a) Notwithstanding Each Existing Shareholder hereby appoints the restrictions in Section 7.3 Investor Representative as his, her or anything else its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of his, her or its Shares and other voting securities of the contrary Company for the approval and consummation of an Approved Sale and all such other matters as expressly provided for in this Agreementparagraph 5. The proxies and powers granted by each Existing Shareholder pursuant to this paragraph 5(a) are (or, if in the case of any subsequent proxies, will be) coupled with an interest and are (or, in the case of any subsequent proxies, will be) granted in accordance with the provisions of Section 705 of the California Corporations Code and shall each be valid (and irrevocable) for a period of eleven (11) months following the Closing. The proxies and powers granted by each Existing Shareholder pursuant to this paragraph 5(a) (and any subsequent proxies and powers granted by the Existing Shareholders as contemplated below) may, at the request of the Investor Representative, be embodied in one or more separate instruments containing terms consistent with the terms set forth in this paragraph 5(a), and in such case each Existing Shareholder agrees to promptly execute and deliver each such separate instrument or instruments. The proxies and powers described above shall not be valid after the expiration of eleven (11) months following the Closing. No Existing Shareholder shall thereafter be obligated to again appoint the Investor Representative as his, her or its true and lawful proxy and attorney-in-fact for an additional eleven (11) month period or periods to vote all of his, her or its Shares or other voting securities of the Company initiates for the approval and consummation of any process Approved Sale and such other matters as expressly provided for in this paragraph 5; provided, however, -------- ------- that if any such Existing Shareholder fails for any reason to sell substantially do so upon the expiration of any such eleven (11) month period or periods, all of such Existing Shareholders rights (but not obligations) under this Agreement and the assets of the Company, whether by way or merger or consolidation, stock purchase, asset sale or otherwise (each of the events described in this subsection, a “Sale Transaction”) at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then, the Restricted Parties Registration Agreement shall automatically and forever thereafter terminate and shall be entitled to participate as a bidder in such process to the same extent of no further force and on the same basis as the Company generally permits other third parties to participate and to take actions incidental theretoeffect. (b) Notwithstanding the restrictions in Section 7.3 or anything else to the contrary in For purposes of this Agreement, if an "Approved Sale" shall mean any ------------- sale of all or substantially all (or any agreement to sell all or substantially all) of the Company receives an unsolicited proposal Company's assets determined on a consolidated basis or any sale or exchange of all or substantially all (or any agreement to enter into sell or exchange all or substantially all) of the Company's outstanding capital stock (whether by merger, sale, recapitalization, consolidation, reorganization, combination or otherwise) to any Person or Persons which is approved by the Board and the holders of a Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% majority of the Shares then outstanding held by the Investors; provided that no such transaction or contemplated transaction shall constitute an Approved Sale hereunder unless: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock and Preferred Stock (on an as-as converted to Common Stock basis)) shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock or Preferred Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of Shares representing then at least 12 Business Days currently exercisable rights to acquire shares of Common Stock (including all holders of Preferred Stock) shall be given an opportunity to either (A) exercise such rights (including conversion rights in the case of the holders of Preferred Stock) prior to the approval consummation of the Board Approved Sale and participate in such sale as holders of Directors Common Stock or (B) upon the consummation of any definitive agreement relating the Approved Sale, receive in exchange for such rights consideration equal to such unsolicited proposal, the Company shall notify amount determined by multiplying (1) the Restricted Parties same amount of consideration per share of Common Stock received by the holders of Common Stock in writing connection with the Approved Sale less the exercise price (if any) per share of Common Stock of such unsolicited proposal rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such then currently exercisable rights, and in the case of both clause (A) and clause (B) above, such holders of rights to acquire shares of Common Stock shall also receive upon the exercise or exchange of such rights such additional consideration, if any, as may be payable in connection with such exercise or exchange (including, with respect to the Preferred Stock, all accrued and unpaid dividends thereon payable pursuant to the terms thereof and of the Restricted Parties shall have the right to submit to the Board Articles of Directors, within 10 Business Days after the Company provides such notice, a proposal to enter into a Sale Transaction with the Company, which proposal the Board of Directors shall consider in good faithIncorporation). If the Approved Sale is structured as a sale of stock, each holder of Shares shall agree to sell all of his, her or its Shares and rights to acquire Shares on the terms and conditions approved by the Board and the holders of Directors does a majority of the Shares held by the Investors. (c) Each holder of Shares shall bear his, her or its pro-rata share (based upon the number of Shares held by such holder) of the costs of any Approved Sale to the extent such costs are incurred for the benefit of all holders of Shares and are not approve an unsolicited proposal described herein then otherwise paid by the Company will not or the acquiring party and shall be required obligated to permit join on a pro rata basis (based on the number of Shares held by such holder) in any Restricted Party indemnification or other obligations that the holders of a majority of the Shares agree to submit provide in connection with such Approved Sale (other than any such obligations that relate specifically to a proposal to enter into a Sale Transaction. Notwithstanding the foregoing, this Section 7.4(b) shall not apply holder of Shares such as indemnification with respect to an unsolicited proposal representations and warranties given by a holder regarding such holder's title to enter into a Sale Transaction at any time from and after the date on which the Company initiates a process to enter into a Sale Transaction and, in connection therewith, complies with the ownership of Shares). (d) The provisions of Section 7.4(a) abovethis paragraph 5 shall terminate upon the consummation of a Public Offering.

Sale of the Company. (a) Notwithstanding Within 90 days of the restrictions occurrence of the earlier of (i) an Accelerating Event or (ii) the termination by the CEO of his employment with the Company for Good Reason (as defined in the CEO Employment Agreement), (A) the CEO (or his heirs, executors or legal representatives), (B) upon the death or Disability of the CEO, the Liquidating Trustee or (C) FS Private Investments III LLC, on behalf of the FS Stockholders, shall have the option to initiate a Sale of the Company by providing a Notice of Intent to Sell to the Company and each of the Stockholders. Upon such delivery of a Notice of Intent to Sell pursuant to this Section 5.06(a), the Company shall engage, as promptly as practicable, an Auction Broker selected in accordance with the procedure to select a Financial Expert, as set forth in Section 7.3 or anything else 5.05(a)(ii) to the contrary in this Agreement, if the Company initiates any commence a bona-fide auction process to sell substantially all of the assets effect a Sale of the Company, whether by way or merger or consolidation, stock purchase, asset sale or otherwise (each shall use commercially reasonable efforts to effect such Sale of the events described in this subsectionCompany, and shall periodically consult with and update FS Private Investments III LLC regarding the status of a “potential Sale Transaction”) at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then, the Restricted Parties shall be entitled to participate as a bidder in such process to the same extent and on the same basis as the Company generally permits other third parties to participate and to take actions incidental theretoCompany. (b) Notwithstanding If the restrictions in Section 7.3 or anything else Stockholder Liquidity Notice shall set forth that the FS Stockholders elect to initiate a Sale of the Company, FS Private Investments III LLC, on behalf of the FS Stockholders, shall have the right to initiate a Sale of the Company by providing a Notice of Intent to Sell to the contrary in this Agreement, if Company and each of the other Stockholders. If the Stockholder Liquidity Notice shall set forth that the FS Stockholders elect to require the Company receives an unsolicited proposal to enter into proceed with a Stockholder Optional Redemption, the Company, within 30 days of such receipt by the Company, shall have the right to initiate a Sale Transaction at of the Company by providing a Notice of Intent to Sell to the Stockholders. Upon delivery of a Notice of Intent to Sell by either FS Private Investments III LLC or the Company pursuant to this Section 5.06(b), (i) FS Private Investments III LLC shall engage, on behalf of the Company, an Auction Broker selected by it and approved by the CEO (or the Liquidating Trustee, as the case may be), which approval will not be unreasonably withheld (it being understood that such Auction Broker will be deemed approved, unless the CEO (or the Liquidating Trustee, as the case may be) reasonably objects in writing to such selection within 10 days after receipt by it of notice thereof), to commence a bona-fide auction process to effect a Sale of the Company as promptly as reasonably practicable thereafter and (ii) the Company and each Stockholder shall use commercially reasonable efforts to effect such Sale of the Company. In connection with a Sale of the Company (whether initiated by the Company or by FS Private Investments III LLC) pursuant to this Section 5.06(b), the CEO may submit a firm offer to purchase the Shares held by the FS Stockholders for a specific cash price, which offer shall be subject to the same terms and conditions as those which other prospective bidders in the auction shall be subject, including, without limitation, with respect to whether any time financing condition will be permitted and whether evidence reasonably acceptable to FS Private Investments III LLC of the ability to obtain any necessary financing will be required. Such offer shall be irrevocable during the 5-Year Standstill Period when auction process and shall be strictly confidential, unless FS Private Investments III LLC shall determine otherwise. Any auction process pursuant to this Section 5.06(b) shall be under the Restricted Parties collectively own at least 10% direction and control of FS Private Investments III LLC. Without limiting the generality of the Shares then outstanding (foregoing, FS Private Investments III LLC may require the Auction Broker, representatives of the Company engaged in the auction process and the Company’s independent accountants and legal counsel to report to and take direction from it on an as-converted basis), then at least 12 Business Days prior all matters related to the approval Sale of the Company, provided that FS Private Investments III LLC may not direct the Company to take or omit actions that are not commercially reasonable in the good faith judgment of FS Private Investments III LLC (provided that FS Private Investments III LLC shall not be indemnified for its directions to the Company in relation to the sale of the Company to a party which is not an Affiliate of the Company or of any of the stockholders of the Company which directions were made in opposition to the reasonable judgment of the Board of Directors as expressed in a resolution or resolutions thereof, notwithstanding any provision of the Articles of Incorporation, the By-Laws, any provision of this Agreement providing for indemnification or any other document or statute providing for indemnification of FS Private Investments III LLC or its representatives) or, in such judgment customary in connection with an auction process for a sale of a company similar to the Company. FS Private Investments III LLC shall cause the Company to, and the Company shall, accept the highest and best offer received in the auction process, it being understood that FS Private Investments III LLC shall have no liability with respect to the Sale of the Company contemplated thereby or with respect to whether such sale is consummated, except that FS Private Investments III LLC may accept the CEO’s offer to purchase the Shares held by the FS Stockholders in lieu of a Sale of the Company for any reason and at any time. (c) The closing of any Sale of the Company, if such closing shall occur, shall take place on such date as the Company and FS Private Investments III LLC shall select, except that the closing of any Sale of the Company pursuant to Section 5.06(a) shall not take place later than 180 days after the delivery of the Notice of Intent to Sell. The Company and each Stockholder shall take all necessary and desirable actions in connection with the consummation of such Sale of the Company, and if such transaction is structured as a sale of Shares, each Stockholder shall cause all of its respective Shares to be sold to the purchaser, and deliver certificates evidencing such Shares duly endorsed or accompanied by written instruments of transfer in form satisfactory to the purchaser, duly executed by such Stockholder, free and clear of any liens, mortgages, pledges, security interests or other restrictions or encumbrances, against delivery of the allocable portion of the consideration received pursuant to such Sale of the Company, allocable to it in accordance with Article IV, Section B2 of the Articles of Incorporation. In the case of another form of Sale of the Company, the proceeds received upon such transaction shall be allocated to the Stockholders in accordance with Article IV, Section B2 of the Articles of Incorporation. In furtherance of, and not in limitation of the foregoing, in connection with such Sale of the Company, each Stockholder will (A) consent to and raise no unreasonable objections against such Sale of the Company, or the process pursuant to which it was arranged, (B) waive any dissenters’ rights and other similar rights, (C) exercise or agree to the termination of all unexercised Derivative Securities other than the Series A Preferred Stock and (D) execute all documents containing such terms and conditions as those executed by the other Stockholders, as the case may be; provided, however, that for purposes of this Section 5.06, no FS Stockholder shall be required to make any representation or warranty, perform any covenant or provide any indemnity in connection with any such Sale of the Company, other than a warranty with respect to its own ownership of the Shares to be sold by it and its ability to convey title thereto free and clear of any and all liens, mortgages, pledges, security interests or other restrictions or encumbrances. Notwithstanding the foregoing, at the written request of FS Private Investments III LLC given at any time before the execution of a definitive agreement relating for a Sale of the Company pursuant to such unsolicited proposalSection 5.06(b), the Company will abandon the Sale of the Company, subject to recommencing the process in Section 5.06(e). (d) Notwithstanding any other provision of this Agreement, upon the delivery of the Notice of Intent to Sell pursuant to Section 5.06(a) or (b), in addition to the decisions set forth in Section 3.02, neither the Board of Directors nor any committee thereof may make a decision with respect to any of the following without the affirmative vote of at least one of the FS Directors: (i) make, commit to make or approve any Acquisition, except as may be required by, and in strict accordance with, an obligation to consummate an Acquisition then in effect on the date of receipt of the Notice of Intent to Sell; or (ii) incur or commit to any capital expenditures except for capital expenditures or obligations relating to proven reserves. (e) If a Stockholder Optional Redemption has been or could be initiated, the Stockholder Optional Redemption Date shall notify be delayed upon the Restricted Parties in writing delivery of a Notice of Intent to Sell pursuant to this Section 5.06 until the earliest to occur of (i) the consummation of the Sale of the Company, (ii) the termination of the bona-fide auction process or (iii) 270 days from the date of delivery of such unsolicited proposal and Notice of Intent to Sell. If a Notice of Intent to Sell is delivered by either FS Private Investments III LLC or the terms thereof and Company subsequent to the Restricted Parties occurrence of a Non-Liquidity Event or otherwise by FS Private Investments III LLC pursuant to a Stockholder Liquidity Notice, FS Private Investments III LLC shall have the right to submit continue the auction process or to the Board reinstate it, at such time or times as it may deem to be commercially reasonable, one or more times until a Sale of Directors, within 10 Business Days after the Company provides such notice, a proposal to enter into is consummated. If a Sale Transaction with of the Company pursuant to this Section 5.06 is consummated, (i) the Fair Market Value of the Company shall be deemed to be the equity value of the Company implied by the aggregate consideration payable in the Sale of the Company, which proposal (ii) the Board Valuation Date shall be deemed to be the date of Directors shall consider in good faith. If consummation of the Board Sale of Directors does not approve an unsolicited proposal described herein then the Company will not and (iii) the Stockholder Optional Redemption shall be required to permit any Restricted Party to submit a proposal to enter into a extinguished effective upon the consummation of such Sale Transaction. Notwithstanding of the foregoing, this Section 7.4(b) shall not apply with respect to an unsolicited proposal to enter into a Sale Transaction at any time from and after the date on which the Company initiates a process to enter into a Sale Transaction and, in connection therewith, complies with the provisions of Section 7.4(a) aboveCompany.

Sale of the Company. (a) Notwithstanding the restrictions in Section 7.3 or anything else Subject to the contrary in terms of this AgreementParagraph 3A, if at any time and from time to time during any period, other than a Transfer Period, the Company initiates any process to sell substantially all holders of a majority of the assets ABRY Shares (the “ABRY Holders”) may elect, by giving written notice (an “ABRY Sale Notice”) of such election to the Company, to initiate procedures for the Sale of the Company; provided, whether by way however, that upon delivery of a Preferred Sale Notice (as defined below), the ABRY Sale Notice shall immediately be deemed rescinded and of no further force or merger or consolidationeffect, stock purchase, asset sale or otherwise (each and the Company shall proceed with the Sale of the events described Company process pursuant to this Part 3 in this subsection, accordance with the procedures governing a “Sale Transaction”) at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding Company process initiated by the Preferred Initiating Holders (on an as-converted basisas defined below), then, the Restricted Parties shall be entitled to participate as a bidder in such process to the same extent and on the same basis as the Company generally permits other third parties to participate and to take actions incidental thereto. (b) Notwithstanding the restrictions in Section 7.3 or anything else to the contrary in this Agreement, if If a Dividend Election has been made and the Company receives an unsolicited proposal fails to enter into a Sale Transaction at redeem all outstanding shares of Series A Preferred Stock (for any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis)reason, then at least 12 Business Days prior including that such redemption is prohibited by any other agreement to the approval of the Board of Directors of any definitive agreement relating to such unsolicited proposal, the Company shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit to the Board of Directors, within 10 Business Days after the Company provides such notice, a proposal to enter into a Sale Transaction with the Company, which proposal the Board of Directors shall consider in good faith. If the Board of Directors does not approve an unsolicited proposal described herein then the Company will not be required to permit any Restricted Party to submit a proposal to enter into a Sale Transaction. Notwithstanding the foregoing, this Section 7.4(b) shall not apply with respect to an unsolicited proposal to enter into a Sale Transaction at any time from and after the date on which the Company initiates is a process party (including restrictions in the agreements pursuant to enter into which Permitted Senior Securities are issued or by the terms of such securities themselves) or that the funds of the Company legally available to make such redemption are insufficient) on or prior to June 30, 2009, the holders of a majority of the outstanding shares of Series A Preferred Stock (the “Preferred Initiating Holders”) may elect, by giving written notice (a “Preferred Sale Transaction andNotice”) to the Company within 45 days after June 30, in connection therewith2009, complies with to initiate procedures for the provisions Sale of Section 7.4(a) abovethe Company. If a Preferred Sale Notice or an ABRY Sale Notice is given, the sale procedures set forth below shall apply.

Sale of the Company. (a) Notwithstanding Each Stockholder hereby agrees that if at any time the restrictions in Board and, if required pursuant to Section 7.3 or anything else 11(b)(i), the New Investor Majority, approves a Sale of the Company (an “Approved Sale”), each Stockholder will vote for (to the contrary extent permitted to vote for) and shall be deemed to have consented to and agree to raise no objections against (and confirm such consent in writing) such Approved Sale and the process by which such transaction was arranged, so long as such Approved Sale complies with this AgreementSection 5. Without limiting the foregoing, if the Company initiates any process to sell substantially all of the assets of the Company, whether by way or Approved Sale is structured (i) as a merger or consolidation, stock purchaseeach Stockholder will waive any dissenters rights, asset appraisal rights or similar rights in conjunction with such merger or consolidation, (ii) as a sale of Shares, each Stockholder will agree to sell and surrender its Shares (or portion thereof) on the terms and conditions approved by the Board, or (iii) as a sale of assets, each Stockholder will vote in favor of (to the extent permitted to vote for) such transaction and any subsequent liquidation or other distribution of the proceeds therefrom in accordance with the Certificate of Incorporation. Subject to Section 5(c) below, the Company and each Stockholder will take all actions reasonably requested by the Board to effectuate the consummation of an Approved Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Board; provided, that in no event shall Idea Men, LLC or any individual equityholder thereof or any other Stockholder serving as a senior executive of the Company at such time be required in connection with an Approved Sale to execute any agreement, document or instrument having terms to which the other Stockholders are not also bound other than (x) an “at-will” employment agreement for the benefit of the acquirer (provided, that such employment agreement shall not include any requirement of the employee to (i) forfeit consideration or otherwise pay a penalty upon termination of employment, (each ii) relocate such employee’s primary place of work by more than thirty (30) miles, (iii) accept a material reduction in employee’s salary or benefits, or (iv) accept a material reduction in employee’s responsibilities) or (y) a non-competition, non-solicitation or similar agreement in favor of the events described acquirer containing restrictive covenants on terms and conditions that are reasonable and customary for Persons serving in this subsection, a “Sale Transaction”) at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% capacities such Persons are serving as of the Shares then outstanding (on an as-converted basis)consummation of such Approved Sale in comparable transactions. For the avoidance of doubt, thensubject to Section 5(c) below, the Restricted Parties obligations of the Stockholders pursuant to this Section 5 in connection with an Approved Sale shall apply irrespective of the amount of consideration, if any, to be entitled to participate as a bidder in such process paid to the same extent and on Stockholders in respect of their Shares pursuant to the same basis as the Company generally permits other third parties to participate and to take actions incidental theretoApproved Sale. (b) Notwithstanding The Board shall exercise its rights pursuant and subject to this Section 5 by delivering a written notice (the restrictions in Section 7.3 or anything else “Approved Sale Notice”) to each Stockholder no more than five (5) days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the contrary Approved Sale and, in any event, no later than ten (10) days prior to the closing date of such Approved Sale. The Approved Sale Notice shall describe in reasonable detail the material terms and conditions of the Approved Sale and shall include copies of all such executed definitive agreement and the exhibits and appendices thereto. (c) The obligations of the Stockholders under this AgreementSection 5 are subject to the satisfaction of the following conditions: (i) Upon the consummation of the Approved Sale, each Stockholder shall receive the same form of consideration and portion of the aggregate consideration available to be distributed to the Stockholders in connection with such Approved Sale that such Stockholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation as in effect immediately prior to such Approved Sale. (ii) If any Stockholder is given an option as to the form and amount of consideration to be received in such Approved Sale, each Stockholder shall be given the same option; provided, that the condition that each holder of Shares receive, or is provided with the same option to receive, the same form of consideration shall be deemed satisfied if holders of Shares who are employees of the Company are required to “roll over” a portion of their investment in the Company and thus receive, to the exclusion of others, securities of the entity acquiring the Company in exchange for all or a portion of their Shares. (iii) Each Stockholder will be obligated to make customary representations in connection with the Approved Sale, if the Company receives an unsolicited proposal any, with respect to its own organization, authority and ability to enter into the Approved Sale, title to and ownership of its Shares and any brokers’ or similar fees payable by it in connection with the Approved Sale, and shall be required to provide pro rata indemnification (subject to the following two sentences) in respect of, among other things, any representation made by the Company or its Subsidiaries. No Stockholder shall be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Approved Sale, other than the Company to the extent that funds may be paid out of an escrow or pursuant to other indemnification provisions established to cover breaches of representations, warranties and covenants of the Company. Each Stockholder will be obligated to join on a several and pro rata basis (and not on a joint and several basis) in any purchase price adjustments, indemnification, holdback, escrow or other obligations approved by the Board in connection with an Approved Sale Transaction (other than any such obligations that relate solely 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 Shares, in respect of which only such Stockholder will be liable); provided, that each Stockholder’s liability with respect to such indemnification obligations will not exceed the lesser of (a) the aggregate amount of consideration received and retained by, or held in escrow or otherwise withheld on behalf of, such Stockholder in connection with or pursuant to such Approved Sale and (b) such Stockholder’s pro rata share of such obligations. (iv) If the Company enters into a negotiation for an Approved Sale, including an Approved Sale transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Stockholders that do not qualify as an “accredited investor” for purposes of applicable U.S. federal and state securities laws and regulations will, at the request of the Board, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Board. If any time during Stockholder appoints a purchaser representative designated by the 5Company, the Company will pay the fees of such purchaser representative, but if any Stockholder declines to appoint the purchaser representative designated by the Company, such Stockholder will appoint another purchaser representative, and such Stockholder will be responsible for the fees of the purchaser representative so appointed. (d) Each Stockholder will bear on a pro rata basis the expenses incurred by the Stockholders in connection with an Approved Sale to the extent any such expenses are incurred for the benefit of all Stockholders and are not otherwise paid by the Company or the acquiring party, such payment to be made through a reduction in the consideration that is to be received by such Stockholder in connection with such Approved Sale. Costs incurred by Stockholders on their own behalf will not be considered costs of the transaction hereunder. (e) In connection with an Approved Sale, if requested by the Board, each Stockholder shall enter into an agreement pursuant to which such Stockholder shall irrevocably appoint the Investors, collectively, or their designee (the “Representative”) as the representative, agent, proxy and attorney-Year Standstill Period when in-fact of such Stockholder for all purposes in connection with such Approved Sale, including granting to the Restricted Parties collectively own at least 10% Representative the full power and authority in connection with such Approved Sale to (i) enforce any right, benefit or entitlement of such Stockholder, (ii) execute and deliver all amendments, waivers and other documents, necessary, proper, required, contemplated or deemed advisable by the Representative, (iii) negotiate, compromise and/or settle disputes, (iv) receive and distribute funds (including in making payments of expenses) and (v) receive notices, in each case, for and on behalf of such Stockholder in connection with such Approved Sale. (f) If any holder of Shares (or warrants, options or other rights to acquire Shares) does not, in connection with an Approved Sale, execute and/or deliver all transfer and other documents required to be executed and/or delivered (subject to the limitations set forth in Section 5(a) hereof), and take all other actions required to be taken, by such holder pursuant to this Section 5 in respect of all of the Shares then outstanding (on an as-converted basis)or warrants, then at least 12 Business Days prior options or other rights to the approval acquire Shares) held by such holder, such defaulting holder shall be deemed to have irrevocably appointed each and any member of the Board of Directors of (or any definitive agreement relating officer appointed by the Board), acting individually, to be such unsolicited proposalholder’s agent and attorney-in-fact to execute and/or deliver all necessary transfer and other documents, the Company shall notify the Restricted Parties and take all other necessary actions, on such holder’s behalf in writing of connection with such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit to the Board of Directors, within 10 Business Days after the Company provides such notice, a proposal to enter into a Approved Sale Transaction in accordance with the Company, which proposal the Board of Directors shall consider in good faith. If the Board of Directors does not approve an unsolicited proposal described herein then the Company will not be required to permit any Restricted Party to submit a proposal to enter into a Sale Transaction. Notwithstanding the foregoing, this Section 7.4(b) shall not apply with respect to an unsolicited proposal to enter into a Sale Transaction at any time from and after the date on which the Company initiates a process to enter into a Sale Transaction and, in connection therewith, complies with the provisions of Section 7.4(a) above5.

Sale of the Company. (a) Notwithstanding i. At any time after April 4, 2000, and before the restrictions in Section 7.3 or anything else to the contrary in this Agreementconsummation of a Purchaser Approved Offering, if the Company initiates a bona fide offer is made by any process person (other than Purchaser, or any person or entity related to sell or affiliated with Purchaser), to purchase all or substantially all of the assets or shares of stock of the Company, whether and Purchaser gives the Company written notice that it desires such offer to be accepted, the Company and its shareholders shall either accept the offer and consummate the sale on the terms and conditions of the offer, or the Company shall acquire all the equity interests owned by way Purchaser in the Company on the same terms and conditions as the offer; provided, however, that if such offer is made prior to April 4, 2002, the Company shall have no such obligation unless the total consideration of such offer is at least $50,000,000. In determining the total consideration for purposes of the foregoing, any deferred payment shall be discounted to present value at a discount rate of eight percent (8%) per annum. If the total consideration set forth in the offer includes anything other than cash and/or marketable securities (the "Non-Cash Consideration") then the Company, at its option, may acquire Purchaser's equity interests for the product of (a) either (i) the Non-Cash Consideration specified or (ii) cash in the amount of the fair market value of the total consideration set forth in the offer, multiplied by (b) the percentage of all outstanding equity interests of the Company that then is owned by Purchaser. In the event Purchaser and the Company cannot agree on the fair market value of such Non-Cash consideration, such fair market value shall be as agreed by the parties' respective accountants, and if such accountants cannot agree within twenty (20) days of the date the dispute is referred to them, the dispute shall be promptly referred to arbitration pursuant to Section 13 below. The foregoing procedures are hereinafter referred to as the "Accountants' Procedures." If the offer contemplates an asset sale, the Company may acquire Purchaser's equity interests for cash equal to the product of (a) the after-tax value to the Company of the consideration set forth in the offer multiplied by (b) the percentage of all outstanding equity interests of the Company that is then owned by Purchaser. If the Company decides to acquire Purchaser's equity interests, the Company shall acquire Purchaser's equity interests for cash within ninety (90) days from the date of Purchaser's written notice. ii. At any time before the consummation of a Purchaser Approved Offering, if any assets or stock of the Company is sold for any reason, or if the Company is merged or consolidated, then the following payments (the "Management Shareholder Payments") to the Management Shareholders in connection with such sale, merger or consolidationconsolidation shall be deemed, stock purchasefor purposes of this Agreement, asset sale or otherwise (each as part of the events described in this subsection, a “Sale Transaction”) at any time during total consideration to be paid for the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then, the Restricted Parties Company so that Purchaser shall be entitled to participate as receive from the Company, before any distribution to shareholders, a bidder in such process priority distribution equal to the same extent product of (1) the sum of (a) all payments made to a Management Shareholder in consideration of any covenant not to compete or consulting agreement, plus (b) the component of any compensation to a Management Shareholder for employment services that is in excess of the prevailing industry average compensation, paid by companies that are similar to the company that will be making the payments to the Management Shareholder, for the management responsibilities actually to be performed by the Management Shareholder, as such average compensation is mutually agreed between the Company, the Management Shareholder and Purchaser, or if they cannot agree, then as determined by a current survey of total compensation conducted by a qualified representative of a nationally recognized investment banking or accounting firm mutually agreeable to the Company, the Management Shareholder, and Purchaser, multiplied by (2) the percentage of all equity interests in the Company that is then owned by Purchaser. The priority distribution due Purchaser under this Paragraph 2.e.ii. shall be paid on the same basis schedule as the Company generally permits other third parties to participate and to take actions incidental thereto. (b) Notwithstanding Management Shareholder Payments are received by the restrictions in Section 7.3 or anything else to the contrary in this Agreement, if the Company receives an unsolicited proposal to enter into a Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then at least 12 Business Days prior to the approval of the Board of Directors of any definitive agreement relating to such unsolicited proposal, the Company shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit to the Board of Directors, within 10 Business Days after the Company provides such notice, a proposal to enter into a Sale Transaction with the Company, which proposal the Board of Directors shall consider in good faithManagement Shareholder. If the Board Company has insufficient funds to pay the portion of Directors does not approve an unsolicited proposal described herein then the Company will not be required to permit any Restricted Party to submit priority distribution that is due at the time a proposal to enter into Management Shareholder receives a Sale Transaction. Notwithstanding Management Shareholder Payment, the foregoing, this Section 7.4(b) Management Shareholders receiving Management Shareholder Payments shall not apply with respect to an unsolicited proposal to enter into a Sale Transaction at any time from and after pay Purchaser the date on which the Company initiates a process to enter into a Sale Transaction and, amount of such insufficiency pro rata in connection therewith, complies accordance with the provisions proportionate amounts of Section 7.4(a) aboveeach such Management Shareholder's Payments, such amount to be paid on the same schedule as the payments are received by the Management Shareholder.

Sale of the Company. (a) Notwithstanding the restrictions in Subject to Section 7.3 or anything else to the contrary in this Agreement9.9(d) below, if the Company initiates any process breaches or fails to sell substantially all perform or observe its obligations arising under Section 9.2(a) hereof and such breach, failure or non-observance continues to exist for four consecutive fiscal quarters, then the holders of a majority of the assets of the Company, whether by way or merger or consolidation, stock purchase, asset sale or otherwise (each of the events described in this subsection, a “Sale Transaction”) at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Series B Shares then outstanding (on an as-converted basis), then, the Restricted Parties shall be entitled to participate as a bidder in such process to the same extent and on the same basis as the Company generally permits other third parties to participate and to take actions incidental thereto. (b"INITIATING HOLDERS") Notwithstanding the restrictions in Section 7.3 or anything else to the contrary in this Agreement, if the Company receives an unsolicited proposal to enter into a Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then at least 12 Business Days prior to the approval of the Board of Directors of any definitive agreement relating to such unsolicited proposal, the Company shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit cause the Company to seek a buyer for all of the assets or issued and outstanding capital stock of the Company. The Initiating Holders shall exercise their rights under Section 9.9(a) by delivery of a written notice to the Company and all other Purchasers to such effect, and identifying an investment bank (the "INVESTMENT BANK"), which firm shall be reasonably acceptable to the Board of Directors, within 10 Business Days after to conduct such sale. (b) Upon delivery to the Company provides of a written notice referred to in Section 9.9(a), the Company and each other party hereto agrees to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to effect the sale of the Company in accordance with the following provisions (it being understood that no Purchaser shall be required under this Section 9.9 to vote in favor of such noticesale or to sell their shares of the Company's capital stock pursuant to such sale): (i) The Investment Bank will establish procedures reasonably acceptable to the Initiating Holders to effect an orderly sale of the Company with the objective of achieving the highest practicable value for the stockholders of the Company within a reasonable period of time. The Company agrees to cooperate with the Investment Bank in accordance with such procedures, and agrees to use its reasonable best efforts to reach agreement on the optimum structure and the terms and conditions for the sale of the Company (including whether such sale will be by merger or sale of assets or capital stock) and will retain independent legal counsel of appropriate expertise, reasonably acceptable to the Initiating Holders, to advise the Company on such sale. To the extent permitted by applicable law, the Company agrees to pay all fees and expenses of the Investment Bank and such legal counsel, as well as the fees and expenses of one law firm retained by the Initiating Holders in connection with such sale. (ii) If the sale of the Company is structured as a proposal sale of assets, the Company agrees to enter into a Sale Transaction with execute and deliver or cause to be executed and delivered all documents, certificates, agreements and other writings and to take, or cause to be taken, all such actions as may be necessary or desirable to vest in the purchaser(s) thereof good and marketable title to such assets. (iii) The rights and obligations of the Purchasers under this Section 9.9(b) shall be subject to the following conditions: (A) upon the consummation of any such sale of the capital stock of the Company, which proposal each Purchaser will receive consideration in an amount per Series B Share at least equal to the Board Series B Liquidation Preference in effect from time to time; (B) upon the consummation of Directors shall consider any such sale of the capital stock of the Company, all of the Purchasers will receive the same form and amount of consideration per share of capital stock or if any Purchaser is given an option as to the form of consideration to be received, all Purchasers participating therein will be given the same option; and (C) in good faith. If the Board case of Directors does not approve an unsolicited proposal described herein then any such sale of the Company issued capital stock of the Company, the liability of any Purchaser for misrepresentation or indemnity will not exceed an amount equal to the proceeds received by such Purchaser in such sale (PROVIDED, that in no event shall any Purchaser be required to permit make any Restricted Party representation or warranty concerning the Company, its Subsidiaries or their respective businesses or to submit a proposal provide any indemnity with respect to enter into a Sale Transaction. the breach of any such representations and warranties). (c) In connection with any sale of the Company conducted pursuant to this Section 9.9, the Company shall take all actions necessary to ensure that the Rights Plan shall not apply to such transaction. (d) Notwithstanding the foregoing, the rights set forth in this Section 7.4(b) 9.9 shall not apply with respect to an unsolicited proposal to enter into a Sale Transaction be effective at any time from and after when representatives of the date on which Purchasers constitute a majority of the Company initiates a process Board of Directors, whether elected pursuant to enter into a Sale Transaction and, in connection therewith, complies with Section 5B or Section 8B of the provisions Series B Preferred Stock Certificate of Section 7.4(a) aboveDesignations or otherwise.

Sale of the Company. (a) Notwithstanding Provided that a Drag-Along Notice has not been delivered and the restrictions procedures in Section 7.3 or 9.09 are not then currently in effect, notwithstanding anything else to the contrary in this Agreement, if the Board of Directors may (subject to Section 5.11) elect to cause a Sale of the Company initiates at any time. The Board of Directors shall direct and control all decisions in connection with a Sale of the Company (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration and the percentage of the Equity Securities in the Company to be sold) and, subject to Section 9.08(b) and Section 9.08(d), and without prejudice to Section 5.11, each Member shall vote for, consent to and not object to such Sale of the Company or the sale process associated therewith. If such Sale of the Company is structured as a sale of assets, merger or consolidation, then each Member shall, to sell substantially the extent applicable to such transaction, vote for or consent to, and waive any dissenter’s rights, appraisal rights or similar rights in connection with, such sale, merger or consolidation. If such Sale of the Company is structured as a Transfer of Shares, and the Sale of the Company involves less than all of the assets Shares in the Company, then each Member shall Transfer the same percentage of each class or series of Shares (or rights to acquire Shares of any class or series) that it holds. Each Member and the Company shall take all reasonable and necessary actions in connection with the consummation of such Sale of the Company as may be requested by the Board of Directors, including (i) in the case of the Company only, engaging one or more investment banks and legal counsel selected by the Board of Directors to establish procedures acceptable to the Board of Directors to effect and to otherwise assist in connection with a Sale of the Company, whether by way or merger or consolidation, stock purchase, asset sale or otherwise (each ii) taking such commercially reasonable actions and providing such commercially reasonable cooperation and assistance as may be necessary to consummate the Sale of the events described Company in this subsectionan expeditious and efficient manner and not taking any action or engaging in any activity designed to hinder, a “Sale Transaction”) at any time during prevent or delay the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% consummation of the Shares then outstanding Sale of the Company, (on iii) in the case of the Company only, facilitating the due diligence process in respect of any such Sale of the Company, including establishing, populating and maintaining an as-converted basis)online “data room”, then(iv) in the case of the Company only, providing any financial or other information or audit required by the Restricted Parties shall be entitled proposed buyer’s financing sources and (v) the execution of such agreements and such instruments and other actions reasonably necessary in connection with the Sale of the Company, including to participate as a bidder provide customary representations, warranties, indemnities and escrow arrangements relating thereto, in such process each case in accordance with and subject to the same extent and on the same basis as the Company generally permits other third parties to participate and to take actions incidental theretolimitations set forth in Section 9.08(d). (b) Notwithstanding The obligations of the restrictions in Section 7.3 or anything else Members with respect to a Sale of the Company are subject to the contrary satisfaction of the following conditions: (i) upon the consummation of such Sale of the Company, each holder of Shares, to the extent such holder is receiving any consideration, shall receive the same form(s) of consideration as each other holder of Shares receives (or the option to receive the same form of consideration), and (ii) the Sale of the Company will be a Deemed Liquidation Event and the aggregate consideration payable upon consummation of such Sale of the Company to all holders of Shares in this Agreementrespect of their Shares shall be apportioned and distributed (after such aggregate consideration is adjusted for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the classes of Shares in accordance with the relevant provisions of Section 3.02 (assuming that, if such Sale of the Company is structured as a Transfer of Shares and less than all of the Shares are being Transferred, the Shares included in the Transfer are all of the Shares outstanding). For clarity, the application of Section 3.02 may result in some Shares included in the Transfer not receiving any consideration with respect to such Sale of the Company. (c) If the Company, or if the holders of any Shares, enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the SEC may be available with respect to such negotiation or transaction (including a merger, consolidation, or other reorganization), each holder of Equity Securities will, at the request of the Company, appoint either a purchaser representative (as such term is defined in Rule 501) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointed. Notwithstanding anything to the contrary, in connection with any Sale of the Company where the consideration in such Sale of the Company consists of or includes securities, if the Company receives an unsolicited proposal issuance of such securities to enter into the Member would require either a registration statement under the Securities Act, or preparation of a disclosure statement pursuant to Regulation D (or any successor regulation) under the Securities Act, or preparation of a disclosure document under a similar provision of any state securities law, and such registration statement or disclosure statement or other disclosure document is not otherwise being prepared in connection with the Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis)Company, then then, at least 12 Business Days prior to the approval option of the Board of Directors of any definitive agreement relating to such unsolicited proposal, the Company shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit to the Board of Directors, within 10 Business Days after the Company provides Member may receive, in lieu of such noticesecurities, a proposal the Fair Market Value of such securities in cash. (d) In connection with any Sale of the Company, each Member shall (i) make such customary representations and warranties, including, as applicable, as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens with respect to such Shares) and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares, agree to such covenants and enter into such definitive agreements, in each case as are customary for transactions of the nature of the Sale of the Company; provided, that no Member shall be required to make any representation or warranty or agree to any covenant that is more extensive or burdensome than those made by the other Members (provided, that (A) in no event will the GM Investor or any of its Affiliates or SoftBank or any of its Affiliates be required to enter into a non-competition agreement or be subject to any similar covenant or provision and (B) the Employee Members may be required to enter into certain covenants, including non-compete and non-solicit obligations) and (ii) be obligated to join on a several, and not joint, basis (determined in accordance with such Member’s proportionate share of the proceeds from the Sale Transaction of the Company) in any indemnification or other obligations that are part of the terms and conditions of the Sale of the Company (other than to the extent of any escrows or holdbacks established in connection with such Sale of the Company); provided, that no Member shall be obligated (A) to provide indemnification with respect to the representations, warranties, covenants or agreements of any other Member (other than to the extent of any escrows or holdbacks established in connection with such Sale of the Company), or (B) to incur liability to any Person in connection with such Sale of the Company, including under any indemnity, in excess of the consideration received by such Person in the Sale of the Company (other than for fraud or breach of a covenant). (e) Each Member will bear his, her or its proportionate share of the costs incurred in connection with a Sale of the Company to the extent such costs are incurred for the benefit of all such holders of Shares and are not otherwise paid by the Company or the acquiring party. Costs incurred by the holders of Shares on their own behalf will not be considered costs of the Sale of the Company. (f) Any contingent consideration (whether as a result of a release of an escrow or the payment of an “earn out” or otherwise) to be paid in connection with a Sale of the Company shall be allocated among the Members such that each Member receives the amount which proposal such Member would have received if such consideration had been received by the Company and distributed as the next incremental dollars following the Distribution of any amounts previously paid under this Agreement or paid in connection with such Sale of the Company (assuming for such purposes that the Shares Transferred constitute all of the Shares). In the event any Member is liable in such Sale of the Company for amounts in excess of any escrow or holdback (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 Person’s title to and ownership of Shares), such amounts shall be treated as a deduct to the consideration payable in such Sale of the Company and the aggregate consideration shall be re-allocated among the Members in accordance with Section 9.08(b). The Members agree that to the extent, as a result of such re-allocation, a Member has received more than its share of the consideration pursuant to such re-allocation, such Member shall deliver such excess to the appropriate Member(s) in order for each Member to receive its appropriate share of the consideration. (g) Without limiting the generality of the other provisions of this Section 9.08 but subject to Section 5.11, the Board of Directors shall consider in good faith. If the Board determine whether or not to pursue, consummate, postpone or abandon any Sale of Directors does not approve an unsolicited proposal described herein then the Company will not be required and, subject to permit any Restricted Party to submit a proposal to enter into a Sale Transaction. Notwithstanding the foregoing, limitations expressly set forth in this Section 7.4(b9.08, the terms and conditions thereof. (h) The provisions of this Section 9.08 shall not apply with respect to an unsolicited proposal any transaction pursuant to enter into a Sale Transaction at any time from and after the date on which the Company initiates a process to enter into a Sale Transaction and, in connection therewith, complies with the provisions of Section 7.4(a) aboveSections 9.10 or 9.12.

Sale of the Company. (a) Notwithstanding In the restrictions in event Roquette delivers or is deemed to deliver an Election Notice triggering a sale of the Company pursuant to Section 7.3 or anything else 14.4, the Parties shall engage an investment bank that is mutually acceptable to the contrary Parties to assist in this Agreement, if the Company initiates any process to sell substantially all of the assets sale of the Company, whether by way or merger or consolidation, stock purchase, asset sale or otherwise (each of the events described in this subsection, a “Sale Transaction”) at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then, the Restricted Parties shall be entitled to participate as a bidder in such process to the same extent and on the same basis as the Company generally permits other third parties to participate and to take actions incidental thereto. (b) Notwithstanding the restrictions in Section 7.3 or anything else to the contrary in this Agreement, if the Company receives an unsolicited proposal to enter into a Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then at least 12 Business Days prior to the approval of the Board of Directors of any definitive agreement relating to such unsolicited proposal, the Company shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit to the Board of Directors, within 10 Business Days after the Company provides such notice, a proposal to enter into a Sale Transaction with the Company, which proposal the Board of Directors shall consider in good faith. If the Board Parties are unable to agree upon a mutually acceptable investment bank within thirty (30) days of Directors does not approve the delivery of the Election Notice, each Party shall select an unsolicited proposal described herein independent investment bank, and those two investment banks shall then select a third independent investment bank that shall be the investment bank that assists the Parties in the sale of the Company. If, as a result of this sales procedure, a third party purchaser offers to buy the entire Company or the Company Interests of both Parties on terms approved in writing by the Parties, then the Parties shall approve, cooperate with and participate in such sale on such terms. Such approval, cooperation and participation shall include, without limitation, each Party’s obligation to (i) vote all of its voting interests in the Company will not in favor of such sale and/or cause its Board designees to approve such proposed sale, in each case upon the terms as put forward by the third party, (ii) in the event such sale is structured as a sale of the Parties’ Company Interests, sell such Party’s Company Interest to the third party on such terms, and (iii) execute and deliver any and all related documents and take such other actions in support of such sale as shall reasonably be required requested by the third party (including, without limitation, executing and delivering any instruments of conveyance and transfer, purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and/or any similar or related documents). Should the auction process fail to permit result in any Restricted Party to submit a proposal to enter into a Sale Transactionmutually acceptable purchase offers, then the Parties shall proceed with Article 22. Notwithstanding the foregoing, if acceptable to both Parties, instead of selling the Company as provided above, the Parties may comply with their obligations under this Section 7.4(b) shall not apply with respect to an unsolicited proposal to enter into a Sale Transaction at any time from and after the date on which 14.8 by reincorporating the Company initiates in Delaware as a process to enter into a Sale Transaction and“C” corporation and conducting an initial public offering of the Company’s common stock; provided, however, that neither Party may purchase any shares of the Company’s common stock in such an initial public offering, in connection therewiththe public market, complies with or otherwise, without the provisions prior written consent of Section 7.4(a) abovethe other Party.

Sale of the Company. (a) Notwithstanding Subject to Section 8.4(b), with the restrictions prior approval of Supermajority Consent, the Members constituting such Supermajority Consent (solely in the case of this Section 7.3 or anything else 10.5, the “Initiating Members”) shall have the right to effect a Sale of the Company to a third party buyer that is not an Affiliate of any Initiating Member, subject to the contrary conditions and in this Agreement, if accordance with the Company initiates any process to sell substantially all of the assets of the Company, whether by way or merger or consolidation, stock purchase, asset sale or otherwise (each of the events procedures described in this subsection, a “Sale Transaction”) at any time during Section 10.5. The Initiating Members shall provide the 5-Year Standstill Period when the Restricted Parties collectively own other Members with at least 10% forty-five (45) days advance notice of its intent to exercise its rights under this Section 10.5. The proceeds of any such Sale of the Shares then outstanding (on an as-converted basis), then, the Restricted Parties Company shall be entitled to participate as a bidder shared by all Members in such process to the same extent and on the same basis manner as if such proceeds had been distributed by the Company generally permits other third parties pursuant to participate and to take actions incidental theretoSection 11.3(a). (b) In any Sale of the Company in which Members will Transfer Units, each Member shall agree to make to the buyer the same representations and warranties, covenants and indemnities as the Initiating Members agree to make in connection with the Sale of the Company; provided, that (i) no Member shall be liable for the breach of any covenant by another such Member, (ii) in no event shall any such Member be required to make representations and warranties or provide indemnities as to any other Member and (iii) any liability relating to representations and warranties (and related indemnities), other indemnification obligations or purchase price adjustments (including in each case related escrow or holdback arrangements) regarding the Business in connection with the Sale of the Company shall be shared by each Member pro rata in proportion to the consideration to be received in the Sale of the Company by each such Member; provided, that no Member shall be liable with respect to such indemnification obligations (other than indemnification obligations with respect to fraud, bad faith, gross negligence or willful misconduct) in excess of the consideration to be received in the Sale of the Company by such Member. In no event shall any Member be required to be bound by any non-compete, no contact, non-solicit, or similar restrictive covenants (other than a confidentiality covenant on terms substantially similar to those herein) in connection with any Sale of the Company. (c) Notwithstanding the restrictions in Section 7.3 or anything else to the contrary herein, in connection with a Transfer (under this Agreement, if the Agreement or any other related agreement or otherwise) by any Blocker Company receives an unsolicited proposal to enter into a Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding Investor (on an as-converted basisor direct or indirect beneficial owner thereof), then at least 12 Business Days prior to the approval of the Board of Directors of any definitive agreement relating to such unsolicited proposal, the Company shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties other Members shall have the right to submit to the Board of Directors, within 10 Business Days after the Company provides such notice, a proposal to enter into a Sale Transaction with the Company, which proposal the Board of Directors shall consider in good faith. If the Board of Directors does not approve an unsolicited proposal described herein then the Company will not be required to permit any Restricted Party Blocker Company Investor to submit a proposal to enter into a Sale Transaction. Notwithstanding the foregoingTransfer shares, this Section 7.4(b) shall not apply units, interests, or other similar rights with respect to an unsolicited proposal such Blocker Company pursuant to enter into such Transfer, instead of Units (a “Blocker Transfer”). In connection with one or more Blocker Transfers: (A) each Blocker Company Investor and its Affiliates shall be permitted to take reasonable actions to restructure their holdings with respect to the relevant Blocker Company and the Units directly or indirectly held thereby; and (B) the Blocker Company Investors and other Members shall be entitled to receive the same value of capital stock, units or interests and any other consideration (including cash) as they would be entitled to receive if all Members and Blocker Companies had directly transferred the Units held by them (i.e., no discount or premium shall be disproportionately borne or received by a Blocker Company Investor on account of the transfer of a Blocker Company). (d) The Initiating Members may cause a Sale Transaction at any time from and after the date on which of the Company initiates pursuant to an IPO. In connection with an IPO, the Initiating Members may cause the Company to use any structure or means by which to effect an IPO, including by the conversion of the Company or any Subsidiary of the Company or any portion of the Company or any Subsidiary of the Company into one or more other business entities (any such conversion or other means, a process “Reorganization” and the resulting vehicle that will participate in an IPO, the “PublicCo”), provided, that (i) each Member shall receive the same economic rights in any such successor entity as in effect immediately prior to enter into such Reorganization; (ii) such Reorganization does not materially and adversely affect the tax liability of any Member; and (iii) to the extent reasonably practicable, such Reorganization shall be structured in a Sale Transaction andtax-deferred (and otherwise tax-efficient) manner for the Members. Each of the Members shall take all actions reasonably requested by the Initiating Members in connection with the consummation of such Reorganization, including consenting to, voting for and participating in any exchange or other transaction required in connection with such Reorganization. No Member shall have any right to vote, consent to or approve any Reorganization in connection with an IPO, unless required by applicable Law. Each of the Members shall take all necessary or desirable actions reasonably requested by the Initiating Members in connection with the consummation of an IPO, including compliance with the requirements of all Laws and regulatory bodies that are applicable or that have jurisdiction over such IPO. If such IPO is an underwritten offering if requested by the managing underwriters, each of the Members shall execute customary lock-up agreements with respect to their Interests or any securities received by them in any attendant Reorganization. (e) Without limiting the generality of Section 10.5(d) and notwithstanding anything to the contrary herein, upon the written request of a Blocker Company Investor, in connection therewithwith a Sale of the Company pursuant to an IPO, complies such Blocker Company Investor shall be permitted to merge one or more of its Blocker Companies meeting the requirements set forth in Section 10.5(d)(i), into PublicCo or to contribute its respective shares, units, interests or other similar rights with respect to such Blocker Company to PublicCo in connection with any Reorganization (any such merger or contribution, a “Blocker Company Contribution”), the Company and each Member shall give effect to and permit such Blocker Company Contribution substantially concurrently with the provisions consummation of the Reorganization and the PublicCo and each Member shall use reasonable best efforts to take such administrative actions and execute such documents as may be reasonably necessary to permit such Blocker Company Contribution to occur on a tax-deferred basis (including, as appropriate, under Code Section 7.4(a368(a) aboveor Code Section 351(a)) and to otherwise cause any such Blocker Company Contribution to be structured and consummated in a manner that does not result in taxation to the Blocker Company or Blocker Company Investors.

Sale of the Company. (a) Notwithstanding the restrictions in Subject to Section 7.3 or anything else to the contrary in this Agreement9.9(d) below, if the Company initiates any process breaches or fails to sell substantially all perform or observe its obligations arising under Section 9.2(a) hereof and such breach, failure or non-observance continues to exist for four consecutive fiscal quarters, then the holders of a majority of the assets of the Company, whether by way or merger or consolidation, stock purchase, asset sale or otherwise (each of the events described in this subsection, a “Sale Transaction”) at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Series B Shares then outstanding (on an as-converted basis), then, the Restricted Parties shall be entitled to participate as a bidder in such process to the same extent and on the same basis as the Company generally permits other third parties to participate and to take actions incidental thereto. (b"INITIATING HOLDERS") Notwithstanding the restrictions in Section 7.3 or anything else to the contrary in this Agreement, if the Company receives an unsolicited proposal to enter into a Sale Transaction at any time during the 5-Year Standstill Period when the Restricted Parties collectively own at least 10% of the Shares then outstanding (on an as-converted basis), then at least 12 Business Days prior to the approval of the Board of Directors of any definitive agreement relating to such unsolicited proposal, the Company shall notify the Restricted Parties in writing of such unsolicited proposal and the terms thereof and the Restricted Parties shall have the right to submit cause the Company to seek a buyer for all of the assets or issued and outstanding capital stock of the Company. The Initiating Holders shall exercise their rights under Section 9.9(a) by delivery of a written notice to the Company and all other Purchasers to such effect, and identifying an investment bank (the "INVESTMENT BANK"), which firm shall be reasonably acceptable to the Board of Directors, within 10 Business Days after to conduct such sale. (b) Upon delivery to the Company provides of a written notice referred to in Section 9.9(a), the Company and each other party hereto agrees to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to effect the sale of the Company in accordance with the following provisions (it being understood that no Purchaser shall be required under this Section 9.9 to vote in favor of such noticesale or to sell their shares of the Company's capital stock pursuant to such sale): (i) The Investment Bank will establish procedures reasonably acceptable to the Initiating Holders to effect an orderly sale of the Company with the objective of achieving the highest practicable value for the stockholders of the Company within a reasonable period of time. The Company agrees to cooperate with the Investment Bank in accordance with such procedures, and agrees to use its reasonable best efforts to reach agreement on the optimum structure and the terms and conditions for the sale of the Company (including whether such sale will be by merger or sale of assets or capital stock) and will retain independent legal counsel of appropriate expertise, reasonably acceptable to the Initiating Holders, to advise the Company on such sale. To the extent permitted by applicable law, the Company agrees to pay all fees and expenses of the Investment Bank and such legal counsel, as well as the fees and expenses of one law firm retained by the Initiating Holders in connection with such sale. (ii) If the sale of the Company is structured as a proposal sale of assets, the Company agrees to enter into a Sale Transaction with execute and deliver or cause to be executed and delivered all documents, certificates, agreements and other writings and to take, or cause to be taken, all such actions as may be necessary or desirable to vest in the purchaser(s) thereof good and marketable title to such assets. (iii) The rights and obligations of the Purchasers under this Section 9.9(b) shall be subject to the following conditions: (A) upon the consummation of any such sale of the capital stock of the Company, which proposal each Purchaser will receive consideration in an amount per Series B Share at least equal to the Board Series B Liquidation Preference in effect from time to time; (B) upon the consummation of Directors shall consider any such sale of the capital stock of the Company, all of the Purchasers will receive the same form and amount of consideration per share of capital stock or if any Purchaser is given an option as to the form of consideration to be received, all Purchasers participating therein will be given the same option; and (C) in good faith. If the Board case of Directors does not approve an unsolicited proposal described herein then any such sale of the Company issued capital stock of the Company, the liability of any Purchaser for misrepresentation or indemnity will not exceed an amount equal to the proceeds received by such Purchaser in such sale (provided, that in no event shall any Purchaser be required to permit make any Restricted Party representation or warranty concerning the Company, its Subsidiaries or their respective businesses or to submit a proposal provide any indemnity with respect to enter into a Sale Transaction. the breach of any such representations and warranties). (c) In connection with any sale of the Company conducted pursuant to this Section 9.9, the Company shall take all actions necessary to ensure that the Rights Plan shall not apply to such transaction. (d) Notwithstanding the foregoing, the rights set forth in this Section 7.4(b) 9.9 shall not apply with respect to an unsolicited proposal to enter into a Sale Transaction be effective at any time from and after when representatives of the date on which Purchasers constitute a majority of the Company initiates a process Board of Directors, whether elected pursuant to enter into a Sale Transaction and, in connection therewith, complies with Section 5B or Section 8B of the provisions Series B Preferred Stock Certificate of Section 7.4(a) aboveDesignations or otherwise.