Common use of Tag-Along Right Clause in Contracts

Tag-Along Right. (a) Following the expiration of the Transfer Restriction Period, if a Member (the “Tag-Along Seller”) proposes to Transfer all or any portion of its Company Interests that is greater than ten percent (10%) of the Company’s then issued and outstanding Company Interests (the “Tag-Along Offered Company Interests”) to a Third Party Purchaser (the “Tag-Along Sale”), and ROFR Purchasing Members have not exercised their rights under Section 9.6 to purchase all of the Tag-Along Offered Company Interests, the Tag-Along Seller shall deliver written notice to each other Member of such proposed Transfer (the “Tag Notice”), which Tag Notice shall make reference to each other Member’s tag-along right under this Section 9.6 and include the material terms and conditions on which the Tag-Along Seller would Transfer the Tag-Along Offered Company Interests, including the identity of the Third Party Purchaser, the purchase price to be paid for the Tag-Along Offered Company Interests in such Transfer, the terms for payment, conditions precedent for consummation of such Transfer, the expected timing for consummation of such Transfer and a copy of any agreement executed, or form of agreement proposed to be executed, in connection with such Transfer. Upon receipt of a Tag Notice, each other Member shall have the right to participate with the Tag-Along Seller in such sale to the Third Party Purchaser (a “Tag-Along Right”) and to Transfer its Ownership Percentage of the Tag-Along Offered Company Interests (the “Tag-Along Company Interests”) to the Third Party Purchaser in accordance with this Section 9.6, which Tag-Along Right may be exercised only if the other Member delivers written notice thereof (the “Tag Exercise Notice”) to the Tag-Along Seller within twenty (20) Business Days after the delivery of the Tag Notice (“Tag-Along Acceptance Period”) (each such exercising other Member, a “Tagging Person”). The failure by any other Member to deliver a Tag Exercise Notice within the Tag-Along Acceptance Period shall be deemed an irrevocable waiver by such other Member of its Tag-Along Right to participate in such Transfer and the Tag-Along Seller shall be free to sell to a Third Party Purchaser the Tag-Along Offered Company Interests and any additional Company Interests owned by the Tag-Along Seller. (b) If the Tagging Person timely delivers a Tag Exercise Notice to the Tag-Along Seller in accordance with this Section 9.6, then: (i) such Tag Exercise Notice shall include wire transfer or other instructions for payment of any consideration for the Tag-Along Company Interests and shall constitute such Tagging Person’s binding agreement to Transfer to such Third Party Purchaser the Tag-Along Company Interests free and clear of any and all encumbrances and on the same terms and conditions with respect to the Transfer of Company Interests as applicable to the Tag-Along Seller (including for the same purchase price per Company Interest); provided that the Tag-Along Seller shall have no liability to any Tagging Person or any other Person if the purchase of the Tag-Along Offered Company Interests from the Tag-Along Seller and the purchase of the Tag-Along Company Interests from a Tagging Person are not consummated for any reason; (ii) any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser shall be conditioned on the concurrent purchase by the Third Party Purchaser of the Tag-Along Company Interests from the Tagging Person on the same terms and conditions as the purchase of the Tag-Along Offered Company Interests from the Tag-Along Seller and the Company shall not give effect to or record in the corporate books any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser unless the Transfer by the Tagging Person of the Tag-Along Company Interests to the Third Party Purchaser is consummated at the same time; provided that if the Tag-Along Seller is ready, willing and able to consummate its Transfer of the Tag-Along Offered Company Interests and notifies the Tagging Person of its intention to consummate such Transfer, the Tagging Person shall use reasonable best efforts to consummate the Transfer of the Tag-Along Company Interests as soon as reasonably practicable; provided, further, that the Tag-Along Seller shall be entitled to consummate the Transfer of the Tag-Along Offered Company Interests as if the Tagging Person had failed to deliver a Tag Notice within the Tag-Along Acceptance Period if the Tagging Person does not consummate the Transfer of the Tag-Along Company Interests within five (5) days of such notice, including the right to Transfer additional Company Interests as provided in Section 9.7(a); (iii) The Tagging Person shall (A) make such representations, warranties and covenants, provide such indemnities and enter into such definitive agreements on the same terms as the Tag-Along Seller (taking into account each Member’s proportionate share of the Company Interests); provided that if the Tagging Person is required to provide any representations or indemnities in connection with such Transfer, liability for misrepresentation or indemnity shall (as to the Tagging Person) be expressly stated to be several but not joint and the Tagging Person shall not (other than with respect to representations and indemnities concerning the Tagging Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement) be liable for more than its pro rata share (based on the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members) of any liability for misrepresentation or indemnity or be liable for any representations or warranties made by the Tag-Along Seller or any other Tagging Person with respect to such Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement (or any other individual seller representations); (B) contribute to and participate in any escrow or holdback arrangements, adjustments in purchase price and transaction expenses proportionally on the basis of the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members and (C) not be required to enter into or agree to any non-compete or similar restrictive covenant; and (iv) Promptly after the consummation of the Tag-Along Sale, the Tag-Along Seller shall (A) notify the Tagging Person thereof; (B) if not remitted directly to the Tagging Person, remit to the Tagging Person the total consideration for the Company Interests of the Tagging Person Transferred pursuant thereto less the Tagging Persons’ pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with this Section 9.6, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag Exercise Notices; and (C) furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Person. The Tag-Along Seller shall promptly remit to the Tagging Person, if not remitted directly to the Tagging Person, any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price. (c) If any other Member fails to, or declines to, exercise its Tag-Along Right, the Tag-Along Seller shall have 12 months from the expiration of the Tag-Along Acceptance Period to Transfer the Tag-Along Offered Company Interests to the Third Party Purchaser described in the Tag Notice, on substantially the same terms and conditions set forth in the Tag Notice. If at the end of such period, the Tag-Along Seller has not completed such Transfer, Tag-Along Seller may not effect a Transfer of the Tag-Along Offered Company Interests without complying with the provisions of this Section 9.6. (d) For purposes of this Section 9.6, all references to “Tag-Along Seller,” “Tagging Person” and “other Member” shall include their respective Permitted Transferees; provided that for so long as LMC and FX are Members, LMC and FX shall each have the sole right to exercise the Tag-Along Right and deliver the Tag Exercise Notice on behalf of itself and all of its Permitted Transferees and otherwise act on their behalf under this Section 9.6. The Tag-Along Seller and each Tagging Person shall each be responsible for (and shall ensure) their respective Permitted Transferees’ compliance with this Section 9.6.

Tag-Along Right. (a) Following the expiration Without limiting any of the Transfer Restriction Periodrights of BH under this Agreement, if BH receives a Member bona fide written offer (a “Tag-Along Offer”) from an unrelated third party (the “Tag-Along SellerAssignee”) proposes to Transfer purchase all or any portion of its Company Interests that is greater than ten percent (10%) BH’s Interest, and BH wishes to accept the Tag-Along Offer, except if a For Cause Event shall have occurred or an uncured Event of the Company’s then issued Default shall have occurred and outstanding Company Interests be continuing, BH shall give DD-CTP written notice (the “Tag-Along Offered Company InterestsNotice”) stating the terms of the proposed sale, the amount of BH’s Interest which the Tag-Along Assignee intends to a Third Party Purchaser purchase and the name of the Tag-Along Assignee. DD-CTP shall have the right (the “Tag-Along SaleRight”), and ROFR Purchasing Members have not exercised their rights under Section 9.6 to purchase all exercisable by the delivery of the Tag-Along Offered Company Interests, the Tag-Along Seller shall deliver written notice to each other Member of such proposed Transfer during the fifteen (the “Tag Notice”), which Tag Notice shall make reference to each other Member’s tag-along right under this Section 9.6 and include the material terms and conditions on which the Tag-Along Seller would Transfer the Tag-Along Offered Company Interests, including the identity of the Third Party Purchaser, the purchase price to be paid for the Tag-Along Offered Company Interests in such Transfer, the terms for payment, conditions precedent for consummation of such Transfer, the expected timing for consummation of such Transfer and a copy of any agreement executed, or form of agreement proposed to be executed, in connection with such Transfer. Upon receipt of a Tag Notice, each other Member shall have the right to participate with the Tag-Along Seller in such sale to the Third Party Purchaser (a “Tag-Along Right”15) and to Transfer its Ownership Percentage of the Tag-Along Offered Company Interests day period (the “Tag-Along Company Interests”) to the Third Party Purchaser in accordance with this Section 9.6, which Tag-Along Right may be exercised only if the other Member delivers written notice thereof (the “Tag Exercise Notice”) to the Tag-Along Seller within twenty (20) Business Days after the delivery of the Tag Notice (“Tag-Along Acceptance Option Period”) (each such exercising other Member, a “Tagging Person”). The failure by any other Member to deliver a Tag Exercise Notice within immediately following the Tag-Along Acceptance Period shall be deemed an irrevocable waiver by such other Member of its Tag-Along Right to participate in such Transfer and the Tag-Along Seller shall be free to sell to a Third Party Purchaser the Tag-Along Offered Company Interests and any additional Company Interests owned by the Tag-Along Seller. (b) If the Tagging Person timely delivers a Tag Exercise Notice to the Tag-Along Seller in accordance with this Section 9.6, then: (i) such Tag Exercise Notice shall include wire transfer or other instructions for payment of any consideration for the Tag-Along Company Interests and shall constitute such Tagging Person’s binding agreement to Transfer to such Third Party Purchaser the Tag-Along Company Interests free and clear of any and all encumbrances and on the same terms and conditions with respect to the Transfer of Company Interests as applicable to the Tag-Along Seller (including for the same purchase price per Company Interest); provided date that the Tag-Along Seller shall have no liability Notice is received by DD-CTP, to any Tagging Person or any other Person if the purchase of require the Tag-Along Offered Company Interests from Assignee to purchase up to the same proportionate part of DD-CTP’s Interest. The Tag-Along Seller and the purchase of the Tag-Along Company Interests from a Tagging Person are not consummated for any reason; (ii) any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser Right shall be conditioned on the concurrent purchase by the Third Party Purchaser of the Tag-Along Company Interests from the Tagging Person on the same terms and conditions as the Tag-Along Offer and will be for the same proportionate purchase price and, unless otherwise agreed by DD-CTP, a closing pursuant to the Tag-Along Right shall be a condition precedent to the sale of all or any portion of BH’s Interest to the Tag-Along Assignee (a “Tag-Along Sale”) to the extent DD-CTP exercises such Tag-Along Right in accordance with the terms hereof and such sale by BH is to an unrelated third party. (b) If (i) DD-CTP fails to exercise the Tag-Along Right during the Tag-Along Option Period, or (ii) if DD-CTP notifies BH, in writing, during the Tag-Along Option Period, that DD-CTP will not exercise the Tag-Along Right, then BH may sell the Interest that was the subject of the Tag-Along Offered Company Interests from Offer to the Tag-Along Seller and Assignee on the Company shall not give effect to or record terms specified in the corporate books any Transfer by the Tag-Along Seller Offer free of the Tag-Along Offered Company Interests to the Third Party Purchaser unless the Transfer by the Tagging Person of the Tag-Along Company Interests to the Third Party Purchaser is consummated at the same timeRight; provided that if the Tag-Along Seller is ready, willing and able to consummate its Transfer of the Tag-Along Offered Company Interests and notifies the Tagging Person of its intention to consummate such Transfer, the Tagging Person shall use reasonable best efforts to consummate the Transfer of the Tag-Along Company Interests as soon as reasonably practicable; provided, further, that the Tag-Along Seller shall be entitled to consummate the Transfer of the Tag-Along Offered Company Interests as if the Tagging Person had failed to deliver a Tag Notice within the Tag-Along Acceptance Period if the Tagging Person does not consummate the Transfer of the Tag-Along Company Interests within five (5) days of such notice, including the right to Transfer additional Company Interests as provided in Section 9.7(a); (iii) The Tagging Person shall (A) make such representations, warranties and covenants, provide such indemnities and enter into such definitive agreements on the same terms as the Tag-Along Seller (taking into account each Member’s proportionate share of the Company Interests); provided that if the Tagging Person is required to provide any representations or indemnities in connection with such Transfer, liability for misrepresentation or indemnity shall (as to the Tagging Person) be expressly stated to be several but not joint and the Tagging Person shall not (other than with respect to representations and indemnities concerning the Tagging Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement) be liable for more than its pro rata share (based on the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members) of any liability for misrepresentation or indemnity or be liable for any representations or warranties made by the Tag-Along Seller or any other Tagging Person with respect condition precedent to such Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement (or any other individual seller representations); (B) contribute to and participate in any escrow or holdback arrangements, adjustments in purchase price and transaction expenses proportionally on the basis of the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members and (C) not be required to enter into or agree to any non-compete or similar restrictive covenant; and (iv) Promptly after the consummation of the Tag-Along Sale, the Tag-Along Seller shall (A) notify Assignee agrees, in writing, to be subject to and abide by all the Tagging Person thereof; (B) if not remitted directly terms, provisions, covenants, agreements and conditions of this Agreement. If, however, the sale to the Tagging Person, remit to the Tagging Person the total consideration for the Company Interests of the Tagging Person Transferred pursuant thereto less the Tagging Persons’ pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with this Section 9.6, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag Exercise Notices; and (C) furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Person. The Tag-Along Seller shall promptly remit Assignee is not consummated pursuant to the Tagging Personterms and conditions contained in the Tag-Along Offer within one hundred and eighty (180) days after DD-CTP receives the Tag-Along Notice, if not remitted directly to the Tagging Person, any additional consideration payable upon the release of any escrows, holdbacks or adjustments Tag-Along Right as set out in purchase pricethis Section 9.5 shall again be effective. (c) If At the closing of any other Member fails to, or declines to, exercise its Tag-Along RightSale, each of the Tag-Along Seller Members shall have 12 months execute and deliver such bills of sale, instruments of conveyance, assignments and other instruments as may reasonably be required, to give good and clear title to its interest in the Company. Each Member shall share pro rata (based upon their respective Company Interests) in (i) any indemnity liability to the proposed transferee, (ii) any escrow established for the purpose of satisfying any such liability, (iii) the proceeds from the expiration sale, (iv) any real property transfer taxes, (v) any prepayment or penalty fees in connection with any loan secured by the Company Property (vi) all expenses of investigating and consummating the Tag-Along Acceptance Period to Transfer the Tag-Along Offered Company Interests transactions contemplated by this Section 9.5 (whether or not consummated), and (vii) all other rights and obligations with respect to the Third Party Purchaser described in the Tag Notice, on substantially the same terms and conditions set forth in the Tag Notice. If at the end of such period, the Tag-Along Seller has not completed such Transfer, Tag-Along Seller may not effect a Transfer of the Tag-Along Offered Company Interests without complying with the provisions of this Section 9.6sale. (d) For purposes of this Section 9.6, all references to “Tag-Along Seller,” “Tagging Person” and “other Member” shall include their respective Permitted Transferees; provided that for so long as LMC and FX are Members, LMC and FX shall each have the sole right to exercise the Tag-Along Right and deliver the Tag Exercise Notice on behalf of itself and all of its Permitted Transferees and otherwise act on their behalf under this Section 9.6. The Tag-Along Seller and each Tagging Person shall each be responsible for (and shall ensure) their respective Permitted Transferees’ compliance with this Section 9.6.

Tag-Along Right. (a) Following the expiration If CW Holdings desires to sell all of the Transfer Restriction PeriodCompany Securities it holds and has obtained the written consent Dxxxxxx as required by Section 3.1(a), if a Member CW Holdings shall first obtain an arm’s length, bona fide, legally enforceable written offer, acceptable to CW Holdings, from an unrelated third party to purchase the Company Securities. CW Holdings shall give written notice of such proposed sale (the “Tag-Along Seller”) proposes to Transfer all or any portion Notice of its Company Interests that is greater than ten percent (10%) of the Company’s then issued and outstanding Company Interests (the “Tag-Along Offered Company InterestsSale”) to a Third Party Purchaser (Dxxxxxx, setting forth the “Tag-Along Sale”), and ROFR Purchasing Members have not exercised their rights under Section 9.6 to purchase all name of the Tag-Along Offered Company Interestsprospective buyer, the Tag-Along Seller consideration to be paid, payment terms and other material terms of the sale. The Notice of Sale shall deliver written notice to each other Member of such proposed Transfer (include the “Tag Notice”)anticipated closing date, which Tag Notice shall make reference to each other Member’s tag-along right under this Section 9.6 and include the material terms and conditions on which the Tag-Along Seller would Transfer the Tag-Along Offered Company Interests, including the identity of the Third Party Purchaser, the purchase price to be paid for the Tag-Along Offered Company Interests in such Transfer, the terms for payment, conditions precedent for consummation of such Transfer, the expected timing for consummation of such Transfer and a copy of any agreement executed, or form of agreement proposed to be executed, in connection with such Transfer. Upon receipt of a Tag Notice, each other Member shall have the right to participate with the Tag-Along Seller in such sale to the Third Party Purchaser (a “Tag-Along Right”) and to Transfer its Ownership Percentage of the Tag-Along Offered Company Interests (the “Tag-Along Company Interests”) to the Third Party Purchaser in accordance with this Section 9.6, which Tag-Along Right may be exercised only if the other Member delivers written notice thereof (the “Tag Exercise Notice”) to the Tag-Along Seller within not less than twenty (20) Business Days days and not more than ninety (90) days after the delivery date of the Tag Notice (“Tag-Along Acceptance Period”) (each such exercising other Member, a “Tagging Person”)of Sale. The failure by any other Member Dxxxxxx shall have the option to deliver a Tag Exercise Notice within the Tag-Along Acceptance Period shall be deemed an irrevocable waiver by such other Member of its Tag-Along Right to participate in such Transfer notify CW Holdings that Dxxxxxx and the Tag-Along Seller shall be free his Permitted Transferees wish to sell to a Third Party Purchaser the Tag-Along Offered all of their Company Interests and any additional Company Interests owned by the Tag-Along Seller. (b) If the Tagging Person timely delivers a Tag Exercise Notice Securities to the Tag-Along Seller in accordance with this Section 9.6, then: (i) such Tag Exercise Notice shall include wire transfer or other instructions for payment of any consideration for the Tag-Along Company Interests and shall constitute such Tagging Person’s binding agreement to Transfer to such Third Party Purchaser the Tag-Along Company Interests free and clear of any and all encumbrances and on prospective buyer upon the same terms and conditions with respect (including without limitation, the same per share purchase price) as set forth in the Notice of Sale (the “Tag Along Right”). Such notice may be given to CW Holdings at any time prior to the Transfer tenth (10th) day preceding the closing date specified in the Notice of Company Interests as applicable Sale. If Dxxxxxx elects to exercise his Tag Along Right, then CW Holdings shall not thereafter consummate the Tag-Along Seller (including for the same purchase price per Company Interest); provided that the Tag-Along Seller shall have no liability to any Tagging Person or any other Person if the purchase sale of the Tag-Along Offered Company Interests from Securities it holds unless the Tag-Along Seller Company Securities of Dxxxxxx and the purchase of the Tag-Along Company Interests from a Tagging Person his Permitted Transferees are not consummated for any reason; (ii) any Transfer also purchased by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser shall be conditioned on the concurrent purchase by the Third Party Purchaser of the Tag-Along Company Interests from the Tagging Person on prospective buyer upon the same terms and conditions as (including without limitation, the same per share purchase price). If Dxxxxxx fails to timely, or elects not to, exercise his Tag Along Right, CW Holdings shall have the right, for a period of ninety (90) days from the date of the Tag-Along Offered Company Interests from the Tag-Along Seller and the Company shall not give effect Notice of Sale, to or record in the corporate books any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser unless the Transfer by the Tagging Person of the Tag-Along Company Interests to the Third Party Purchaser is consummated at the same time; provided that if the Tag-Along Seller is ready, willing and able to consummate its Transfer of the Tag-Along Offered Company Interests and notifies the Tagging Person of its intention to consummate such Transfer, the Tagging Person shall use reasonable best efforts to consummate the Transfer of the Tag-Along Company Interests as soon as reasonably practicable; provided, further, that the Tag-Along Seller shall be entitled to consummate the Transfer of the Tag-Along Offered Company Interests as if the Tagging Person had failed to deliver a Tag Notice within the Tag-Along Acceptance Period if the Tagging Person does not consummate the Transfer of the Tag-Along Company Interests within five (5) days of such notice, including the right to Transfer additional Company Interests as provided in Section 9.7(a); (iii) The Tagging Person shall (A) make such representations, warranties and covenants, provide such indemnities and enter into such definitive agreements on the same terms as the Tag-Along Seller (taking into account each Member’s proportionate share sell all of the Company Interests); provided that if the Tagging Person is required to provide any representations or indemnities in connection with such Transfer, liability for misrepresentation or indemnity shall (as Securities held by CW Holdings to the Tagging Person) be expressly stated to be several but not joint prospective buyer, for the consideration, and upon the Tagging Person shall not (payment terms and other than with respect to representations and indemnities concerning the Tagging Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement) be liable for more than its pro rata share (based on the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members) of any liability for misrepresentation or indemnity or be liable for any representations or warranties made by the Tag-Along Seller or any other Tagging Person with respect to such Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement (or any other individual seller representations); (B) contribute to and participate in any escrow or holdback arrangements, adjustments in purchase price and transaction expenses proportionally on the basis material terms of the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members and (C) not be required to enter into or agree to any non-compete or similar restrictive covenant; and (iv) Promptly after the consummation of the Tag-Along Sale, the Tag-Along Seller shall (A) notify the Tagging Person thereof; (B) if not remitted directly to the Tagging Person, remit to the Tagging Person the total consideration for the Company Interests of the Tagging Person Transferred pursuant thereto less the Tagging Persons’ pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with this Section 9.6, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag Exercise Notices; and (C) furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Person. The Tag-Along Seller shall promptly remit to the Tagging Person, if not remitted directly to the Tagging Person, any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price. (c) If any other Member fails to, or declines to, exercise its Tag-Along Right, the Tag-Along Seller shall have 12 months from the expiration of the Tag-Along Acceptance Period to Transfer the Tag-Along Offered Company Interests to the Third Party Purchaser described in the Tag Notice, on substantially the same terms and conditions sale set forth in the Tag NoticeNotice of Sale. If at the Company Securities held by CW Holdings are not sold by the end of such this ninety (90) day period, the Tag-Along Seller has not completed such Transfer, Tag-Along Seller may not effect a Transfer Company Securities held by CW Holdings shall continue to be subject to the requirements of the Tag-Along Offered Company Interests without complying with the provisions of Section 3.1 and this Section 9.64.1. (d) For purposes of this Section 9.6, all references to “Tag-Along Seller,” “Tagging Person” and “other Member” shall include their respective Permitted Transferees; provided that for so long as LMC and FX are Members, LMC and FX shall each have the sole right to exercise the Tag-Along Right and deliver the Tag Exercise Notice on behalf of itself and all of its Permitted Transferees and otherwise act on their behalf under this Section 9.6. The Tag-Along Seller and each Tagging Person shall each be responsible for (and shall ensure) their respective Permitted Transferees’ compliance with this Section 9.6.

Tag-Along Right. (a) Following If the expiration of Company and the Transfer Restriction Period, if a Member (Non-Selling Investors have in the “Tag-Along Seller”) proposes to Transfer all or any portion of its Company Interests that is greater than ten percent (10%) of the Company’s then issued and outstanding Company Interests (the “Tag-Along Offered Company Interests”) to a Third Party Purchaser (the “Tag-Along Sale”), and ROFR Purchasing Members have aggregate not exercised their rights under Section 9.6 elected to purchase all of the Offered Shares pursuant to Section 3, the Company shall give the Non-Selling Investors and the Management Stockholders, a notice within two (2) Business Days of the expiry of the Investor Election Period or the Second Investor Election Period, as the case may be, that all of the Offered Shares were not elected to be purchased and informing such Non-Selling Investor of their opportunity to participate in a tag-along sale pursuant to this Section 5 and informing the Management Stockholders of their opportunity to participate in the tag-along sale pursuant to the Management Stockholders Agreement. The other Investors and the Management Stockholders shall have the right, exercisable upon written notice to the Tag-Along Offered Company InterestsSeller within seven (7) Business Days after the expiration of the Investor Election Period or the Second Investor Election Period, as the case may be (the "TAG-ALONG ELECTION PERIOD"), to participate in the proposed Transfer by the Tag-Along Seller to any Person (the "TAG-ALONG TRANSFEREE") on the terms and conditions set forth in such Transfer Notice (such participation rights being hereinafter referred to as "TAG-ALONG RIGHTS"). Any other Investor and any Management Stockholder that has not notified the Tag-Along Seller of its intent to exercise Tag-Along Rights within the Tag-Along Election Period shall be deemed to have elected not to exercise such Tag-Along Rights with respect to the sale contemplated by such Transfer Notice. Each other Investor and Management Stockholder may participate with respect to the Shares owned by such Investor or with respect to the number of whole Restricted Shares (as defined in the Management Stockholders Agreement), including any (a) Restricted Shares issuable upon exercise of Vested Options (as defined in the Management Stockholders Agreement) or (b) any Restricted Shares that will be issuable pursuant to options that vest as a result of the consummation of the Transfer to the Tag-Along Transferee (collectively, "MANAGEMENT SHARES"), as the case may be, in an amount equal to the product obtained by multiplying (i) in the case of an Investor, the aggregate number of Shares owned by such other Investor on the date of the sale and, in the case of a Management Stockholder, the aggregate number of Management Shares owned by such other Management Stockholder on the date of the Sale by (ii) a fraction, the numerator of which is equal to the number of Shares proposed to be sold by the Tag-Along Seller and the denominator of which is the aggregate number of Shares owned by the Tag-Along Seller (the "ELIGIBLE SHARES"). If one or more other Investors and Management Stockholders elects not to include the maximum number of Eligible Shares in a proposed sale, the Tag-Along Seller shall deliver written give prompt notice to each other Member of such proposed Transfer participating Investor (the “Tag Notice”), which Tag Notice shall make reference to each other Member’s tag-along right under this Section 9.6 and include the material terms and conditions on which the Tag-Along Seller would Transfer the Tag-Along Offered Company Interests, including the identity of the Third Party Purchaser, the purchase price to be paid for the Tag-Along Offered Company Interests in such Transfer, the terms for payment, conditions precedent for consummation of such Transfer, the expected timing for consummation of such Transfer and a copy of any agreement executed, or form of agreement proposed to be executed, in connection with such Transfer. Upon receipt of a Tag Notice, each other Member shall have the right to participate with the Tag-Along Seller in such sale to the Third Party Purchaser (a “Tag-Along Right”) and to Transfer its Ownership Percentage of the Tag-Along Offered Company Interests (the “Tag-Along Company Interests”) to the Third Party Purchaser in accordance with this Section 9.6, which Tag-Along Right may be exercised only if the other Member delivers written notice thereof (the “Tag Exercise Notice”) to the Tag-Along Seller within twenty (20) Business Days after the delivery of the Tag Notice (“Tag-Along Acceptance Period”) (each such exercising other Member, a “Tagging Person”). The failure by any other Member to deliver a Tag Exercise Notice within the Tag-Along Acceptance Period shall be deemed an irrevocable waiver by such other Member of its Tag-Along Right to participate in such Transfer and the Tag-Along Seller shall be free to sell to a Third Party Purchaser the Tag-Along Offered Company Interests and any additional Company Interests owned by the Tag-Along Seller. ) and participating Management Stockholders and such other participating Investor and participating Management Stockholders may sell in the proposed sale a number of additional Shares or Management Shares, as the case may be, owned by any of them equal to their pro rata portion (b) If based upon the Tagging Person timely delivers a Tag Exercise Notice aggregate number of Shares owned by such Investor or the aggregate number of Management Shares owned by such Management Stockholder, as the case may be, relative to the Tag-Along Seller aggregate number of Shares and Management Shares owned by all Investors and Management Stockholders) of the number of Shares and Management Shares eligible to be included in accordance with this Section 9.6, then: (ithe proposed sale. Such additional Shares and Management Shares which any such Investor(s) or Management Stockholder(s) proposes to sell shall not be included in the calculation of Eligible Shares of such Tag Exercise Notice shall include wire transfer Investor or other instructions for payment of any consideration for Management Stockholder. To the Tag-Along Company Interests and shall constitute such Tagging Person’s binding agreement to Transfer to such Third Party Purchaser the Tag-Along Company Interests free and clear of any and all encumbrances and on the same terms and conditions with respect to the Transfer of Company Interests as applicable to the Tag-Along Seller (including for the same purchase price per Company Interest); provided extent that the Tag-Along Seller shall have no liability total number of Shares and Management Shares proposed to any Tagging Person or any other Person if the purchase of the Tag-Along Offered Company Interests from be sold by the Tag-Along Seller and the purchase number of Eligible Shares proposed to be sold by all of the other Investors and Management Stockholders collectively exceeds the number of Shares and Management Shares that the Tag-Along Company Interests from a Tagging Person are not consummated for any reason; (ii) any Transfer by Transferee is willing to purchase, the Tag-Along Seller number of the Tag-Along Offered Company Interests to the Third Party Purchaser shall be conditioned on the concurrent purchase by the Third Party Purchaser of the Tag-Along Company Interests from the Tagging Person on the same terms Shares and conditions as the purchase of the Tag-Along Offered Company Interests from Management Shares that the Tag-Along Seller and each other Investor and Management Stockholder propose to sell will be reduced pro rata based upon the Company shall not give effect to or record in the corporate books any Transfer by the Tag-Along Seller relative number of the Tag-Along Offered Company Interests to the Third Party Purchaser unless the Transfer by the Tagging Person of the Tag-Along Company Interests to the Third Party Purchaser is consummated at the same time; provided that if the Tag-Along Seller is ready, willing Shares and able to consummate its Transfer of the Tag-Along Offered Company Interests and notifies the Tagging Person of its intention to consummate such Transfer, the Tagging Person shall use reasonable best efforts to consummate the Transfer of the Tag-Along Company Interests as soon as reasonably practicable; provided, further, Management Shares that the Tag-Along Seller shall be entitled to consummate the Transfer of the Tag-Along Offered Company Interests as if the Tagging Person had failed to deliver a Tag Notice within the Tag-Along Acceptance Period if the Tagging Person does not consummate the Transfer of the Tag-Along Company Interests within five (5) days of such notice, including the right to Transfer additional Company Interests as provided in Section 9.7(a); (iii) The Tagging Person shall (A) make such representations, warranties and covenants, provide such indemnities and enter into such definitive agreements on the same terms as the Tag-Along Seller (taking into account each Member’s proportionate share of the Company Interests); provided that if the Tagging Person is required to provide any representations or indemnities in connection with such Transfer, liability for misrepresentation or indemnity shall (as to the Tagging Person) be expressly stated to be several but not joint and the Tagging Person shall not (other than with respect to representations and indemnities concerning the Tagging Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement) be liable for more than its pro rata share (based on the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members) of any liability for misrepresentation or indemnity or be liable for any representations or warranties made by the Tag-Along Seller or any other Tagging Person with respect to such Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement (or any other individual seller representations); (B) contribute to and participate in any escrow or holdback arrangements, adjustments in purchase price and transaction expenses proportionally on the basis of the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members and (C) not be required to enter into or agree to any non-compete or similar restrictive covenant; and (iv) Promptly after the consummation of the Tag-Along Sale, the Tag-Along Seller shall (A) notify the Tagging Person thereof; (B) if not remitted directly to the Tagging Person, remit to the Tagging Person the total consideration for the Company Interests of the Tagging Person Transferred pursuant thereto less the Tagging Persons’ pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with this Section 9.6, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag Exercise Notices; and (C) furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Person. The Tag-Along Seller shall promptly remit to the Tagging Person, if not remitted directly to the Tagging Person, any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price. (c) If any other Member fails to, or declines to, exercise its Tag-Along Right, the Tag-Along Seller shall have 12 months from the expiration of the Tag-Along Acceptance Period to Transfer the Tag-Along Offered Company Interests to the Third Party Purchaser described in the Tag Notice, on substantially the same terms and conditions set forth in the Tag Notice. If at the end of such period, the Tag-Along Seller has not completed such Transfer, Tag-Along Seller may not effect a Transfer of the Tag-Along Offered Company Interests without complying with the provisions of this Section 9.6. (d) For purposes of this Section 9.6, all references to “Tag-Along Seller,” “Tagging Person” and “other Member” shall include their respective Permitted Transferees; provided that for so long as LMC and FX are Members, LMC and FX shall each have the sole right to exercise the Tag-Along Right and deliver the Tag Exercise Notice on behalf of itself and all of its Permitted Transferees and otherwise act on their behalf under this Section 9.6. The Tag-Along Seller and each Tagging Person shall each be responsible for (other Investor and shall ensure) their respective Permitted Transferees’ compliance with this Section 9.6Management Stockholder had proposed to sell.

Tag-Along Right. If either AGTPL or GEPL desire to Transfer the Sale Shares to a third party and is the Selling Shareholder according to Article 169 above, the Selling Shareholder shall provide PTC a pro-rata tag along right based on the ratio of (ax) Following the expiration number of Sale Shares being sold by the Selling Shareholder to (y) the Selling Shareholder’s total shareholding in the Company (“Tag Ratio”). The Tag Ratio multiplied by 100 (Hundred) shall be referred to as the “Tag Percentage”. The Selling Shareholder shall send a written notice (“Tag Along Notice”) to PTC, setting forth in detail the terms of the Transfer Restriction Periodproposed sale, if a Member (including the “Tag-Along Seller”) proposes to Transfer all or any portion of its Company Interests that is greater than ten percent (10%name(s) of the Company’s then issued and outstanding Company Interests (the “Tag-Along Offered Company Interests”purchaser(s) to a Third Party Purchaser whom the proposed sale is to be made, price per Sale Share (the “Tag-Along SaleOffered Price”), and ROFR Purchasing Members have not exercised their rights under Section 9.6 to purchase all number of the Tag-Along Offered Company Interests, the Tag-Along Seller shall deliver written notice to each other Member of such proposed Transfer (the “Tag Notice”), which Tag Notice shall make reference to each other Member’s tag-along right under this Section 9.6 and include the material terms and conditions on which the Tag-Along Seller would Transfer the Tag-Along Offered Company Interests, including the identity of the Third Party Purchaser, the purchase price to be paid for the Tag-Along Offered Company Interests in such Transfer, the terms for payment, conditions precedent for consummation of such Transfer, the expected timing for consummation of such Transfer and a copy of any agreement executed, or form of agreement shares proposed to be executedsold and other material terms of the proposed sale, in connection with such Transferand date of the proposed sale which shall not be less than 30 (Thirty) Business Days from the date of receipt of Tag Along Notice by PTC. Upon receipt of a the Tag Along Notice, each other Member PTC shall have the right option to participate with the Tag-Along Seller in such sale Transfer a number of shares equal to the Third Party Purchaser product of (a “Tag-Along Right”i) Tag Percentage and to Transfer its Ownership Percentage (ii) the total number of Shares owned by PTC in the Tag-Along Offered Company Interests (the “Tag-Along Company Interests”) Company, to the Third Party Purchaser purchaser(s) on the terms and conditions mentioned in accordance with this Section 9.6, which Tag-the Tag Along Right may be exercised only if Notice by serving upon the other Member delivers Selling Shareholder a written notice thereof in that regard within 15 (the “Tag Exercise Notice”) to the Tag-Along Seller within twenty (20Fifteen) Business Days after the delivery of receipt of the Tag Along Notice (“Tag-Tag Along Acceptance Period”) (each such exercising other Member, a “Tagging PersonOption”). The failure by any other Member PTC may, at its discretion, choose not to deliver a exercise the Tag Exercise Notice within Along Option, in which case, the Tag-Along Acceptance Period shall be deemed an irrevocable waiver by such other Member of its Tag-Along Right to participate in such Transfer and the Tag-Along Seller Selling Shareholder shall be free to sell all the Sale Shares to a Third Party Purchaser the Tag-Along Offered Company Interests and any additional Company Interests owned by the Tag-Along Seller. (b) If the Tagging Person timely delivers a Tag Exercise Notice party on terms no more favourable to the Tag-buyer than stated in the Tag Along Seller Notice. If PTC exercises the Tag Along Option, the Selling Shareholder shall not Transfer the Sale Shares unless the shares with respect to which PTC has exercised the Tag Along Option are sold simultaneously, in each case in accordance with this Section 9.6, then: the Tag Along Notice. If PTC does not exercise its Tag Along Option and does not serve a written notice upon Selling Shareholder within 15 (iFifteen) such Tag Exercise Notice shall include wire transfer or other instructions for payment Business Days of any consideration for the Tag-Along Company Interests and shall constitute such Tagging Person’s binding agreement to Transfer to such Third Party Purchaser the Tag-Along Company Interests free and clear of any and all encumbrances and on the same terms and conditions with respect to the Transfer of Company Interests as applicable to the Tag-Along Seller (including for the same purchase price per Company Interest); provided that the Tag-Along Seller shall have no liability to any Tagging Person or any other Person if the purchase receipt of the Tag-Tag Along Offered Company Interests from Notice, then the Tag-Along Seller and the purchase of the Tag-Along Company Interests from a Tagging Person are not consummated for any reason; (ii) any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser shall be conditioned on the concurrent purchase by the Third Party Purchaser of the Tag-Along Company Interests from the Tagging Person on the same terms and conditions as the purchase of the Tag-Along Offered Company Interests from the Tag-Along Seller and the Company shall not give effect to or record in the corporate books any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser unless the Transfer by the Tagging Person of the Tag-Along Company Interests to the Third Party Purchaser is consummated at the same time; provided that if the Tag-Along Seller is ready, willing and able to consummate its Transfer of the Tag-Along Offered Company Interests and notifies the Tagging Person of its intention to consummate such Transfer, the Tagging Person shall use reasonable best efforts to consummate the Transfer of the Tag-Along Company Interests as soon as reasonably practicable; provided, further, that the Tag-Along Seller Selling Shareholder shall be entitled to consummate Transfer the Transfer of the Tag-Along Offered Company Interests as if the Tagging Person had failed to deliver a Tag Notice within the Tag-Along Acceptance Period if the Tagging Person does not consummate the Transfer of the Tag-Along Company Interests within five (5) days of such notice, including the right to Transfer additional Company Interests as provided in Section 9.7(a); (iii) The Tagging Person shall (A) make such representations, warranties and covenants, provide such indemnities and enter into such definitive agreements on the same terms as the Tag-Along Seller (taking into account each Member’s proportionate share of the Company Interests); provided that if the Tagging Person is required to provide any representations or indemnities in connection with such Transfer, liability for misrepresentation or indemnity shall (as Sale Shares to the Tagging Personpurchaser(s) be expressly stated to be several but not joint and the Tagging Person shall not (other than with respect to representations and indemnities concerning the Tagging Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement) be liable for more than its pro rata share (based on the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members) of any liability for misrepresentation or indemnity or be liable for any representations or warranties made by the Tag-Along Seller or any other Tagging Person with respect to such Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement (or any other individual seller representations); (B) contribute to and participate in any escrow or holdback arrangements, adjustments in purchase price and transaction expenses proportionally on the basis of the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members and (C) not be required to enter into or agree to any non-compete or similar restrictive covenant; and (iv) Promptly after the consummation of the Tag-Along Sale, the Tag-Along Seller shall (A) notify the Tagging Person thereof; (B) if not remitted directly to the Tagging Person, remit to the Tagging Person the total consideration for the Company Interests of the Tagging Person Transferred pursuant thereto less the Tagging Persons’ pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with this Section 9.6, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag Exercise Notices; and (C) furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Person. The Tag-Along Seller shall promptly remit to the Tagging Person, if not remitted directly to the Tagging Person, any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price. (c) If any other Member fails to, or declines to, exercise its Tag-Along Right, the Tag-Along Seller shall have 12 months from the expiration of the Tag-Along Acceptance Period to Transfer the Tag-Along Offered Company Interests to the Third Party Purchaser described mentioned in the Tag Notice, Along Notice at the Offered Price and on substantially the same terms and conditions set forth mentioned in the Tag Along Notice. If at the end of such period, the Tag-Along Seller has not completed such Transfer, Tag-Along Seller may not effect a Transfer of the Tag-Along Offered Company Interests without complying with the provisions of this Section 9.6. (d) For purposes of this Section 9.6, all references to “Tag-Along Seller,” “Tagging Person” and “other Member” shall include their respective Permitted Transferees; provided that for so long as LMC and FX are Members, LMC and FX shall each have the sole right to exercise the Tag-Along Right and deliver the Tag Exercise Notice on behalf of itself and all of its Permitted Transferees and otherwise act on their behalf under this Section 9.6. The Tag-Along Seller and each Tagging Person shall each be responsible for (and shall ensure) their respective Permitted Transferees’ compliance with this Section 9.6.

Tag-Along Right. (a) Following the expiration of the Transfer Restriction Period, if a Member (the “Tag-Along Seller”) proposes to Transfer all or any portion of its Company Interests that is greater than ten percent (10%) of the Company’s then issued and outstanding Company Interests (the “Tag-Along Offered Company Interests”) to a Third Party Purchaser (the “Tag-Along Sale”), and ROFR Purchasing Members have not exercised their rights under Section 9.6 to purchase all of the Tag-Along Offered Company Interests, the Tag-Along Seller shall deliver written notice to each other Member of such proposed Transfer (the “Tag Notice”), which Tag Notice shall make reference to each other Member’s tag-along right under this Section 9.6 and include the material terms and conditions on which the Tag-Along Seller would Transfer the Tag-Along Offered Company Interests, including the identity of the Third Party Purchaser, the purchase price to be paid for the Tag-Along Offered Company Interests in such Transfer, the terms for payment, conditions precedent for consummation of such Transfer, the expected timing for consummation of such Transfer and a copy of any agreement executed, or form of agreement proposed to be executed, in connection with such Transfer. 6.4.1 Upon receipt of a Tag Noticethe Sale Notice as provided in Clause 6.3.2 above, each other Member of the Investors and the Business Advisor(s)(the “Right Holders”) shall have the right to participate Transfer the Shares allotted under this Agreement, together with the TagSelling Promoter(s) on a pro-Along Seller rata basis and on the terms and conditions as set out in such sale to this Clause (the Third Party Purchaser (a “Tag-Tag Along Right”) at the Sale Price and subject to Transfer its Ownership Percentage any other terms and conditions that the Sale Shares may be subject to as mentioned in the Sale Notice. 6.4.2 If any of the Tag-Right Holders choose to exercise the Tag Along Offered Company Interests (Right, then such Right Holder shall serve upon the “Tag-Along Company Interests”) to the Third Party Purchaser in accordance with this Section 9.6, which Tag-Along Right may be exercised only if the other Member delivers Selling Promoter a written notice thereof in that regard within 10 (the “Tag Exercise Notice”) to the Tag-Along Seller within twenty (20ten) Business Days after the delivery of receipt of the Sale Notice by such Right Holder. 6.4.3 The Parties agree that any or all of the Right Holders may, at their discretion, choose not to exercise their Tag Notice (“Tag-Along Acceptance Period”) (each such exercising other MemberRight. In the event any of the Right Holders do not wish to exercise the Tag Along Right, a “Tagging Person”). The failure by any other Member to deliver a Tag Exercise Notice within then the Tag-Along Acceptance Period same shall be deemed an irrevocable waiver by such other Member informed to the Selling Promoter of its Tag-the same within 10 (ten) Business Days of receipt of the Sale Notice. 6.4.4 If any or all of the Right Holders exercise the Tag Along Right to participate in such Transfer and as mentioned above, then the Tag-Along Seller Selling Promoter shall be free to sell to a Third Party Purchaser the Tag-Along Offered Company Interests and any additional Company Interests owned by the Tag-Along Seller. (b) If the Tagging Person timely delivers a Tag Exercise Notice to the Tag-Along Seller in accordance with this Section 9.6, then: (i) such Tag Exercise Notice shall include wire transfer or other instructions for payment of any consideration for the Tag-Along Company Interests and shall constitute such Tagging Person’s binding agreement to Transfer to such Third Party Purchaser the Tag-Along Company Interests free and clear of any and all encumbrances and on the same terms and conditions with respect to the Transfer of Company Interests as applicable to the Tag-Along Seller (including for the same purchase price per Company Interest); provided ensure that the Tag-Along Seller shall have no liability to any Tagging Person Purchaser purchases or any other Person if the purchase of the Tag-Along Offered Company Interests from the Tag-Along Seller and the purchase of the Tag-Along Company Interests from a Tagging Person are not consummated for any reason; (ii) any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser shall be conditioned on the concurrent purchase by the Third Party Purchaser of the Tag-Along Company Interests from the Tagging Person on the same terms and conditions as the purchase of the Tag-Along Offered Company Interests from the Tag-Along Seller and the Company shall not give effect to or record in the corporate books any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser unless the Transfer by the Tagging Person of the Tag-Along Company Interests to the Third Party Purchaser is consummated at the same time; provided that if the Tag-Along Seller is ready, willing and able to consummate its Transfer of the Tag-Along Offered Company Interests and notifies the Tagging Person of its intention to consummate such Transfer, the Tagging Person shall use reasonable best efforts to consummate accepts the Transfer of the Tag-Along Company Interests as soon as reasonably practicable; provided, further, Shares of such Right Holder(s) along with the Sale Shares mentioned in the Sale Notice at the Sale Price and on the terms mentioned in the Sale Notice. The Selling Promoter shall ensure that the Tag-Along Seller shall be entitled to consummate Purchaser completes the Transfer of the Tag-Along Offered Company Interests Right Holders’ Shares at the same time as if the Tagging Person had failed to deliver a Tag Notice within the Tag-Along Acceptance Period if the Tagging Person does not consummate the completion of Transfer of the Tag-Sale Shares held by the Selling Promoter. The Selling Promoter shall ensure that under any and all circumstances, the Right Holders’ Shares are sold or Transferred to the Purchaser before the sale or Transfer of the Sale Shares, failing which the sale or Transfer of the Sale Shares by the Selling Promoter shall be void. 6.4.5 If none of the Right Holders exercise the Tag Along Company Interests Right and serve a written notice upon the Selling Promoter within five (5) days of such noticethe time period specified in Clause 6.4.2 above, including then the right Selling Promoter may sell or Transfer the Sale Shares to Transfer additional Company Interests as provided in Section 9.7(a); (iii) The Tagging Person shall (A) make such representations, warranties the Purchaser at the Sale Price and covenants, provide such indemnities and enter into such definitive agreements on the same terms as and conditions mentioned in the Tag-Along Seller Sale Notice (taking into account each Member’s proportionate share and not at any other price or on any other terms). 6.4.6 The Parties agree that if completion of the Company Interests); provided that if the Tagging Person is required to provide any representations or indemnities in connection with such Transfer, liability for misrepresentation or indemnity shall (as sale under Clause 6.4.5 to the Tagging Personproposed Purchaser does not take place within the period of 90 (ninety) be expressly stated to be several but not joint and the Tagging Person shall not (other than with respect to representations and indemnities concerning the Tagging Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement) be liable for more than its pro rata share (based on the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members) of any liability for misrepresentation or indemnity or be liable for any representations or warranties made by the Tag-Along Seller or any other Tagging Person with respect to such Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement (or any other individual seller representations); (B) contribute to and participate in any escrow or holdback arrangements, adjustments in purchase price and transaction expenses proportionally on the basis of the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members and (C) not be required to enter into or agree to any non-compete or similar restrictive covenant; and (iv) Promptly after the consummation of the Tag-Along Sale, the Tag-Along Seller shall (A) notify the Tagging Person thereof; (B) if not remitted directly to the Tagging Person, remit to the Tagging Person the total consideration for the Company Interests of the Tagging Person Transferred pursuant thereto less the Tagging Persons’ pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with this Section 9.6, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag Exercise Notices; and (C) furnish such other evidence of the completion and calendar days from the date of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Person. The Tag-Along Seller shall promptly remit to the Tagging Person, if not remitted directly to the Tagging Person, any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price. (c) If any other Member fails to, or declines to, exercise its Tag-Along RightSale Notice, the Tag-Along Seller Selling Promoter’s right to transfer under Clause 6.3 shall have 12 months from the expiration of the Tag-Along Acceptance Period to Transfer the Tag-Along Offered Company Interests to the Third Party Purchaser described in the Tag Notice, on substantially the same terms lapse and conditions set forth in the Tag Notice. If at the end of such period, the Tag-Along Seller has not completed such Transfer, Tag-Along Seller may not effect a Transfer of the Tag-Along Offered Company Interests without complying with the provisions of this Section 9.6Clause 6.4 shall once again apply. (d) For purposes of this Section 9.6, all references 6.4.7 The purchase or sale/Transfer under these Clauses 6.3 and 6.4 shall be subject to “Tag-Along Seller,” “Tagging Person” and “other Member” shall include their respective Permitted Transferees; provided that for so long as LMC and FX are Members, LMC and FX shall each have the sole right to exercise the Tag-Along Right and deliver the Tag Exercise Notice on behalf of itself and all of its Permitted Transferees and otherwise act on their behalf under this Section 9.6. The Tag-Along Seller and each Tagging Person shall each be responsible for (and shall ensure) their respective Permitted Transferees’ compliance with this Section 9.6necessary Consents being obtained.

Tag-Along Right. 9.1 Each Other Shareholder is entitled to request from the Selling Shareholder who is entitled to transfer Sale Shares to the Prospective Acquirer pursuant to Section 8.3 above, that all or a part of its shares regardless of the class of its shares in the Company are sold and/or transferred to the Prospective Acquirer on a pro rata basis at the terms and conditions set forth in the Transfer Notice. The tag-along right is to be exercised by written declaration to the Selling Shareholder within three (a3) Following the expiration weeks as of receipt of the Transfer Restriction PeriodNotice, stating the maximum (and, if desired minimum) number and class of shares in the Company that are being requested to be co-sold to the Prospective Acquirer and may be made jointly with the issuance of a Member Purchase Statement pursuant to Section 8.2. The Selling Shareholder shall inform the Prospective Acquirer about the fact and to what extent other Shareholders have exercised their tag-along rights. 9.2 Without undue delay (unverzüglich) after expiry of the “Tagthree (3) weeks period as set forth in Section 9.1, the Selling Shareholder is obliged to inform the Other Shareholders who have exercised their tag-Along Seller”along right in writing of the aggregate nominal amount of shares in the Company the Prospective Acquirer is prepared to acquire. If the Prospective Acquirer is not prepared to additionally acquire all the shares in the Company in respect of which a tag-along right pursuant to Section 9.1 has been exercised, then the Other Shareholders who have exercised their tag-along right shall inform the Selling Shareholder within one (1) proposes week after receipt of the notification under the preceding sentence, whether they request to sell their shares in the Company on a pro rata basis according to the nominal amount of shares in the Company held by the Selling Shareholder and such Other Shareholders inter se at the date of receipt of the Transfer Notice or all their shares in the Company pursuant to Section 9.3 below, as the case may be. Such request is binding on the Selling Shareholder; i.e., the Selling Shareholder shall procure that the Sale Shares and the shares in the Company in respect of which a tag-along right has been exercised are sold to the Prospective Acquirer in accordance with this Section 9.2 and the provisions below. 9.3 In the event that the Prospective Acquirer would hold directly and/or indirectly 50 % or more of all shares in the Company after acquisition of the Sale Shares and the shares from the Other Shareholders who have exercised their tag-along right under Section 9.2 above (if any), all Other Shareholders enjoy a tag-along right in accordance with the provisions of this Section 9 which may be exercised with respect to all of their shares in the Company, irrespective of the class, and any portion transfer to the Prospective Acquirer may only be made if the Prospective Acquirer, in the event the respective Other Shareholder who has exercised its tag-along right so demands, takes all shares in the Company held by the respective Other Shareholder. For the purposes of its the preceding provisions, shares in the Company Interests that already held and/or to be acquired in connection with such acquisition by an Affiliate of the Prospective Acquirer or a person acting in concert within the meaning of section 2 (5) Takeover Act (Wertpapiererwerbs- und Übernahme Gesetzt WpÜG) with the Prospective Acquirer are deemed to be held by the Prospective Acquirer. Sentence 1 of this Section 9.3 applies mutatis mutandis if the Prospective Acquirer is greater than ten percent (10%) a competitor of the Company or an Affiliate of a competitor of the Company’s then issued and outstanding Company Interests (. 9.4 If the “TagProspective Acquirer rejects to acquire the Sale Shares as well as the shares in respect of which a tag-Along Offered Company Interests”) along right under the preceding provisions has been exercised, either in total in case of Section 9.3 or on a pro rata basis in case of Section 9.1, none of the Sale Shares may be sold and/or transferred to a Third Party Purchaser (the “TagProspective Acquirer. 9.5 No tag-Along Sale”), and ROFR Purchasing Members have not exercised their rights along right applies with respect to share sales and/or transfers effected for implementation of the right of first refusal under Section 9.6 to purchase all of 8 or the Tag-Along Offered Company Interests, the Tag-Along Seller shall deliver written notice to each other Member of such proposed Transfer (the “Tag Notice”), which Tag Notice shall make reference to each other Member’s tag-along right under this Section 9.6 9. No share sale and include the material terms and conditions on which the Tag-Along Seller would Transfer the Tag-Along Offered Company Interests, including the identity no transfer effected for implementation of the Third Party Purchaser, the purchase price to be paid for the Tagtag-Along Offered Company Interests in such Transfer, the terms for payment, conditions precedent for consummation of such Transfer, the expected timing for consummation of such Transfer and a copy of any agreement executed, or form of agreement proposed to be executed, in connection with such Transfer. Upon receipt of a Tag Notice, each other Member shall have the along right to participate with the Tag-Along Seller in such sale to the Third Party Purchaser (a “Tag-Along Right”) and to Transfer its Ownership Percentage of the Tag-Along Offered Company Interests (the “Tag-Along Company Interests”) to the Third Party Purchaser in accordance with this Section 9.6, which Tag-Along Right may be exercised only if the other Member delivers written notice thereof (the “Tag Exercise Notice”) to the Tag-Along Seller within twenty (20) Business Days after the delivery of the Tag Notice (“Tag-Along Acceptance Period”) (each such exercising other Member, a “Tagging Person”). The failure by any other Member to deliver a Tag Exercise Notice within the Tag-Along Acceptance Period shall be deemed an irrevocable waiver by such other Member of its Tag-Along Right to participate in such Transfer and the Tag-Along Seller shall be free to sell to a Third Party Purchaser the Tag-Along Offered Company Interests and any additional Company Interests owned by the Tag-Along Seller. (b) If the Tagging Person timely delivers a Tag Exercise Notice to the Tag-Along Seller in accordance with this Section 9.6, then: (i) such Tag Exercise Notice shall include wire transfer or other instructions for payment of any consideration for the Tag-Along Company Interests and shall constitute such Tagging Person’s binding agreement to Transfer to such Third Party Purchaser the Tag-Along Company Interests free and clear of any and all encumbrances and on the same terms and conditions with respect to the Transfer of Company Interests as applicable to the Tag-Along Seller (including for the same purchase price per Company Interest); provided that the Tag-Along Seller shall have no liability to any Tagging Person or any other Person if the purchase of the Tag-Along Offered Company Interests from the Tag-Along Seller and the purchase of the Tag-Along Company Interests from a Tagging Person are not consummated for any reason; (ii) any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser shall be conditioned on the concurrent purchase by the Third Party Purchaser of the Tag-Along Company Interests from the Tagging Person on the same terms and conditions as the purchase of the Tag-Along Offered Company Interests from the Tag-Along Seller and the Company shall not give effect to or record in the corporate books any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser unless the Transfer by the Tagging Person of the Tag-Along Company Interests to the Third Party Purchaser is consummated at the same time; provided that if the Tag-Along Seller is ready, willing and able to consummate its Transfer of the Tag-Along Offered Company Interests and notifies the Tagging Person of its intention to consummate such Transfer, the Tagging Person shall use reasonable best efforts to consummate the Transfer of the Tag-Along Company Interests as soon as reasonably practicable; provided, further, that the Tag-Along Seller shall be entitled to consummate the Transfer of the Tag-Along Offered Company Interests as if the Tagging Person had failed to deliver a Tag Notice within the Tag-Along Acceptance Period if the Tagging Person does not consummate the Transfer of the Tag-Along Company Interests within five (5) days of such notice, including the right to Transfer additional Company Interests as provided in Section 9.7(a); (iii) The Tagging Person shall (A) make such representations, warranties and covenants, provide such indemnities and enter into such definitive agreements on the same terms as the Tag-Along Seller (taking into account each Member’s proportionate share of the Company Interests); provided that if the Tagging Person is required to provide any representations or indemnities in connection with such Transfer, liability for misrepresentation or indemnity shall (as to the Tagging Person) be expressly stated to be several but not joint and the Tagging Person shall not (other than with respect to representations and indemnities concerning the Tagging Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement) be liable for more than its pro rata share (based on the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members) of any liability for misrepresentation or indemnity or be liable for any representations or warranties made by the Tag-Along Seller or any other Tagging Person with respect to such Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement (or any other individual seller representations); (B) contribute to and participate in any escrow or holdback arrangements, adjustments in purchase price and transaction expenses proportionally on the basis of the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members and (C) not be required to enter into or agree to any non-compete or similar restrictive covenant; and (iv) Promptly after the consummation of the Tag-Along Sale, the Tag-Along Seller shall (A) notify the Tagging Person thereof; (B) if not remitted directly to the Tagging Person, remit to the Tagging Person the total consideration for the Company Interests of the Tagging Person Transferred pursuant thereto less the Tagging Persons’ pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with this Section 9.6, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag Exercise Notices; and (C) furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Person. The Tag-Along Seller shall promptly remit to the Tagging Person, if not remitted directly to the Tagging Person, any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price. (c) If any other Member fails to, or declines to, exercise its Tag-Along Right, the Tag-Along Seller shall have 12 months from the expiration of the Tag-Along Acceptance Period to Transfer the Tag-Along Offered Company Interests to the Third Party Purchaser described in the Tag Notice, on substantially the same terms and conditions set forth in the Tag Notice. If at the end of such period, the Tag-Along Seller has not completed such Transfer, Tag-Along Seller may not effect a Transfer of the Tag-Along Offered Company Interests without complying with the provisions of this Section 9.6. (d) For purposes of this Section 9.6, all references to “Tag-Along Seller,” “Tagging Person” and “other Member” shall include their respective Permitted Transferees; provided that for so long as LMC and FX are Members, LMC and FX shall each have the sole right to exercise the Tag-Along Right and deliver the Tag Exercise Notice on behalf of itself and all of its Permitted Transferees and otherwise act on their behalf under this Section 9.6. The Tag-Along Seller and each Tagging Person shall each be responsible for (and shall ensure) their respective Permitted Transferees’ compliance with this 9 triggers the obligations under Section 9.67.

Tag-Along Right. If the domestic parent company’s shares held by DoubleU Games are to be sold to a third party (hereinafter referred to as the “transferee” in this paragraph), STIC shall have the right (“tag-along right”) to sell all or part of the shares (including CB and BW, same as in Article 5 hereinafter) of the domestic parent company held by STIC on the same terms as DoubleU Games would wish to sell to the transferee pursuant to this Article. (a) Following In the expiration event that DoubleU Games is willing to sell domestic parent company’s shares held by DoubleU Games to a third party, DoubleU Games shall notify the exercising of the Transfer Restriction Period, if a Member (the “Tag-Along Seller”) proposes to Transfer all or any portion of its Company Interests that is greater than ten percent (10%) of the Company’s then issued and outstanding Company Interests (the “Tag-Along Offered Company Interests”) to a Third Party Purchaser (the “Tag-Along Sale”), and ROFR Purchasing Members have not exercised their rights under Section 9.6 to purchase all of the Tag-Along Offered Company Interests, the Tag-Along Seller shall deliver written notice to each other Member of such proposed Transfer (the “Tag Notice”), which Tag Notice shall make reference to each other Member’s tag-along right under this Section 9.6 and include the material terms and conditions on which the Tag-Along Seller would Transfer the Tag-Along Offered Company Interests, including the identity (“exercise notification of the Third Party Purchasertag-along right”) by informing STIC in writing of the transferee’s personal information, the purchase price number of shares to be paid for the Tag-Along Offered Company Interests in such Transfersold, the terms for paymentsale price, conditions precedent for consummation of such Transfer, the expected timing for consummation of such Transfer and a copy of any agreement executed, or form of agreement proposed to be executed, in connection with such Transfer. Upon receipt of a Tag Notice, each other Member shall have the right to participate with the Tag-Along Seller in such sale to the Third Party Purchaser (a “Tag-Along Right”) and to Transfer its Ownership Percentage of the Tag-Along Offered Company Interests (the “Tag-Along Company Interests”) to the Third Party Purchaser in accordance with this Section 9.6, which Tag-Along Right may be exercised only if the other Member delivers written notice thereof (the “Tag Exercise Notice”) to the Tag-Along Seller within twenty (20) Business Days after the delivery of the Tag Notice (“Tag-Along Acceptance Period”) (each such exercising other Member, a “Tagging Person”). The failure by any other Member to deliver a Tag Exercise Notice within the Tag-Along Acceptance Period shall be deemed an irrevocable waiver by such other Member of its Tag-Along Right to participate in such Transfer and the Tag-Along Seller shall be free to sell to a Third Party Purchaser the Tag-Along Offered Company Interests and any additional Company Interests owned by the Tag-Along Sellerpurchase conditions. (b) If the Tagging Person timely delivers a Tag Exercise Notice to the Tag-Along Seller in accordance with this Section 9.6, then: (i) such Tag Exercise Notice shall include wire transfer or other instructions for payment of any consideration for the Tag-Along Company Interests and shall constitute such Tagging Person’s binding agreement to Transfer to such Third Party Purchaser the Tag-Along Company Interests free and clear of any and all encumbrances and on the same terms and conditions with respect to the Transfer of Company Interests as applicable to the Tag-Along Seller (including for the same purchase price per Company Interest); provided that the Tag-Along Seller shall have no liability to any Tagging Person or any other Person if the purchase of the Tag-Along Offered Company Interests Within 10 business days from the Tag-Along Seller and the purchase of the Tag-Along Company Interests from a Tagging Person are not consummated for any reason; (ii) any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser shall be conditioned on the concurrent purchase by the Third Party Purchaser of the Tag-Along Company Interests from the Tagging Person on the same terms and conditions as the purchase of the Tag-Along Offered Company Interests from the Tag-Along Seller and the Company shall not give effect to or record in the corporate books any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser unless the Transfer by the Tagging Person of the Tag-Along Company Interests to the Third Party Purchaser is consummated at the same time; provided that if the Tag-Along Seller is ready, willing and able to consummate its Transfer of the Tag-Along Offered Company Interests and notifies the Tagging Person of its intention to consummate such Transfer, the Tagging Person shall use reasonable best efforts to consummate the Transfer of the Tag-Along Company Interests as soon as reasonably practicable; provided, further, that the Tag-Along Seller shall be entitled to consummate the Transfer of the Tag-Along Offered Company Interests as if the Tagging Person had failed to deliver a Tag Notice within the Tag-Along Acceptance Period if the Tagging Person does not consummate the Transfer of the Tag-Along Company Interests within five (5) days of such notice, including the right to Transfer additional Company Interests as provided in Section 9.7(a); (iii) The Tagging Person shall (A) make such representations, warranties and covenants, provide such indemnities and enter into such definitive agreements on the same terms as the Tag-Along Seller (taking into account each Member’s proportionate share of the Company Interests); provided that if the Tagging Person is required to provide any representations or indemnities in connection with such Transfer, liability for misrepresentation or indemnity shall (as to the Tagging Person) be expressly stated to be several but not joint and the Tagging Person shall not (other than with respect to representations and indemnities concerning the Tagging Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement) be liable for more than its pro rata share (based on the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members) of any liability for misrepresentation or indemnity or be liable for any representations or warranties made by the Tag-Along Seller or any other Tagging Person with respect to such Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement (or any other individual seller representations); (B) contribute to and participate in any escrow or holdback arrangements, adjustments in purchase price and transaction expenses proportionally on the basis of the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members and (C) not be required to enter into or agree to any non-compete or similar restrictive covenant; and (iv) Promptly after the consummation of the Tag-Along Sale, the Tag-Along Seller shall (A) notify the Tagging Person thereof; (B) if not remitted directly to the Tagging Person, remit to the Tagging Person the total consideration for the Company Interests of the Tagging Person Transferred pursuant thereto less the Tagging Persons’ pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with this Section 9.6, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag Exercise Notices; and (C) furnish such other evidence of the completion and the date of completion receipt of such transfer the notification of the sales right (“tag-along right exercise period”) STIC shall notify DoubleU Games in writing whether to exercise the tag-along right and the terms thereof as may number of shares of the domestic parent company (“tag-along target share”) that it intends to sell (if there is no written notice within the period, it shall be reasonably requested by considered not willing to exercise the Tagging Person. The Tagtag-Along Seller shall promptly remit to the Tagging Person, if not remitted directly to the Tagging Person, any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase pricealong right). (c) If any other Member fails toIn the event that STIC notifies about exercising the tag-along right within the tag-along right exercise period, or declines to, exercise its TagDoubleU Games ensure that all tag-Along Right, along target shares shall be purchased by the Tag-Along Seller shall have 12 months from transferee under the expiration of the Tag-Along Acceptance Period to Transfer the Tag-Along Offered Company Interests to the Third Party Purchaser same condition described in the Tag Noticenotification of the tag-along right, on substantially and STIC shall transfer all tag-along target shares to the transferee under the same terms and conditions set forth condition stated in the Tag Noticenotification of the tag-along right. If DoubleU Games shall ensure that the sale process of shares it intends to transfer to the transferee and the tag-along target share of STIC is terminated at the end same time. Provided, however, if the total number of such perioddomestic parent company shares that the transferee intends to purchase is less than the total number of shares that DoubleU Games and STIC wishes to transfer, the Tagtag-Along Seller has not completed such Transfer, Tag-Along Seller may not effect a Transfer along target shares of STIC are to be sold to the Tag-Along Offered Company Interests without complying with the provisions of this Section 9.6transferee preferentially. (d) For purposes of this Section 9.6, all references to “Tag-Along Seller,” “Tagging Person” and “other Member” shall include their respective Permitted Transferees; provided that for so long as LMC and FX are Members, LMC and FX shall each have the sole right to exercise the Tag-Along Right and deliver the Tag Exercise Notice on behalf of itself and all of its Permitted Transferees and otherwise act on their behalf under this Section 9.6. The Tag-Along Seller and each Tagging Person shall each be responsible for (and shall ensure) their respective Permitted Transferees’ compliance with this Section 9.6.

Tag-Along Right. The Company shall give each Investor other than the Tag-Along Seller (acollectively, the “Non-Selling Investors”) Following and the expiration Management Stockholders a notice within two (2) Business Days after the receipt of the Transfer Restriction PeriodNotice informing such Non-Selling Investor of their opportunity to participate in a tag-along sale pursuant to this Section 4 and informing the Management Stockholders of their opportunity to participate in the tag-along sale pursuant to the Management Stockholders Agreement. The Non-Selling Investors and the Management Stockholders shall have the right, if a Member exercisable upon written notice to the Tag-Along Seller within seven (7) Business Days of the receipt of the Transfer Notice (the “Tag-Along SellerElection Period”) proposes to elect to participate in the proposed Transfer all or by the Tag-Along Seller to any portion of its Company Interests that is greater than ten percent (10%) of the Company’s then issued and outstanding Company Interests Person (the “Tag-Along Offered Company InterestsTransferee”) on the terms and conditions set forth in such Transfer Notice (such participation rights being hereinafter referred to a Third Party Purchaser (the as “Tag-Along SaleRights”), . Any Non-Selling Investor and ROFR Purchasing Members have any Management Stockholder that has not exercised their rights under Section 9.6 to purchase all of notified the Tag-Along Offered Company InterestsSeller of its intent to exercise Tag-Along Rights within the Tag-Along Election Period shall be deemed to have elected not to exercise such Tag-Along Rights with respect to the sale contemplated by such Transfer Notice and the Tag-Along Seller and the Non-Selling Investors and the Management Stockholders who have exercised such Tag-Along Rights shall thereafter be free to Transfer to the Tag-Along Transferee at a per share price no greater than the per share price set forth in the Transfer Notice with respect to such Transfer and on other terms and conditions that are not materially more favorable to the Tag-Along Seller and the Non-Selling Investors and the Management Stockholders who have exercised such Tag-Along Rights than those set forth in such Transfer Notice, without any further obligation to such Non-Selling Investor(s) and Management Stockholder(s) pursuant to this Section 4(b) that have not provided notice to exercise Tag-Along Rights. Each Non-Selling Investor and Management Stockholder that elects to exercise Tag-Along Rights may participate with respect to the Shares owned by such Investor or with respect to the number of whole Restricted Shares (as defined in the Management Stockholders Agreement), including any (a) Restricted Shares issuable upon exercise of Vested Options (as defined in the Management Stockholders Agreement) or (b) any Restricted Shares that will be issuable pursuant to options that vest as a result of the consummation of the Transfer to the Tag-Along Transferee (collectively, “Management Shares”), as the case may be, in an amount equal to the product obtained by multiplying (i) in the case of Non-Selling Investor, the aggregate number of Shares owned by such Non-Selling Investor on the date of the sale and, in the case of a Management Stockholder, the aggregate number of Management Shares owned by such Management Stockholder on the date of the Sale by (ii) a fraction, the numerator of which is equal to the number of Shares proposed to be sold by the Tag-Along Seller and the denominator of which is the aggregate number of Shares owned by the Tag-Along Seller (the “Eligible Shares”). If one or more Non-Selling Investors and Management Stockholders elects not to include the maximum number of Eligible Shares in a proposed sale, the Tag-Along Seller shall deliver written give prompt notice to each other Member participating Non-Selling Investors and participating Management Stockholders and such other participating Investor and participating Management Stockholders may sell in the proposed sale a number of additional Shares or Management Shares, as the case may be, owned by any of them equal to their pro rata portion (based upon the aggregate number of Shares owned by such Investor or the aggregate number of Management Shares owned by such Management Stockholder, as the case may be, relative to the aggregate number of Shares and Management Shares owned by all Investors and Management Stockholders) of the number of Shares and Management Shares eligible to be included in the proposed Transfer. Such additional Shares and Management Shares which any such Non-Selling Investor(s) or Management Stockholder(s) proposes to sell shall not be included in the calculation of Eligible Shares of such proposed Transfer (Non-Selling Investor or Management Stockholder. To the “Tag Notice”), which Tag Notice shall make reference to each other Member’s tag-along right under this Section 9.6 extent that the total number of Shares and include the material terms and conditions on which the Tag-Along Seller would Transfer the Tag-Along Offered Company Interests, including the identity of the Third Party Purchaser, the purchase price to be paid for the Tag-Along Offered Company Interests in such Transfer, the terms for payment, conditions precedent for consummation of such Transfer, the expected timing for consummation of such Transfer and a copy of any agreement executed, or form of agreement Management Shares proposed to be executed, in connection with such Transfer. Upon receipt of a Tag Notice, each other Member shall have the right to participate with the Tag-Along Seller in such sale to the Third Party Purchaser (a “Tag-Along Right”) and to Transfer its Ownership Percentage of the Tag-Along Offered Company Interests (the “Tag-Along Company Interests”) to the Third Party Purchaser in accordance with this Section 9.6, which Tag-Along Right may be exercised only if the other Member delivers written notice thereof (the “Tag Exercise Notice”) to the Tag-Along Seller within twenty (20) Business Days after the delivery of the Tag Notice (“Tag-Along Acceptance Period”) (each such exercising other Member, a “Tagging Person”). The failure sold by any other Member to deliver a Tag Exercise Notice within the Tag-Along Acceptance Period shall be deemed an irrevocable waiver by such other Member of its Tag-Along Right to participate in such Transfer and the Tag-Along Seller shall be free to sell to a Third Party Purchaser the Tag-Along Offered Company Interests and any additional Company Interests owned by the Tag-Along Seller. (b) If the Tagging Person timely delivers a Tag Exercise Notice to the Tag-Along Seller in accordance with this Section 9.6, then: (i) such Tag Exercise Notice shall include wire transfer or other instructions for payment of any consideration for the Tag-Along Company Interests and shall constitute such Tagging Person’s binding agreement to Transfer to such Third Party Purchaser the Tag-Along Company Interests free and clear of any and all encumbrances and on the same terms and conditions with respect to the Transfer of Company Interests as applicable to the Tag-Along Seller (including for the same purchase price per Company Interest); provided that the Tag-Along Seller shall have no liability to any Tagging Person or any other Person if the purchase of the Tag-Along Offered Company Interests from the Tag-Along Seller and the purchase number of Eligible Shares proposed to be Transferred by all of the Non-Selling Investors and Management Stockholders collectively exceeds the number of Shares and Management Shares that the Tag-Along Company Interests from a Tagging Person are not consummated for any reason; (ii) any Transfer by Transferee is willing to acquire, the Tag-Along Seller number of the Tag-Along Offered Company Interests to the Third Party Purchaser shall be conditioned on the concurrent purchase by the Third Party Purchaser of the Tag-Along Company Interests from the Tagging Person on the same terms Shares and conditions as the purchase of the Tag-Along Offered Company Interests from Management Shares that the Tag-Along Seller and each Non-Selling Investor and Management Stockholder propose to Transfer will be reduced pro rata based upon the Company shall not give effect to or record in the corporate books any Transfer by the Tag-Along Seller relative number of the Tag-Along Offered Company Interests to the Third Party Purchaser unless the Transfer by the Tagging Person of the Tag-Along Company Interests to the Third Party Purchaser is consummated at the same time; provided that if the Tag-Along Seller is ready, willing Shares and able to consummate its Transfer of the Tag-Along Offered Company Interests and notifies the Tagging Person of its intention to consummate such Transfer, the Tagging Person shall use reasonable best efforts to consummate the Transfer of the Tag-Along Company Interests as soon as reasonably practicable; provided, further, Management Shares that the Tag-Along Seller shall be entitled to consummate the Transfer of the Tag-Along Offered Company Interests as if the Tagging Person had failed to deliver a Tag Notice within the Tag-Along Acceptance Period if the Tagging Person does not consummate the Transfer of the Tag-Along Company Interests within five (5) days of such notice, including the right to Transfer additional Company Interests as provided in Section 9.7(a); (iii) The Tagging Person shall (A) make such representations, warranties and covenants, provide such indemnities and enter into such definitive agreements on the same terms as the Tag-Along Seller (taking into account each Member’s proportionate share of the Company Interests); provided that if the Tagging Person is required to provide any representations or indemnities in connection with such Transfer, liability for misrepresentation or indemnity shall (as to the Tagging Person) be expressly stated to be several but not joint and the Tagging Person shall not (other than with respect to representations and indemnities concerning the Tagging Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement) be liable for more than its pro rata share (based on the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members) of any liability for misrepresentation or indemnity or be liable for any representations or warranties made by the Tag-Along Seller or any other Tagging Person with respect to such Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement (or any other individual seller representations); (B) contribute to and participate in any escrow or holdback arrangements, adjustments in purchase price and transaction expenses proportionally on the basis of the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members and (C) not be required to enter into or agree to any non-compete or similar restrictive covenant; and (iv) Promptly after the consummation of the Tag-Along Sale, the Tag-Along Seller shall (A) notify the Tagging Person thereof; (B) if not remitted directly to the Tagging Person, remit to the Tagging Person the total consideration for the Company Interests of the Tagging Person Transferred pursuant thereto less the Tagging Persons’ pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with this Section 9.6, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag Exercise Notices; and (C) furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Person. The Tag-Along Seller shall promptly remit to the Tagging Person, if not remitted directly to the Tagging Person, any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price. (c) If any other Member fails to, or declines to, exercise its Tag-Along Right, the Tag-Along Seller shall have 12 months from the expiration of the Tag-Along Acceptance Period to Transfer the Tag-Along Offered Company Interests to the Third Party Purchaser described in the Tag Notice, on substantially the same terms and conditions set forth in the Tag Notice. If at the end of such period, the Tag-Along Seller has not completed such Transfer, Tag-Along Seller may not effect a Transfer of the Tag-Along Offered Company Interests without complying with the provisions of this Section 9.6. (d) For purposes of this Section 9.6, all references to “Tag-Along Seller,” “Tagging Person” and “other Member” shall include their respective Permitted Transferees; provided that for so long as LMC and FX are Members, LMC and FX shall each have the sole right to exercise the Tag-Along Right and deliver the Tag Exercise Notice on behalf of itself and all of its Permitted Transferees and otherwise act on their behalf under this Section 9.6. The Tag-Along Seller and each Tagging Person shall each be responsible for (such Non-Selling Investor and shall ensure) their respective Permitted Transferees’ compliance with this Section 9.6Management Stockholder had proposed to Transfer.

Tag-Along Right. The Company shall give each Investor other than the Tag-Along Seller (acollectively, the “Non-Selling Investors”) Following a notice within two (2) Business Days after the expiration receipt of the Transfer Restriction PeriodNotice informing such Non-Selling Investor of their opportunity to participate in a tag-along sale pursuant to this Section 4, if which notice shall include a Member copy of the Transfer Notice. The Non-Selling Investors shall have the right, exercisable upon written notice to the Tag-Along Seller within seven (7) Business Days of the receipt of the Transfer Notice by the Non-Selling Investors (the “Tag-Along SellerElection Period”) proposes to elect to participate in the proposed Transfer all or by the Tag-Along Seller to any portion of its Company Interests that is greater than ten percent (10%) of the Company’s then issued and outstanding Company Interests Person (the “Tag-Along Offered Company InterestsTransferee”) on the terms and conditions set forth in such Transfer Notice (such participation rights being hereinafter referred to a Third Party Purchaser (the as “Tag-Along SaleRights”), and ROFR Purchasing Members have it being understood that the foregoing shall not exercised their rights under Section 9.6 require a Non-Selling Investor to purchase all transfer or assign any right to which such Non-Selling Investor is not entitled pursuant to this Agreement or in violation of any provision of this Agreement or to perform any other act of which it is incapable in order to exercise its Tag-Along Right. Any Non-Selling Investor that has not notified the Tag-Along Offered Company InterestsSeller of its intent to exercise Tag-Along Rights within the Tag-Along Election Period shall be deemed to have elected not to exercise such Tag-Along Rights with respect to the sale contemplated by such Transfer Notice, and the Tag-Along Seller and the Non-Selling Investors who have exercised such Tag-Along Rights shall thereafter be free to Transfer to the Tag-Along Transferee at a per share price no greater than the per share price set forth in the Transfer Notice with respect to such Transfer and on other terms and conditions that are not materially more favorable to the Tag-Along Seller and the Non-Selling Investors who have exercised such Tag-Along Rights than those set forth in such Transfer Notice, without any further obligation to such Non-Selling Investor(s) pursuant to this Section 4(b) that have not provided notice to exercise Tag-Along Rights. Each Non-Selling Investor that elects to exercise Tag-Along Rights may participate with respect to the Shares owned by such Non-Selling Investor in an amount equal to the product obtained by multiplying (i) the aggregate number of Shares owned by such Non-Selling Investor on the date of the sale by (ii) a fraction, the numerator of which is equal to the number of Shares proposed to be sold by the Tag-Along Seller and the denominator of which is the aggregate number of Shares owned by the Tag-Along Seller (the “Eligible Shares”). If one or more Non-Selling Investors elects not to include the maximum number of Eligible Shares in a proposed sale, the Tag-Along Seller shall deliver written give prompt notice to each other Member participating Non-Selling Investor and each of such participating Non-Selling Investors may sell in the proposed sale a number of additional Shares owned by it equal to its pro rata portion (based upon the aggregate number of Shares owned by such Non-Selling Investor relative to the aggregate number of Shares owned by all Investors) of the number of Shares eligible to be included, but not included, in the proposed Transfer (by the “Tag Notice”), Non-Selling Investors not including their maximum number of Eligible Shares. Such additional Shares which Tag Notice any such Non-Selling Investor proposes to sell shall make reference to each other Member’s tag-along right under this Section 9.6 and include not be included in the material terms and conditions on which the Tag-Along Seller would Transfer the Tag-Along Offered Company Interests, including the identity calculation of the Third Party Purchaser, the purchase price to be paid for the Tag-Along Offered Company Interests in such Transfer, the terms for payment, conditions precedent for consummation Eligible Shares of such Transfer, Non-Selling Investor. To the expected timing for consummation extent that the total number of such Transfer and a copy of any agreement executed, or form of agreement Shares proposed to be executed, in connection with such Transfer. Upon receipt of a Tag Notice, each other Member shall have the right to participate with the Tag-Along Seller in such sale to the Third Party Purchaser (a “Tag-Along Right”) and to Transfer its Ownership Percentage of the Tag-Along Offered Company Interests (the “Tag-Along Company Interests”) to the Third Party Purchaser in accordance with this Section 9.6, which Tag-Along Right may be exercised only if the other Member delivers written notice thereof (the “Tag Exercise Notice”) to the Tag-Along Seller within twenty (20) Business Days after the delivery of the Tag Notice (“Tag-Along Acceptance Period”) (each such exercising other Member, a “Tagging Person”). The failure sold by any other Member to deliver a Tag Exercise Notice within the Tag-Along Acceptance Period shall be deemed an irrevocable waiver by such other Member of its Tag-Along Right to participate in such Transfer and the Tag-Along Seller shall be free to sell to a Third Party Purchaser the Tag-Along Offered Company Interests and any additional Company Interests owned by the Tag-Along Seller. (b) If the Tagging Person timely delivers a Tag Exercise Notice to the Tag-Along Seller in accordance with this Section 9.6, then: (i) such Tag Exercise Notice shall include wire transfer or other instructions for payment of any consideration for the Tag-Along Company Interests and shall constitute such Tagging Person’s binding agreement to Transfer to such Third Party Purchaser the Tag-Along Company Interests free and clear of any and all encumbrances and on the same terms and conditions with respect to the Transfer of Company Interests as applicable to the Tag-Along Seller (including for the same purchase price per Company Interest); provided that the Tag-Along Seller shall have no liability to any Tagging Person or any other Person if the purchase of the Tag-Along Offered Company Interests from the Tag-Along Seller and the purchase number of Eligible Shares proposed to be Transferred by all of the Non-Selling Investors collectively exceeds the number of Shares that the Tag-Along Company Interests from a Tagging Person are not consummated for any reason; (ii) any Transfer by Transferee is willing to acquire, the Tag-Along Seller number of the Tag-Along Offered Company Interests to the Third Party Purchaser shall be conditioned on the concurrent purchase by the Third Party Purchaser of the Tag-Along Company Interests from the Tagging Person on the same terms and conditions as the purchase of the Tag-Along Offered Company Interests from Shares that the Tag-Along Seller and each Non-Selling Investor propose to Transfer will be reduced pro rata based upon the Company shall not give effect to or record in the corporate books any Transfer by the Tag-Along Seller relative number of the Tag-Along Offered Company Interests to the Third Party Purchaser unless the Transfer by the Tagging Person of the Tag-Along Company Interests to the Third Party Purchaser is consummated at the same time; provided that if the Tag-Along Seller is ready, willing and able to consummate its Transfer of the Tag-Along Offered Company Interests and notifies the Tagging Person of its intention to consummate such Transfer, the Tagging Person shall use reasonable best efforts to consummate the Transfer of the Tag-Along Company Interests as soon as reasonably practicable; provided, further, Shares that the Tag-Along Seller shall be entitled to consummate the Transfer of the Tag-Along Offered Company Interests as if the Tagging Person had failed to deliver a Tag Notice within the Tag-Along Acceptance Period if the Tagging Person does not consummate the Transfer of the Tag-Along Company Interests within five (5) days of such notice, including the right to Transfer additional Company Interests as provided in Section 9.7(a); (iii) The Tagging Person shall (A) make such representations, warranties and covenants, provide such indemnities and enter into such definitive agreements on the same terms as the Tag-Along Seller (taking into account each Member’s proportionate share of the Company Interests); provided that if the Tagging Person is required to provide any representations or indemnities in connection with such Transfer, liability for misrepresentation or indemnity shall (as to the Tagging Person) be expressly stated to be several but not joint and the Tagging Person shall not (other than with respect to representations and indemnities concerning the Tagging Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement) be liable for more than its pro rata share (based on the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members) of any liability for misrepresentation or indemnity or be liable for any representations or warranties made by the Tag-Along Seller or any other Tagging Person with respect to such Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement (or any other individual seller representations); (B) contribute to and participate in any escrow or holdback arrangements, adjustments in purchase price and transaction expenses proportionally on the basis of the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members and (C) not be required to enter into or agree to any non-compete or similar restrictive covenant; and (iv) Promptly after the consummation of the Tag-Along Sale, the Tag-Along Seller shall (A) notify the Tagging Person thereof; (B) if not remitted directly to the Tagging Person, remit to the Tagging Person the total consideration for the Company Interests of the Tagging Person Transferred pursuant thereto less the Tagging Persons’ pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with this Section 9.6, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag Exercise Notices; and (C) furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Person. The Tag-Along Seller shall promptly remit to the Tagging Person, if not remitted directly to the Tagging Person, any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price. (c) If any other Member fails to, or declines to, exercise its Tag-Along Right, the Tag-Along Seller shall have 12 months from the expiration of the Tag-Along Acceptance Period to Transfer the Tag-Along Offered Company Interests to the Third Party Purchaser described in the Tag Notice, on substantially the same terms and conditions set forth in the Tag Notice. If at the end of such period, the Tag-Along Seller has not completed such Transfer, Tag-Along Seller may not effect a Transfer of the Tag-Along Offered Company Interests without complying with the provisions of this Section 9.6. (d) For purposes of this Section 9.6, all references to “Tag-Along Seller,” “Tagging Person” and “other Member” shall include their respective Permitted Transferees; provided that for so long as LMC and FX are Members, LMC and FX shall each have the sole right to exercise the Tag-Along Right and deliver the Tag Exercise Notice on behalf of itself and all of its Permitted Transferees and otherwise act on their behalf under this Section 9.6. The Tag-Along Seller and each Tagging Person shall each be responsible for (and shall ensure) their respective Permitted Transferees’ compliance with this Section 9.6such Non-Selling Investor had proposed to Transfer.

Tag-Along Right. (a) Following the expiration If any Lender desires to effect a Transfer of the Transfer Restriction Period, if a Member (the “Tag-Along Seller”) proposes to Transfer all or any a portion of its Company Interests that is greater than ten percent such Lender’s Loans and unfunded Commitments (10%) of the Company’s then issued and outstanding Company Interests (the “Tag-Along Offered Company Interests”) to a Third Party Purchaser (the “Tag-Along Sale”)such Lender, and ROFR Purchasing Members have not exercised their rights under Section 9.6 to purchase all of the Tag-Along Offered Company Interests, the Tag-Along Seller shall deliver written notice to each other Member of such proposed Transfer (the “Tag NoticeTransferor”)) in a Transfer other than an Excluded Tag Transfer, which then, subject to compliance with Section 10.6(j) relating to the ROFO Right, each Lender (other than Affiliates of the Tag Notice Transferor) (each a “Tag Eligible Lender”) shall make reference to each other Member’s tag-have a tag along right under this Section 9.6 and include the material terms and conditions on which the Tag-Along Seller would Transfer the Tag-Along Offered Company Interests, including the identity of the Third Party Purchaser, the purchase price to be paid for the Tag-Along Offered Company Interests in such Transfer, the terms for payment, conditions precedent for consummation of such Transfer, the expected timing for consummation of such Transfer and a copy of any agreement executed, or form of agreement proposed to be executed, in connection with such Transfer. Upon receipt of a Tag Notice, each other Member shall have the right to participate with the Tag-Along Seller in such sale to the Third Party Purchaser (a “Tag-Along Right”) and with respect to such Transfer its Ownership Percentage of the Tag-Along Offered Company Interests (the a “Tag-Along Company InterestsSale”) to the Third Party Purchaser in accordance with this Section 9.6, which Tag-Along Right may be exercised only if the other Member delivers written notice thereof (the “Tag Exercise Notice”) to the Tag-Along Seller within twenty (20) Business Days after the delivery of the Tag Notice (“Tag-Along Acceptance Period”) (each such exercising other Member, a “Tagging Person”). The failure by any other Member to deliver a Tag Exercise Notice within the Tag-Along Acceptance Period shall be deemed an irrevocable waiver by such other Member of its Tag-Along Right to participate in such Transfer and the Tag-Along Seller shall be free to sell to a Third Party Purchaser the Tag-Along Offered Company Interests and any additional Company Interests owned by the Tag-Along Seller. (b) If the Tagging Person timely delivers a Tag Exercise Notice to the Tag-Along Seller in accordance with this Section 9.6, thenfollowing provisions: (i) The Tag Transferor shall give notice (a “Tag-Along Notice”) to each Tag Eligible Lender of any Tag-Along Sale, setting forth the respective amounts of Loans and unfunded Commitments that the Tag Transferor desires to Transfer, which shall include Loans and unfunded Commitments that are in amounts proportionate to the aggregate amounts of Loans and unfunded Commitments, respectively, held by such Tag Exercise Notice shall include wire transfer or other instructions for payment Transferor prior to giving effect to such Transfer (the “Tag Transfer Interest”), the name and address of any consideration for the proposed Third Party transferee in connection with the Tag-Along Company Interests and shall constitute such Tagging Person’s binding agreement to Transfer to such Sale (the “Tag Third Party Purchaser Transferee”), the Tag-Along Company Interests free proposed cash consideration for the Tag Transfer Interest and clear of any and all encumbrances and on the same other material terms and conditions with respect to the Transfer of Company Interests as applicable to the Tag-Along Seller (including for the same purchase price per Company Interest); provided that the Tag-Along Seller shall have no liability to any Tagging Person or any other Person if the purchase of the Tag-Along Offered Company Interests from the Tag-Along Seller and the purchase of the Tag-Along Company Interests from a Tagging Person are not consummated for any reason; (ii) any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser shall be conditioned on the concurrent purchase by the Third Party Purchaser of the Tag-Along Company Interests from the Tagging Person on the same terms and conditions as the purchase of the Tag-Along Offered Company Interests from the Tag-Along Seller and the Company shall not give effect to or record in the corporate books any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser unless the Transfer by the Tagging Person of the Tag-Along Company Interests to the Third Party Purchaser is consummated at the same time; provided that if the Tag-Along Seller is ready, willing and able to consummate its Transfer of the Tag-Along Offered Company Interests and notifies the Tagging Person of its intention to consummate such Transfer, the Tagging Person shall use reasonable best efforts to consummate the Transfer of the Tag-Along Company Interests as soon as reasonably practicable; provided, further, that the Tag-Along Seller shall be entitled to consummate the Transfer of the Tag-Along Offered Company Interests as if the Tagging Person had failed to deliver a Tag Notice within the Tag-Along Acceptance Period if the Tagging Person does not consummate the Transfer of the Tag-Along Company Interests within five (5) days of such notice, including the right to Transfer additional Company Interests as provided in Section 9.7(a); (iii) The Tagging Person shall (A) make such representations, warranties and covenants, provide such indemnities and enter into such definitive agreements on the same terms as the Tag-Along Seller (taking into account each Member’s proportionate share of the Company Interests); provided that if the Tagging Person is required to provide any representations or indemnities in connection with such Transfer, liability for misrepresentation or indemnity shall (as to the Tagging Person) be expressly stated to be several but not joint and the Tagging Person shall not (other than with respect to representations and indemnities concerning the Tagging Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement) be liable for more than its pro rata share (based on the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members) of any liability for misrepresentation or indemnity or be liable for any representations or warranties made by the Tag-Along Seller or any other Tagging Person with respect to such Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement (or any other individual seller representations); (B) contribute to and participate in any escrow or holdback arrangements, adjustments in purchase price and transaction expenses proportionally on the basis of the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members and (C) not be required to enter into or agree to any non-compete or similar restrictive covenant; and (iv) Promptly after the consummation of the Tag-Along Sale, including a copy of the proposed Assignment Agreement, purchase and sale agreement or other similar agreement relating to such sale (the “Tag-Along Offer”). (ii) Each Tag Eligible Lender shall have a period of ten Business Days (the “Tag Election Period”) from the date of its receipt of the Tag-Along Seller shall (A) notify the Tagging Person thereof; (B) if not remitted directly Notice within which to the Tagging Person, remit elect to the Tagging Person the total consideration for the Company Interests of the Tagging Person Transferred pursuant thereto less the Tagging Persons’ pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with this Section 9.6, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag Exercise Notices; and (C) furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Person. The Tag-Along Seller shall promptly remit to the Tagging Person, if not remitted directly to the Tagging Person, any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price. (c) If any other Member fails to, or declines to, exercise its Tag-Along RightRight (each exercising Tag Eligible Lender, a “Tag Offeree”) by delivery of an irrevocable written notice to the Tag Transferor (a “Tag Election Notice”) specifying the respective amounts of Loans and unfunded Commitments that such Tag Offeree desires to include in the Tag-Along Seller Sale, which shall have 12 months from include Loans and unfunded Commitments that are in amounts proportionate to the aggregate amounts of Loans and unfunded Commitments, respectively, held by such Tag Offeree prior to giving effect to such Transfer up to the product of (x) the aggregate amount of Loans and unfunded Commitments held by such Tag Offeree, multiplied by (y) a percentage determined by dividing (A) the aggregate amount of Loans and unfunded Commitments included in the Tag Transfer Interest by (B) the aggregate amount of outstanding Loans and unfunded Commitments held by the Tag Transferor prior to giving effect to the proposed Transfer. (iii) Promptly following the expiration of the Tag-Along Acceptance Period to Transfer the Tag-Along Offered Company Interests to the Third Party Purchaser described in the Tag Notice, on substantially the same terms and conditions set forth in the Tag Notice. If at the end of such periodElection Period, the Tag-Along Seller has not completed such Transfer, Tag-Along Seller may not effect a Transfer of the Tag-Along Offered Company Interests without complying with the provisions of this Section 9.6. (d) For purposes of this Section 9.6, all references to “Tag-Along Seller,” “Tagging Person” and “other Member” following procedures shall include their respective Permitted Transferees; provided that for so long as LMC and FX are Members, LMC and FX shall each have the sole right to exercise the Tag-Along Right and deliver the Tag Exercise Notice on behalf of itself and all of its Permitted Transferees and otherwise act on their behalf under this Section 9.6. The Tag-Along Seller and each Tagging Person shall each be responsible for (and shall ensure) their respective Permitted Transferees’ compliance with this Section 9.6.apply:

Tag-Along Right. (a) Following the expiration of the Transfer Restriction Period, if 11.1 If CME ME serves a Member (the “Tag-Along Seller”) proposes Disposal Notice pursuant to Transfer Clause 10 and pursuant to such Disposal Notice CME ME has agreed to sell all or any portion a majority of its Company all the Ownership Interests that is greater than ten percent (10%) of the Company’s then issued and outstanding Company Interests (the “Tag-Along Offered Company Interests”) in Top Tone Media or Zopal to a Third Party Purchaser (the “Tag-Along Sale”), and ROFR Purchasing Members have not exercised their rights under Section 9.6 to purchase all of the Tag-Along Offered Company Interests, the Tag-Along Seller shall deliver written notice to each other Member of such proposed Transfer (the “Tag Notice”), which Tag Notice shall make reference to each other Member’s tag-along right under this Section 9.6 and include the material terms and conditions on which the Tag-Along Seller would Transfer the Tag-Along Offered Company Interests, including the identity of the Third Party Purchaser, the purchase price to be paid for Top Tone Parties (in respect of their respective sale of the Tag-Along Offered Company Ownership Interests in such Transfer, the terms for payment, conditions precedent for consummation of such Transfer, the expected timing for consummation of such Transfer and a copy of any agreement executed, or form of agreement proposed to be executed, Top Tone Media) and/or Top Tone Holdings (in connection with such Transfer. Upon receipt respect of a Tag Notice, sale of its Ownership Interest in Zopal) (each other Member a "Tagged Party") shall have the right (subject to participate with Clause 11.4) to sell their entire Ownership Interests in Top Tone Media or Zopal as the Tag-Along Seller in such sale case may be to the Third Party Purchaser at the price per share and otherwise on the terms and conditions specified in the Disposal Notice (a “Tag-the "Tag Along Right”) and to Transfer its Ownership Percentage of "). 11.2 A Tagged Party may exercise the Tag-Along Offered Company Interests (the “Tag-Along Company Interests”) to the Third Party Purchaser in accordance with this Section 9.6, which Tag-Tag Along Right may be exercised only if the other Member delivers written notice thereof within ten (the “Tag Exercise Notice”) to the Tag-Along Seller within twenty (2010) Business Days after of receipt of the Disposal Notice by delivering a written notice stating the exercise of such right to CME ME (the "Tag Along Notice"). 11.3 By delivery of the Tag Notice (“Tag-Along Acceptance Period”) (each such exercising other MemberNotice, a “Tagging Person”)Tagged Party agrees to sell its entire Ownership Interest at the price per share and otherwise on the terms and conditions specified in, and concurrently with the proposed transaction described in, the Disposal Notice. The failure by any other Member Once delivered, such Tag Along Notice shall be irrevocable and the Tagged Party shall be obligated to deliver a Tag Exercise Notice within the Tag-Along Acceptance Period shall be deemed an irrevocable waiver by such other Member of and sell its Tag-Along Right to participate in such Transfer and the Tag-Along Seller shall be free to sell to a Third Party Purchaser the Tag-Along Offered Company Interests and any additional Company Interests owned by the Tag-Along Seller. (b) If the Tagging Person timely delivers a Tag Exercise Notice to the Tag-Along Seller in accordance with this Section 9.6, then: (i) such Tag Exercise Notice shall include wire transfer or other instructions for payment of any consideration for the Tag-Along Company Interests and shall constitute such Tagging Person’s binding agreement to Transfer to such Third Party Purchaser the Tag-Along Company Interests free and clear of any and all encumbrances Ownership Interest pursuant thereto and on the same terms thereof. 11.4 In the event that a Tagged Party so exercises the Tag Along Right and conditions with respect to the Transfer of Company Interests as applicable to the Tag-Along Seller (including for the same purchase price per Company Interest); provided that the Tag-Along Seller shall have no liability Purchaser wishes to any Tagging Person or any other Person if the purchase some but not all of the Tag-Along Offered Company Ownership Interests from the Tag-Along Seller offered by CME ME and the purchase Tagged Party, each of the Tag-Along Company Interests from a Tagging Person are not consummated for any reason; (ii) any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser shall be conditioned on the concurrent purchase by the Third Party Purchaser of the Tag-Along Company Interests from the Tagging Person on the same terms and conditions as the purchase of the Tag-Along Offered Company Interests from the Tag-Along Seller CME ME and the Company shall not give effect to or record in the corporate books any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Tagged Party Purchaser unless the Transfer by the Tagging Person of the Tag-Along Company Interests to the Third Party Purchaser is consummated at the same time; provided that if the Tag-Along Seller is ready, willing and able to consummate its Transfer of the Tag-Along Offered Company Interests and notifies the Tagging Person of its intention to consummate such Transfer, the Tagging Person shall use reasonable best efforts to consummate the Transfer of the Tag-Along Company Interests as soon as reasonably practicable; provided, further, that the Tag-Along Seller shall be entitled to consummate sell to the Transfer Purchaser such portion of their respective Ownership Interests pro rata to the entire Ownership Interests in Top Tone Media or Zopal, as the case may be, that are offered by CME and the Tagged Party in connection herewith. 11.5 Upon the delivery of a Put Notice (in respect of the Tag-Ownership Interest in Top Tone Media), the relevant Top Tone Parties shall be deemed to have irrevocably waived their Tag Along Offered Company Interests as if Right in respect of such Ownership Interest in Top Tone Media. 11.6 Upon the Tagging Person had failed to deliver delivery of a Tag Put Notice within the Tag-Along Acceptance Period if the Tagging Person does not consummate the Transfer (in respect of the Tag-Ownership Interest in Zopal), Top Tone Holdings shall be deemed to have irrevocably waived its Tag Along Company Interests within five (5) days Right in respect of such notice, including the right to Transfer additional Company Interests as provided Ownership Interest in Section 9.7(a); (iii) The Tagging Person shall (A) make such representations, warranties and covenants, provide such indemnities and enter into such definitive agreements on the same terms as the Tag-Along Seller (taking into account each Member’s proportionate share of the Company Interests); provided that if the Tagging Person is required to provide any representations or indemnities in connection with such Transfer, liability for misrepresentation or indemnity shall (as to the Tagging Person) be expressly stated to be several but not joint and the Tagging Person shall not (other than with respect to representations and indemnities concerning the Tagging Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement) be liable for more than its pro rata share (based on the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members) of any liability for misrepresentation or indemnity or be liable for any representations or warranties made by the Tag-Along Seller or any other Tagging Person with respect to such Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement (or any other individual seller representations); (B) contribute to and participate in any escrow or holdback arrangements, adjustments in purchase price and transaction expenses proportionally on the basis of the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members and (C) not be required to enter into or agree to any non-compete or similar restrictive covenant; and (iv) Promptly after the consummation of the Tag-Along Sale, the Tag-Along Seller shall (A) notify the Tagging Person thereof; (B) if not remitted directly to the Tagging Person, remit to the Tagging Person the total consideration for the Company Interests of the Tagging Person Transferred pursuant thereto less the Tagging Persons’ pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with this Section 9.6, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag Exercise Notices; and (C) furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Person. The Tag-Along Seller shall promptly remit to the Tagging Person, if not remitted directly to the Tagging Person, any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase priceZopal. (c) If any other Member fails to, or declines to, exercise its Tag-Along Right, the Tag-Along Seller shall have 12 months from the expiration of the Tag-Along Acceptance Period to Transfer the Tag-Along Offered Company Interests to the Third Party Purchaser described in the Tag Notice, on substantially the same terms and conditions set forth in the Tag Notice. If at the end of such period, the Tag-Along Seller has not completed such Transfer, Tag-Along Seller may not effect a Transfer of the Tag-Along Offered Company Interests without complying with the provisions of this Section 9.6. (d) For purposes of this Section 9.6, all references to “Tag-Along Seller,” “Tagging Person” and “other Member” shall include their respective Permitted Transferees; provided that for so long as LMC and FX are Members, LMC and FX shall each have the sole right to exercise the Tag-Along Right and deliver the Tag Exercise Notice on behalf of itself and all of its Permitted Transferees and otherwise act on their behalf under this Section 9.6. The Tag-Along Seller and each Tagging Person shall each be responsible for (and shall ensure) their respective Permitted Transferees’ compliance with this Section 9.6.

Tag-Along Right. (a) Following Subject to and without limiting the expiration of the restrictions on Transfer Restriction Perioddescribed in Section 6.04, if Seller intends to sell, assign, Transfer or otherwise convey, directly or indirectly, to a Member (the “Tag-Along Seller”) proposes to Transfer Third Party all or any portion of its Company Interests that is greater than ten percent Seller’s interest in the Joint Assets, Seller will provide to Buyer a written notice (10%a “Tag Notice”) of such intent that includes (i) a description of the CompanyJoint Assets subject to the proposed Transfer, (ii) the name of the proposed transferee, (iii) the anticipated date on which such proposed sale shall take place, which cannot be less than thirty (30) days after the date on which such Tag Notice is delivered and (iv) the material terms and conditions of the proposed sale (including, without limitation, the offer price; allocation of liabilities; indemnification thresholds and deductibles; and descriptions of the representations, warranties, defect mechanisms and termination rights). Seller will use commercially reasonable efforts to cause the proposed transferee to propose a purchase price that includes Seller’s then issued and outstanding Company Interests Buyer’s respective interest in the Joint Assets described in the Tag Notice and a bona fide allocation of value between the Seller’s and Buyer’s respective interest, on the one hand, and all other assets of Seller (if any) included in the transaction subject to a Tag Notice, on the other hand. Neither Party shall intentionally interfere with such bona fide allocation. (b) Buyer will have the right (but not the obligation) within fifteen (15) days following receipt of the Tag Notice to elect in writing to sell to the proposed transferee its corresponding interest in and to the Joint Assets subject to the proposed sale by Seller (the “Tag-Along Offered Company InterestsTagged Interest”) ). If Buyer does not notify Seller of its election within such fifteen (15)-day period, Buyer will be deemed to a Third Party Purchaser have waived its right to include the Tagged Interest in such sale (the “Tag-Along Sale”), and ROFR Purchasing Members have not exercised their rights under Section 9.6 to purchase all of the Tag-Along Offered Company Interests, the Tag-Along . If Buyer notifies Seller shall deliver written notice to each other Member of during such proposed Transfer fifteen (the “Tag Notice”), which Tag Notice shall make reference to each other Member’s tag-along right under this Section 9.6 and include the material terms and conditions on which the Tag-Along Seller would Transfer the Tag-Along Offered Company Interests, including the identity of the Third Party Purchaser, the purchase price to be paid for the Tag-Along Offered Company Interests in such Transfer, the terms for payment, conditions precedent for consummation of such Transfer, the expected timing for consummation of such Transfer and a copy of any agreement executed, or form of agreement proposed to be executed, in connection with such Transfer. Upon receipt of a Tag Notice, each other Member shall have the right to participate with the Tag-Along Seller in such sale to the Third Party Purchaser (a “Tag-Along Right”) and to Transfer its Ownership Percentage of the Tag-Along Offered Company Interests (the “Tag-Along Company Interests”) to the Third Party Purchaser in accordance with this Section 9.6, which Tag-Along Right may be exercised only if the other Member delivers written notice thereof (the “Tag Exercise Notice”) to the Tag-Along Seller within twenty (20) Business Days after the delivery of the Tag Notice (“Tag-Along Acceptance Period”) (each such exercising other Member, a “Tagging Person”). The failure by any other Member to deliver a Tag Exercise Notice within the Tag-Along Acceptance Period shall be deemed an irrevocable waiver by such other Member of its Tag-Along Right 15)-day period that it elects to participate in such Transfer and the Tag-Along Seller shall be free to sell to a Third Party Purchaser the Tag-Along Offered Company Interests and any additional Company Interests owned by the Tag-Along Seller. (b) If the Tagging Person timely delivers a Tag Exercise Notice to the Tag-Along Seller in accordance with this Section 9.6, then: (i) such Tag Exercise Notice shall include wire transfer or other instructions for payment of any consideration for the Tag-Along Company Interests and shall constitute such Tagging Person’s binding agreement to Transfer to such Third Party Purchaser the Tag-Along Company Interests free and clear of any and all encumbrances and on the same terms and conditions with respect to the Transfer of Company Interests as applicable to the Tag-Along Seller (including for the same purchase price per Company Interest); provided that the Tag-Along Seller shall have no liability to any Tagging Person or any other Person if the purchase of the Tag-Along Offered Company Interests from the Tag-Along Seller and the purchase of the Tag-Along Company Interests from a Tagging Person are not consummated for any reason; (ii) any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser shall be conditioned on the concurrent purchase by the Third Party Purchaser of the Tag-Along Company Interests from the Tagging Person on the same terms and conditions as the purchase of the Tag-Along Offered Company Interests from the Tag-Along Seller and the Company shall not give effect to or record in the corporate books any Transfer by the Tag-Along Seller of the Tag-Along Offered Company Interests to the Third Party Purchaser unless the Transfer by the Tagging Person of the Tag-Along Company Interests to the Third Party Purchaser is consummated at the same time; provided that if the Tag-Along Seller is ready, willing and able to consummate its Transfer of the Tag-Along Offered Company Interests and notifies the Tagging Person of its intention to consummate such Transfer, the Tagging Person shall use reasonable best efforts to consummate the Transfer of the Tag-Along Company Interests as soon as reasonably practicable; provided, further, that the Tag-Along Seller shall be entitled to consummate the Transfer of the Tag-Along Offered Company Interests as if the Tagging Person had failed to deliver a Tag Notice within the Tag-Along Acceptance Period if the Tagging Person does not consummate the Transfer of the Tag-Along Company Interests within five (5) days of such notice, including the right to Transfer additional Company Interests as provided in Section 9.7(a); (iii) The Tagging Person shall (A) make such representations, warranties and covenants, provide such indemnities and enter into such definitive agreements on the same terms as the Tag-Along Seller (taking into account each Member’s proportionate share of the Company Interests); provided that if the Tagging Person is required to provide any representations or indemnities in connection with such Transfer, liability for misrepresentation or indemnity shall (as to the Tagging Person) be expressly stated to be several but not joint and the Tagging Person shall not (other than with respect to representations and indemnities concerning the Tagging Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement) be liable for more than its pro rata share (based on the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members) of any liability for misrepresentation or indemnity or be liable for any representations or warranties made by the Tag-Along Seller or any other Tagging Person with respect to such Person’s title to its Company Interests and authority, power and right to enter into and consummate the Transfer without contravention of any Law or agreement (or any other individual seller representations); (B) contribute to and participate in any escrow or holdback arrangements, adjustments in purchase price and transaction expenses proportionally on the basis of the proportion of its Tag-Along Company Interests to the aggregate Company Interests to be Transferred by all Members and (C) not be required to enter into or agree to any non-compete or similar restrictive covenant; and (iv) Promptly after the consummation of the Tag-Along Sale, the Tag-Along then Seller shall (A) notify the Tagging Person thereof; (B) if not remitted directly to the Tagging Personsuch Third Party of Buyer’s tag election, remit to the Tagging Person the total consideration for the Company Interests of the Tagging Person Transferred pursuant thereto less the Tagging Persons’ pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with this Section 9.6, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag Exercise Notices; and (Ci) furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may Tagged Interest shall be reasonably requested by the Tagging Person. The Tag-Along Seller shall promptly remit to the Tagging Person, if not remitted directly to the Tagging Person, any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price. (c) If any other Member fails to, or declines to, exercise its Tag-Along Right, the Tag-Along Seller shall have 12 months from the expiration of the Tag-Along Acceptance Period to Transfer the Tag-Along Offered Company Interests to the Third Party Purchaser described in the Tag Notice, sold on substantially the same terms and conditions set forth described in the Tag Notice. If at , with the end of exception that any representations and warranties relating specifically to any Party shall be made only by that Party, and any indemnification provided by the Parties in the sale shall be made on a several, and not joint, basis and (ii) Seller and Buyer shall enter into separate but substantially similar purchase and sale agreements with the purchaser with respect to such period, the Tag-Along Seller has not completed such TransferSale. (c) Notwithstanding anything in this Agreement to the contrary, with respect to any proposed Tag-Along Seller may not Sale and after giving effect a Transfer to the preceding subsections of this Section 6.04, if the Tagged Interest permitted to be sold pursuant to this Section 6.04, when combined with Seller’s interest in the Joint Assets that are subject to the applicable proposed Tag-Along Offered Company Interests without complying Sale, exceeds the interests that the proposed purchaser is willing to purchase, then, if Seller elects to proceed with such Tag-Along Sale, the provisions Tagged Interest and Seller’s interest in the Joint Assets subject to such Tag-Along Sale shall be reduced proportionately (based on each Party’s respective working interest therein) until the aggregate of Seller’s and Buyer’s collective interest in the Joint Assets to be sold under this Section 9.66.04 does not exceed the interest the proposed purchaser is willing to purchase. (d) For purposes of this Section 9.6, all references If Buyer elects not to “Tag-Along Seller,” “Tagging Person” and “other Member” shall include their respective Permitted Transferees; provided that for so long as LMC and FX are Members, LMC and FX shall each have the sole right to exercise participate in the Tag-Along Right and deliver Sale, then Seller shall be free to sell the applicable Joint Assets described in the Tag Exercise Notice on behalf of itself and all of its Permitted Transferees and otherwise act on their behalf under this Section 9.6. The Notice, as long as (i) the Tag-Along Sale is on terms no more favorable to the transferee, in the aggregate, to those provided in the Tag Notice (including with respect to the consideration paid to Seller therefor), and each Tagging Person (ii) the Tag-Along Sale is completed within one hundred and eighty (180) days following Buyer’s election not to participate in the Tag-Along Sale. If Seller fails to sell its interest in the applicable Joint Assets covered by a Tag Notice within one hundred and eighty (180) days following Buyer’s election not to participate in the Tag-Along Sale, then such Joint Assets shall each again be responsible for (and shall ensure) their respective Permitted Transferees’ compliance with subject to this Section 9.66.05. (e) Provided that Buyer has complied with its obligations set forth in this Section 6.05, Seller shall have no liability to Buyer if the Tag-Along Sale is not consummated for any reason.