Common use of Tag-Along Rights Clause in Contracts

Tag-Along Rights. (a) Subject to Section 5.4, if one or more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.

Tag-Along Rights. (a) Subject In the event that you become a Tag-Along Stockholder pursuant to Section 5.44.4 of the Stockholders Agreement, any Shares issuable in respect of vested Options held by you whether or not exercised (including any Options that would vest as a result of the consummation of the Transfer to the Proposed Transferee) shall, at your sole discretion, be Tag-Along Shares and shall constitute Shares Beneficially Owned by you for purposes of determining your Tag-Along Pro Rata Portion. Your rights set forth in Section 4.4 of the Stockholders Agreement shall terminate upon the earlier to occur of (i) the one year anniversary of an IPO and (ii) a Liquidity Event that occurs prior to an IPO. With respect to Transfers subject to Section 4.4 of the Stockholders Agreement, if one the form of consideration is not solely cash payable in immediately available funds or more Class B cash equivalents, you, in your capacity as an Eligible Tag-Along Stockholder, may reasonably request financial and other information in order to reasonably evaluate the consideration proposed to be delivered. In the event that (x) the consideration payable for Shares to be sold pursuant to Section 4.4 of the Stockholders Agreement includes securities and (y) applicable law would require the “Transferring Stockholders”provision to you, in your capacity as an Eligible Tag-Along Stockholder or Tag-Along Stockholder, of any specified information regarding the Company or any of its parents or subsidiaries, such securities or the issuer thereof that is not otherwise required to be provided for such Transfer pursuant to Section 4.4 of the Stockholders Agreement, then notwithstanding Section 4.4(c)(iv) desire to sell any or all of their Sharesthe Stockholders Agreement, other than to you, in your capacity as a Permitted Holder or in a Market SaleTag-Along Stockholder, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders sell Shares in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares proposed Transfer pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name 4.4 of the proposed transfereeStockholders Agreement; provided, (ii) that the number of Shares proposed Stockholder Sellers shall have the right, but not the obligation, to cause to be transferred (paid to you, in your capacity as a Tag-Along Stockholder, in lieu of such securities described in the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholderspreceding sentence, (iii) the proposed purchase price therefore, including a description of any non-an amount in cash consideration sufficiently detailed equal to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of such Shares as of the proposed sale, including the proposed sale date (which date may such securities otherwise would have been issued in exchange for such Shares. You will not be less than 30 days after delivery required to agree to a non-compete agreement as a condition to participating in a Transfer as a Tag-Along Stockholder or otherwise in connection with such Transfer (it being understood that any existing non-compete agreement then in effect between you and the Company or one of its parents or subsidiaries shall not terminate solely as a result of such Transfer). For the avoidance of doubt, you shall be deemed to be a Stockholder for purposes of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation tag-along provisions of the sale by Stockholders Agreement as long as you hold vested equity in the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Company.

Tag-Along Rights. (a) Subject If, at any time or from time to Section 5.4time prior to a Qualifying Public Equity Offering, if one Sponsor or more Class B Stockholders any of its Affiliates (the “Transferring Stockholders”"Sponsor Transferor") desire proposes to sell Transfer any or all shares of their SharesCommon Stock to a Person (the "Purchaser"), other than pursuant to a Permitted Holder Section 3.02(a), 3.02(d), 5.01 or 5.02 or in a Market Sale, and such sale would result in a Change circumstance where all of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on shares owned by all of the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares Shareholders are being purchased pursuant to Section 5.44.03, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt Sponsor Transferor shall give written notice (the “a "Transfer Notice”)") of such proposed Transfer to the Shareholders at least fifteen (15) days prior to the consummation of such proposed Transfer, which notice shall state setting forth (iA) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholdersshares of Common Stock offered to be Transferred to Purchaser, (iiiB) the proposed purchase price thereforeconsideration to be received for such shares of Common Stock by the Sponsor Transferor, including a description of any non-cash consideration sufficiently detailed to permit (C) the determination identity of the Fair Market Value thereofPurchaser(s), and (ivD) the any other material terms and conditions of the proposed saleTransfer, including (E) the expected date of the proposed sale date Transfer and (which date may not F) that each such Shareholder shall have the right (the "Tag-Along Right") to elect to sell up to its Pro Rata Portion of such shares of Common Stock to be less than 30 days after delivery Transferred to Purchaser. If any portion of the consideration contained in the Transfer NoticeNotice includes consideration other than cash, the Sponsor Transferor shall provide the Shareholders with a summary of a valuation study, if any, that the Sponsor Transferor has prepared concerning such consideration, but the Sponsor Transferor shall have no liability to any Shareholder with respect to any such summary or study and no obligation to undertake any such valuation. Notwithstanding the first sentence of this Section 4.02(a). Such notice shall be accompanied , a Shareholder will have a Tag-Along Right in connection with Transfers of shares of Common Stock by the Sponsor Transferor to a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation Permitted Transferee (other than an Affiliate of the sale Sponsor Transferor) when the Sponsor Transferor Transfers shares of Common Stock to such Person at a price per share (as adjusted for Adjustments) that is greater than the price per share (as adjusted for Adjustments) paid for such shares by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Sponsor Transferor.

Tag-Along Rights. (a) Subject So long as this Agreement shall remain in effect, with respect to Section 5.4any proposed Transfer by any of Vestar and its Affiliates (in such capacity, if one or more Class B Stockholders (the “a "Transferring Stockholders”Stockholder") desire to sell any or all of their SharesCommon Stock permitted hereunder, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a))3.2(b) and 3.6, each Class B the Transferring Stockholder shall have the obligation, and each other Stockholder (other than Vestar or any of its Affiliates) shall have the right, to require the proposed transferee to purchase from each such other Stockholder having and exercising such right (each a "Tagging Stockholder") a number of shares of Common Stock up to participate the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of shares of Common Stock beneficially owned on a fully diluted basis by such Tagging Stockholder and sought by the Tagging Stockholder to be included in the contemplated Transfer by (B) the aggregate number of shares of Common Stock beneficially owned on a fully diluted basis by the Transferring Stockholder and all Tagging Stockholders and sought by the Transferring Stockholder and all Tagging Stockholders to be included in the contemplated Transfer and (ii) the total number of shares of Common Stock proposed to be directly or indirectly Transferred to the transferee in the contemplated Transfer, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and for form of consideration) as to be paid and given to the Transferring Stockholder; provided that a Stockholder shall not be deemed to beneficially own any shares underlying unexercised Options unless such Options are vested and exercisable as of the date of the Tag Notice described in Section 3.5(b); and provided further that in order to be entitled to exercise its right to sell shares of Common Stock to the proposed transferee pursuant to this Section 3.5(a), a Tagging Stockholder must agree to make to the transferee the same per share consideration representations, warranties, covenants, indemnities and agreements as the Transferring Stockholders Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder (except that in the case of representations and warranties pertaining specifically to the Transferring Stockholder a Tagging Stockholder shall make the comparable representations and warranties pertaining specifically to itself); and provided further that all representations, warranties and indemnities shall be made by Tagging Stockholders severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis. Any Tagging Stockholder that is a holder of Common Stock Equivalents and wishes to participate in a sale in the manner set forth in of Common Stock pursuant to this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice 3.5(a) shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that convert or exercise or exchange such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer Common Stock Equivalents into or for Common Stock as may be conditioned upon required therefor on or prior to the consummation closing date of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Transfer.

Tag-Along Rights. (a) Subject to Section 5.4If, if at any time, one or more Class B Stockholders Stockholder(s) propose to transfer any Shares to any Person (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than a Permitted Transferee of such transferring Stockholder and other than pursuant to a Permitted Holder or Registered Sale) (a "TAG-ALONG PURCHASER") in accordance with the terms of this Agreement, then, unless such transferring Stockholder(s) are entitled to give and do give a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares Drag-Along Notice pursuant to Section 5.43.3 hereof, the Transferring Stockholders shall, prior such transferring Stockholder(s) shall first provide written notice to such sale, deliver to each of the other Class B Stockholders prompt written notice (other than Affiliates of the “Transfer Notice”transferring Stockholder(s)), which notice (the "TAG-ALONG NOTICE") shall state state: (i) the name of the proposed transferee, (ii) the maximum number of Shares proposed to be transferred (the “Transferred Shares”"TAG-ALONG SECURITIES"); (ii) and the percentage purchase price per Share for the Tag-Along Securities (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, "TAG-ALONG PRICE"); and (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other all material terms and conditions of the proposed such sale, including the proposed sale transfer date (which date may not be less than 30 days after delivery of the Transfer Tag-Along Notice). Such notice Each of the Stockholders (other than the transferring Stockholder(s) and its/their respective Affiliates) that has been provided with the Tag-Along Notice (each, a "TAG-ALONG RIGHTHOLDER") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, that number of Shares held by such Tag-Along Rightholder equal to that percentage of the Tag-Along Securities determined by dividing (A) the total number of Shares then owned by such Tag-Along Rightholder by (B) the sum of (1) the total number of Shares then owned by all such Tag-Along Rightholders exercising their rights pursuant to this Section 3.2 and (2) the total number of Shares then owned by the transferring Stockholder(s). The transferring Stockholder(s) and the Tag-Along Rightholder(s) exercising their rights pursuant to this Section 3.2 shall effect the sale of the Tag-Along Securities, and such Tag-Along Rightholder(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Rightholder(s) pursuant to this Section 3.2(a), and the number of Tag-Along Securities to be sold to such Tag-Along Purchaser by the transferring Stockholder(s) shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5reduced accordingly.

Tag-Along Rights. (a) Subject Prior to Section 5.4, if one or more Class B Stockholders making any Transfer of Common Stock (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided Transfer described in Section 5.2(a8(b)), each Class B Stockholder Investors shall have give at least 30 days prior written notice to Participant and the right Company, which notice (for purposes of this Section 8, the "Sale Notice") shall identify the type and amount of Common Stock to participate on be sold (for purposes of this Section 8, the same "Offered Securities"), describe in reasonable detail the terms and conditions of such proposed Transfer and for identify each prospective Transferee. Participant may, within 15 days of the same per share consideration as receipt of the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4Sale Notice, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt give written notice (the “"Tag-Along Notice") to Investors that Participant wishes to participate in such proposed Transfer Notice”), which notice shall state (i) upon the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the Option Shares such Participant desires to include in such proposed Transfer; provided, however, that (1) none of Participant's rights to Option Shares subject to the exercise of Options shall be entitled to be sold pursuant to this Section 8(a) unless such Options have fully vested and the Options have been exercised and (2) to exercise its tag-along rights hereunder, Participant must agree to make to the Transferee the same representations, warranties, covenants, indemnities and agreements as Investors agrees to make in connection with the Transfer of the proposed saleOffered Securities (except that in the case of representations and warranties pertaining specifically to, including the proposed sale date or covenants made specifically by, Investors, Participant shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) himself), and must agree to bear his ratable share (which date may shall be proportionate based on the value of Option Shares and Offered Securities that are Transferred but shall not be less exceed the amount of proceeds received in connection with such Transfer) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than 30 days after delivery those representations, warranties and covenants that pertain specifically to a given stockholder, who shall bear all of the Transfer Noticeliability related thereto), indemnities or other agreements made in connection with the Transfer. Such notice shall be accompanied by a written offer from the proposed transferee Each stockholder will bear (x) its or his own costs of any sale of shares of Common Stock pursuant to purchase the Transferred Shares, which offer may be conditioned this Section 8(a) and (y) its or his pro-rata share (based upon the consummation relative amount of the sale by the Transferring Stockholders, or the most recent drafts shares of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation Common Stock sold) of any of the other Class B Stockholders in such costs of any reasonable and customary sale consistent with of shares of Common Stock pursuant to this Section 5.58(a) to the extent such costs are incurred for the benefit of all stockholders and are not otherwise paid by the Transferee.

Tag-Along Rights. (a) Subject to Section 5.4, if one or more Class B Stockholders In the event of a proposed Transfer of Shares by a Stockholder (the a “Transferring StockholdersStockholder”) desire to sell any or all of their Shares, other than (x) to a Permitted Holder Transferee or (y) in connection with a Market Sale, and Public Offering (including a shelf takedown) in accordance with the Registration Rights Agreement (with respect to which each Stockholder’s right to participate in such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)Public Offering will be governed by the terms thereof), each Class B Stockholder (other than the Transferring Stockholder) shall have the right to participate on the same terms and conditions and for the same per share Share consideration as the Transferring Stockholders Stockholder in the sale Transfer in the manner set forth in this Section 5.53.3. If Class B Stockholders do not elect Prior to purchase any such Shares pursuant to Section 5.4Transfer, the Transferring Stockholders shall, prior to such sale, Stockholder shall deliver to the other Class B Stockholders Company prompt written notice (the “Transfer Notice”), which the Company will forward to the Stockholders (other than the Transferring Stockholder, the “Tag-Along Participants”) within 5 days of receipt thereof, which notice shall state (i) the name of the proposed transfereeTransferee, (ii) the number of Shares proposed to be transferred Transferred (the “Transferred SharesSecurities”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes constitute of the total number of Shares owned by such Transferring StockholdersStockholder, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed saleTransfer, including the proposed sale Transfer date (which date may not be less than 30 35 days after delivery to the Tag-Along Participants of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee Transferee to purchase the Transferred SharesSecurities, which offer may be conditioned upon the consummation of the sale by the Transferring StockholdersStockholder, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders Stockholder and the transferee Transferee which shall make provision for the participation of the other Class B Stockholders Tag-Along Participants in such sale consistent with this Section 5.53.3.

Tag-Along Rights. (ai) Subject to Section 5.4During any period between the expiration of the Restricted Period and completion of a Qualified Public Offering, if one any Transferring Holder (together with its Affiliates) proposes to Transfer to another Person or more Class B Stockholders Persons (including, for the avoidance of doubt, any ROFO Offeree) (collectively, the “Tag-Along Offerors”), in a transaction or series of related transactions (the “Transferring StockholdersTag-Along Transaction”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Common Shares representing at least 15% of the Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such A Shares pursuant to Section 5.4then outstanding, the Transferring Stockholders shallthen, at least 15 Business Days prior to the closing of such saleproposed Transfer, such Transferring Holder shall deliver to the other Class B Stockholders prompt a written notice (the “Transfer Tag-Along Notice”), which notice ) to each Holder. Such Tag-Along Notice shall state (iA) set forth (1) the name of the proposed transferee, (ii) the total number of Common Shares proposed to be transferred Transferred (the “Transferred Tag-Along Shares”), (2) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Common Shares beneficially owned by the Transferring Holder and each Affiliate of such Transferring StockholdersHolder proposing to Transfer Common Shares in such Tag-Along Transaction (each a “Transferring Affiliate”), (iii3) the name and address of the Tag-Along Offerors, (4) the proposed purchase price thereforeamount and type of consideration (including, including a description if the consideration consists in whole or in part of any non-cash consideration sufficiently detailed consideration, such information available to permit the determination Transferring Holder as may be reasonably necessary for the Company to properly analyze the economic value and investment risk of the Fair Market Value thereof, such non-cash consideration) and (iv5) the other material terms and conditions of payment that the proposed sale, including Transferring Holder and its Transferring Affiliates intend to accept; and (B) indicate that the proposed sale date (which date may not be less than 30 days after delivery Tag-Along Offerors have been informed of the Transfer Notice). Such notice shall be accompanied by a written offer Tag-Along Rights provided for in this Section 4(e) and have agreed to purchase Common Shares from the proposed transferee to purchase Principal Stockholders (and their Affiliates) and their applicable Partial Rights Transferees (and their respective Affiliates) in accordance with the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5terms hereof.

Tag-Along Rights. (a) Subject to Section 5.4Until the expiration of the Initial Share Holding Period, if one or more Class B Stockholders any Blackstone Entity (the a “Transferring StockholdersSelling Shareholder”) desire proposes to sell any Transfer shares of Common Stock, which Transfer or all series of their Shares, related Transfers relates to more than 5% of the then-outstanding shares of Common Stock (other than (i) to an Affiliate that qualifies as a Permitted Holder Assign or (ii) pursuant to the exercise of rights set forth in Section 2.5 or in the Registration Rights Agreement) (any such transaction, a Market “Proposed Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)”), then each Class B Stockholder shall of the other Shareholders that is not a Blackstone Entity will have the right to participate on require the proposed Transferee (a “Proposed Transferee”) to purchase from any such other Shareholder who exercises its rights pursuant to this Section 2.4 (a “Tagging Shareholder”) up to the number of shares of Common Stock equal to the product (rounded up to the nearest whole number) of (x) the quotient determined by dividing (A) the aggregate number of shares of Common Stock owned by such Tagging Shareholder by (B) the aggregate number of shares of Common Stock owned by the Selling Shareholder(s), all Tagging Shareholders and any other Persons exercising similar rights held by such Persons under similar agreements and (y) the total number of shares of Common Stock proposed to be directly or indirectly Transferred to the Proposed Transferee, at the same price per share of Common Stock and upon the same terms and conditions (including, without limitation, time of payment, form of consideration and for adjustments to purchase price) as the Selling Shareholder; provided, that in order to be entitled to exercise its right to sell shares of Common Stock to the Proposed Transferee pursuant to this Section 2.4, each Tagging Shareholder shall agree to make to the Proposed Transferee the same per share consideration representations, warranties, covenants, indemnities and agreements as the Transferring Stockholders Selling Shareholder agrees to make in connection with the Proposed Sale and shall agree to the same conditions to the Proposed Sale as the Selling Shareholder agrees (except that, in the sale case of representations, warranties, conditions, covenants, indemnities and agreements pertaining specifically to the Selling Shareholder, each Tagging Shareholder shall make comparable representations, warranties, covenants, indemnities and agreements and shall agree to comparable conditions, in each case to the extent applicable and pertaining specifically to itself and only to itself); provided, that all representations, warranties, covenants, indemnities and agreements (other than those referred to in the manner set forth in this Section 5.5. If Class B Stockholders do immediately preceding exception) shall be made by the Selling Shareholder and each Tagging Shareholder severally and not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver jointly and that any liability to the other Class B Stockholders prompt written notice (Selling Shareholder and the “Transfer Notice”), which notice Tagging Shareholders thereunder shall state (i) the name be borne by each of the proposed transferee, (ii) them on a pro rata basis determined according to the number of Shares proposed shares of Common Stock sold by each of them. Each Tagging Shareholder will be responsible for its proportionate share of the costs of the Proposed Sale to the extent not paid or reimbursed by the Company, the Proposed Transferee or another Person (other than the Selling Shareholder). The Selling Shareholder shall be entitled to estimate each Tagging Shareholder’s proportionate share of such costs and to withhold such amounts from payments to be transferred made to such Tagging Shareholder at the time of closing of such Proposed Sale; provided, that (1) such estimate shall not preclude the “Transferred Shares”) and Selling Shareholder from recovering additional amounts from any Tagging Shareholder in respect of such Tagging Shareholder’s proportionate share (based on the percentage (the “Tag Percentage”) that such number of Shares constitutes shares of Common Stock sold) of such costs and (2) the total number of Shares owned Selling Shareholder shall promptly reimburse each Tagging Shareholder to the extent actual amounts are ultimately less than the estimated amounts paid by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of Tagging Shareholder or any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale such amounts are paid by the Transferring StockholdersCompany, the Proposed Transferee or another Person (other than the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Selling Shareholder).

Tag-Along Rights. (a) Subject Prior to Section 5.4an Initial Public Offering, if one or more Class B Stockholders (the “Transferring Stockholders”) desire with respect to sell any or all proposed Transfer by XXXX and its Affiliates of their Shares, shares of Common Stock to any Person other than XXXX and its Affiliates (each a "Third Party") (other than in ----------- a Public Offering, which shall be subject to Article III), whether pursuant to a Permitted Holder stock sale, merger, consolidation, a tender or in exchange offer or any other transaction (any such transaction, a Market "XXXX Sale"), XXXX and its Affiliates will --------- have the obligation, and such sale would result in a Change each of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall the Non-XXXX Parties will have the right right, to participate on require the proposed transferee or acquiring Person (a "Proposed Transferee") to ------------------- purchase from each of the Non-XXXX Parties who exercises its rights under Section 2.4(b) (a "Tagging Securityholder") a number of shares of Common Stock ---------------------- up to the product (rounded to the nearest whole number of shares) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Common Stock owned by such Tagging Securityholder by (B) the aggregate number of outstanding shares of Common Stock and (ii) the total number of shares of Common Stock proposed to be directly or indirectly Transferred to the Proposed Transferee at the same price per share and upon the same terms and conditions (including, without limitation, time of payment and for form of consideration) as to be paid by and given to XXXX and/or its Affiliates (as applicable). In order to be entitled to exercise its right to sell shares of Common Stock to the Proposed Transferee pursuant to this Section 2.4, each Tagging Securityholder must agree to make to the Proposed Transferee the same per share consideration covenants, indemnities (with respect to all matters other than XXXX'x and/or its Affiliates' Ownership of Common Stock) and agreements as XXXX and/or its Affiliate (as applicable) agrees to make in connection with the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect XXXX Sale and such representations and warranties (and related indemnification) as to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior its Ownership of its Common Stock as are given by XXXX and/or its Affiliate (as applicable) with respect to such saleparty's Ownership of Common Stock; provided, deliver that all such covenants, indemnities and -------- agreements shall be made by each Tagging Securityholder, severally and not jointly, and that the liabilities thereunder (other than with respect to the other Class B Stockholders prompt written notice (the “Transfer Notice”)Ownership, which notice shall state (ibe several obligations) the name of the proposed transferee, (ii) shall be borne on a pro rata basis based on the number of Shares proposed to be transferred (the “shares Transferred Shares”) by each of XXXX, and its Affiliates and the percentage (the “Tag Percentage”) that such number of Shares constitutes Tagging Securityholders. Each Tagging Securityholder will be responsible for its proportionate share of the total number of Shares owned reasonable out-of-pocket costs incurred by such Transferring Stockholders, (iii) XXXX and its Affiliates in connection with the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed XXXX Sale to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may extent not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale paid or reimbursed by the Transferring Stockholders, Company or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Proposed Transferee.

Tag-Along Rights. (a) Subject to Section 5.43.4(e), if one any Sponsor Investor proposes to transfer any Transferrable Shares to any Person (other than a Permitted Transferee) (i) during the First Post-IPO Transfer Restriction Period in a Private Sale pursuant to Section 3.3(b)(ii) or more Class B Stockholders (ii) during the Second Post-IPO Transfer Restriction period in a Private Sale pursuant to Section 3.3(c)(ii) (each a “Tag-Along Sale”), such Sponsor Investor (the “Transferring StockholdersSelling Sponsor Investor”) desire shall give, or direct the Company to sell any or all of their Sharesgive and the Company shall so give, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the a “Transfer Notice”)) of such proposed transfer to the other Sponsor Investors (such other Sponsor Investors, which notice shall state the “Eligible Tag Sponsors”) with respect to such Tag-Along Sale at least three (i3) Business Days prior to the name consummation of the such proposed transferee, transfer setting forth (ii1) the number of Transferable Shares proposed to be transferred transferred, (2) the consideration to be received for such Transferable Shares by such Selling Sponsor Investor, (3) the identity of the purchaser (the “Transferred SharesProposed Transferee”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders), (iii4) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed saletransfer, (5) the fraction, expressed as a percentage, determined by dividing the number of Transferable Shares to be purchased from the Selling Sponsor Investor by the total number of Transferable Shares held by the Selling Sponsor Investor (the “Tag-Along Sale Percentage”) and (6) an invitation to each Eligible Tag Sponsor to irrevocably agree to include in the Tag-Along Sale a number of Transferable Shares held by such Eligible Tag Sponsor equal to the product of the total number of Transferable Shares held by such Eligible Tag Sponsor multiplied by the Tag-Along Sale Percentage (such amount with respect to each Eligible Tag Sponsor, such Eligible Tag Sponsor’s “Tag-Along Shares”). In the event that more than one (1) Silver Lake Partners Investor proposes to execute a Tag-Along Sale, then all such transferring Silver Lake Partners Investors shall be treated as the Selling Sponsor Investor, and the Transferable Shares held and to be transferred by such Silver Lake Partners Investors shall be aggregated as set forth in Section 7.15, including for purposes of calculating the proposed sale date applicable Tag-Along Sale Percentage. In the event that more than one (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice 1) Silver Lake Sumeru Investor proposes to execute a Tag-Along Sale, then all such transferring Silver Lake Sumeru Investors shall be accompanied by a written offer from treated as the proposed transferee to purchase the Transferred SharesSelling Sponsor Investor, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which Transferable Shares held and to be transferred by such Silver Lake Sumeru Investors shall make provision be aggregated as set forth in Section 7.15, including for purposes of calculating the participation of the other Class B Stockholders applicable Tag-Along Sale Percentage (in such sale consistent with this all cases subject to Section 5.53.5).

Tag-Along Rights. (a) Subject If any of the Washington Parties or the Tiger Parties elects to Section 5.4Transfer through a sale any of the Common Shares owned by such Shareholders (such Common Shares desired to be so Transferred, if the “Transferor Shares” and the Shareholder electing to sell, the “Selling Shareholder”) to one or more Class B Stockholders third parties (a “Tag-Along Buyer,” which may include buyers in open market transactions), then, at least five (5) Business Days prior to the date upon which the Selling Shareholder intends to consummate such Transfer, the Selling Shareholder shall give written notice thereof, which notice shall set forth the consideration to be paid by the Tag-Along Buyer, the identity of the Tag-Along Buyer if then identified and the other material terms and conditions of such transaction (such notice, the “Transferor Notice,” which notice may be given at the same time as a ROFO Offer pursuant to Section 3.03), to the Tiger Representative (if the Selling Shareholder is a Washington Party) or to the Washington Representative (if the Selling Shareholder is a Tiger Party). The Representative receiving such notice shall promptly provide a copy of such notice to the Shareholders for which such Representative acts as Representative (the Shareholder Group represented by such Representative, the “Transferring StockholdersTag-Along Participants”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder . The Tag-Along Participants shall have the right (the “Tag-Along Right”) to participate sell to the Tag-Along Buyer, at such Tag-Along Participants’ option, up to such number of Common Shares that is determined by multiplying the aggregate number of Common Shares owned by the Tag-Along Participants by a fraction, the numerator of which is Transferor Shares being Transferred in the transaction and the denominator of which is the aggregate number of Common Shares owned by all of the Shareholders at that time (the “Ratable Percentage Share”), on the same terms and conditions and for at the same per share price and consideration (including class of equity and substantially the same rights) as are applicable to the Transferring Stockholders in Transferor Shares, and the Selling Shareholder may only sell to the Tag-Along Buyer the balance of the Transferor Shares concurrently with the sale in of any shares being sold by the manner set forth in this Section 5.5Tag-Along Participants. If Class B Stockholders do not The Tag-Along Participants shall have five (5) Business Days following receipt of the Transferor Notice to elect to purchase such sell all or a portion of their Ratable Percentage Share of the Transferor Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt by delivering a written notice of such election (the “Transfer Tag-Along Notice”) to the Selling Shareholder. The Washington Parties or the Tiger Parties, as applicable, will determine and allocate among themselves which Shareholder or Shareholders among the Tag-Along Participants will sell its Common Shares (the “Tag-Along Participant Shares” and those Tag-Along Participants participating in the sale, the “Tag-Along Sellers”), which notice shall state (i) the name and such determination and allocation must be included in any Tag-Along Notice. The failure of the proposed transferee, Tag-Along Participants to deliver a Tag-Along Notice within such five (ii5) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice Business Day period shall be accompanied by deemed to constitute a written offer from the proposed transferee waiver of such Tag-Along Participants’ Tag-Along Right with respect to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Transfer.

Tag-Along Rights. Prior to making any Transfer of Class A Common Units (aother than a Transfer described in Section 3.3(b)) Subject with respect to Section 5.4, if which one or more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders Eligible Holders do not elect to purchase all of such Shares Class A Common Units pursuant to Section 5.43.2, the Transferring Stockholders shallany holder of Class A Common Units proposing to make such a Transfer (for purposes of this Section 3.3, a "Selling Holder") shall give at least fifteen (15) days prior to such sale, deliver to the other Class B Stockholders prompt written notice to each Securityholder (for purposes of this Section 3.3, each an "Other Holder") and the “Transfer Notice”)Company, which notice (for purposes of this Section 3.3, the "Sale Notice") shall state (i) identify the name of the proposed transferee, (ii) the number of Shares Class A Common Units that are proposed to be transferred sold (for purposes of this Section 3.3, the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non"Co-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereofSale Offered Securities"), and (iv) describe in reasonable detail the other material terms and conditions of such proposed Transfer and identify each prospective Transferee. Any of the Other Holders may, within ten (10) days of the receipt of the Sale Notice, give written notice (each, a "Tag-Along Notice") to the Selling Holder that such Other Holder wishes to participate in such proposed saleTransfer upon the terms and conditions set forth in the Sale Notice, including which Tag-Along Notice shall specify the Common Units such Other Holder desires to include in such proposed sale date Transfer; provided, however, that (1) each Other Holder shall be required, as a condition to being permitted to sell Common Units pursuant to this Section 3.3(a) in connection with a Transfer of Co-Sale Offered Securities, to sell its proportionate amount (based on the respective Pro Rata Amounts of the Selling Holder and each Other Holder exercising tag-along rights under this Section 3.3(a)) of the Class A Common Units proposed to be sold by the Selling Holder and (2) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the Transferee the same representations, warranties, covenants, indemnities and agreements as the Selling Holder agrees to make in connection with the Transfer of the Co-Sale Offered Securities (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, the Selling Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his or its ratable share (which date may shall be proportionate based on the value of Common Units that are Transferred but shall not be less exceed the amount of proceeds received in connection with such Transfer) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than 30 days after delivery those representations, warranties and covenants that pertain specifically to a given Investor, who shall bear all of the Transfer Noticeliability related thereto), indemnities or other agreements made in connection with the Transfer. Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned Each participating Other Holder will bear its or his pro-rata share (based upon the consummation relative amount of Common Units sold) of all reasonable and customary costs of the sale of Common Units pursuant to this Section 3.3(a) to the extent such costs are not otherwise paid by the Transferring StockholdersTransferee. If any holder of Class B Common Units wishes to participate in any sale pursuant to this Section 3.3(a), or appropriate economic adjustments to the most recent drafts Class B Common Units offered for sale in the Tag-Along Notice may be made to facilitate the sale of such Class B Common Units; provided, that the economic value of the purchase and sale documentation between Class B Common Units, as determined in the Transferring Stockholders and the transferee which shall make provision for the participation good faith discretion of the other Board, prior to any economic adjustment will be maintained after such adjustment (by means of conversion into the economic equivalent of Class B Stockholders in such sale consistent with this Section 5.5A Common Units or otherwise).

Tag-Along Rights. (a) Subject to Section 5.4If any Class A-2 Member, if one Class C Member or more the GM Investor or its Affiliates in their capacity as a Class B Stockholders F Preferred Member (the “Transferring StockholdersHolder”) desire proposes to sell any or all of their Transfer Class A-2 Preferred Shares, Class C Common Shares or Class F Preferred Shares (or any other Equity Securities held by such Member) to an Independent Third Party prior to an IPO (other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control any Transfer (and has been approved i) as provided in Section 5.2(a9.08, (ii) as provided in Section 9.09, (iii) in connection with Section 9.10 or (iv) as provided in Section 9.12)), then the Transferring Holder(s) shall deliver a written notice (such notice, the “Tag Notice”) to the Company, each Class B Stockholder shall have D Member, each Class A-1 Preferred Member, each Class E Member and each Class F Preferred Member (the right “Participation Members,” provided that, for clarity, such Transferring Holder will not be a Participation Member in its capacity as a Class F Preferred Member, notwithstanding that such Transferring Holder may hold Class F Preferred Shares) at least thirty (30) days prior to participate on making such Transfer, specifying in reasonable detail the same identity of the prospective transferee(s), the number of Class A-2 Preferred Shares or Class C Common Shares (or any other Equity Securities held by such Members) to be Transferred and the price and other terms and conditions and for of the same per share consideration as the Transferring Stockholders Transfer. Each Participation Member may elect to participate in the sale contemplated Transfer in the manner set forth in this Section 5.5. If Class B Stockholders do not elect 9.07 by delivering an irrevocable written notice to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice Holder(s) within fifteen (the “Transfer Notice”), which notice shall state (i15) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Tag Notice). Such , which notice shall be accompanied by a written offer from specify the proposed transferee to purchase the Transferred number of Class A-1 Preferred Shares, which offer may be conditioned upon the consummation Class D Common Shares, Class E Common Shares and Class F Preferred Shares (or any other Equity Securities held by such Members) that such Participation Member desires to include in such proposed Transfer. If none of the sale by Participation Members gives such notice prior to the expiration of the fifteen (15) day period for giving such notice, then the Transferring StockholdersHolder(s) may Transfer such Class A-2 Preferred Shares or Class C Common Shares (or any other Equity Securities held by such Members) to any Person at the same price and on other terms and conditions that are no more favorable, or in the most recent drafts aggregate, to the Transferring Holder(s) than those set forth in the Tag Notice. If any Participation Members have irrevocably elected to participate in such Transfer prior to the expiration of the purchase and sale documentation between fifteen (15) day period for giving notice, each Participation Member shall be entitled to sell in the Transferring Stockholders and contemplated Transfer a total number of Class A-1 Preferred Shares with respect to Class A-1 Preferred Members, Class D Common Shares with respect to Class D Members, Class E Common Shares with respect to Class E Members, Class F Preferred Shares with respect to Class F Preferred Members (the transferee which shall make provision for “Tagged Shares”) to be sold in the participation of Transfer, to be calculated according to the other Class B Stockholders in such sale consistent with this Section 5.5.following methodology:

Tag-Along Rights. In the event that Parent proposes to Transfer shares of Common Stock, other than any Transfer to an Affiliate of Parent, and such shares of Common Stock would represent, together with all shares of Common Stock previously Transferred by Parent to non-Affiliates of Parent, more than 10% of Parent’s shares of Common Stock held immediately prior to the such proposed Transfer, then at least thirty (a30) Subject days prior to Section 5.4effecting such Transfer, if one or more Class B Stockholders Parent shall give each Stockholder written notice of such proposed Transfer. Stockholder shall then have the right (the “Transferring StockholdersTag-Along Right”) desire ), exercisable by written notice to sell any or all of their SharesParent, other than to a Permitted Holder or participate pro rata in a Market Sale, and such sale would result in by selling a Change pro rata portion of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate Stockholder’s shares of Common Stock on substantially the same terms (including with respect to representations, warranties and conditions indemnification) as Parent; provided, however, that (x) any representations and for warranties relating specifically to Parent or Stockholder shall only be made by Parent or Stockholder, as applicable; (y) any indemnification provided by holders of shares of Common Stock (other than with respect to the same per share consideration as the Transferring Stockholders representations referenced in the sale foregoing subsection (x)) shall be based on the relative shares of Common Stock being sold by the holder thereof in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (each of Parent’s and Stockholder’s contributions to such escrow to be on a pro-rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of Parent or Stockholder shall in no event exceed the net proceeds to it from such proposed Transfer; and (z) the form of consideration to be received by Parent in connection with the proposed sale date (which date may not be different from that received by Stockholder so long as the value of the consideration to be received by Parent is the same or less than 30 days after delivery what they would have received had they received the same form of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5consideration as Stockholder.

Tag-Along Rights. (a) Subject If (x) any Management Stockholder or New Money Stockholder proposes to Section 5.4Transfer any Restricted Securities to any Person, if one or more Class B Stockholders (y) any Preferred Stockholder proposes to Transfer any Restricted Securities to any Person for an aggregate price per Common Stock Equivalent in excess of the “Transferring Stockholders”) desire aggregate liquidation preference of such securities divided by the number of shares of Common Stock issuable upon conversion of the Series A-1 Stock to sell any be Transferred (or all the aggregate liquidation preference of their Sharesthe Series A-1 Stock that was converted into the shares of Common Stock to be Transferred divided by the number of shares of Common Stock issued upon such conversion), in each case other than (i) to a Permitted Holder or in a Transferee, (ii) pursuant to an Open Market Sale, and (iii) to Xxxxxx or Midwest pursuant to the Investor Rights Agreement, or (iv) pursuant to a public offering pursuant to a registration statement which shall have become effective under the Securities Act, then, as a condition to such sale would result in a Change Transfer, the Transferor shall cause the Buyer to include an offer (the "Tag-Along Offer") to each of Control the Investor Stockholders (and has been approved as provided in Section 5.2(a)collectively, the "Offerees"), to purchase from each Class B Stockholder shall have Offeree, at the right option of each Offeree, up to participate a number of shares of Restricted Securities determined in accordance with Section 2.03(b), on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver are applicable to the other Class B Stockholders prompt Transferor Shares. The Transferor shall provide a written notice (the “Transfer "Tag-Along Notice”)") of the Tag-Along Offer to each Offeree, which may accept the Tag-Along Offer by providing a written notice shall state (i) the name of acceptance of the proposed transferee, (ii) Tag-Along Offer to the number Transferor within 15-days of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Tag-Along Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.

Tag-Along Rights. (a) Subject to (i) (A) Except as otherwise provided in Section 5.42.3(a)(iii), if one or more Class B Stockholders no Investor (the a “Transferring StockholdersTag-Along Seller”) desire to shall sell any shares of Common Stock or Preferred Stock in any transaction or series of related transactions unless all other Investors who are holders of their Shares, other than to a Permitted Holder the same class or in a Market Sale, and such sale would result in a Change series (“Tag-Along Holders”) of Control Securities (and has been approved except as provided in Section 5.2(a23 (a)(i)(B)) are offered an equal opportunity (a “Tag-Along Right”) to participate in such transaction or transactions on a pro rata basis, and, subject to Section 2.3(a)(ii), on identical terms (including amount and type of consideration paid for each Class B Stockholder shall have class of Security); provided, however, that, if the right terms of the transaction would impose indemnification obligations in an amount in excess of the net proceeds received by BRS Investors or Lender Investors as a consequence of the provisions above, the BRS Investors and the Investor Lenders who elect to participate on in such transaction will be provided with a reasonable opportunity to separately negotiate any indemnification obligations of such BRS Investors or Investor Lenders in connection with transaction; however, the same terms and conditions and for inability of the same per share consideration as BRS Investors or the Transferring Stockholders Lender Investors to achieve a change in the proposed indemnification obligations shall not restrict or prevent the Tag-Along Seller from proceeding with the sale in of its shares as originally proposed by the manner set forth in this Section 5.5Tag-Along Seller. If Class B Stockholders do not elect For the avoidance of doubt, such participation on a pro rata basis shall mean that such Tag-Along Holder shall be entitled to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice sell (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (iiA) the number of Shares shares of Common Stock proposed to be transferred (sold by the “Transferred Shares”) and Tag-Along Seller, multiplied by a fraction, the percentage (numerator of which is the “Tag Percentage”) that such number of Shares constitutes shares of the total number of Shares Common Stock then owned by such Transferring Stockholders, Tag-Along Holder and the denominator of which is the number of shares of outstanding Common Stock and (iiiB) the number of shares of Preferred Stock proposed purchase price thereforeto be sold by the Tag-Along Seller, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied multiplied by a written offer from fraction, the proposed transferee numerator of which is the number of shares of Preferred Stock then owned by such Tag-Along Holder and the denominator of which is the number of shares of outstanding Preferred Stock. If any Tag-Along Holder elects not to purchase participate in full or in part on a pro rata basis, the Transferred Shares, which offer Tag-Along Seller may be conditioned upon increase the consummation number of the sale shares sold by it by the Transferring Stockholders, or number of shares any such Tag-Along Holder elects not to include pursuant to the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5terms.

Tag-Along Rights. (a) Subject to Section 5.4, if In the event that one or more Class B Stockholders (of the “Transferring Stockholders”) desire Bxxxx Shareholders intends to sell or transfer (directly or indirectly), in any one private sale or series of related private sales, to one purchaser or to multiple purchasers whose purchases would be aggregated for purposes of the Bank Holding Company Act or the Change in Bank Control Act, shares of the Company’s Capital Stock representing 2.5% or more of the Company’s outstanding Common Stock (after conversion of all shares of their SharesSeries B Preferred Stock), other than as permitted below (each such sale or transfer, a “Tag-Along Sale”), such Bxxxx Shareholder(s) shall provide the Siguler Guff Shareholders and the WLR Shareholders 20 days advance written notice of such Tag- Along Sale, setting forth the terms of the transaction. The Siguler Guff Shareholders and the WLR Shareholders shall have customary tag-along rights to sell a Permitted Holder proportionate amount of Company Capital Stock then owned by them on the same terms. Notwithstanding the foregoing, the following sales and/or transfers by any Bxxxx Shareholder will not be deemed a Tag-Along Sale and will not trigger tag-along rights in favor of the Siguler Guff Shareholders or the WLR Shareholders: sales or transfers (i) to other Bxxxx Shareholders and family members, including the spouse, children, grandchildren, parents, siblings, nieces or nephews of such Bxxxx Shareholder; (ii) to the estate of such Bxxxx Shareholder and from the estate of such Bxxxx Shareholder; (iii) to any trust solely for the benefit of such Bxxxx Shareholder and/or any family member(s); (iv) to any partnership, corporation or limited liability company which is wholly-owned and controlled by such Bxxxx Shareholder and/or one or more of such family members; and (v) in connection with any bona fide philanthropic gift or donation; provided, that in the case of any sale, transfer or other disposition of a Market type described in clauses (i) through (iv), the transferee executes a written agreement in form and substance satisfactory to the Siguler Guff Shareholders and the WLR Shareholders pursuant to which the transferee agrees to be bound by the terms of the tag-along and other provisions of this agreement. The tag-along rights shall be reciprocal, such that if either one or more of the Siguler Guff Shareholders or the WLR Shareholders intends to consummate a Tag-Along Sale, such shareholders shall be required to provide the other shareholder parties to this agreement 20 days advance written notice of such Tag-Along Sale, setting forth the terms of the transaction, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder other shareholders shall have the right to participate tag-along rights on the same terms and conditions and for basis as set forth above. For the same per share consideration as the Transferring Stockholders avoidance of doubt, tag-along rights shall not apply in the case of, among other things (1) any public sale of Capital Stock that is registered under the Securities Act or that is made pursuant to Rule 144 of the Securities Act, (2) in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name case of the proposed transfereeSiguler Guff Shareholders or the WLR Shareholders, (ii) any distribution of Capital Stock made to its members or by such members to their respective limited partners, provided that each such transferee who upon such distribution would, together with its affiliates, hold 2.5% or more of the number of Shares proposed Company’s outstanding Common Stock agrees to be transferred bound by the terms of this agreement or (3) in the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes case of the total number Siguler Guff Shareholders or the WLR Shareholders, any transfer or sale to one or more of Shares owned by its Affiliates, provided that each such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed Affiliate agrees to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale bound by the Transferring Stockholders, or the most recent drafts terms of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5agreement.

Tag-Along Rights. (a) Subject Prior to Section 5.4an Initial Public Offering, if one or more Class B Stockholders (the “Transferring Stockholders”) desire with respect to sell any or all proposed Transfer by BLUM and its Affiliates of their Shares, shares of Common Stxxx to any Person other than BLUM and its Affiliates (each a "Third Party") (xxher than in a Public Offering, which shall be subject to Article III), whether pursuant to a Permitted Holder stock sale, merger, consolidation, a tender or in exchange offer or any other transaction (any such transaction, a Market "BLUM Sale"), BLUM and its Affiliates will have xxx obligatixx, and such sale would result in a Change each of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall the Non-BLUM Parties will have the right right, to participate on require txx xroposed transferee or acquiring Person (a "Proposed Transferee") to purchase from each of the Non-BLUM Parties who exercises its rights under Sexxxxn 2.4(b) (a "Tagging Securityholder") a number of shares of Common Stock up to the product (rounded to the nearest whole number of shares) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of such class owned by such Tagging Securityholder by (B) the aggregate number of outstanding shares of such class and (ii) the total number of shares of such class proposed to be directly or indirectly Transferred to the Proposed Transferee at the same price per share and upon the same terms and conditions (including, without limitation, time of payment and for form of consideration) as to be paid by and given to BLUM and/or its Affiliates (as applicable). Ix xxder to be entitled to exercise its right to sell shares of Common Stock to the Proposed Transferee pursuant to this Section 2.4, each Tagging Securityholder must agree to make to the Proposed Transferee the same per share consideration covenants, indemnities (with respect to all matters other than BLUM's and/or its Affiliates' Ownership of Comxxx Xxock) and agreements as BLUM and/or its Affiliate (as applicable) agrexx xo make in connection with the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect BLUM Sale and such representations and warrantxxx (and related indemnification) as to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior its Ownership of its Common Stock as are given by BLUM and/or its Affiliate (as applicable) with xxxpect to such saleparty's Ownership of Common Stock; provided, deliver that all such covenants, indemnities and agreements shall be made by each Tagging Securityholder, severally and not jointly, and that the liabilities thereunder (other than with respect to the other Class B Stockholders prompt written notice (the “Transfer Notice”)Ownership, which notice shall state (ibe several obligations) the name of the proposed transferee, (ii) shall be borne on a pro rata basis based on the number of Shares proposed to be transferred (the “shares Transferred Shares”) by each of BLUM, and its Affiliates and the percentage (the “Tag Percentage”) that such number of Shares constitutes Tagging Securxxxxolders. Each Tagging Securityholder will be responsible for its proportionate share of the total number of Shares owned reasonable out-of-pocket costs incurred by such Transferring Stockholders, (iii) BLUM and its Affiliates in connection with the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed XXXM Sale to permit the determination of extent not paid or reimbursed xx the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, Company or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Proposed Transferee.

Tag-Along Rights. (a) Subject to Section 5.4, if one If a Series EA Partner or more Class B Stockholders Series ME Partner (the “Transferring StockholdersTransferor”) desire proposes to sell any Transfer all or all a part of their Shares, other than its Partnership Interests in Series EA or Series ME to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control Third Party (and has been approved as provided in Section 5.2(a)the “Tag-Along Transferee”), each Class B Stockholder then such Transferor shall have send written notice of such proposed Transfer (the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver “Tag-Along Notice”) to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name Partners of the proposed transferee, (ii) the number Series of Shares proposed Partnership Interests which such Transferor proposes to be transferred (the “Transferred Shares”) and the percentage Transfer (the “Tag PercentageOfferees”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than at least 30 days after delivery of the Transfer Notice)prior to effecting such Transfer. Such notice shall Tag-Along Notice may be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer combined with an EA ROFR Notice or ME ROFR Notice and may be conditioned upon the consummation ROFR Holders not exercising the right of first refusal contained in Section 4.5 or Section 4.6. The Tag-Along Notice shall set forth the identity of the sale Tag-Along Transferee (including, if such information is not publicly available, information about the identity of the Tag-Along Transferee and its Affiliates), the amount and the Partnership Interests to be Transferred, the proposed purchase price expressed in U.S. dollars (whether or not the form of consideration is wholly or partially cash or cash equivalents), all details of the payment terms, the time and place for the closing and all other material terms and conditions, including the nature of the representations and warranties to be made and the indemnities to be given, in connection with the proposed Transfer. Each of the Tag Offerees shall then have the irrevocable right (a “Tag-Along Right”), exercisable by delivery of an irrevocable notice to the Transferor at any time within 20 days after receipt of the Tag-Along Notice, to participate in such Transfer by selling to the Tag-Along Transferee a pro rata portion of such Tag Offeree’s Partnership Interests in Series EA or Series ME, as applicable, based on the respective Tag Pro Rata Share of the Transferor and the other Tag Offerees that exercise their Tag-Along Right, on the same terms (including with respect to representations, warranties and indemnification) as the Transferor; provided, however, that (i) any representations and warranties relating specifically to any such Tag Offeree shall only be made by such Tag Offeree; (ii) any indemnification provided by the Transferring StockholdersTransferor and any such Tag Offeree (other than with respect to the representations referenced in the foregoing subsection (i)) shall be based on the Percentage Interest being sold by each party in the proposed sale, either on a several, not joint, basis or the most recent drafts solely with recourse to an escrow (such escrow not to exceed 25% of the purchase and sale documentation between proceeds received by the Transferring Stockholders and Tag Offerees that exercise their Tag-Along Right without the transferee which shall make provision consent of such Tag Offerees) established for the participation benefit of the other Class B Stockholders proposed purchaser (each party’s contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of any such Tag Offeree shall in no event exceed the net proceeds to such Tag Offeree from such proposed Transfer; and (iii) the form of consideration to be received by the Transferor in connection with the proposed sale consistent with this Section 5.5shall be the same as that received by such Tag Offeree.

Tag-Along Rights. Prior to making any Transfer of Vestar Securities (aother than a Transfer described in Section 4.1(b)) Subject any holder of Vestar Securities proposing to make such a Transfer (for purposes of this Section 5.44.2, if one or more Class B Stockholders (the a “Transferring StockholdersSelling Holder”) desire shall give at least thirty (30) days’ prior written notice to sell any each holder of Park Avenue Securities or all Other Investor Securities (for purposes of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in this Section 5.2(a))4.1, each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the an “Transfer NoticeOther Holder”), to the Corporation and to Holdings, which notice (for purposes of this Section 4.1, the “Sale Notice”) shall state (i) identify the name type and amount of the proposed transferee, (ii) the number of Shares proposed Vestar Securities to be transferred sold (for purposes of this Section 4.1, the “Transferred SharesOffered Securities”) and ), describe the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the such proposed saleTransfer, including the proposed sale date (which date may not be less than 30 days after delivery and identify each prospective Transferee. Any of the Other Holders may, within fifteen (15) days of the receipt of the Sale Notice, give written notice (each, a “Tag-Along Notice”) to the Selling Holder that such Other Holder wishes to participate in such proposed Transfer upon the terms and conditions set forth in the Sale Notice). Such notice , which Tag-Along Notice shall specify the Park Avenue Securities or Other Investor Securities such Other Holder desires to include in such proposed Transfer; provided, however, that (1) each Other Holder shall be accompanied by required, as a written offer from condition to being permitted to sell Park Avenue Securities or Other Investor Securities pursuant to this Section 4.1(a) in connection with a Transfer of Offered Securities, to elect to sell Park Avenue Securities or Other Investor Securities of the proposed transferee same type and class and in the same relative proportions as the Securities which comprise the Offered Securities, (2) no Security that is at the time in question subject to purchase vesting, forfeiture, repurchase or similar provisions shall be entitled to be sold pursuant to this Section 4.1(a) except to the Transferred Sharesextent that such vesting, which offer may be conditioned forfeiture, repurchase or similar provisions have lapsed prior thereto or will lapse in accordance with the terms thereof upon the consummation of such transaction; and (3) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the Transferee the same representations, warranties, covenants (other than any non-competition covenants), indemnities and agreements as the Selling Holder agrees to make in connection with the Transfer of the Offered Securities (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, the Selling Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his or its ratable share (which may be joint and several but shall be based on the value of Securities that are Transferred) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those representations, warranties and covenants that pertain specifically to a given Securityholder, who shall bear all of the liability related thereto), indemnities or other agreements made in connection with the Transfer. Each Securityholder will bear (x) its or his or her own costs of any sale of Securities pursuant to this Section 4.1(a) and (y) its or his or her pro-rata share (based upon the relative amount of Securities sold) of the costs of any sale of Securities pursuant to this Section 4.1(a) (excluding all amounts paid to any Securityholder or his or its Affiliates as a transaction fee, broker’s fee, finder’s fee, advisory fee, success fee, or other similar fee or charge related to the consummation of such sale) to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Transferee.

Tag-Along Rights. (a) Subject to Section 5.4the provisions of paragraph (d) below, if one a WCAS Purchaser or more Class B Stockholders group of WCAS Purchasers (for purposes of this Section 3, a "Selling Stockholder") wishes to directly or indirectly sell, transfer or otherwise dispose of all or any portion of the “Transferring Stockholders”Common Stock held by him, her or it at any time, then such Selling Stockholder shall promptly deliver a notice (an "Offering Notice") desire to sell any or all the Company in writing of their the proposed transfer, specifying the number of such shares of Common Stock to be transferred by such Selling Stockholder (such specified shares, the "Offered Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)"), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transfereepurchaser or purchasers, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price thereforeper share, including a description the proposed date of transfer, the payment terms and all other material terms and conditions thereof. In the event that the terms and/or conditions set forth in the Offering Notice are thereafter amended in any non-cash consideration sufficiently detailed to permit respect, the determination Selling Stockholder shall also give written notice (an "Amended Notice") of the Fair Market Value thereof, and (iv) the other material amended terms and conditions of the proposed saletransaction to the Company. Upon its receipt of any Offering Notice or Amended Notice, including the Company shall promptly, but in all events within three (3) business days of its receipt thereof, forward copies thereof to each of the Blackstone Purchasers, Signal Purchasers and Management Purchasers (collectively, the "Other Stockholders"). The Selling Stockholder shall provide such additional information with respect to the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer transfer as may be conditioned upon the consummation of the sale reasonably requested by the Transferring Stockholders, Company or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Other Stockholders.

Tag-Along Rights. In the event that a Selling Investor Member proposes to Transfer Interests, other than any Transfer to an Affiliate of such Selling Investor Member, and such Interests would represent, together with all Interests previously Transferred by such Selling Investor Member to non-Affiliates of such Selling Investor Member, more than 10% of such Selling Investor Member’s Common Units held on the date hereof, then at least thirty (a30) Subject days prior to Section 5.4effecting such Transfer, if one or more Class B Stockholders such Selling Investor Member shall give each other Member written notice of such proposed Transfer. Each other Member shall then have the right (the “Transferring StockholdersTag-Along Right”) desire ), exercisable by written notice to sell any or all of their Sharesthe Selling Investor Member, other than to a Permitted Holder or participate pro rata in a Market Sale, and such sale would result in by selling a Change pro rata portion of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate such other Member’s Common Units on substantially the same terms (including with respect to representations, warranties and conditions and for the same per share consideration indemnification) as the Transferring Stockholders Selling Investor Member; provided, however, that (x) any representations and warranties relating specifically to any Member shall only be made by that Member; (y) any indemnification provided by the Members (other than with respect to the representations referenced in the sale foregoing subsection (x)) shall be based on the relative Interests being sold by each Member in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro-rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of an Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form of consideration to be received by the Selling Investor Member in connection with the proposed sale date (which date may not be different from that received by the other Members so long as the value of the consideration to be received by the Selling Member is the same or less than 30 days after delivery what they would have received had they received the same form of consideration as the Transfer Notice)other Members. Such notice shall be accompanied by In the event that a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring StockholdersSelling Member does not constitute an Exit Event then, or unless otherwise determined by the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders Override Unit Committee in its sole discretion, Management Members may only participate in such sale consistent with this Section 5.5respect to their Common Units.

Tag-Along Rights. (ai) Subject to paragraph (iv) of this Section 5.48(b), if one the Majority Stockholder or more Class B Stockholders its Permitted Transferee proposes to transfer any of its shares of Common Stock to a Purchaser (other than a Permitted Transferee), then the Company shall cause the Majority Stockholder or his Permitted Transferee (hereinafter referred to as a "Selling Stockholder") to give written notice of such proposed transfer to the Participant (the “Transferring "Selling Stockholder's Notice") at least thirty (30) days prior to the consummation of such proposed transfer, and to provide notice to all other stockholders of the Company to whom the Majority Stockholder has granted similar "tag- along" rights (such stockholders together with the Participant, referred to herein as the "Other Stockholders”") desire setting forth (A) the number of shares of Common Stock offered, (B) the consideration to be received by such Selling Stockholder, (C) the identity of the Purchaser, (D) any other material items and conditions of the proposed transfer and (E) the date of the proposed transfer. (ii) Upon delivery of the Selling Stockholder's Notice, the Participant may elect to sell any or all up to the sum of their (A) the Pro Rata Portion (as defined in Section 8(c)(ii)) and (B) the Excess Pro Rata Portion (as defined in Section 8(c)(iii)) of the vested portion of his Restricted Shares, other than at the same price per share of Common Stock and pursuant to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and with respect to payment for the same per share consideration shares of Common Stock as agreed to by the Transferring Stockholders Selling Stockholder, by sending written notice to the Selling Stockholder within fifteen (15) days after the date of the Selling Stockholder's Notice, indicating his election to sell up to the sum of the Pro Rata Portion plus the Excess Pro Rata Portion of his Restricted Shares in the sale in same transaction. Following such fifteen-day period, the manner Selling Stockholder and each Other Stockholder who has served notice on the Selling Stockholder shall be permitted to sell to the Purchaser on the terms and conditions set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to Selling Stockholder's Notice the other Class B Stockholders prompt written notice sum of (the “Transfer Notice”), which notice shall state (iX) the name of the proposed transferee, Pro Rata Portion and (iiY) the number Excess Pro Rata Portion of Shares proposed to be transferred (the “Transferred its Restricted Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, . (iii) Notwithstanding anything to the proposed purchase price thereforecontrary contained herein, including a description the provisions of this Section 8(b) shall not apply to any non-cash consideration sufficiently detailed sale or transfer by the Majority Stockholder of shares of Common Stock unless and until the Majority Stockholder, after giving effect to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date or transfer, shall have sold or transferred in the aggregate (which date may not be less other than 30 days after delivery to Permitted Transferees) shares of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred SharesCommon Stock, which offer may be conditioned upon the consummation representing 7.5% of the sale shares of Common Stock owned by the Transferring Stockholders, or Majority Stockholder on the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.date hereof. (c)

Tag-Along Rights. If, at any time on or prior to December 31, 1999, the Purchaser intends to sell (a"Sale"), in a single transaction or a series of related transactions, more than 25% of shares of Company Common Stock it beneficially owns other than (i) Subject to Section 5.4any of its Affiliates who agree to be bound by this Merger Agreement, if one or more Class B Stockholders (ii) pursuant to a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Transferring Stockholders”"Securities Act") desire to sell any or all of their Shares, other than (iii) pursuant to a Permitted Holder merger or similar acquisition transaction, in a Market Salewhich all the Company Common Stock is acquired, and such sale would result in a Change the Purchaser shall notify all other stockholders of Control the Company (and has been approved as provided in Section 5.2(a)the "Public Stockholders"), in writing, of such proposed Sale and its terms and conditions. Within twenty (20) business days of the date of such notice, each Class B Public Stockholder shall notify the Purchaser if it elects to participate in such Sale. Any Public Stockholder that fails to notify the Purchaser within such twenty (20) business day period will be deemed to have waived its rights hereunder. Each Public Stockholder that so notifies the Purchaser shall have the right to participate sell, at the same price and on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in Purchaser, an amount of shares of Company Common Stock equal to the sale in number of shares of Company Common Stock the manner set forth third party actually proposes to purchase multiplied by a fraction, the numerator of which shall be the number of shares of Company Common Stock issued and owned by such Public Stockholder and the denominator of which shall be the aggregate number of shares of Company Common Stock issued and owned by the Purchaser and each Public Stockholder exercising its rights under this Section 8.1. Notwithstanding anything contained in this Section 5.5. If Class B Stockholders do not elect to 8.1, in the event that all or a portion of the purchase price consists of securities and the sale of such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver securities to the other Class B Public Stockholders prompt written notice (would require either a registration under the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring StockholdersSecurities Act, or the most recent drafts preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any state securities law, then, at the option of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation Purchaser, any one or more of the other Class B Public Stockholders may receive, in lieu of such sale consistent with this Section 5.5securities, the fair market value of such securities in cash, as determined in good faith by unanimous vote of the Board of Directors of the Company.

Tag-Along Rights. (ai) Subject In the event any Other Investor intends to Section 5.4Transfer any Shares Owned by such Other Investor (other than Transfers to any Permitted Transferee or to the Company or Warburg Pincus or the Vertical Funds) in a Transfer that is permitted pursuant to the terms of this Agreement, if one or more Class B Stockholders such Other Investor (the “Transferring StockholdersSelling Investor”) desire to sell any or all of their Sharesshall notify the Institutional Investors, other than to a Permitted Holder or in a Market Sale, Janus and such sale would result in a Change of Control Norwest (and has been approved as provided in Section 5.2(a)the “Tag-Along Investors”), in writing, of such proposed Transfer and its terms and conditions. Within five (5) Business Days of the date of such notice, each Class B Stockholder Tag-Along Investor shall notify the Selling Investor if he, she or it elects to participate in such Transfer. Any Tag-Along Investor that fails to notify the Selling Investor within such five (5) Business Day period shall be deemed to have waived his, her or its rights hereunder. Each Tag-Along Investor that so notifies the Selling Investor shall have the right to participate sell, at the same price (subject to the provisions below) and on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in Selling Investor, an amount of Shares (excluding for purposes of this Section 5.5. If Class B Stockholders do 3(d) any Granted Equity Shares (whether or not elect vested)) equal to the Shares the third party actually proposes to purchase such Shares pursuant to Section 5.4multiplied by a fraction, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), numerator of which notice shall state (i) the name of the proposed transferee, (ii) be the number of Shares proposed to be transferred Owned (the “Transferred Shares”excluding any Granted Equity Shares (whether or not vested)) by such Tag-Along Investor and the percentage (denominator of which shall be the “Tag Percentage”) that such aggregate number of Shares constitutes of Owned (excluding any Granted Equity Shares (whether or not vested)) by the total number of Shares owned by such Transferring StockholdersSelling Investor and each Tag-Along Investor exercising his, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Noticeher or its rights under this Section 3(d). Such notice Notwithstanding the foregoing, in the event the Selling Investor is selling only shares of Preferred Stock, Tag-Along Investors shall be accompanied by a written offer from only have the proposed transferee right to purchase the Transferred Shares, which offer may be conditioned upon the consummation sell such series of the sale Preferred Stock as is being sold by the Transferring Stockholders, Selling Investor and shall not have the right to sell shares of Common Stock or the most recent drafts any other series of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Preferred Stock.

Tag-Along Rights. (a) Subject to Section 5.44.01 above, if one either RGGPLS or more Class B Stockholders the Specified Stockholder desires to sell, transfer or dispose of, in a merger or other transaction (each, a “sale”) all (or any portion) of securities of the Company held by it, other than through a transaction pursuant to Rule 144 or an offering registered pursuant to the Securities Act, the following provisions of this Section 4.03 shall apply. The Stockholder (either RGGPLS or the Specified Stockholder) that desires to sell securities of the Company (the “Transferring StockholdersOfferor”) desire shall, as a condition to such sale, (i) provide a notice to the other Stockholder (the “Tagging Holder”) in writing (the “Tag-Along Notice”) of the material terms of the proposed sale at least 30 days prior to such sale and (ii) permit the Tagging Holder (or cause the Tagging Holder to be permitted) to sell any (either to the prospective transferee of the Offeror or all to another financially reputable transferee reasonably acceptable to the Tagging Holder) the same portion of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change the same class of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have its respective securities of the right to participate Company on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring StockholdersOfferor, which sale shall take place on the date the Offeror’s securities (or such portion) are transferred to such transferee (or transferees). The Tagging Holder shall have 10 days from the most recent drafts date of receipt of a Tag-Along Notice to exercise its right to sell pursuant to clause (ii) above by delivering written notice to the Offeror of its intent to exercise such right. The right of the purchase Tagging Holder to sell pursuant to the above provisions shall terminate if not exercised within such 10-day period. If the Tagging Holder elects to exercise its right to sell pursuant to the above provisions, it shall share, on a pro rata basis, the legal, investment banking and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation other expenses of the other Class B Stockholders Offeror incurred in connection with such sale consistent with this Section 5.5transfer.

Tag-Along Rights. (a) Subject to Section 5.4Clause 17.2, if a Stockholder (the "TRANSFERRING STOCKHOLDER") shall not Transfer (either directly or indirectly), in any one transaction or more Class B series of related transactions, to any Person or group of Persons, any Shares, unless the terms and conditions of such Transfer shall include an offer to the other Stockholders (the “Transferring Stockholders”) desire "REMAINING STOCKHOLDERS"), to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, Shares at the same price and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholder has agreed to sell its Shares (the "TAG ALONG RIGHT"). In the event a Transferring Stockholder proposes to Transfer any Shares in a transaction subject to this Clause 17.3, it shall notify, or cause to be notified, the Remaining Stockholders in the sale in the manner set forth in this Section 5.5writing of each such proposed Transfer. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which Such notice shall state set forth: (i) the name of the transferee and the amount of Shares proposed transfereeto be transferred, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the transferee (the "TRANSFEREE TERMS") and (iii) that the transferee has been informed of the Tag Along Right provided for in this Clause 17, if such right is applicable, and the total number of Shares proposed the transferee has agreed to purchase from the Stockholders in accordance with the terms hereof. The Tag Along Right may be transferred exercised by each of the Remaining Stockholders by delivery of a written notice to the Transferring Stockholder (the “Transferred Shares”"CO-SALE NOTICE") and the percentage (the “Tag Percentage”) that such number of Shares constitutes within 10 business days following receipt of the total notice specified in the preceding subsection. The Co-sale Notice shall state the number of Shares owned by such Transferring StockholdersRemaining Stockholder which the Remaining Stockholder wishes to include in such Transfer; provided, (iii) however, that without the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination written consent of the Fair Market Value thereofTransferring Stockholder, and (iv) the other material terms and conditions amount of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee such securities belonging to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.the

Tag-Along Rights. (ai) Subject If, at any time after the date of this Agreement, a Series E Stockholder desires to Section 5.4sell or otherwise transfer, directly or indirectly, through a Derivatives Transaction or otherwise, in a Private Sale 10% or more of the Series E Securities owned by such Series E Stockholder as of the date of this Agreement (or, if one or more Class B Stockholders the Series E Stockholder has joined this Agreement after the date hereof, as of the date of such joinder) (the a “Transferring StockholdersSelling Stockholder”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), then each Class B Stockholder of the Series E Stockholders shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth proposed Private Sale by such Selling Stockholder as provided in this Section 5.52(a). If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt The Selling Stockholder shall give written notice (the “Transfer Series E Tag-Along Notice”) to each of the Series E Stockholders of each proposed Sale of such Series E Securities at least ten (10) days prior to the proposed effective date of such Private Sale. The Tag-Along Notice shall set forth the terms and conditions of the Private Sale, including the number of Series E Securities that the Selling Stockholder proposes to sell (the “Offered Series E Securities”), which notice shall state (i) the name proposed timing of such Private Sale, the consideration to be paid for the Offered Series E Securities, the identity of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereofpurchaser, and (iv) the all other material terms and conditions of the proposed salesuch Private Sale, including the proposed sale date (which date may not be less than 30 days after delivery form of the Transfer Notice)written agreement, if any. Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation Each of the other Class B Series E Stockholders shall have the right to sell to such transferee(s) a portion of its Series E Securities equal to the product of (A) the number of Series E Securities then held by such Series E Stockholder and (B) a fraction (1) the numerator of which shall be the number of Offered Series E Securities, and (2) the denominator of which shall be the total number of Series E Securities held as of the date of this Agreement by the Series E Stockholders (including the Selling Stockholder) participating in such sale consistent with Sale (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by such Series E Stockholder(s) (including any that are Selling Stockholder(s)) subsequent to the date of this Section 5.5Agreement).

Tag-Along Rights. If at any time an Investor, other than a Management Stockholder holding, as of the date hereof, less than three percent (a3%) Subject of the Preferred Stock held by all Management Stockholders as of the date hereof (a “Tag Seller”), desires to Section 5.4Transfer Company Securities in a single transaction or a series of related transactions representing fifty percent (50%) or more of the Fully-Diluted Common Stock held by such Tag Seller, and, if one or more Class B Stockholders applicable, such Tag Seller does not exercise its rights under Section 4.04 (a “Tag Sale”), the Tag Seller shall deliver to each Investor (other than Defaulting Investors) written notice that shall describe the proposed Transfer and that shall specify the number and type of Company Securities to be transferred, the consideration to be received therefor, the identity of the proposed purchaser thereof and the other terms and conditions of such proposed Transfer (a “Tag Notice”) and shall also state (the “Transferring StockholdersTag Offer”) desire that, subject to sell any or all the rights of their SharesOption Holders pursuant to Section 4.02, if then applicable, each Investor (other than Defaulting Investors) may request (by written notice delivered to the Tag Seller within fifteen (15) days after receipt of the Tag Notice) to have included in the proposed Transfer a Permitted portion of its Company Securities (on the same basis as being Transferred by the Tag Seller) that represent the product of (i) the number of shares covered by the Tag Notice reduced by any shares to be purchased by an Option Holder or in pursuant to Section 4.02 multiplied by (ii) a Market Salefraction the numerator of which is the number of shares of Fully-Diluted Common Stock held by such Investor and the denominator of which is the aggregate number of all shares of Fully-Diluted Common Stock owned by the Tag Seller and all Investors electing to accept the Tag Offer; provided, however, that if the proposed consideration for such Company Securities includes securities and such sale would result in transaction is to be effected by a Change of Control (and has been approved as provided in Section 5.2(a))private placement to Accredited Investors, each Class B Stockholder no Investor who is not an Accredited Investor shall have the right to participate on be included in such proposed Transfer. The Tag Offer shall be conditioned upon the same terms execution and conditions delivery by each Investor that accepts the Tag Offer of all agreements and for other documents that the same per share consideration as the Transferring Stockholders Transferor is required to execute and deliver in the sale in the manner set forth in this Section 5.5connection with such proposed Transfer; provided that no Option Holder shall be required to become subject thereby to an obligation not to compete or similar restrictive covenants. If Class B Stockholders do the Option is not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name exercised in respect of the proposed transferee, (ii) the number of Shares all Company Securities proposed to be transferred (by the “Transferred Shares”) Transferor and any Investor shall accept the percentage (Tag Offer, the “Tag Percentage”) that such Transferor shall reduce, to the extent necessary, the number of Shares constitutes shares of Company Securities it otherwise would have sold in the total proposed Transfer so as to permit those Investors who have accepted the Tag Offer to sell the number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description shares of Company Securities that they are entitled to Transfer under this Section 4.03. The Tag Sellers and any non-cash consideration sufficiently detailed Investor choosing to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of participate shall consummate the Transfer in accordance with the terms of such Transfer set forth in the Tag Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.

Tag-Along Rights. (a) Subject Prior to Section 5.4a Qualified IPO, if one or more Class B Stockholders (the “Transferring Stockholders”) desire any Company Security Holder proposes to sell any or all of their Shares, other than Transfer Company Securities pursuant to a Permitted Holder Transfer or in Transfers that would constitute a Market Sale, and Tag- Along Sale (such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)proposing Company Security Holder(s), each Class B Stockholder a “Selling Securityholder”), then the Selling Securityholder(s) shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt first give written notice (the “Transfer Sale Notice”) to all other Company Security Holders (unless the consideration to be received in such Tag-Along Sale includes securities, the receipt of which would require the recipient to qualify as an “accredited investor” under Regulation D of the Securities Act and a Company Security Holder does not qualify, in which case such Company Security Holder shall not be provided a Sale Notice and shall not be considered an Offeree Securityholder for purposes of such Tag-Along Sale) (such Company Security Holders to be given such written notice, the “Offeree Securityholders”), which notice shall state (istating that the Selling Securityholder(s) desires to make such Transfer pursuant to this Section 4, specifying the name of the proposed transferee, (iitype(s) the and number of Shares Company Securities proposed to be transferred purchased by the proposed transferee (the “Transferred SharesOffer Securities”), and specifying the price, the form of consideration, name and description of the transferee (including any controlling Persons thereof) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms pursuant to which such Transfer is proposed to be made, including, to the extent reasonably determinable, any liabilities and conditions obligations to be incurred on behalf of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation benefit of all Tag-Along Sellers (as hereinafter defined), to the other Class B Stockholders in such sale consistent with extent reasonably determinable. For the avoidance of doubt, this Section 5.54 does not apply to any Transfer that is not a Tag-Along Sale.

Tag-Along Rights. (a) Subject to the provisions of Section 5.4, if one or more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to 3 hereof and except for a Permitted Transfer under Section 2, in the event a Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved an "Offering Holder") intends to Transfer Shares (also referred to as provided in Section 5.2(a)"Offered Shares"), such Offering Holder shall notify each Class B Stockholder shall have the right to participate on the same other Holder, in writing, of such Transfer and its terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4conditions, the Transferring Stockholders shallincluding, prior to such salewithout limitation, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) his bona fide intention to sell or Transfer the name of the proposed transfereeOffered Shares, (ii) the number of Offered Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring StockholdersTransferred, (iii) the proposed purchase price thereforeand terms, including a description of any non-cash consideration sufficiently detailed if any, for which he proposes to permit Transfer the determination of the Fair Market Value thereof, Offered Shares and (iv) the name and address of the proposed purchaser or transferee and that such purchaser or transferee is committed to acquire the stated number of shares on the stated price and terms ("Offering Holder Notice"). Within 20 days of the date of such notice, each Holder (other material than the Offering Holder) shall notify the Offering Holder in writing (the "Co-Sale Notice") if it or he elects to participate in such Transfer. Each Holder that so notifies the Offering Holder shall have the right to sell, at the same price and on the same terms as the Offering Holder, an amount of shares equal to the Shares the third party proposes to purchase multiplied by a fraction, the numerator of which shall be the number of Shares issued and owned by such Holder and the denominator of which shall be the aggregate number of Shares issued and owned by the Offering Holder and each Holder exercising its rights under this Section 5. Nothing contained in this Section 5 shall in any way limit or restrict the Offering Holder's ability to amend, modify or terminate any agreement with a third party with respect to any Transfer of its Shares pursuant to this Section 5, and the Offering Holder shall have no liability to any Holder with respect to such amendment, modification or termination unless any of the foregoing breaches this Agreement. If no Co-Sale Notice is received during the 20-day period referred to above (or if the Co-Sale Notice does not cover all of the Shares proposed to be Transferred), the Offering Holder shall have the right, for a 60-day period after the expiration of the 20-day period referred to above, to Transfer the Shares specified in the Offering Holder Notice (or the remaining Shares) on terms and conditions of no more favorable than those stated in the Offering Holder Notice, so long as the proposed sale, including purchaser agrees to enter into a joinder of this Agreement whereby such person shall become subject to the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase terms and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5conditions hereof.

Tag-Along Rights. At least 30 days prior to any sale by any MDCP Co-Investor of Ordinary Shares, which sale will cause the aggregate number of Ordinary Shares sold by the MDCP Co-Investors and the Co-Investors subsequent to September 17, 2002 to be more than 25% of the total issued share capital of the Company in any transaction or series of transactions (aexcluding any Transfer (v) Subject to Section 5.4any Person as an equity kicker in connection with financing or sales of Preferred Equity Securities in connection with the Take-Over Offer and related transactions, if one (w) in a Public Sale, (x) to any of its members or more Class B Stockholders Affiliates or their members, partners, shareholders or Affiliates, (y) to a co-investor (each, a "Co-Investor") on or prior to September 17, 2003 or (z) to a member of management of the Company and its Subsidiaries (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a"Excluded Transfers")), each Class B Stockholder such MDCP Co-Investor shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer "Sale Notice”") to each Executive specifying in reasonable detail the identity of the prospective transferee(s), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed shares to be transferred (the “Transferred Shares”) sold and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including Transfer. Each Executive may elect to include any Ordinary Shares and Class D Convertible Shares in the proposed sale date (which date may not be less than contemplated Transfer at the same price per share and on the same terms by delivering written notice to the MDCP Co-Investors within 30 days after delivery of the Sale Notice; provided that in the event that an Executive elects to transfer Class D Convertible Shares pursuant to this paragraph 5(c), the price per share paid to an Executive in respect of each Class D Convertible Share shall be reduced by the Conversion Price per share for such Class D Convertible Share and upon such Transfer Noticeand the payment of the per share price, each such Class D Convertible Share shall be convertible into one Ordinary Share upon payment of the Conversion Price per share to the Company. If any Executive has elected to participate in such Transfer, each of the MDCP Co-Investors proposing to make such Transfer and each such Executive shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Ordinary Shares and Class D Convertible Shares equal to the product of (i) the quotient determined by dividing (A) the percentage of Ordinary Shares and Class D Convertible Shares owned by such Person by (B) the aggregate percentage of Ordinary Shares and Class D Convertible Shares collectively owned by all persons participating in such Transfer and (ii) the aggregate number of Ordinary Shares to be sold in the contemplated Transfer. In determining whether the 25% threshold has been crossed, all related Transfers shall be taken into account, but no Excluded Transfers shall be taken into account. For example, if the Sale Notice contemplated a sale of 100 Ordinary Shares, and if the MDCP Co-Investors participating in such Transfer at such time own 40% of all Ordinary Shares and if an Executive elects to participate and such Executive owns 2% of all Ordinary Shares and if other persons owning an aggregate of 10% of all Ordinary Shares elect to participate in the contemplated sale, the MDCP Co-Investors would be entitled to sell 76.9 shares (40% ÷ 52% × 100 shares), such Executive would be entitled to sell 3.9 shares (2% ÷ 52% × 100 shares) and the other persons would be entitled to sell 19.2 shares in the aggregate (10% ÷ 52% × 100 shares). Such notice Notwithstanding the immediately foregoing sentence, in the event of a Transfer (other than a Transfer in connection with which the Board and the holders of a majority of Ordinary Shares are exercising their rights pursuant to paragraph 8 hereof) that causes the rights of the Executives pursuant to this paragraph 5(c) to be triggered, each Executive shall be accompanied entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Ordinary Shares and Class D Convertible Shares equal to the product of (i) the quotient determined by a written offer from dividing (A) the proposed transferee percentage of Ordinary Shares and Class D Convertible Shares owned by such Person by (B) the aggregate percentage of Ordinary Shares and Class D Convertible Shares collectively owned by all persons participating in such Transfer and (ii) the aggregate number of Ordinary Shares to purchase be sold in the Transferred Shares, which offer may be conditioned upon contemplated Transfer plus the consummation aggregate number of Ordinary Shares sold by the MDCP Co-Investors and the Co-Investors in all Transfers (other than Excluded Transfers) prior to the date of the sale contemplated Transfer. The number of Ordinary Shares and Class D Convertible Shares which an Executive is entitled to sell pursuant to this paragraph 5(c) shall be subject to ratable cut-back in relation to other executives that have acquired Ordinary Shares and Class D Convertible Shares (it being understood that in such circumstances, such executives shall have priority over the proposing transferor) in the event that the number of shares which Executives in the aggregate are entitled to sell in such contemplated Transfer exceeds the number of shares proposed to be sold in the contemplated Transfer. The rights of the Executives pursuant to this paragraph shall terminate as of the date that the aggregate percentage of shares which the Executives have been entitled to sell pursuant to this paragraph 5(c) (whether or not exercised) relative to their aggregate holdings of Ordinary Shares and Class D Convertible Shares equals the aggregate percentage of Ordinary Shares which the MDCP Co-Investors and the Co-Investors have sold in all Transfers plus the contemplated Transfer (after giving effect to the rights of the Executives pursuant to this sentence) relative to the aggregate holdings of Ordinary Shares held by the Transferring StockholdersMDCP Co-Investors and the Co-Investors. Each person transferring Ordinary Shares or Class D Convertible Shares pursuant to this paragraph 5(c) shall pay his, her or its pro rata share (determined on the most recent drafts basis of consideration received or receivable by such person in such transaction relative to the aggregate consideration received or receivable by all persons participating in such transaction in their capacity as selling stockholders) of the purchase reasonable expenses incurred by the persons transferring shares in connection with such Transfer and sale documentation between shall be obligated to join in any indemnification or other obligations that the Transferring Stockholders MDCP Co-Investors agree to provide in connection with such Transfer (other than any such obligations that relate specifically to another person such as indemnification with respect to representations and warranties given by such other person regarding such other person's title to and ownership of Ordinary Shares and Class D Convertible Shares). Notwithstanding the transferee foregoing, other than with respect to representations and warranties given by such person regarding such person's title to and ownership of Ordinary Shares and Class D Convertible Shares and covenants regarding such person, (x) the aggregate indemnification obligations or other obligations for which such person shall make provision be liable shall not exceed such person's pro rata portion (determined on the basis of consideration received or receivable by such person in such transaction relative to the aggregate consideration received or receivable by all persons participating in such transaction in their capacity as selling stockholders) of such indemnification obligation or other obligation and (y) in no event shall any holder of Executive Stock be required to assume any indemnification or other obligation in excess of the greater of (A) 50% of the after-tax proceeds received or receivable by such person as a result of such transaction and (B) the aggregate Acquisition Cost for the participation of the other Class B Stockholders equity securities sold by such holder in such sale consistent with this Section 5.5transaction.

Tag-Along Rights. 5..(i) If at any time prior to a QIPO (aor thereafter with respect to any Transfer not involving a Public Market Sale) Geigxx xx Mullxx (xxth respect to AD) or ADNM (with respect to UBL) or any direct or indirect successor, assignee, heir, devisee, donee, legatee or transferee of any of them (each a "Transferor"), proposes alone or with others to Transfer (directly or indirectly) any Equity Securities (each, a "Subject to Section 5.4, if one Interest") in such Company which comprise five percent (5%) or more Class B Stockholders of all then outstanding securities of the class of Equity Securities which includes the Subject Interest (the “Transferring Stockholders”"Subject Interest Class") desire to sell in a single transaction or series of transactions and the Securities include (at such time or upon exercise, conversion or exchange) any or Equity Securities of the Subject Interest Class, the would-be Transferor shall provide holders of the Securities with not less than thirty (30) days' prior written notice of such proposed sale, which notice shall include all of their Shares, other than to a Permitted Holder or in a Market Salethe material terms and conditions of such proposed sale and which shall identify such purchaser (the "Sale Notice"), and each such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder holder shall have the right option, exercisable by written notice to the Transferor within twenty (20) days after the receipt of the Sale Notice, to participate on in such transaction pro rata with the Transferor at the same time as, and upon the same terms and conditions and for as (including all direct or indirect consideration) the same per share consideration as Transferor Transfers his or her Equity Securities in Company. Each such holder may sell all or any portion of the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase Securities held by such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior holder (or issuable to such saleholder upon exercise, deliver conversion or exchange of any Security) which are of the class of Equity Securities which includes the Subject Interest Class (the "Holder's Securities") equal to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state product obtained by multiplying (i) the name of the proposed transferee, Subject Interest by (ii) a fraction, the number numerator of Shares proposed to be transferred (which is the “Transferred Shares”) Holder's Securities and the percentage (the “Tag Percentage”) that such number denominator of Shares constitutes of which is the total number of Shares Equity Securities of the Subject Interest Class then owned by the Transferor and such Transferring Stockholdersholder. To the extent that one or more of such holders exercises such rights of participation, (iii) the proposed purchase price therefore, including a description number of any non-cash consideration sufficiently detailed to permit Equity Securities that the determination of Transferor may Transfer in the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice transaction shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5correspondingly reduced.

Tag-Along Rights. (a) Subject to Section 5.44.4(h) and receipt of prior written approval of the Company as may be required pursuant to Section 4.2, (x) if one any Initiating Tag-Along Seller proposes to transfer all or a portion of their DTI Securities equal to 10% or more Class B Stockholders of the then outstanding Common Stock to the same Person or “group” (within the “Transferring Stockholders”meaning of Section 13(d) desire to sell any or all of their Shares, the Exchange Act and the rules thereunder) (other than to a Permitted Holder Transferee of such Initiating Tag-Along Seller) or in (y) if a Market Sale, and such sale would result in Sale Transaction is entered into by the MD Stockholders that either is a Change of Control (and Qualified Sale Transaction or has been approved as provided by the SLP Stockholders pursuant to the SLP Stockholders Agreement (each of the transfers in Section 5.2(a)the foregoing clauses (x) and (y), each Class B Stockholder a “Tag-Along Sale”), then the Initiating Tag-Along Seller shall have give, or direct the right Company to participate on give and the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4Company shall so promptly give, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the a “Transfer Tag-Along Sale Notice”), which notice shall state ) of such proposed transfer to all Eligible Tag-Along Sellers with respect to such Tag-Along Sale at least fifteen (15) days prior to each of the consummation of such proposed transfer and the delivery of a Tag-Along Sale Notice setting forth (i) the name number and type of the each class of DTI Securities proposed transfereeto be transferred, (ii) the number of Shares proposed consideration to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that received for such number of Shares constitutes of the total number of Shares owned DTI Securities by such Transferring StockholdersInitiating Tag-Along Seller, including any Additional Consideration to be received, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination identity of the Fair Market Value thereofpurchaser (the “Tag-Along Buyer”), and (iv) a copy of all definitive documents relating to such Tag-Along Sale, including all documents that the Eligible Tag-Along Seller would be required to execute in order to participate in such Tag-Along Sale and all other agreements or documents referred to, or referenced, therein, (v) a detailed summary of all material terms and conditions of the proposed saletransfer, (vi) the fraction, expressed as a percentage, determined by dividing the number of DTI Securities to be purchased from the Initiating Tag-Along Seller and its Permitted Transferees by the total number of DTI Securities held by the Initiating Tag-Along Seller and its Permitted Transferees (the “Tag-Along Sale Percentage”) and (vii) an invitation to each Eligible Tag-Along Seller to irrevocably agree to include in the Tag-Along Sale up to a number of DTI Securities held by such Eligible Tag-Along Seller equal to the product of the total number of DTI Securities held by such Eligible Tag-Along Seller multiplied by the Tag-Along Sale Percentage, subject to adjustment pursuant to the Tag-Along Sale Priority and the Tag-Along Sale Proration as contemplated in Section 4.4(c) (such amount of DTI Securities with respect to each Eligible Tag-Along Seller, such Eligible Tag-Along Seller’s “Tag-Along Shares”). In the event that any MD Related Party directly or indirectly receives any compensation or other consideration or benefit arising out of or in connection with the applicable Tag-Along Sale (other than any bona fide cash and/or equity compensation (whether in the form of an initial equity grant or otherwise) for service as an executive officer of the acquiring or surviving company or any of their Subsidiaries or, with respect to MD Related Parties, any bona fide commercial arrangement that is not a “Related Party Transaction” because of the proviso of the definition thereof between an MD Related Party and the proposed Tag-Along Buyer or any of its Affiliates which commercial arrangement has been binding and in full force and effect (or, in the absence of a binding legal arrangement, to the extent a course of dealing has been in place) for at least twelve (12) months prior to the date that the Tag-Along Sale Notice is provided to the Eligible Tag-Along Seller) pursuant to any non-competition, non-solicitation, no-hire or other arrangement separate from the transfer of the DTI Securities (“Additional Consideration”), the value of such Additional Consideration (as reasonably determined by the Board, subject to the consent of the SLP Stockholders not to be unreasonably withheld, conditioned or delayed) shall be deemed to have been part of the consideration paid or payable to the MD Stockholders in respect of their DTI Securities in such Tag-Along Sale and shall be reflected in the amount offered by the Tag-Along Buyer set forth in the applicable Tag-Along Sale Notice. In the event that more than one MD Stockholder proposes to execute a Tag-Along Sale as an Initiating Tag-Along Seller, then all such transferring MD Stockholders shall be treated as the Initiating Tag-Along Seller, and the DTI Securities held and to be transferred by such MD Stockholders shall be aggregated as set forth in Section 8.17, including for the proposed sale date (which date may not be less than 30 days after delivery purposes of calculating the applicable Tag-Along Sale Percentage. Notwithstanding anything in this Section 4.4 to the contrary, but subject to Section 4.4(c), if the Initiating Tag-Along Seller is transferring Common Stock or vested in-the-money Company Stock Options in such Tag-Along Sale, each of the Transfer Notice). Such notice Eligible Tag-Along Sellers shall be accompanied entitled to transfer the same proportion of DTI Securities held by a written offer from such Eligible Tag-Along Seller as the proposed transferee proportion of the Initiating Tag-Along Seller’s Common Stock and vested in-the-money Company Stock Options relative to purchase the Transferred SharesInitiating Tag-Along Seller’s total number of such DTI Securities that are being sold by the Initiating Tag-Along Seller in such Tag-Along Sale. For the avoidance of doubt, which offer no DTI Securities that are subject to any vesting or similar condition may be conditioned upon the consummation of the sale by the Transferring Stockholderstransferred prior to such time as such DTI Securities have fully vested; provided, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders that it is understood that if such DTI Securities vest in connection with such sale consistent Tag-Along Sale, such DTI Securities may be transferred in connection therewith in accordance with this Section 5.54.4.

Tag-Along Rights. (a) Subject 2.1. If Garfinkle axx xxx Xxlated Transferees, collectively, or Failing and his Related Transferees, collectively, at any time or from time to Section 5.4time, if in one or more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market series of related transactions, enter into an agreement (whether oral or written) to Transfer, directly or indirectly, (a "Tag-Along Sale") shares of Common Stock to any person or entity (the selling stockholders, and such sale would result collectively, also are referred to as the "Selling Stockholder") in a Change of Control sufficient amount to transfer control to a third party, then the non-selling stockholders, collectively, will have the right, but not the obligation, to participate, on a pro rata basis in proportion to the shares owned by such persons (and has been approved or in such other proportion as provided in Section 5.2(a)the non-selling stockholders may agree among themselves), each Class B in the Tag-Along Sale by selling up to the number of shares of Common Stock (the "Non-Seller's Total Allotment) equal to the product of (i) the total number of shares of Common Stock proposed to be sold in the proposed Tag-Along Sale times (ii) a fraction, the numerator of which is equal to the aggregate number of shares of Common Stock owned by the non-selling stockholders immediately prior to the Tag-Along Sale and the denominator of which is equal to the sum of the aggregate number of shares of Common Stock owned by the Selling Stockholder shall have and the right aggregate number of shares of Common Stock owned by the non-selling stockholders, immediately prior to participate the Tag-Along Sale. Any sales by the non-selling stockholders will be on the same terms and conditions and for the same per share consideration as the Transferring Stockholders proposed Tag-Along Sale by the Selling Stockholder; provided, however, that the non-selling stockholders may be required to make any representation and warranty in connection with the sale in Tag-Along Sale only to the manner set forth in this Section 5.5. If Class B Stockholders do not elect "best knowledge" of such non-selling stockholder (other than as to purchase such Shares pursuant each stockholder's ownership and authority to Section 5.4sell, free of liens, claims and encumbrances, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name shares of the proposed transferee, (ii) the number of Shares Common Stock proposed to be transferred (the “Transferred Shares”) sold by him, which shall be made only by each such stockholder as to his own shares), and the percentage (the “Tag Percentage”) that such number of Shares constitutes each non-selling stockholder will be required to bear his proportionate share, up to but in no event in excess of the total number net proceeds received by the stockholder for the shares of Shares owned Common Stock sold by such Transferring Stockholdershim in the Tag-Along Sale, (iii) the proposed of any escrows, holdbacks, adjustments in purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination or liabilities of the Fair Market Value thereofSelling Stockholder for any representations and warranties made by the Selling Stockholder (other than representations and warranties as to the ownership and authority to sell, free of liens, claims and (ivencumbrances, the shares of Common Stock proposed to be sold by the Selling Stockholder) under the other material terms and conditions of the proposed sale, including agreement relating to the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Tag-Along Sale.

Tag-Along Rights. (a) Subject Prior to a Qualified IPO, in the event of a proposed Transfer by a Holder (a “Tag-Along Seller”) of more than 5% of the outstanding shares of Common Stock in one or a series of related transactions for value in a Bona Fide Offer other than (w) Transfers made pursuant to Section 5.44.1(a) by CCMP, if one and Transfers pursuant to Section 4.1(b), Section 4.1(c) or more Class B Stockholders Section 4.3, (x) to a Permitted Transferee or Other Permitted Transferee, (y) in connection with a Qualified IPO, or (z) any transaction in which all of the Parties agree to participate, the Holders other than the Tag-Along Seller (the “Transferring StockholdersTag-Along Participants”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same consideration per share consideration of Common Stock as the Transferring Stockholders Tag-Along Seller in the sale Transfer in the manner set forth in this Section 5.54.4. If Class B Stockholders do not elect Prior to purchase any such Shares pursuant to Section 5.4Transfer, the Transferring Stockholders shall, prior to such sale, Tag-Along Seller shall deliver to the other Class B Stockholders Company prompt written notice (the “Transfer Tag-Along Notice”), which the Company will forward to the Tag-Along Participants within five (5) days of receipt thereof, which notice shall state (i) the name of the proposed transfereeTransferee, (ii) the number of Shares shares of Common Stock proposed to be transferred Transferred (the “Transferred SharesTag-Along Securities”) and the percentage (the “Tag Tag-Along Percentage”) that such number of Shares constitutes shares constitute of the total number of Shares shares of Common Stock owned by such Transferring StockholdersTag-Along Seller, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed saleTransfer, including the proposed sale Transfer date (which date may not be less than 30 twenty (20) days after delivery to the Tag-Along Participants of the Transfer Tag-Along Notice). Such notice shall be accompanied by a written offer from the proposed transferee Transferee to purchase the Transferred SharesTag-Along Securities, which offer may be conditioned upon the consummation of the sale by the Transferring StockholdersTag-Along Seller, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders Tag-Along Seller and the transferee Transferee which shall make provision for the participation of the other Class B Stockholders Tag-Along Participants in such sale consistent with this Section 5.54.4. A Tag-Along Seller may only Transfer its shares of Common Stock under this Section 4.4 if it has satisfied the provisions of Section 4.1(b), Section 4.5 and Section 4.9, as applicable, with respect to such proposed Transfer.

Tag-Along Rights. If any Stockholder or any of its Affiliates (aany such Person for purposes of this Section 2.4, the "Transferor") Subject wishes to Section 5.4, if one transfer its shares of Common Stock or more Class B Stockholders any portion thereof to any Person (the “Transferring Stockholders”) desire "Transferee"), the Transferor shall first give to sell any or all of their Shares, other than the Company and each Warrant Securityholder (pursuant to a Permitted Holder or in list provided by the Company) a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “a "Transfer Notice”"), which notice shall state executed by it and the Transferee and containing (i) the name number of shares of Common Stock that the proposed transfereeTransferee proposes to acquire from the Transferor, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) name and the percentage (the “Tag Percentage”) that such number of Shares constitutes address of the total number of Shares owned by such Transferring StockholdersTransferee, (iii) the proposed purchase price thereforeprice, including a description terms of payment and other material terms and conditions of such proposed transfer, (iv) an estimate, in the Transferor's reasonable judgment, of the fair market value of any non-cash consideration sufficiently detailed offered by the Transferee and (v) an offer by the Transferee or Transferor to permit purchase, upon the determination purchase by the Transferee of any shares of Common Stock owned by the Transferor and for the same per share consideration, that number of Conversion Shares (or if such number is not an integral number, the next integral number which is greater than such number) of each Warrant Securityholder which shall be the product of (x) the aggregate number of Conversion Shares either then owned, or issuable upon exercise of Warrants then owned, by such Warrant Securityholder and (y) a fraction, the numerator of which shall be the number of shares of Common Stock indicated in the Transfer Notice as subject to purchase by the Transferee and the denominator of which shall be the sum of (A) the total number of shares of Common Stock then owned by the Transferor and its Affiliates plus (B) the total number of Conversion Shares either then owned, or issuable upon exercise of Warrants then owned, by each Warrant Securityholder. Each Warrant Securityholder shall have the right, for a period of 20 days after the Transfer Notice is given, to accept such offer in whole or in part, exercisable by delivering a written notice to the Transferor and the Company within such 20-day period, stating therein the number of shares of Common Stock (which may be the number of shares set forth in the offer by the Transferor or Transferee, as the case may be, or a portion thereof) to be sold by such Warrant Securityholder to the Transferor or Transferee, as the case may be. Prior to the earlier of (x) the end of such 20-day period or (y) the acceptance or rejection by each Warrant Securityholder of the Fair Market Value thereofTransferee's or Transferor's offer, as the case may be, neither the Transferor nor its Affiliates will complete any sale of shares of Common Stock to the Transferee. Thereafter, for a period of 60 days after the prohibition under the preceding sentence shall have terminated, the Transferor may sell to the Transferee for the consideration stated and (iv) on the other material terms set forth in the Transfer Notice the shares of Common Stock stated in the Transfer Notice as subject to purchase by the Transferee, PROVIDED that the Transferor or Transferee, as the case may be, shall simultaneously purchase the number of shares of Common Stock as calculated above from those Warrant Securityholders who have accepted the Transferor's or Transferee's offer, as the case may be. The provisions of this Section 2.4 shall not apply to transfers between the Transferor and conditions any of its Affiliates or between Affiliates of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Transferor.

Tag-Along Rights. At least thirty (a30) Subject days prior to any Transfer of Stockholder Shares (other than a Public Sale), including the Transfer of Stockholder Shares to the Company, the Stockholder making such Transfer (the "Transferring Stockholder") shall deliver a written notice (the "Sale Notice") to the Company and the other Stockholders specifying in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the Transfer (which notice may be the same notice and given at the same time as the offer notice under Section 5.4, if one or more Class B 7(a)). The other Stockholders (the “Transferring Stockholders”"Electing Holders") desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right may elect to participate in the contemplated Transfer at the same price per share and on the same terms and conditions and for the same per share consideration as by delivering written notice to the Transferring Stockholders in Stockholder within thirty (30) days after delivery of the sale in the manner set forth in this Section 5.5Sale Notice. If Class B Stockholders do not elect the Electing Holders have elected to purchase participate in such Shares pursuant to Section 5.4Transfer, the Transferring Stockholders shallStockholder and the Electing Holders shall be entitled to sell in the contemplated Transfer, prior to such saleat the same price and on the same terms, deliver a number of Stockholder Shares (determined on a class-by-class basis) equal to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state product of (i) the name quotient determined by dividing (A) the percentage of Stockholder Shares in any class of Stockholder Shares owned by such Person by (B) the proposed transfereeaggregate percentage of Stockholder Shares in such class owned, respectively, by the Transferring Stockholder and the Electing Holders, and (ii) the number of Stockholder Shares proposed in such class to be transferred sold in the contemplated Transfer. FOR EXAMPLE, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Transferring Stockholder, and if the Transferring Stockholder at such time owns 35% of all Stockholder Shares and if the Electing Holder elects to tag-along and owns 15% of all Stockholder Shares, the Transferring Stockholder would be entitled to sell 70 shares (the “Transferred Shares”35% DIVIDED BY 50% x 100 shares) and the percentage Electing Holder would be entitled to sell 30 shares (15% DIVIDED BY 50% 100 shares). Each Transferring Stockholder shall use best efforts to obtain the “Tag Percentage”) that such number of Shares constitutes agreement of the total number of Shares owned by such Transferring Stockholders, (iiiprospective transferee(s) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders Electing Holders in any contemplated Transfer, and no Transferring Stockholder shall transfer any of its Stockholder Shares to any prospective transferee if such sale consistent with this Section 5.5prospective transferee(s) declines to allow the participation of the Electing Holders.

Tag-Along Rights. (a) Subject to Section 5.4, if one or more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shallnext paragraph, prior to making any Transfer of Vestar Securities (other than a Transfer described in Section 3.3(b)) any holder of Vestar Securities proposing to make such salea Transfer (for purposes of this Section 3.3, deliver to the other Class B Stockholders prompt a “Selling Vestar Holder”) shall give at least fifteen (15) days’ prior written notice to each holder of Employee Securities and each holder of Co-Investor Securities (the for purposes of this Section 3.3, each an “Transfer NoticeOther Holder”), and the Company, which notice (for purposes of this Section 3.3, the “Sale Notice”) shall state (i) identify the name type and amount of the proposed transferee, (ii) the number of Shares proposed Vestar Securities to be transferred sold (for purposes of this Section 3.3, the “Transferred SharesOffered Securities”) and ), describe the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of such proposed Transfer, and identify each prospective transferee. Any of the Other Holders may, within ten (10) days of the receipt of the Sale Notice, give written notice (each, a “Tag-Along Notice”) to the Selling Vestar Holder that such Other Holder wishes to participate in such proposed saleTransfer upon the terms and conditions set forth in the Sale Notice, including which Tag-Along Notice shall specify the Securities such Other Holder desires to include in such proposed sale date Transfer; provided, however, that (1) each Other Holder shall be required, as a condition to being permitted to sell Securities pursuant to this Section 3.3(a) in connection with a Transfer of Offered Securities, to elect to sell Securities of the same type and class, only to the extent such Securities are vested (or may become vested as a result of such Transfer) pursuant to the terms and conditions set forth in the applicable Management Unit Subscription Agreement, and in the same relative proportions (which date proportions shall be determined on a Unit for Unit or, as the case may not be less than 30 days after delivery be, share for share basis and on the basis of aggregate liquidation value with respect to Preferred Units or Preferred Stock) as the Securities which comprise the Offered Securities, and (2) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements as the Selling Vestar Holder agrees to make in connection with the Transfer of the Transfer NoticeOffered Securities (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, the Selling Vestar Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves). Such notice , and must agree to bear his or its ratable share (for which they shall be accompanied severally liable based on the value of Securities that are Transferred; provided that such liability of any Other Holder shall not exceed the gross proceeds received by such Other Holder in the Transfer) of all liabilities to the transferees arising out of representations, warranties and covenants (other than those representations, warranties, covenants and indemnitees that pertain specifically to a written offer from given Securityholder, who shall bear all of the proposed transferee liability related thereto), indemnities or other agreements made in connection with the Transfer; provided, that no Securityholder shall be required to purchase make representations or warranties that pertain specifically to the Transferred SharesCompany or its Subsidiaries (although each Securityholder must nevertheless bear its ratable share of any indemnification liability for any breach of any such representation or warranty) or, which offer may be conditioned in the case of holders of Co-Investor Securities only, agree to any non-competition covenants or agreements. Each Securityholder will bear (x) its or his own costs of any sale of Securities pursuant to this Section 3.3(a) and (y) its or his pro-rata share (based upon the relative amount of Securities sold) of the costs of any sale of Securities pursuant to this Section 3.3(a) (excluding all amounts paid to any Securityholder or his or its Affiliates as a transaction fee, broker’s fee, finder’s fee, advisory fee, success fee, or other similar fee or charge related to the consummation of such sale) to the sale extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5transferee.

Tag-Along Rights. (a) Subject In the event that the BC Investor intends to Section 5.4, if one sell or more Class B Stockholders otherwise Transfer any of its Shares to a third party that is not an Affiliate of the BC Investor (which for these purposes shall not include any limited partners of BC European Capital VIII to the extent distributed to such limited partners on a proportionate basis) (a “Transferring StockholdersProposed Transferee”) desire to sell any or all of their Shares, (other than (i) any Transfer to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transfereeTransferee, (ii) the number of Shares proposed Transfers in a Public Offering pursuant to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes Article IV of the total number Shareholders Agreement, which shall be governed by the provisions of Shares owned by such Transferring StockholdersArticle IV of the Shareholders Agreement, (iii) a distribution of Shares by the proposed purchase price thereforeBC Investor to its members, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereofpartners, and unitholders or stockholders, (iv) pursuant to Rule 144 under the other material Securities Act (in transactions subject to any applicable volume and manner of sale limitations of that rule) or (v) pursuant to an Approved Transaction), whether by merger, consolidation or sale of the Company’s equity interests, then the BC Investor (the “Selling Investor”) shall notify the Silver Lake Investor (the “Tag-Along Investor”), in writing, of such proposed Transfer and its terms and conditions (including without limitation, the identity of the proposed saleProposed Transferee, including the proposed sale date aggregate number of Shares agreed to be purchased, purchase price, any escrow and indemnity arrangements, form of consideration and the terms of payment, the “Tag-Along Third Party Terms”). Within ten (which date may not be less than 30 days after delivery 10) Business Days of the Transfer Notice)date of such notice, the Tag-Along Investor shall notify the Selling Investor in writing if it elects to participate in such Transfer. Such notice If the Tag-Along Investor fails to so notify the Selling Investor within such ten (10) Business Day period, such Tag-Along Investor shall be accompanied by a written offer from the proposed transferee deemed to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5have waived its rights hereunder.

Tag-Along Rights. (ai) Subject to Section 5.4the other provisions of this Article IX, if one or more Class B Stockholders any Equity Member (the “Transferring Stockholders”"Selling Equity Member") desire proposes to sell Transfer any or all of their Sharesits Equity Interest (a "Tag-Along Sale"), other than to a Permitted Holder or in a Market SaleTransfer permitted by and made in compliance with Section 9.02(c) or 9.02(e), and the other Equity Members ("Tag-Along Equity Members") may require the Selling Equity Member to sell or otherwise Transfer in such sale would result in a Change Tag-Along Sale an amount of Control such Tag-Along Equity Member's Equity Interest (and has been approved as provided in Section 5.2(a))the Selling Equity Member will, each Class B Stockholder shall have to the right extent necessary, reduce the amount of the Selling Equity Member's Equity Interest subject to participate the Tag-Along Sale by a corresponding amount) equal to the product of (x) the Percentage Interest of such Selling Equity Member to be Transferred pursuant to the Tag-Along Sale and (y) the Percentage Interest of the applicable Tag-Along Equity Member, for the same consideration and otherwise on the same terms and conditions and for upon which the same per share Selling Equity Member proposes to Transfer its Equity Interest. The consideration as received in connection with such Tag-Along Sale shall be allocated among the Transferring Stockholders Equity Members in the sale in ratio that each Equity Member's transferred Percentage Interest bears to the manner set forth in this total Percentage Interest Transferred by all Equity Members, provided that if consideration from a Tag-Along Sale is received and allocated at any time before the Company makes the allocations required by Section 5.5. If Class B Stockholders do not elect to purchase 6.01, such Shares pursuant to consideration shall be allocated among the Equity Members as if the allocations required by Section 5.4, the Transferring Stockholders shall, 6.01 had been made immediately prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name completion of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any nonTag-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Along Sale.

Tag-Along Rights. (a) Subject Except as permitted by Section 3.4 or in the case of sales pursuant to Section 5.4Article IV, if one HEI, at any time or from time to time, in a single transaction or series of related transactions occurring within a six-month period, or within a longer period if pursuant to a single agreement, proposes to Transfer 20% or more Class B Stockholders of the outstanding shares of Company Common Stock (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market "Tag-Along Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)"), then each Class B Minority Stockholder shall have the right right, but not the obligation, to participate on in such Tag-Along Sale by selling the same terms number of shares of Company Common Stock respectively owned by it as calculated in the following manner. Such shares of Company Common Stock which were acquired by the Minority Stockholders pursuant to the Contribution Agreement and conditions and for which are owned by the same per share consideration Minority Stockholders or their Affiliates which are Parties to this Agreement are hereinafter referred to as the Transferring Stockholders "Stockholders' Shares;" provided, however that shares of Company Common Stock transferred from another Stockholder to a Minority Stockholder or its Affiliates (other than an Affiliate of such transferring Stockholder) shall not be deemed to be Stockholders' Shares. The number of shares of Company Common Stock that each Minority Stockholder shall be entitled to include in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice Tag-Along Sale (the “Transfer Notice”), which notice "Stockholder Allotment") shall state equal the product of (i) the name total number of shares of Company Common Stock proposed to be Transferred pursuant to the Tag-Along Sale or such greater number of shares that the proposed purchaser in the Tag-Along Sale shall agree to purchase or otherwise acquire, times (ii) a fraction, the numerator of which shall equal the number of Stockholders' Shares owned by such Minority Stockholder and its Affiliates which are parties to this Agreement on the date of the proposed transfereeSale Notice, and the denominator of which shall equal the sum of (iiA) the number of Shares proposed to be transferred shares of Company Common Stock owned by HEI and its Affiliates on the date of the Sale Notice plus (the “Transferred Shares”B) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Stockholders' Shares owned by such Transferring Stockholders, (iii) all Minority Stockholders and their Affiliates which are parties to this Agreement on the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination date of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Sale Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.

Tag-Along Rights. (a) Subject If, at any time after the restrictions of Section 2.01 expire, a Shareholder proposes to Section 5.4, if one or more Class B Stockholders sell Common Stock for value (the “Transferring Stockholders”"Transferor") desire to sell any or all of their Shares, Person (other than to a Permitted Holder or transferee in a Market SaleTransfer permitted by Section 2.02) in one transaction or a series of related transactions, and then such sale would result in a Change of Control Transferor shall offer (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right "Participation Offer") to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders include in the proposed sale a number of shares of Common Stock designated by any of the other Shareholders not to exceed, in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase respect of any such Shares pursuant to Section 5.4Shareholder, the Transferring Stockholders shall, prior to such sale, deliver number of shares equal to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state product of (i) the name aggregate number of shares to be sold to the proposed transferee and (ii) the Shareholder's respective KCI Percentage; provided that if the consideration to be received includes any securities, only Shareholders that are Accredited Investors (as defined below) shall be entitled to include their shares in such sale (but, in such case, each Shareholder shall be entitled to include in such sale a number of its shares, without duplication, equal to the number of shares held by its Affiliates that are excluded from sale by the operation of this proviso). The Transferor shall give written notice to each Shareholder of the Participation Offer (the "Transferor's Notice") at least twenty (20) days prior to the proposed sale. The Transferor's Notice shall specify the proposed transferee, (ii) the number of Shares proposed shares to be transferred (sold to such transferee, the “Transferred Shares”) amount and type of consideration to be received therefor, and the percentage (place and date on which the “Tag Percentage”) sale is to be consummated. Each Shareholder that such number wishes to include shares of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including Common Stock in the proposed sale date in accordance with the terms of this Section 2.03 shall so notify the Transferor not more than ten (which date may not be less than 30 10) days after delivery the date of the Transfer Transferor's Notice). Such notice The Participation Offer shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation Transferor's sale of shares pursuant to the sale by transactions contemplated in the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and Transferor's Notice with the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.named therein. If any Shareholder accepts the

Tag-Along Rights. In the event that a Non-Management Member proposes a Transfer of Interests (awhich, for the avoidance of doubt, shall not include Class B Units) Subject that is otherwise permitted by this Agreement (such transferring Member, in such capacity, the “Selling Member”), other than any Transfer pursuant to Section 5.412.1(a)(i) or 12.1(a)(ii), if one or more Class B Stockholders then at least twenty days prior to effecting such Transfer, such Selling Member shall give the Company and each other Member written notice of such proposed Transfer. Each other Member shall then have the right (the “Transferring StockholdersTag-Along Right”) desire ), exercisable by written notice to sell any or all of their Sharesthe Selling Member, other than to a Permitted Holder or participate in a Market Sale, and such sale would result in by selling a Change Pro Rata Share of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate such other Member’s Common Units on substantially the same terms and conditions and for subject to the same per share consideration conditions as the Transferring Stockholders in Selling Member (each such participating Member, other than the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4Selling Member, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the a “Transfer NoticeTagging Member”). Such terms and conditions shall include, which notice shall state without limitation, (i) the name of the proposed transferee, sale consideration and (ii) the number provision of Shares proposed information, representations, warranties, covenants and requisite indemnifications; provided, however, that (x) any representations and warranties relating specifically to any Member shall only be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) made by that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, Member; and (ivy) any indemnification provided by the Members (other material terms and conditions of than with respect to the representations referenced in the foregoing subsection (x)) shall be based solely on the relative Interests being sold by each Member in the proposed sale, including in all cases on a several, not joint, basis and shall apply solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro-rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of an Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; provided, further, however, that, the Management Members, the Outside Members and the Investor Members (other than the Selling Member) shall receive the same amount and form (or a more liquid form) of consideration as the Selling Member in connection with the proposed sale date unless they otherwise agree. The Selling Member and each Tagging Member will be responsible for its proportionate share (which date may not be less than 30 days after delivery based on the Percentage Interest of each such Member participating in such sale) of the Transfer Notice). Such notice shall be accompanied costs of the tag-along sale contemplated by a written offer from this Section 12.6(a) to the extent not paid or reimbursed by the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5purchaser.

Tag-Along Rights. (a) Subject So long as this Agreement remains in effect, in the case of a proposed Transfer of Shares in excess of twelve million (12,000,000) of the issued and outstanding Shares (as adjusted for any dividend, share split or other distribution, recapitalization or reclassification with respect to, or in exchange for, or in replacement of, such Shares) in a single transaction or related series of transactions by Silver Lake, TPG or August (a “Selling Shareholder”) (other than (i) pursuant to Section 5.42.2 hereof, if one (ii) following the initial Public Offering by the Company pursuant to the exercise of rights set forth in Article III or more Class B Stockholders (iii) in a bona fide sale to the public pursuant to Rule 144 under the Securities Act) (a “Transferring StockholdersProposed Sale”), Silver Lake, TPG, August or Integral (each of such Shareholders who exercises their rights under this Section 2.3(a), a “Tagging Shareholder”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on require the proposed Transferee (a “Proposed Transferee”) to purchase from such Tagging Shareholder up to the number of Shares of the same class proposed to be Transferred equal to the product (rounded up to the nearest whole Share) of (i) the quotient determined by dividing (A) the aggregate number of Shares of such class owned by such Tagging Shareholder by (B) the aggregate number of Shares of such class owned by the Selling Holder and all Tagging Shareholders and (ii) the total number of Shares of such class proposed to be directly or indirectly Transferred to the Proposed Transferee in the Proposed Sale, at the same price per Share and upon the same terms and conditions (including, without limitation, time of payment and for form of consideration) as to be paid and given to the Selling Holder; provided that in order to be entitled to exercise its right to sell Shares to the Proposed Transferee pursuant to this Section 2.3, each Tagging Shareholder must agree to make to the Proposed Transferee the same per share consideration representations, warranties, covenants, indemnities and agreements as the Transferring Stockholders Selling Holder agrees to make in connection with the Proposed Sale and agree to the same conditions to the Proposed Sale as the Selling Holder agrees (except that, in the sale case of representations, warranties, conditions, covenants, indemnities and agreements pertaining specifically to the Selling Holder, each Tagging Shareholder shall make comparable representations, warranties, covenants, indemnities and agreements and shall agree to comparable conditions, in each case to the extent applicable and pertaining specifically to itself and only to itself); provided that all representations, warranties, covenants, indemnities and agreements (other than those referred to in the manner set forth in this Section 5.5. If Class B Stockholders do immediately preceding exception) shall be made by the Selling Holder and each Tagging Shareholder severally and not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver jointly and that any liability to the other Class B Stockholders prompt written notice (Selling Holder and the “Transfer Notice”), which notice Tagging Shareholders thereunder shall state (i) the name be borne by each of the proposed transferee, (ii) them on a pro rata basis determined according to the number of Shares proposed to sold by each of them. Each Tagging Shareholder will be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes responsible for its proportionate share of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination costs of the Fair Market Value thereof, and (iv) Proposed Sale to the other material terms and conditions of the proposed sale, including the proposed sale date (which date may extent not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale paid or reimbursed by the Transferring Stockholders, Proposed Transferee or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Company.

Tag-Along Rights. (a) Subject to Section 5.4, if one or more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shallnext paragraph, prior to making any Transfer of Vestar Securities (other than a Transfer described in Section 3.3(b)) any holder of Vestar Securities proposing to make such salea Transfer (for purposes of this Section 3.3, deliver to the other Class B Stockholders prompt a “Selling Vestar Holder”) shall give at least fifteen (15) days’ prior written notice to each holder of Employee Securities, TCW Securities and NYLIM Securities (the for purposes of this Section 3.3, each an “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred SharesOther Holder”) and the percentage Company, which notice (for purposes of this Section 3.3, the “Tag PercentageSale Notice”) that such number shall identify the type and amount of Shares constitutes Vestar Securities to be sold (for purposes of this Section 3.3, the total number of Shares owned by such Transferring Stockholders“Offered Securities”), (iii) describe the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of such proposed Transfer, and identify each prospective Transferee. Any of the Other Holders may, within fifteen (15) days of the receipt of the Sale Notice, give written notice (each, a “Tag-Along Notice”) to the Selling Vestar Holder that such Other Holder wishes to participate in such proposed saleTransfer upon the terms and conditions set forth in the Sale Notice, including which Tag-Along Notice shall specify the Employee Securities, TCW Securities or NYLIM Securities, as the case may be, such Other Holder desires to include in such proposed sale date Transfer; provided, however, that (1) each Other Holder shall be required, as a condition to being permitted to sell Employee Securities, TCW Securities and NYLIM Securities pursuant to this Section 3.3(a) in connection with a Transfer of Offered Securities, to elect to sell Employee Securities, TCW Securities and NYLIM Securities of the same type and class (for purpose of this Section 3.3, the Common Units shall be treated as a single class, provided that the proceeds to be received by the holders thereof shall take into account any differences in distribution rights with respect to the Class A Units, Class B Units, Class C Units and other Units constituting Common Units pursuant to Section 4.1 of the LLC Agreement) and in the same relative proportions (which date proportions shall be determined on a unit for unit or, as the case may not be, share for share basis and on the basis of aggregate liquidation value with respect to Preferred Units or Preferred Stock) as the Securities which comprise the Offered Securities; (2) no Employee Security that is subject to vesting shall be less than 30 days after delivery entitled to be sold pursuant to this Section 3.3(a) unless such Employee Security has fully vested; and (3) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the Transferee the same representations, warranties, covenants, indemnities and agreements as the Selling Vestar Holder agrees to make in connection with the Transfer of the Transfer NoticeOffered Securities (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, the Selling Vestar Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves). Such notice , and must agree to bear his or its ratable share (which may be joint and several but contribution shall be accompanied based on the proceeds received in respect of Securities that are Transferred by each holder) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those representations, warranties and covenants that pertain specifically to a written offer from given Securityholder, who shall bear all of the proposed transferee liability related thereto), indemnities or other agreements made in connection with the Transfer. Each Securityholder will bear (x) its or his own costs of any sale of Securities pursuant to purchase this Section 3.3(a) and (y) its or his pro-rata share (based upon the Transferred Sharesrelative amount of Securities sold) of the costs of any sale of Securities pursuant to this Section 3.3(a) (excluding all amounts paid to any Securityholder or his or its Affiliates as a transaction fee, which offer may be conditioned upon broker’s fee, finder’s fee, advisory fee, success fee, or other similar fee or charge related to the consummation of such sale) to the sale extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Transferee.

Tag-Along Rights. With respect to any proposed Transfer (aother than Permitted Transfers) Subject to Section 5.4of shares of Capital Stock by Wengen (in such capacity, if one or more Class B Stockholders (the a “Transferring StockholdersStockholder”) desire to sell any or all of their Shares, Person other than the Company or a Subsidiary of the Company, or to a Permitted Holder Wengen Investor or in its Affiliates (a Market Sale“Third Party”) (such a transfer, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)“Tag Along Transfer”), each Class B the Transferring Stockholder shall have the obligation, and the Investors shall have the right, but not the obligation, to request the proposed Transferee to purchase from each Investor exercising such right (a “Tagging Stockholder”) that number of shares of Capital Stock requested to participate on be included by such Tagging Stockholder (such rights of the Tagging Stockholder to be referred to as “tag-along rights”); provided, however, that, if, subject to Section 2.4(b) below, such proposed Transferee refuses to purchase such shares of Capital Stock in accordance with the foregoing, each Tagging Stockholder shall have the right, but not the obligation, and the Transferring Stockholder shall have the obligation, to request the proposed Transferee to purchase from each Tagging Stockholder the number of shares of Capital Stock of such Tagging Stockholder determined by multiplying (i) the total number shares of Capital Stock proposed to be Transferred by the Transferring Stockholder by (ii) the Tag Along Ownership Percentage of such Tagging Stockholder. If the proposed Transferee is unwilling to purchase all of the shares of Capital Stock that the Tagging Stockholders have requested to be acquired by the proposed Transferee pursuant hereto, then the Transferring Stockholder shall not Transfer any shares of Capital Stock to such proposed Transferee unless and until, simultaneously with the consummation of such Transfer, such proposed Transferee shall purchase such shares of Capital Stock from each Tagging Stockholder in accordance with the terms hereof. Each Tagging Stockholder shall Transfer its Capital Stock at the same price per share of Capital Stock and upon the same terms and conditions (including time of payment, form of consideration and option to elect form of consideration) as to be paid and given to the Transferring Stockholder; provided, however, that in order to be entitled to exercise its right to sell its Capital Stock to the proposed Transferee pursuant to this Section 2.4, unless waived by the Transferee, a Tagging Stockholder must agree to make to the proposed Transferee the same representations and warranties with respect to such Tagging Stockholder(s)’ ownership of the Capital Stock to be sold by it (other than, for the same per share consideration avoidance of doubt, with respect to matters relating to the business of the Company and its Subsidiaries), covenants, indemnities (including with respect to representations and warranties relating to the business of the Company and its Subsidiaries) and agreements as the Transferring Stockholders Stockholder agrees to make in connection with the proposed Transfer of the Capital Stock of the Transferring Stockholder (except that in the sale case of representations and warranties pertaining specifically to the Transferring Stockholder, a Tagging Stockholder shall make the comparable representations and warranties pertaining specifically to itself, and except that, in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase case of covenants or agreements capable of performance only by certain Stockholders, such Shares pursuant to Section 5.4covenants or agreements shall be made only by such certain Stockholders); provided, further, that all representations and warranties, covenants, agreements and indemnities made by the Transferring Stockholder and the Tagging Stockholders shallpertaining specifically to themselves shall be made by each of them severally and not jointly; provided, prior to such salefurther, deliver to the other Class B Stockholders prompt written notice that each Transferring Stockholder and each Tagging Stockholder shall be severally (the “Transfer Notice”), which notice shall state but not jointly) liable for (i) the name indemnification obligations arising out of the proposed transfereeor relating to any breach of its representations and warranties, covenants and agreements and (ii) its pro rata portion (based on amount of proceeds received by such Person at the number closing of Shares proposed such Transfer) of indemnification obligations arising out of or relating to any breach of representations and warranties pertaining to the Company and its Subsidiaries; provided, further, that no Tagging Stockholder shall be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes liable for a breach of the total number representations, warranties, covenants, fraud or indemnification obligations of Shares owned any other Tagging Stockholder(s) or Transferring Stockholder(s); provided, further, that none of the Tagging Stockholders shall be required to enter into a non-competition, non-solicitation or equivalent covenant; provided, further, that in no event shall any Tagging Stockholder be liable for any amounts in excess of the amount of net proceeds actually received by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders Tagging Stockholder in such sale consistent with this Section 5.5Transfer.

Tag-Along Rights. (a) Subject to Section 5.4, if one or more Class B Stockholders In the event of a proposed Transfer of Shares by a Stockholder (the a “Transferring StockholdersStockholder”) desire to sell any or all of their Shares, other than (y) to a Permitted Holder Transferee or (z) in connection with a Market Sale, and such sale would result in a Change Public Offering or brokers transactions (within the meaning of Control (and has been approved as provided in Section 5.2(a))4(4) of the Securities Act) pursuant to Rule 144, each Class B Stockholder (other than the Transferring Stockholder) shall have the right to participate on the same terms and conditions and for the same per share Share consideration as the Transferring Stockholders Stockholder in the sale Transfer in the manner set forth in this Section 5.52.2. If Class B Stockholders do not elect Prior to purchase any such Shares pursuant to Section 5.4Transfer, the Transferring Stockholders shall, prior to such sale, Stockholder shall deliver to the other Class B Stockholders Company prompt written notice (the “Transfer Notice”), which the Company will forward to the Stockholders (other than the Transferring Stockholder, the “Tag-Along Participants”) within 5 days of receipt thereof, which notice shall state (i) the name of the proposed transfereeTransferee, (ii) the number of Shares proposed to be transferred Transferred (the “Transferred SharesSecurities”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes constitute of the total number of Shares owned by such Transferring StockholdersStockholder, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed saleTransfer, including the proposed sale Transfer date (which date may not be less than 30 35 days after delivery to the Tag-Along Participants of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee Transferee to purchase the Transferred SharesSecurities, which offer may be conditioned upon the consummation of the sale by the Transferring StockholdersStockholder, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders Stockholder and the transferee Transferee which shall make provision for the participation of the other Class B Stockholders Tag-Along Participants in such sale consistent with this Section 5.52.2.

Tag-Along Rights. 6.1.1 In the event of a proposed Transfer by Equinox or any Affiliate (aand, for the avoidance of doubt, by its direct and indirect shareholders) Subject to Section 5.4, if one thereof (a “Transferor”) of Common Stock representing in the aggregate 15% or more Class B Stockholders of the issued and outstanding shares of Common Stock (treating all classes of Common Stock as one class for this purpose) held by them on the filing date hereof (a “Transferring StockholdersTag-Along Transfer”) desire to sell a single Transferee or a group of Transferees, in any transaction or all series of their Sharesrelated transactions, each holder of Common Stock other than to the Transferor or any Affiliate (and, for the avoidance of doubt, its direct and indirect shareholders) thereof (each, a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder “Tag-Along Participant”) shall have the right to participate on the same terms and conditions and for the same conditions, including price per share consideration share, as the Transferring Stockholders in the sale each Transferor in the manner set forth in this Section 5.56.1. If Class B Stockholders do not elect Prior to purchase such Shares pursuant to Section 5.4any Tag-Along Transfer, the Transferring Stockholders shall, prior to such sale, each Transferor shall deliver to the other Class B Stockholders Corporation prompt written notice (the “Transfer Notice”), which the Corporation will forward to each Tag-Along Participant within five (5) Business Days of receipt thereof, which notice shall state (i) the name of the proposed transfereeTransferee, (ii) the number of Shares shares of Common Stock proposed to be transferred Transferred to the Transferee(s) (the “Transferred SharesSecurities”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders), (iii) the proposed purchase price thereforeper share, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, fair market value thereof and (iv) the other material terms and conditions of the proposed saleTag-Along Transfer, including the proposed sale Tag-Along Transfer date (which date may not be less than 30 days thirty (35) Business Days after delivery to the Tag-Along Participants of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee Transferee to purchase the Transferred SharesSecurities, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholderseach Transferor, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders each Transferor and the transferee Transferee, which shall make provision for the participation of the other Class B Stockholders Tag-Along Participants in such sale consistent with this Section 5.56.1.

Tag-Along Rights. (a) Subject Except for a Transfer pursuant to Section 5.4Clause 2.1(a), 2.1(b), 2.1(c), or 2.7 of this Agreement, Clause 7 or 8.2 of the SPA, or the Standard Bank Equity Agreements, and subject always to Clause 2.2, if one or more Class B Stockholders at any time FEEL (the “Transferring Stockholders”Tag-Along Seller“) desire proposes to sell any or all of their Shares, other than Transfer Shares to a Permitted Holder or in a Market SaleProspective Transferee that, when aggregated with all other Shares Transferred by such Tag-Along Seller and such sale its Affiliates, would result in a Change such Tag-Along Seller owning less than fifty percent (50%) of Control the then total issued and outstanding Shares, such Tag Along Seller shall promptly give written notice to the Company (“Tag-Along Notice”) and has been approved as provided in Section 5.2(a)), each Class B Stockholder of the other Shareholders at least forty-five (45) days prior to the completion of such Transfer and shall have cause the right Prospective Transferee to participate make an offer for all of the Shares of such other Shareholders on the same terms and conditions of the Proposed Transfer (provided that the Investors shall only provide customary representations of title and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver capacity excluding any representations or warranties with respect to the other Class B Stockholders prompt written notice business, assets or liabilities or financial condition of the Company) (the “Transfer NoticeTag-Along Offer”), which notice except that the price per Share pursuant to the Tag-Along Offer shall state (i) be the name of Tag-Along Offer Purchase Price. The Tag-Along Notice shall describe in reasonable detail the proposed transfereeProposed Transfer including, (ii) without limitation, the class and number of Shares proposed to be transferred (sold, the “Transferred Shares”) price and terms thereof and the percentage (identity of the “Tag Percentage”) that such number Prospective Transferee and attach a copy of the Tag-Along Offer. Any subsequent Transfers of Shares constitutes of by persons other than the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice Investors shall be accompanied by a written offer from subject to the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with same tag-along right under this Section 5.5Clause 2.3.

Tag-Along Rights. (a) Subject to Section 5.4, if one or more Class B Stockholders (the “Transferring Stockholders”) desire If any Stockholder proposes to sell any shares ---------------- of Capital Stock otherwise permitted to be sold pursuant to the terms of this Agreement, but excluding (i) sales to a Related Transferee of such Stockholder or to A.T.T. IV, N.V. in accordance with Section 4 or (ii) any sale in which all of their Sharesthe Stockholders agree and are permitted to participate, then such Stockholder shall offer (the "Participation Offer") to include in the proposed sale a number of shares of Capital Stock designated by any of the other than Stockholders, not to exceed, in respect of any such other Stockholder, the number of shares equal to the product of (A) the aggregate number of shares of Capital Stock to be sold by such Stockholder to the proposed transferee(s) and (B) a Permitted Holder fraction the numerator of which is equal to the number of shares of Capital Stock owned by such other Stockholder and the denominator of which is equal to the number of shares of Capital Stock held by all Stockholders; provided that if the consideration to be received by such Stockholder includes -------- any securities subject to Section 5 of the Securities Act of 1933 (or in a Market Sale, and such sale would result in a Change of Control any successor statute) (and has been approved as provided in Section 5.2(a)the "Securities Act"), each Class B Stockholder shall have only Stockholders who are permitted by the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect Securities Act to purchase such Shares pursuant securities shall be entitled to Section 5.4, include their shares of Capital Stock in such sale. The Stockholder making the Transferring Stockholders shall, Participation Offer (the "Offering Stockholder") shall give written notice to each other Stockholder of the Participation Offer (the "Tag-Along Notice") at least 15 days prior to such the proposed sale, deliver to . The Tag-Along Notice shall specify the other Class B Stockholders prompt written notice (the “Transfer Notice”proposed transferee(s), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed shares of Capital Stock to be transferred (sold to such transferee(s), the “Transferred Shares”) amount and type of consideration to be received therefor, and the percentage (place and date on which the “Tag Percentage”) that such number sale is to be consummated. Each other Stockholder who wishes to include shares of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including Capital Stock in the proposed sale date (which date may in accordance with the terms of this Section 3 shall so notify the Offering Stockholder not be less more than 30 10 days after delivery the date of the Transfer Tag-Along Notice). Such notice The Participation Offer shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by of shares of Capital Stock pursuant to the Transferring Stockholderstransactions contemplated in the Tag-Along Notice. If any Stockholder shall have accepted the Participation Offer, or the most recent drafts Offering Stockholder shall reduce to the extent necessary the amount of Capital Stock it otherwise would have sold in the purchase and proposed sale documentation between so as to permit the Transferring other Stockholders who have accepted the Participation Offer to sell the number of shares that they are entitled to sell under this Section 3, and the transferee which Offering Stockholder and such other Stockholders shall make provision for sell the participation number of shares specified in the other Class B Stockholders Participation Offer in accordance with the terms of such sale consistent with this Section 5.5set forth in the Tag-Along Notice.

Tag-Along Rights. (a) Subject to Section 5.4, if one In the event that any holder or more Class B Stockholders holders of at least ten percent (10%) of the outstanding Common Stock (the “Transferring Stockholders”"TAG-ALONG TRANSFEROR") desire proposes to sell or otherwise dispose of Common Stock to any person or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control persons (and has been approved as provided in Section 5.2(a)the "PROPOSED PURCHASER"), each Class B Stockholder shall have the right to participate on the same terms and conditions and for of such sale or other disposition to such Proposed Purchaser shall include an offer to each other Shareholder (the same per share consideration as "TAG-ALONG OFFEREES") to include, at the Transferring Stockholders option of each Tag-Along Offeree, in the sale or other disposition to the Proposed Purchaser such number of shares of Common Stock owned by each such Tag-Along Offeree determined in the manner set forth in accordance with this Section 5.54.2. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt The Tag-Along Transferor shall send a written notice (the “Transfer Notice”)"TAG-ALONG NOTICE") to each Tag-Along Offeree setting forth the maximum number of shares of Common Stock the Proposed Purchaser is willing to purchase or otherwise acquire, which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) price per share and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions upon which the purchase is proposed to be made. At any time within 15 days after its receipt of the proposed saleTag-Along Notice, including each Tag-Along Offeree may exercise its option to sell a number of shares owned by such Tag-Along Offeree determined in accordance with the provisions of this Section 4.2 by (i) furnishing written notice of such acceptance (the "TAG-ALONG ACCEPTANCE NOTICE") to the Tag-Along Transferor, which Tag-Along Acceptance Notice shall set forth the maximum number of shares that such Tag-Along Offeree wishes to sell or otherwise dispose of to the Proposed Purchaser, and (ii) delivering to the Tag-Along Transferor a power-of-attorney authorizing the Tag-Along Transferor to sell or otherwise dispose of such shares to the Proposed Purchaser as part of such proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5disposition.

Tag-Along Rights. (a) Subject In the event that the Investor Group proposes to Section 5.4Transfer, if in one or a series of related transactions, more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all than 20% of their SharesOriginal Shares to an Independent Third Party and not involving a "BROKERS TRANSACTION" within the meaning of Rule 144 under the Securities Act of 1933, other than to they shall deliver a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”)"SALE NOTICE") to the Other Stockholders, which notice shall state (i) specifying in reasonable detail the name identity of the proposed transfereeprospective transferee(s) and the terms and conditions of the Transfer. The Other Stockholders may elect to participate in the contemplated Transfer with respect to any Shares they then hold by delivering written notice to the Investor Group within 10 days after delivery of the Sale Notice. If any Other Stockholders have elected to participate in such Transfer, (ii) the Investor Group and such Other Stockholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Shares proposed equal to be transferred the product of (the “Transferred Shares”) and a)the quotient determined by dividing the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, person by the aggregate percentage of Shares owned by Investor Group and the Other Stockholders participating in such sale and (iii) b)the number of Shares to be sold in the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed contemplated Transfer. The Investor Group shall use its best efforts to permit obtain the determination agreement of the Fair Market Value thereof, and (ivprospective transferee(s) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Other Stockholders in the contemplated Transfer, and the Investor Group shall not transfer any of their Shares to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Other Stockholders. If any portion of the Preferred Stock is included in any Transfer of Shares under this SECTION 3, the Transfer of such sale consistent Preferred Stock shall be treated as a transfer of the Underlying Common Stock, and the purchase price for each share of Preferred Stock shall be equal to the full purchase price determined hereunder for the underlying Common Stock issuable upon conversion of the Preferred Stock to be transferred less any price payable by the holder of the Preferred Stock in connection with this Section 5.5such conversion/exchange.

Tag-Along Rights. (a) Subject to Section 5.4Clause 16.3, if one or more Class B Stockholders a Shareholder (the “"Transferring Stockholders”Shareholder") desire shall not Transfer (either directly or indirectly), in any one transaction or series of related transactions, to any Person or group of Persons, any Shares, unless the terms and conditions of such Transfer shall include an offer to the other Shareholders (the "Remaining Shareholders"), to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, Shares at the same price and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders Shareholder has agreed to sell its Shares (the "Tag Along Right"). In the event a Transferring Shareholder proposes to Transfer any Shares in the sale in the manner set forth in a transaction subject to this Section 5.5. If Class B Stockholders do not elect Clause 16.4, it shall notify, or cause to purchase such Shares pursuant to Section 5.4be notified, the Transferring Stockholders shall, prior to Remaining Shareholders in writing of each such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which proposed Transfer. Such notice shall state set forth: (i) the name of the transferee and the amount of Shares proposed transfereeto be transferred, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the transferee (the "Transferee Terms") and (iii) that the transferee has been informed of the Tag Along Right provided for in this Clause 16.4, if such right is applicable, and the total number of Shares proposed the transferee has agreed to purchase from the Shareholders in accordance with the terms hereof. The Tag Along Right may be transferred exercised by each of the Remaining Shareholders by delivery of a written notice to the Transferring Shareholder (the “Transferred Shares”"Co-sale Notice") and the percentage (the “Tag Percentage”) that such number of Shares constitutes within [ * ] following receipt of the total notice specified in the preceding subsection. The Co-sale Notice shall state the number of Shares owned by such Transferring StockholdersRemaining Shareholder which the Remaining Shareholder wishes to include in such Transfer; provided, (iii) however, that without the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination written consent of the Fair Market Value thereofTransferring Shareholder, and (iv) the other material terms and conditions amount of such securities belonging to the proposed sale, including the proposed sale date (which date Remaining Shareholder included in such Transfer may not be less greater than 30 days after delivery such Remaining Shareholder's percentage beneficial ownership of Fully Diluted Common Shares multiplied by the Transfer total number of Fully Diluted Common Shares to be sold by both the Transferring Shareholder and all Remaining Shareholders. Upon receipt of a Co-sale Notice). Such notice , the Transferring Shareholder shall be accompanied by a written offer from obligated to transfer at least the proposed entire number of Shares set forth in the Co-sale Notice to the transferee to purchase on the Transferred SharesTransferee Terms; provided, which offer may be conditioned upon the consummation of the sale by however, that the Transferring Stockholders, or the most recent drafts of Shareholder shall not consummate the purchase and sale documentation between of any Shares hereunder if the transferee does not purchase all such Shares specified in all Co-sale Notices. If no Co-sale Notice has been delivered to the Transferring Stockholders Shareholder prior to the expiration of the [ * ] period referred to above and if the provisions of this Section have been complied with in all respects, the Transferring Shareholder shall have the right for a [ * ] period to Transfer Shares to the transferee on the Transferee Terms without further notice to any other party, but after such [ * ], no such Transfer may be made without again giving notice to the Remaining Shareholders of the proposed Transfer and complying with the requirements of this Clause 16. At the closing of any Transfer of Shares subject to this Clause 16.4, the Transferring Shareholder, and the transferee which Remaining Shareholder, in the event such Tag Along Right is exercised, shall make provision for deliver certificates evidencing such securities as have been Transferred by each, duly endorsed, or accompanied by written instruments of transfer in form reasonably satisfactory to the participation transferee, free and clear of any adverse claim, against payment of the other Class B Stockholders purchase price therefor. Notwithstanding the foregoing, this Clause 16.4 shall not apply to any sale of Common Shares pursuant to an effective registration statement under the Securities Act in such sale consistent with this Section 5.5.a bona fide public offering. CLAUSE 17

Tag-Along Rights. (a) Subject to Section 5.4a. At any time after the date of this Agreement, if one Cannae, THL or more Class B Stockholders Parent (the “Transferring StockholdersSelling Holder”) desire proposes to sell Transfer any or all of their Shares, other than to a Permitted Holder or Units (the “Tag-Along Sale”) in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in accordance with this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4Agreement, the Transferring Stockholders Selling Holder shall, prior to before such sale, Transfer deliver to the Company and to the other Class B Stockholders prompt written notice Members (the “Other Unit Holders”) at least thirty (30) days prior written notice of such proposed Transfer (the “Sale Notice”) and the terms of such Transfer, including (A) the number of Units to which the Transfer relates (the “Offered Class A Units”), which notice shall state (B) the fraction expressed as a percentage, determined by dividing the number of units of Class A Units to be purchased from the Selling Holder in such Transfer by the total number of Class A Units held by such Selling Holder (the “Tag-Along Sale Percentage”) (it being understood that (i) if the name of Selling Holder owns any vested Class B Units, the proposed transfereeTag-Along Sale Percentage shall be calculated on a post-conversion basis after giving effect to clause (c) below, and (ii) the number Company shall reasonably cooperate with the Selling Holder in respect of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereofTag-Along Sale Percentage), (C) the name and address of the proposed Transferee and (ivD) the proposed amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration, such information available to the Selling Holder as may be reasonably necessary for the other material Members to properly analyze the economic value and investment risk of such non-cash consideration) and the terms and conditions of the payment proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Selling Holder.

Tag-Along Rights. If, within ninety (a90) Subject days after the date hereof, ---------------- Xxxxx Xxxxxxx and his immediate family and affiliates (collectively, the "Frydman Group") propose to Section 5.4, if one or more Class B Stockholders sell a controlling interest in Purchaser to an -------------- unaffiliated party (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)"Transfer Transaction"), each Class B Stockholder then the Sellers shall have the -------------------- right to transfer their Purchase Price Shares on the same terms as the Frydman Group pursuant to the Proposed Transaction, as set forth herein. In the event the Frydman Group desires to effect a Transfer Transaction, it shall provide to the Sellers an Offer Notice notifying them of the material terms of such proposed Transfer Transaction and giving each Seller the opportunity to participate therein on the same terms and conditions as those offered to the Frydman Group. The Sellers shall have the right, for a period of 15 days after the delivery of the Offer Notice, to accept such offer in whole or in part by delivering a written notice to the Frydman Group and for the same per share consideration as Corporation, within such 15-day period, stating the Transferring Stockholders in number of the sale in Purchase Price Shares (which may be the manner number of shares set forth in this Section 5.5. If Class B Stockholders do not elect the Offer Notice or a portion thereof) desired to purchase such Shares pursuant be sold by each of the Sellers to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) . In the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of event the total number of Shares owned by shares the Frydman Group and the participating Sellers desire to Transfer are not able to be transferred, then each such Transferring Stockholders, electing party shall have the opportunity to sell such percentage of its shares as shall correspond to its respective percentage equity ownership of Purchaser. Prior to the earlier of (iiix) the proposed purchase price therefore, including a description end of any nonsuch 15-cash consideration sufficiently detailed to permit day period or (y) the determination acceptance or rejection by each of the Fair Market Value thereof, and (iv) the other material terms and conditions Sellers of the proposed saleFrydman Group's offer, including as the case may be, the Frydman Group shall not complete any sale of their shares of the Sherwood Common Stock to the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5transferee.

Tag-Along Rights. (a) Subject Except as permitted by Section 3.4 or in the case of sales pursuant to Section 5.4Article IV, if one HEI, at any time or from time to time, in a single transaction or series of related transactions occurring within a six-month period, or within a longer period if pursuant to a single agreement, proposes to Transfer 20% or more Class B Stockholders of the outstanding shares of Company Common Stock (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market "Tag-Along Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)"), then each Class B Minority Stockholder shall have the right right, but not the obligation, to participate on in such Tag-Along Sale by selling the same terms number of shares of Company Common Stock respectively owned by it as calculated in the following manner. Such shares of Company Common Stock which were acquired by the Minority Stockholders pursuant to the Contribution Agreement and conditions and for which are owned by the same per share consideration Minority Stockholders or their Affiliates which are Parties to this Agreement are hereinafter referred to as the Transferring Stockholders "Stockholders' Shares;" PROVIDED, HOWEVER that shares of Company Common Stock transferred from another Stockholder to a Minority Stockholder or its Affiliates (other than an Affiliate of such transferring Stockholder) shall not be deemed to be Stockholders' Shares. The number of shares of Company Common Stock that each Minority Stockholder shall be entitled to include in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice Tag-Along Sale (the “Transfer Notice”), which notice "Stockholder Allotment") shall state equal the product of (i) the name total number of shares of Company Common Stock proposed to be Transferred pursuant to the Tag-Along Sale or such greater number of shares that the proposed purchaser in the Tag-Along Sale shall agree to purchase or otherwise acquire, times (ii) a fraction, the numerator of which shall equal the number of Stockholders' Shares owned by such Minority Stockholder and its Affiliates which are parties to this Agreement on the date of the proposed transfereeSale Notice, and the denominator of which shall equal the sum of (iiA) the number of Shares proposed to be transferred shares of Company Common Stock owned by HEI and its Affiliates on the date of the Sale Notice plus (the “Transferred Shares”B) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Stockholders' Shares owned by such Transferring Stockholders, (iii) all Minority Stockholders and their Affiliates which are parties to this Agreement on the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination date of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Sale Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.

Tag-Along Rights. (a) Subject to Section 5.44.01 above, if one either RGGPLS or more Class B Stockholders the Specified Stockholder desires to sell, transfer or dispose of, in a merger or other transaction (each, a "sale") all (or any portion) of securities of the “Transferring Stockholders”) desire to sell any or all of their SharesCompany held by it, other than through a transaction pursuant to Rule 144 or an offering registered pursuant to the Securities Act, the following provisions of this Section 4.03 shall apply. The Stockholder (either RGGPLS or the Specified Stockholder) that desires to sell securities of the Company (the "Offeror") shall, as a Permitted Holder or condition to such sale, (i) provide a notice to the other Stockholder (the "Tagging Holder") in a Market Sale, and writing (the "Tag-Along Notice") of the material terms of the proposed sale at least 30 days prior to such sale would result in a Change and (ii) permit the Tagging Holder (or cause the Tagging Holder to be permitted) to sell (either to the prospective transferee of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right Offeror or to participate another financially reputable transferee reasonably acceptable to the Tagging Holder) the same portion of the same class of its respective securities of the Company on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring StockholdersOfferor, which sale shall take place on the date the Offeror's securities (or such portion) are transferred to such transferee (or transferees). The Tagging Holder shall have 10 days from the most recent drafts date of receipt of a Tag-Along Notice to exercise its right to sell pursuant to clause (ii) above by delivering written notice to the Offeror of its intent to exercise such right. The right of the purchase Tagging Holder to sell pursuant to the above provisions shall terminate if not exercised within such 10-day period. If the Tagging Holder elects to exercise its right to sell pursuant to the above provisions, it shall share, on a pro rata basis, the legal, investment banking and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation other expenses of the other Class B Stockholders Offeror incurred in connection with such sale consistent with this Section 5.5transfer.

Tag-Along Rights. (aIn the event that at any time a Class A Member or Class A Members propose to make any Transfer of Units not included in Section 8.1 or 8.6, which Transfer of Units would constitute 100% of the issued and outstanding Class A Units of the Company, he, she, it or they shall comply with the provisions of this Section 8.5. At least 30 days prior to any such proposed transfer, the Member(s) Subject desiring to Section 5.4, if one or more Class B Stockholders make such Transfer of Units (the “"Transferring Stockholders”Member(s)") desire to sell any or all of their Shares, other than to will deliver a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “"Offer Notice") to the Company and to each of the other Members. The Offer Notice will disclose in reasonable detail the proposed number of Units to be transferred, the class or classes of such Units, the proposed price, terms and conditions of the Transfer and the identity of the transferee. Each of the other Members holding Units may elect to participate in the contemplated sale by delivering written notice to the Transferring Member(s) within 30 days after delivery of the Offer Notice”. If any of the other Members elects to participate in such sale (the "Participating Members"), which notice shall state each of the Transferring Member(s) and the Participating Members will be entitled to sell in the contemplated sale a number of Vested Units equal to the product of (i) the name fraction, the numerator of which is the proposed transfereenumber of Vested Units (on a fully-diluted basis) held by such Person, and the denominator of which is the aggregate number of Units (on a fully-diluted basis) owned by the Transferring Member(s) and the Participating Members, multiplied by (ii) the number of Shares proposed Units (on a fully-diluted basis) to be transferred (sold in the “Transferred Shares”) and contemplated sale, provided that the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of any such transaction shall not impose upon any Participating Member, as a condition of participating in the proposed saletransaction, including (x) any obligation to provide personal services, (y) any restriction on such Participating Member's rights to compete, or (z) any personal liability for breaches of representations, warranties and covenants in the proposed sale date (which date may not transaction documents other than the representations, warranties and covenants to be less than 30 days after delivery made by such Participating Member regarding its own good standing, authorization of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Sharesagreements, which offer may be conditioned upon the consummation ownership of the sale by Units to be transferred, and other customary matters bearing on such Participating Member's transfer of good title to such Units. The Transferring Member(s) will use its or their best efforts to obtain the Transferring Stockholders, or the most recent drafts agreement of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for prospective transferee(s) to the participation of the other Class B Stockholders Participating Members in such any contemplated sale consistent with this Section 5.5and will not transfer any of their Units to the prospective transferee(s) if the prospective transferee(s) decline(s) to allow the participation of the Participating Members on the terms specified herein.

Tag-Along Rights. If (a) Subject any Stockholder proposes to Transfer (other than pursuant to a Public Sale or pursuant to Section 5.41(e)) at any time any of its shares of Common Stock to any Independent Third Party, if one or more Class B Stockholders (b) the “Transferring Stockholders”) desire Corporation has not exercised any rights pursuant to sell any or all of their Shares, other than to a Permitted Holder or in a Market SaleSection 1(b), and such sale would result in a Change (c) the Other Stockholders have not exercised their rights pursuant to Section 1(c), then the Transferring Stockholder may transfer his Stockholder Shares provided it complies with the provisions of Control this Section 3. First (and has been approved as provided in to the extent not already done so pursuant to Section 5.2(a1(b)), each Class B the Transferring Stockholder shall have first give to the right Corporation and the Other Shareholders an Offer Notice. The Offer Notice shall be an offer by the Transferring Stockholder to participate on allow the same terms and conditions Other Stockholders to participate, upon the purchase by the proposed transferee of any shares of Common Stock owned by the Transferring Stockholder and for the same per share consideration and on the same terms and conditions. Each Stockholder shall have the right, for a period of fifteen (15) days after the expiration of the Election Period, to accept such offer in whole, exercisable by delivering a written notice to the Transferring Stockholder and the Corporation within such 15-day period. Prior to the earlier of (x) the end of such 15-day period or (y) the acceptance or rejection by each Stockholder of the Transferring Stockholder's offer, as the case may be, the Transferring Stockholders Stockholder shall not complete any sale of shares of Common Stock to the proposed transferee. At the end of such fifteen (15) day period the Corporation shall calculate the total number of Stockholder Shares that are proposed to be sold. Each Stockholder shall be entitled to sell to the proposed transferee that number of Stockholder Shares (or if such number is not an integral number, the next integral number which is greater than such number) which shall be the product of (x) the aggregate number of Stockholder Shares proposed to be sold by such Stockholder and (y) a fraction, the numerator of which shall be the number of shares of Common Stock indicated in the sale in Offer Notice as subject to purchase by the manner proposed transferee and the denominator of which shall be the total number of Stockholder Shares proposed to be sold by all Stockholders. Thereafter, for a period of 120 days, the Transferring Stockholder may sell to the proposed transferee for the consideration stated and on terms no more favorable to the proposed transferee than those set forth in this Section 5.5. If Class B Stockholders do not elect the Offer Notice, shares of Common Stock stated in the Offer Notice as subject to purchase such Shares pursuant to Section 5.4, by the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of proposed transferee; provided that the proposed transferee, (ii) as the case may be, shall simultaneously purchase the number of shares of Common Stock as calculated above from those Stockholders who have accepted the Transferring Stockholder's offer. Any purchaser of Stockholder Shares proposed pursuant to this Section 3 shall be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereofsubject to, and (iv) have the other material rights and benefits of, the terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Agreement.

Tag-Along Rights. (a) Subject If the Investor at any time proposes to Transfer any shares of Stock (other than pursuant to an Exempt Transaction), the Investor shall afford Xxxxx the right to participate in such Transfer in accordance with this Section 5.45. (b) If the Investor desires to Transfer any shares of Stock, if one the Investor shall give written notice to Xxxxx (a "Notice of Transfer") not less than 12 nor more than 120 days prior to any proposed Transfer of any such shares of Stock. Each such Notice of Transfer shall: (i) specify in reasonable detail (A) the number and type of shares of Stock which such the Investor proposes to Transfer, (B) the identity of the proposed transferee or more Class B Stockholders transferees of such shares of Stock, (C) the time within which, the price per share at which and all other terms and conditions upon which such the Investor proposes to transfer such shares of Stock and (D) the percentage of the Stock then owned by the Investor which the Investor proposes to Transfer to such proposed transferee or transferees (the “Transferring Stockholders”) desire to sell any or all of their Shares"Applicable Percentage"), other than calculated on a fully-diluted basis and shall be carried out to a Permitted Holder or tenth of a share; and (ii) make explicit reference to this Section 5 and state that the right of Xxxxx to participate in a Market Sale, and such sale would result in a Change Transfer under this Section 5 shall expire unless such offer is accepted within 12 days after receipt of Control such Notice of Transfer. (and has been approved as provided in Section 5.2(a)), each Class B Stockholder c) Xxxxx shall have the right to participate Transfer to the proposed transferee or transferees up to that number of shares of Stock then owned by Xxxxx which is multiplied by the Applicable Percentage (calculated on a fully- diluted basis and shall be carried out to a tenth of a share and then rounded to the nearest share), at the same price per share and on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver are applicable to the other Class B Stockholders prompt written notice (proposed transfer by the “Transfer Notice”)Investor, which notice shall state provided that (i) the name of consideration payable to Xxxxx shall be paid in the proposed transferee, same form as that paid to the Investor and (ii) Xxxxx shall not be required in connection with any such transaction to make any representation, warranty or covenant other than a representation as to Xxxxx'x power and authority to effect such Transfer, as to Xxxxx'x title to the number shares of Shares proposed Stock to be transferred by him and other than such representations, warranties or covenants made by the Investor (to the “Transferred Shares”extent applicable to Xxxxx). (d) and Xxxxx must notify the percentage (the “Tag Percentage”) that such number of Shares constitutes Investor, within 12 days after receipt of the total number Notice of Shares owned by Transfer, if Xxxxx desires to accept such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description offer and to Transfer any of any non-cash consideration sufficiently detailed to permit the determination his shares of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders Stock in such sale consistent accordance with this Section 5.55. If Xxxxx declines to provide such notice within such 12-day period, such failure shall be deemed conclusive of Xxxxx'x intent to decline the opportunity to Transfer shares of Stock. Any and all Transfers of shares by Xxxxx pursuant to this Section 5 shall be made either concurrently with or prior to the Transfer of shares by the Investor. (e) A Transfer by Xxxxx of Stock pursuant to this Section 5 shall not be subject to the provisions of Section 3 hereof. Xxxxx shall not have any rights pursuant to this Section 5 to participate in any Exempt Transaction by the Investor. 6.

Tag-Along Rights. (a) Subject If, at any time after the restrictions of Section 2.01 expire, a Shareholder proposes to Section 5.4, if one or more Class B Stockholders sell Common Stock for value (the “Transferring Stockholders”"Transferor") desire to any Person (other than a transferee in a Transfer permitted by Section 2.02) in one transaction or a series of related transactions, then such Transferor shall offer (the "Participation Offer") to include in the proposed sale a number of shares of Common Stock designated by any of the other Shareholders not to exceed, in respect of any such Shareholder, the number of shares equal to the product of (i) the aggregate number of shares to be sold to the proposed transferee and (ii) the Shareholder's respective KCI Percentage; provided that if the consideration to be received includes any securities, only Shareholders that are Accredited Investors (as defined below) shall be entitled to include their shares in such sale (but, in such case, each Shareholder shall be entitled to include in such sale a number of its shares, without duplication, equal to the number of shares held by its Affiliates that are excluded from sale by the operation of this proviso). The Transferor shall give written notice to each Shareholder of the Participation Offer (the "Transferor's Notice") at least twenty (20) days prior to the proposed sale. The Transferor's Notice shall specify the proposed transferee, the number of shares to be sold to such transferee, the amount and type of consideration to be received therefor, and the place and date on which the sale is to be consummated. Each Shareholder that wishes to include shares of Common Stock in the proposed sale in accordance with the terms of this Section 2.03 shall so notify the Transferor not more than ten (10) days after I-54 55 the date of the Transferor's Notice. The Participation Offer shall be conditioned upon the Transferor's sale of shares pursuant to the transactions contemplated in the Transferor's Notice with the transferee named therein. If any Shareholder accepts the Participation Offer, the Transferor shall reduce to the extent necessary the number of shares it otherwise would have sold in the proposed sale so as to permit other Shareholders that have accepted the Participation Offer to sell any or all the number of their Shares, other than shares that they are entitled to a Permitted Holder or in a Market Salesell under this Section 2.03, and the Transferor and such other Shareholder or Shareholders shall sell the number of shares specified in the Participation Offer to the proposed transferee in accordance with the terms of such sale would result set forth in the Transferor's Notice. For purposes of this Section 2.03, "Accredited Investor" shall have the meaning set forth for such term in Regulation D. Notwithstanding the foregoing, a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder Shareholder shall have the right to participate include shares of Common Stock in the Transferor's sale under this Section 2.03 only if such Shareholder holds, on the same terms and conditions and for date he receives the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4Transferor's Notice, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice at least ten percent (the “Transfer Notice”), which notice shall state (i10%) the name of the proposed transferee, (ii) the number issued and outstanding shares of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice)Common Stock. Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.2.04

Tag-Along Rights. (a) Subject to Section 5.4, if one or more Class B Stockholders If any member (the “Transferring Stockholders”"Selling Stockholder") desire of the Gazit-Globe Group proposes to sell any or all of their Sharessell, other than pursuant to an open-market transaction or a Permitted Holder or in a Market Salede minimis transaction (involving less than 2% of the Corporation's outstanding stock), and any of its Stockholder Shares, it may only make such sale would result in a Change after complying with the provisions of Control (and has been approved as provided in this Section 5.2(a))2. First, each Class B the Selling Stockholder shall have give to the right Investor a notice (an "Offer Notice") allowing the Investor to participate participate, on a pro-rata basis based upon the same terms and conditions percentage of the Stockholder Shares of the Gazit-Globe Group offered to be sold, upon the purchase by the proposed transferee of any shares of Common Stock owned by the Selling Stockholder and for the same per share consideration as consideration. The Investor shall have the Transferring Stockholders right, for a period of 10 Business Days after the Offer Notice is given, to accept such offer in whole or in part, exercisable by delivering a written notice to the sale in Selling Stockholder within such 10 Business Day period, stating therein the manner number of shares of Common Stock (which may be the number of shares set forth in this Section 5.5the Offer Notice or a portion thereof) to be sold by the Investor to the proposed transferee. If Class B Stockholders do Prior to the earlier of (x) the end of such 10 Business Day period or (y) the acceptance or rejection by the Investor of the Selling Stockholder's offer, as the case may be, the Selling Stockholder shall not elect complete any sale of shares of Common Stock to the proposed transferee. Thereafter, for a period of 120 days, the Selling Stockholder may sell to the proposed transferee for the consideration stated and on terms no more favorable to the proposed transferee than those set forth in the Offer Notice, shares of Common Stock stated in the Offer Notice as subject to purchase such Shares pursuant to Section 5.4, by the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of Selling Stockholder; provided that the proposed transferee, (ii) as the case may be, shall simultaneously purchase the number of Shares shares of Common Stock as calculated above from the Investor, to the extent the Investor elected to participate in the sale. To the extent the number of shares of Common Stock proposed to be transferred sold by the Investor, if any, combined with the number proposed to be sold by the Selling Stockholder exceed the number of shares the proposed transferee is willing to purchase (the “Transferred Shares”) "Maximum Purchase Amount"), then each of the Investor and the percentage (the “Tag Percentage”) that Selling Stockholder shall be entitled to sell such number of Shares constitutes shares of Common Stock as shall constitute such percentage of the total number Maximum Purchase Amount corresponding to the percentage of shares, vis-a-vis one another, of Investor Stock and Stockholder Shares owned held by the Investor and the Gazit-Globe Group, respectively. For the purposes of such Transferring Stockholderscalculation, (iii) any unexercised and unexpired Warrants with an exercise price that is below the proposed purchase offer price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereofCommon Stock, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee deemed to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale Investor Stock held by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Investor.

Tag-Along Rights. (a) Subject 7.3.1 After the application of Paragraph 7.2 and prior to Section 5.4a Transfer pursuant to Paragraph 7.2.5, if one or more Class B Stockholders a Member (the “Transferring Stockholders”"Tag-Along Seller") desire continues to sell propose to Transfer (a "Tag-Along Sale"), directly or indirectly, all or any part of its Interest (or all of their Shares, other than any beneficial interest therein) to a Permitted Holder or in a Market Salethird-party, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), then each Class B Stockholder other Member shall have the right right, but not the obligation, to participate in such Tag-Along Sale (and to displace the Tag-Along Seller to the extent of such participation) by selling up to its pro rata interest of the Interest proposed to be Transferred. For purposes hereof, a Member's pro rata interest of the Interest proposed to be Transferred by the Tag-Along Seller shall be equal to the product of (i) the aggregate Interest (expressed as a percentage of the Company) proposed to be sold by the Tag-Along Seller in the Tag-Along Sale and (ii) such Member's Percentage Interest. Any such sale by any Member shall be on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in proposed Tag-Along Sale by the sale in Tag-Along Seller; provided, however, that all selling Members shall share pro rata, based upon the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state Interest being sold by each (i) in any indemnity liabilities to the name proposed purchaser in the Tag-Along Sale (other than representations as to unencumbered ownership of and ability to transfer the Interest being sold of any other seller in the Tag-Along Sale, which shall be the sole responsibility of such other seller), provided that no Member shall have liability in excess of the proposed transfereeproceeds received by such Member in the Tag-Along Sale, and (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of in any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision escrow for the participation purpose of the other Class B Stockholders in satisfying any such sale consistent with this Section 5.5indemnity liabilities.

Tag-Along Rights. If a Significant Stockholder Group (aany such Person or group of such Persons for purposes of Section 2.4, the "Transferor") Subject wishes to Section 5.4, if one transfer its shares of Common Stock or more Class B Stockholders any portion thereof to any Person (the “Transferring Stockholders”) desire "Transferee"), the Transferor shall first give to sell any or all of their Shares, other than Avatech and each Warrant Securityholder (pursuant to a Permitted Holder or in list provided by Avatech) a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “a "Transfer Notice”"), which notice shall state executed by it and the Transferee and containing (i) the name number of shares of Common Stock that the proposed transfereeTransferee proposes to acquire from the Transferor, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) name and the percentage (the “Tag Percentage”) that such number of Shares constitutes address of the total number of Shares owned by such Transferring StockholdersTransferee, (iii) the proposed purchase price thereforeprice, including a description terms of payment and other material terms and conditions of such proposed transfer, (iv) an estimate, in the Transferor's reasonable judgment, of the fair market value of any non-cash consideration sufficiently detailed offered by the Transferee and (v) an offer by the Transferee or Transferor to permit purchase, upon the determination purchase by the Transferee of any shares of Common Stock owned by the Transferor and for the same per share consideration, that number of Conversion Shares (or if such number is not an integral number, the next integral number which is greater that such number) of each Warrant Securityholder which shall be the product of (x) the aggregate number of Conversion Shares either then owned, or issuable upon exercise of Warrants then owned, by such Warrant Securityholder and (y) a fraction, the numerator of which shall be the number of shares of Common Stock indicated in the Transfer Notice as subject to purchase by the Transferee and the denominator of which shall be the sum of (A) the total number of shares of Common Stock then owned by the Transferor and its Affiliates plus (B) the total number of Conversion Shares either then owned, or issuable upon exercise of Warrants then owned, by each Warrant Securityholder. Each Warrant Securityholder shall have the right, for a period of 20 days after the Transfer Notice is given, to accept such offer in whole or in part, exercisable by delivering a written notice to the Transferor and Avatech within such 20-day period, stating therein the number of shares of Common Stock (which may be the number of shares set forth in the offer by the Transferor or Transferee, as the case may be, or may be. Prior to the earlier of (x) the end of such 20-day period or (y) the acceptance or rejection by each Warrant Securityholder of the Fair Market Value thereofTransferee's or Transferor's offer, as the case may be, neither the Transferor nor its Affiliates will complete any sale of shares of Common Stock to the Transferee. Thereafter, for a period of 60 days after the prohibition under the proceeding sentence shall have terminated, the Transferor may sell to the Transferee for the consideration stated and (iv) on the other material terms set forth in the Transfer Notice the shares of Common Stock stated in the Transfer Notice as subject to purchase by the Transferee, PROVIDED that the Transferor or Transferee, as the case may be, shall simultaneously purchase the number of shares of Common Stock as calculated above from those Warrant Securityholders who have accepted the Transferor's or Transferee's offer, as the case may be. The provisions of this Section 2.4 shall not apply to transfers between the Transferor and conditions any of its Affiliates or between Affiliates of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Transferor.

Tag-Along Rights. (a) Subject Prior to Section 5.4an Initial Public Offering, if one or more Class B Stockholders (the “Transferring Stockholders”) desire with respect to sell any or all proposed Transfer by XXXX and its Affiliates of their Shares, shares of Common Stock to any Person other than XXXX and its Affiliates (each a "Third Party") (other than in a Public Offering, which shall be subject to Article III), whether pursuant to a Permitted Holder stock sale, merger, consolidation, a tender or in exchange offer or any other transaction (any such transaction, a Market "XXXX Sale"), XXXX and its Affiliates will have the obligation, and such sale would result in a Change each of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall the Non-XXXX Parties will have the right right, to participate on require the proposed transferee or acquiring Person (a "Proposed Transferee") to purchase from each of the Non-XXXX Parties who exercises its rights under Section 2.4(b) (a "Tagging Securityholder") a number of shares of Common Stock up to the product (rounded to the nearest whole number of shares) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Common Stock owned by such Tagging Securityholder by (B) the aggregate number of outstanding shares of Common Stock and (ii) the total number of shares of Common Stock proposed to be directly or indirectly Transferred to the Proposed Transferee, at the same price per share and upon the same terms and conditions (including, without limitation, time of payment and for form of consideration) as to be paid by and given to XXXX and/or its Affiliates (as applicable). In order to be entitled to exercise its right to sell shares of Common Stock to the Proposed Transferee pursuant to this Section 2.4, each Tagging Securityholder must agree to make to the Proposed Transferee the same per share consideration covenants, indemnities (with respect to all matters other than XXXX'x and/or its Affiliates' Ownership of Common Stock) and agreements as XXXX and/or its Affiliate (as applicable) agrees to make in connection with the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect XXXX Sale and such representations and warranties (and related indemnification) as to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior its Ownership of its Common Stock as are given by XXXX and/or its Affiliate (as applicable) with respect to such saleparty's Ownership of Common Stock; provided, deliver that all such covenants, indemnities and agreements shall be made by each Tagging Securityholder, severally and not jointly, and that the liabilities thereunder (other than with respect to the other Class B Stockholders prompt written notice (the “Transfer Notice”)Ownership, which notice shall state (ibe borne entirely by the Securityholder making the representation) the name of the proposed transferee, (ii) shall be borne on a pro rata basis based on the number of Shares proposed to be transferred (the “shares Transferred Shares”) by each of XXXX, and its Affiliates and the percentage (Tagging Securityholders; provided, however, that in no event shall any Tagging Securityholder's liabilities exceed the “Tag Percentage”) that total net proceeds from such number of Shares constitutes Transfer received by such Tagging Securityholder. Each Tagging Securityholder will be responsible for its proportionate share of the total number of Shares owned reasonable out-of-pocket costs incurred by such Transferring Stockholders, (iii) XXXX and its Affiliates in connection with the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed XXXX Sale to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may extent not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale paid or reimbursed by the Transferring Stockholders, Company or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Proposed Transferee.

Tag-Along Rights. (a) Subject to Section 5.4, if one or more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shallnext paragraph, prior to making any Transfer of Vestar Securities (other than a Transfer described in Section 3.3(b)) any holder of Vestar Securities proposing to make such salea Transfer (for purposes of this Section 3.3, deliver to the other Class B Stockholders prompt a “Selling Vestar Holder”) shall give at least fifteen (15) days’ prior written notice to each holder of Employee Securities (the for purposes of this Section 3.3, each an “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred SharesOther Holder”) and the percentage Company, which notice (for purposes of this Section 3.3, the “Tag PercentageSale Notice”) that such number shall identify the type and amount of Shares constitutes Vestar Securities to be sold (for purposes of this Section 3.3, the total number of Shares owned by such Transferring Stockholders“Offered Securities”), (iii) describe the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of such proposed Transfer, and identify each prospective Transferee. Any of the Other Holders may, within fifteen (15) days of the receipt of the Sale Notice, give written notice (each, a “Tag-Along Notice”) to the Selling Vestar Holder that such Other Holder wishes to participate in such proposed saleTransfer upon the terms and conditions set forth in the Sale Notice, including which Tag-Along Notice shall specify the Employee Securities such Other Holder desires to include in such proposed sale date Transfer; provided, however, that (1) each Other Holder shall be required, as a condition to being permitted to sell Employee Securities pursuant to this Section 3.3(a) in connection with a Transfer of Offered Securities, to elect to sell Employee Securities of the same type and class (for purpose of this Section 3.3, the Common Units shall be treated as a single class, provided that the proceeds to be received by the holders thereof shall take into account any differences in distribution rights with respect to the Class A Units, Class B Units, Class C Units and other Units constituting Common Units pursuant to Section 4.1 of the LLC Agreement) and in the same relative proportions (which date proportions shall be determined on a unit for unit or, as the case may not be, share for share basis and on the basis of aggregate liquidation value with respect to Preferred Units or Preferred Stock) as the Securities which comprise the Offered Securities, (2) no Employee Security that is subject to vesting shall be less than 30 days after delivery entitled to be sold pursuant to this Section 3.3(a) unless such Employee Security has fully vested; and (3) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the Transferee the same representations, warranties, covenants, indemnities and agreements as the Selling Vestar Holder agrees to make in connection with the Transfer of the Transfer NoticeOffered Securities (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, the Selling Vestar Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves). Such notice , and must agree to bear his or its ratable share (which may be joint and several but contribution shall be accompanied based on the proceeds received in respect of Securities that are Transferred by each holder) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those representations, warranties and covenants that pertain specifically to a written offer from given Securityholder, who shall bear all of the proposed transferee liability related thereto), indemnities or other agreements made in connection with the Transfer. Each Securityholder will bear (x) its or his own costs of any sale of Securities pursuant to purchase this Section 3.3(a) and (y) its or his pro-rata share (based upon the Transferred Sharesrelative amount of Securities sold) of the costs of any sale of Securities pursuant to this Section 3.3(a) (excluding all amounts paid to any Securityholder or his or its Affiliates as a transaction fee, which offer may be conditioned upon broker’s fee, finder’s fee, advisory fee, success fee, or other similar fee or charge related to the consummation of such sale) to the sale extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Transferee.

Tag-Along Rights. (a) Subject to Section 5.4, if If one or more Class B Stockholders of ReoStar's shareholders, after ninety (90) days of the date of this Agreement, enters into a contract to sell shares of ReoStar equal to more than Fifty Percent (50%) of the then issued and outstanding shares of ReoStar, ReoStar shall promptly give notice thereof (the “Transferring Stockholders”"Significant Disposition Notice") desire to sell any or ZaZa. The Significant Disposition Notice shall set forth all relevant information with respect to the proposed sale, including the name and address of their Sharesthe prospective acquirer, other than to a Permitted Holder or in a Market Salethe purchase price for the shares, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same payment terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereoftherefor, and (iv) the any other material terms and conditions of the proposed sale. Pursuant to the Significant Disposition Notice, including ReoStar shall cause its selling shareholders to offer ZaZa the option of selling a portion of its shareholding in ReoStar either to the shareholders wishing to dispose of their shares or to the proposed sale date (acquirer of such shareholders' shares. ReoStar and its selling shareholders shall determine which date may not of these options to pursue and ZaZa shall be less than 30 days after delivery given the right to sell the proportion of its shares equal to the proportion of the Transfer issued and outstanding shares of ReoStar that are proposed to be sold in this transaction at the same price and on the same terms as set forth in the Significant Disposition Notice). Such notice ZaZa shall be accompanied by a written offer have thirty (30) days from receipt of its Significant Disposition Notice to determine whether or not to participate in the proposed transferee sale. ReoStar will establish reasonable procedures, in addition to purchase those specified herein, in order to implement the Transferred Shares, which offer may be conditioned upon the consummation provisions of the sale by the Transferring Stockholders, or the most recent drafts of the purchase this Section 8.5 and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent will use its reasonable efforts to cause its shareholders to comply with this Section 5.5Section. 8.6.

Tag-Along Rights. If a Transferring Member elects to sell all or a portion of its Units to a third party (a “Third Party Purchaser”) and Transfer Consent has been obtained as required, the Transferring Member shall provide written notice of the proposed sale (“Third Party Sale Notice”) to the other Members (each a “Tagging Member”) and the Company setting forth the proposed sale price, the name of the Third Party Purchaser and any other material terms of the proposed sale. Each Tagging Member shall have the right, upon written notice to the Transferring Member (“Tag-Along Notice”) delivered to it within fifteen (15) days of receipt of the Third Party Sale Notice, to sell to the Third Party Purchaser, on the terms contained in the Third Party Sale Notice, up to such number of Tagging Units (as defined) equal to the product of (i) the total number of Units that the Third Party Purchaser proposes to buy as stated in the Third Party Sale Notice and (ii) a fraction (x) the numerator of which is equal to the number of Units then held by the Tagging Member and (y) the denominator of which is equal to the sum of the number of Units then held by the Transferring Member and all participating Tagging Members (such number, the “Tagging Units”). If any Tagging Member exercises its right hereunder through the delivery of a timely Tag-Along Notice, the Tagging Member shall join in the Transferring Member’s contract with the Third Party Purchaser on the same terms as set forth in the Tag-Along Notice, shall receive consideration in the same amount per Unit (calculated on a deemed as-converted basis) as the Transferring Member and such consideration will be allocated among such Members and distributed in accordance with Section 12.03; provided, that (a) Subject such Tagging Member shall only be obligated to Section 5.4make individual representations and warranties with respect to its right, title and interest in and to its Units, power and authority to sell its Units, absence of encumbrances upon its Units, and other matters relating to such Tagging Member (and the liability of such Tagging Member for indemnification, if one any, with respect to any such representations and warranties shall be several and not joint and shall be pro rata in proportion to and shall not exceed the amount of consideration payable to such Tagging Member), but not with respect to any of the foregoing in respect of any other Members or more Class B Stockholders any other Members’ Units; (the “Transferring Stockholders”b) desire no Tagging Member shall be obligated to sell execute or otherwise agree to, or be bound by, any restrictive covenant or all of their Shares, exclusivity obligation other than reasonable and customary covenants with respect to a Permitted Holder or in a Market Saleconfidentiality. To the extent that the Third Party Purchaser refuses to purchase Units from an exercising Tagging Member, the Transferring Member shall not Transfer any Subject Units to such Third Party Purchaser unless and until, simultaneously with such sale would result in a Change Transfer, the Transferring Member shall purchase the applicable number of Control (Units from the exercising Tagging Member for the same consideration and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in Member receives from the Third Party Purchaser. If no Non-Transferring Member timely delivers a Tag-Along Notice, or if all Non-Transferring Members waive their rights hereunder, the Transferring Member shall have the right to consummate the sale in of the manner Subject Units to the Third Party Purchaser on the terms set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name Third Party Sale Notice within 45 days of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes date of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any nonTag-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Along Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.

Tag-Along Rights. (a) Subject to Section 5.4, if In the event any one or more Class B Stockholders Shareholder, whether acting individually or as a group (a “Transferring Shareholder(s)”) proposes to sell, assign or otherwise transfer (collectively, “Transfer”) to any Person (other than another Shareholder or an Affiliate of a Transferring Shareholder) in any one or a series of transactions, a number of shares of Stock owned of record or beneficially by such Transferring Shareholder(s) or its or their Affiliate(s) that shall represent, in the aggregate, 10% or more of the then outstanding shares of Stock of the Company, such Transferring Shareholder shall deliver a written notice (the “Transferring StockholdersSale Notice”) desire to sell any or all the Company and to each other Shareholder, specifying in reasonable detail the identity of their Shares, other than to a Permitted Holder or in a Market Sale, the proposed transferee(s) and such sale would result in a Change the terms and conditions of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right proposed Transfer. Any Shareholder may elect to participate in the contemplated Transfer, on the same terms and conditions and for the same per share consideration as the Transferring Stockholders Shareholder or its or their Affiliates, by delivering written notice to the Transferring Shareholder or its or their Affiliates within twenty (20) days after receipt by such Shareholder of the Sale Notice. If any Shareholder elects to participate in such Transfer, such Shareholder will be entitled to sell in the sale contemplated Transfer, at the price per share of Stock offered by the proposed transferee in the manner set forth in this Section 5.5. If Class B Stockholders do not elect Transfer, for each share of Stock held by such Shareholder on a fully-diluted basis (after giving effect to the conversion into Common Stock of all securities convertible into such Common Stock or exercise of outstanding warrants, options or other rights to purchase such Shares pursuant to Section 5.4Common Stock), and otherwise on the same terms and conditions as the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”Shareholder(s) or its or their Affiliate(s), which notice shall state a number of shares of Stock determined by multiplying (i) the name number of shares of Stock to be sold in the proposed transfereecontemplated transfer, by (ii) the quotient determined by dividing (A) the number of Shares proposed to be transferred shares of Stock held by such Shareholder, by (B) the “Transferred Shares”sum of (1) and the percentage (the “Tag Percentage”) that such aggregate number of Shares constitutes shares of Stock held by the total Shareholders electing to participate in such Transfer and (2) the aggregate number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description shares of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale Stock held by the Transferring Stockholders, Shareholder(s) and/or its or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5their Affiliate(s).

Tag-Along Rights. (a) Subject If, at any time after the restrictions of Section 2.01 expire, a Shareholder proposes to Section 5.4, if one or more Class B Stockholders sell Common Stock for value (the “Transferring Stockholders”"Transferor") desire to any Person (other than a transferee in a Transfer permitted by Section 2.02) in one transaction or a series of related transactions, then such Transferor shall offer (the "Participation Offer") to include in the proposed sale a number of shares of Common Stock designated by any of the other Shareholders not to exceed, in respect of any such Shareholder, the number of shares equal to the product of (i) the aggregate number of shares to be sold to the proposed transferee and (ii) the Shareholder's respective KCI Percentage; provided that if the consideration to be received includes any securities, only Shareholders that are Accredited Investors (as defined below) shall be entitled to include their shares in such sale (but, in such case, each Shareholder shall be entitled to include in such sale a number of its shares, without duplication, equal to the number of shares held by its Affiliates that are excluded from sale by the operation of this proviso). The Transferor shall give written notice to each Shareholder of the Participation Offer (the "Transferor's Notice") at least twenty (20) days prior to the proposed sale. The Transferor's Notice shall specify the proposed transferee, the number of shares to be sold to such transferee, the amount and type of consideration to be received therefor, and the place and date on which the sale is to be consummated. Each Shareholder that wishes to include shares of Common Stock in the proposed sale in accordance with the terms of this Section 2.03 shall so notify the Transferor not more than ten (10) days after III-2 3 the date of the Transferor's Notice. The Participation Offer shall be conditioned upon the Transferor's sale of shares pursuant to the transactions contemplated in the Transferor's Notice with the transferee named therein. If any Shareholder accepts the Participation Offer, the Transferor shall reduce to the extent necessary the number of shares it otherwise would have sold in the proposed sale so as to permit other Shareholders that have accepted the Participation Offer to sell any or all the number of their Shares, other than shares that they are entitled to a Permitted Holder or in a Market Salesell under this Section 2.03, and the Transferor and such other Shareholder or Shareholders shall sell the number of shares specified in the Participation Offer to the proposed transferee in accordance with the terms of such sale would result set forth in the Transferor's Notice. For purposes of this Section 2.03, "Accredited Investor" shall have the meaning set forth for such term in Regulation D. Notwithstanding the foregoing, a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder Shareholder shall have the right to participate include shares of Common Stock in the Transferor's sale under this Section 2.03 only if such Shareholder holds, on the same terms and conditions and for date he receives the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4Transferor's Notice, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice at least ten percent (the “Transfer Notice”), which notice shall state (i10%) the name of the proposed transferee, (ii) the number issued and outstanding shares of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice)Common Stock. Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.2.04

Tag-Along Rights. (a) Subject to Section 5.46(d), if one or more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all of their SharesStockholder, other than to a Permitted Holder whether alone or in a Market Saleconcert with any other Stockholder, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right desiring to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares Transfer Stock pursuant to Section 5.44(a)(ii), shall give not less than fifteen (15) days' prior written notice of such intended Transfer to each Other Stockholder (the Transferring Stockholders shall, prior to such sale, deliver "Tag-Along Notice") (with a copy to the other Class B Stockholders prompt written notice (the “Transfer Notice”Company), which notice shall state (i) the name of identify the proposed transferee, (ii) the number of Shares proposed to be transferred transferee (the “Transferred Shares”) "Tag-Along Offeror"), the amount and type of Stock being Transferred, the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereoftherefor, and (iv) a summary of the other material terms and conditions of the proposed saleTransfer, including and shall contain an offer (the proposed sale date "Tag-Along Offer") by the Tag-Along Offeror to each Other Stockholder, which shall be irrevocable for a period of fifteen (which date may not be less than 30 15) days after the delivery of thereof (the Transfer Notice). Such notice "Tag-Along Period") (and, to the extent the Tag-Along Offer is accepted during such period, shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon remain irrevocable until the consummation of the sale Transfer contemplated by the Transferring StockholdersTag-Along Offer) to purchase the Stock (as calculated below) of such Other Stockholder at the same price per share (and, in the case of Common Stock Equivalents, such price per share multiplied by the number of shares of Common Stock issuable upon the conversion, exchange or exercise of such Common Stock Equivalent subject to reduction, if appropriate, for the most recent drafts amount per share of the exercise or purchase price (if any) of such Common Stock Equivalent) to be paid to, and sale documentation between upon the Transferring Stockholders same terms and conditions as, the selling Stockholder. Notice of any Other Stockholder's intention to accept a Tag-Along Offer, in whole or in part, shall be evidenced by a writing signed by such Other Stockholder and delivered to the Tag-Along Offeror (with a copy to the Company) prior to the end of the Tag-Along Period, setting forth the number of shares and class of Stock that such Other Stockholder elects to Transfer; provided, however, that such Other Stockholder may only Transfer up to that number of shares of Stock as shall equal the product of (x) a fraction, the numerator of which is the number of shares of Stock owned by such Other Stockholder as of the date of the Tag-Along Offer and the transferee denominator of which shall make provision for is the participation aggregate number of shares of Stock issued and outstanding and held by Stockholders as of the other Class B Stockholders date of the Tag-Along Offer and (y) the aggregate number of shares of Stock proposed to be Transferred by the selling Stockholder. The Tag-Along Offer may be accepted in whole or in part at the option of each of the Other Stockholders. Promptly upon receipt of such sale consistent writing from any Other Stockholder, the Company shall provide a copy of such writing to each Other Stockholder. The number of shares of Stock proposed to be Transferred by the selling Stockholder shall be reduced if and to the extent necessary to comply with this Section 5.56(a).

Tag-Along Rights. (ai) Subject to Section 5.4During any period between the expiration of the Restricted Period and completion of a Qualified Public Offering, if one any Transferring Holder (together with its Affiliates) proposes to Transfer to another Person or more Class B Stockholders Persons (including, for the avoidance of doubt, any ROFO Offeree) (collectively, the “Tag-Along Offerors”), in a transaction or series of related transactions (the “Transferring StockholdersTag-Along Transaction”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Common Shares representing at least 15% of the Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such A Shares pursuant to Section 5.4then outstanding, the Transferring Stockholders shallthen, at least 15 Business Days prior to the closing of such saleproposed Transfer, such Transferring Holder shall deliver to the other Class B Stockholders prompt a written notice (the “Transfer Tag-Along Notice”), which notice ) to each Principal Stockholder and its applicable Partial Rights Transferees. Such Tag-Along Notice shall state (iA) set forth (1) the name of the proposed transferee, (ii) the total number of Common Shares proposed to be transferred Transferred (the “Transferred Tag-Along Shares”), (2) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Common Shares beneficially owned by the Transferring Holder and each Affiliate of such Transferring StockholdersHolder proposing to Transfer Common Shares in such Tag-Along Transaction (each a “Transferring Affiliate”), (iii3) the name and address of the Tag-Along Offerors, (4) the proposed purchase price thereforeamount and type of consideration (including, including a description if the consideration consists in whole or in part of any non-cash consideration sufficiently detailed consideration, such information available to permit the determination Transferring Holder as may be reasonably necessary for the Company to properly analyze the economic value and investment risk of the Fair Market Value thereof, such non-cash consideration) and (iv5) the other material terms and conditions of payment that the proposed sale, including Transferring Holder and its Transferring Affiliates intend to accept; and (B) indicate that the proposed sale date (which date may not be less than 30 days after delivery Tag-Along Offerors have been informed of the Transfer Notice). Such notice shall be accompanied by a written offer Tag-Along Rights provided for in this Section 4(e) and have agreed to purchase Common Shares from the proposed transferee to purchase Principal Stockholders (and their Affiliates) and their applicable Partial Rights Transferees (and their respective Affiliates) in accordance with the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5terms hereof.

Tag-Along Rights. (a) Subject If any member (in this Section 2, the “Selling Stockholder”) of the Xxxxxxx Group or any member of the Xxxxx Group proposes to sell, other than pursuant to an open-market transaction or a de minimis transaction (each involving less than 2% of Norstar’s outstanding stock per calendar quarter), any of its Stockholder Shares, it may only make such sale after complying with the provisions of this Section 5.422. First, if one or more Class B Stockholders the Selling Stockholder shall give to each member of the other group (the “Transferring StockholdersOfferee”) desire a notice (an “Offer Notice”) allowing each member of the other group to sell any or all of their Sharesparticipate, other than with respect to a Permitted Holder or number of Stockholder Shares equal to the Tag-Along Amount (as defined in a Market SaleSection 2(b) below), and in such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a))by the Selling Stockholder, each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration consideration. The Offer Notice shall specify the following information: (i) the number of shares that the Selling Stockholder proposes to sell or transfer (the “Tag Along Shares”) and the Tag-Along Amount (as defined in section 2(b) below); and (ii) the Transferring Stockholders price that the Selling Stockholder will receive in respect of the Tag Along Shares, which shall be stated in cash, and the requested terms of payment thereof; (iii) the proposed date for sale of the Tag Along Shares; and (iv) the identity of the proposed third party purchaser. The Offerees shall have the right for a period of 10 Days after the Offer Notice is given (the “Acceptance Period”), to accept such offer in the manner set forth whole or in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4part, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt exercisable by delivering a written notice (the “Transfer Acceptance Notice”) to the Selling Stockholder within the Acceptance Period, stating therein the number of shares of Common Stock to be sold by the Offerees to the proposed transferee, provided however that the number of Common Shares that the Offerees shall be entitled to sell shall not be greater than the Tag Along Amount (as defined in section 2(b) below), which notice shall state . Prior to the earlier of (i) the name end of the proposed transferee, Acceptance Period or (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes acceptance or rejection of the total number Selling Stockholder’s offer, as the case may be, by the Offerees, the Selling Stockholder shall not complete any sale of Shares owned by such Transferring Stockholdersshares of Common Stock. Notwithstanding the aforesaid provisions, (iii) in the proposed purchase price therefore, including event that the Selling Stockholder is a description of any non-cash consideration sufficiently detailed to permit the determination member of the Fair Market Value thereofXxxxx Group, and (iv) the other material terms and conditions any member of the proposed saleXxxxxxx Group decides to exercise the Tag Along Rights granted hereunder, including and such member is still subject to the proposed sale date Hapoalim Tag Along Agreement (which date may not be less than 30 days after delivery as defined below in Section 2(b), then the periods of the Transfer Notice). Such notice time set forth above shall be accompanied by a written offer from deemed amended to accommodate the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Hapoalim Tag Along Agreement.

Tag-Along Rights. If at any time any of the Principals shall determine to sell, transfer or otherwise dispose of any of the Common Stock then held by such Principal to any other Person or Persons other than another Principal (a) Subject to Section 5.4collectively, if one more than one, a "Prospective Purchaser") and such Common Stock to be sold by such Principal to the Prospective Purchaser together with all other shares of Common Stock sold by such Principal and all other Principals since the Guaranty Date (as adjusted for all stock splits, stock dividends and other recapitalizations and reclassifications or distributions since the Guaranty Date) represents five percent (5%) or more Class B Stockholders of the shares of Common Stock owned by the Principals on the Guaranty Date such Prospective Purchaser shall first give written notice (the “Transferring Stockholders”"Offer Notice") desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a))each TCW/Crescent Investor, each Class B Stockholder Audax Investor and each other Holder that, together with its Affiliates, holds Warrants or Warrant Shares representing twenty percent (20%) or more of aggregate number of the Warrants and Warrant Shares outstanding, specifying the name and address of the Prospective Purchaser and the number of shares, if any, of Common Stock proposed to be sold, transferred or otherwise disposed of and setting forth in reasonable detail the price, structure and other terms and conditions of the proposed transaction. The Offer Notice shall have constitute the right offer (the "Offer") from the Prospective Purchaser to participate each Holder to purchase from such Holder, as a condition to the consummation of the proposed transaction described in the Offer Notice, all Warrants and Warrant Shares then owned by such Holder and on the same terms and conditions (including price and for form of consideration) as are being offered by the same per share consideration as Prospective Purchaser to the Transferring Stockholders Principal in the sale in proposed transaction. Each Holder shall have fifteen (15) days from the manner set forth in this Section 5.5date of receipt of the Offer Notice to give written notice of its intention to accept or reject the Offer. If Class B Stockholders do not elect Failure to purchase respond within such Shares pursuant to Section 5.4, fifteen-day period shall be deemed notice of rejection. In the Transferring Stockholders shall, prior to such sale, deliver event that any Holder gives written notice to the other Class B Stockholders prompt Prospective Purchaser and the Principal of its intention to accept the Offer, then such written notice, taken in conjunction with the Offer Notice, shall constitute a valid and legally binding agreement, and each of the Holders so giving such written notice (shall be entitled to sell to the “Transfer Notice”)Prospective Purchaser, which notice shall state (i) contemporaneously with the name consummation of the proposed transfereetransaction, on the same terms and conditions as are being offered by the Prospective Purchaser to the Principal in such transaction (iiit being understood and agreed that such terms and conditions do not include the making of any representations and warranties, indemnities or other similar agreement or the making of any material covenants other than the representations, warranties and indemnities as to such Holders' ownership of such Warrants or Warrant Shares (or both) free and clear of all liens, claims and encumbrances, such Holders' due authority and power to sell such Warrants or Warrant Shares (or both) and such matters pertaining to compliance with the number of Shares proposed securities laws as the Prospective Purchase may reasonably require; provided, however such Holders will be subject to any escrow obligations to which the Principal is subject with respect to the consideration received in the transaction on a pro rata basis not to exceed the aggregate consideration to be transferred received by such Holders in the transaction). In the event the Principal fails to complete the proposed sale, transfer or other disposition within ninety (90) days after receipt by the “Transferred Shares”Holders of an Offer Notice, such transaction or transactions shall again be subject to the provisions of this Section 15(a). In the event that a Holder exercises its co-sale rights pursuant to this Section 15(a) and the percentage Prospective Purchaser is not willing to purchase the Warrants or Warrant Shares (or both) from such Holder on the “Tag Percentage”same terms and conditions as specified in the Offer Notice, then the Principal shall not be permitted to transfer or otherwise dispose of any of its Common Stock to the Prospective Purchaser unless the Prospective Purchaser agrees to purchase Warrants or Warrant Shares (or both) that of such number Holder representing such Holder's Pro Rata Share of Shares constitutes one-half of the total number of Shares owned shares of Common Stock to be purchased by such Transferring StockholdersProspective Purchaser, (iii) on the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material same terms and conditions as the Common Stock of the proposed salePrincipal is purchased in such transaction (it being understood and agreed that such terms and conditions do not include the making of any representations and warranties, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, indemnities or other similar agreement or the most recent drafts making of any material covenants other than the purchase representations, warranties and sale documentation between indemnities as to such Holders' ownership of such Warrants or Warrant Shares (or both) free and clear of all liens, claims and encumbrances, such Holders' due authority and power to sell such Warrants or Warrant Shares (or both) and such matters pertaining to compliance with the Transferring Stockholders and securities laws as the transferee Prospective Purchaser may reasonably require; provided, however such Holders will be subject to any escrow obligations to which shall make provision for the participation of Principal is subject with respect to the other Class B Stockholders consideration received in such sale consistent with this Section 5.5.the transaction on a pro rata basis not to exceed the aggregate

Tag-Along Rights. (a) Subject to Section 5.4the provisions of paragraph (d) below, if one a WCAS Purchaser or more Class B Stockholders group of WCAS Purchasers (for purposes of this Section 3, a "Selling Stockholder") wishes to directly or indirectly sell, transfer or otherwise dispose of all or any portion of the “Transferring Stockholders”Common Stock held by him, her or it at any time, then such Selling Stockholder shall promptly deliver a notice (an "Offering Notice") desire to sell any or all the Company in writing of their the proposed transfer, specifying the number of such shares of Common Stock to be transferred by such Selling Stockholder (such specified shares, the "Offered Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)"), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transfereepurchaser or purchasers, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price thereforeper share, including a description the proposed date of transfer, the payment terms and all other material terms and conditions thereof. In the event that the terms and/or conditions set forth in the Offering Notice are thereafter amended in any non-cash consideration sufficiently detailed to permit respect, the determination Selling Stockholder shall also give written notice (an "Amended Notice") of the Fair Market Value thereof, and (iv) the other material amended terms and conditions of the proposed saletransaction to the Company. Upon its receipt of any Offering Notice or Amended Notice, including the Company shall promptly, but in all events within three (3) business days of its receipt thereof, forward copies thereof to each of the Blackstone Purchasers, Signal Purchasers, Management Purchasers and Guayacan Purchasers (collectively, the "Other Stockholders"). The Selling Stockholder shall provide such additional information with respect to the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer transfer as may be conditioned upon the consummation of the sale reasonably requested by the Transferring Stockholders, Company or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Other Stockholders.

Tag-Along Rights. (a) Subject If Investor enters into an agreement to Section 5.4transfer, if one sell or more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or otherwise dispose of all of their Shares, other than to the Purchased Shares (a Permitted Holder or in a Market "Tag-Along Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)"), then each Class B Stockholder Holder shall have the right right, but not the obligation, to participate in such Tag-Along Sale by selling up to the number of shares of Common Stock (the "Maximum Tag-Along Shares of Common Stock") equal to the product of (i) the total number of Purchased Shares proposed to be sold or otherwise disposed of by Investor (but with the Preferred Stock and Warrant deemed to have been converted and exercised in full), multiplied by (ii) a fraction, the numerator of which shall equal the aggregate number of Holder Shares owned by the Holders immediately prior to the Tag-Along Sale and the denominator of which shall equal the sum of (A) the aggregate number of shares of Common Stock owned by the Holders who have elected to participate in such Tag-Along Sale, plus (B) the aggregate number of Purchased Shares owned by Investor (but with the Preferred Stock and Warrant deemed to have been converted and exercised in full) immediately prior to the Tag-Along Sale. Any such sale by any Holder shall be on the same terms and conditions and as the proposed Tag-Along Sale by Investor; provided, however, that (1) in the event that the purchaser or transferee is purchasing warrants, the sales price of the warrants shall be adjusted for the same per subscription price payable upon exercise of such warrants, and (2) all Holders shall share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4pro rata, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) based upon the number of Shares proposed to be transferred shares of Common Stock being sold by each (the “Transferred Shares”x) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholdersin all transaction expenses, (iiiy) in any indemnity liabilities to the proposed purchase price therefore, including a description transferee or purchaser in the Tag-Along Sale (other than representations as to unencumbered ownership of and ability to transfer the shares of Common Stock being sold of any nonother seller in the Tag-cash consideration sufficiently detailed to permit Along Sale, which shall be the determination sole responsibility of the Fair Market Value thereofsuch other seller), and (ivz) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision in any escrow for the participation purpose of the other Class B Stockholders in satisfying any such sale consistent with this Section 5.5indemnity liabilities.

Tag-Along Rights. (a) Subject If Holdings or any Company Stockholder (any such Person for purposes of this Section 2.04(a), the "Transferor") wishes to Section 5.4, if one transfer its shares of Company Common Stock or more Class B Stockholders any portion thereof to any Person (the “Transferring Stockholders”) desire "Transferee"), the Transferor shall first give to sell any or all of their Shares, other than the Company and each Warrant Securityholder (pursuant to a Permitted Holder or in list provided by the Company) a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “a "Transfer Notice”"), which notice shall state executed by it and the Transferee and containing (i) the name number of shares of Company Common Stock that the proposed transfereeTransferee proposes to acquire from the Transferor, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) name and the percentage (the “Tag Percentage”) that such number of Shares constitutes address of the total number of Shares owned by such Transferring StockholdersTransferee, (iii) the proposed purchase price thereforeprice, including a description terms of payment and other material terms and conditions of such proposed transfer, (iv) an estimate, in the Transferor's reasonable judgment, of the fair market value of any non-cash consideration sufficiently detailed offered by the Transferee and (v) an offer by the Transferee or Transferor to permit purchase, upon the determination purchase by the Transferee of any shares of Company Common Stock owned by the Transferor and for the same per share consideration, that number of Conversion Shares (or if such number is not an integral number, the next integral number which is greater than such number) of each Warrant Securityholder which shall be the product of (x) the aggregate number of Conversion Shares either then owned, or issuable upon exercise of Warrants then owned, by such Warrant Securityholder and (y) a fraction, the numerator of which shall be the number of shares of Company Common Stock indicated in the Transfer Notice as subject to purchase by the Transferee from the Transferor and the denominator of which shall be the sum of (A) the total number of shares of Company Common Stock then owned by the Transferor plus (B) the total number of Conversion Shares either then owned, or issuable upon exercise of Warrants then owned, by each Warrant Securityholder. Each Warrant Securityholder shall have the right, for a period of 20 days after the Transfer Notice is given, to accept such offer in whole or in part, exercisable by delivering a written notice to the Transferor and the Company within such 20-day period, stating therein the number of shares of Company Common Stock (which may be the number of shares set forth in the offer by the Transferor or Transferee, as the case may be, or a portion thereof) to be sold by such Warrant Securityholder to the Transferor or Transferee, as the case may be. Prior to the earlier of (x) the end of such 20-day period or (y) the acceptance or rejection by each Warrant Securityholder of the Fair Market Value thereofTransferee's or Transferor's offer, as the case may be, the Transferor will not complete any sale of shares of Company Common Stock to the Transferee. Thereafter, for a period of 60 days after the prohibition under the preceding sentence shall have terminated, the Transferor may sell to the Transferee for the consideration stated and (ivon the terms set forth in the Transfer Notice up to the number of shares of Company Common Stock stated in the Transfer Notice as subject to purchase by the Transferee, provided that the Transferor or Transferee, as the case may be, shall simultaneously purchase the number of shares of Company Common Stock as calculated above from those Warrant Securityholders who have accepted the Transferor's or Transferee's offer, as the case may be. The provisions of this Section 2.04(a) shall not apply to transfers between the other material terms Transferor and conditions any of its Affiliates or between Affiliates of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Transferor.

Tag-Along Rights. (a) Subject Without prejudice to the generality of Section 5.43.5, if one or more Class B Stockholders (during the “Transferring Stockholders”Restricted Period any Other Shareholder receives an offer from any Proposed Transferee(s) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase all or any part of the Ordinary Shares owned by such Shares pursuant to Section 5.4Other Shareholders, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt Other Shareholders shall within 5 Business Days after receipt of such offer provide a written notice (the “Transfer Tag-Along Notice”), which notice shall state ) to the Buyers and the Recent Investors containing (i) the name and address of the proposed transfereesuch Proposed Transferee(s), (ii) the number of Ordinary Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring StockholdersTransferred, (iii) the proposed purchase price therefore, including a description amount and form of any non-cash consideration sufficiently detailed to permit be paid for the determination of Ordinary Shares and the Fair Market Value thereof, and (iv) the other material terms and conditions of payment offered by each Proposed Transferee; (iv) confirmation that the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery Proposed Transferee(s) has been informed of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee Buyers’ and Recent Investors’ rights provided for in this Section 3.6 and has agreed to purchase the Transferred Ordinary Shares held by the Buyers and the Recent Investors in accordance with the terms hereof and (v) the total number of the Ordinary Shares held by the Buyers and the Recent Investors (the “Tag-Along Shares”) that the Buyers and the Recent Investors shall be entitled to sell in connection with such proposed Transfer, which offer may be conditioned upon shall be, for each Buyer or Recent Investor, a number of Ordinary Shares equal to the consummation product of (x) the total number of the sale Ordinary Shares held by such Buyer or Recent Investor on the date such Buyer or Recent Investor received the Tag-Along Notice multiplied by (y) a fraction, the numerator of which shall be the number of the Ordinary Shares proposed to be sold by the Transferring Stockholders, or Other Shareholder and the most recent drafts denominator of which shall be the total number of the purchase and sale documentation between Ordinary Shares held by the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Other Shareholder.

Tag-Along Rights. (a) Subject In the event that a Selling Investor Member proposes to Transfer Interests, other than any Transfer to an Affiliate of such Selling Investor Member and any Transfer pursuant to Section 5.412.9(a), if one or and such Interests would represent, together with all Interests previously Transferred by such Selling Investor Member to non Affiliates of such Selling Investor Member, more Class B Stockholders than 10% of such Selling Investor Member’s Common Units held immediately following the Closing, then at least thirty (30) days prior to effecting such Transfer, such Selling Investor Member shall give the Company and each other Member written notice of such proposed Transfer. Each other Member shall then have the right (the “Transferring StockholdersTag-Along Right”) desire ), exercisable by written notice to sell any or all of their Sharesthe Selling Investor Member, other than to a Permitted Holder or participate in a Market Sale, and such sale would result in by selling a Change Pro Rata Share of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate such other Member’s Common Units on substantially the same terms and conditions and for subject to the same per share consideration conditions as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5Selling Investor Member. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4Such terms and conditions shall include, the Transferring Stockholders shallwithout limitation, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of sale consideration (which shall be reduced by the fees and expenses incurred by the Company and the Selling Investor Members, to the extent applicable in connection with the proposed transferee, sale) and (ii) the number provision of Shares proposed information, representations, warranties, covenants and requisite indemnifications; provided, however, that (x) any representations and warranties relating specifically to any Member shall only be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) made by that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, Member; and (ivy) any indemnification provided by the Members (other material terms and conditions of than with respect to the representations referenced in the foregoing subsection (x)) shall be based on the relative Interests being sold by each Member in the proposed sale, including either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro-rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of an Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; provided, further, however, that, (i) the Management Members, the Outside Members and the Investor Members (other than the Selling Investor Member and the Parthenon Members) shall receive the same amount and form (or a more liquid form) of consideration as the Selling Investor Member in connection with the proposed sale date and (which date may ii) the Parthenon Members shall receive the same amount and form of consideration as the Selling Investor Member in connection with the proposed sale unless they otherwise agree. Notwithstanding Table of Contents anything to the contrary, in determining the consideration received by the Selling Investor Member for purposes of this Section 12.9(b), any management, advisory, exit or transaction fees payable to or received by the Company or any Member or any of their Affiliates in connection with such sale shall not be less than 30 days after delivery of included in determining the Transfer Noticesale proceeds and will not be deemed consideration received by the Selling Investor Member (it being understood that any customary exit fees payable in connection with such sale will be shared by the Investor Members in the same proportion as the ongoing annual fees described in the Advisory Agreements, in effect at such time). Such notice shall be accompanied by In the event that a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring StockholdersSelling Investor Member does not constitute an Exit Event then, or unless otherwise determined by the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders Override Unit Committee in its sole discretion, Management Members may only participate in such sale consistent with this Section 5.5respect to their Common Units.

Tag-Along Rights. (a) Subject Prior to Section 5.4an Initial Public Offering, if one or more Class B Stockholders (the “Transferring Stockholders”) desire with respect to sell any or all proposed Transfer by XXXX and its Affiliates of their Shares, shares of Common Stock to any Person other than XXXX and its Affiliates (each a "Third Party") (other than in a Public Offering, which shall be subject to Article III), whether pursuant to a Permitted Holder stock sale, merger, consolidation, a tender or in exchange offer or any other transaction (any such transaction, a Market "XXXX Sale"), XXXX and its Affiliates will have the obligation, and such sale would result in a Change each of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall the Non-XXXX Parties will have the right right, to participate on require the proposed transferee or acquiring Person (a "Proposed Transferee") to purchase from each of the Non-XXXX Parties who exercises its rights under Section 2.4(b) (a "Tagging Securityholder") a number of shares of Common Stock up to the product (rounded to the nearest whole number of shares) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of such class owned by such Tagging Securityholder by (B) the aggregate number of outstanding shares of such class and (ii) the total number of shares of such class proposed to be directly or indirectly Transferred to the Proposed Transferee at the same price per share and upon the same terms and conditions (including, without limitation, time of payment and for form of consideration) as to be paid by and given to XXXX and/or its Affiliates (as applicable). In order to be entitled to exercise its right to sell shares of Common Stock to the Proposed Transferee pursuant to this Section 2.4, each Tagging Securityholder must agree to make to the Proposed Transferee the same per share consideration covenants, indemnities (with respect to all matters other than XXXX'x and/or its Affiliates' Ownership of Common Stock) and agreements as XXXX and/or its Affiliate (as applicable) agrees to make in connection with the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect XXXX Sale and such representations and warranties (and related indemnification) as to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior its Ownership of its Common Stock as are given by XXXX and/or its Affiliate (as applicable) with respect to such saleparty's Ownership of Common Stock; provided, deliver that all such covenants, indemnities and agreements shall be made by each Tagging Securityholder, severally and not jointly, and that the liabilities thereunder (other than with respect to the other Class B Stockholders prompt written notice (the “Transfer Notice”)Ownership, which notice shall state (ibe several obligations) the name of the proposed transferee, (ii) shall be borne on a pro rata basis based on the number of Shares proposed to be transferred (the “shares Transferred Shares”) by each of XXXX, and its Affiliates and the percentage (the “Tag Percentage”) that such number of Shares constitutes Tagging Securityholders. Each Tagging Securityholder will be responsible for its proportionate share of the total number of Shares owned reasonable out-of-pocket costs incurred by such Transferring Stockholders, (iii) XXXX and its Affiliates in connection with the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed XXXX Sale to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may extent not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale paid or reimbursed by the Transferring Stockholders, Company or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Proposed Transferee.

Tag-Along Rights. (a) Subject Except in the case of a Permitted Transfer, not less than 20 days prior to Section 5.4, if one or more any proposed Transfer of Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than A Membership Units by a Member in an arms-length transaction pursuant to a Permitted Holder or in bona fide offer from a Market Sale, and such sale would result in a Change third party (which third party is not an Affiliate of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4Member), the Transferring Stockholders shall, prior to such sale, Member shall deliver to the other holders of Class B Stockholders prompt A Membership Units a written notice (the “Transfer Sale Notice”), which notice shall state (i) specifying in reasonable detail the name identity of the proposed transfereeTransferee(s), (ii) the number of Shares Class A Membership Units proposed to be transferred (the “Transferred Shares”) sold, and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including Transfer. Each such Member holding Class A Membership Units may elect to participate in the proposed sale date (which date may not be less than 30 days after Transfer by delivering to the Transferring Member a written notice of such election within the 20-day period following delivery of the Transfer Sale Notice). Such notice If any such Members elect to participate in such Transfer, the Transferring Member and each such participating Member shall be accompanied entitled to sell in such proposed Transfer, at the same price and on the same terms, a number of Units included in such Transfer equal to the product of (a) the quotient determined by a written offer from dividing the number of Class A Membership Units proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale sold then held by the Transferring StockholdersMember or such participating Member (as determined on a Fully Diluted Basis), as the case may be, by the number of Class A Membership Units proposed to be sold then held by the Transferring Member and all participating Members (as determined on a Fully Diluted Basis), multiplied by (b) the number of Class A Membership Units to be sold in such proposed Transfer (as determined on a Fully Diluted Basis). Provided that such Transfer is consummated, each participating Member shall (x) join, on a pro rata basis (based on the value of the proceeds to be received from the sale of the Units by such Member) in any representations, warranties, covenants and indemnities or other obligations required to be provided in connection with such Transfer (other than any such obligations that relate specifically to a holder of such Units, such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of Class A Membership Units); and (y) pay the Member’s pro rata share (based on the value of the proceeds to be received from the sale of the Class A Membership Units by such holder) of any costs of the transaction that are not otherwise paid by the Company or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5acquiring Person.

Tag-Along Rights. (a) Subject to Section 5.4On the date of this Agreement, if one or more Class B Stockholders Xxxxxx X. Xxxxxxx owns 3,870,169 shares of Common Stock of the Company. If Xx. Xxxxxxx (the “Transferring Stockholders”"Selling Investor") desire shall receive and determine to sell accept any bona fide written offer (a "Notice of Offer") from a buyer (which shall include any person and its affiliates) to purchase or all otherwise transfer for value, in one transaction or a series of their Sharesrelated transactions, other a number of shares equal to or greater than to a Permitted Holder or in a Market Sale5% of the Common Stock owned by him as of the date of this Agreement, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder eLot shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale such transaction in the manner set forth in this Section; provided that this Section 5.5shall not apply if all sales of Common Stock by the Selling Investor on or after the date of this Agreement amount in the aggregate to less than 1,000,000 shares of Common Stock (adjusted for stock dividends, stock splits, reverse stock splits, combinations, recapitalizations and reclassifications and other similar events affecting the Common Stock). If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders The Selling Investor shall, prior to such salepromptly after its receipt of a Notice of Offer, deliver send a copy thereof to the other Class B Stockholders prompt Company and eLot. eLot shall have the right to cause the Selling Investor to condition its sale to the buyer of any Common Stock owned by the Selling Investor on the simultaneous purchase by the buyer of such number of shares of Common Stock owned by eLot as eLot may designate by written notice delivered to the Selling Investor within 5 days following the date on which the Notice of Offer is received; provided, however, that eLot may not so designate for purchase a number of shares of the Company's Common Stock greater than that number owned by it (giving effect to conversion of Series B Preferred Stock and the “Transfer Notice”exercise of the Warrant as of such date), multiplied by a fraction the numerator of which notice shall state (i) the name of the proposed transferee, (ii) is the number of Shares proposed shares of the Company's Common Stock owned by the Selling Investor which are subject to be transferred (the “Transferred Shares”) offer of the Buyer and the percentage (the “Tag Percentage”) that such number denominator of Shares constitutes of which is the total number of Shares shares of the Company's Common Stock then owned by such Transferring Stockholders, (iii) the proposed Selling Investor as of the date of this Agreement. The purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination for each share of the Fair Market Value thereof, Company's Common Stock subject to the Notice of Offer and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice such purchase shall be accompanied by a written offer from the proposed transferee same as are applicable to purchase the Transferred Shares, which offer may Selling Investor's sale and shall be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders set forth in such sale consistent Notice of Offer. No seller shall receive in connection with sales pursuant to this Section 5.5subsection, any material consideration which is not shared with each other seller in proportion to the number of shares of Common Stock sold by each.

Tag-Along Rights. (a) Subject Except as permitted by Section 3.4 or in the case of sales pursuant to Section 5.4Article IV, if one HEI, at any time or from time to time, in a single transaction or series of related transactions occurring within a six-month period, or within a longer period if pursuant to a single agreement, proposes to Transfer 20% or more Class B Stockholders of the outstanding shares of Company Common Stock (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market "Tag-Along Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)"), then each Class B Minority Stockholder shall have the right right, but not the obligation, to participate on in such Tag-Along Sale by selling the same terms number of shares of Company Common Stock respectively owned by it as calculated in the following manner. Such shares of Company Common Stock which were acquired by the Minority Stockholders pursuant to the Contribution Agreement or the Xxxxxx Contribution Agreement and conditions and for which are owned by the same per share consideration Minority Stockholders or their Affiliates which are Parties to this Agreement are hereinafter referred to as the Transferring Stockholders "Stockholders' Shares;" provided, however that shares of Company Common Stock transferred from another Stockholder to a Minority Stockholder or its Affiliates (other than an Affiliate of such transferring Stockholder) shall not be deemed to be Stockholders' Shares. The number of shares of Company Common Stock that each Minority Stockholder shall be entitled to include in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice Tag-Along Sale (the “Transfer Notice”), which notice "Stockholder Allotment") shall state equal the product of (i) the name total number of shares of Company Common Stock proposed to be Transferred pursuant to the Tag-Along Sale or such greater number of shares that the proposed purchaser in the Tag-Along Sale shall agree to purchase or otherwise acquire, times (ii) a fraction, the numerator of which shall equal the number of Stockholders' Shares owned by such Minority Stockholder and its Affiliates which are parties to this Agreement on the date of the proposed transfereeSale Notice, and the denominator of which shall equal the sum of (iiA) the number of Shares proposed to be transferred shares of Company Common Stock owned by HEI and its Affiliates on the date of the Sale Notice plus (the “Transferred Shares”B) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Stockholders' Shares owned by such Transferring Stockholders, (iii) all Minority Stockholders and their Affiliates which are parties to this Agreement on the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination date of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Sale Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.

Tag-Along Rights. (a) Subject to Section 5.4, if one or more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than Prior to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a))Triggering Event, each Class B Stockholder of the ---------------- Holders of Subject Equity shall have the right (the "Tag-Along Right") to participate --------------- require the Proposed Purchaser to purchase from each of them all (subject to (c) below) Subject Equity owned by such Holder in the event of any proposed direct or indirect sale or other disposition (collectively, a "Transfer") of -------- Stockholder Shares (as defined in the Stockholders Agreement) (whether now or hereafter issued) to any Person or Persons (such other Person or Persons being hereinafter referred to as the "Proposed Purchaser") by the Investor or any of ------------------ its Affiliates in any transaction or series of related transactions of Holdings' Common Stock representing 25% or more of the aggregate number of shares of common stock of Holdings owned by the Investor on the same terms date hereof (other than sales in a bona fide public offering pursuant to an effective registration statement under the Securities Act, sales to the public pursuant to the provisions of Rule 144 (or any similar rule or rules then in effect) under the Securities Act, transfers to Holdings or one or more of its stockholders pursuant to the right of first refusal contained in Section 4(c) of the Stockholders Agreement and conditions transfers to Affiliates and for certain other transfers permitted by Section 4(d) of the same per share consideration as Stockholders Agreement). Any Investor proposing a transfer which triggers the Transferring Stockholders in the sale in the manner set forth in rights under this Section 5.5. If Class B Stockholders do not elect 3.2(a) shall notify, or cause to purchase be notified, each Holder of Subject Equity in writing (a "Transfer Notice") of each such Shares pursuant to Section 5.4, the Transferring Stockholders shall, proposed Transfer at least 10 Business Days --------------- prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which date thereof. Such notice shall state set forth: (ia) the name of the proposed transferee, (ii) Proposed Purchaser and the number of Shares shares of Common Stock and other securities, if any, proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholderstransferred, (iiib) the proposed purchase price therefore, including a description amount of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of payment offered by such Proposed Purchaser (if the proposed saleconsideration is not cash, including the Transfer Notice shall describe the terms of the proposed sale date consideration) and (which date c) that either the Proposed Purchaser has been informed of the "Tag-Along Right" and has agreed to purchase Subject Equity in accordance with the terms hereof or that the Investor or any of its Affiliates will make such purchase. The Tag-Along Right may not be less than 30 days after exercised by any Holder of Subject Equity by delivery of a written notice to the Investor who delivered the Transfer Notice ("Tag-Along Notice"), within 5 ---------------- Business Days of receipt of the Transfer Notice, indicating its election to exercise the Tag-Along Right (the "Participating Holders"). Such The Tag-Along --------------------- Notice shall state the amounts of Subject Equity that such Holder proposes to include in such Transfer to the Proposed Purchaser. Failure by any Holder to provide a Tag-Along Notice within the 5 Business Day notice period shall be accompanied deemed to constitute an election by such Holder not to exercise its Tag-Along Right. The closing with respect to any sale to a written offer from Proposed Purchaser pursuant to this Section shall be held at the proposed transferee time and place specified in the Transfer Notice. Consummation of the sale of Common Stock by the Investor or any of its Affiliates to purchase the Transferred Shares, which offer may a Proposed Purchaser shall be conditioned upon the consummation of the sale by the Transferring Stockholders, each Participating Holder to such Proposed Purchaser (or the most recent drafts Investor) of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders Subject Equity entitled to be transferred as described in such sale consistent with this Section 5.5.(c) below, if any. Additionally:

Tag-Along Rights. (a) Subject In the event that a Member or Members agree to Section 5.4the sale or other Transfer to a Person not Affiliated therewith of such of their Membership Interests as constitutes in excess of seventy percent (70%) of the Membership Interests of all Members as of such date, if one or more Class B Stockholders (the “Transferring Stockholders”) desire each other Member shall be entitled to sell any or all a pro rata portion of their Shares, other than its Membership Interests to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate same purchaser on the same terms and conditions and for equivalent consideration (based on the same per share consideration intrinsic value of the Membership Interests calculated as of the Transferring Stockholders Company were liquidated and the remaining assets were distributed in the sale in the manner set forth in this accordance with Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver 10.2) as are applicable to the other Class B Stockholders prompt written notice Membership Interests being Transferred. The Members who propose to sell or otherwise Transfer such Membership Interests (the “Transfer NoticeTag-Along Sellers”), which ) shall provide the other Members with written notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of such proposed Transfer and the identity of the proposed sale, including Transferee at least fifteen (15) Business Days prior to the consummation of such proposed sale date Transfer. Each Member receiving such notification shall respond to the Tag-Along Sellers within fifteen (which date may 15) Business Days in writing indicating whether or not it is willing to exercise its rights pursuant to this Section 9.8. The closing of any transaction pursuant to this Section 9.8 shall be less held at such time and place as the Tag-Along Sellers shall reasonably specify (but in no event sooner than 30 days fifteen (15) Business Days after the delivery of the Transfer Notice). Such initial notice of sale referred to in this Section 9.8) and the Tag-Along Sellers shall make such representations and warranties and execute such documents as are customary for similar transactions on the basis that all Members are treated equally pursuant to the terms of this Agreement, and the other Members exercising their rights hereunder shall be accompanied by required only to give a written offer from representation and warranty regarding their ownership of their respective Membership Interests. If any Member or Tag-Along Seller shall fail to execute any such documents, the proposed transferee Tag-Along Sellers or Member, as applicable, may authorize the Company to purchase the Transferred Shares, which offer may be conditioned upon the consummation execute such documents on behalf of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Member.

Tag-Along Rights. (a) Subject to Section 5.4, if one In the event of any proposed direct or more Class B Stockholders indirect Transfer of beneficial ownership of Shares (whether now or hereafter issued) by a Shareholder (the “Transferring Stockholders”"Proposed Seller") desire or any of its Affiliates in any transaction or series of related transactions (including any proposed direct or indirect transfer of Common Stock by the LLC for the capital account of any Shareholder or any Affiliate having an interest in the LLC) to sell any or all of their Shares, Person (other than an Excluded Transfer or a Transfer of beneficial ownership of Common Stock by the LLC to the Member of the LLC whose capital account is at such time credited with such Common Stock upon the occurrence of a Permitted Holder or in a Market SaleLiquidation Event) (such other Person being hereinafter referred to as the "Proposed Purchaser") at any time prior to the Triggering Date, the holders of Shares and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder Registrable Se- curities shall have the right irrevocable right, but not the obligation (the "Tag-Along Right"), to participate on require the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect Proposed Purchaser to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior from each of them up to such sale, deliver to number of Shares and Registrable Securities (the other Class B Stockholders prompt "Included Securities") determined in accordance with Section 3.3(c). The Proposed Seller shall give written notice (the “a "Transfer Notice”), which notice shall state ") at least 30 days prior to the date of the proposed Transfer (the "Proposed Transfer Date") to the holders of Shares and Registrable Securities stating (i) the name and address of the proposed transfereeProposed Purchaser, (ii) the number proposed amount of Shares consideration, terms and conditions of payment offered by such Proposed Purchaser (if the proposed to be transferred (consideration is not cash, the “Transferred Shares”Transfer Notice shall describe the terms of the proposed consideration) and the percentage (the “Tag Percentage”) that such number of Shares constitutes time and place of the total number of Shares owned by such Transferring Stockholdersclosing for the proposed Transfer, (iii) the number of shares of Common Stock and other securities proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit be directly or indirectly Transferred by the determination of the Fair Market Value thereof, Proposed Seller and/or its Affiliates and (iv) either that the other material terms and conditions Proposed Purchaser has been informed of the Tag-Along Right and has agreed to purchase Shares and Registrable Securities in accordance with the terms hereof or that the Proposed Seller or any of its Affiliates will make such purchase. The Tag-Along Right shall be exercised by any or all of the holders of Shares and Registrable Securities by giving written notice to the Issuers of the Shares or Registrable Securities proposed saleto be sold ("Tag-Along Notice"), including the proposed sale date (which date may not be less than 30 within 15 days after delivery of receipt of the Transfer Notice, indicating its election to exercise the Tag-Along Right (the "Participating Holders"). Such The Tag-Along Notice shall state the amount of Shares and Registrable Securities that such holder proposes to include in such Transfer to the Proposed Purchaser. Failure by any holder to give such notice within the 15-day period shall be accompanied deemed an election by such holder not to sell its Shares and Registrable Securities pursuant to that Transfer. The closing with respect to any sale to a written offer from Proposed Purchaser pursuant to this Section shall be held at the proposed transferee time and place specified in the Transfer Notice but in any event within 60 days of the Proposed Transfer Date; provided that if through the exercise of reasonable efforts the Proposed Seller or any of its Affiliates is unable to purchase cause such transaction to close within 60 days, such period may be extended for such reasonable period of time as may be necessary to close such transaction. Consummation of the Transferred Shares, which offer may sale of Common Stock or other securities by the Proposed Seller and/or its Affiliates to a Proposed Purchaser shall be conditioned upon the consummation of the sale by the Transferring Stockholders, each Participating Holder to such Proposed Purchaser (or the most recent drafts Proposed Seller) of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Included Securities, if any.

Tag-Along Rights. (a) Subject to Section 5.4, if one or more Class B Stockholders In the event of a proposed Transfer of Shares by a Stockholder (the a “Transferring StockholdersStockholder”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a))Transferee, each Class B Stockholder (other than the Transferring Stockholder) shall have the right to participate on the same terms and conditions and for the same per share Share consideration as the Transferring Stockholders Stockholder in the sale Transfer in the manner set forth in this Section 5.53.2. If Class B Stockholders do not elect Prior to purchase any such Shares pursuant to Transfer, following compliance with Section 5.43.4, the Transferring Stockholders shall, prior to such sale, Stockholder shall deliver to the other Class B Stockholders Company prompt written notice (the “Transfer Notice”), which the Company will forward to the non-Transferring Stockholders (such stockholders, the “Tag-Along Participants”) within 5 days of receipt thereof, which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred Transferred (the “Transferred SharesSecurities”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes constitute of the total number of Shares owned by such Transferring StockholdersStockholder, (iii) the proposed purchase price thereforetherefor, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereoffair market value thereof as determined in good faith by the Board, and (iv) the other material terms and conditions of the proposed saleTransfer, including the proposed sale Transfer date (which date may not be less than 30 20 days after delivery to the Tag-Along Participants of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred SharesSecurities, which offer may be conditioned upon the consummation of the sale by the Transferring StockholdersStockholder, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders Stockholder and the transferee which shall make provision for the participation of the other Class B Stockholders Tag-Along Participants in such sale consistent with this Section 5.53.2.

Tag-Along Rights. (a) Subject to Section 5.42(a) hereof, if one at least 30 days prior to any Transfer of any type of Units by a Unitholder (other than pursuant to an Approved Sale, a Public Sale, a Transfer to the LLC and/or the Other Unitholders in accordance with Section 2(a) hereof or a Transfer to a Permitted Transferee in accordance with Section 2(c) hereof) that would result in such Unitholder having transferred after the date hereof pursuant to this Section 2(b) more Class B Stockholders than 5% of the aggregate number of such type of Units held by such Unitholder as of the date hereof, the Unitholder making such a Transfer (the “Transferring StockholdersUnitholder”) desire shall deliver a written notice (the “Sale Notice”) to the LLC and the Other Unitholders (other than the Executives), specifying in reasonable detail the identity of the prospective transferee(s), the number and type of Units to be transferred, and the terms and conditions of the Transfer. Each Other Unitholder (other than the Executives) may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder within 15 days after delivery of the Sale Notice. If any Other Unitholder(s) has elected to participate in such Transfer, each of the Transferring Unitholder and such Other Unitholder(s) (other than the Executives) shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms and conditions, a number of the type of Units to be transferred equal to the product of (i) the quotient determined by dividing the percentage of such type of Units owned by such Person by the aggregate percentage of such type of Units owned by the Transferring Unitholder and all Other Unitholders participating in such Transfer and (ii) the aggregate number of such type of Units to be sold in the contemplated Transfer; provided, that, for purposes of determining the quotient under subclause (i) of this sentence, if any such type of Units owned by any Person participating in such Transfer are subject to vesting pursuant to the terms of any Executive Subscription Agreement or any other agreement between the LLC or any of its Subsidiaries and any Unitholder, such Units shall be taken into account as Units owned by such Person only if, and only to the extent that, they have vested pursuant to the terms of such agreement; provided, further, that, notwithstanding the foregoing, (y) in connection with any Transfer (or series of related Transfers) pursuant to this Section 2(b) that would result in a Transfer of all or substantially all of their Shares, the Common Units (other than the Common Units held by the Executives), the Executives shall be entitled to a Permitted Holder or participate in a Market Sale, such Transfer as “Other Unitholders” pursuant to the terms and such sale conditions of this Section 2(b) and (z) no Transfer pursuant to this Section 2(b) that would result in a Change of in Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have may be effected unless Xxxx Atlantic is given the right opportunity to participate sell all its Warrants and/or Warrant Units on the same terms and conditions and for the same per share consideration as the Transferring Stockholders Other Unitholders participating in such Transfer and, to the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect extent Xxxx Atlantic elects to purchase such Shares sell Warrants and/or Warrant Units pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice this subclause (the “Transfer Notice”z), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed the type of Units to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or Unitholder and the most recent drafts Other Unitholders participating in such Transfer (other than Xxxx Atlantic) shall be reduced on a pro rata basis (based on the number of such type of Units the Transferring Unitholder and such Other Unitholders would have been entitled to Transfer pursuant to this Section 2(b) if this subclause (z) did not apply). Each Unitholder transferring Units pursuant to this Section 2(b) shall pay its pro rata share (based on the number of each type of Units to be sold) of the purchase expenses incurred by the Unitholders in connection with such Transfer and sale documentation between shall be obligated to join on a pro rata basis (based on the number of each type of Units to be sold) in any indemnification or other obligations that the Transferring Stockholders Unitholder agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Unitholder, such as indemnification with respect to representations and the transferee which shall make provision for the participation warranties given by a Unitholder regarding such Unitholder’s title to and ownership of the other Class B Stockholders in such sale consistent with this Section 5.5Units).

Tag-Along Rights. If, at any time prior to a Qualified IPO, any Stockholder or any of its Affiliates (aany such Person for purposes of this Section 2.4, the "TRANSFEROR") Subject wishes to Section 5.4, if one transfer its shares of Common Stock or more Class B Stockholders any portion thereof to any Person (the “Transferring Stockholders”) desire "TRANSFEREE"), the Transferor shall first give to sell any or all of their Shares, other than the Company and each Warrant Securityholder (pursuant to a Permitted Holder or in list provided by the Company) a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”a "TRANSFER NOTICE"), which notice shall state executed by it and the Transferee and containing (i) the name number of shares of Common Stock that the proposed transfereeTransferee proposes to acquire from the Transferor, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) name and the percentage (the “Tag Percentage”) that such number of Shares constitutes address of the total number of Shares owned by such Transferring StockholdersTransferee, (iii) the proposed purchase price thereforeprice, including a description terms of payment and other material terms and conditions of such proposed transfer, (iv) an estimate, in the Transferor's reasonable judgment, of the fair market value of any non-cash consideration sufficiently detailed offered by the Transferee and (v) an offer by the Transferee or Transferor to permit purchase, upon the determination purchase by the Transferee of any shares of Common Stock owned by the Transferor and for the same per share consideration, that -6- 118 number of Conversion Shares (or if such number is not an integral number, the next integral number which is greater than such number) of each Warrant Securityholder which shall be the product of (x) the aggregate number of Conversion Shares either then owned, or issuable upon exercise of Warrants then owned, by such Warrant Securityholder and (y) a fraction, the numerator of which shall be the number of shares of Common Stock indicated in the Transfer Notice as subject to purchase by the Transferee and the denominator of which shall be the sum of (A) the total number of shares of Common Stock then owned by the Transferor and its Affiliates plus (B) the total number of Conversion Shares either then owned, or issuable upon exercise of Warrants then owned, by each Warrant Securityholder. Each Warrant Securityholder shall have the right, for a period of 20 days after the Transfer Notice is given, to accept such offer in whole or in part, exercisable by delivering a written notice to the Transferor and the Company within such 20-day period, stating therein the number of shares of Common Stock (which may be the number of shares set forth in the offer by the Transferor or Transferee, as the case may be, or a portion thereof) to be sold by such Warrant Securityholder to the Transferor or Transferee, as the case may be. Prior to the earlier of (x) the end of such 20-day period or (y) the acceptance or rejection by each Warrant Securityholder of the Fair Market Value thereofTransferee's or Transferor's offer, and (iv) as the other material terms and conditions case may be, neither the Transferor nor its Affiliates will complete any sale of shares of Common Stock to the proposed saleTransferee. Thereafter, including the proposed sale date (which date may not be less than 30 for a period of 60 days after delivery of the prohibition under the preceding sentence shall have terminated, the Transferor may sell to the Transferee for the consideration stated and on the terms set forth in the Transfer Notice). Such notice shall be accompanied by a written offer from Notice the proposed transferee shares of Common Stock stated in the Transfer Notice as subject to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring StockholdersTransferee, provided that the Transferor or Transferee, as the most recent drafts case may be, shall simultaneously purchase the number of shares of Common Stock as calculated above from those Warrant Securityholders who have accepted the purchase and sale documentation Transferor's or Transferee's offer, as the case may be. The provisions of this Section 2.4 shall not apply to transfers between the Transferring Stockholders Transferor and the transferee which shall make provision for the participation any of the other Class B Stockholders in such sale consistent with this Section 5.5its Permitted Transferees.

Tag-Along Rights. (aIn the event that at any time a Class A Member or Class A Members propose to make any Transfer of Units not included in Section 8.1 or 8.6, which Transfer of Units would constitute 100% of the issued and outstanding Class A Units of the Company, he, she, it or they shall comply with the provisions of this Section 8.5. At least 30 days prior to any such proposed transfer, the Member(s) Subject desiring to Section 5.4, if one or more Class B Stockholders make such Transfer of Units (the “Transferring StockholdersMember(s)”) desire to sell any or all of their Shares, other than to will deliver a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Offer Notice”) to the Company and to each of the other Members. The Offer Notice will disclose in reasonable detail the proposed number of Units to be transferred, the class or classes of such Units, the proposed price, terms and conditions of the Transfer and the identity of the transferee. Each of the other Members holding Units may elect to participate in the contemplated sale by delivering written notice to the Transferring Member(s) within 30 days after delivery of the Offer Notice. If any of the other Members elects to participate in such sale (the “Participating Members”), which notice shall state each of the Transferring Member(s) and the Participating Members will be entitled to sell in the contemplated sale a number of Vested Units equal to the product of (i) the name fraction, the numerator of which is the proposed transfereenumber of Vested Units (on a fully-diluted basis) held by such Person, and the denominator of which is the aggregate number of Units (on a fully-diluted basis) owned by the Transferring Member(s) and the Participating Members, multiplied by (ii) the number of Shares proposed Units (on a fully-diluted basis) to be transferred (sold in the “Transferred Shares”) and contemplated sale, provided that the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of any such transaction shall not impose upon any Participating Member, as a condition of participating in the proposed saletransaction, including (x) any obligation to provide personal services, (y) any restriction on such Participating Member’s rights to compete, or (z) any personal liability for breaches of representations, warranties and covenants in the proposed sale date (which date may not transaction documents other than the representations, warranties and covenants to be less than 30 days after delivery made by such Participating Member regarding its own good standing, authorization of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Sharesagreements, which offer may be conditioned upon the consummation ownership of the sale by Units to be transferred, and other customary matters bearing on such Participating Member’s transfer of good title to such Units. The Transferring Member(s) will use its or their best efforts to obtain the Transferring Stockholders, or the most recent drafts agreement of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for prospective transferee(s) to the participation of the other Class B Stockholders Participating Members in such any contemplated sale consistent with this Section 5.5and will not transfer any of their Units to the prospective transferee(s) if the prospective transferee(s) decline(s) to allow the participation of the Participating Members on the terms specified herein.

Tag-Along Rights. (a) Subject Notwithstanding the provisions of Section 2.01 and without first offering its Shares to TPG as contemplated by Section 5.42.03(c), if one or more Class B Stockholders in the event that at any time after the date hereof and prior to the completion of an initial public offering of any of the Shares (the “Transferring Stockholders”) desire "Initial Public Offering"), TPG reaches a binding agreement with a Person to sell any all or all a portion of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale its Shares that would result in a Change any Person (together with its Affiliates) unaffiliated with TPG holding 40% or more of Control the voting power of the Company, TPG shall cause the prospective purchaser (and has been approved as provided in Section 5.2(a)"Prospective Purchaser"), each Class B Stockholder shall have subject to the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect 2.04 and subject further to the terms and conditions set forth in Section 2.05, which terms and conditions shall control in the event that TPG is proposing to sell all of its shares of Common Stock, to purchase from each Electing Stockholder (in lieu of purchasing from TPG) that number of shares of Common Stock then owned by such Shares pursuant to Section 5.4, Electing Stockholder that equals the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice product of (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii1) the number of Shares proposed shares of Common Stock then owned by such Electing Stockholder multiplied by (2) a fraction, the numerator of which equals the number of shares of Common Stock to be transferred (purchased by the “Transferred Shares”) Prospective Purchaser from TPG and the percentage (the “Tag Percentage”) that such number denominator of Shares constitutes of which equals the total number of Shares shares of Common Stock then owned by such Transferring Stockholders, TPG (iii) the proposed purchase price therefore, including a description "Applicable Amount"). TPG shall notify promptly each of the New Stockholders in writing of any non-cash consideration sufficiently detailed to permit such binding agreement, indicating the determination of the Fair Market Value thereof, price and (iv) the other material terms and conditions of the proposed sale, including the proposed identity of the Prospective Purchaser, the intended closing date of such sale, the percentage of issued and outstanding shares of Common Stock being sold by TPG and the Applicable Amount of shares of Common Stock of each New Stockholder that may be sold by such New Stockholder pursuant to this Section 2.04(a) (the "Tag-Along Notice") and shall provide a copy of such binding agreement to each of the New Stockholders. Any purchase by the Prospective Purchaser of the Applicable Amount of shares of Common Stock of any Electing Stockholder shall be at the same consideration per share of Common Stock and on the same terms and conditions as are applicable to TPG in such transaction. Each of the New Stockholders will have 20 days from receipt of the Tag-Along Notice (or any amendment or supplement thereto) to notify TPG in writing of its election to exercise its Tag-Along Rights (an "Election Notice") and to exercise its Tag-Along Rights pursuant to this Section 2.04. In the event that a New Stockholder notifies TPG in writing of its election to exercise Tag-Along Rights within 20 days of the receipt of a Tag-Along Notice and such New Stockholder subsequently receives an amendment or supplement to such Tag-Along Notice from TPG, such New Stockholder shall be able to withdraw its previously given election to exercise Tag-Along Rights by giving written notice to TPG within 20 days of the receipt of such amendment or supplement. In the event TPG does not receive an Election Notice from any of the New Stockholders within 20 days of receipt of the Tag-Along Notice (or any amendment or supplement thereto), such Person shall be deemed to have elected not to exercise its Tag-Along Rights hereunder. Notwithstanding anything to the contrary contained herein, (i) TPG shall not be obligated to cause a Prospective Purchaser to purchase any New Stockholders' shares of Common Stock hereunder if at the time of such sale date (but prior to giving effect thereto) TPG beneficially owns less than 40% of the voting power of the Company and (ii) TPG shall not be obligated to consummate the transfer of shares of Common Stock contemplated by an agreement between TPG and a Prospective Purchaser if, pursuant to the terms and conditions of such agreement, TPG is not obligated to do so and, in the event TPG elects not to consummate a transfer which it is not obligated to consummate as provided in this clause (ii), TPG shall have no liability to any New Stockholder (which date may not be less than 30 days after delivery of the Transfer Noticeterm includes, without limitation, any Electing Stockholder). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation The closing of the sale of TPG's shares of Common Stock to the Prospective Purchaser hereunder shall be conditioned on the simultaneous purchase by the Transferring StockholdersProspective Purchaser of the Applicable Amount of shares of Common Stock from each Electing Stockholder. Notwithstanding the foregoing, in the event any Electing Stockholder breaches any obligation it may have under this Section 2.04 or, in the event that any representation and warranty of any Electing Stockholder contained in the purchase agreement with the Prospective Purchaser is not true and correct as of the date made or as of the proposed closing date or the most recent drafts Electing Stockholder shall fail to perform any covenant or agreement contained in such agreement or the Electing Stockholder shall otherwise breach its obligations under such agreement and, in each case, such misrepresentation, breach or failure to perform such covenant or agreement results in the nonsatisfaction of the purchase and sale documentation between the Transferring Stockholders a condition precedent to such agreement (and the transferee which Prospective Purchaser does not waive such condition precedent), TPG shall make provision for be free to sell its Shares to the participation of Prospective Purchaser without liability to the other Class B Stockholders in Electing Stockholder under this Agreement and such sale consistent with this Section 5.5shall not limit or waive in any respect any claim, right or cause of action that TPG may have against such Electing Stockholder in respect of such breach.

Tag-Along Rights. (a) Subject to Section 5.4, if In the event any one or more Class B Stockholders Shareholder, whether acting individually or as a group (a “Transferring Shareholder(s)”) proposes to sell, assign or otherwise transfer (collectively,”Transfer”) to any Person (other than another Shareholder or an Affiliate of a Transferring Shareholder) in any one or a series of transactions, a number of shares of Stock owned of record or beneficially by such Transferring Shareholder(s) or its or their Affiliate(s) that shall represent, in the aggregate, 10% or more of the then outstanding shares of Stock of the Company, such Transferring Shareholder shall deliver a written notice (the “Transferring StockholdersSale Notice”) desire to sell any or all the Company and to each other Shareholder, specifying in reasonable detail the identity of their Shares, other than to a Permitted Holder or in a Market Sale, the proposed transferee(s) and such sale would result in a Change the terms and conditions of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right proposed Transfer. Any Shareholder may elect to participate in the contemplated Transfer, on the same terms and conditions and for the same per share consideration as the Transferring Stockholders Shareholder or its or their Affiliates, by delivering written notice to the Transferring Shareholder or its or their Affiliates within twenty (20) days after receipt by such Shareholder of the Sale Notice. If any Shareholder elects to participate in such Transfer, such Shareholder will be entitled to sell in the sale contemplated Transfer, at the price per share of Stock offered by the proposed transferee in the manner set forth in this Section 5.5. If Class B Stockholders do not elect Transfer, for each share of Stock held by such Shareholder on a fully-diluted basis (after giving effect to the conversion into Common Stock of all securities convertible into such Common Stock or exercise of outstanding warrants, options or other rights to purchase such Shares pursuant to Section 5.4Common Stock), and otherwise on the same terms and conditions as the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”Shareholder(s) or its or their Affiliate(s), which notice shall state a number of shares of Stock determined by multiplying (i) the name number of shares of Stock to be sold in the proposed transfereecontemplated transfer, by (ii) the quotient determined by dividing (A) the number of Shares proposed to be transferred shares of Stock held by such Shareholder, by (B) the “Transferred Shares”sum of (1) and the percentage (the “Tag Percentage”) that such aggregate number of Shares constitutes shares of Stock held by the total Shareholders electing to participate in such Transfer and (2) the aggregate number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description shares of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale Stock held by the Transferring Stockholders, Shareholder(s) and/or its or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5their Affiliate(s).

Tag-Along Rights. (a) Subject If a WCAS Purchaser or group of WCAS Purchasers (for purposes of this Section 3, a "Selling Stockholder") wishes to Section 5.4directly or indirectly sell, if one transfer or more Class B Stockholders otherwise dispose of all or any portion of the shares of Capital Stock held by him, her or it at any time (the “Transferring Stockholders”) desire including by any distribution or transfer by any WCAS Purchaser that is a limited partnership or a limited liability company to sell any its limited partners or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)members), each Class B then such Selling Stockholder shall have promptly deliver a notice (an "Offering Notice") to the right Company in writing of the proposed transfer, specifying the number of such shares of Capital Stock to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase be transferred by such Shares pursuant to Section 5.4Selling Stockholder (such specified shares, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”"Offered Shares"), which notice shall state (i) the name of the proposed transfereepurchaser or purchasers, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price thereforeper share, including a description the proposed date of transfer, the payment terms and all other material terms and conditions thereof. In the event that the terms and/or conditions set forth in the Offering Notice are thereafter amended in any non-cash consideration sufficiently detailed to permit respect, the determination Selling Stockholder shall also give written notice (an "Amended Notice") of the Fair Market Value thereof, and (iv) the other material amended terms and conditions of the proposed saletransaction to the Company. Upon its receipt of any Offering Notice or Amended Notice, including the proposed sale date (which date may not be less than 30 Company shall promptly, but in all events within three business days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee its receipt thereof, forward copies thereof to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation each of the other Class B Stockholders in (collectively, the "Other Stockholders"). The Selling Stockholder shall provide such sale consistent additional information with this Section 5.5respect to the proposed transfer as may be reasonably requested by the Company or the Other Stockholders.

Tag-Along Rights. (a) Subject So long as the Series E Investors and their Permitted Transferees beneficially own (as defined under the Exchange Act) in the aggregate at least 5% of the outstanding Common Stock (including securities convertible into Common Stock) on a Fully-Diluted Basis, in the event that a Series E Investor or any of its Permitted Transferees proposes to Section 5.4transfer at any time all or any portion of the outstanding Common Stock (including securities convertible into Common Stock) beneficially owned by such Series E Investor and/or Permitted Transferees ("Selling Stockholder"), if other than (1) in a bona fide public offering, (2) pursuant to Rule 144 (or any successor provision) under the Securities Act or (3) to one or more Class B Stockholders (Permitted Transferees, the “Transferring Stockholders”) desire to sell any or all Selling Stockholder making such transfer will notify each of their Shares, the other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice writing (the “a "Transfer Notice”), which notice shall state ") of such proposed sale (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”A "Proposed Sale") and the percentage (the “Tag Percentage”) that such number of Shares constitutes material terms of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination Proposed Sale as of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer NoticeNotice (the "Transfer Terms"). Such notice shall The Transfer Notice will be accompanied by a written offer from delivered to the proposed transferee Stockholders not less than fifteen (15) days prior to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale Proposed Sale and not more than five (5) days after the execution of the definitive agreement relating to the Proposed Sale, if any (the "Sale Agreement"). If within ten (10) days of receipt by the Transferring StockholdersStockholders of such Transfer Notice, the Selling Stockholder thereof delivering such notice receives from any Stockholder and/or its Permitted Transferees a written request (a "Stockholder Request") to include in the Proposed Sale Common Stock or the most recent drafts other securities of the purchase and sale documentation between Company owned by such Stockholder or Permitted Transferee, the Transferring Stockholders and the transferee which shall make provision for the participation of the Stockholder's and/or its Permitted Transferee's Common Stock or other Class B Stockholders in such sale consistent with this Section 5.5securities so requested will be so included as provided herein.

Tag-Along Rights. Except as provided below, if, at any time during the term of this Agreement, JLL proposes to directly or indirectly Transfer its Shares to a Person (other than transfers to (a) Subject persons or entities described in clauses (ii) or (iv) of the definition of Permitted Transferee or (b) pursuant to Section 5.4a Public Offering), if one or more Class B JLL shall provide the remaining Stockholders (each a "Notice Recipient") and the “Transferring Stockholders”Company with not less than twenty (20) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, days' prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”)of such proposed sale, which notice shall state (i) the name include all of the terms and conditions of such proposed transfereesale and which shall identify such purchaser (the "Sale Notice"); and each Notice Recipient shall have the option, exercisable by written notice to JLL within ten (ii10) days after the receipt of the Sale Notice, to require JLL to arrange for such purchaser or purchasers to purchase the same percentage (the "Percentage") of the Shares then owned by such Notice Recipient as the ratio of the total number of Shares proposed which are to be transferred (sold by JLL pursuant to the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of proposed sale to the total number of Shares owned by JLL immediately prior to such Transferring StockholdersTransfer, (iii) or any lesser amount of Shares as such Notice Recipient shall desire, together with JLL's Shares at the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereofsame time as, and (iv) upon the other material same terms and conditions (including all direct or indirect consideration or compensation) at which, JLL sells its Shares; provided that such terms and conditions shall (i) not include a covenant not to compete or (ii) provide for indemnity or contribution in excess of such Notice Recipient's proceeds from such sale. If a Notice Recipient shall so elect, JLL agrees that it shall either (a) arrange for the proposed purchaser or purchasers to purchase all or a portion (as such Notice Recipient shall specify) of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery same Percentage of the Transfer Notice). Such notice shall be accompanied Shares then owned by a written offer from such Notice Recipient at the proposed transferee to purchase the Transferred Shares, which offer may be conditioned same time as and upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase same terms and sale documentation between the Transferring Stockholders and the transferee conditions at which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.JLL sells its Shares (it being

Tag-Along Rights. h. If a Signing Stockholder or any of its Affiliates (aany such Person for purposes of this Section 2.4, the “Transferor”) Subject wishes to Section 5.4transfer shares of Voting Common Stock or any portion thereof, if one or more Class B Stockholders in an amount in excess of 10% of the outstanding Voting Common Stock of Cybex to any Person (the “Transferring StockholdersTransferee”) desire in a single transaction or series of transactions, the Transferor shall first give to sell any or all of their Shares, other than Cybex and each Warrant Securityholder (pursuant to a Permitted Holder or in list provided by Cybex) a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the a “Transfer Notice”), which notice shall state executed by it and the Transferee and containing (i) the name number of shares of Common Stock that the proposed transfereeTransferee proposes to acquire from the Transferor, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) name and the percentage (the “Tag Percentage”) that such number of Shares constitutes address of the total number of Shares owned by such Transferring StockholdersTransferee, (iii) the proposed purchase price thereforeprice, including a description terms of payment and other material terms and conditions of such proposed transfer, (iv) an estimate, in the Transferor’s reasonable judgment, of the fair market value of any non-cash consideration sufficiently detailed offered by the Transferee and (v) an offer by the Transferee or Transferor to permit purchase, upon the determination purchase by the Transferee of any shares of Common Stock owned by the Transferor and for the same per share consideration, that number of Warrant Shares (or if such number is not an integral number, the next integral number which is greater than such number) of each Warrant Securityholder which shall be the product of (x) the aggregate number of Warrant Shares either then owned, or issuable upon exercise of Warrants then owned, by such Warrant Securityholder and (y) a fraction, the numerator of which shall be the number of shares of Common Stock indicated in the Transfer Notice as subject to purchase by the Transferee and the denominator of which shall be the sum of (A) the total number of shares of Common Stock then owned by the Transferor and its Affiliates plus (B) the total number of Warrant Shares either then owned, or issuable upon exercise of Warrants then owned, by each Warrant Securityholder. Each Warrant Securityholder shall have the right, for a period of 15 days after the Transfer Notice is given, to accept such offer in whole or in part, exercisable by delivering a written notice to the Transferor and Cybex within such 15-day period, stating therein the number of shares of Common Stock (which may be the number of shares set forth in the offer by the Transferor or Transferee, as the case may be, or a portion thereof) to be sold by such Warrant Securityholder to the Transferor or Transferee, as the case may be. Prior to the earlier of (x) the end of such 15-day period or (y) the acceptance or rejection by each Warrant Securityholder of the Fair Market Value thereofTransferee’s or Transferor’s offer, as the case may be, neither the Transferor nor its Affiliates will complete any sale of shares of Common Stock to the Transferee. Thereafter, for a period of 90 days after the prohibition under the preceding sentence shall have terminated, the Transferor may sell to the Transferee for the consideration stated and (iv) on the other material terms set forth in the Transfer Notice the shares of Common Stock stated in the Transfer Notice as subject to purchase by the Transferee, provided that the Transferor or Transferee, as the case may be, shall simultaneously purchase the number of shares of Common Stock as calculated above from those Warrant Securityholders who have accepted the Transferor’s or Transferee’s offer, as the case may be. The provisions of this Section 2.4 shall not apply to transfers between the Transferor and conditions any of its Affiliates or between Affiliates of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5Transferor.

Tag-Along Rights. (a) Subject Notwithstanding anything in this Agreement to Section 5.4the contrary, if one or more Class B Stockholders except in the case of (the “Transferring Stockholders”i) desire to sell any or all of their Shares, other than transfers by Apollo to a Permitted Holder or Transferee referred to in a Market SaleSection 3.2 (a) hereof, and (ii) transactions where Drag- Along Rights are exercised pursuant to Section 4.1 hereof, Apollo shall refrain from effecting any sale of 15% or more of the outstanding Common Stock of the Company in any one transaction or a series of transactions unless, prior to the consummation thereof, the other Shareholders shall have been afforded the opportunity to join in such sale would result in on a Change of Control (and has been approved pro rata basis, as hereinafter provided in this Section 5.2(a))4.2. (b) Prior to consummation of such proposed sale, each Class B Stockholder Apollo shall have cause the right person or group that proposes to participate acquire such shares (the "Proposed Purchaser") to offer in writing (the "Purchase Offer") to purchase shares of Common Stock owned by the other Shareholders, such that the number of shares of such Common Stock so offered to be purchased from the other Shareholders shall be equal to the product obtained by multiplying the aggregate number of shares of Common Stock proposed to be purchased by the Proposed Purchaser by such other Shareholder's Pro Rata Portion. If the Purchase Offer is accepted by any other Shareholder, then the number of shares of Common Stock to be sold to the Proposed Purchaser by Apollo shall be reduced by the aggregate number of shares of Common Stock to be purchased by the Proposed Purchaser from such other Shareholder pursuant thereto. Such purchase shall be made on the same terms and conditions and for the same per share consideration as the Transferring Stockholders Proposed Purchaser shall have offered to purchase shares of Common Stock to be sold by Apollo (net, in the sale case of any options, warrants or rights, of any amounts required to be paid by the holder upon exercise thereof). The other Shareholders shall have 20 days from the date of receipt of the Purchase Offer during which to accept such Purchase Offer, and the closing of such purchase shall occur within 30 days after such acceptance or at such other time as the other Shareholders and the Proposed Purchaser may agree. (c) Notwithstanding anything else in this Agreement to the manner set forth contrary, the rights provided in this Section 5.54.2 shall terminate when the Common Stock is listed on a national stock exchange or quoted on the Nasdaq National Market and has a public float of $100 million or more. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.54.3.

Tag-Along Rights. (a) Subject Prior to Section 5.4, if one or more Class B Stockholders making any Transfer of Common Stock (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided Transfer described in Section 5.2(a8(b)), each Class B Stockholder Investors shall have give at least 30 days prior written notice to Participant and the right Company, which notice (for purposes of this Section 8, the "Sale Notice") shall identify the type and amount of Common Stock to participate on be sold (for purposes of this Section 8, the same "Offered Securities"), describe in reasonable detail the terms and conditions of such proposed Transfer and for identify each prospective Transferee. Participant may, within 15 days of the same per share consideration as receipt of the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4Sale Notice, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt give written notice (the “"Tag-Along Notice") to Investors that Participant wishes to participate in such proposed Transfer Notice”), which notice shall state (i) upon the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the Option Shares such Participant desires to include in such proposed Transfer; provided, however, that (1) none of Participant's rights to Option Shares subject to the exercise of Options shall be entitled to be sold pursuant to this Section 8(a) unless such Options have fully vested and the Options have been exercised and (2) to exercise its tag-along rights hereunder, Participant must agree to make to the Transferee the same representations, warranties, covenants, indemnities and agreements as Investors agree to make in connection with the Transfer of the proposed saleOffered Securities (except that in the case of representations and warranties pertaining specifically to, including the proposed sale date or covenants made specifically by, Investors, Participant shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) himself), and must agree to bear his ratable share (which date may shall be proportionate based on the value of Option Shares and Offered Securities that are Transferred but shall not be less exceed the amount of proceeds received in connection with such Transfer) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than 30 days after delivery those representations, warranties and covenants that pertain specifically to a given stockholder, who shall bear all of the Transfer Noticeliability related thereto), indemnities or other agreements made in connection with the Transfer. Such notice shall be accompanied by a written offer from the proposed transferee Each stockholder will bear (x) its or his own costs of any sale of shares of Common Stock pursuant to purchase the Transferred Shares, which offer may be conditioned this Section 8(a) and (y) its or his pro-rata share (based upon the consummation relative amount of the sale by the Transferring Stockholders, or the most recent drafts shares of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation Common Stock sold) of any of the other Class B Stockholders in such costs of any reasonable and customary sale consistent with of shares of Common Stock pursuant to this Section 5.58(a) to the extent such costs are incurred for the benefit of all stockholders and are not otherwise paid by the Transferee.