Common use of Tag-Along Rights Clause in Contracts

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect to any proposed Transfer by the AEA Investors of the shares of Company Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.

Tag-Along Rights. (a) So long as this Agreement remains in effectSubject to Section 4 hereof, with respect to if any proposed Transfer by the AEA Investors one or more of the shares of Company Common Stock held by the AEA Investors Permira Sellers proposes to any Person other than an Affiliate of AEA or another AEA Investor Transfer (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether including pursuant to a stock salemerger) shares of Common Stock to a Third Party Purchaser, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will then each Minority Stockholder shall have the obligation, and each of right (the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging StockholderTag-Along Right”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, include a number of shares of Company Common Stock up and vested Option Stock owned by it in the Tag-Along Sale, for the same per share consideration (which, in the case of vested Option Stock, shall be adjusted as provided in the last sentence of this Section 5(a)) and upon equivalent terms and conditions to be paid and given to the Permira Sellers for its shares of Common Stock in the agreement contemplating such Tag-Along Sale, equal to the product (rounded up down to the nearest whole number) of (i) the quotient determined obtained by dividing multiplying (A) a fraction, the aggregate numerator of which is the number of issued and outstanding shares of Company Common Stock and vested Option Stock owned by such Tagging Minority Stockholder and the denominator of which is the total number of issued and outstanding shares of Common Stock and vested Option Stock owned by the Permira Sellers and all Minority Stockholders exercising their Tag-Along Rights under this Section 5, collectively, by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock and vested Option Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors sold in the contemplated AEA Tag-Along Sale without regard to the terms of this Section 5 (a the product of (A) and (B), with respect to each Minority Stockholder exercising its Tag-Along Rights under this Section 5, the “Proposed TransfereeTag-Along Shares”). Notwithstanding the foregoing, at the same purchase price payable per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common vested Option Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make 5 shall be the same per share consideration paid to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to Permira Sellers for its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA agreement contemplating such Tag-Along Sale. Each Tagging Stockholder will be responsible for its proportionate , less the per share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale exercise price applicable to the extent not paid or reimbursed by the Company or the Proposed Transfereesuch vested Option Stock.

Tag-Along Rights. (a) So long Except as this Agreement remains set forth in effectSection 6(d), with respect in the event that any Stockholder (a “Selling Stockholder”) proposes to any proposed Transfer by Stock to one or more Persons, prior to effecting such Transfer of Stock, the AEA Investors Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of the shares of Company Common Stock held by the AEA Investors such intended Transfer to any Person each other than Stockholder that is not an Affiliate of AEA or another AEA Investor the Selling Stockholder (other than in an IPOthe “Tag-Along Stockholders”), which shall be subject to specifically identify the Registration Rights Agreement contemplated in Article III hereof)identity of the proposed transferee or transferees (together, whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an the “AEA SaleTag-Along Offeror”), the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up as is proposed to be Transferred by the Selling Stockholder(s) to the product Tag-Along Offeror (rounded up to the nearest whole number) of (i) “Tag-Along Sale Number”), the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total maximum number of shares of Company Common Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed to be directly Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or indirectly Transferred the expiration of the Additional ROFR Acceptance Period, to the transferee or acquiring Person by extent applicable (the AEA Investors in “Tag-Along Period”) each Tag-Along Stockholder shall have the contemplated AEA Sale right (a the “Proposed TransfereeTag-Along Right”), at the same price per share to be paid to and upon substantially the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and conditions the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (including, without limitation, time y) the number of payment and form shares of consideration) Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be paid purchased from such Tag-Along Stockholder by and given the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the AEA InvestorsCompany. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In order the event that the number of shares of Stock proposed to be entitled Transferred by the Tagging Stockholders to exercise its right to sell shares of Company Common Stock to a Tag-Along Offeror (the Proposed Transferee pursuant to this Section 2.3“Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder must agree shall be entitled to make Transfer to the Proposed Transferee the same covenants, indemnities Tag-Along Offeror only that number of shares of Stock that is equal to (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common StockA) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares that it sought or elected, as applicable, to be Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received such Tag-Along Offeror by such Tagging Stockholder for such Transferred shares and Stockholder, multiplied by (B) such Tagging Stockholder’s pro rata share a fraction the numerator of any “cap” on indemnification obligations which is the Maximum Tag-Along Sale Number and the denominator of which is the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable outTotal Tag-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed TransfereeAlong Shares.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect to (i) any proposed Transfer by the AEA Investors WMC Holding of the shares of Company Common Stock held owned by the AEA Investors WMC Holding to any Person other than not an Affiliate or officer, director or employee of AEA WMC Holding or another AEA Investor (the Company, other than in an IPO, which shall be subject to the Registration Rights Agreement a Public Offering or as contemplated in Article III hereofby Section 4.2(c), or (ii) any proposed Transfer by Ripplewood of shares of WMC Holding Common Stock to any Person not an Affiliate or officer, director or employee of WMC Holding or the Company, other than in a Public Offering or as contemplated by Section 4.2(c), in each case whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other sale transaction (any such transaction, an “AEA a "WMC Holding Sale”"), the AEA Investors WMC Holding will have the obligation, and each of the Minority Investors Glenayre and its Permitted Transferees will have the right, to require the proposed transferee or acquiring Person (a "Proposed Transferee") to purchase from each of the Minority Investors Glenayre and its Permitted Transferees who exercises its rights under Section 2.3(b2.4(b) (a “"Tagging Stockholder”") (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock owned by WMC Holding, the Tagging Stockholder and any other Stockholder entitled to participate in the WMC Holding Sale, and (ii) in the case of a sale of Common Stock, the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee Proposed Transferee or acquiring Person in the case of a sale of WMC Holding Common Stock, the product of (x) the quotient determined by dividing the number of shares of WMC Holding Common Stock being Transferred divided by the AEA Investors in total number of shares of WMC Holding Common Stock owned by Ripplewood at such time, times (y) the contemplated AEA Sale (a “Proposed Transferee”aggregate number of shares of Common Stock of the Company owned by WMC Holding or Ripplewood at such time), at the same price per share and upon substantially the same terms and conditions (including, without limitation, including time of payment and form of consideration) as to be paid by and given to WMC Holding (or Ripplewood, as the AEA Investors. In case may be); provided, that in order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.32.4, each Tagging Stockholder must agree to make to the Proposed Transferee the same representations, warranties, covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree WMC Holding agrees to make in connection with the AEA proposed WMC Holding Sale so long as they are made severally and only such representations not jointly; and provided, further, that no Tagging Stockholder shall be required to make representations, warranties (and related indemnification) as or covenants or provide indemnification with respect to any matter other than its ownership of its Company the shares of Common Stock as are given by the AEA Investors with respect to be Transferred, its ability to Transfer such party’s ownership shares free and clear of Company Common Stock; provided, however, that all encumbrances and its authority and due authorization to Transfer such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Saleshares. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA WMC Holding Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect to any proposed Transfer by the AEA Investors of the shares of Company Common Stock held by the AEA Investors to any Person or Persons other than an Affiliate of AEA or another Original AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction that, combined with all prior Transfers by the AEA Investors, exceeds the applicable Threshold Amount (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person (a “Proposed Transferee”) to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases), a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person Proposed Transferee by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”)Sale, at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s their respective ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (AX) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (BY) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale Sale, to the extent not paid or reimbursed by the Company or the Proposed Transferee.

Tag-Along Rights. (a) So long as this Agreement remains Except for Permitted Transfers, if HEH, at any time or from time to time, in effecta single transaction or series of related transactions occurring within a six-month period, with respect to any proposed Transfer by the AEA Investors of the shares of Company Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether within a longer period if pursuant to a stock salesingle agreement, merger, consolidation, a tender proposes to Transfer 20% or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority more of the outstanding shares of Company Common Stock or (a "Tag-Along Sale"), then each Minority Stockholder shall have the ability right, but not the obligation, to elect or appoint a majority participate in such Tag-Along Sale by selling the number of the members of the Board, all shares of Company Common Stock owned by it as calculated in the following manner. Such shares of Company Common Stock that were acquired by the Minority Stockholders pursuant to the Contribution Agreement and that are owned by the Minority Stockholders or their Affiliates which are Parties to this Agreement are hereinafter referred to as the "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 Tagging Stockholder and (ytransferring Stockholder) in all other cases, a shall not be deemed to be Stockholders' Shares. The maximum number of shares of Company Common Stock up that each Minority Stockholder shall be entitled to include in such Tag-Along Sale (the "Shares Allotment") shall equal the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred pursuant to the transferee Tag-Along Sale or acquiring Person by such greater number of shares that the AEA Investors proposed purchaser in the contemplated AEA Tag-Along Sale shall agree to purchase or otherwise acquire multiplied by (ii) a “Proposed Transferee”)fraction, at the same price per share numerator of which shall equal the number of Stockholders' Shares owned by such Minority Stockholder and upon substantially its Affiliates which are parties to this Agreement on the same terms date of the Sale Notice and conditions the denominator of which shall equal the sum of (including, without limitation, time A) the number of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to owned by HEH and its Affiliates on the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to date of the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on Notice plus the number of shares Transferred Stockholders' Shares owned by each all Minority Stockholders and their Affiliates which are parties to this Agreement on the date of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed TransfereeNotice, without duplication.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect If at any time the Sponsor Group proposes to enter into an agreement to sell or otherwise dispose of for value any proposed Transfer by the AEA Investors of the shares of Company Common Stock held by the AEA Investors to any Person and Stock Equivalents, other than (i) any transfer of Stock to the Company, the Sponsor Group or an Affiliate of AEA any of the foregoing, (ii) any customary syndications of equity by the Sponsor Group within the twelve months after the Closing Date or another AEA Investor (iii) a Public Offering (including the Initial Public Offering) (such sale or other than in an IPO, which shall be subject disposition for value being referred to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an as “AEA Tag-Along Sale”), then the AEA Investors will have the obligation, and Sponsor Group shall afford each member of the Minority Investors will have the rightManagement Stockholder Group who holds Shares or vested Stock Equivalents (each, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (individually, a “Tagging Tag-Along Stockholder” and, collectively, the “Tag-Along Stockholders”) (x) the opportunity to participate proportionately in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) Tag-Along Sale in all other cases, a accordance with this Section 4. The maximum number of shares of Company Common Stock up Shares that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale (such Tag-Along Stockholder’s “Tag-Along Allotment”) shall be equal to the product (rounded up to the nearest whole number) of (ix) the quotient determined by dividing (A) the aggregate number of outstanding Shares owned, or issuable upon exercise of any vested Stock Equivalents that are exercisable (or would become vested and exercisable as a result of the Tag-Along Sale, if any), by such Tag-Along Stockholder as of the close of business on the day immediately prior to the Tag-Along Notice Date (as defined in Section 4(b) hereof) and (y) a fraction, the numerator of which is the number of shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) Stock Equivalents proposed by the Sponsor Group to be transferred pursuant to the Tag-Along Sale and the denominator of which is the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred and Stock Equivalents owned by the Sponsor Group as of the close of business on the day immediately prior to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable outTag-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed TransfereeAlong Notice Date.

Tag-Along Rights. (a) So long Until the Put/Call Effective Date (as this Agreement remains defined in effectSection 11), with respect prior to any proposed Transfer sale by the AEA Investors Company or (except as set forth in Section 3(b)) by the Principal Stockholder or any Permitted Principal Stockholder Transferee (as defined in this Section 3(a)) (a "Prospective Seller") of the shares of Company Common Stock held by or securities representing the AEA Investors right to any Person acquire Common Stock, other than an Affiliate of AEA or another AEA Investor Excluded Transfers (other than as defined in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”Section 11), the AEA Investors will have the obligation, and Prospective Seller shall cause each Securityholder to be given notice of the Minority Investors will have proposed transaction (the right, "Notice of Proposed Issuance"). The Notice of Proposed Issuance shall constitute a right on behalf of each Securityholder to require sell to the proposed transferee purchaser (and the Prospective Seller shall cause the proposed purchaser to honor and fulfill that right), at the same time as the Prospective Seller and (except as set forth below) upon the same terms and conditions as the Prospective Seller is selling shares of Common Stock to the purchaser, the Warrant (or acquiring Person to purchase from each portion thereof) or a number of Warrant Shares, or any combination thereof, then owned by the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) Securityholder, representing in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, aggregate a number of shares of Company Common Stock up (or the right under the Warrant to purchase shares of Common Stock, as applicable) in the aggregate equal to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned proposed to be sold by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock Prospective Seller and (ii) a fraction, of which the total number numerator is the sum of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred Warrant Shares then beneficially owned by each the Securityholder and the number of Warrant Shares then purchasable by the Securityholder pursuant to the unexercised portion of the AEA Investors Warrant owned by the Securityholder and the Tagging Stockholders and are limited to denominator is the lesser sum of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred number of all shares of Common Stock then outstanding and (B) such Tagging Stockholder’s pro rata share the sum of the number of Warrant Shares then beneficially owned by the Securityholder and the number of Warrant Shares then purchasable by the Securityholder. The purchaser shall be entitled to make an appropriate reduction for the aggregate exercise price of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred Warrant or portion thereof sold by the AEA Investors in connection with the AEA Sale a Securityholder pursuant to the extent not paid or reimbursed by the Company or the Proposed Transfereethis Section 3(a).

Tag-Along Rights. (a) So long as this Agreement remains Subject to Section 3.4, following the end of the Lock-Up Period, in effect, connection with respect to any proposed Transfer by the AEA Investors of the shares of Company Common Stock held by the AEA Investors to any Person Mars Snacking other than an Affiliate a Mars Permitted Transfer, in one or a series of AEA or another AEA Investor related transactions (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether including pursuant to a stock sale, merger, consolidation, share exchange, business combination or similar transaction), of any of the issued and outstanding Shares held by Mars Snacking (a tender or exchange offer or any other transaction (any such transaction, an “AEA Tag-Along Sale”), to any Person (who, for the AEA Investors will have the obligationavoidance of doubt, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(bis not a Mars Permitted Transferee) (a “Tag-Along Purchaser”), each Original Rollover Shareholder (in respect of Rollover Shares held in its own name or in the name of any of its Rollover Permitted Transferees) shall have the right in accordance with this Section 3.5 (the “Tag-Along Right”, each such Shareholder whose shares are subject to the Tag-Along Right, a “Tagging StockholderShareholder” and each Tagging Shareholder together with its relevant Associates, a “Tagging Group”) to: (xi) in the case of the first such proposed if Mars Snacking is proposing to Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares Class A Shares that constitute 50% or less of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares then-issued and outstanding Shares, Transfer to the Tag-Along Purchaser the same percentage of Company Common Stock proposed to be directly or indirectly Shares held by the Tagging Group as the percentage of the Class A Shares held by Mars Snacking being Transferred to the transferee Tag-Along Purchaser or acquiring Person (ii) if Mars Snacking is proposing to Transfer a number of Shares that constitutes more than 50% of the total number of then-issued and outstanding Shares, Transfer to the Tag-Along Purchaser all (but not less than all) of the Shares held by the AEA Investors Tagging Group (the Shares with respect to which such Tagging Group has a Tag-Along Right in clauses (i) and (ii), the contemplated AEA Sale (a “Proposed TransfereeTag-Along Shares”), at the same price per share and upon in each case, on substantially the same terms and conditions (includingas those received by Mars Snacking; provided, without limitationthat where the consideration in the Tag-Along Sale consists of or includes securities, time if the issuance of payment and form of consideration) as to be paid by and given such securities to the AEA Investors. In order to be entitled to exercise its right to sell shares Tagging Group would require either a registration statement under the Securities Act, or preparation of Company Common Stock to the Proposed Transferee a disclosure statement pursuant to this Section 2.3Regulation D (or any successor regulation) under the Securities Act or a similar provision of any state securities law or similar Law, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ and such registration statement or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make disclosure statement is not otherwise being prepared in connection with the AEA Sale and only Tag-Along Sale, then, at the option of Mars Snacking, such representations and warranties (and related indemnification) as to its ownership Tagging Group shall receive, in lieu of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; providedsecurities, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect an amount equal to the ownership Fair Market Value of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number such securities in cash. The provisions of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.this Section

Tag-Along Rights. A. If Brentwood Associates Buyout Fund II, L.P. (athe "Partnership") So long or any of its respective Affiliates (as this Agreement remains in effecthereinafter defined) (collectively, with respect the "Selling Group"), at any time or from time to time, enters into an agreement (whether oral or written) to transfer, sell or otherwise dispose of, directly or indirectly (a "Tag-Along Sale"), any proposed Transfer by the AEA Investors of the shares of Company Holdings Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any interest therein, then each other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will Stockholder shall have the right, but not the obligation, to require participate in such Tag-Along Sale (and to displace the proposed transferee or acquiring Person Selling Group to purchase from each the extent of such participation) by selling up to the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Holdings Stock up (the "Stockholders' Allotment") equal to the product (rounded up to the nearest whole number) of (i) the quotient determined total number of shares of Holdings Stock proposed to be sold or otherwise disposed of by dividing the Selling Group in the Tag-Along Sale multiplied by (ii) a fraction, the numerator of which shall equal the aggregate number of shares of Holdings Stock owned by other Stockholders who have elected to participate in such Tag-Along Sale immediately prior to the Tag-Along Sale and the denominator of which shall equal the sum of: (A) the aggregate number of outstanding shares of Company Common Holdings Stock owned by members of the Selling Group who have elected to participate in such Tagging Stockholder by Tag-Along Sale immediately prior to the Tag-Along Sale; and (B) the aggregate number of outstanding shares of Company Common Holdings Stock and (ii) the total number of shares of Company Common Stock proposed owned by other Stockholders who have elected to be directly or indirectly Transferred participate in such Tag-Along Sale, immediately prior to the transferee or acquiring Person Tag-Along Sale. Any such sale by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially any Stockholder shall be on the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA proposed Tag-Along Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common StockSelling Group; provided, however, that all such covenantsselling Stockholders shall share pro rata, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on upon the number of shares Transferred being sold by each of the AEA Investors and the Tagging Stockholders and are limited (i) in any indemnity liabilities to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock proposed transferee or purchaser in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share Tag-Along Sale (other than representations as to unencumbered ownership of and ability to transfer the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.shares being

Tag-Along Rights. (a) So long as this Agreement remains in effectPrior to an Initial Public Offering, with respect to any proposed Transfer by the AEA Investors BLUM and its Affiliates of the shares of Company Common Stock held by the AEA Investors to any Person Xxxson other than an Affiliate of AEA or another AEA Investor BLUM and its Affiliates (each a "Third Party") (other than in an IPOthxx xn a Public Offering, which shall be subject to the Registration Rights Agreement contemplated in Article III hereofIII), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA a "BLUM Sale”"), the AEA Investors BLUM and its Affiliates will have the obligationobligxxxxn, and each of eaxx xf the Minority Investors Non-BLUM Parties will have the right, to require the proposed transferee proposex xxansferee or acquiring Person (a "Proposed Transferee") to purchase from each of the Minority Investors Non-BLUM Parties who exercises its rights under Section 2.3(b2.4(x) (a “"Tagging Stockholder”Securityholder") (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole numbernumber of shares) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder Securityholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), Transferee at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA InvestorsBLUM and/or its Affiliates (as applicable). In order to be entitled xx xntitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.32.4, each Tagging Stockholder Securityholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership BLUM's and/or its Affiliates' Ownership of Company Common Stock) and agreements xxx xgreements as the AEA Investors agree BLUM and/or its Affiliate (as applicable) agrees to make in xx connection with the AEA BLUM Sale and only such representations and warranties (and related rxxxxed indemnification) as to its ownership Ownership of its Company Common Stock as are given by the AEA Investors BLUM and/or its Affiliate (as applicable) with respect to such tx xxch party’s ownership 's Ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the each Tagging Stockholders Securityholder, severally and not jointly jointly, and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferredOwnership, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors BLUM, and its Affiliates and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Securityholders. Xach Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder Securityholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors BLUM and its Affiliates in connection with the AEA BLUM Sale to xx the extent not paid or reimbursed by the Company Coxxxxy or the Proposed Transferee.

Tag-Along Rights. (a) So long as this Agreement remains If at any time the Sponsor Group proposes to enter into an agreement to sell or otherwise dispose of (directly or indirectly) for value any Company Securities, other than (i) a sale or disposition that would trigger piggy-back registration rights under Section 7 hereof, (ii) any direct or indirect Transfer of Stock to another member of the Sponsor Group or an Affiliate thereof, (iii) any Repurchase effected in effect, compliance with respect Section 8 below or (iv) any customary syndications of up to any proposed Transfer 25% of the Company Securities directly or indirectly owned by the AEA Investors of the shares of Company Common Stock held by the AEA Investors Sponsor Group (such sale or other disposition for value being referred to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to as a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Tag-Along Sale”), then, except as provided in Section 4(g), the AEA Investors will have Sponsor Group shall afford each member of each Management Stockholder Group whose Management Stockholder Group holds, in the obligationaggregate, more than 100 Shares and/or vested Stock Equivalents that are exercisable (or would become vested and each exercisable as a result of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(bTag-Along Sale) (each, individually, a “Tagging Tag-Along Stockholder” and, collectively, the “Tag-Along Stockholders”) (x) the opportunity to participate proportionately in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) Tag-Along Sale in all other cases, a accordance with this Section 4. The maximum number of shares of Company Common Stock up Shares that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale (such Tag-Along Stockholder’s “Tag-Along Allotment”) shall be equal to the product (rounded up to the nearest whole number) of (ix) the quotient determined by dividing (A) the aggregate number of outstanding shares Shares owned, or issuable upon exercise of any vested Stock Equivalents that are exercisable (or would become vested and exercisable as a result of the Tag-Along Sale), by such Tag-Along Stockholder as of the close of business on the day immediately prior to the Tag-Along Notice Date (as defined in Section 4(b) hereof) and (y) a fraction, the numerator of which is the number of Company Common Stock owned Securities proposed by such Tagging Stockholder by (B) the aggregate number Sponsor Group to be Transferred directly or indirectly pursuant to the Tag-Along Sale and the denominator of outstanding shares of Company Common Stock and (ii) which is the total number of shares of Company Common Stock proposed to be Securities directly or indirectly Transferred owned by the Sponsor Group as of the close of business on the day immediately prior to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable outTag-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed TransfereeAlong Notice Date.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect to any proposed Transfer by the AEA Investors No member of the Lehman Group shall sell or otherwise dispose of shares of Company Common Stock held by the AEA Investors Xxxxx to any Person other than an Affiliate of AEA or another AEA Investor Persons (other than in a Permitted Transferee of the Lehman Group) (the "Third Parties"), unless the terms and conditixxx xx such sale or other disposition to such Third Parties shall include an IPO, which shall be offer to each Holder who at such time owns any shares of Common Stock subject to this Agreement (the Registration Rights Agreement contemplated in Article III hereof)"Tag-Along Offerees") to include, whether pursuant to a stock saleat the option of each Tag-Along Offeree, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case sale or other disposition to the Third Parties such number of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder Tag-Along Offeree determined in accordance with this Section 3.01. The members of the Lehman Group proposing to effect such sale or other disposition (xxx "Xransferors") shall send a written notice (the "Tag- Along Notice") to each Tag-Along Offeree setting forth the maximum number of shares of Common Stock the Third Party is willing to purchase or otherwise acquire, along with the price and (y) in all the other casesterms and conditions of the Third Party offer. At any time within 30 days after the date the Tag-Along Notice is received by each Tag-Along Offeree, such Tag-Along Offeree may exercise its option to sell a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder Tag-Along Offeree determined in accordance with the provisions of this Section 3.01 by furnishing written notice of such acceptance (Bthe "Tag-Along Acceptance Notice") to the aggregate number of outstanding shares of Company Common Stock and Transferors (ii) which Tag- Along Acceptance Notice shall set forth the total maximum number of shares of Company Common Stock proposed that such Tag-Along Offeree wishes to sell or otherwise dispose of to the Third Party) and delivering to the Transferors the certificate or certificates representing the maximum number of shares of Common Stock to be directly sold or indirectly Transferred otherwise disposed of pursuant to such offer by such Tag-Along Offeree, together with a limited power-of-attorney authorizing the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right Transferors to sell or otherwise dispose of such shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3Third Parties as part of such proposed sale or other disposition, each Tagging Stockholder must agree to make all in a form reasonably satisfactory to the Proposed Transferee Transferor and the same covenantsThird Parties. Notwithstanding anything to the contrary, indemnities (with respect Section 3.01 shall not apply to all matters other than the AEA Investors’ any sale of shares of Common Stock by Lehman Brothers Merchant Banking Partners or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership Affiliates pursuxxx xx a syndication of its equity interest in the Company Common Stock as are given by during the AEA Investors with respect to such party’s ownership of Company Common Stock; providedsix-month period commencing from and after the Effective Time, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and provided that the liabilities thereunder (other than with respect to the ownership aggregate amount of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent sales do not paid or reimbursed by the Company or the Proposed Transfereeexceed $100 million.

Tag-Along Rights. (a) So long as this Agreement remains If prior to a Public Offering any of NCP-SBG or its Affiliates desire to transfer in effect, with respect to any proposed Transfer by the AEA Investors excess of 10% of the shares maximum amount of Company Common Stock held ever owned in the aggregate by NCP-SBG and its Affiliates (the AEA Investors "Tag- Along Minimum"), to any a Person other than who is not an Affiliate of AEA NCP-SBG (a "Tag-Along Buyer"), on a cumulative basis, in one or another AEA Investor a series of transactions, then NCP-SBG shall deliver written notice (a "Tag-Along Notice") to the Company and the other than in an IPOStockholders, which notice shall be subject state (i) the name and address of the Tag-Along Buyer, (ii) the per share amount (the "Tag-Along Price") and form of consideration NCP-SBG proposes to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligationreceive for its shares of Common Stock, and each of (iii) the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up NCP-SBG proposes to sell (the "Tag-Along Shares") and shall be accompanied by drafts of purchase and sale documentation (the "Tag-Along Purchase Agreement") setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer (the "Tag-Along Terms"). During the 15 Business Day period following receipt of such notice by the Company and the other Stockholders, the other Stockholders shall have the right (a "Tag-Along Right"), exercised by delivery of a written notice to NCP-SBG and the Company, to participate in such sale to the product (rounded up Tag-Along Buyer on and subject to the nearest whole number) of (i) same price, terms and conditions offered to NCP-SBG, on a pro rata basis determined as the quotient determined obtained by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned then held by each Stockholder so electing to sell (each such Tagging Stockholder Person, an "Accepting Stockholder") by (B) the aggregate number of outstanding shares of Company Common Stock then held by NCP-SBG and (ii) Affiliates and by all of the total number of Accepting Stockholders who are transferring shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by Tag-Along Buyer. If the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given Tag-Along Right shall not have been exercised prior to the AEA Investors. In order expiration of the 15 Business Day period, then at any time during the 90 days following the expiration of the 15 Business Day period, subject to be entitled to exercise its right to sell shares of Company Common Stock extension for not more than an additional 60 days to the Proposed Transferee pursuant extent reasonably required to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (comply with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make applicable laws in connection with such sale, NCP-SBG and its Affiliates may sell the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect Tag- Along Shares to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based Tag-Along Buyer at the Tag-Along Price and on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA SaleTag-Along Terms. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable outUpon request from NCP-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by SBG, the Company or the Proposed Transfereewill provide NCP-SBG with a Stockholder List.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect If First Reserve wishes to any proposed Transfer by the AEA Investors of the shares of Company Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidationregistered offering, a tender or exchange offer or any other transaction (any such transactionTransfer pursuant to Rule 144, an “AEA Sale”), a Transfer by First Reserve with the AEA Investors will have the obligation, and each approval of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the BoardBoard not affiliated with First Reserve or a Transfer by First Reserve or an FRC Affiliate to any other FRC Affiliate, all shares to the partners of First Reserve or to Company employees, then First Reserve shall deliver a notice (the “Tag-Along Notice”) to the Management Stockholder which shall state First Reserve’s intention to sell Common Stock owned by to one or more persons, the amount of Common Stock to be sold, the purchase price therefor, and a summary of the other material terms of the proposed Transfer. Subject to the terms and conditions of this Article 2, the Management Stockholder shall have the right, exercisable upon written notice to First Reserve within ten (10) days after receipt of the Tag-Along Notice, to participate in such Tagging Stockholder sale of Common Stock on the same terms and (y) conditions as set forth in all other casesthe Tag-Along Notice, a up to the total number of shares of Company Common Stock up equal to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (iia) the total number of shares of Company Common Stock proposed included in the Tag-Along Notice; multiplied by (b) a quotient found by dividing the total number of shares of Common Stock owned by the Management Stockholder (including any shares of Common Stock the Management Stockholder is entitled to be directly acquire under any unexercised portion of an option or indirectly Transferred other right, to the transferee extent such options or acquiring Person other rights are then exercisable or would become exercisable as a result of the consummation of the proposed transaction) by the AEA Investors total number of shares of Common Stock owned by First Reserve, the Management Stockholder, and all stockholders that are participating in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time sale of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3similar tag-along rights; provided that, each Tagging if the Management Stockholder must agree (i) is required to make to the Proposed Transferee the same covenants, provide any representations or indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder Transfer (other than with respect representations and indemnities concerning title and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement), liability for misrepresentation or indemnity shall (as to the ownership of each Management Stockholder) be expressly stated to be several but not joint and the Management Stockholder shall not be liable for more than the Management Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis share (based on the number of shares of Common Stock being Transferred by each of the AEA Investors all stockholders and the Tagging Stockholders number of shares of Common Stock being Transferred by the Management Stockholder) of any liability for misrepresentation or indemnity; and are limited provided, further, that the Management Stockholder shall be obligated to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pay only its pro rata share (based on the number of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in being Transferred by all stockholders and the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share number of the reasonable out-of-pocket costs incurred shares of Common Stock being Transferred by the AEA Investors Management Stockholder) of expenses incurred in connection with a consummated sale pursuant to this Article 2. To the AEA Sale extent any such stockholders exercise such right of participation (each such stockholder, a “Participating Stockholder”), the number of shares of Common Stock that First Reserve may sell in the transaction shall be correspondingly reduced by the aggregate number of shares included in the transaction by all Participating Stockholders. The Management Stockholder shall effect the Management Stockholder’s participation in the sale by promptly delivering to First Reserve for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of Common Stock which the Management Stockholder elects to sell. Upon the consummation of a Transfer pursuant to this Article 2, all of the participants therein will receive the same form and amount of consideration per share. If a Transfer proposed pursuant to this Article 2 is not consummated and the Management Stockholder had elected to participate in such Transfer, the Company (or its designated agent) shall notify the Management Stockholder, and return to the Management Stockholder, to the extent not paid or reimbursed by previously provided, all certificates representing shares of Common Stock that the Company or the Proposed TransfereeManagement Stockholder had delivered.

Tag-Along Rights. In the event that a Transferor proposes, in ---------------- a single transaction or series of related transactions, to Transfer for value Common Stock and/or Common Stock Equivalents representing (aalone or together with Common Stock and/or Common Stock Equivalents to be Transferred by other Transferors in such transaction or series of related transactions) So long as this Agreement remains at least five percent (5%) of the Fully-Diluted Common Stock, then the Transferor's Notice delivered pursuant to Section 4.2 hereof shall also state (the "Participation ----------- ------------- Offer") that, in effectlieu of exercising the Second Option, with respect each Option Holder may ----- request to any have included in the proposed Transfer by the AEA Investors such Option Holder's pro rata portion of the shares of Company Common Stock held by the AEA Investors and/or Common Stock Equivalents to any Person other than an Affiliate of AEA or another AEA Investor be Transferred (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares of Common Stock and/or Common Stock Equivalents held by the Transferor and any Option Holders exercising tag- along rights under this Section 4.3 ) at the same per share price and for the ----------- same consideration that the Transferor proposes to sell the Common Stock and/or Common Stock Equivalents to be Transferred (it being understood that the price to be paid for any Common Stock Equivalents will be based on the per share price to be paid for the Common Stock less the exercise price or any other amount payable upon exercise or conversion then applicable to such Common Stock Equivalents). The Participation Offer shall be conditioned upon the execution and delivery by each Option Holder that accepts the Participation Offer of all agreements and other documents as the AEA Investors Transferor is required to execute and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors deliver in connection with such proposed Transfer, reflecting the AEA Sale same per share price and other terms as for the Transferor. If the First Option and/or Second Option is not exercised with respect to all the securities proposed to be transferred by the Transferor and any Option Holder shall accept the Participation Offer, the Transferor shall reduce, to the extent not paid or reimbursed necessary, the number of shares of Common Stock and Common Stock Equivalents it otherwise would have sold in the proposed Transfer so as to permit those Option Holders who have accepted the Participation Offer to sell the number of shares of Common Stock and/or Common Stock Equivalents, if applicable, that they are entitled to sell under this Section 4.3, and the ----------- Transferor and such Option Holders shall transfer the number of shares of Common Stock and/or, if applicable, Common Stock Equivalents specified in the Participation Offer to the proposed transferee in accordance with the terms of such Participation Offer. Notwithstanding the foregoing, if the transferee refuses to purchase any Common Stock and/or Common Stock Equivalents, if applicable, proposed to be sold by each Option Holder that accepts the Company or Participation Offer, the Proposed TransfereeTransferor shall be prohibited from consummating the Transfer in respect of which the Participation Offer was made.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect to any proposed Transfer by the AEA Investors Xxxxxx of the shares of Company Common Stock held by the AEA Investors to any Person other than not an Affiliate of AEA or another AEA Investor (Xxxxxx, other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof)a Public Offering, whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other a similar transaction (any such transaction, an “AEA a "Xxxxxx Sale”"), the AEA Investors Xxxxxx will have the obligation, and each of the Minority Investors Corning and its Permitted Transferees will have the right, to require the proposed transferee Transferee or acquiring Person to purchase from each of the Minority Investors Corning and its Permitted Transferees who exercises its rights under Section 2.3(b2.4(b) (a “"Tagging Stockholder”") (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock owned by Xxxxxx, the Tagging Stockholder and any other Stockholder entitled to participate in such transaction, and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee Transferee or acquiring Person by the AEA Investors in the contemplated AEA Xxxxxx Sale (a “"Proposed Transferee”"), at the same price per share of Common Stock and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In Xxxxxx; provided, that in order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.32.4, each Tagging Stockholder must agree to make to the Proposed Transferee the same representations, warranties, covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree Xxxxxx agrees to make in connection with the AEA Sale proposed Xxxxxx Sale; and only such representations and provided, further, that no Tagging Stockholder shall be required to make representations, warranties (and related indemnification) as or covenants or provide indemnification with respect to any matter other than its ownership of its Company the shares of Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number its ability to transfer such shares free and clear of shares Transferred by each of the AEA Investors all encumbrances and the Tagging Stockholders its authority and are limited due authorization to the lesser of (A) the net proceeds actually received by transfer such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Saleshares. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Xxxxxx Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect to any proposed Transfer by the AEA Investors KKR Fund or any of its Affiliates (collectively, the "Selling Partnership") of shares of Company Common Stock held by the AEA Investors to any Person other than not an Affiliate of AEA or another AEA Investor (the KKR Fund, other than (i) in an IPOa Public Offering, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether (ii) pursuant to a stock salebona fide sale to the public pursuant to Rule 144 under the Securities Act, merger(iii) pursuant to a distribution to the limited partners of the KKR Fund or (iv) pursuant to any agreement or plan of merger or combination, consolidation, a including any tender or exchange offer or any other transaction in respect thereof, that is approved by the Board and that provides for equal treatment of all outstanding shares of Common Stock (any such transaction, an “AEA a "Proposed Sale”"), the AEA Investors Lisco and each Permitted Transferee will have the obligation, and each of the Minority Investors will have the right, right to require the proposed transferee Transferee or acquiring Person to purchase from Lisco and each of the Minority Investors Permitted Transferee who exercises its rights under this Section 2.3(b) (a “Tagging Stockholder”) (x2.3(a) in accordance with this Section 2.3 (collectively, the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such "Tagging Stockholder and (yStockholders") in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such the Tagging Stockholder Stockholders by (B) the aggregate number of outstanding shares of Company Common Stock owned by the KKR Fund and its Affiliates and the Tagging Stockholders and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Proposed Sale (a “"Proposed Transferee”"), at the same price per share of Common Stock and upon substantially the same terms and conditions (including, without limitation, time of payment and payment, form of considerationconsideration and adjustments to purchase price) as to be paid by and given to the AEA Investors. In Selling Partnership; provided that in order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must (x) shall agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements covenants as the AEA Investors agree Selling Partnership agrees to make in connection with the AEA Proposed Sale and only (y) shall make such representations and warranties (as the Selling Partnership makes. Each Tagging Stockholder will be responsible for funding its proportionate share of any escrow arrangements in connection with the Proposed Sale and related indemnification) as to for its ownership proportionate share of its Company Common Stock as any withdrawals therefrom, including without limitation any such withdrawals that are given by the AEA Investors made with respect to such party’s ownership claims arising out of Company Common Stock; providedagreements, however, that all such covenants, indemnities and agreements shall be representations, warranties or other provisions relating the Proposed Sale that were not made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable fees, commissions and other out-of-pocket costs incurred by expenses (collectively, "Costs") of the AEA Investors in connection with the AEA Proposed Sale to the extent not paid or reimbursed by the Company or Company, the Proposed TransfereeTransferee or another Person (other than the Selling Partnership). The Selling Partnership shall be entitled to estimate the Tagging Stockholders' proportionate share of such Costs and to withhold such amounts from payments to be made to the Tagging Stockholder at the time of closing of such Proposed Sale; provided that (i) such estimate shall not preclude the Selling Partnership from recovering additional amounts from the Tagging Stockholder in respect of such Tagging Stockholder's proportionate share of such Costs and (ii) the Selling Partnership shall reimburse the Tagging Stockholder to the extent actual amounts are ultimately less than the estimated amounts or any such amounts are paid by the Company, the Proposed Transferee or another Person (other than the Selling Partnership).

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect If at any time Gazit-Globe or any affiliate thereof agrees to sell any of its Shares of any class to any proposed Transfer by the AEA Investors of the shares of Company Common Stock held by the AEA Investors third party, Gazit-Globe shall not complete, or permit such affiliate thereof to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPOcomplete, such sale unless such third party offers, which offer shall be remain irrevocable for a period of at least five business days (subject to the Registration Rights Agreement contemplated in last paragraph of this Article III hereof2.01), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises Xxxxx-Xxxx and its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investorsaffiliates, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions applicable to the sale by Gazit-Globe or such affiliate thereof, the same proportion, (including, without limitation, time rounded to the nearest whole number of payment Shares) of Xxxxx-Xxxx’x and form its affiliates’ Shares of consideration) as that class which the number of Shares of that class agreed to be paid sold by Gazit-Globe or such affiliate thereof to such third party is of the aggregate number of Shares of that class held by Gazit-Globe and given its affiliates at the date of such agreement. The foregoing provision shall not apply to (i) any sale of Shares of any class (“Sale”) through the facilities of The Toronto Stock Exchange which, when added to the AEA Investors. In order to be entitled to exercise aggregate number of Shares of that class sold by Gazit-Globe and its right to sell shares affiliates through the facilities of Company Common Stock to the Proposed Transferee Exchange during the preceding 12-month period, does not exceed 5% of the total number of Shares of that class issued and outstanding at the date of such Sale, (ii) any Sale pursuant to this Section 2.3any formal take-over bid as such term is defined in the the Securities Act (Ontario), each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities or (with respect to all matters other than the AEA Investors’ iii) any Shares pledged by Gazit-Globe or other Tagging Stockholders’ ownership of Company Common Stock) and agreements any affiliate thereof as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as security for a bona fide loan that are given foreclosed upon or sold by the AEA Investors lender with respect to such party’s ownership loan. A change in control of Company Common Stockan affiliate of Gazit-Globe that holds Shares will be considered a sale of such Shares (a “Deemed Gazit-Globe Sale”) that is subject to this Article 2.01, such that Xxxxx-Xxxx shall be entitled to sell Shares as if Gazit-Globe had sold the Shares held by the affiliate the control over which is to be changed. If such affiliate has assets and/or liabilities in addition to Shares (such that the sale price of the interests in such affiliate may not be determinative of the sale price of the Shares held by such affiliate), then the price per Share applicable to the Deemed Sale for purposes of this Article 2.01 shall be as mutually agreed by the parties hereto in good faith; provided, howeverthat if the parties hereto are unable to agree on such price per Share within the five business day period during which the third party offers to purchase such Shares, that all such covenants, indemnities and agreements the price per Share shall be made determined by an independent investment bank mutually agreed upon by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock parties hereto in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed Transfereegood faith.

Tag-Along Rights. (a) So long as this Agreement remains in If at any time prior to the third anniversary of the Issuance Date any Principal Shareholder or any Related Party thereof (each a "Tag-Along Seller") shall enter into an agreement to effect, with respect or effect or propose to effect, any proposed Transfer by the AEA Investors of the shares of Company Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender transfer or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each disposition of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and Principal Shareholder or Related Party to any other Person (y) a "Tag-Along Sale"), each Holder of Warrants or Warrant Stock shall have the right, but not the obligation, to participate in all other cases, a such Tag-Along Sale by selling up to the number of shares (on an aggregate basis) of Company Common Warrant Stock up issued upon exercise of Warrants equal to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares (on an aggregate basis) of Company Common Stock proposed to be directly or indirectly Transferred sold in the proposed Tag-Along Sale multiplied by (ii) a fraction, the numerator of which is equal to the transferee or acquiring Person number of shares (on an aggregate basis) of Warrant Stock owned by such Holder immediately prior to such Tag-Along Sale, and the denominator of which is equal to (A) the number of shares (on an aggregate basis) of Common Stock (and Common Stock then issuable under Options and Convertible Securities) owned by the AEA Investors Tag-Along Seller immediately prior to such Tag-Along Sale plus (B) the number of shares (on an aggregate basis) of Warrant Stock owned by such Holder together with the number of shares (on an aggregate basis) of Common Stock (and Common Stock then issuable under Options and Convertible Securities) owned by any holder thereof who has similar "tag-along" rights and elects to exercise such rights in connection with the contemplated AEA Sale (a “Proposed Transferee”)Tag-Along Sale, at in each case immediately prior to the same price per share and upon substantially Tag-Along Sale. Any such sales by such Holder shall be on the same terms and conditions (includingas the proposed Tag-Along Sale by the Tag-Along Seller, without limitation, time of payment and form of consideration) as to except such Holder shall not be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree required to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ any representations or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the (x) its title to and ownership of each Stockholder’s the shares being transferredof Warrant Stock to be sold by it in such Tag-Along Sale, which shall be several obligations(y) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors such Holder's power and the Tagging Stockholders and are limited authority to the lesser of (A) the net proceeds actually received by effect such Tagging Stockholder for such Transferred shares transfer and (Bz) such Tagging Stockholder’s pro rata share matters pertaining to compliance with securities law Warrant Agreement as the transferee of such Warrant Stock may reasonably require. As a condition to participating in such Tag-Along Sale, any “cap” on indemnification obligations of the Stockholders selling shares of Company such Holder proposing to sell Warrant Stock in such sale must exercise its Warrants to acquire Common Stock representing such Warrant Stock. No Person shall have the right to sell Warrants in the AEA any Tag-Along Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.

Tag-Along Rights. (a) So long as this Agreement remains shall remain in effect, with respect to any proposed Transfer by the AEA Investors Blackstone of the shares of Company Common Stock held by the AEA Investors to any Person (other than to an Affiliate of AEA or another AEA Investor (other than in an IPOBlackstone, which shall be subject to the Registration Rights Agreement contemplated in Article III hereofincluding any of its partners), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will Blackstone shall have the obligation, and each of the Minority Investors will other Stockholder shall have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its Stockholder having and exercising such right (each, including any Person having similar rights under Section 2.3(b) (pursuant to any other agreement, a “"Tagging Stockholder”") (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company 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 outstanding shares of Company Common Stock beneficially owned on a fully diluted basis by Blackstone and all Tagging Stockholders and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”)Transfer, and at the same price per share of Common Stock and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In Blackstone; provided that in order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee proposed transferee pursuant to this Section 2.33.5(a), each a Tagging Stockholder must agree to make to the Proposed Transferee transferee the same representations, warranties, covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree Blackstone agrees to make in connection with the AEA Sale and only such proposed Transfer of the shares of Common Stock of Blackstone (except that in the case of representations and warranties (pertaining specifically to Blackstone a Tagging Stockholder shall make the comparable representations and related indemnification) as warranties pertaining specifically to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stockitself); provided, however, and provided further that all such covenantsrepresentations, warranties and indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities liability of Blackstone and the Tagging Stockholders thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne by each such Stockholder on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are be limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for in such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed TransfereeTransfer.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect In the event that then Stockholders which are not Newbridge (the "Non-Newbridge Stockholders") desire to any proposed Transfer by the AEA Investors make a Disposition of the shares of Company their Issued Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock saleListed Third Party in a single transaction or series of related transactions, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will Newbridge shall have the right, but not the obligation (the "Tag-Along Right"), to require the proposed transferee or acquiring Person Non-Newbridge Stockholders to purchase from each require the Listed Third Party to acquire one hundred percent (100%) of the Minority Investors who exercises its rights under Section 2.3(bIssued Common Stock and to sell to the proposed purchaser or purchasers, at the price and on the other material terms established by the Non-Newbridge Stockholders for such Disposition, either (i) (a “Tagging Stockholder”) (x) in the case all of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Issued Common Stock owned by such Tagging Stockholder and Newbridge or (yii) in all other cases, a that number of shares of Company Issued Common Stock up to (or if such number is not an integral number, the next integral number which is greater than such number) which shall be the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Issued Common Stock proposed owned by Newbridge, and (B) a fraction, the numerator of which shall be the number of shares of Issued Common Stock to be directly or indirectly Transferred sold by the Non-Newbridge Stockholders and the denominator of which shall be the total number of shares of Issued Common Stock owned by the Non-Newbridge Stockholders. The Issued Common Stock held by Newbridge to be sold hereunder to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially Listed Third Party shall be sold on the same terms and conditions (includingas those applicable to the Non-Newbridge Stockholders, without limitation, including the time of payment and sale, form of consideration) as consideration and per share price. Newbridge's failure to be paid by and given to exercise rights under this Section 5.4 shall result in exclusion from sale in the AEA Investorstransaction. In order to be entitled If Newbridge desires to exercise its right rights under this Section 5.4, such Person shall give written notice thereof to sell shares the Non-Newbridge Stockholders no later than fifteen (15) days after receipt of Company notice provided by the Non-Newbridge Stockholder. If Newbridge desires to exercise its rights under this Section 5.4, it shall promptly take all necessary steps to effectuate the sale of the Issued Common Stock to covered thereby, including, but not limited to, the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership furnishing of Company Common Stock) and agreements as the AEA Investors agree to make information customarily provided in connection with such a sale and the AEA Sale execution of such sales and only other transfer documents with such representations representations, warranties, agreements, covenants and warranties (and related indemnification) indemnities as may reasonably be required. All references to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements "sell" herein shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect deemed to the ownership include transfer, dispose of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock or otherwise convey in the AEA Sale. Each Tagging Stockholder will manner in which such Disposition is proposed to be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed Transfereemade.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect to any proposed Transfer by If Stockholders ("the AEA Investors of the shares of Company Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(bSelling Stockholders") (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, are transferring a number of shares of Stock equal to 50% or more of the then outstanding shares of Stock (on an As-Converted Basis) in a single transaction or a series of transactions to a third party (a "Third Party Purchaser"), then each of the RWBS Holders (the "Tag-Along Rightholders") shall have the right to sell to the Third Party Purchaser, upon the terms and conditions set forth in the notice to the Company Common Stock provided for in (ii) below, up to the product that percentage of shares of Stock (rounded up on an As-Converted Basis) held by such Tag-Along Rightholder as is equal to the nearest whole number) of that percentage determined by dividing (i) the quotient determined by dividing (A) the aggregate total number of outstanding shares of Company Common Stock owned (on an As-Converted Basis) proposed to be transferred by such Tagging Stockholder Selling Stockholders by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to (on an As-Converted Basis) then outstanding (the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale quotient of (a “Proposed Transferee”i) and (ii), at being the same price per share and upon substantially the same terms and conditions (including, without limitation, time "Percentage of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common StockOffered Securities"); provided, however, that all such covenants, indemnities and agreements the total number of shares of Stock (on an As-Converted Basis)a Tag-Along Rightholder shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect entitled to the ownership of each Stockholder’s shares being transferred, which sell shall be several obligations) shall be borne on a pro rata basis based on inclusive of the number of shares Transferred of Stock proposed to be sold by each such RWBS Holder if also acting in the capacity of a Selling Stockholder. The RWBS Holders may allocate their tag-along rights pursuant to this Section 4.2 among themselves by mutual agreement; provided the Tag-Along Rightholders shall not be entitled pursuant to this Section 4.2 to sell to a Third Party Purchaser a greater number of shares of Stock than the number of shares of Stock collectively held by the Tag-Along Rightholders multiplied by the Percentage of Offered Securities. The Selling Stockholders and the Tag-Along Rightholders shall effect the sale of the AEA Investors Offered Securities as follows: the Tag-Along Rightholders shall sell up to the number of Offered Securities permitted to be sold pursuant to this Section 4.2 and the Tagging Stockholders and are limited number of Offered Securities to be sold to the lesser of (A) Third Party Purchaser shall be reduced pro-rata among the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed TransfereeSelling Shareholders.

Tag-Along Rights. (a) So long as this Agreement remains in effect, Except with respect to any proposed Transfer by the AEA Investors of the shares of Company Common Stock held by the AEA Investors Transfers to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to Section 4.1 (b). if one or more Stockholders propose to sell (collectively, the “Initiating Sellers”) to a stock sale, merger, consolidation, purchaser or related group of purchasers any Stock (the “Tag-Along Stock’’) (whether in one transaction or in a tender or exchange offer or any other transaction series of related transactions) (any such transaction, an a “AEA Tag-Along Sale”), the AEA Investors will have the obligation, and then each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) other Stockholder (a “Tagging StockholderNon-initiating Seller”) (x) may elect to participate in the case of Tag-Along Sale by delivering written notice to the first such proposed Transfer Company and the Initiating Sellers within ten (10) days following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned receipt by such Tagging Stockholder Non-Initiating Seller of notice of such Tag-Along Sale. Each Non-Initiating Seller that makes such election shall be entitled to sell, at the same price and (y) in all other caseson the same terms as the Initiating Sellers, a number of shares of Company Common Tag-Along Stock up equal to the product (rounded up to the nearest whole number) of (ia) the quotient number determined by dividing the number of shares of Tag-Along Stock (Aon an as-converted to Common Stock basis, if applicable) owned by such Non-Initiating Seller, by the aggregate number of shares of Tag-Along Stock (on an as-conve1ted to Common Stock basis, if applicable) outstanding at such time and (b) the aggregate number of outstanding shares of Company Tag-Along Stock (on an as-converted to Common Stock owned by such Tagging Stockholder by (Bbasis, if applicable) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person sold by the AEA Investors all parties in the contemplated AEA Sale (such Tag-Along Sale. If a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee Non-Initiating Seller exercises rights pursuant to this Section 2.35.3, each Tagging Stockholder must agree such Non-Initiating Seller shall be required as a condition of such exercise (and shall be entitled) to make sell the same proportionate amount of any other Tag-Along Stock that the Initiating Sellers sell to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make purchasers in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Tag-Along Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.Initials: ___/___/___/___

Tag-Along Rights. (a) So long as this Agreement remains If prior to a Public Offering any of NCP-SBG or its Affiliates desire to transfer in effect, with respect to any proposed Transfer by the AEA Investors excess of 10% of the shares maximum amount of Company Common Stock held ever owned in the aggregate by NCP-SBG and its Affiliates (the AEA Investors "Tag-Along Minimum"), to any a Person other than who is not an Affiliate of AEA NCP-SBG (a "Tag-Along Buyer"), on a cumulative basis, in one or another AEA Investor a series of transactions, then NCP-SBG shall deliver written notice (a "Tag-Along Notice") to the Company and the other than in an IPOStockholders, which notice shall be subject state (i) the name and address of the Tag-Along Buyer, (ii) the per share amount (the "Tag-Along Price") and form of consideration NCP-SBG proposes to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligationreceive for its shares of Common Stock, and each of (iii) the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up NCP-SBG proposes to sell (the "Tag-Along Shares") and shall be accompanied by drafts of purchase and sale documentation (the "Tag-Along Purchase Agreement") setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer (the "Tag-Along Terms"). During the 15 Business Day period following receipt of such notice by the Company and the other Stockholders, the other Stockholders shall have the right (a "Tag-Along Right"), exercised by delivery of a written notice to NCP-SBG and the Company, to participate in such sale to the product (rounded up Tag- Along Buyer on and subject to the nearest whole number) of (i) same price, terms and conditions offered to NCP-SBG, on a pro rata basis determined as the quotient determined obtained by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned then held by each Stockholder so electing to sell (each such Tagging Stockholder Person, an "Accepting Stockholder") by (B) the aggregate number of outstanding shares of Company Common Stock then held by NCP-SBG and (ii) Affiliates and by all of the total number of Accepting Stockholders who are transferring shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by Tag-Along Buyer. If the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given Tag-Along Right shall not have been exercised prior to the AEA Investors. In order expiration of the 15 Business Day period, then at any time during the 90 days following the expiration of the 15 Business Day period, subject to be entitled to exercise its right to sell shares of Company Common Stock extension for not more than an additional 60 days to the Proposed Transferee pursuant extent reasonably required to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (comply with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make applicable laws in connection with such sale, NCP-SBG and its Affiliates may sell the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect Tag-Along Shares to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based Tag-Along Buyer at the Tag-Along Price and on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA SaleTag-Along Terms. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable outUpon request from NCP-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by SBG, the Company or the Proposed Transfereewill provide NCP-SBG with a Stockholder List.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect to any proposed Transfer by the AEA Investors Holdings, or any Person to whom Holdings assigns its rights in accordance with Section 5.5, of the shares of Company Common Stock held by the AEA Investors to any Person other than not an Affiliate of AEA or another AEA Investor (Holdings, other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof)a Public Offering, whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other a similar transaction (any such transaction, an “AEA a "Holdings Sale”"), the AEA Investors Holdings will have the obligation, and each of the Minority Investors Xxxxxx Investor will have the right, to require the proposed transferee Transferee or acquiring Person to purchase from each of the Minority Investors Xxxxxx Investor who exercises its rights under Section 2.3(b3.4(b) (a “"Tagging Stockholder”") (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock owned by Holdings, the Tagging Stockholder and any other Stockholder entitled to participate in such transaction, and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee Transferee or acquiring Person by the AEA Investors in the contemplated AEA Holdings Sale (a “"Proposed Transferee”"), at the same price per share of Common Stock and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In Holdings; provided, that in order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.33.4, each Tagging Stockholder must agree to make to the Proposed Transferee substantially the same representations, warranties, covenants, proportionate indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree Holdings agrees to make in connection with the AEA Sale and only proposed Holdings Sale, provided that such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; providedrepresentations, howeverwarranties, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by of the AEA Investors in connection with the AEA Holdings Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee, provided that such costs shall exclude fees paid to Holdings and/or its affiliates.

Tag-Along Rights. (ai) So long as this Agreement remains in effect, with respect The Company hereby agrees to any proposed Transfer by obtain the AEA Investors following tag-along rights for the benefit of the Optionee: Prior to the consummation of an Initial Public Offering, if (i) either Cerberus Capital Management, L.P. and its affiliates (“Cerberus”) or General Atlantic Partners 76, L.P. and its affiliates (“GA”) propose to sell its shares of common stock of the Company Common Stock held by (or securities convertible into shares of common stock of the AEA Investors Company), representing at least 15% of all of the then outstanding shares of common stock of the Company, on a fully-diluted basis, to any Person other than an Affiliate of AEA a third-party purchaser or another AEA Investor acquirer (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender Cerberus or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(bGA) (a “Tagging StockholderThird Party Buyer”), in a single transaction or series of related transactions (a “Tag-along Transaction”), and (ii) to the extent that either Cerberus or GA is entitled to exercise its drag-along right pursuant to the terms of Section 10(a) hereof in connection therewith, it does not elect to do so, the Optionee shall have the right (subject to the provisions of this Section 10(b)) to require the Third Party Buyer in the Tag-along Transaction to purchase from the Optionee, on the same terms and subject to the same conditions and at the same price at which Cerberus or GA (as applicable, the “Initiating Seller”) (x) is selling its shares in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other casesTag-along Transaction, a number of shares of Company Common Stock up equal to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person common stock being purchased by the AEA Investors Third Party Buyer in the contemplated AEA Sale Tag-along Transaction, multiplied by (ii) a “Proposed Transferee”)fraction, at (A) the same price per share and upon substantially the same terms and conditions (including, without limitation, time numerator of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on is the number of shares Transferred of common stock owned by each of the AEA Investors and Optionee and/or subject to vested Options held by the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares Optionee and (B) such Tagging Stockholder’s pro rata share the denominator of any “cap” which is the total number of shares owned on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable outa fully-of-pocket costs incurred diluted basis, by the AEA Investors Initiating Sellers, the Optionee and any other persons entitled to assert tag-along or analogous rights in connection with such Tag-along Transaction; provided that the AEA Sale Optionee shall execute such agreements or other documents and to take such other actions as may be reasonably necessary to effect such sale. Notwithstanding any provision contained herein to the extent contrary, the tag-along right set forth in this Section 10(b) shall not paid or reimbursed by be exercisable in the Company or event that the Proposed TransfereeTag-along Transaction results in a Change in Control. In such event, Section 5 hereof shall apply to such Tag-along Transaction.

Tag-Along Rights. (a) So long as this Agreement remains shall remain in effect, unless (x) a Public Offering of Common Stock shall have occurred or (y) Vestar and its Affiliates, but not any other Permitted Transferee of any thereof, beneficially own on a fully diluted basis an aggregate number of shares of Common Stock less than one-third (1/3) of the number of shares of Common Stock beneficially owned on a fully diluted basis by Vestar on the date of its execution and delivery of this Agreement, with respect to any proposed Transfer by the AEA Investors any of the shares Vestar and its Affiliates (but not any other Permitted Transferee of Company any thereof) (in such capacity, a "Transferring Stockholder") of Common Stock held by the AEA Investors to any Person Stock, other than an Affiliate of AEA or another AEA Investor (other than as provided in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”)Sections 3.2 and 3.6, the AEA Investors will Transferring Stockholder shall have the obligation, and each of the Minority Investors will other Stockholder and its Permitted Transferees shall have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises Stockholder and its rights under Section 2.3(b) Permitted Transferees having and exercising such right (a “Tagging Stockholder”"TAGGING STOCKHOLDER") (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock beneficially owned on a fully diluted basis by such Tagging Stockholder and sought by (B) the Tagging Stockholder to be included in the contemplated Transfer by the aggregate number of outstanding shares of Company Common Stock beneficially owned on a fully diluted basis by the Transferring Stockholder plus the aggregate number of shares of Common Stock beneficially owned on a fully diluted basis by all Tagging Stockholders and sought by all Tagging Stockholders to be included in the contemplated Transfer and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors Transferee in the contemplated AEA Sale (a “Proposed Transferee”)Transfer, and at the same price per share of Common Stock and upon substantially the same terms and conditions (including, including without limitation, limitation time of payment and form of consideration) as to be paid by and given to the AEA Investors. In Transferring Stockholder, PROVIDED that in order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee proposed transferee pursuant to this Section 2.33.5, each a Tagging Stockholder must agree to make to the Proposed Transferee the same representations, warranties, covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree Transferring Stockholder agrees to make in connection with the AEA Sale and only such 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 related indemnification) as warranties pertaining specifically to its ownership itself, and except that in the case of its Company Common Stock as are given covenants or agreements capable of performance only by the AEA Investors with respect to certain Stockholders, such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and covenants or agreements shall be made only by such certain Stockholders) and PROVIDED FURTHER that all representations, warranties, covenants, agreements and indemnities made by the Transferring Stockholder and the Tagging Stockholders pertaining specifically to themselves shall be made by each of them severally and not jointly and PROVIDED FURTHER that each of the liabilities thereunder Transferring Stockholder and each Tagging Stockholder shall be severally (other than with respect but not jointly) liable for breaches of representations, warranties, covenants and agreements of or (in the case of representations and warranties) pertaining to the ownership Company and its Subsidiaries, and for indemnification obligations arising out of each Stockholder’s shares being transferredor relating to any such breach or otherwise pertaining to the Company and its Subsidiaries, which shall be several obligations) shall be borne on a pro rata basis based on basis, such liability of each such Stockholder not to exceed such Stockholder's pro rata portion of the gross proceeds of the sale. Any Tagging Stockholder that is a holder of Common Stock Equivalents and wishes to participate in a sale of Common Stock pursuant to this Section 3.5(a) shall convert into or exercise or exchange such number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited Common Stock Equivalents for Common Stock as may be required therefor on or prior to the lesser closing date of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed TransfereeTransfer.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect If any of the Undersigned at any time propose to privately sell or transfer to any proposed Transfer by the AEA Investors of the shares of Company Common Stock held by the AEA Investors to any Person other than person, firm or corporation not an Affiliate of AEA the Undersigned (a "Transfer") any shares of Purchaser Common Stock, in each case in any single transaction or another AEA Investor (other than in an IPOseries of related transactions, which the Undersigned shall be subject refrain from effecting such Transfer unless, prior to the Registration Rights Agreement contemplated consummation thereof, each Participating Stockholder shall have been afforded the opportunity to join in Article III hereof)such Transfer on a pro rata basis, whether pursuant with the Undersigned. In such connection, the Undersigned shall cause the Person or group that proposes to a stock sale, merger, consolidationacquire such Purchaser Common Stock (the "Proposed Buyer") to offer (the "Purchase Offer") in writing to each other Participating Stockholder (each, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person "Tag-Along Offeree") to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Vested Stock owned by such Tagging Stockholder and (y) in all other casesTag-Along Offeree, such that the sum of the amount of Vested Stock so offered to be purchased from such Tag-Along Offeree shall be equal to the product obtained by multiplying the aggregate amount of Purchaser Common Stock purchased by the Proposed Buyer from the Undersigned by a fraction, the numerator of which is the number of shares of Company Common Vested Stock up to then owned by such Tag-Along Offeree, and the product (rounded up to denominator of which is the nearest whole number) sum of (i) the quotient determined aggregate number of shares of Vested Stock then owned by dividing all Tag-Along Offerees and (Aii) the aggregate number of outstanding shares of Company Purchaser Common Stock then owned by all of the Undersigned effecting such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to Transfer. Such purchase shall be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), made at the same price per share and upon substantially the same on such other terms and conditions (includingas the Proposed Buyer has offered to purchase each type, without limitation, time class or series of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Purchaser Common Stock to be sold by the Proposed Transferee pursuant to this Section 2.3Undersigned, each Tagging Stockholder must agree Tag-Along Offeree shall have 10 calendar days from the date of receipt of the Purchase Offer in which to make accept such Purchase Offer, and the closing of such purchase shall occur at the same time as the Closing of the Sale. The amount of Purchaser Common Stock of each type, class or series to be sold to the Proposed Transferee Buyer by the same covenants, indemnities (with respect Undersigned shall be reduced by the aggregate amount of Vested Stock purchased by the Proposed Buyer from the Tag-Along Offerees pursuant to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership acceptance by them of Company Common Stock) and agreements as the AEA Investors agree to make Purchase Offers in connection accordance with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership provisions of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed Transfereethis Section 1.

Tag-Along Rights. (a) So long as this Agreement remains in If at any time prior to the third anniversary of the Issuance Date any Principal Shareholder or any Related Party thereof (each a "Tag-Along Seller") shall enter into an agreement to effect, with respect or effect or propose to effect, any proposed Transfer by the AEA Investors of the shares of Company Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender transfer or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each disposition of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and Principal Shareholder or Related Party to any other Person (y) a "Tag-Along Sale"), each Holder of Warrants or Warrant Stock shall have the right, but not the obligation, to participate in all other cases, a such Tag-Along Sale by selling up to the number of shares (on an aggregate basis) of Company Common Warrant Stock up issued upon exercise of Warrants equal to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares (on an aggregate basis) of Company Common Stock proposed to be directly or indirectly Transferred sold in the proposed Tag-Along Sale multiplied by (ii) a fraction, the numerator of which is equal to the transferee or acquiring Person number of shares (on an aggregate basis) of Warrant Stock owned by such Holder immediately prior to such Tag-Along Sale, and the denominator of which is equal to (A) the number of shares (on an aggregate basis) of Common Stock (and Common Stock then issuable under Options and Convertible Securities) owned by the AEA Investors Tag-Along Seller immediately prior to such Tag-Along Sale plus (B) the number of shares (on an aggregate basis) of Warrant Stock owned by such Holder together with the number of shares (on an aggregate basis) of Common Stock (and Common Warrant Agreement ----------------- Stock then issuable under Options and Convertible Securities) owned by any holder thereof who has similar "tag-along" rights and elects to exercise such rights in connection with the contemplated AEA Sale (a “Proposed Transferee”)Tag-Along Sale, at in each case immediately prior to the same price per share and upon substantially Tag-Along Sale. Any such sales by such Holder shall be on the same terms and conditions (includingas the proposed Tag-Along Sale by the Tag-Along Seller, without limitation, time of payment and form of consideration) as to except such Holder shall not be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree required to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ any representations or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the (x) its title to and ownership of each Stockholder’s the shares being transferredof Warrant Stock to be sold by it in such Tag-Along Sale, which shall be several obligations(y) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors such Holder's power and the Tagging Stockholders and are limited authority to the lesser of (A) the net proceeds actually received by effect such Tagging Stockholder for such Transferred shares transfer and (Bz) such Tagging Stockholder’s pro rata share matters pertaining to compliance with securities law as the transferee of such Warrant Stock may reasonably require. As a condition to participating in such Tag-Along Sale, any “cap” on indemnification obligations of the Stockholders selling shares of Company such Holder proposing to sell Warrant Stock in such sale must exercise its Warrants to acquire Common Stock representing such Warrant Stock. No Person shall have the right to sell Warrants in the AEA any Tag-Along Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with With respect to any proposed Transfer by the any AEA Investors Investor of the shares of Company Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor (other than any Transfer (i) to any of its Affiliates, (ii) to any of its partners or members, (iii) pursuant to Section 2.4, (iv) in an IPO, which shall be subject a registered offering pursuant to the Registration Rights Agreement contemplated in Article III hereofor (v) pursuant to Rule 144 of the Securities Act, as such Rule may be amended (which such Transfers shall be governed by a coordination agreement to be entered into by and among the AEA Investors, Starr and Starr II)), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors Starr II will have the right, to require the proposed transferee or acquiring Person to purchase from each of Starr II, to the Minority Investors who extent it exercises its rights under Section 2.3(b) (a the “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such the Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock owned by the AEA Investors and the Tagging Stockholder and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each the Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common StockStock and other corporate matters with respect to AEA Investors) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock and general corporate representations as are given by the AEA Investors with respect to such partythe Tagging Stockholder’s ownership of Company Common StockStock and general corporate matters; provided, however, that all such covenants, indemnities and agreements shall be made by the AEA Investors and the Tagging Stockholders Stockholder severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferredtransferred and general authorization and similar representations of such Stockholder, and general corporate matters with respect to each such Stockholder, which shall be several obligationsobligations and no Stockholder shall be responsible for a breach of covenant by any other Stockholder) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders Stockholder and are shall be limited to the lesser of (A) the net proceeds actually received by such the Tagging Stockholder for such Transferred shares of Company Common Stock and (B) such the Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling Transferring shares of Company Common Stock in the AEA Sale. Each The Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.

Tag-Along Rights. (a) So long as this Agreement remains If DCCLP proposes to sell or otherwise dispose of any Released Shares in effect, with respect one or more transactions (a "Tag Trigger Transaction") to any Person (a "Tag Along Purchaser"), then DCCLP shall provide written notice (a "Tag Along Notice") to Lender, which notice shall (i) identify the number of Released Shares which DCCLP proposes to sell or otherwise dispose of in connection with such Tag Trigger Transaction, and what portion, if any, of such Released Shares are Tag Along Shares (such Tag Along Shares, the "Offered Tag Shares"), (ii) identify the proposed Transfer purchase price per share at which DCCLP intends to sell the Offered Tag Shares, if any, (iii) describe all other material terms and conditions of such Tag Trigger Transaction and (iv) advise Lender of its rights under this Section 6.1. In such event, Lender shall have the right (a "Tag Along Right"), subject to Sections 6.1(b) and 6.1(d) below, to cause DCCLP to request the Tag Along Purchaser to purchase from Lender, for the same purchase price per share at which DCCLP intends to sell the Offered Tag Shares, a number of Conversion Shares which is equal to or less than the product obtained by multiplying (x) the AEA Investors number of Conversion Shares then held by Lender (the "Lender Total Shares") by (y) a fraction, the numerator of which shall be equal to the number of Offered Tag Shares and the denominator of which shall be equal to the aggregate number of shares of Company Class A Common Stock and Class B Common Stock held by DCCLP immediately prior to such Tag Trigger Transaction (the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to "DCCLP Total Shares," and together with the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”)Lender Total Shares, the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”"Total Shares"), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect to In the event of any proposed Transfer of Common Stock by any of the AEA Investors Existing Stockholders (the "Selling Stockholders") in a single transaction or a series of related transactions involving shares of Common Stock aggregating at least 15% of the shares of Company Common Stock held collectively then owned by the AEA Investors Existing Stockholders to any Person a person (such other person being hereinafter referred to as the "proposed purchaser"), other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to an Exempt Transfer or in a stock salebona fide public distribution pursuant to an effective Registration Statement under the Securities Act, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will Holders of Warrants and Warrant Shares (the "Non-Selling Stockholders") each shall have the irrevocable and exclusive right, but not the obligation (the "Tag-Along Right"), to require the proposed transferee or acquiring Person purchaser to purchase from each of the Minority Investors who exercises its rights under Section 2.3(bthem up to a number of Warrant Shares (and/or Warrants exercisable for a number of Warrant Shares) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up Holder equal to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to be sold by the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make Selling Stockholders to the Proposed Transferee proposed purchaser (collectively, the same covenants"Transfer Shares") multiplied by a fraction, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership numerator of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on is the number of Warrant Shares (including the number of Warrant Shares issuable upon the exercise of Warrants) owned by such Holder, and the denominator of which is the total number of shares Transferred of Common Stock and Warrant Shares (including the number of Warrant Shares issuable upon the exercise of Warrants) owned by each the Selling Stockholders and by all of the AEA Investors Holders of Warrant Shares and Warrants (the Tagging Stockholders and are limited number of Warrant Shares that a Holder of Warrants or Warrant Shares may require to be so purchased being referred to as such Holder's "Tag-Along Shares"). The Company shall give written notice at least 15 days prior to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations date of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale proposed Transfer to the extent not paid or reimbursed by the Company or the Proposed Transferee.Non-Selling Stockholders stating:

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect to any proposed Transfer by the AEA Investors Holdings or any Person to whom Holdings assigns its rights in accordance with Section 7.4(c) of the shares of Company Common Stock held by the AEA Investors to any Person other than not an Affiliate of AEA or another AEA Investor (Holdings, other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof)a Public Offering, whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other a similar transaction (any such transaction, an “AEA a "Holdings Sale”"), the AEA Investors Holdings will have the obligation, and each of the Minority Investors Holder will have the right, to require the proposed transferee Transferee or acquiring Person to purchase from each of the Minority Investors a Holder who exercises its rights under Section 2.3(b7.3(b) (a “"Tagging Stockholder”") (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock Shares up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock Shares owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock owned by Holdings, the Tagging Stockholder and any other Stockholder entitled to participate in such transaction, and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee Transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”)Holdings Sale, at the same price per share of Common Stock and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In Holdings; provided, that in order to be entitled to exercise its right to sell shares of Company Common Stock Shares to the Proposed proposed Transferee or acquiring Person pursuant to this Section 2.37.3, each Tagging Stockholder must agree to make to the Proposed Transferee or acquiring Person substantially the same representations, warranties, covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree Holdings agrees to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA proposed Holdings Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by of the AEA Investors in connection with the AEA Sale Holdings to the extent not paid or reimbursed by the Company or the Proposed Transferee.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect to any proposed Transfer by the AEA Investors KKR Fund or any of its Affiliates (collectively, the "Selling Partnership") of shares of Company Common Stock held by the AEA Investors to any Person other than not an Affiliate of AEA or another AEA Investor (the KKR Fund, other than (i) in an IPOa Public Offering, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether (ii) pursuant to a stock salebona fide sale to the public pursuant to Rule 144 under the Securities Act, merger(iii) pursuant to a distribution to the limited partners of the KKR Fund or (iv) pursuant to any agreement or plan of merger or combination, consolidation, a including any tender or exchange offer or any other transaction in respect thereof, that is approved by the Board and that provides for equal treatment of all outstanding shares of Common Stock (any such transaction, an “AEA a "Proposed Sale”"), the AEA Investors Great Star and each Permitted Transferee will have the obligation, and each of the Minority Investors will have the right, right to require the proposed transferee Transferee or acquiring Person to purchase from Great Star and each of the Minority Investors Permitted Transferee who exercises its rights under this Section 2.3(b) (a “Tagging Stockholder”) (x2.3(a) in accordance with this Section 2.3 (collectively, the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such "Tagging Stockholder and (yStockholders") in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such the Tagging Stockholder Stockholders by (B) the aggregate number of outstanding shares of Company Common Stock owned by the KKR Fund and its Affiliates and the Tagging Stockholders and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Proposed Sale (a “"Proposed Transferee”"), at the same price per share of Common Stock and upon substantially the same terms and conditions (including, without limitation, time of payment and payment, form of considerationconsideration and adjustments to purchase price) as to be paid by and given to the AEA Investors. In Selling Partnership; provided that in order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must (x) shall agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements covenants as the AEA Investors agree Selling Partnership agrees to make in connection with the AEA Proposed Sale and only (y) shall make such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each title of the AEA Investors and shares as the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA SaleSelling Partnership makes. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable fees, commissions and other out-of-pocket costs incurred by expenses (collectively, "Costs") of the AEA Investors in connection with the AEA Proposed Sale to the extent not paid or reimbursed by the Company or Company, the Proposed TransfereeTransferee or another Person (other than the Selling Partnership). The Selling Partnership shall be entitled to estimate the Tagging Stockholders' proportionate share of such Costs and to withhold such amounts from payments to be made to the Tagging Stockholder at the time of closing of such Proposed Sale; provided that (i) such estimate shall not preclude the Selling Partnership from recovering additional amounts from the Tagging Stockholder in respect of such Tagging Stockholder's proportionate share of such Costs and (ii) the Selling Partnership shall reimburse the Tagging Stockholder to the extent actual amounts are ultimately less than the estimated amounts or any such amounts are paid by the Company, the Proposed Transferee or another Person (other than the Selling Partnership).

Tag-Along Rights. (a) So long as this Agreement remains If prior to a Public Offering any of NCP-SBG or its Affiliates desire to transfer in effect, with respect to any proposed Transfer by the AEA Investors excess of 10% of the shares maximum amount of Company Common Stock held ever owned in the aggregate by NCP-SBG and its Affiliates (the AEA Investors "Tag- Along Minimum"), to any a Person other than who is not an Affiliate of AEA NCP-SBG (a "Tag-Along Buyer"), on a cumulative basis, in one or another AEA Investor a series of transactions, then NCP-SBG shall deliver written notice (a "Tag-Along Notice") to the Company and the other than in an IPOStockholders, which notice shall be subject state (i) the name and address of the Tag-Along Buyer, (ii) the per share amount (the "Tag-Along Price") and form of consideration NCP-SBG proposes to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligationreceive for its shares of Common Stock, and each of (iii) the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up NCP-SBG proposes to sell (the "Tag-Along Shares") and shall be accompanied by drafts of purchase and sale documentation (the "Tag-Along Purchase Agreement") setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer (the "Tag-Along Terms"). During the 15 Business Day period 4 104 following receipt of such notice by the Company and the other Stockholders, the other Stockholders shall have the right (a "Tag-Along Right"), exercised by delivery of a written notice to NCP-SBG and the Company, to participate in such sale to the product (rounded up Tag-Along Buyer on and subject to the nearest whole number) of (i) same price, terms and conditions offered to NCP-SBG, on a pro rata basis determined as the quotient determined obtained by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned then held by each Stockholder so electing to sell (each such Tagging Stockholder Person, an "Accepting Stockholder") by (B) the aggregate number of outstanding shares of Company Common Stock then held by NCP-SBG and (ii) Affiliates and by all of the total number of Accepting Stockholders who are transferring shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by Tag-Along Buyer. If the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given Tag-Along Right shall not have been exercised prior to the AEA Investors. In order expiration of the 15 Business Day period, then at any time during the 90 days following the expiration of the 15 Business Day period, subject to be entitled to exercise its right to sell shares of Company Common Stock extension for not more than an additional 60 days to the Proposed Transferee pursuant extent reasonably required to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (comply with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make applicable laws in connection with such sale, NCP-SBG and its Affiliates may sell the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect Tag- Along Shares to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based Tag-Along Buyer at the Tag-Along Price and on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA SaleTag-Along Terms. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable outUpon request from NCP-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by SBG, the Company or the Proposed Transfereewill provide NCP-SBG with a Stockholder List.

Tag-Along Rights. (a) So long as this Agreement remains If CPN Management (the “Tag-Along Transferor”) at any time proposes to Transfer shares of Common Stock (or rights to acquire Common Stock) in effecta single Transfer or a series of related Transfers, with respect to any proposed and such Transfer(s) would constitute a Transfer by the AEA Investors of at least 50% of the shares of Company Common Stock held by the AEA Investors or a Change in Control, to one or more non-Affiliate Persons other than (A) to any Person other than an Affiliate of AEA Stockholder, (B) in connection with any Parent Distribution (as defined under the CPN Management LPA) or another AEA Investor (other than c) in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to connection with a stock sale, merger, consolidationTransfer permitted by Section 2(d) (collectively, a tender or exchange offer or any other transaction (any such transaction, an “AEA SaleTag-Along Transferee”), the AEA Investors will have the obligation, and then each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from Non-ECP Stockholder (each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or shall have the ability right (the “Tag-Along Right”) to elect or appoint a majority of require that the members of the Board, all shares of Company Common Stock owned by proposed Tag-Along Transferee purchase from such Tagging Stockholder and (ya “Tag-Along Sale”) in all other cases, a up to the number of shares of Company Common Stock up (including any shares of Common Stock issuable upon the exercise of Vested Options (including options that vest as a result of the consummation of the Transfer to the product (rounded up Tag-Along Transferee)) equal to the nearest whole number) of number derived by multiplying (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock that the proposed Tag-Along Transferee has agreed or committed to be directly or indirectly Transferred purchase by (ii) a fraction, the numerator of which is the total number of shares of Common Stock (including any shares of Common Stock issuable upon the exercise of Vested Options (including options that vest as a result of the consummation of the Transfer to the transferee or acquiring Person Tag-Along Transferee)) owned by the AEA Investors Tagging Stockholder, and the denominator of which is the aggregate number of shares of Common Stock issued and outstanding (including shares issuable upon the exercise of rights to acquire Common Stock). Neither the Tag-Along Transferor nor any Affiliate of the Tag-Along Transferor shall have any liability to any Tagging Stockholder or the Company arising from, relating to or in connection with 10 the contemplated AEA Sale (a “Proposed Transferee”)pursuit, at the same price per share and upon substantially the same consummation, postponement, abandonment or terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA such Tag-Along Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale , except to the extent not paid or reimbursed by such Tag-Along Transferor shall have failed to comply with the Company or the Proposed Transfereeprovisions of this Section 4(a) and a Tag-Along Sale otherwise occurs.

Tag-Along Rights. (a1) So long as this Agreement remains in effect, with respect to any proposed Transfer by WCAS or any of its Designated Affiliates (collectively, the AEA Investors "SELLING STOCKHOLDER") of the shares of Company Common Capital Stock held by the AEA Investors and/or Warrants to any Person other than an Affiliate of AEA or another AEA Investor (who is not a Permitted Transferee, other than in an IPOa Public Offering, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock salebona fide sale to the public pursuant to Rule 144 under the Securities Act or pursuant to any agreement or plan of merger or combination, merger, consolidation, a including any tender or exchange offer or any other transaction in respect thereof, that is approved by the Board and that provides for equal treatment of all outstanding shares of Company Capital Stock and Warrants (any such transaction, an “AEA Sale”a "PROPOSED SALE"), the AEA Investors each Schedule I Purchaser (other than WCAS), FFT Purchaser and each of their Permitted Transferees will have the obligation, and each of the Minority Investors will have the right, right to require the proposed transferee Transferee or acquiring Person to purchase from each of the Minority Investors such Stockholder and each Permitted Transferee who exercises its rights under this Section 2.3(bIII(1) in accordance with this Section III(1) (a “Tagging Stockholder”"TAGGING STOCKHOLDER") (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Capital Stock and Warrants up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Capital Stock and Warrants owned by such Tagging Stockholder Stockholders by (B) the aggregate number of outstanding shares of Company Common Capital Stock and Warrants owned by WCAS and its Designated Affiliates and the Tagging Stockholders and (ii) the total number of shares of Company Common Capital Stock and Warrants proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Proposed Sale (a “Proposed Transferee”"PROPOSED TRANSFEREE"), at the same price per share of Company Capital Stock and Warrants and upon substantially the same terms and conditions (including, without limitation, time of payment and payment, form of considerationconsideration and adjustments to purchase price) as to be paid by and given to the AEA Investors. In Selling Stockholder; PROVIDED that in order to be entitled to exercise its right to sell shares of Company Common Capital Stock and Warrants to the Proposed Transferee pursuant to this Section 2.3III(1), each Tagging Tagging, Stockholder must (x) shall agree to make to the Proposed Transferee the same covenants, indemnities (covenants with respect to all matters other than the AEA Investors’ or other such Tagging Stockholders’ ownership of Company Common Stock) and agreements , as appropriate, as the AEA Investors agree Selling Stockholder agrees to make in connection with the AEA Sale Proposed Sale; PROVIDED, HOWEVER, that the aggregate amount of liability of such Tagging Stockholder with respect to such covenants shall not exceed the proceeds to such Tagging Stockholder in connection with the Proposed Sale, and only (y) shall make such representations and warranties (and related indemnification) as concerning its title to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership shares of Company Common Stock; providedCapital Stock and Warrants to be sold in connection with the Proposed Sale and its authority to enter into and consummate the Proposed Sale as the Selling Stockholder makes, however, that all such covenants, but shall not be required to make any other representations and warranties or indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors its own representations and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed Transfereewarranties.

Tag-Along Rights. (aIn the event that the principal stockholder(s) So long as this Agreement remains in effect, with respect to any proposed Transfer by the AEA Investors of the Company, whether alone or with any other stockholder (such holder or group of holders, the “Transferring Stockholder”), desires to transfer or sell any shares of Company Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor Company’s common stock (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Proposed Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) Company shall provide a written notice (a “Tagging StockholderNotice of Proposed Sale”) (x) in to the case of Purchasers describing the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company the Company’s Common Stock proposed to be transferred by the Transferring Stockholders, the name of the proposed transferee, the per share purchase price and any other material terms and conditions of the proposed transfer. Each Purchaser (other than the Transferring Stockholders) shall have the right to elect to participate in the Proposed Sale at the same price and subject to the same material terms and conditions as described in the Notice of Proposed Sale (such right, a “Tag-Along Right”), and include in the Proposed Sale up to the product (rounded up number of shares of the Company’s Common Stock equal to the nearest whole number) product of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (iix) the total number of shares of Company the Company’s Common Stock that the proposed transferee has agreed, committed or is willing to be directly or indirectly Transferred to purchase and (y) a fraction, the transferee or acquiring Person numerator of which is the aggregate number of shares of Common Stock owned by the AEA Investors in Purchaser, and the contemplated AEA Sale denominator of which is the aggregate number of shares of Common Stock held by all holders of Common Stock (a the “Proposed TransfereeEligible Tag-Along Shares”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled Each Purchaser who elects to exercise its right Tag-Along Right (each, a “Tag-Along Stockholder”) must give the Company a written notice (“Tag-Along Notice”) within fifteen (15) days upon receiving the Notice of Proposed Sale, stating its election to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) exercise its Tag-Along Right and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on describing the number of shares Transferred by each of Common Stock it elects to be included in the Proposed Sale. Subject to the restriction of the AEA Investors Eligible Ta-Along Shares, each Tag-Along Stockholder may include in the Proposed Sale all or any part of the shares of Common Stock held by such Tag-Along Stockholder. The Transferring Stockholder may elect in its discretion to terminate the sale of any of its shares in the Proposed Sale (and the Tagging Stockholders and are limited shall not otherwise be deemed to owe any duty or responsibility to the lesser Tag-Along Stockholder to proceed), in which case, its obligations under this Section 1.6 in respect of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable outTag-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed TransfereeAlong Rights shall cease.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect In the event that a Riverstone Stockholder proposes to Transfer all or any proposed Transfer by the AEA Investors portion of the shares of Company Common Stock then held by such Riverstone Stockholder to a Third Party Purchaser prior to the AEA Investors to any Person Lock-up Release Date, other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock salean Exempt Transfer, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), each of the AEA Investors will have the obligation, Management Stockholders and their respective Permitted Transferees and each of the Minority Investors will Management Trust Stockholders (collectively, the “Tag-Along Stockholders”) shall have the right, right (the “Tag-Along Right”) to require sell in their discretion up to the proposed transferee or acquiring Person same percentage of such Tag-Along Stockholder’s Common Stock as all Riverstone Stockholders are proposing to sell in such a transaction by requesting that such Third Party Purchaser purchase from each of such Tag-Along Stockholder up to the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up equal to the product (rounded up to the nearest whole number) of number derived by multiplying (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock that the proposed Third Party Purchaser(s) have agreed or committed to purchase by (ii) a fraction, the numerator of which is the total number of shares of Common Stock owned by such Tag-Along Stockholder (other than shares issuable upon the exercise of Vested Options of such Tag-Along Stockholder, but including unvested restricted shares of Common Stock held by such Stockholder if the proposed Transfer would constitute a Company Sale and including any shares to be directly issued upon any exercise of Vested Options conditioned upon the consummation of the Transfer), and the denominator of which is the total number of shares of Common Stock then outstanding (other than shares issuable upon the exercise of then-outstanding Vested Options, but including unvested restricted shares of Common Stock then outstanding if the proposed Transfer would constitute a Company Sale and including any shares issuable upon the exercise of Vested Options conditioned upon the consummation of such Transfer). Notwithstanding the foregoing, or indirectly Transferred any other provision contained herein, the aggregate number of shares of Common Stock that each Management Stockholder and his or her Permitted Transferees or each Management Trust Stockholder shall have the right to sell pursuant to this Section 5 in connection with all such sales prior to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Lock-up Date shall not exceed such Stockholder’s “Tag-Along Sale (a “Proposed Transferee”), at the same price per share and Cap” set forth next to such Stockholder’s name on Exhibit B. Any shares of Common Stock purchased from Tag-Along Stockholders pursuant to this Section 5(a) shall be purchased upon substantially the same terms and conditions (including, without limitation, time including timing of payment purchase and form of considerationpayment) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received proposed Transfer by such Tagging Stockholder for such Transferred shares and (B) such Tagging Riverstone Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.

Tag-Along Rights. (ab) So long as this Agreement remains in effect, with With respect to any proposed Transfer by the AEA Investors of the shares of Company Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor Transfers (other than in an IPOa mortgage, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pledge or hypothecation or Transfer pursuant to Section 4.2) in one transaction or a stock saleseries of related transactions, mergerindividually or in the aggregate, consolidationof ten percent (10%) or more of the then outstanding shares of Common Stock by any Stockholder, or two (2) or more Stockholders acting in concert with respect to such Transfer, provided that such Stockholder or Stockholders and their respective Affiliates collectively own prior to such proposed Transfer twenty-five percent (25%) or more of the then outstanding shares of Common Stock (in such capacity, a tender or exchange offer or any other transaction (any such transaction, an “AEA SaleTransferring Stockholder”), the AEA Investors will Transferring Stockholder shall have the obligation, and (i) each other Stockholder, other than Management Stockholders and Director Stockholders, and (ii) each Warrantholder (but a Warrantholder shall only have tag-along rights pursuant to this Section 4.5 with respect to the Common Stock issuable upon exercise of its Warrants (rather than the Minority Investors will Warrants themselves) and only if the Transfer would result in a Change of Control) shall have the rightright but not the obligation, to require request the proposed transferee or acquiring Person Transferee to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) Stockholder and Warrantholder exercising such right (each, a “Tagging Stockholder”) that number of shares of Common Stock requested to be included by such Tagging Stockholder; provided that if the proposed Transferee is unwilling to purchase all of the Common Stock that the Tagging Stockholders have requested to be acquired by the proposed Transferee, then each Tagging Stockholder shall have the right to sell or otherwise Transfer to the Transferee a number of such Tagging Stockholder’s shares of Common Stock equal to the product of (x) in the case number of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock beneficially owned by such Tagging Stockholder and (excluding shares subject to a Transfer restriction referred to in the last sentence of this Section 4.5(a)) multiplied by (y) in all other cases, a the percentage of the number of shares of Company Common Stock up that the Transferring Stockholder is proposing to the product (rounded up sell relative to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock held by such Transferring Stockholder (excluding shares subject to a Transfer restriction referred to in the last sentence of this Section 4.5(a)) (the amounts in this clause (y), their “Pro Rata Share”). If the proposed Transferee is unwilling to purchase all of the shares of Common Stock proposed to be directly or indirectly Transferred to by all Tagging Stockholders (determined in accordance with the transferee or acquiring Person first sentence of this Section 4.5(a)), then the Transferring Stockholder and each Tagging Stockholder shall reduce, on a pro rata basis based on their respective Sharing Percentages of the shares of Common Stock held by the AEA Investors in Transferring Stockholder and the contemplated AEA Sale (a “Proposed Transferee”)Tagging Stockholders, the Pro Rata Share of the shares of Common Stock that each otherwise would have Transferred so as to permit the Transferring Stockholder and each Tagging Stockholder to sell the number of shares of Common Stock that the proposed Transferee is willing to purchase. Each Tagging Stockholder shall Transfer its shares of Common Stock at the same price per share and upon substantially the same terms and conditions (including, without limitation, including time of payment and payment, form of consideration or option to elect form of consideration) as to be paid by and given to the AEA InvestorsTransferring Stockholder. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed proposed Transferee pursuant to this Section 2.34.5, each a Tagging Stockholder must agree to make to the Proposed proposed Transferee the same representations, warranties, covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree Transferring Stockholder agrees to make in connection with the AEA Sale and only such 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 related indemnification) as warranties pertaining specifically to its ownership of its Company Common Stock as are given by the AEA Investors itself, and except that no Tagging Stockholder shall have to make representations and warranties with respect to the Company, and except that, in the case of covenants or agreements capable of performance only by certain Stockholders, such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and covenants or agreements shall be made only by such certain Stockholders). All representations, warranties, covenants, agreements and indemnities made by the Transferring Stockholder and the Tagging Stockholders pertaining specifically to themselves shall be made by each of them severally and not jointly jointly; provided that each of the Transferring Stockholder and that each Tagging Stockholder shall be severally (but not jointly) liable for breaches of representations, warranties, covenants and agreements of or, in the liabilities thereunder (other than with respect case of representations and warranties pertaining to the ownership Company and its Subsidiaries and for indemnification obligations arising out of each Stockholder’s shares being transferredor relating to any such breach or otherwise pertaining to the Company and its Subsidiaries, which shall be several obligations) shall be borne on a pro rata basis (based on the number of shares of Common Stock Transferred by each Transferring Stockholder and each Tagging Stockholder), such liability of each such Stockholder not to exceed the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Stockholder. Subject to the next sentence, any Tagging Stockholder for that is a holder of Limited Voting Common Stock or Common Stock Equivalents (including Warrants) and wishes to participate in a sale of Common Stock pursuant to this Section 4.5(a) shall convert into or exercise or exchange such Transferred shares and (B) such Tagging Stockholder’s pro rata share number of any “cap” on indemnification obligations of the Stockholders selling shares of Company Limited Voting Common Stock in the AEA Sale. Each Tagging Stockholder will or Common Stock Equivalents for Voting Common Stock as may be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale acquired therefor on or prior to the extent closing date of such Transfer, provided that any such conversion, exercise or exchange may be conditioned on the closing of such Transfer, in which case such conversion, exercise or exchange shall not paid be effective until such Transfer has been consummated. Notwithstanding anything in this Section 4.5 to the contrary, if any Transfer of Common Stock or reimbursed by the Company Common Stock Equivalents pursuant to this Section 4.5 is not permitted under an Other Agreement or the Proposed TransfereeWarrant Agreement, then such Transfer shall not be permitted hereunder.

Tag-Along Rights. (ai) So long as this Agreement remains in effect, with respect to any proposed Transfer by the AEA Investors of the shares of Company Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) Except in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) any transfer of Shares by any Clarion Stockholder on the quotient Closing Date to any manager or employee of the Company or to any Additional Stockholder or (ii) a transfer pursuant to Section 3.1(g), if any Clarion Stockholder (a “Tag-Along Selling Stockholder”) seeks to transfer Shares to one or more third parties other than a Permitted Transferee (a “Tag-Along Purchaser”) in any one transaction or series of related transactions, representing more than five percent (5%) of the Shares (determined based on the applicable class of Shares being transferred) then held by such Tag-Along Selling Stockholder, then each Regions Stockholder and each Additional Stockholder (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 (except that the purchase price payable to the Tag-Along Rightholders and the Tag-Along Selling Stockholder in respect of any Common Stock Equivalents and/or Preferred Stock Equivalents sold in such transaction shall be net of the exercise price thereof, if any) that number of Shares specified by the Tag-Along Rightholder of each class of Shares proposed to be transferred by such Clarion Stockholder, up to that number equal to the percentage of the number of Shares of such class proposed to be transferred by the Tag-Along Selling Stockholder (the “Tag-Along Offered Securities”) determined by dividing (A) the aggregate total number of outstanding shares of Company Common Shares (other than Common Stock Equivalents granted under any Company Option Plan) or Preferred Shares (other than Preferred Stock Equivalents granted under any Company Option Plan), as applicable, then owned by such Tagging Stockholder Tag-Along Rightholder by (B) the aggregate number sum of outstanding shares of Company Common Stock and (iix) the total number of shares of Company Common Shares (other than Common Stock proposed to be directly Equivalents granted under any Company Option Plan) or indirectly Transferred to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale Preferred Stock (a “Proposed Transferee”other than Preferred Stock Equivalents granted under any Company Option Plan), at the same price per share and upon substantially the same terms and conditions (includingas applicable, without limitation, time of payment and form of consideration) as to be paid then owned by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee all such Tag-Along Rightholders exercising their rights pursuant to this Section 2.33.1(f)(i), each Tagging Stockholder must agree (y) the total number of Common Shares then owned by any other Person that is entitled to make to participate in such sale, and (z) the Proposed Transferee the same covenantstotal number of Common Shares or Preferred Shares, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given applicable, then owned by the AEA Investors with respect Clarion Stockholders. The Tag-Along Selling Stockholder shall effect the sale of the Tag-Along Offered Securities and the Tag-Along Rightholder(s) shall sell the number and class of Shares to be sold by such Tag-Along Rightholder(s) pursuant to this Section 3.1(f)(i), and the number and class of Shares to be sold to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements Tag-Along Purchaser by the Tag-Along Selling Stockholder shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed Transfereereduced accordingly.

Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect to any proposed Transfer by the AEA Investors BDPI or any Person to whom BDPI assigns its rights in accordance with Section 7.4(c) of the shares of Company Common Stock held by the AEA Investors to any Person other than not an Affiliate of AEA or another AEA Investor (BDPI, other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof)a Public Offering, whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other a similar transaction (any such transaction, an “AEA a "BDPI Sale”"), the AEA Investors BDPI will have the obligation, and each of the Minority Investors Holder will have the right, to require the proposed transferee Transferee or acquiring Person to purchase from each of the Minority Investors a Holder who exercises its rights under Section 2.3(b7.3(b) (a “"Tagging Stockholder”") (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock Shares up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock Shares owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock owned by BDPI, the Tagging Stockholder and any other Stockholder entitled to participate in such transaction, and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee Transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”)BDPI Sale, at the same price per share of Common Stock and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In BDPI; provided, that in order to be entitled to exercise its right to sell shares of Company Common Stock Shares to the Proposed proposed Transferee or acquiring Person pursuant to this Section 2.37.3, each Tagging Stockholder must agree to make to the Proposed Transferee or acquiring Person substantially the same representations, warranties, covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree BDPI agrees to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA proposed BDPI Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by of the AEA Investors in connection with the AEA Sale BDPI to the extent not paid or reimbursed by the Company or the Proposed Transferee.

Tag-Along Rights. (a) So long as this Agreement remains in If QUALCOMM shall enter into an agreement to effect, or propose to effect, a sale, transfer or other disposition of Ordinary Shares (provided, that with respect to any proposed Transfer by the AEA Investors BCI Parties, such sale, transfer or other disposition must be in excess of 51% of the shares Ordinary Shares then owned by QUALCOMM) (a "Tag-Along Sale"), each of Company Common Stock held the Vendors and the BCI Parties (as applicable) shall have the right (a "Tag-Along Right"), but not the obligation, to participate in such Tag-Along Sale by selling up to the AEA Investors number of Ordinary Shares equal to any Person other than an Affiliate the number of AEA or another AEA Investor (other than in an IPO, which shall be Ordinary Shares subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant Tag-Along Sale multiplied by its respective Percentage Interest immediately prior to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each consummation of the Minority Investors will have the rightTag-Along Sale. For purposes of this Section 6.4 only, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of Percentage Interest shall be calculated as follows: (i) if QUALCOMM enters into an agreement for a Tag-Along Sale prior to the quotient determined earlier of the date which is 42 months after the Closing Date or the Positive EPS Date, then the number of Ordinary Shares owned by dividing (A) VeloCom shall be excluded from the aggregate number of Ordinary Shares issued and outstanding shares (denominator in the Percentage Interest definition), (ii) if QUALCOMM enters into an agreement for a Tag-Along Sale after the earlier of Company Common Stock the date which is 42 months after the Closing Date or the Positive EPS Date, then the number of Ordinary Shares owned by such Tagging Stockholder by (B) VeloCom shall be included in the aggregate number of Ordinary Shares issued and outstanding shares of Company Common Stock (denominator in the Percentage Interest definition), and (iiiii) in either case, if any Vendor intends to exercise a Warrant to obtain Ordinary Shares to sell in the total Tag-Along Sale, the number of shares of Company Common Stock proposed Ordinary Shares to be directly or indirectly Transferred so obtained by any such Vendor shall be included in the number of Ordinary Shares held by such Vendor (numerator in the Percentage Interest definition) and the aggregate number of Ordinary Shares to be so obtained by all such Vendors shall be included in the aggregate number of Ordinary Shares issued and outstanding (denominator in the Percentage Interest definition). The number of Ordinary Shares which QUALCOMM is entitled to Transfer in the Tag-Along Sale shall be reduced to the transferee extent of the participation of any Vendor or acquiring Person BCI Party (as applicable) pursuant to this Section 6.4. Any such sale by the AEA Investors in the contemplated AEA Sale a Vendor or BCI Party (as applicable) exercising a “Proposed Transferee”), at Tag-Along Right shall be for the same price per share and upon substantially on the same terms and conditions as the proposed Tag-Along Sale by QUALCOMM. If in the Tag-Along Sale QUALCOMM intends to sell any QUALCOMM Commitment Shares along with the corresponding portion of the QUALCOMM Commitment (including, without limitation, time of payment as permitted under Section 3.4(a)) and form of consideration) as to be paid by and given the per share sale price applicable to the AEA Investors. In order Tag-Along Sale does not take into account the value of the QUALCOMM Commitment being so assumed, then the per share price applicable to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) Vendor's and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements each BCI Party's Tag-Along Right shall be made by increased to include such value. None of the Tagging Stockholders severally and not jointly and that the liabilities thereunder Vendors or BCI Parties (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligationsas applicable) shall be borne on a pro rata basis based on the number of shares Transferred by each obligated to pay any portion of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable outtransaction costs associated with a Tag-of-pocket costs incurred by the AEA Investors in connection with the AEA Along Sale to the extent not paid or reimbursed by the Company or the Proposed Transfereesale, transfer or delivery of securities pursuant thereto, other than such Vendor's or BCI Party's costs.

Tag-Along Rights. (a) So long as this Agreement remains in effectSubject to Section 2(d), if any Investor proposes to transfer Common Stock (a "Tag-Along Sale") to another Person, such Investor (the "Selling Investor") shall give written notice (a "Transfer Notice") of such proposed transfer to the other Investor with respect to such Tag-Along Sale at least fifteen (15) days prior to the consummation of such proposed transfer, setting forth (i) the number of shares of Common Stock proposed to be transferred, (ii) the form and amount of consideration to be received for such Common Stock by the Selling Investor, (iii) the identity of the purchaser (the "Proposed Transferee"), (iv) any other material terms and conditions of the proposed Transfer, (v) the date of the proposed Transfer by and (vi) an invitation to the AEA Investors of other Investor to elect (if the shares of Company Investor makes such election, such Investor would be the 'Tagging Investor" and, together with the Selling Investor, the "Tag Along Sellers") to include in the Tag-Along Sale Common Stock held by such Tagging Investor. If the AEA Investors Tagging Investor elects to any Person other than an Affiliate of AEA or another AEA Investor (other than participate in an IPOsuch transfer, which shall each Tag Along Seller will be subject entitled to the Registration Rights Agreement contemplated sell in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, transfer a number of shares of Company Common Stock up equal to the product (rounded up to the nearest whole number) of (iA) the quotient determined by dividing (A1) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder Tag Along Seller by (2) the aggregate number of shares of Common Stock owned by all of the Tag Along Sellers participating in such proposed transfer, and (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors sold in the contemplated AEA transfer (such amount for each Tag Along Seller, the "Tag Along Sale (a “Proposed Transferee”Percentage"), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to the case of Gores, its Tag Along Sale Percentage may be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3shared, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed required by the Company or terms of the Proposed TransfereeIXX, with the investors party to the IXX, but in no event shall the aggregate Tag Along Sale Percentage of Gores be higher than it would be if such investors did not elect to sell under the IXX.

Tag-Along Rights. (a) So long as this Agreement remains in effectExcept for transfers to a Permitted Transferee and except for the potential transfer of FOG Units and Class B Shares to employees of Fortress and/or its Subsidiaries, with respect if, prior to any proposed Transfer by the AEA Investors consummation of the shares of Company Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to any of the Registration Rights Agreement contemplated Principals (in Article III hereof), whether pursuant to a stock sale, merger, consolidationeach case, a tender “Tag-Along Principal”) transfers Class A Shares or exchange offer FOG Units to one or any other transaction more Persons (any such transaction, an a “AEA SaleTag-Along Purchaser”), the AEA Investors will then each Investor that holds Initial Class A Shares (each, a “Tag-Along Rightsholder”) shall have the obligationright to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice (except that the purchase price payable to the participating Tag-Along Rightsholders and each such Tag-Along Principal in respect of any Stock Equivalents sold in such transaction shall be net of the Minority Investors will have exercise price thereof (i.e., the rightadditional consideration payable to Fortress upon the exercise thereof, if any)) that number specified by such Tag-Along Rightsholder of Class A Shares, up to require that number equal to the proposed transferee or acquiring Person to purchase from each percentage of the Minority Investors who exercises its rights under Section 2.3(b) number of the sum of the Class A Shares and FOG Units proposed to be transferred by such Tag-Along Principal (a the “Tagging StockholderTag-Along Shares”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate total number of outstanding shares Class A Shares (including for such purposes all Class A Shares which are subject to issuance upon exercise or conversion of Company Common Stock Equivalents held by such Tag-Along Rightsholder) then owned by such Tagging Stockholder Tag-Along Rightsholder by (B) the aggregate number sum of outstanding shares of Company Common Stock and (iix) the total number of shares Class A Shares (including for such purposes all Class A Shares and FOG Units which are subject to issuance upon exercise or conversion of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person Equivalents held by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of considerationTag-Along Rightsholders) as to be paid then owned by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee all such Tag-Along Rightsholders exercising their rights pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock5.2(a) and agreements as (y) the AEA Investors agree total number of Class A Shares and FOG Units then owned by such Tag-Along Principal (including for such purposes all Class A Shares and FOG Units which are subject to make in connection with issuance upon exercise or conversion Stock Equivalents held by such Principal). The Tag-Along Principal shall effect the AEA Sale sale of the Tag-Along Shares and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements Tag-Along Rightsholders shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on sell the number of shares Transferred by Class A Shares which each of the AEA Investors Tag-Along Rightsholder has elected to sell pursuant to this Section 5.2(a), and the Tagging Stockholders number of Class A Shares and are limited FOG Units to the lesser of (A) the net proceeds actually received be sold to such Tag-Along Purchaser by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will Tag-Along Principal shall be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed Transfereereduced accordingly.

Tag-Along Rights. (a) So long Except as this Agreement remains provided in effectSection 2.01(e), with respect if any Holder ("Transferring Party") proposes to sell or otherwise dispose of any of its Common Stock to any proposed Transfer by the AEA Investors of the shares of Company Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor Third Party (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether a "Tag-along Purchaser") pursuant to a stock sale, merger, consolidation, bona fide offer to purchase (a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”"Tag-along Offer"), the AEA Investors will have Transferring Party shall provide written notice (the obligation"Tag-along Offer Notice") of such Tag-along Offer to the Issuer and the Issuer shall promptly provide written notice (the effective date of such notice being the "Tag-along Notice Date") of such Tag-along Offer to each other Holder and its Permitted Transferees (each, a "Tag-along Offeree") in the manner set forth in this Section 2.01. The Tag-along Offer Notice shall identify the Tag-along Purchaser, the Tag-along Ratio (as defined below), the consideration per share of Common Stock and each other material terms and conditions of the Minority Investors will Tag-along Offer and, in the case of a Tag-along Offer in which the consideration payable for Common Stock consists in part or in whole of consideration other than cash, such information relating to such consideration as the Tag-along Offeree may reasonably request as being necessary for such Tag-along Offeree to evaluate such non-cash consideration, it being understood that such request shall not obligate the Transferring Party to deliver any information to such Tag-along Offeree not provided to the Transferring Party by the Tag-along Purchaser. It is understood and agreed that the provisions of this Article II shall not apply to any "distribution-in-kind" of shares of Common Stock by any Investor to the partners of such Investor. Each Tag-along Offeree shall have the right, exercisable as set forth below, to require accept the proposed transferee or acquiring Person Tag-along Offer for up to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up determined pursuant to Section 2.01(b). The consideration per share paid to any Tag-along Offeree shall be not less than the highest price paid per share to the product Transferring Party in respect of its Common Stock. Each Tag-along Offeree that desires to accept the Tag-along Offer shall provide the Transferring Party with written revocable notice (rounded up a "Tag-along Notice") (specifying, subject to Section 2.01(b), the number of Common Stock which such Tag-along Offeree desires to sell) within 45 days after the Tag-along Notice Date, and shall simultaneously provide a copy of such Tag-along Notice to the nearest whole number) Issuer, and the Issuer shall forward a copy of each such Tag-along Notice to the Transferring Party and each other Tag-along Offeree. Such Tag-along Notice may be withdrawn or modified at any time until the expiration of 45 days after the Tag-along Notice Date (i) the quotient determined "Tag-along Notice Period"). At the expiration of the Tag-along Notice Period, the most recent Tag-along Notice shall become irrevocable and binding, and shall constitute an irrevocable acceptance of the Tag-along Offer by dividing (A) the aggregate number of outstanding shares of Company Tag-along Offeree for the Common Stock owned by such Tagging Stockholder by (B) specified therein. As soon as practicable after the aggregate number expiration of outstanding shares the Tag-along Notice Period, the Transferring Party shall notify the Issuer and each accepting Tag-along Offeree of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed such Tag-along Offeree is obligated to sell or otherwise dispose of pursuant to the Tag-along Offer, such number to be directly or indirectly Transferred to calculated in accordance with Section 2.01(b). The Transferring Party shall notify the transferee or acquiring Person by Issuer and each accepting Tag-along Offeree of the AEA Investors in the contemplated AEA proposed date of any sale ("Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of considerationDate") as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make 2.01 no less than five days prior to the Proposed Transferee Sale Date, and each accepting Tag-along Offeree shall deliver to the same covenantsTransferring Party the Duly Endorsed certificate or certificates representing the Common Stock to be sold or otherwise disposed of pursuant to such offer by such Tag-along Offeree, indemnities (together with respect a limited power-of-attorney authorizing the Transferring Party to sell or otherwise dispose of such Common Stock pursuant to the terms of the Tag-along Offer and all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree documents required to make be executed in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; providedTag-along Offer, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other no less than with respect two days prior to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed TransfereeDate.

Tag-Along Rights. (a) So Except as otherwise provided in Sections 9.2 or in the Plan[, and for so long (and only for so long) as this Agreement remains in effectthe Recipient is employed by the Company], with respect to any proposed Transfer Disposition of any shares of Capital Stock by the AEA Investors any Stockholder or a group of the shares of Company Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant Stockholders to a stock sale, merger, consolidation, a tender or exchange offer or any person (such other transaction (any such transaction, an person being hereafter referred to as the “AEA SaleProposed Purchaser”), such transferring Stockholder(s) shall be required to provide that the AEA Investors will have the obligation, and Recipient along with each of the Minority Investors will other Stockholders having tag-along rights as provided in the Stockholders’ Agreement (referred to herein collectively as the “Tag-Along Stockholders”) shall have the right, right to require the proposed transferee or acquiring Person Proposed Purchaser to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock them up to the product number of whole shares of Capital Stock (rounded up including Common Stock issuable upon exercise of any warrants or options) owned by each such Tag-Along Stockholder equal to the nearest whole number) of (i) the quotient determined number derived by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) multiplying the total number of shares of Company Capital Stock (including Common Stock proposed issuable upon exercise of any warrants or options) that the transferring Stockholders propose to sell by a fraction, the numerator of which shall be directly the total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or indirectly Transferred to options) owned by such Tag-Along Stockholder, and the transferee denominator of which shall be the total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or acquiring Person options) owned by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), transferring Stockholders and all such Tag-Along Stockholders. Any shares purchased from Tag-Along Stockholders pursuant to this Section 10.1 shall be at the same price per share and otherwise at the same time and upon substantially the same terms and conditions as the proposed transfer by the transferring Stockholders. For purposes of this Agreement, all consideration received or receivable by a transferring Stockholder from the Proposed Purchaser (includingand/or its affiliates) or the Company, without limitationhowsoever denominated, time of shall be deemed payment and form of considerationfor the shares transferred by the transferring Stockholders. (b) as The transferring Stockholders shall notify, or cause to be paid by notified, each Stockholder and given the Company’s Board of Directors in writing of each such proposed transfer subject to the AEA Investors. In order to be entitled to exercise its right to sell shares provisions of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities 10.1. Such notice shall set forth: (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common StockA) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited Capital Stock proposed to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and be purchased, (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations the name and address of the Stockholders selling shares Proposed Purchaser, (C) the proposed consideration and terms and conditions of Company Common Stock in payment offered by the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share Proposed Purchaser, and (D) that the Proposed Purchaser has been informed of the reasonable out“tag-of-pocket costs incurred by along right” provided for in this Section 10.1 and that the AEA Investors Proposed Purchaser has agreed to purchase such shares in connection accordance with the AEA Sale terms hereof. (c) The tag-along right may be exercised by any Tag-Along Stockholder by delivery of a written notice to the extent not paid or reimbursed by transferring Stockholders (the Company or “Tag-Along Notice”) and to the Proposed Transferee.Company’s Board of Directors within thirty (30) days following the receipt of the notice

Tag-Along Rights. Upon receipt of any Disposition Notice, subject to Section 2.4(a), each of the Restricted Stockholders shall have the right to require (athe “Tag Along Right”) So long as this Agreement remains in effect, with respect to any proposed Transfer that the same percentage (by number and by class and series of security ultimately disposed of by the AEA Investors Majority Stockholder, provided that all series of the shares of Company Common Stock held by the AEA Investors to any Person other than an Affiliate shall be counted as one series for purposes of AEA determining this percentage and such percentage shall be determined on a fully diluted basis) of his, her or another AEA Investor its Shares (other than in an IPOClass C Shares, to which shall be subject to the Registration Rights Agreement contemplated in Article III hereofTag Along Right does not attach), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient as is determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned Shares ultimately to be sold by such Tagging the Majority Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person Shares then held by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”)Majority Stockholder, at the same price per share be sold as part of, and upon substantially the same terms and conditions as, the Proposed Sale. The Tag Along Right shall be exercised by written notice (including, without limitation, time of payment and form of considerationthe “Tag Along Notice”) as to be paid by and given from the exercising Restricted Stockholder (each a “Tag Along Stockholder”) to the AEA InvestorsMajority Stockholder. In order to The Tag Along Notice shall only be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given deemed effective if received by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by Majority Stockholder on or before the Tagging Stockholders severally and not jointly and that 30th day after the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually Disposition Notice was received by such Tagging Tag Along Stockholder. Promptly upon giving the Tag Along Notice, each Tag Along Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations shall deliver to or as directed by the Majority Stockholder the certificate or certificates representing the Shares to be sold as part of the Stockholders selling shares of Company Common Stock in the AEA Proposed Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out, duly endorsed or accompanied by executed stock powers, together with a limited power-of-pocket costs incurred by attorney authorizing the AEA Investors Majority Stockholder to sell such Shares in connection accordance with the AEA Sale to terms of this Section 2.4, which certificate or certificates shall be held in escrow for sale or return upon the extent not paid or reimbursed by the Company or the Proposed Transfereeterms of this Section 2.4.

Tag-Along Rights. (a) So long If the Buyer agrees to sell Qualified Common Stock, as defined below, then held by it to an unaffiliated purchaser (a "Tag Purchaser") in a single, arm's length, privately negotiated transaction (e.g., this Section shall not apply to any public sales pursuant to registration statement), or in a series of related such transactions, and elects not to exercise its Bring Along rights set forth in Section 3.4 of this Agreement remains in effect(a "Proposed Tag Sale"), with respect then the Buyer shall deliver notice to any proposed Transfer by AIP (the AEA Investors "Sales Notice") of its intent to sell or otherwise transfer the applicable Qualified Common Stock at least five (5) days prior to such sale or transfer. The Sales Notice shall state the name of the Tag Purchaser, the number of shares of Company Qualified Common Stock held by the AEA Investors Buyer proposed to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which be sold and shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each include all material terms of the Minority Investors will transaction. If AIP notifies the Buyer in writing within five (5) days after receipt of the Sales Notice, AIP shall have the right, upon consummation by the Buyer of such sale, to require the proposed transferee or acquiring Person Tag Purchaser to purchase from each AIP a portion of AIP's Qualified Common Stock (such portion determined as described below) on the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) same terms and conditions as specified in the case of Sales Notice. To the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock extent AIP and one or have the ability to elect or appoint a majority of the more members of the BoardBuyer (AIP and those selling members being referred to herein as "Selling Holders") exercise their respective rights of participation, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a the number of shares of Company Qualified Common Stock up that the Buyer may sell shall be correspondingly reduced. Each Selling Holder may sell all or any part of that number of shares of Qualified Common Stock equal to the product (rounded up to the nearest whole number) of obtained by multiplying (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Qualified Common Stock covered by the Sales Notice by (ii) a fraction, the numerator of which shall be the number of shares of Qualified Common Stock owned by such Tagging Stockholder by (B) the aggregate number Selling Holder on the date of outstanding shares the Sales Notice and the denominator of Company Common Stock and (ii) which shall be the total number of shares of Company Qualified Common Stock proposed owned the Buyer plus the number of shares of Qualified Common Stock held by all of the Selling Holders on the date of the Sales Notice. AIP shall effect its participation in the sale by promptly entering into any purchase agreement, transfer agreement or other agreement necessary to be directly consummate such transaction or indirectly Transferred delivering to the transferee or acquiring Person by Buyer certificates evidencing the AEA Investors applicable Qualified Common Stock duly endorsed for transfer to the purchaser of such Qualified Common Stock as set forth in the contemplated AEA Sale (a “Proposed Transferee”)Sales Notice. To the extent that any prospective purchaser or purchasers refuses to purchase Qualified Common Stock from AIP, at the Buyer shall not sell to such prospective purchaser or purchasers any Qualified Common Stock unless and until, simultaneously with such sale, the Buyer purchases such shares or other Qualified Common Stock from AIP for the same price per share consideration and upon substantially on the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (A) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (B) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock proposed transfer described in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale to the extent not paid or reimbursed by the Company or the Proposed TransfereeSales Notice.