Common use of Tag-Along Sale Clause in Contracts

Tag-Along Sale. (a) If the Company wants to consummate a transaction that constitutes a Change of Control (a “Change of Control Transaction”) other than pursuant to Section 3.3, the Company must first give written notice of such intent to the other Shareholders of such proposed Change of Control Transaction by a date which shall not be later than fifteen (15) days prior to the Company entering into any definitive binding agreement in respect thereof (the “Sale Notice”). Thereafter, each other Shareholder (a “Tag-Along Shareholder”) may cause the Company to effect a Disposition of such other Shareholder’s Shares; in each case, only pursuant to and in accordance with the following provisions of this Section 3.7: (b) The Tag-Along Shareholders shall have the right, but not the obligation, to participate in the proposed Change of Control Transaction on the terms and conditions herein stated (the “Tag-Along Option”) which right shall be exercisable upon such written notice (the “Acceptance Notice”) to the Company within ten (10) days of receipt of the Sale Notice. Each Acceptance Notice shall indicate the maximum number of Shares that the Tag-Along Shareholder wishes to sell on the terms and conditions stated in the Sale Notice. (c) Each Tag-Along Shareholder shall have the right to sell a portion of its Shares pursuant to the Change of Control Transaction which is equal to such Shareholder’s pro rata percentage of shares being sold in the Change of Control Transaction. (d) Within ten (10) days after the date by which a Tag-Along Shareholder notifies the Company of its intent to exercise the Tag-Along Option, the Company shall notify such Tag-Along Shareholder of the amount of Shares held by such Tag-Along Shareholder that will be included in the sale and the date on which the Change of Control Transaction will be consummated, which shall be no later than the later of (i) twenty (20) days after the date by which each Shareholder was required to notify the Company of its intent to exercise the Tag-Along Option and (ii) five (5) days after the satisfaction of any governmental approval or filing requirements, if any. (e) Each Tag-Along Shareholder may effect its participation in any Change of Control Transaction, and as part of its participation in the Change of Control Transaction pursuant to a duly exercised Tag-Along Option, shall deliver to the proposed transferee at a closing to be held at the offices of the Company (or such other place as the parties agree), one or more certificates, properly endorsed for transfer, which represent all of the Shares owned by such Tag-Along Shareholder which is to be transferred in connection with the Change of Control Transaction, and each Tag-Along Shareholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Change of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect thereto) that the proposed transferee of the Shares (or interests therein) is receiving good and marketable title to such Shares (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that with respect to any matter as to which a Tag-Along Shareholder shall agree to provide indemnification (other than its own title to such Shares), such Tag-Along Shareholder shall in no event be required to provide indemnification in an amount that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Shares involved in such transfer that are represented by the Shares owned by such Tag-Along Shareholder. In addition, the Company and each Tag-Along Shareholder shall reasonably cooperate and consult with each other in order to effect the Change of Control Transaction, and each Tag-Along Shareholder shall provide reasonable assistance to the Company in connection with the preparation of disclosure schedules relating to representations and warranties to be made to the proposed transferee in connection with such Change of Control Transaction and in the determination of the appropriate scope of, or limitations or exceptions to, such representations and warranties. At the time of consummation of the Change of Control Transaction, the proposed transferee shall remit directly to each such Tag-Along Shareholder that portion of the sale proceeds to which such Tag-Along Shareholder is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities)

Tag-Along Sale. (a) If at any time after the Company wants expiration of the Lock-Up Period (i) the Class A Member receives, and intends to consummate accept, a transaction dated, bona fide third party offer ("Third Party Offer") to acquire 50% or more of the Class A Member's Class A Membership Interests, and (ii) the proposed Transfer is to be made to someone who is not an Affiliate of the Class A Member (each Transfer that constitutes meets the conditions of (i) and (ii) being called a Change of Control (a “Change of Control Transaction”) other than pursuant to Section 3.3, the Company must first give written notice of such intent to the other Shareholders of such proposed Change of Control Transaction by a date which shall not be later than fifteen (15) days prior to the Company entering into any definitive binding agreement in respect thereof (the “Sale Notice”). Thereafter, each other Shareholder (a “"Tag-Along Shareholder”Transfer"), the Class B Member shall have the right (the "Tag-Along Right") may cause to participate in the Company Tag-Along Transfer with respect to effect a Disposition corresponding percentage of such other Shareholder’s Shares; in each case, only pursuant to and in accordance its Class B Membership Interests (with the following provisions of this Section 3.7:Class A Membership Interests proposed to be sold by the Class A Members being called the "Tagged Membership Interests" and, the Class B Membership Interests proposed to be sold by the Class B Members being called the "Tag-Along Membership Interests"). (b) The Tag-Along Shareholders Class A Member shall have the right, but not the obligation, to participate in the proposed Change of Control Transaction on the terms and conditions herein stated (the “Tag-Along Option”) which right shall be exercisable upon such send written notice (the “Acceptance "Tag-Along Notice”") to the Company within ten (10) days of receipt and the Class B Member of the Sale NoticeThird Party Offer and proposed Tag-Along Transfer within 10 days after receiving the Third Party Offer, including, without limitation, all consideration to be paid and the identity of the proposed transferee(s). Each Acceptance Notice shall indicate If the maximum number of Shares that B Class Member desires to exercise the Tag-Along Shareholder wishes Right that became exercisable as a result of such proposed Tag-Along Transfer, it shall give written notice to the Company (a "Tag-Along Election Notice"), within 30 days after the Tag-Along Notice, that such Member desires to sell on its Tag-Along Membership Interests. Failure of the terms and conditions stated in the Sale NoticeClass B Member to deliver such a Tag-Along Exercise Notice by such date shall be deemed to constitute an election by it not to exercise such Tag-Along Right. (c) Each If the Class B Member properly gives the Tag-Along Shareholder Election Notice, it shall have the right to sell a portion of its Shares pursuant to the Change of Control Transaction which is equal to such Shareholder’s pro rata percentage of shares being sold Class B Membership Interests in the Change of Control TransactionTag-Along Transfer (each, a "Tag-Along Participant"). (d) Within ten (10) days after the date by which The delivery of a Tag-Along Shareholder notifies Election Notice shall constitute an irrevocable commitment by a Tag-Along Participant to sell its respective Tag-Along Membership Interests for its proportionate share of the Company of its intent to exercise consideration specified in the Tag-Along Option, the Company shall notify such Tag-Along Shareholder of the amount of Shares held by such Tag-Along Shareholder that will be included in the sale and the date on which the Change of Control Transaction will be consummated, which shall be no later than the later of (i) twenty (20) days after the date by which each Shareholder was required Notice unless a determination not to notify the Company of its intent to exercise proceed with the Tag-Along Option Transfer is made by mutual agreement among the proposed transferee, the Class A Member, and (ii) five (5) days after the satisfaction of any governmental approval or filing requirements, if anyTag-Along Participants. (e) Each The Class A Member shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Tag-Along Shareholder may effect its participation in Participants. The Class A Member shall not Transfer any Change of Control Transaction, and as part of its participation in Class A Membership Interests to the Change of Control Transaction pursuant prospective transferee(s) if the prospective transferee(s) refuse to a duly exercised purchase the Tag-Along Option, shall deliver to the proposed transferee at a closing to be held at the offices of the Company (or such other place as the parties agree), one or more certificates, properly endorsed for transfer, which represent all of the Shares owned by such Tag-Along Shareholder which is to be transferred in connection with the Change of Control Transaction, and each Tag-Along Shareholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Change of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect thereto) that the proposed transferee of the Shares (or interests therein) is receiving good and marketable title to such Shares (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that with respect to any matter as to which a Tag-Along Shareholder shall agree to provide indemnification (other than its own title to such Shares), such Tag-Along Shareholder shall in no event be required to provide indemnification in an amount that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Shares involved in such transfer that are represented by the Shares owned by such Tag-Along Shareholder. In addition, the Company and each Tag-Along Shareholder shall reasonably cooperate and consult with each other in order to effect the Change of Control Transaction, and each Tag-Along Shareholder shall provide reasonable assistance to the Company in connection with the preparation of disclosure schedules relating to representations and warranties to be made to the proposed transferee in connection with such Change of Control Transaction and in the determination of the appropriate scope of, or limitations or exceptions to, such representations and warranties. At the time of consummation of the Change of Control Transaction, the proposed transferee shall remit directly Membership Interests assigned to each such Tag-Along Shareholder Participant. After compliance with this Section 9.5, each Tag-Along Participant shall be permitted to Transfer its Tag-Along Membership Interests to the prospective transferee(s) on terms no more advantageous to them than those specified in the Tag-Along Notice, with each Tag-Along Participant providing the same representations, warranties and indemnifications as the Class A Member, except that portion the liability of any Tag-Along Participant for breach of representations or warranties or for indemnification payments will be several, and not joint, will be proportionate to the sale proceeds received or receivable by it in the Tag-Along Transfer (unless the obligation arises from a representation, warranty, or covenant unique to which such Tag-Along Shareholder is entitled Participant (e.g., title to its the Tag-Along Membership Interests)), and will be limited to any net proceeds received or receivable by reason it in the Tag-Along Transfer. (f) Each of the Tag-Along Participants shall assist in effecting the Tag-Along Transfer, pursuant to the terms and conditions specified in the Tag-Along Notice, of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities)Tag-Along Membership Interests.

Tag-Along Sale. (a) If In the Company wants to consummate a transaction event that constitutes a Change any Stockholder or group of Control Stockholders (a “Change of Control TransactionProposed Seller”) other than proposes to Transfer Shares pursuant to one or more related transactions that would constitute a Control Transfer (if Drag-Along Rights are not exercised pursuant to Section 3.35.1) (any such Transfer, a “Proposed Sale”), each other Stockholder other than any Stockholder that is an officer or employee of the Company or any of its Subsidiaries (collectively, the Company must first “Eligible Participating Stockholders”) shall have the right to participate in the Proposed Sale by Transferring its pro rata portion of Shares to the Proposed Buyer in accordance with this Section 5.2. Such Proposed Seller shall give written notice of such intent to the other Shareholders of such proposed Change of Control Transaction by a date which shall not be later than fifteen (15) days prior to the Company entering into any definitive binding agreement in respect thereof (the “Proposed Sale Notice”). Thereafter, each other Shareholder (a “Tag-Along ShareholderNotice”) may cause to each of the Company Eligible Participating Stockholders, with a copy to effect a Disposition of such other Shareholder’s Shares; in each case, only pursuant to and in accordance with the following provisions of this Section 3.7: (b) Company. The Tag-Along Shareholders Notice shall have offer to each Eligible Participating Stockholder the right, but not the obligation, option to participate in the proposed Change of Control Transaction such Proposed Sale on the terms and conditions herein stated set forth in the Tag- Along Notice (and, in any event, on the same terms and conditions as the Proposed Seller) and shall include the following information with respect to the Proposed Sale: (i) the name of each proposed Transferee(s) (the “Tag-Along OptionProposed Buyer”), (ii) which right a summary of the material terms and conditions thereof, (iii) the percentage of the Proposed Seller’s Shares proposed to be Transferred therein, (iv) the proposed amount and form of consideration to be received by the Proposed Seller and (v) other such information as shall be exercisable upon such reasonably requested. (b) Each Eligible Participating Stockholder may, by written notice (the “Acceptance Notice”) given to the Company Proposed Seller within ten (10) days Business Days after the date of receipt of the Sale Notice. Each Acceptance Notice shall indicate the maximum number of Shares that the Tag-Along Shareholder wishes Notice, elect to sell up to the number of Shares in the Proposed Sale as equals the Tag-Along Portion of such Eligible Participating Stockholder, on the terms and conditions stated approved by the Proposed Seller, which terms and conditions shall be the same as those on which the Proposed Seller’s Shares are to be sold and shall be consistent with the terms and conditions set forth in the Sale Notice. (c) Each Tag-Along Shareholder shall have the right to sell a portion of its Shares pursuant to the Change of Control Transaction which is equal to such Shareholder’s pro rata percentage of shares being sold in the Change of Control Transaction. (d) Within ten (10) days after the date by which a Tag-Along Shareholder notifies the Company of its intent to exercise the Tag-Along OptionNotice (each Eligible Participating Stockholder who timely makes such election, a “Tagging Stockholder”). The Proposed Seller shall cause the Company shall notify such Tag-Along Shareholder of Proposed Buyer to purchase from each Tagging Stockholder the amount number of Shares held by such Tag-Along Shareholder that will be included in the sale and the date on which the Change of Control Transaction will be consummated, which shall be no later than the later of (i) twenty (20) days after the date by which each Shareholder was required equal to notify the Company of its intent to exercise the Tag-Along Option and (ii) five (5) Portion of such Tagging Stockholder. The decision by any Eligible Participating Stockholder as to whether to elect to participate in any Proposed Sale shall not adversely affect such Eligible Participating Stockholder’s right to elect to participate as a Tagging Stockholder in any other Proposed Sale. The Proposed Seller shall have a period of 60 days after following the satisfaction expiration of any governmental approval or filing requirements, if any. (e) Each the ten Business Day notice period mentioned above to consummate the Proposed Sale to the Proposed Buyer in accordance with this Section 5.2 without being required to provide an additional Tag-Along Shareholder may effect its participation in any Change of Control Transaction, and as part of its participation in the Change of Control Transaction pursuant Notice to a duly exercised Tag-Along Option, shall deliver to the proposed transferee at a closing to be held at the offices of the Company (or such other place as the parties agree), one or more certificates, properly endorsed for transfer, which represent all of the Shares owned by such Tag-Along Shareholder which is to be transferred in connection with the Change of Control Transaction, and each Tag-Along Shareholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Change of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect thereto) that the proposed transferee of the Shares (or interests therein) is receiving good and marketable title to such Shares (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that with respect to any matter as to which a Tag-Along Shareholder shall agree to provide indemnification (other than its own title to such Shares), such Tag-Along Shareholder shall in no event be required to provide indemnification in an amount that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Shares involved in such transfer that are represented by the Shares owned by such Tag-Along Shareholder. In addition, the Company and each Tag-Along Shareholder shall reasonably cooperate and consult with each other in order to effect the Change of Control Transaction, and each Tag-Along Shareholder shall provide reasonable assistance to the Company in connection with the preparation of disclosure schedules relating to representations and warranties to be made to the proposed transferee in connection with such Change of Control Transaction and in the determination of the appropriate scope of, or limitations or exceptions to, such representations and warranties. At the time of consummation of the Change of Control Transaction, the proposed transferee shall remit directly to each such Tag-Along Shareholder that portion of the sale proceeds to which such Tag-Along Shareholder is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities)Eligible Participating Stockholders.

Tag-Along Sale. In the event of a Transfer (a) If the Company wants to consummate a transaction that constitutes a Change of Control (a “Change of Control Transaction”) other than pursuant to Section 3.3, the Company must first give written notice a Permitted Transfer or a Drag-Along Sale) of such intent to the other Shareholders of such proposed Change of Control Transaction by a date which shall not be later than fifteen (15) days prior to the Company entering into any definitive binding agreement in respect thereof Ownership Interests (the “Sale NoticeTag-Along Interests”) by any member of the Colony Capital Group, or by any other holders of Ownership Interests other than Wafra Entities, together with their Affiliates and/or Related Persons (to the extent such holders of Ownership Interests, Affiliates and/or Related Persons collectively own 10% or more of the total Ownership Interests outstanding, in the aggregate, at the time of such first Transfer (but without giving effect to such Transfer). Thereafter, each other Shareholder ) (a “Tag-Along ShareholderSeller”) may cause the Company to effect a Disposition of such other Shareholder’s Shares; in Third-Party Purchaser (a “Purchaser”), then each case, only pursuant to and in accordance with the following provisions of this Section 3.7: (b) The Tag-Along Shareholders Seller shall have be required to, and CCOC shall cause (or, with respect to each Tag-Along Seller that is not a Controlled Affiliate of CCOC, take all actions within its control to cause) each Tag-Along Seller to, provide the right, but not Wafra Participation Buyer and the obligation, to participate in the proposed Change Wafra Representative with at least thirty (30) days’ prior written notice of Control Transaction on the terms and conditions herein stated such Transfer (the “Tag-Along OptionNotice”), which notice shall identify the Purchaser, the percentage of the Ownership Interests proposed to be Transferred by the Tag-Along Seller, the applicable percentage of the then-issued Ownership Interests of the Company or applicable Subsidiary that such proposed Transfer represents, a statement as to whether the Company and CCOC would otherwise be required to issue a Drag-Along Notice under Section 11, the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. To the extent not previously provided, each Tag-Along Seller shall provide the Wafra Representative, on behalf of the Wafra Participation Buyers, with all material information made available to the Purchaser in connection with the proposed Transfer and any other information reasonably requested by the Wafra Representative to the extent available. Within thirty (30) which right shall be exercisable upon days following receipt of such Tag-Along Notice, the Wafra Participation Buyers that hold Ownership Interests may elect, by providing a written notice offer to the Tag-Along Sellers and the Purchaser, to Transfer to the Purchaser the Ownership Interests specified therein, up to that percentage of the Ownership Interests of such Wafra Participation Buyers (the “Acceptance NoticeTagging Interest”) equal to the percentage of the Ownership Interests of the Company or its applicable Subsidiaries held by the Tag-Along Sellers that is proposed to be Transferred by the Tag-Along Sellers, subject to Section 12(c) and Section 13, at the same price per Ownership Interest and otherwise on the same terms as those being offered to the Tag-Along Seller (any such Transfer, a “Tag-Along Sale”). Subject to Section 12(b) and Section 12(c), such Wafra Participation Buyer(s) shall execute all appropriate documents reasonably necessary to Transfer ownership of such Tagging Interest to the Purchaser. Failure by a Wafra Participation Buyer to respond in writing within ten such thirty (1030)-day period shall be deemed to be a waiver of its tag-along rights under this Section 10(a) with respect to such Transfer but only to the extent the Tag-Along Seller is not again required to comply with this Section 10(a) in connection with a Transfer. If the Wafra Participation Buyers waive their tag-along rights under this Section 10(a), the Tag-Along Sellers shall have the right to consummate such Transfer free of such rights; provided, that (x) such Transfer is fully closed and consummated within one hundred twenty (120) days following the expiration of receipt such thirty (30)-day period (as it may be extended by up to an additional one hundred twenty (120) days as necessary for the expiration of regulatory waiting periods and to obtain regulatory approvals), and (y) the terms of the Sale actual Transfer are no more favorable as to price, and no more materially favorable as to the other terms taken as a whole -33- LA_LAN01:362817.14 to the Tag-Along Sellers, than those set forth in the Tag-Along Notice. Each Acceptance Notice Notwithstanding the foregoing, if a Wafra Participation Buyer elects to Transfer its Tagging Interest as provided herein, the proposed Transfer of Tag-Along Interests by the Tag-Along Seller to the Purchaser shall indicate not be permitted hereunder and any such purported Transfer shall not be valid (and thus shall not have any force or effect) unless the maximum number Purchaser accepts and purchases all of Shares the Tagging Interests tendered by the Wafra Participation Buyer(s) in connection with such proposed Transfer; provided, that, in the event that the Purchaser elects to acquire less than the full amount of both the Tag-Along Interests and the Tagging Interests, the amount of Tag-Along Interests and Tagging Interests being sold to such Purchaser shall be cut back such that the Tag-Along Shareholder wishes Seller shall be permitted to sell on the terms and conditions stated in the Sale Notice. (c) Each an amount of Tag-Along Shareholder shall have Interests that represents the right to sell a portion of its Shares pursuant to the Change of Control Transaction which is equal to such Shareholder’s pro rata same percentage of shares being sold in the Change of Control Transaction. (d) Within ten (10) days after the date by which a Tag-Along Shareholder notifies the Company of its intent to exercise the Tag-Along Option, Seller’s total Ownership Interests in the Company shall notify such Tag-Along Shareholder of or its applicable Subsidiaries as the amount of Shares held by such Tag-Along Shareholder the Tagging Interest that will be included in the sale and Wafra Participation Buyers are selling to the date on which Purchaser. Notwithstanding anything contained herein to the Change of Control Transaction will be consummatedcontrary, which there shall be no later than liability on the later part of (i) twenty (20) days after the date by which each Shareholder was required to notify the Company Colony Capital or any of its intent Affiliates to exercise the Tag-Along Option and (iiany Wafra Participation Buyers if a proposed Transfer of Ownership Interests pursuant to this Section 10(a) five (5) days after the satisfaction of is not consummated for any governmental approval or filing requirementsreason, if any. (e) Each Tag-Along Shareholder may effect its participation in any Change of Control Transaction, and except as part of its participation otherwise set forth in the Change of Control Transaction pursuant to a duly exercised Tag-Along Option, shall deliver to the proposed transferee at a closing to be held at the offices of the Company (or such other place as the parties agree), one or more certificates, properly endorsed for transfer, which represent all of the Shares owned by such Tag-Along Shareholder which is to be transferred in connection with the Change of Control Transaction, and each Tag-Along Shareholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Change of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect definitive documentation related thereto) that the proposed transferee of the Shares (or interests therein) is receiving good and marketable title to such Shares (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that with respect to any matter as to which a Tag-Along Shareholder shall agree to provide indemnification (other than its own title to such Shares), such Tag-Along Shareholder shall in no event be required to provide indemnification in an amount that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Shares involved in such transfer that are represented by the Shares owned by such Tag-Along Shareholder. In addition, the Company and each Tag-Along Shareholder shall reasonably cooperate and consult with each other in order to effect the Change of Control Transaction, and each Tag-Along Shareholder shall provide reasonable assistance to the Company in connection with the preparation of disclosure schedules relating to representations and warranties to be made to the proposed transferee in connection with such Change of Control Transaction and in the determination of the appropriate scope of, or limitations or exceptions to, such representations and warranties. At the time of consummation of the Change of Control Transaction, the proposed transferee shall remit directly to each such Tag-Along Shareholder that portion of the sale proceeds to which such Tag-Along Shareholder is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities).

Tag-Along Sale. In the event of a Transfer (a) If the Company wants to consummate a transaction that constitutes a Change of Control (a “Change of Control Transaction”) other than pursuant to Section 3.3, the Company must first give written notice a Permitted Transfer or a Drag-Along Sale) of such intent to the other Shareholders of such proposed Change of Control Transaction by a date which shall not be later than fifteen (15) days prior to the Company entering into any definitive binding agreement in respect thereof Ownership Interests (the “Sale NoticeTag-Along Interests”) by any member of the DigitalBridge Group, or by any other holders of Ownership Interests other than Wafra Entities, together with their Affiliates and/or Related Persons (to the extent such holders of Ownership Interests, Affiliates and/or Related Persons collectively own 10% or more of the total Ownership Interests outstanding, in the aggregate, at the time of such first Transfer (but without giving effect to such Transfer). Thereafter, each other Shareholder ) (a “Tag-Along ShareholderSeller”) may cause the Company to effect a Disposition of such other Shareholder’s Shares; in Third-Party Purchaser (a “Purchaser”), then each case, only pursuant to and in accordance with the following provisions of this Section 3.7: (b) The Tag-Along Shareholders Seller shall have be required to, and DBOC shall cause (or, with respect to each Tag-Along Seller that is not a Controlled Affiliate of DBOC, take all actions -28- within its control to cause) each Tag-Along Seller to, provide the right, but not Wafra Participation Entity and the obligation, to participate in the proposed Change Wafra Representative with at least thirty (30) days’ prior written notice of Control Transaction on the terms and conditions herein stated such Transfer (the “Tag-Along OptionNotice”), which notice shall identify the Purchaser, the percentage of the Ownership Interests proposed to be Transferred by the Tag-Along Seller (including the corresponding percentages of Carried Interest in respect of the Digital Colony Funds proposed to be Transferred as a result of the proposed Transfer of Ownership Interests), the applicable percentage of the then-issued Ownership Interests (including the corresponding percentages of Carried Interest in respect of the Digital Colony Funds proposed to be Transferred as a result of the proposed Transfer of Ownership Interests) which right of the Company or applicable Subsidiary that such proposed Transfer represents, a statement as to whether the Company and DBOC would otherwise be required to issue a Drag-Along Notice under Section 9, the purchase price therefor (including the allocation of such purchase price to the Carried Interest in respect of the Digital Colony Funds included as a result of the proposed Transfer of such Ownership Interests), and a summary of the other material terms and conditions of the proposed Transfer. To the extent not previously provided, each Tag-Along Seller shall be exercisable upon provide the Wafra Representative, on behalf of the Wafra Participation Entity, with all material information made available to the Purchaser in connection with the proposed Transfer and any other information reasonably requested by the Wafra Representative to the extent available. Within thirty (30) days following receipt of such Tag-Along Notice, the Wafra Participation Entity that hold Ownership Interests may elect, by providing a written notice offer to the Tag-Along Sellers and the Purchaser, to Transfer to the Purchaser the Ownership Interests specified therein, up to that percentage of the Ownership Interests of such Wafra Participation Entity (the “Acceptance NoticeTagging Interest”) equal to the percentage of the Ownership Interests of the Company or its applicable Subsidiaries (including the corresponding percentages of Carried Interest with respect to the Digital Colony Funds to be Transferred as a result of the proposed Transfer of Ownership Interests) held by the Tag-Along Sellers that is proposed to be Transferred by the Tag-Along Sellers, subject to Section 10 and Section 11, at the same price per Ownership Interest and otherwise on the same terms as those being offered to the Tag-Along Seller (any such Transfer, a “Tag-Along Sale”). Subject to Section 10, such Wafra Participation Entity(s) shall execute all appropriate documents reasonably necessary to Transfer ownership of such Tagging Interest to the Purchaser. Failure by a Wafra Participation Entity to respond in writing within ten such thirty (1030)-day period shall be deemed to be a waiver of its tag-along rights under this Section 8(a) with respect to such Transfer but only to the extent the Tag-Along Seller is not again required to comply with this Section 8(a) in connection with a Transfer. If the Wafra Participation Entity waive their tag-along rights under this Section 10(a), the Tag-Along Sellers shall have the right to consummate such Transfer free of such rights; provided, that (x) such Transfer is fully closed and consummated within one hundred twenty (120) days following the expiration of receipt such thirty (30)-day period (as it may be extended by up to an additional one hundred twenty (120) days as necessary for the expiration of regulatory waiting periods and to obtain regulatory approvals), and (y) the terms of the Sale actual Transfer are no more favorable as to price, and no more materially favorable as to the other terms taken as a whole to the Tag-Along Sellers, than those set forth in the Tag-Along Notice. Each Acceptance Notice Notwithstanding the foregoing, if a Wafra Participation Entity elects to Transfer its Tagging Interest as provided herein, the proposed Transfer of Tag-Along Interests by the Tag-Along Seller to the Purchaser shall indicate not be permitted hereunder and any such purported Transfer shall not be valid (and thus shall not have any force or effect) unless the maximum number Purchaser accepts and purchases all of Shares the Tagging Interests tendered by the Wafra Participation Entity(s) in connection with such proposed Transfer; provided, that, in the event that the Purchaser elects to acquire less than the full amount of both the Tag-Along Interests and the Tagging Interests, the amount of Tag-Along Interests and Tagging Interests being sold to such Purchaser shall be cut back such that the Tag-Along Shareholder wishes Seller shall be permitted to sell on the terms and conditions stated in the Sale Notice. (c) Each an amount of Tag-Along Shareholder shall have Interests that represents the right to sell a portion of its Shares pursuant to the Change of Control Transaction which is equal to such Shareholder’s pro rata same percentage of shares being sold in the Change of Control Transaction. (d) Within ten (10) days after the date by which a Tag-Along Shareholder notifies the Company of its intent to exercise the Tag-Along Option, Seller’s total Ownership Interests (including the corresponding percentages of Carried Interest with respect to the Digital Colony Funds to be Transferred as a result of the proposed Transfer of such Ownership Interests) in the Company shall notify such Tag-Along Shareholder of or its applicable Subsidiaries as the amount of Shares held by such Tag-Along Shareholder the Tagging Interest that will be included in the sale and Wafra Participation Entity are selling to the date on which Purchaser. Notwithstanding anything contained herein to the Change of Control Transaction will be consummatedcontrary, which there shall be no later than liability on the later part of (i) twenty (20) days after the date by which each Shareholder was required to notify the Company DigitalBridge or any of its intent Affiliates to exercise the Tag-Along Option and (iiany Wafra Participation Entity if a proposed Transfer of Ownership Interests pursuant to this Section 8(a) five (5) days after the satisfaction of is not consummated for any governmental approval or filing requirementsreason, if any. (e) Each Tag-Along Shareholder may effect its participation in any Change of Control Transaction, and except as part of its participation otherwise set forth in the Change of Control Transaction pursuant to a duly exercised Tag-Along Option, shall deliver to the proposed transferee at a closing to be held at the offices of the Company (or such other place as the parties agree), one or more certificates, properly endorsed for transfer, which represent all of the Shares owned by such Tag-Along Shareholder which is to be transferred in connection with the Change of Control Transaction, and each Tag-Along Shareholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Change of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect definitive documentation related thereto) that the proposed transferee of the Shares (or interests therein) is receiving good and marketable title to such Shares (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that with respect to any matter as to which a Tag-Along Shareholder shall agree to provide indemnification (other than its own title to such Shares), such Tag-Along Shareholder shall in no event be required to provide indemnification in an amount that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Shares involved in such transfer that are represented by the Shares owned by such Tag-Along Shareholder. In addition, the Company and each Tag-Along Shareholder shall reasonably cooperate and consult with each other in order to effect the Change of Control Transaction, and each Tag-Along Shareholder shall provide reasonable assistance to the Company in connection with the preparation of disclosure schedules relating to representations and warranties to be made to the proposed transferee in connection with such Change of Control Transaction and in the determination of the appropriate scope of, or limitations or exceptions to, such representations and warranties. At the time of consummation of the Change of Control Transaction, the proposed transferee shall remit directly to each such Tag-Along Shareholder that portion of the sale proceeds to which such Tag-Along Shareholder is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities).

Tag-Along Sale. In the event of a Transfer (a) If the Company wants to consummate a transaction that constitutes a Change of Control (a “Change of Control Transaction”) other than pursuant to Section 3.3, the Company must first give written notice a Permitted Transfer or a Drag-Along Sale) of such intent to the other Shareholders of such proposed Change of Control Transaction by a date which shall not be later than fifteen (15) days prior to the Company entering into any definitive binding agreement in respect thereof Ownership Interests (the “Sale NoticeTag-Along Interests”) by any member of the Colony Capital Group, or by any other holders of Ownership Interests other than Wafra Entities, together with their Affiliates and/or Related Persons (to the extent such holders of Ownership Interests, Affiliates and/or Related Persons collectively own 10% or more of the total Ownership Interests outstanding, in the aggregate, at the time of such first Transfer (but without giving effect to such Transfer). Thereafter, each other Shareholder ) (a “Tag-Along ShareholderSeller”) may cause the Company to effect a Disposition of such other Shareholder’s Shares; in Third-Party Purchaser (a “Purchaser”), then each case, only pursuant to and in accordance with the following provisions of this Section 3.7: (b) The Tag-Along Shareholders Seller shall have be required to, and CCOC shall cause (or, with respect to each Tag-Along Seller that is not a Controlled Affiliate of CCOC, take all actions within its control to cause) each Tag-Along Seller to, provide the rightWafra Management Subscribers and the Wafra Representative with at least thirty (30) days’ prior written notice (or, but if the Conversion has not the obligationoccurred at such time, to participate in the proposed Change forty five (45) days’ prior written notice) of Control Transaction on the terms and conditions herein stated such Transfer (the “Tag-Along OptionNotice”), which notice shall identify the Purchaser, the percentage of the Ownership Interests proposed to be Transferred by the Tag-Along Seller, the applicable percentage of the then-issued Ownership Interests of the applicable Digital Colony Management Parties that such proposed Transfer represents, a statement as to whether DCMH and CCOC would otherwise be required to issue a Drag-Along Notice under Section 4.3(a), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. To the extent not previously provided, each Tag-Along Seller shall provide the Wafra Representative, on behalf of the Wafra Management Subscribers, with all material information made available to the Purchaser in connection with the proposed Transfer and any other information reasonably requested by the Wafra Representative to the extent available. Within thirty LA_LAN01:362977.13 (30) which right shall be exercisable upon days following receipt of such Tag-Along Notice, the Wafra Management Subscribers that hold Ownership Interests may elect, by providing a written notice offer to the Tag-Along Sellers and the Purchaser, to Transfer to the Purchaser the Ownership Interests specified therein, up to that percentage of the Ownership Interests of such Wafra Management Subscribers (the “Acceptance NoticeTagging Interest”) equal to the Company percentage of the Ownership Interests of the applicable Digital Colony Management Parties held by the Tag-Along Sellers that is proposed to be Transferred by the Tag-Along Sellers, subject to Section 4.6 and Section 4.7, at the same price per Ownership Interest and otherwise on the same terms as those being offered to the Tag-Along Seller (any such Transfer, a “Tag-Along Sale”). Subject to Section 4.5, such Wafra Management Subscriber(s) shall execute all appropriate documents reasonably necessary to Transfer ownership of such Tagging Interest to the Purchaser. Failure by a Wafra Management Subscriber to respond in writing within ten such thirty (1030)-day period shall be deemed to be a waiver of its tag-along rights under this Section 4.2(a) with respect to such Transfer but only to the extent the Tag-Along Seller is not again required to comply with this Section 4.2 in connection with a Transfer. If the Wafra Management Subscribers waive their tag-along rights under this Section 4.2(a), the Tag-Along Sellers shall have the right to consummate such Transfer free of such rights; provided, that (x) such Transfer is fully closed and consummated within one hundred twenty (120) days following the expiration of receipt such thirty (30)-day period (as it may be extended by up to an additional one hundred twenty (120) days as necessary for the expiration of regulatory waiting periods and to obtain regulatory approvals), and (y) the terms of the Sale actual Transfer are no more favorable as to price, and no more materially favorable as to the other terms taken as a whole to the Tag-Along Sellers, than those set forth in the Tag-Along Notice. Each Acceptance Notice Notwithstanding the foregoing, if a Wafra Management Subscriber elects to Transfer its Tagging Interest as provided herein, the proposed Transfer of Tag-Along Interests by the Tag-Along Seller to the Purchaser shall indicate not be permitted hereunder and any such purported Transfer shall not be valid (and thus shall not have any force or effect) unless the maximum number Purchaser accepts and purchases all of Shares the Tagging Interests tendered by the Wafra Management Subscriber(s) in connection with such proposed Transfer; provided, that, in the event that the Purchaser elects to acquire less than the full amount of both the Tag-Along Interests and the Tagging Interests, the amount of Tag-Along Interests and Tagging Interests being sold to such Purchaser shall be cut back such that the Tag-Along Shareholder wishes Seller shall be permitted to sell on the terms and conditions stated in the Sale Notice. (c) Each an amount of Tag-Along Shareholder shall have Interests that represents the right to sell a portion of its Shares pursuant to the Change of Control Transaction which is equal to such Shareholder’s pro rata same percentage of shares being sold in the Change of Control Transaction. (d) Within ten (10) days after the date by which a Tag-Along Shareholder notifies the Company of its intent to exercise the Tag-Along Option, Seller’s total Ownership Interests in the Company shall notify such Tag-Along Shareholder of applicable Digital Colony Management Parties as the amount of Shares held by such Tag-Along Shareholder the Tagging Interest that will be included in the sale and Wafra Management Subscribers are selling to the date on which Purchaser. Notwithstanding anything contained herein to the Change of Control Transaction will be consummatedcontrary, which there shall be no later than liability on the later part of (i) twenty (20) days after the date by which each Shareholder was required to notify the Company Colony Capital or any of its intent Affiliates to exercise the Tag-Along Option and (iiany Wafra Management Subscriber if a proposed Transfer of Ownership Interests pursuant to this Section 4.2(a) five (5) days after the satisfaction of is not consummated for any governmental approval or filing requirementsreason, if any. (e) Each Tag-Along Shareholder may effect its participation in any Change of Control Transaction, and except as part of its participation otherwise set forth in the Change of Control Transaction pursuant to a duly exercised Tag-Along Option, shall deliver to the proposed transferee at a closing to be held at the offices of the Company (or such other place as the parties agree), one or more certificates, properly endorsed for transfer, which represent all of the Shares owned by such Tag-Along Shareholder which is to be transferred in connection with the Change of Control Transaction, and each Tag-Along Shareholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Change of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect definitive documentation related thereto) that the proposed transferee of the Shares (or interests therein) is receiving good and marketable title to such Shares (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that with respect to any matter as to which a Tag-Along Shareholder shall agree to provide indemnification (other than its own title to such Shares), such Tag-Along Shareholder shall in no event be required to provide indemnification in an amount that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Shares involved in such transfer that are represented by the Shares owned by such Tag-Along Shareholder. In addition, the Company and each Tag-Along Shareholder shall reasonably cooperate and consult with each other in order to effect the Change of Control Transaction, and each Tag-Along Shareholder shall provide reasonable assistance to the Company in connection with the preparation of disclosure schedules relating to representations and warranties to be made to the proposed transferee in connection with such Change of Control Transaction and in the determination of the appropriate scope of, or limitations or exceptions to, such representations and warranties. At the time of consummation of the Change of Control Transaction, the proposed transferee shall remit directly to each such Tag-Along Shareholder that portion of the sale proceeds to which such Tag-Along Shareholder is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities).

Tag-Along Sale. If a Party (a“Selling Party”) If should, at any time or from time to time, sell or convey more than fifty percent (50%) of its interest owned at that time in the Company wants to consummate a transaction that constitutes a Change of Control Gunsmoke Prospect (a “Change of Control Transaction”), the other Parties (“Responding Parties”) other than will have the right to request the Selling Party to assist the Responding Parties in selling to the same buyer in a simultaneous transaction a like interest in the Gunsmoke Prospect under the same sale terms applicable to the Selling Party’s sale (“Tag-Along Rights”). The value attributed to Responding Parties’ interest in and to the Gunsmoke Prospect to be sold pursuant to Section 3.3, its exercise of its Tag-Along Rights shall be equivalent to the Company must first value attributed to Selling Party’s interest in the Gunsmoke Prospect by the buyer in the Transaction. The Selling Party shall give written notice of such intent to the other Shareholders of such proposed Change of Control Transaction by a date which shall not be later than fifteen (15) days prior to the Company entering into any definitive binding agreement in respect thereof (the “Sale Notice”). Thereafter, each other Shareholder (a “Tag-Along Shareholder”) may cause the Company to effect a Disposition of such other Shareholder’s Shares; in each case, only pursuant to and in accordance with the following provisions all of this Section 3.7: (b) The Tag-Along Shareholders shall have the right, but not the obligation, to participate in the proposed Change of Control Transaction on the terms and conditions herein stated of the Transaction to the Responding Parties not later than thirty (30) days prior to the “date set for closing of the Transaction. The Responding Parties, having received the Sale Notice, shall make a written election whether to exercise their Tag-Along Option”) which right shall be exercisable upon such written notice (the “Acceptance Notice”) Rights with respect to the Company relevant Transaction within ten (10) days of receipt of receiving the Sale Notice. Each Acceptance The failure of the Responding Parties to respond to a Sale Notice in a timely manner as provided in this Article VII shall indicate the maximum number constitute a waiver of Shares that the any and all Tag-Along Shareholder wishes Rights of the Responding Parties with respect to sell on such Transaction. If the terms and conditions stated in the Sale Notice. (c) Each Responding Parties exercise their Tag-Along Shareholder Rights with respect to a Transaction, the Selling Party shall have notify the right prospective buyer of the Responding Parties’ interest and shall use reasonable commercial efforts to sell cooperate with and assist the Responding Parties in consummating a portion sale of its Shares pursuant to the Change of Control Transaction which is equal to such Shareholder’s pro rata percentage of shares being sold Responding Parties’ interest in the Change of Control Transaction. (d) Within ten (10) days after the date by which Gunsmoke Prospect in a Tag-Along Shareholder notifies the Company of its intent to exercise the Tag-Along Option, the Company shall notify such Tag-Along Shareholder of the amount of Shares held by such Tag-Along Shareholder that will be included in the sale and the date on which the Change of Control Transaction will be consummated, which shall be no later than the later of (i) twenty (20) days after the date by which each Shareholder was required to notify the Company of its intent to exercise the Tag-Along Option and (ii) five (5) days after the satisfaction of any governmental approval or filing requirements, if any. (e) Each Tag-Along Shareholder may effect its participation in any Change of Control Transaction, and as part of its participation in the Change of Control Transaction pursuant to a duly exercised Tag-Along Option, shall deliver to the proposed transferee at a closing to be held at the offices of the Company (or such other place as the parties agree), one or more certificates, properly endorsed for transfer, which represent all of the Shares owned by such Tag-Along Shareholder which is to be transferred in connection transaction simultaneous with the Change of Control Transaction, and each Tag-Along Shareholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Change of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect thereto) that the proposed transferee of the Shares (or interests therein) is receiving good and marketable title to such Shares (or interests therein), free and clear of all pledges, security interests, or other liensSelling Party’s; provided, however, that with respect the Selling Party shall have no obligation or liability to the Responding Parties if the Selling Party fails, for any matter as reason, to which a Tag-Along Shareholder shall agree consummate its proposed Transaction. If the Transaction subject to provide indemnification (other the Sale Notice is for less than its own title to such Shares), such Tag-Along Shareholder shall in no event be required to provide indemnification in an amount that would exceed its pro rata portion all of the interest for sale by all Parties electing to sell, the total liability of the interests available for which such indemnification is sought, which pro rata portion sale by all Parties electing to sell shall be determined reduced proportionately based on the basis of the percentage of the total Shares involved in such transfer that are represented by the Shares owned by such Tag-Along Shareholder. In addition, the Company and each Tag-Along Shareholder shall reasonably cooperate and consult with each other in order to effect the Change of Control Transaction, and each Tag-Along Shareholder shall provide reasonable assistance to the Company in connection with the preparation of disclosure schedules relating to representations and warranties to be made to the proposed transferee in connection with such Change of Control Transaction and in the determination of the appropriate scope of, or limitations or exceptions to, such representations and warranties. At Parties’ respective ownership interests offered for sale at the time of consummation the Sale Notice. The rights provided for in this Article VII shall apply to asset sales to third Persons that are not Affiliates of the Change of Control TransactionSelling Party and that do not own any interest in the Gunsmoke Prospect, the proposed transferee shall remit directly and not to each such Tag-Along Shareholder that portion any transaction involving a sale of the sale proceeds to which such Tag-Along Shareholder is entitled by reason equity interests in or merger of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities)a Party.

Tag-Along Sale. In the event of a Transfer (a) If the Company wants to consummate a transaction that constitutes a Change of Control (a “Change of Control Transaction”) other than pursuant to Section 3.3, the Company must first give written notice a Permitted Transfer or a Drag-Along Sale) of such intent to the other Shareholders of such proposed Change of Control Transaction by a date which shall not be later than fifteen (15) days prior to the Company entering into any definitive binding agreement in respect thereof Ownership Interests (the “Sale NoticeTag-Along Interests”) by any member of the DigitalBridge Group, or by any other holders of Ownership Interests other than Wafra Entities, together with their Affiliates and/or Related Persons (to the extent such holders of Ownership Interests, Affiliates and/or Related Persons collectively own 10% or more of the total Ownership Interests outstanding, in the aggregate, at the time of such first Transfer (but without giving effect to such Transfer). Thereafter, each other Shareholder ) (a “Tag-Along ShareholderSeller”) may cause the Company to effect a Disposition of such other Shareholder’s Shares; in Third-Party Purchaser (a “Purchaser”), then each case, only pursuant to and in accordance with the following provisions of this Section 3.7: (b) The Tag-Along Shareholders Seller shall have be required to, and DBOC shall cause (or, with respect to each Tag-Along Seller that is not a Controlled Affiliate of DBOC, take all actions within its control to cause) each Tag-Along Seller to, provide the right, but not Wafra Participation Entity and the obligation, to participate in the proposed Change Wafra Representative with at least thirty (30) days’ prior written notice of Control Transaction on the terms and conditions herein stated such Transfer (the “Tag-Along OptionNotice”), which notice shall identify the Purchaser, the percentage of the Ownership Interests proposed to be Transferred by the Tag-Along Seller (including the corresponding percentages of Carried Interest in respect of the Digital Colony Funds proposed to be Transferred as a result of the proposed Transfer of Ownership Interests), the applicable percentage of the then-issued Ownership Interests (including the corresponding percentages of Carried Interest in respect of the Digital Colony Funds proposed to be Transferred as a result of the proposed Transfer of Ownership Interests) which right of the Company or applicable Subsidiary that such proposed Transfer represents, a statement as to whether the Company and DBOC would otherwise be required to issue a Drag-Along Notice under Section 9, the purchase price therefor (including the allocation of such purchase price to the Carried Interest in respect of the Digital Colony Funds included as a result of the proposed Transfer of such Ownership Interests), and a summary of the other material terms and conditions of the proposed Transfer. To the extent not previously provided, each Tag-Along Seller shall be exercisable upon provide the Wafra Representative, on behalf of the Wafra Participation Entity, with all material information made available to the Purchaser in connection with the proposed Transfer and any other information reasonably requested by the Wafra Representative to the extent available. Within thirty (30) days following receipt of such Tag-Along Notice, the Wafra Participation Entity that hold Ownership Interests may elect, by providing a written notice offer to the Tag-Along Sellers and the Purchaser, to Transfer to the Purchaser the Ownership Interests specified therein, up to that percentage of the Ownership Interests of such Wafra Participation Entity (the “Acceptance NoticeTagging Interest”) equal to the percentage of the Ownership Interests of the Company or its applicable Subsidiaries (including the corresponding percentages of Carried Interest with respect to the Digital Colony Funds to be Transferred as a result of the proposed Transfer of Ownership Interests) held by the Tag-Along Sellers that is proposed to be Transferred by the Tag-Along Sellers, subject to Section 10 and Section 11, at the same price per Ownership Interest and otherwise on the same terms as those being offered to the Tag-Along Seller (any such Transfer, a “Tag-Along Sale”). Subject to Section 10, such Wafra Participation Entity(s) shall execute all appropriate documents reasonably necessary to Transfer ownership of such Tagging Interest to the Purchaser. Failure by a Wafra Participation Entity to respond in writing within ten such thirty (1030)-day period shall be deemed to be a waiver of its tag-along rights under this Section 8(a) with respect to such Transfer but only to the extent the Tag-Along Seller is not again required to comply with this Section 8(a) in connection with a Transfer. If the Wafra Participation Entity waive their tag-along rights under this Section 10(a), the Tag-Along Sellers shall have the right to consummate such Transfer free of such rights; provided, that (x) such Transfer is fully closed and consummated within one hundred twenty (120) days following the expiration of receipt such thirty (30)-day period (as it may be extended by up to an additional one hundred twenty (120) days as necessary for the expiration of regulatory waiting periods and to obtain regulatory approvals), and (y) the terms of the Sale actual Transfer are no more favorable as to price, and no more materially favorable as to the other terms taken as a whole to the Tag-Along Sellers, than those set forth in the Tag-Along Notice. Each Acceptance Notice Notwithstanding the foregoing, if a Wafra Participation Entity elects to Transfer its Tagging Interest as provided herein, the proposed Transfer of Tag-Along Interests by the Tag-Along Seller to the Purchaser shall indicate not be permitted hereunder and any such purported Transfer shall not be valid (and thus shall not have any force or effect) unless the maximum number Purchaser accepts and purchases all of Shares the Tagging Interests tendered by the Wafra Participation Entity(s) in connection with such proposed Transfer; provided, that, in the event that the Purchaser elects to acquire less than the full amount of both the Tag-Along Interests and the Tagging Interests, the amount of Tag-Along Interests and Tagging Interests being sold to such Purchaser shall be cut back such that the Tag-Along Shareholder wishes Seller shall be permitted to sell on the terms and conditions stated in the Sale Notice. (c) Each an amount of Tag-Along Shareholder shall have Interests that represents the right to sell a portion of its Shares pursuant to the Change of Control Transaction which is equal to such Shareholder’s pro rata same percentage of shares being sold in the Change of Control Transaction. (d) Within ten (10) days after the date by which a Tag-Along Shareholder notifies the Company of its intent to exercise the Tag-Along Option, Seller’s total Ownership Interests (including the corresponding percentages of Carried Interest with respect to the Digital Colony Funds to be Transferred as a result of the proposed Transfer of such Ownership Interests) in the Company shall notify such Tag-Along Shareholder of or its applicable Subsidiaries as the amount of Shares held by such Tag-Along Shareholder the Tagging Interest that will be included in the sale and Wafra Participation Entity are selling to the date on which Purchaser. Notwithstanding anything contained herein to the Change of Control Transaction will be consummatedcontrary, which there shall be no later than liability on the later part of (i) twenty (20) days after the date by which each Shareholder was required to notify the Company DigitalBridge or any of its intent Affiliates to exercise the Tag-Along Option and (iiany Wafra Participation Entity if a proposed Transfer of Ownership Interests pursuant to this Section 8(a) five (5) days after the satisfaction of is not consummated for any governmental approval or filing requirementsreason, if any. (e) Each Tag-Along Shareholder may effect its participation in any Change of Control Transaction, and except as part of its participation otherwise set forth in the Change of Control Transaction pursuant to a duly exercised Tag-Along Option, shall deliver to the proposed transferee at a closing to be held at the offices of the Company (or such other place as the parties agree), one or more certificates, properly endorsed for transfer, which represent all of the Shares owned by such Tag-Along Shareholder which is to be transferred in connection with the Change of Control Transaction, and each Tag-Along Shareholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Change of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect definitive documentation related thereto) that the proposed transferee of the Shares (or interests therein) is receiving good and marketable title to such Shares (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that with respect to any matter as to which a Tag-Along Shareholder shall agree to provide indemnification (other than its own title to such Shares), such Tag-Along Shareholder shall in no event be required to provide indemnification in an amount that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Shares involved in such transfer that are represented by the Shares owned by such Tag-Along Shareholder. In addition, the Company and each Tag-Along Shareholder shall reasonably cooperate and consult with each other in order to effect the Change of Control Transaction, and each Tag-Along Shareholder shall provide reasonable assistance to the Company in connection with the preparation of disclosure schedules relating to representations and warranties to be made to the proposed transferee in connection with such Change of Control Transaction and in the determination of the appropriate scope of, or limitations or exceptions to, such representations and warranties. At the time of consummation of the Change of Control Transaction, the proposed transferee shall remit directly to each such Tag-Along Shareholder that portion of the sale proceeds to which such Tag-Along Shareholder is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities).