Common use of Tag-Along Transaction Clause in Contracts

Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if one or both Sponsors desire(s) to effect any Transfer of any of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) to any third party that is not an Affiliate of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option (a “Tag-Along Transaction”), they (or a proxy holder on behalf thereof) shall give written notice to the Management Stockholders offering such Management Stockholders the option to participate in such Tag-Along Transaction (a “Sale Notice”). The Sale Notice shall set forth the material terms of the proposed Tag-Along Transaction and identify the contemplated Transferee or Group. Such written notice shall include (A) the consideration to be received by the Selling Sponsors, (B) the identity of the purchaser, (C) other material terms and conditions of the proposed Transfer and (D) the date of the proposed Transfer. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer. (ii) Each of the Management Stockholders may, by written notice to the Selling Sponsors (a “Tag-Along Notice”) delivered within ten (10) days after the date of receipt of the Sale Notice (each such Management Stockholder delivering such timely notice being a “Tag-Along Stockholder”), elect to sell in such Tag-Along Transaction the Company Shares held by such Management Stockholder, provided that the number of shares to be sold by such Management Stockholder will not exceed its Pro Rata Portion. The Company Shares to be sold by a Tag-Along Stockholder in a Tag-Along Transaction may include Deemed Held Shares. “Deemed Held Shares” means Company Shares which a Stockholder may obtain by exercising any Options held by such Stockholder that are vested and exercisable as of the relevant measurement date or which would vest and become exercisable in connection with the applicable transaction.

Tag-Along Transaction. (i) Subject to the provisions of Section 2(b)3(a) above, prior to the consummation of a Qualified Public Offering, if one or both Sponsors desire(s) Apollo desires to effect any Transfer of any of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) to any third party that is not an Affiliate of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option (a “Tag-Along Transaction”), they (or a proxy holder on behalf thereof) Apollo shall give written notice to the Management Stockholders Non-Apollo Holders offering such Management Stockholders Non-Apollo Holders the option to participate in such Tag-Along Transaction (a “Sale Notice”) on the terms and conditions set forth in the Sale Notice (and, in any event, on the same terms and conditions as Apollo). The Sale Notice shall set forth include the material terms name of the parties to the proposed Tag-Along Transaction and identify the contemplated Transferee or Group. Such written notice shall include (A) the consideration to be received by the Selling SponsorsTransaction, (B) the identity a summary of the purchaser, (C) other material terms and conditions of the proposed Transfer Tag-Along Transaction, and (D) the date of the proposed Transferamount and form of consideration and the terms and conditions of payment contemplated by the proposed Tag-Along Transaction. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer. (ii) Each of the Management Stockholders Non-Apollo Holder may, by written notice to the Selling Sponsors (a “Tag-Along Notice”) Apollo delivered within ten (10) days after of the date of receipt of the Sale Notice (each such Management Stockholder delivering such timely notice being a “Tag-Along Stockholder”)Notice, elect to sell in such Tag-Along Transaction Transaction, on the Company terms and conditions approved by Apollo (which terms and conditions shall be the same as those on which Apollo’s Restricted Shares held by such Management Stockholderare sold and shall be consistent with the terms and conditions set forth in the Sale Notice); provided, provided however, that if the number proposed Transferee desires to purchase an amount of shares Restricted Shares that is less than the aggregate amount of Restricted Shares proposed to be sold Transferred by such Management Stockholder will not exceed its Pro Rata Portion. The Company Shares to be sold by a Apollo and the Non-Apollo Holders in the Tag-Along Stockholder in a Transaction, then Apollo may elect to cancel such Tag-Along Transaction, or Apollo and the Non-Apollo Holders shall be permitted to sell only that number of Restricted Shares equal to the product of (x) the total number of Restricted Shares subject to the proposed Tag-Along Transaction may include Deemed Held Sharesand (y) such Stockholder’s Proportionate Percentage. “Deemed Held Shares” means Company Shares which a Stockholder may obtain by exercising any Options held by such Stockholder that are vested and exercisable as No Transfer permitted under this Section 3(b) shall be subject to the requirements of Section 2. (ii) Upon the closing of the relevant measurement date sale of any Restricted Shares pursuant to paragraph (b)(i) above, each Non-Apollo Holder shall deliver at such closing, against payment of the purchase price therefor, certificates representing their Restricted Shares to be sold, duly endorsed for Transfer or which would vest accompanied by duly endorsed stock powers, evidence of good title to the Restricted Shares to be sold, the absence of liens, encumbrances and become exercisable in connection adverse claims with respect thereto and such other documents as are deemed reasonably necessary by the applicable transactionCompany for the proper Transfer of such Restricted Shares on the books of the Company.

Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if one or both Sponsors desire(s) the Apollo Group desires to effect any Transfer of any of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) to any third party that is not an Affiliate of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option (a “Tag-Tag Along Transaction”), they (or a proxy holder on behalf thereof) it shall give written notice to the Management Stockholders Holders offering such Management Stockholders Holders the option to participate in such Tag-Tag Along Transaction (a “Sale Notice”). The Sale Notice shall set forth the material terms of the proposed Tag-Tag Along Transaction and identify the contemplated Transferee transferee or Group. Such written notice shall include (A) the consideration to be received by the Selling Sponsors, (B) the identity of the purchaser, (C) other material terms and conditions of the proposed Transfer and (D) the date of the proposed Transfer. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer. (ii) Each of the Management Stockholders Holders may, by written notice to the Selling Sponsors Apollo Group (a “Tag-Tag Along Notice”) delivered within ten (10) days after the date of receipt of the Sale Notice (each such Management Stockholder Holder delivering such timely notice being a “Tag-Tag Along StockholderHolder”), elect to sell in such Tag-Tag Along Transaction the Company Shares Units held by such Management StockholderHolder, provided that the number of shares Units to be sold by such Management Stockholder Holder will not exceed its Pro Rata Portionsuch Holder’s Proportionate Percentage (as calculated pursuant to subsection (iii) below) of the total number of Units that the Apollo Group proposes to sell or transfer in the applicable Tag Along Transaction. The Company Shares Units to be sold by a Tag-Tag Along Stockholder Holder in a Tag-Tag Along Transaction may include Deemed Held Shares. “Deemed Held Shares” means Company Shares which a Stockholder include, to the extent applicable, Units (x) to be distributed to such Tag Along Holder in connection with such Tag Along Transaction from any deferred compensation plan or (y) that such Tag Along Holder may obtain by exercising any Options held by such Stockholder Tag Along Holder that are vested and exercisable as of the relevant measurement date of such Tag Along Notice or which that would vest and become exercisable in connection with such Tag Along Transaction (collectively the “Deemed Held Units”). (iii) If none of the Holders delivers a timely Tag Along Notice, then the Apollo Group may thereafter consummate the Tag Along Transaction, on substantially the same terms and conditions as are described in the Sale Notice (including the number of Units being sold and the sale price), for a period of 360 days thereafter. In the event the Apollo Group has not consummated the Tag Along Transaction within such 360 day period, the Apollo Group shall not thereafter consummate a Tag Along Transaction without first providing a Sale Notice and an opportunity to the Holders to sell in the manner provided above. If one or more of the Holders gives the Apollo Group a timely Tag Along Notice, then the Apollo Group shall use all reasonable efforts to cause the prospective transferee or Group to agree to acquire all Units identified in all timely Tag Along Notices on the same terms and conditions as are applicable transactionto the Units held by the Apollo Group. If such prospective transferee or Group is unable or unwilling to acquire all Units proposed to be included in the Tag Along Transaction on such terms, then the Apollo Group may elect either to cancel such Tag Along Transaction or to allocate the maximum number of Units that such prospective transferee or Group is willing to purchase among the Apollo Group and the Tag Along Holders in the proportion that each such Tag Along Holder’s and the Apollo Group’s Proportionate Percentage bears to the total Proportionate Percentages of the Apollo Group and the Tag Along Holders (e.g., if the Sale Notice contemplated a Tag Along Transaction of 10% Proportionate Percentage by the Apollo Group, and if the Apollo Group at such time owns a 30% Proportionate Percentage, and one Tag Along Holder who owns a 20% Proportionate Percentage elects to participate, then the Apollo Group would be entitled to sell a 6% Proportionate Percentage (30%/50% multiplied by the 10% Proportionate Percentage) and the Tag Along Holder would be entitled to sell a 4% Proportionate Percentage (20%/50% multiplied by the 10% Proportionate Percentage)). (iv) Notwithstanding the provisions of this Section 2(a), during the first twelve (12) months of this Agreement, the Apollo Group may transfer up to 25% of the Units then owned by it without complying with the provisions of this Section 2(a); provided that such transferee shall agree to become bound by the provisions set forth in this Section 2(a) in the same manner as the Apollo Group. (v) For purposes of this Section 2(a), any holder of Units who has a contractual right to participate in such Tag Along Transaction or any other holder of Units who is otherwise participating in such Tag Along Transaction with the consent of the Apollo Group shall be deemed to be a “Holder” under this Section 2(a).

Tag-Along Transaction. (i) Subject If Apollo receives a bona fide offer made by a third party, as contemplated in Section 4(a)(v), to purchase all but not less than all of the Equity Securities held by the members of the Apollo Group for cash, and does not elect to exercise its rights pursuant to Section 4(c), Apollo shall give written notice (a “Sale Notice”) to the provisions of Section 2(b), prior Non-Apollo Holders offering the Non-Apollo Holders the option to the consummation of a Qualified Public Offering, if one or both Sponsors desire(s) to effect any Transfer of any of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests participate in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) to any third party that is not an Affiliate of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option such transaction (a “Tag-Along Transaction”), they ) on the terms and conditions set forth in the Sale Notice (or a proxy holder on behalf thereof) which shall give written notice be the same terms and conditions applicable to the Management Stockholders offering such Management Stockholders the option to participate Apollo in such Tag-Along Transaction (a “Sale Notice”Transaction, subject to the first proviso contained in the immediately succeeding sentence). The Sale Notice shall set forth include the material terms name of the parties to the proposed Tag-Along Transaction and identify the contemplated Transferee or Group. Such written notice shall include (A) the consideration to be received by the Selling SponsorsTransaction, (B) the identity a summary of the purchaser, (C) other material terms and conditions of the proposed Transfer and (D) the date of Tag-Along Transaction, the proposed Transfercash purchase price and the material terms and conditions of payment of such cash purchase price contemplated by the proposed Tag-Along Transaction. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer. (ii) Each of the Management Stockholders The Non-Apollo Holders may, by written notice to the Selling Sponsors (a “Tag-Along Notice”) Apollo delivered within ten sixty (1060) days after of the date of receipt of the Sale Notice (each such Management Stockholder delivering such timely notice being a “Tag-Along Stockholder”)Notice, elect to sell in such Tag-Along Transaction, on the same terms and conditions as those on which the Apollo Group’s Equity Securities are sold and consistent with the terms and conditions set forth in the Sale Notice; provided, that if the proposed Transferee desires to purchase an aggregate amount of Equity Securities that is less than the aggregate amount of Equity Securities proposed to be Transferred by the Apollo Group and the Non-Apollo Holders in the Tag-Along Transaction, then Apollo may elect to (A) terminate such Tag-Along Transaction as to all Shareholders (including the Company Shares sale by any member of the Apollo Group as contemplated by Section 4(a)(v)) or (B) on behalf of Apollo and the Non-Apollo Holders, sell that agreed portion of the Equity Securities held by such Management Stockholder, provided the members of the Apollo Group and the Non-Apollo Holders that is equal to the product of (x) the total number of Equity Securities subject to the proposed Tag-Along Transaction that the number proposed Transferee is willing to purchase and (y) such Shareholder’s Proportionate Percentage. No Transfer permitted under this Section 4(b) shall be subject to the requirements of shares Section 2 hereof. (ii) In the event that the Shareholders are required to be sold by such Management Stockholder will not exceed its Pro Rata Portion. The Company Shares to be sold by provide representations, warranties, covenants or indemnities in their individual capacity as selling shareholders in connection with a Tag-Along Stockholder in a Transaction, such representations, warranties, covenants and indemnifications shall be limited to those concerning (1) brokers and finders, (2) each Shareholder’s title to Equity Securities, free of all liens and encumbrances (other than those arising under applicable securities laws), (3) each Shareholder’s authority, power and right to enter into and consummate the Tag-Along Transaction without violating any other material agreement, Applicable Law or Order, (4) each Shareholder’s power and right to enter into and consummate the Tag-Along Transaction without the consent of a governmental authority or Person, (5) the absence of any required consents to enter into and consummate the transaction and the absence of any registration requirements in connection therewith and (6) such other representations, warranties, covenants and indemnifications (including indemnification relating to breaches of representations, warranties or covenants of the Company and including any escrow or similar holdback to the extent the amount so escrowed or held back is pro rata among the Shareholders) as may include Deemed Held Sharesreasonably be considered necessary and appropriate by Apollo in order to consummate such Tag-Along Transaction. “Deemed Held Shares” means Company Shares which a Stockholder may obtain by exercising any Options held Each Shareholder’s liability under the definitive purchase agreement with respect to such Tag-Along Transaction will not exceed the total purchase price received by such Stockholder that are vested Shareholder for its Equity Securities except for liability resulting from fraud or knowing and exercisable as intentional breach. (iii) Upon the closing of the relevant measurement date sale of any Equity Securities pursuant to paragraph (b)(i) above, the selling Shareholders shall deliver at such closing, against payment of the purchase price therefor, certificates (or which would vest other documentation governing the terms of any such Equity Securities) representing their Equity Securities to be sold, duly endorsed for Transfer or accompanied by duly endorsed share transfer forms, evidence of good title to the Equity Securities to be sold, the absence of liens, encumbrances and become exercisable adverse claims with respect thereto and such other documents as are deemed reasonably necessary by Apollo and the Company for the proper Transfer of such Equity Securities on the books of the Company. (iv) For the avoidance of doubt, the terms set out in connection with this Section 4(b) shall not apply to a Permitted Transfer. (v) GHK’s decision as to whether or not to enter into the Tag-along Transaction under Section 4(b)(i) is subject to the requirements of the Listing Rules as may be applicable transactionto GHK from time to time.

Tag-Along Transaction. SECTION 3.1 Tag-Along Rights in a Tag-Along Transaction. (ia) Subject to In the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if event that one or both Sponsors desire(s) to effect any Transfer of any of their Company Shares more Stockholders (the “Selling SponsorsInitiating Holders”) desire to effect a Tag-Along Transaction, the Initiating Holders (including by virtue of or a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(adesignated representative acting on their behalf) shall apply) first give written notice (other than in a Qualified Public Offering and other than a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply“Sale Notice”) to any third party that is not an Affiliate of all other Holders (the Sponsors and the Selling Sponsors do not exercise the Drag Along Option (a “Tag-Along TransactionSellers”), they (or with a proxy holder on behalf thereof) shall give written notice copy to the Management Stockholders Corporation, in accordance with Section 11.2, offering such Management Stockholders the Tag-Along Sellers the option to participate in such Tag-Along Transaction on the terms and conditions set forth in the Sale Notice (a “Sale Notice”and, in any event, on the same terms and conditions as the Initiating Holders). The Sale Notice shall set forth include the names of the parties to the proposed Tag-Along Transaction, a summary of the material terms and conditions of the proposed Tag-Along Transaction, and the proposed amount and form of consideration and the terms and conditions of payment contemplated by the proposed Tag-Along Transaction. Each Tag-Along Seller may, by written notice to the Initiating Holders (or their designated representative) delivered within ten Business Days after delivery of the Sale Notice, elect to sell shares in such Tag-Along Transaction, on the terms and conditions set forth in the Sale Notice, which terms and conditions shall be the same as those on which the Initiating Holders’ shares of Common Stock are to be sold (subject to any rights, privileges and preferences (including dividend rights) to which Holders are entitled under the Certificate of Incorporation); provided, however, that if such proposed transferee desires to purchase an amount of Common Stock that is less than the aggregate amount of Common Stock proposed to be transferred by the Initiating Holders and any Tag-Along Sellers electing to participate in the Tag-Along Transaction, then the Initiating Holders may elect either (A) to terminate such Tag-Along Transaction with respect to the Initiating Holders and each Tag-Along Seller or (B) to sell to such transferee, and upon such election to sell, each Tag-Along Seller shall be permitted to sell to such transferee, up to that number of shares of Common Stock owned by the Initiating Holders or electing Tag-Along Sellers, as the case may be, equal to the product of (x) the total number of shares of Common Stock to be acquired by the transferee in the proposed Tag-Along Transaction and identify (y) such Initiating Holder’s or Tag-Along Seller’s proportionate percentage of the contemplated Transferee or Group. Such written notice shall include (A) the consideration to be received total number of then-issued and outstanding shares of Common Stock held by the Selling Sponsors, (B) the identity of the purchaser, (C) other material terms Initiating Holders and conditions of the proposed Transfer and (D) the date of the proposed Transfer. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transferelecting Tag-Along Sellers. (iib) Each of the Management Stockholders may, by written notice to the Selling Sponsors (a “In no event shall any Tag-Along Notice”) delivered within ten (10) days after the date Seller have any rights under this Section 3.1 or otherwise with respect to a sale by any Initiating Holders of receipt any debt or equity securities of the Sale Notice (each such Management Stockholder delivering such timely notice being a “Corporation other than the Common Stock. In connection with any Tag-Along Stockholder”)Transaction, elect no Tag-Along Seller shall be required to sell in make any representations or warranties (except as they relate to such Tag-Along Transaction Seller’s ownership of and authority to sell Common Stock) or covenants, or to provide any indemnity, except for (x) indemnification related to breaches of the Company Shares held foregoing representations and warranties and (y) any other indemnity agreed to by the Initiating Holders (other than relating to a breach of representations and warranties by such Management StockholderInitiating Holders); provided, provided that (A) in the number case of shares to be sold by such Management Stockholder will not exceed its Pro Rata Portion. The Company Shares to be sold by a clause (x) above, each Tag-Along Stockholder Seller’s obligation shall be on a pro rata basis in a proportion to its interest in the Corporation and (B) in no event shall any Tag-Along Seller be held liable under either clause (x) or (y) above for any amount in excess of the net proceeds received by such Tag-Along Seller in connection with any such Tag-Along Transaction. The election by any Tag-Along Seller to sell or not to sell all or any portion of such Tag-Along Seller’s Common Stock in any Tag-Along Transaction may include Deemed Held Shares. “Deemed Held Shares” means Company Shares which a Stockholder may obtain by exercising shall not adversely affect such Tag-Along Seller’s right to participate in any Options held by such Stockholder that are vested and exercisable as future Tag-Along Transaction. (c) Upon consummation of the relevant measurement date sale of any Common Stock pursuant to clause (a) of this Section 3.1, each Initiating Holder and Tag-Along Seller shall deliver at such closing, against payment of the purchase price therefor, certificates or which would vest other documentation governing the terms of any such Common Stock (or other evidence thereof reasonably acceptable to the transferee of such Common Stock) representing their Common Stock to be sold, duly endorsed for Transfer or accompanied by duly endorsed stock powers, evidence of good title to the Common Stock to be sold, the absence of liens, encumbrances and become exercisable adverse claims with respect thereto and such other documents as are deemed reasonably necessary by the Initiating Holders and the Corporation for the proper Transfer of such Common Stock on the books of the Corporation. (d) Subject to Section 11.12, the provisions of this Section 3.1 shall be in connection with addition to, and not in limitation of, the applicable transactionprovisions of Section 7.2 of the Certificate of Incorporation.

Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if one or both Sponsors desire(s) the Apollo Group desires to effect any Transfer sale or transfer of any of their Company Class B Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than any sales to an employee, consultant or director of the Company or any of its Subsidiaries in a Qualified Public Offering and other than a Sponsor’s distribution or dividend connection with the hiring of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not applysuch person) to any third party that is not other than an Affiliate of the Sponsors and Apollo Group or a portfolio company of any members of the Selling Sponsors do not exercise the Drag Along Option Apollo Group, in one or a series of related transactions within a six-month period that represents at least 20% of its Original Shares (a “Tag-Along Transaction”), they (or a proxy holder on behalf thereof) it shall give written notice to the Management Stockholders other Class B Holders, offering such Management Stockholders them the option to participate in such Tag-Along Transaction (a “Sale Notice”). The Sale Notice shall set forth the material terms (including without limitation, the number of Class B Shares proposed to be sold, the price per share and the form of consideration if other than cash for which a sale is proposed to be made) of the proposed Tag-Along Transaction and identify the contemplated Transferee or Group. Such written notice shall include (A) transferee and the consideration to be received by the Selling Sponsors, (B) the identity Proportionate Percentage of the purchaser, (C) each other material terms and conditions of the proposed Transfer and (D) the date of the proposed Transfer. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or TransferClass B Holder. (ii) Each of the Management Stockholders Class B Holders (other than the Partnership) may, by written notice to the Selling Sponsors Company and the Apollo Group (a “Tag-Along Notice”) delivered within ten (10) days after the date of receipt of the Sale Notice (each such Management Stockholder Class B Holder delivering such timely notice being a Tag-Along Holder (“Tag-Along StockholderHolder”)), elect to sell in such Tag-Along Transaction the Company Class B Shares held by such Management StockholderClass B Holder, provided that the number of shares Class B Shares to be sold by such Management Stockholder Class B Holder will not exceed its Pro Rata Portionsuch Class B Holder’s Proportionate Percentage (as calculated pursuant to subsection (iii) below) of the total number of shares of Class B Shares that the Apollo Group proposes to sell or transfer in the applicable Tag-Along Transaction. The Company Class B Shares to be sold by a Tag-Along Stockholder Holder in a Tag-Along Transaction may include Deemed Held Shares. “Deemed Held Shares” means Company Class B Shares (x) to be distributed to such Tag-Along Holder in connection with such Tag-Along Transaction from any deferred compensation plan or (y) which a Stockholder such Tag-Along Holder may obtain by exercising any Options held by such Stockholder Tag-Along Holder that are vested and exercisable as of the relevant measurement date of such Tag-Along Notice or which that would vest and become exercisable in connection with such Tag-Along Transaction (collectively, the “Deemed Held Shares”). For purposes of Section 2(b) below, “Deemed Held Shares” shall have a correlative meaning. (iii) If none of the Class B Holders (other than the Partnership) delivers a timely Tag-Along Notice, then the Apollo Group may thereafter consummate the Tag-Along Transaction, on substantially the same terms and conditions as are described in the Sale Notice (but as to price, the terms shall be exactly the same or less favorable to the Apollo Group), for a period of one hundred twenty (120) days thereafter (subject to extension in the event of required regulatory approvals not having been obtained by such date, but in no event later than two hundred and seventy (270) days after receipt of the Tag-Along Notice). In the event the Apollo Group has not consummated the Tag-Along Transaction within such one hundred twenty (120) day period (subject to extension as provided above), the Apollo Group shall not thereafter consummate a Tag-Along Transaction, without first providing another Sale Notice and another opportunity to the other Class B Holders to sell in the manner provided above. If one or more of the Class B Holders (other than the Partnership) gives the Apollo Group a timely Tag-Along Notice, then the Apollo Group shall use reasonable efforts to cause the prospective transferee or Group to agree to acquire all Class B Shares identified in all timely Tag-Along Notices, upon the same terms and conditions as are applicable transactionto the Class B Shares held by the Apollo Group. If such prospective transferee is unable or unwilling to acquire all Class B Shares proposed to be included in the Tag-Along Transaction upon such terms, then the Apollo Group may elect either to cancel such Tag-Along Transaction or to allocate the maximum number of Class B Shares that such prospective transferee is willing to purchase (the “Maximum Number”) among the Apollo Group and the Tag-Along Holders in the proportion that each such Tag-Along Holder’s and the Apollo Group’s Proportionate Percentage bears to the total Proportionate Percentages of the Apollo Group and the Tag-Along Holders (e.g., if the Sale Notice contemplates a sale by the Apollo Group of 25% of the number of Class B Shares outstanding and if the Maximum Number is 25% of the number of Class B Shares outstanding, and if the Apollo Group at such time owns a 30% Proportionate Percentage and one Tag-Along Holder who owns a 20% Proportionate Percentage elects to participate with respect to all of its Class B Shares, then the Apollo Group would be entitled to sell a number of Class B Shares equal to 15% (30%/50% multiplied by the Maximum Number) and the Tag-Along Holder would be entitled to sell a number of Class B Shares equal to 10% (20%/50% multiplied by the Maximum Number). If, in the event of an allocation pursuant to the previous sentence, the number of Class B Shares sold by the Tag-Along Holders in the aggregate (the “Aggregate Tag-Along Shares”) is less than the aggregate amount allocated to the Tag-Along Holders pursuant to the previous sentence (because one or more of such Tag-Along Holders elected in its Tag-Along Notice to sell less than its full Proportionate Percentage), then the Apollo Group and any Tag-Along Holder who so wishes shall have the option to sell in the Tag-Along Transaction its pro rata share of the unallocated balance. In connection with a Tag-Along Transaction, each Tag-Along Holder shall take the actions referred to in the second sentence of Section 2(b)(iv) (as such actions would relate to a Tag-Along Transaction).

Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if one or both Sponsors desire(s) the Apollo Group desires to effect any Transfer sale or transfer of greater than 5% of its shares of Common Stock in one transaction or series of related transactions for value within any of their Company Shares six (the “Selling Sponsors”6) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) month period to any third party that is not an Affiliate of the Sponsors Apollo Group, other than in a Public Sale and the Selling Sponsors do not exercise the Drag other than a Come-Along Option transaction (a “Tag-Along Transaction”), they (or a proxy holder on behalf thereof) it shall give written notice to the Management Stockholders Holders offering such Management Stockholders Holders the option to participate in such Tag-Along Transaction (a “Sale Notice”). The Sale Notice shall set forth in reasonable detail the material terms and conditions of the proposed Tag-Along Transaction and identify the contemplated Transferee transferee or Group. Such written notice shall include (A) the consideration to be received by the Selling Sponsors, (B) the identity of the purchaser, (C) other material terms and conditions of the proposed Transfer and (D) the date of the proposed Transfer. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer. (ii) Each of the Management Stockholders Holders may, by written notice to the Selling Sponsors Apollo Holder (a “Tag-Along Notice”) delivered within ten (10) days after the date of receipt of the Sale Notice (each such Management Stockholder Holder delivering such timely notice being a “Tag-Along StockholderHolder”), elect to sell in such Tag-Along Transaction all or a portion of the Company Shares shares of Common Stock held by such Management StockholderHolder on the same terms and conditions as the Apollo Holders, provided that that, the number of shares of Common Stock to be sold by such Management Stockholder Holder will not exceed its Pro Rata Portion(as a percentage of the total number of shares, including Deemed Held Shares (as defined below), then held by such Management Holder) the total number of shares of Common Stock that the Apollo Group proposes to sell or transfer in the applicable Tag Along Transaction (as a percentage of the total number of shares then held by the Apollo Group). The Company Shares shares of Common Stock to be sold by a Tag-Along Stockholder Holder in a Tag-Tag Along Transaction may include Deemed Held Shares. “Deemed Held Shares” means Company Shares shares of Common Stock (x) which a Stockholder Holder may obtain by exercising any Options held by such Stockholder Holder that are vested and exercisable as of the relevant measurement date or which would vest and become exercisable in connection with the applicable transactiontransaction or (y) to be distributed to such Holder in connection with the applicable transaction from any deferred compensation plan.

Tag-Along Transaction. (ia) Subject to the provisions of Section 2(b3.1 and Section 3.2(d), if, at any time prior to the consummation of a Qualified Public Offering, if one or both Sponsors desire(s) Apollo desires to effect any Transfer of any of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) to any third party that is not an Affiliate of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option (a “Tag-Along Transaction”), they (or a proxy holder on behalf thereof) Apollo shall give written notice to the Management Stockholders Non-Apollo Holders offering such Management Stockholders Non-Apollo Holders the option to participate in such Tag-Along Transaction (a “Sale Notice”). The Sale Notice shall ) on the terms and conditions set forth in the material terms of Sale Notice. In connection with the proposed Tag-Along Transaction and identify Transaction, the contemplated Transferee or Group. Such written notice Sale Notice shall include include: (A) the consideration to be received by the Selling Sponsors, (Bi) the identity of the purchaserparties, (Cii) other a summary of the material terms and conditions of such transaction, including the aggregate number of Restricted Shares the proposed Transfer Transferee has offered to purchase, and (Diii) the date proposed amount and form of consideration and the proposed Transferterms and conditions of payment. For the avoidance of doubtSubject to Section 3.2(b), if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer. (ii) Each of the Management Stockholders each Non-Apollo Holder may, by written notice to the Selling Sponsors (a “Tag-Along Notice”) Apollo delivered within ten (10) days after of the date of receipt of the Sale Notice (each Notice, irrevocably elect to participate in such Management Stockholder delivering such timely notice being a “Tag-Along Stockholder”)Transaction, elect on the terms and conditions approved by Apollo and consistent with those set forth in the Sale Notice; provided, however, that if the proposed Transferee has offered to purchase an aggregate number of Restricted Shares that is less than the aggregate number of Restricted Shares proposed to be Transferred by Apollo and the Non-Apollo Holders in the Tag-Along Transaction, then at the election of Apollo: (A) Apollo may cancel such Tag-Along Transaction, or (B) each of Apollo and the Non-Apollo Holders shall be permitted to sell only that number of Restricted Shares equal to the product of (x) the aggregate number of Restricted Shares such proposed Transferee has offered to purchase in such Tag-Along Transaction and (y) such Stockholder’s Proportionate Percentage. No Transfer permitted under this Section 3.2 shall be subject to the requirements of Section 2. (b) In order to exercise its election to participate in the proposed Tag-Along Transaction pursuant to this Section 3.2, a Non-Apollo Holder must agree to make or provide the same representations, warranties, covenants, indemnities and agreements as Apollo agrees to make in connection with the proposed Transfer (except that in the case of representations and warranties pertaining specifically to Apollo, a Non-Apollo Holder shall make the comparable representations and warranties pertaining specifically to itself); provided, however, that Apollo and each Non-Apollo Holder shall be severally (but not jointly or jointly and severally) liable for breaches of representations, warranties, covenants and agreements of, or pertaining to, the Company and its Subsidiaries, as the case may be, and for indemnification obligations arising out of or relating to any such breach or otherwise pertaining to the Company and its Subsidiaries, on a pro rata basis (in accordance with such Stockholder’s share of the aggregate consideration payable in such Tag-Along Transaction (including holdbacks, earn-outs or amounts in escrow)), such liability of each such Stockholder not to exceed the aggregate consideration (including any holdbacks, earn-outs or amounts in escrow) payable to such Stockholder for their Restricted Shares held in the proposed Tag-Along Transaction. (c) Each Non-Apollo Holder shall take all actions as may be reasonably necessary or desirable to consummate the Tag-Along Transaction, including entering into agreements and delivering instruments, in each case consistent with the agreements being entered into and the instruments being delivered by Apollo. Upon the closing of the sale of any Restricted Shares pursuant to this Section 3.2, each Non-Apollo Holder shall deliver at such Management Stockholderclosing, provided that against payment of the number of shares purchase price therefor, certificates representing their Restricted Shares to be sold sold, duly endorsed for Transfer or accompanied by such Management Stockholder will not exceed its Pro Rata Portion. The Company duly endorsed stock powers, evidence of good title to the Restricted Shares to be sold and the absence of liens, encumbrances and adverse claims with respect thereto, and such other documents as are deemed reasonably necessary by a Tag-Along Stockholder in a Tag-Along Transaction may include Deemed Held Shares. “Deemed Held Shares” means the Company for the proper Transfer of such Restricted Shares which a Stockholder may obtain by exercising any Options held by such Stockholder that are vested and exercisable as on the books of the relevant measurement date or which would vest Company. (d) Solely with respect to AOC (MHE), the provisions of this Section 3.2 shall survive the consummation of a Qualified Public Offering to the extent that the Limited Partnership Agreement is in force and become exercisable in connection with the applicable transactioneffect and has not been terminated.

Tag-Along Transaction. (i) Subject If the Investor receives a bona fide offer made by a third party, as contemplated in Section 4(a)(v), to purchase all but not less than all of the Equity Securities held by the members of the Investor Group for cash, and does not elect to exercise its rights pursuant to Section 4(c), the Investor shall give written notice (a “Sale Notice”) to the provisions of Section 2(b), prior Non-Investor Holders offering the Non-Investor Holders the option to the consummation of a Qualified Public Offering, if one or both Sponsors desire(s) to effect any Transfer of any of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests participate in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) to any third party that is not an Affiliate of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option such transaction (a “Tag-Along Transaction”), they ) on the terms and conditions set forth in the Sale Notice (or a proxy holder on behalf thereof) which shall give written notice be the same terms and conditions applicable to the Management Stockholders offering such Management Stockholders the option to participate Investor in such Tag-Along Transaction (a “Sale Notice”Transaction, subject to the first proviso contained in the immediately succeeding sentence). The Sale Notice shall set forth include the material terms name of the parties to the proposed Tag-Along Transaction and identify the contemplated Transferee or Group. Such written notice shall include (A) the consideration to be received by the Selling SponsorsTransaction, (B) the identity a summary of the purchaser, (C) other material terms and conditions of the proposed Transfer and (D) the date of Tag-Along Transaction, the proposed Transfercash purchase price and the material terms and conditions of payment of such cash purchase price contemplated by the proposed Tag-Along Transaction. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer. (ii) Each of the Management Stockholders The Non-Investor Holders may, by written notice to the Selling Sponsors (a “Tag-Along Notice”) Investor delivered within ten sixty (1060) days after of the date of receipt of the Sale Notice (each such Management Stockholder delivering such timely notice being a “Tag-Along Stockholder”)Notice, elect to sell in such Tag-Along Transaction, on the same terms and conditions as those on which the Investor Group’s Equity Securities are sold and consistent with the terms and conditions set forth in the Sale Notice; provided, that if the proposed Transferee desires to purchase an aggregate amount of Equity Securities that is less than the aggregate amount of Equity Securities proposed to be Transferred by the Investor Group and the Non-Investor Holders in the Tag-Along Transaction, then the Investor may elect to (A) terminate such Tag-Along Transaction as to all Shareholders (including the Company Shares sale by any member of the Investor Group as contemplated by Section 4(a)(v)) or (B) on behalf of the Investor and the Non-Investor Holders, sell that agreed portion of the Equity Securities held by such Management Stockholder, provided the members of the Investor Group and the Non-Investor Holders that is equal to the product of (x) the total number of Equity Securities subject to the proposed Tag-Along Transaction that the number proposed Transferee is willing to purchase and (y) such Shareholder’s Proportionate Percentage. No Transfer permitted under this Section 4(b) shall be subject to the requirements of shares Section 2 hereof. (ii) In the event that the Shareholders are required to be sold by such Management Stockholder will not exceed its Pro Rata Portion. The Company Shares to be sold by provide representations, warranties, covenants or indemnities in their individual capacity as selling shareholders in connection with a Tag-Along Stockholder in a Transaction, such representations, warranties, covenants and indemnifications shall be limited to those concerning (1) brokers and finders, (2) each Shareholder’s title to Equity Securities, free of all liens and encumbrances (other than those arising under applicable securities laws), (3) each Shareholder’s authority, power and right to enter into and consummate the Tag-Along Transaction without violating any other material agreement, Applicable Law or Order, (4) each Shareholder’s power and right to enter into and consummate the Tag-Along Transaction without the consent of a governmental authority or Person, (5) the absence of any required consents to enter into and consummate the transaction and the absence of any registration requirements in connection therewith and (6) such other representations, warranties, covenants and indemnifications (including indemnification relating to breaches of representations, warranties or covenants of the Company and including any escrow or similar holdback to the extent the amount so escrowed or held back is pro rata among the Shareholders) as may include Deemed Held Sharesreasonably be considered necessary and appropriate by the Investor in order to consummate such Tag-Along Transaction. “Deemed Held Shares” means Company Shares which a Stockholder may obtain by exercising any Options held Each Shareholder’s liability under the definitive purchase agreement with respect to such Tag-Along Transaction will not exceed the total purchase price received by such Stockholder that are vested Shareholder for its Equity Securities except for liability resulting from fraud or knowing and exercisable as intentional breach. (iii) Upon the closing of the relevant measurement date sale of any Equity Securities pursuant to paragraph (b)(i) above, the selling Shareholders shall deliver at such closing, against payment of the purchase price therefor, certificates (or which would vest other documentation governing the terms of any such Equity Securities) representing their Equity Securities to be sold, duly endorsed for Transfer or accompanied by duly endorsed share transfer forms, evidence of good title to the Equity Securities to be sold, the absence of liens, encumbrances and become exercisable adverse claims with respect thereto and such other documents as are deemed reasonably necessary by the Investor and the Company for the proper Transfer of such Equity Securities on the books of the Company. (iv) For the avoidance of doubt, the terms set out in connection with this Section 4(b) shall not apply to a Permitted Transfer. (v) SCL’s decision as to whether or not to enter into the Tag-along Transaction under Section 4(b)(i) is subject to the requirements of the Listing Rules as may be applicable transactionto SCL from time to time.

Tag-Along Transaction. (i) Subject to the provisions of Section 2(b)3(a) above, prior to the consummation of a Qualified Public Offering, if one or both Sponsors desire(s) Apollo desires to effect any Transfer of any of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) to any third party that is not an Affiliate of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option (a “Tag-Along Transaction”), they (or a proxy holder on behalf thereof) Apollo shall give written notice to the Management Stockholders Cypress Holders offering such Management Stockholders Cypress Holders the option to participate in such Tag-Along Transaction (a “Sale Notice”) on the terms and conditions set forth in the Sale Notice (and, in any event, on the same terms and conditions as Apollo). The Sale Notice shall set forth include the material terms name of the parties to the proposed Tag-Along Transaction and identify the contemplated Transferee or Group. Such written notice shall include (A) the consideration to be received by the Selling SponsorsTransaction, (B) the identity a summary of the purchaser, (C) other material terms and conditions of the proposed Transfer Tag-Along Transaction, and (D) the date of the proposed Transferamount and form of consideration and the terms and conditions of payment contemplated by the proposed Tag-Along Transaction. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer. (ii) Each of the Management Stockholders Cypress Holder may, by written notice to the Selling Sponsors (a “Tag-Along Notice”) Apollo delivered within ten (10) days after of the date of receipt of the Sale Notice (each such Management Stockholder delivering such timely notice being a “Tag-Along Stockholder”)Notice, elect to sell in such Tag-Along Transaction Transaction, on the Company terms and conditions approved by Apollo (which terms and conditions shall be the same as those on which Apollo’s Restricted Shares held by such Management Stockholderare sold and shall be consistent with the terms and conditions set forth in the Sale Notice); provided, provided however, that if the number proposed Transferee desires to purchase an amount of shares Restricted Shares that is less than the aggregate amount of Restricted Shares proposed to be sold Transferred by such Management Stockholder will not exceed its Pro Rata Portion. The Company Shares to be sold by a Apollo and the Cypress Holders in the Tag-Along Stockholder in a Transaction, then Apollo may elect to cancel such Tag-Along Transaction, or Apollo and the Cypress Holders shall be permitted to sell only that number of Restricted Shares equal to the product of (x) the total number of Restricted Shares subject to the proposed Tag-Along Transaction may include Deemed Held Sharesand (y) such Stockholder’s Proportionate Percentage. “Deemed Held Shares” means Company Shares which a Stockholder may obtain by exercising any Options held by such Stockholder that are vested and exercisable as No Transfer permitted under this Section 3(b) shall be subject to the requirements of Section 2. (ii) Upon the closing of the relevant measurement date sale of any Restricted Shares pursuant to paragraph (b)(i) above, each Cypress Holder shall deliver at such closing, against payment of the purchase price therefor, certificates representing his or which would vest its Restricted Shares to be sold, duly endorsed for Transfer or accompanied by duly endorsed stock powers, evidence of good title to the Restricted Shares to be sold, the absence of liens, encumbrances and become exercisable in connection adverse claims with respect thereto and such other documents as are deemed reasonably necessary by the applicable transactionCompany for the proper Transfer of such Restricted Shares on the books of the Company.

Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if one or both Sponsors desire(sany Bear Group Holder (the "Offeror") desires to effect any Transfer Disposition of any shares of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution Common Stock or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) Preferred Stock to any third party that is not an Affiliate following which such Offeror shall have Disposed of at least 5% of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option number of shares of Common Stock or Preferred Stock, as applicable (when aggregated with all prior such sales or Dispositions), that such Offeror originally owned to a “Tag-transferee or Group (each a "Tag Along Transaction”"), they (or a proxy holder on behalf thereof) such Holder shall give written notice to the Management Stockholders remaining Holders (the "Offerees") at least fifteen (15) days prior to the anticipated sale date offering such Management Stockholders Holders the option to participate in such Tag-Tag Along Transaction (a “Sale Notice”)Transaction. The Sale Notice notice shall set forth the material terms of the proposed Tag-Tag Along Transaction and identify the contemplated Transferee transferee or Group. Such written notice shall include Group (A) the consideration to be received by the Selling Sponsors, (B) the identity of the purchaser, (C) other material terms and conditions of the proposed Transfer and (D) the date of the proposed Transfer. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer"Sale Notice"). (ii) Each of the Management Stockholders Offerees may, by written notice to the Selling Sponsors Offeror (a “Tag-"Tag Along Notice”) "), delivered within ten (10) days after the date of receipt of the Sale Notice (each such Management Stockholder Offeree delivering such timely notice being a “Tag-Along Stockholder”an "Exercising Offeree"), elect to sell in such Tag-Along Transaction the Company Shares held by such Management Stockholder, provided that the Dispose of a number of shares to be sold by of Common Stock or Preferred Stock, as applicable, in such Management Stockholder Tag Along Transaction, which will not exceed its Pro Rata Portionsuch Exercising Offerees's Proportionate Percentage of the total number of shares of Common Stock or Preferred Stock, as applicable, that the Offeror proposes to Dispose of in the applicable Tag Along Transaction. The Company Shares This number of shares may include shares of Common Stock and Preferred Stock to be sold by a Tag-Along Stockholder distributed to such Exercising Offeree in a Tag-connection with such Tag Along Transaction may include Deemed Held Shares. “Deemed Held Shares” means Company Shares from the 2004 Deferred Compensation Plan or any similar plan or which a Stockholder such Exercising Offeree may obtain by exercising any Options or shares of Restricted Stock held by such Stockholder Exercising Offeree that are vested and exercisable as of the relevant measurement date of such Tag Along Notice or which would vest in connection with such Tag Along Transaction (collectively, the "Deemed Held Shares"). (iii) If none of the Offerees delivers a timely Tag Along Notice, then the Offeror may thereafter consummate the Tag Along Transaction, on the same terms and become exercisable conditions as are described in the Sale Notice for a period of one hundred twenty (120) days thereafter. In the event the Offeror has not consummated the Tag Along Transaction within such one hundred twenty (120) day period, the Offeror shall not thereafter consummate a Tag Along Transaction without first providing a Sale Notice and an opportunity to the Exercising Offerees to sell in the manner provided above. If one or more of Exercising Offeree gives the Offeror a timely Tag Along Notice, then the Offeror shall use its commercially reasonable best efforts to cause the prospective transferee or Group to agree to acquire all shares identified in all timely Tag Along Notices, upon the same terms and conditions as applicable to the shares held by the Offeror. Each Exercising Offeree shall take all reasonably necessary actions approved by the Bear Group in connection with the consummation of the Tag Along Transaction, including executing such agreements and such instruments and other actions reasonably necessary to provide the representations, warranties, covenants and indemnities, as well as escrow arrangements relating to such Tag Along Transaction but only to the extent similar agreements and instruments are executed and actions taken by the Bear Group in connection with such Tag Along Transaction; provided, however, that (i) any representations, warranties, covenants, indemnities, escrow agreements and other provisions and agreements made by the Exercising Offerees shall be several and not joint and (ii) to the extent the Exercising Offerees are required to provide indemnities in connection with the Disposition of their shares of Common Stock or Preferred Stock, no Exercising Offeree shall be required to provide indemnification that would result in an aggregate liability to such Exercising Offeree in excess of such Exercising Offeree's net proceeds from such Disposition pursuant to this Section 2(a)(iii), as applicable, and such indemnities shall be made by all Exercising Offerees participating in the applicable transaction.transaction or transactions, severally and not jointly. Each Holder hereby waives any claims such Holder may have against the Board or the Bear Group in connection with the Tag Along Transaction. If such prospective transferee or Group is unable or unwilling to acquire all shares proposed to be included in the Tag Along Transaction upon such terms, then the Offeror may elect to cancel such Tag Along Transaction or to allocate the maximum number of shares that each prospective transferee or Group is willing to purchase among the Offeror and the Exercising Offerees in the proportion that each such Exercising Offeree's and the Offeror's Proportionate Percentage bears to the total Proportionate Percentages of the Offeror and the Exercising Offerees (e.g., if the Sale Notice contemplated a Tag Along Transaction of 10% Proportionate Percentage by the Offeror, and if the Offeror at such time owns a

Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if one or both Sponsors desire(s) the Parent LLC desires to effect any Transfer sale or transfer of any shares of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) Common Stock to any third party that is not an Affiliate Independent Third Party following which (when aggregated with all prior such sales or transfers) the Parent LLC shall have disposed of at least 10% of the Sponsors and number of shares of Common Stock that the Selling Sponsors do not exercise Parent LLC owned as of the Drag Along Option Original Issue Date to a transferee or Group (a “Tag-Tag Along Transaction”), they (or a proxy holder on behalf thereof) it shall give written notice to the Management Stockholders Holders offering such Management Stockholders Holders the option to participate in such Tag-Tag Along Transaction (a “Sale Notice”). The Sale Notice shall set forth the material terms of the proposed Tag-Tag Along Transaction and identify the contemplated Transferee transferee or Group. Such written notice shall include (A) the consideration to be received by the Selling Sponsors, (B) the identity of the purchaser, (C) other material terms and conditions of the proposed Transfer and (D) the date of the proposed Transfer. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer. (ii) Each of the Management Stockholders Holders may, by written notice to the Selling Sponsors Parent LLC (a “Tag-Tag Along Notice”) delivered within ten (10) days after the date of receipt of the Sale Notice (each such Management Stockholder Holder delivering such timely notice being a “Tag-Tag Along StockholderHolder”), elect to sell in such Tag-Tag Along Transaction the Company Shares shares of Common Stock held by such Management StockholderHolder, provided that the number of shares to be sold by such Management Stockholder Holder will not exceed its Pro Rata Portion(as a percentage of the total number of shares, including Deemed Held Shares (as defined below), then held by such Management Holder) the total number of shares of Common Stock that the Parent LLC proposes to sell or transfer in the applicable Tag Along Transaction (as a percentage of the total number of shares, including Deemed Held Shares, then held by the Parent LLC). The Company Shares shares of Common Stock to be sold by a Tag-Tag Along Stockholder Holder in a Tag-Tag Along Transaction may include Deemed Held Shares. “Deemed Held Shares” means Company Shares shares of Common Stock which a Stockholder such Tag Along Holder may obtain by exercising any Options held by such Stockholder Tag Along Holder that are vested and exercisable as of the relevant measurement date of such Tag Along Notice or which would vest in connection with such Tag Along Transaction (collectively the “Deemed Held Shares”). (iii) If none of the Management Holders delivers a timely Tag Along Notice, then the Parent LLC may thereafter consummate the Tag Along Transaction, at the same sale price and become exercisable on substantially the same other terms and conditions as are described in the Sale Notice (including, without limitation, the number of shares of Common Stock being sold), for a period of one hundred twenty (120) days thereafter. In the event the Parent LLC has not consummated the Tag Along Transaction within such one hundred twenty (120) day period, the Parent LLC shall not thereafter consummate a Tag Along Transaction, without first providing a Sale Notice and an opportunity to the Management Holders to sell in the manner provided above. If one or more of the Management Holders gives the Parent LLC a timely Tag Along Notice, then the Parent LLC shall use all reasonable efforts to cause the prospective transferee or Group to agree to acquire all shares identified in all timely Tag Along Notices, upon the same terms and conditions as are applicable to the shares of Common Stock held by the Parent LLC. If such prospective transferee or Group is unable or unwilling to acquire all shares of Common Stock proposed to be included in the Tag Along Transaction upon such terms, then the Parent LLC may elect either to cancel such Tag Along Transaction or to allocate the maximum number of shares that such prospective transferee or Group is willing to purchase among the Parent LLC, the Tag Along Holders and any other Person entitled to transfer shares of Common Stock in connection with the applicable transactionTag Along Transaction in the proportion that the Parent LLC’s, each such Tag Along Holder’s and such other Person’s Proportionate Percentage bears to the total Proportionate Percentages of the Parent LLC, the Tag Along Holders and such other Persons. (iv) Notwithstanding the provisions of this Section 2(a), during the first twelve (12) months of this Agreement, the Parent LLC may transfer up to 25% of the shares of Common Stock then owned by it without complying with the provisions of this Section 2(a). (v) For purposes of this Section 2(a), any holder of Common Stock who has a contractual right to participate in such Tag Along Transaction or any other holder of Common Stock who is otherwise participating in such Tag Along Transaction with the consent of the Parent LLC shall be deemed to be a “Management Holder” under this Section 2(a).

Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering or Qualified Preferred Public Offering, if one or both Sponsors desire(s) the Apollo Group desires to effect any Transfer sale or transfer of any shares of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution Common Stock or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) Preferred Stock to any third party following which (when aggregated with all prior such sales or transfers) the Apollo Group shall have disposed of at least 10% of number of shares of Common Stock or Preferred Stock, as applicable, that is not an Affiliate the Apollo Group owned as of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option time Original Issue Date to a transferee or Group (a “Tag-Tag Along Transaction”), they (or a proxy holder on behalf thereof) it shall give written notice to the Management Stockholders Non-Apollo Group Holders offering such Management Stockholders Non-Apollo Group Holders the option to participate in such Tag-Tag Along Transaction (a “Sale Notice”)Transaction. The Sale Notice notice shall set forth the material terms of the proposed Tag-Tag Along Transaction and identify the contemplated Transferee transferee or Group. Such written notice shall include Group (A) the consideration to be received by the Selling Sponsors, (B) the identity of the purchaser, (C) other material terms and conditions of the proposed Transfer and (D) the date of the proposed Transfer. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or TransferSale Notice”). (ii) Each of the Management Stockholders Non-Apollo Group Holders may, by written notice to the Selling Sponsors Apollo Group (a “Tag-Tag Along Notice”) delivered within ten (10) days after the date of receipt of the Sale Notice (each such Management Stockholder Non-Apollo Group Holder delivering such timely notice being a “Tag-Tag Along StockholderHolder”), elect to sell in such Tag-Tag Along Transaction Transaction, which will not exceed such Holder’s Proportionate Percentage of the Company Shares held by such Management Stockholder, provided that total number of the number of shares of Common Stock or Preferred Stock, as applicable, that the Apollo Group proposes to sell or transfer in the applicable Tag Along Transaction. This number may include shares of Common Stock and Preferred Stock to be sold by distributed to such Management Stockholder will not exceed its Pro Rata Portion. The Company Shares to be sold by a Tag-Tag Along Stockholder Holder in a Tag-connection with such Tag Along Transaction may include Deemed Held Shares. “Deemed Held Shares” means Company Shares from any deferred compensation plan or which a Stockholder such Tag Along Holder may obtain by exercising any Options held by such Stockholder the Tag Along Holder that are vested and exercisable as of the relevant measurement date of such Tag Along Notice or which would vest and become exercisable in connection with such Tag Along Transaction (collectively the “Deemed Held Shares”). (iii) If none of the Non-Apollo Group Holders delivers a timely Tag Along Notice, then the Apollo Group may thereafter consummate the Tag Along Transaction, on substantially the same terms and conditions as are described in the Sale Notice for a period of one hundred twenty (120) days thereafter. In the event the Apollo Group has not consummated the Tag Along Transaction within such one hundred twenty (120) day period, the Apollo Group shall not thereafter consummate a Tag Along Transaction, without first providing a Sale Notice and an opportunity to the Tag Along Holders to sell in the manner provided above. If one or more of the Non-Apollo Group Holders gives the Apollo Group a timely Tag Along Notice, then the Apollo Group shall use all reasonable efforts to cause the prospective transferee or Group to agree to acquire all shares identified in all timely Tag Along Notices, upon the same terms and conditions as applicable transactionto the shares held by the Apollo Group. If such prospective transferee or Group is unable or unwilling to acquire all shares proposed to be included in the Tag Along Transaction upon such terms, then the Apollo Group may elect to cancel such Tag Along Transaction or to allocate the maximum number of shares that each prospective transferee or Group is willing to purchase among the Apollo Group and the Tag Along Holders in the proportion that each such Tag Along Holder’s and the Apollo Group’s Proportionate Percentage bears to the total Proportionate Percentages of the Apollo Group and the Tag Along Holders (e.g., if the Sale Notice contemplated a Tag Along Transaction of 10% Proportionate Percentage by the Apollo Group, and if the Apollo Group at such time owns a 30% Proportionate Percentage and one Tag Along Holder who owns a 20% Proportionate Percentage elects to participate, then the Apollo Group would be entitled to sell a 6% Proportionate Percentage (30%/50% multiplied by the 10% Proportionate Percentage) and the Tag Along Holder would be entitled to sell a 4% Proportionate Percentage (20%/50% multiplied by the 10% Proportionate Percentage). (iv) Notwithstanding the provisions of this Section 2(a), during the first twelve (12) months of this Agreement, the Apollo Group may transfer up to 25% of the shares of Common Stock or Preferred Stock then owned by it without complying with the provision of this Section 2(a). (v) For purposes of this Section 2(a), any holder of Common Stock who has a contractual right to participate in such Tag Along Transaction or any other holder of Common Stock or Preferred Stock who is otherwise participating in such Tag Along Transaction with the consent of the Apollo Group shall be deemed to be a “Non-Apollo Group Holder” hereunder.

Tag-Along Transaction. (ia) Subject to Section 4.1 and, with respect to a Non-HPS Shareholder, following the provisions application of the procedures set forth in Section 2(b)4.2, prior except for Transfers made pursuant to the consummation of a Qualified Public OfferingSection 2.2, if one or both Sponsors desire(s) more Shareholders desire to effect any Transfer of any of their Company Shares a Tag-Along Transaction (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) to any third party that is not an Affiliate of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option (a “Tag-Along TransactionRightholders”), they (or a proxy holder on behalf thereof) such Tag-Along Rightholders shall give written notice (a “Sale Notice”) to each other Shareholder (the Management Stockholders “Tag-Along Sellers”) offering such Management Stockholders Tag-Along Sellers the option to participate sell to such third party in such Tag-Along Transaction a number (a “and not less than such number) of Common Stock held by such Tag-Along Seller equal to the percentage of Common Stock held by such Tag-Along Seller determined by dividing the total number of Common Stock proposed to be sold by the Tag-Along Rightholders in such Tag-Along Transaction by the total number of Common Stock then owned by the Tag-Along Rightholders on the terms and conditions set forth in the Sale Notice”). The Sale Notice shall set forth the material terms of In connection with the proposed Tag-Along Transaction and identify Transaction, the contemplated Transferee or Group. Such written notice Sale Notice shall include in reasonable detail: (A) the consideration to be received by the Selling Sponsors, (Bi) the identity of the purchaserparties, (Cii) other a summary of the material terms and conditions of such transaction, including the aggregate number of Common Stock the proposed Transfer Transferee has offered to purchase, and (Diii) the date proposed amount and form of consideration and the proposed Transferterms and conditions of payment. For the avoidance of doubtSubject to Section 4.3(b), if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer. (ii) Each of the Management Stockholders each Tag-Along Seller may, by written notice to the Selling Sponsors (a “Tag-Along Notice”) Rightholders delivered within ten (10) days after the date of receipt of the Sale Notice (each for purposes of this Section 4.3, the “Tag Election Period”), irrevocably elect to participate in such Management Stockholder delivering such timely notice being a “Tag-Along Stockholder”)Transaction, elect on the same terms and conditions as the Tag-Along Rightholders, with such terms and conditions being consistent with those set forth in the Sale Notice and this Agreement; provided that any Tag-Along Seller may waive its rights under this Section 4.3 prior to sell the expiration of the Tag Election Period by giving written notice to the Tag-Along Rightholders, with a copy to the Company. The failure of a Tag-Along Seller to respond in accordance with this Section 4.3 within such Tag Election Period shall be deemed to be a waiver of such Tag-Along Seller’s rights under this Section 4.3. Notwithstanding anything contained herein, if the proposed Transferee in such Tag-Along Transaction the Company Shares held by such Management Stockholder, provided that the has offered to purchase an aggregate number of shares Common Stock that is less than the aggregate number of Common Stock proposed to be sold Transferred by the Shareholders in the Tag-Along Transaction, then, at the election of the Tag-Along Rightholders: (A) the Tag-Along Rightholders may cancel such Management Stockholder will not exceed Tag-Along Transaction, or (B) each Shareholder shall be permitted to sell only that number of Common Stock equal to the product of (x) the aggregate number of Common Stock such proposed Transferee has offered to purchase in such Tag-Along Transaction and (y) such Shareholder’s Proportionate Percentage (based on the group of Shareholders electing to participate in such Tag-Along Transaction). No Transfer permitted under this Section 4.3 shall be subject to the requirements of Section 2. (b) In order to exercise its Pro Rata Portion. The Company Shares election to be sold by participate in the proposed Tag-Along Transaction pursuant to this Section 4.3, a Tag-Along Stockholder Seller must agree to make or provide the same representations, warranties, covenants, indemnities and agreements as the Tag- Along Rightholders and their Affiliates agree to make in connection with the proposed Transfer (except that, in the case of representations and warranties pertaining specifically to a Tag-Along Transaction Rightholder or any of its Affiliates, a Tag-Along Seller shall make the comparable representations and warranties pertaining specifically to itself); provided, however, that each participating Shareholder shall be severally (but not jointly or jointly and severally) liable for breaches of representations, warranties, covenants and agreements of, or pertaining to, the Company and its Subsidiaries, as the case may include Deemed Held Shares. “Deemed Held Shares” means be, and for indemnification obligations arising out of or relating to any such breach or otherwise pertaining to the Company Shares which and its Subsidiaries, on a Stockholder may obtain by exercising any Options held by pro rata basis (in accordance with such Stockholder that are vested and exercisable as Shareholder’s share of the relevant measurement date aggregate consideration payable in such Tag-Along Transaction (including holdbacks, earn-outs or which would vest amounts in escrow)), such liability of each such Shareholder not to exceed the aggregate consideration (including any holdbacks, earn- outs or amounts in escrow) payable to such Shareholder for their Common Stock in the proposed Tag-Along Transaction. (c) Each Tag-Along Seller shall take all actions as may be reasonably necessary or desirable to consummate the Tag-Along Transaction, including entering into agreements and become exercisable delivering instruments, in connection each case consistent with the agreements being entered into and the instruments being delivered by the Tag-Along Rightholders and their Affiliates. Upon the closing of the sale of any Common Stock pursuant to this Section 4.3, each Tag-Along Seller shall deliver at such closing, against payment of the purchase price therefor, to the extent they are certificated, certificates representing their Common Stock to be sold, duly endorsed for Transfer or accompanied by duly endorsed share powers, evidence of good title to the Common Stock to be sold and the absence of liens, encumbrances and adverse claims with respect thereto, along with any other documents as are reasonably necessary for the proper Transfer of such Common Stock. (d) Upon the expiration of the Tag Election Period, the Tag-Along Rightholders may cause the consummation of such Tag-Along Transaction in accordance with the terms hereof; provided that if such Tag-Along Transaction is not consummated within six (6) months (plus such number of additional days (if any) necessary to allow the expiration or termination of all waiting periods under antitrust laws applicable transactionto such sale) following the end of the Tag Election Period (for any reason other than the failure of a Tag-Along Seller to sell its Common Stock under this Section 4.3), then the Tag-Along Rightholders and the other proposed transferring Shareholders shall be required to separately and again comply with the terms and provisions of this Section 4.3 in order to consummate such Tag-Along Transaction and any subsequent proposed Transfer of Common Stock subject to this Section 4.3.

Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if one or both Sponsors desire(s) BHI desires to effect any Transfer sale or transfer of any shares of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) Common Stock to any third party following which (when aggregated with all prior such sales or transfers) BHI shall have disposed of more than 10% of the number of shares of Common Stock that BHI owned as of the Original Issue Date to a transferee or Group that is not an Affiliate of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option BHI (a “Tag-Tag Along Transaction”), they (or a proxy holder on behalf thereof) it shall give written notice to the Management Stockholders Holders offering such Management Stockholders Holders the option to participate in such Tag-Tag Along Transaction (a “Sale Notice”). The Sale Notice shall set forth the material terms of the proposed Tag-Tag Along Transaction and identify the contemplated Transferee transferee or Group. Such written notice shall include (A) the consideration to be received by the Selling Sponsors, (B) the identity of the purchaser, (C) other material terms and conditions of the proposed Transfer and (D) the date of the proposed Transfer. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer. (ii) Each of the Management Stockholders Holders may, by written notice to the Selling Sponsors BHI (a “Tag-Tag Along Notice”) delivered within ten (10) days after the date of receipt of the Sale Notice (each such Management Stockholder Holder delivering such timely notice being a “Tag-Tag Along StockholderHolder”), elect to sell in such Tag-Tag Along Transaction the Company Shares shares of Common Stock held by such Management StockholderHolder, provided that the number of shares to be sold by such Management Stockholder Holder will not exceed its Pro Rata Portionsuch Holder’s Proportionate Percentage (as calculated in pursuant to subsection (iii) below) of the total number of shares of Common Stock that BHI proposes to sell or transfer in the applicable Tag Along Transaction. The Company Shares shares of Common Stock to be sold by a Tag-Tag Along Stockholder Holder in a Tag-Tag Along Transaction may include Deemed Held Shares. “Deemed Held Shares” means Company Shares shares of Common Stock (x) to be distributed to such Tag Along Holder in connection with such Tag Along Transaction from any deferred compensation plan or (y) which a Stockholder such Tag Along Holder may obtain by exercising any Options held by such Stockholder Tag Along Holder that are vested and exercisable as of the relevant measurement date of such Tag Along Notice or which would vest and become exercisable in connection with such Tag Along Transaction (collectively the “Deemed Held Shares”). (iii) If none of the Management Holders delivers a timely Tag Along Notice, then BHI may thereafter consummate the Tag Along Transaction, on substantially the same terms and conditions as are described in the Sale Notice (including, without limitation, the number of shares of Common Stock being sold and the sale price), for a period of one hundred twenty (120) days thereafter. In the event BHI has not consummated the Tag Along Transaction within such one hundred twenty (120) day period, BHI shall not thereafter consummate a Tag Along Transaction, without first providing a Sale Notice and an opportunity to the Management Holders to sell in the manner provided above. If one or more of the Management Holders gives BHI a timely Tag Along Notice, then BHI shall use all reasonable efforts to cause the prospective transferee or Group to agree to acquire all shares identified in all timely Tag Along Notices, upon the same terms and conditions as are applicable transactionto the shares of Common Stock held by BHI. If such prospective transferee or Group is unable or unwilling to acquire all shares of Common Stock proposed to be included in the Tag Along Transaction upon such terms, then BHI may elect either to cancel such Tag Along Transaction or to allocate the maximum number of shares that such prospective transferee or Group is willing to purchase among BHI and the Tag Along Holders in the proportion that each such Tag Along Holder’s and BHI’s Proportionate Percentage bears to the total Proportionate Percentages of BHI and the Tag Along Holders (e.g., if the Sale Notice contemplated a Tag Along Transaction of 10% Proportionate Percentage by BHI, and if BHI at such time owns a 30% Proportionate Percentage and one Tag Along Holder who owns a 20% Proportionate Percentage elects to participate, then BHI would be entitled to sell a 6% Proportionate Percentage (30%/50% multiplied by the 10% Proportionate Percentage) and the Tag Along Holder would be entitled to sell a 4% Proportionate Percentage (20%/50% multiplied by the 10% Proportionate Percentage). (iv) Notwithstanding the provisions of this Section 2(a), during the first twelve (12) months of this Agreement, BHI (or the Apollo Group) may transfer up to 25% of the shares of Common Stock then owned by it without complying with the provisions of this Section 2(a); provided that such transferee shall agree to become bound by the provisions set forth in this Section 2(a) in the same manner as BHI. (v) For purposes of this Section 2(a), any holder of Common Stock who has a contractual right to participate in such Tag Along Transaction or any other holder of Common Stock who is otherwise participating in such Tag Along Transaction with the consent of BHI shall be deemed to be a “Management Holder” under this Section 2(a).

Tag-Along Transaction. (i) Subject to the provisions of Section Sections 2(a)(iv) and 2(b), prior to the consummation of a Qualified Public Offering, if one or both Sponsors desire(sIPC (the “Offerer”) desires to effect any Transfer Disposition of any shares of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution Common Stock or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) Preferred Stock to any third party that is not an Affiliate and Offerer shall have previously Disposed of at least 20% of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option number of shares of Common Stock or Preferred Stock, as applicable, that Offerer originally owned, adjusted as required to reflect any stock splits, combinations or reclassifications (when aggregated with all prior such sales or Dispositions except those pursuant to Section 2(a)(iv)), to a transferee or Group (each a “Tag-Tag Along Transaction”), they (or a proxy holder on behalf thereof) Offerer shall give written notice to the Management Stockholders remaining Holders (the “Offerees”) at least twenty five (25) days prior to the anticipated sale date offering such Management Stockholders Holders the option to participate in such Tag-Tag Along Transaction (a “Sale Notice”)Transaction. The Sale Notice notice shall set forth the material terms of the proposed Tag-Tag Along Transaction and identify the contemplated Transferee transferee or Group. Such written notice shall include Group (A) the consideration to be received by the Selling Sponsors, (B) the identity of the purchaser, (C) other material terms and conditions of the proposed Transfer and (D) the date of the proposed Transfer. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or TransferSale Notice”). (ii) Each of the Management Stockholders Offerees may, by written notice to the Selling Sponsors Offerer (a “Tag-Tag Along Notice”) ), delivered within ten fourteen (1014) days after the date of receipt of the Sale Notice (each such Management Stockholder Offeree delivering such timely notice being a an “Tag-Along StockholderExercising Offeree”), elect to sell in such Tag-Along Transaction the Company Shares held by such Management Stockholder, provided that the Dispose of a number of shares to be sold by of Common Stock or Preferred Stock, as applicable, in such Management Stockholder Tag Along Transaction, which will not exceed its Pro Rata Portion. The Company Shares such Exercising Offeree’s Proportionate Percentage of the total number of shares of Common Stock or Preferred Stock, as applicable, that the Offerer proposes to Dispose of in the applicable Tag Along Transaction; provided, however, that if the consideration to be sold by a Tag-Along Stockholder received in a Tag-the Tag Along Transaction includes securities, only Offerees that are an accredited investor (as such term is defined in Rule 501 (a) of the Securities Act, an “Accredited Investor”) shall be entitled to participate in such Tag Along Transaction unless the proposed transferee otherwise consents. This number of shares may include Deemed Held Shares. “Deemed Held Shares” means Company Shares shares of Common Stock and Preferred Stock to be distributed to such Exercising Offeree in connection with such Tag Along Transaction from the 2010 Equity Incentive Plan or any similar plan or which a Stockholder such Exercising Offeree may obtain by exercising any Options held by such Stockholder Exercising Offeree that are vested and exercisable as of the relevant measurement date of such Tag Along Notice or which would vest in connection with such Tag Along Transaction (collectively, the “Deemed Held Shares”).The Exercising Offeree’s participation in the Tag Along Transaction is conditioned upon (i) the consummation of the transactions contemplated in the Sale Notice with the transferee named therein and become exercisable (ii) such Exercising Offeree’s execution and delivery of all reasonable agreements and other reasonable documents as the Offeror executes and delivers in connection with the Tag Along Transaction. (iii) If none of the Offerees delivers a timely Tag Along Notice, then the Offeror may thereafter consummate the Tag Along Transaction, on the same terms and conditions as are described in the Sale Notice for a period of the longer of (i) ninety (90) days thereafter or (ii) thirty (30) after regulatory approval. In the event the Offeror has not consummated the Tag Along Transaction within the period set forth in the prior sentence, the Offeror shall not thereafter consummate a Tag Along Transaction without first providing a Sale Notice and an opportunity to the Exercising Offerees to sell in the manner provided above. If one or more of Exercising Offeree gives the Offeror a timely Tag Along Notice, then the Offeror shall use its commercially reasonable best efforts to cause the prospective transferee or Group to agree to acquire all shares identified in all timely Tag Along Notices, upon the same terms and conditions as applicable transactionto the shares held by the Offeror. Each Exercising Offeree shall take all reasonably necessary actions approved by IPC in connection with the consummation of the Tag Along Transaction, including executing such reasonable agreements and such reasonable instruments and other actions reasonably necessary to provide the representations, warranties, covenants and indemnities, as well as escrow arrangements relating to such Tag Along Transaction but only to the extent similar agreements and instruments are executed and actions taken by IPC in connection with such Tag Along Transaction; provided, however, that (i) any representations, warranties, covenants, indemnities, escrow agreements and other provisions and agreements made by the Exercising Offerees shall be several and not joint and (ii) to the extent the Exercising Offerees are required to provide indemnities in connection with the Disposition of their shares of Common Stock or Preferred Stock, no Exercising Offeree shall be required to provide indemnification that would result in an aggregate liability to such Exercising Offeree in excess of such Exercising Offeree’s net proceeds from such Disposition pursuant to this Section 2(a)(iii), as applicable, and such indemnities shall be made by all Exercising Offerees participating in the applicable transaction or transactions, severally and not jointly. Each Holder hereby waives any claims such Holder may have against the Board or IPC in connection with the Tag Along Transaction. If such prospective transferee or Group is unable or unwilling to acquire all shares proposed to be included in the Tag Along Transaction upon such terms, then the Offeror may elect to cancel such Tag Along Transaction or to allocate the maximum number of shares that each prospective transferee or Group is willing to purchase among the Offeror and the Exercising Offerees in the proportion that each such Exercising Offeree’s and the Offeror’s Proportionate Percentage bears to the total Proportionate Percentages of the Offeror and the Exercising Offerees (e.g., if the Sale Notice contemplated a Tag Along Transaction of 10% Proportionate Percentage by the Offeror, and if the Offeror at such time owns a 30% Proportionate Percentage and one Exercising Offeree who owns a 20% Proportionate Percentage elects to participate, then the Offeror would be entitled to sell a 6% Proportionate Percentage (30%/50% multiplied by the 10% Proportionate Percentage) and the Exercising Offeree would be entitled to sell a 4% Proportionate Percentage (20%/50% multiplied by the 10% Proportionate Percentage). (iv) Notwithstanding the provisions of this Section 2(a), IPC may, without complying with the provisions of this Section 2(a), Dispose of shares of Common Stock and Preferred Stock to any Affiliate of IPC (provided that such Affiliate transferee agrees in writing to be bound by this Agreement in accordance with, and to the extent set forth, in Section 3.2). (v) This Section 2(a) shall not apply to any Disposition for which IPC has elected to exercise its rights pursuant to Section 2(b).

Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the earlier to occur of the consummation of a Qualified Public Offering, if one or both Sponsors desire(s) to effect any Transfer Offering and the consummation of any of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than of Hexion LLC, if the Apollo Group desires to effect a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) to any third party that is not an Affiliate of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option (a “Tag-Tag Along Transaction”), they (or a proxy holder on behalf thereof) it shall give written notice to the Management Stockholders Holders offering such Management Stockholders Holders the option to participate in such Tag-Tag Along Transaction (a “Sale Notice”). The Sale Notice shall set forth the material terms of the proposed Tag-Tag Along Transaction and identify the contemplated Transferee transferee or Group. Such written notice shall include (A) the consideration to be received by the Selling Sponsors, (B) the identity of the purchaser, (C) other material terms and conditions of the proposed Transfer and (D) the date of the proposed Transfer. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer. (ii) Each of the Management Stockholders Holders may, by written notice to the Selling Sponsors Apollo Group (a “Tag-Tag Along Notice”) delivered within ten (10) days after the date of receipt of the Sale Notice (each such Management Stockholder Holder delivering such timely notice being a “Tag-Tag Along StockholderHolder”), elect to sell in such Tag-Tag Along Transaction the Company Shares Units held by such Management StockholderHolder, provided that the number of shares Units to be sold by such Management Stockholder Holder will not exceed its Pro Rata Portionsuch Holder’s Proportionate Percentage (as calculated pursuant to subsection (iii) below) of the total number of Units that the Apollo Group proposes to sell or transfer in the applicable Tag Along Transaction. The Company Shares Units to be sold by a Tag-Tag Along Stockholder Holder in a Tag-Tag Along Transaction may include Deemed Held Shares. “Deemed Held Shares” means Company Shares which a Stockholder include, to the extent applicable, Units (x) to be distributed to such Tag Along Holder in connection with such Tag Along Transaction from any deferred compensation plan or (y) that such Tag Along Holder may obtain by exercising any Options held by such Stockholder Tag Along Holder that are vested and exercisable as of the relevant measurement date of such Tag Along Notice or which that would vest and become exercisable in connection with such Tag Along Transaction (collectively the “Deemed Held Units”). (iii) If none of the Holders delivers a timely Tag Along Notice, then the Apollo Group may thereafter consummate the Tag Along Transaction, on substantially the same terms and conditions as are described in the Sale Notice (including, without limitation, the number of Units being sold and the sale price), for a period of 360 days thereafter. In the event the Apollo Group has not consummated the Tag Along Transaction within such 360 day period, the Apollo Group shall not thereafter consummate a Tag Along Transaction without first providing a Sale Notice and an opportunity to the Holders to sell in the manner provided above. If one or more of the Holders gives the Apollo Group a timely Tag Along Notice, then the Apollo Group shall use all reasonable efforts to cause the prospective transferee or Group to agree to acquire all units identified in all timely Tag Along Notices on the same terms and conditions as are applicable transactionto the Units held by the Apollo Group. If such prospective transferee or Group is unable or unwilling to acquire all Units proposed to be included in the Tag Along Transaction on such terms, then the Apollo Group may elect either to cancel such Tag Along Transaction or to allocate the maximum number of units that such prospective transferee or Group is willing to purchase among the Apollo Group and the Tag Along Holders in the proportion that each such Tag Along Holder’s and the Apollo Group’s Proportionate Percentage bears to the total Proportionate Percentages of the Apollo Group and the Tag Along Holders (e.g., if the Sale Notice contemplated a Tag Along Transaction of 10% Proportionate Percentage by the Apollo Group, and if the Apollo Group at such time owns a 30% Proportionate Percentage, and one Tag Along Holder who owns a 20% Proportionate Percentage elects to participate, then the Apollo Group would be entitled to sell a 6% Proportionate Percentage (30%/50% multiplied by the 10% Proportionate Percentage) and the Tag Along Holder would be entitled to sell a 4% Proportionate Percentage (20%/50% multiplied by the 10% Proportionate Percentage)). (iv) Notwithstanding the provisions of this Section 2(a), during the first twelve (12) months of this Agreement, the Apollo Group may transfer up to 25% of the Units then owned by it without complying with the provisions of this Section 2(a); provided that such transferee shall agree to become bound by the provisions set forth in this Section 2(a) in the same manner as the Apollo Group. (v) For purposes of this Section 2(a), any holder of Units who has a contractual right to participate in such Tag Along Transaction or any other holder of Units who is otherwise participating in such Tag Along Transaction with the consent of the Apollo Group shall be deemed to be a “Holder” under this Section 2(a).

Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if one or both Sponsors desire(s) to effect any Transfer of any of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) to any third party that is not an Affiliate of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option (a “Tag-Along Transaction”), they (or a proxy holder on behalf thereof) shall give written notice to the Management Stockholders offering such Management Stockholders the option to participate in such Tag-Along Transaction (a “Sale Notice”). The Sale Notice shall set forth the material terms of the proposed Tag-Along Transaction and identify the contemplated Transferee or Group. Such written notice shall include (A) the consideration to be received by the Selling Sponsors, (B) the identity of the purchaser, (C) other material terms and conditions of the proposed Transfer and (D) the date of the proposed Transfer. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer. (ii) Each of the Management Stockholders may, by written notice to the Selling Sponsors (a “Tag-Along Notice”) delivered within ten (10) days after the date of receipt of the Sale Notice (each such Management Stockholder delivering such timely notice being a “Tag-Along Stockholder”), elect to sell in such Tag-Along Transaction the Company Shares held by such Management Stockholder, provided that the number of shares to be sold by such Management Stockholder will not exceed its Pro Rata Portion. The Company Shares to be sold by a Tag-Along Stockholder in a Tag-Along Transaction may include Deemed Held Shares. “Deemed Held Shares” means Company Shares which a Stockholder may obtain by exercising any Options held by such Stockholder that are vested and exercisable as of the relevant measurement date or which would vest and become exercisable in connection with the applicable transaction.