Common use of Tag Along Clause in Contracts

Tag Along. Subject to Section 13.8(c), no holder of Class A Membership Interest shall Transfer Class A Membership Interest to a third party without complying with the terms and conditions set forth in this Section 13.8, as applicable. (a) Any of the Class A Members (each, an “Initiating Member”) desiring to Transfer more than fifty percent (50%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class B Member and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member (the “Participation Interest”) and the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Company, each Class B Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members. (c) The provisions of this Section 13.8 shall not apply to other Permitted Transfers.

Tag Along. Subject (a) In the event that PBF Member or its Affiliates desire to Section 13.8(c)market for sale all or substantially all of the Chalmette Refinery, no holder including PBF Member’s Member Interest and associated Units in the Company, PBF Member will provide written notice to Eni Member and Eni Member shall have the right to participate by including for sale all (but not less than all) of Class A Membership Eni Member’s Member Interest shall Transfer Class A Membership Interest to a third party without complying and associated Units in connection with the terms sale of PBF Member’s Member Interest and conditions set forth associated Units (a “Joint Divestiture”). Within ninety (90) days following delivery of PBF Member’s notice, Eni Member shall have the right to deliver a written notice to PBF Member electing, or declining, to participate in this Section 13.8such Joint Divestiture. If Eni Member declines to participate in such Joint Divestiture or fails to respond to PBF Member’s notice within such ninety (90) day period, as applicableEni Member shall be deemed to have irrevocably and unconditionally waived its right to participate in a Joint Divestiture during such sale process, and PBF Member shall be entitled to commence its marketing efforts and, without limitation or requirement to consummate a sale within a certain time period, consummate the sale of all or substantially all of the Chalmette Refinery and its Member Interest and associated Units in the Company without inclusion by Eni Member, provided that the transferee meets the Compliance Criteria. (ab) Any If PBF Member is approached by a Third Party for a direct, private sale of the Class A Members Chalmette Refinery and its Member Interest and associated Units in the Company, the following provisions shall apply: (eachi) PBF Member shall provide notice to Eni Member of such approach, an “Initiating Member”) desiring to Transfer more than fifty percent (50%) stating the details of the total Class A Membership sale, including the consideration offered for PBF Member’s Member Interest and associated Units in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class B Member the Company and to the Company. Such notice (the “Participation Notice”) shall set forth the related terms and conditions of such proposed Transfersale. Thereafter, including the name Eni Member shall notify PBF Member within thirty (30) days of the prospective Transfereereceipt of such notice whether Eni Member elects to engage in a Joint Divestiture in connection with such direct, the amount of the Class A Membership Interest proposed private sale. If Eni Member notifies PBF Member within such thirty (30) day time period that Eni Member elects to be Transferred by the Initiating Member (the “Participation Interest”) and the Sharing Percentage attributable theretoparticipate in such direct, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Companyprivate sale, each Class B then Eni Member shall have the right, by notice right to participate in writing to such sale and PBF Member shall ensure that the Initiating Third Party purchases simultaneously with the purchase of PBF Member’s Member Interest and to associated Units in the Company all of Eni Member’s Member Interest and associated Units in the Company, to elect to Transfer to in accordance with the purchasers in such proposed Transfer (upon the same material terms and conditions as specified in the Initiating written notice given by PBF Member to Eni Member. Following the election by Eni Member of its right to participate in such direct, private sale, if the Third Party declines to purchase Eni Member’s Member Interest and associated Units in the Company, without otherwise limiting PBF Member’s or its Affiliate’s ability to sell the Chalmette Refinery, PBF Member shall not proceed with the Transfer of its Member Interest and associated Units in the Company to such Third Party; provided, however, the foregoing shall not limit PBF Member’s right to Transfer its Member Interest and associated Units in the Company in accordance with Section 11.1 or Section 11.2 (including, for the avoidance of doubt, to such Third Party). (ii) up In the event PBF Member and such Third Party fail to the amount of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable execute definitive agreements agreeing to the amount sale of Class A Membership Interest proposed to be transferred by the Initiating Members Chalmette Refinery and the denominator of which is Joint Divestiture in accordance with the aggregate Sharing Percentage attributable to material terms and conditions set out in the Class A Membership Interest owned notice given by the Initiating Members and PBF Member within one hundred twenty (120) days from Eni Member’s election or (y) consummate such agreement within one (1) year after Eni Member’s election, then, in each case, such election shall be deemed expired and the aggregate Sharing Percentage attributable procedure in this Section 11.4 shall be restarted and complied with in connection with any marketing or sale of the Chalmette Refinery and PBF Member’s Member Interest and associated Units in the Company. (iii) In the event that the price of the sale is in kind or comprises, in whole or in part, non-cash consideration, the value of any asset comprising such non-cash consideration shall be equal to the Class B Membership Interest held Fair Market Value of such assets as at the date of receipt by such Participating OffereePBF Member of the Third Party’s offer. The If PBF Member and Eni Member cannot agree on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership InterestPBF Member. (biv) At In case of failure of PBF Member and/or the closing of any proposed Transfer Third Party to comply with the provisions in respect of which this Section 11.4, except to the extent that such Third Party subsequently becomes a Participation Notice has been deliveredTransferee in compliance with Section 11.1 or Section 11.2, the Initiating MemberTransferee shall not be recognized as Member of the Company. For the avoidance of doubt, together Eni Member shall not have a right to a Joint Divestiture independent from a sale of the Chalmette Refinery in accordance with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described in the last sentence provisions of Section 13.8(a). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members11.4. (c) The provisions of this Section 13.8 shall not apply to other Permitted Transfers.

Tag Along. Subject to (i) If at any time after the Flip Point and following compliance with Section 13.8(c3.03(b), no holder a Disposing Member desires to sell any of Class A its Membership Interest shall Transfer Class A Membership Interest to a third party without complying Interests that, individually or when aggregated with other sales by the terms and conditions set forth in Disposing Member since the Effective Date of this Section 13.8Agreement, as applicable. represents ten percent (a10%) Any or more of the Class A Members (each, an “Initiating Member”) desiring to Transfer more than fifty percent (50%) aggregate outstanding Membership Interests of the total Class A Membership Interest in Company, to any Person (other than a single transaction or sale which would be considered a series Permitted Disposition hereunder), then at least forty-five (45) days prior to the proposed date of similar transactions, shall give not less than ten (10) Business Days prior written notice consummation of such intended Transfer to each Class B sale (a “Sale”), the Disposing Member and to the Company. Such shall provide written notice (the “Participation Tag Along Notice”) of the proposed Sale to the non-Disposing Members. The Tag Along Notice shall set forth include: (A) the principal terms of the proposed Sale, including (A) the Membership Interest to be purchased from the Disposing Member, (B) the class and conditions series of such proposed TransferMembership Interest to be purchased, including (C) the name percentage such Membership Interest represents of the prospective Transferee, the amount of the Class A total Membership Interest proposed to be Transferred owned by the Initiating Disposing Member (the “Participation InterestSale Percentage”), and (D) and the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor by and the payment terms name and type of Transfer to be effectuated. Within five (5) Business Days following the delivery address of the Participation Notice proposed purchaser (the “Tag Along Purchaser”); and (B) an offer by the Initiating Member to Disposing Member, in respect of each Class B non-Disposing Member and to the Company, each Class B Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon on the same terms and conditions as the Initiating Member) up Disposing Member proposes to sell its Membership Interest, to include in the Sale to the amount Tag Along Purchaser a percentage of the Class B total Membership Interest owned then held by each such Class B non-Disposing Member not to exceed the Sale Percentage. (ii) Each non-Disposing Member desiring to accept the offer contained in the Tag Along Notice (each Class B Member making such election, a “Participating OffereeSeller”) as shall equal send a written commitment to the product Disposing Member not later than thirty (30) days after the effective date of (x) a fractionthe Tag Along Notice specifying, subject to Section 3.03(c)(i)(B), the numerator Membership Interests that such Participating Seller desires to have included in the Sale. Each non-Disposing Member who has not so accepted such offer shall be deemed to have waived all of which is the aggregate Sharing Percentage attributable its rights with respect to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members Sale, and the denominator of which is Disposing Member and the aggregate Sharing Percentage attributable Participating Sellers, if any, shall thereafter be free to sell to the Class A Membership Interest owned by Tag Along Purchaser at a price no greater than the Initiating Members purchase price set forth in the Tag Along Notice and (y) otherwise on terms not more favorable in any material respect to them than those set forth in the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership InterestTag Along Notice. (biii) At The acceptance of such offer by each Participating Seller shall be irrevocable except as hereinafter provided and each such Participating Seller shall be bound and obligated to sell, concurrently with the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered sale by the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a). In connection with any such Transfer, the Participating Offerees shall agree to Disposing Member and on the same terms and conditions as specified in the Initiating MembersTag Along Notice, the Membership Interests so agreed in the written commitment given pursuant to Section 3.03(c)(ii). In the event the Disposing Member shall be unable to arrange the sale of all the Membership Interests which the Disposing Member and the Participating Sellers desire to have included in the Sale, the Membership Interests to be sold in the Sale by the Disposing Member and the Participating Sellers shall be reduced on a pro rata basis. (civ) The If at the end of the ninetieth (90th) day following the effective date of the Tag Along Notice the Disposing Member has not completed the Sale as provided in the foregoing provisions of this Section 13.8 3.03(c), each Participating Seller shall not apply be released from its obligations under its written commitment given pursuant to other Permitted TransfersSection 3.03(c)(ii), the Tag Along Notice shall be null and void, and it shall be necessary for a new Tag Along Notice to be furnished and the provisions of this Section 3.03(c) separately complied with in order to consummate any such Sale.

Tag Along. Subject to Section 13.8(c), no holder of Class A Membership Interest shall Transfer Class A Membership Interest to a third party without complying with the terms and conditions set forth in this Section 13.8, as applicable. (a) Any If ▇▇▇▇▇▇▇▇ Partners or either of the Class A Members ▇▇▇▇▇▇▇▇ Funds (each, an the “Initiating MemberSelling Securityholder”) desiring shall for any reason whatsoever (except a transfer pursuant to Transfer more than fifty percent (50%Articles I or II or Section 3.1 above) of the total Class A Membership Interest wish to sell any Securities owned by such Securityholder and shall have received a bona fide offer in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice respect of such intended Transfer to each Class B Member and to sale (“Tag Offer”) from a Third Party, the Company. Such Selling Securityholder shall promptly deliver written notice (the “Participation Transfer Notice”) shall set of the Tag Offer to all the other Securityholders (the “Other Holders”) setting forth the consideration for the Securities, the identity of the Third Party and the other terms and conditions of the Tag Offer . Any such proposed TransferOther Holder may, including within 15 days after the name receipt of the prospective TransfereeTransfer Notice, give written notice (“Tag Notice”) to the Selling Securityholder (which shall be irrevocable after delivery thereof) stating that such Other Holder wishes to participate in such sale by selling all, but not less than all, of such Other Holder’s pro rata portion of the total amount of Securities to be eventually included in the sale to the Third Party described in such Tag Offer, on terms and conditions not less favorable to such Other Holder than those upon which the Selling Securityholder sells Securities to such Third Party. If the Third Party transferee is unwilling to purchase all of the Securities that have been identified for sale, then the amount of Securities that the Class A Membership Interest proposed Third Party transferee is willing to be Transferred by the Initiating Member (the “Participation Interest”) and the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Company, each Class B Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee acquire shall be determined based upon (i) allocated pro rata among the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest Selling Securityholders and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interestthose Other Holders who have given timely Tag Notices. (b) At Each Other Holder electing to participate in such sale (a “Tagging Securityholder”) hereby authorizes the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall Selling Securityholder to deliver to the proposed Transferee Third Party at the Tag Closing (as defined below) such Tagging Securityholder’s stock certificates or notes evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described Tagging Securityholder’s ownership in the last sentence of Securities that the Tagging Securityholder has elected to sell under Section 13.8(a3.2(a). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members. (c) The provisions Selling Securityholder will have 180 days after the date on which the Transfer Notice is given to sell to the Third Party, at the price set forth in the Transfer Notice, all of the Securities subject to the Tag Offer. Immediately after completion of any such sale pursuant to this Section 13.8 shall 3.2 (the “Tag Closing”), the Selling Securityholder will notify each Tagging Securityholder and will remit to such Tagging Securityholder the total sales price attributable to the Securities of such Tagging Securityholder sold pursuant thereto less a pro rata portion of the expenses and taxes, if any, incurred in connection with such sale. (d) Notwithstanding anything in this Section 3.2 to the contrary, there will be no liability on the part of the Selling Securityholder to the Tagging Securityholders if any sale of Securities pursuant to this Section 3.2 is not apply to other Permitted Transfersconsummated for whatever reason.

Tag Along. Subject to Section 13.8(c)5(c) of this Exhibit B, no holder of Class A Membership Interest Units shall Transfer Class A Membership Interest Units to a third party without complying with the terms and conditions set forth in this Section 13.85, as applicable. (a) Any of the Class A Members Sponsor Holders (eachcollectively, an the “Initiating MemberUnitholder”) desiring to Transfer more than fifty percent (50%) of the total Class A Membership Interest Units held by the Sponsor Holders in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each holder of Class B Member Units and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective Transferee, the amount number of the Class A Membership Interest Units proposed to be Transferred by the Initiating Member (the “Participation InterestSecurities”) and by the Sharing Percentage attributable theretoInitiating Unitholder, the purchase price per Unit proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member Unitholder to each holder of Class B Member Units and to the Company, each holder of Class B Member Units shall have the right, by notice in writing to the Initiating Member Unitholder and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating MemberUnitholder) up to the amount that number of the Class B Membership Interest Units owned by such holder of Class B Member Units (each holder of Class B Member Units making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount number of Class A Membership Interest B Units owned by such Participating Offeree as of the date of such proposed to be transferred by the Initiating Members Transfer and the denominator of which is the aggregate Sharing Percentage attributable to the number of outstanding Class A Membership Interest Units and Class B Units owned as of the date of such Participation Notice by the each Initiating Members Unitholder and by all Participating Offerees, multiplied by (y) the aggregate Sharing Percentage attributable number of Participation Securities. The amount of Participation Securities to be Transferred by any Initiating Unitholder shall be ratably reduced to the extent necessary to provide for such sales of Class B Membership Interest held Units by such Participating OffereeOfferees. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest Units to be sold to the prospective Transferee shall be determined based upon (i) the deemed fair market value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest Units and (ii) the resulting relative value values of the Sharing Percentage attributable Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the Class B Membership Interestholders of Units in accordance with Section 8.02 of the LLC Agreement. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating MemberUnitholder, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership InterestsUnits, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests Units as described in the last sentence of Section 13.8(a). 5(a) of this Exhibit B. In connection with any such Transfer, (i) the representations and warranties of a Participating Offeree shall be limited to matters that relate specifically to such Participating Offeree such as due organization and authorization, no violation, title and ownership and investor status, and such Participating Offeree shall have no obligation to make representations and warranties as to the Company or other holders of Units; provided, however, that each Participating Offeree may be required to indemnify the Transferee on a several basis on terms no less favorable than the indemnification provided by the Initiating Unitholder to the Transferee, which such indemnification liability for all matters other than unit title and ownership shall not exceed the value of the consideration received by the Participating Offerees shall agree to the same terms and conditions as the Initiating MembersOfferee in connection with such Transfer. (c) The provisions of this Section 13.8 5 shall not apply to (i) other Permitted Transfers, (ii) any Transfer pursuant to or after a Company Public Offering and (iii) Exempt Transfers.

Tag Along. Subject to Section 13.8(c), no No holder of Class A Membership Interest shall Transfer Class A Membership Interest to a third party (other than an Affiliate of a Class A Member) without complying with the terms and conditions set forth in this Section 13.814.7, as applicable. (a) Any of the Class A Members (each, an “Initiating Member”) desiring to Transfer more than fifty twenty-five percent (5025%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class B C Member and Class D Member and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member (the “Participation Interest”) and the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within ; provided, however, that within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B C Member and Class D Member and to the Company, each Class B C Member and Class D Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount of the Class B Membership Interest owned by such Class B C Member or Class D Member (each Class B C Member and Class D Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a14.7(a) (for the avoidance of doubt, subject to Section 14.7(d)(ii) below). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members. (c) The provisions [RESERVED]. (d) This Section 14.7(d) shall apply notwithstanding anything in Section 14.7(a) through (c) or Section 14.8 to the contrary; provided, however, that (and Section 14.8 is deemed modified to the extent inconsistent with the following): (i) the twenty-five percent (25%) figure first described in Section 14.7(a) shall, for purposes of this Section 13.8 14.7(d), be reduced to 10% at such time as the Members (other than the Class C Members) have received total amounts in respect of their Membership Interests (including by way of distributions and by way of consideration received in exchange for Membership Interests) equal to the Class C Payout Threshold, including with respect to the transaction in which such event occurs, and provided further that the rights and benefits of this Section 14.7 shall not apply for any Member with respect to any Transfer by a Class A Member to any Affiliate of such Class A Member; (ii) the amount of Class C Membership Interest or Class D Membership Interest that may be Transferred by any Class C Member or Class D Member, as applicable, to the purchasers in a proposed transfer described in Section 14.7(a) shall be that same proportion of all of such Member’s Membership Interests that the aggregate Participation Interest of all Class A Members bears to their aggregate Class A Membership Interests (but, with respect to a Class C Member, only to the extent the Class C Member’s Class C Membership Interests are then vested or would become vested in such proposed transfer, taking into account all prior transfers of Class A Membership Interests); (iii) notwithstanding anything in the last sentence of Section 14.7(a), in Section 14.8(d), or otherwise herein to the contrary, the consideration to be received by all selling Members in a sale described in Section 14.7(a) or Section 14.8 shall be allocated among the Class A Membership Interests, Class C Membership Interests and Class D Membership Interests being sold in the same proportions as if the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Membership Interests being sold were distributed without any discounts or deductions in accordance with Section 5.4; (iv) notwithstanding anything in Section 14.7(a) or (b), or Section 14.8, to the contrary, with respect to any transaction described therein, (A) no Class C Member or Class D Member shall be required to provide any representations or warranties in connection with any Class C Membership Interests or Class D Membership Interests to be sold or otherwise other Permitted Transfersthan representations, warranties relating to (i) such Member’s valid title to and ownership of the Membership Interests being sold, free and clear of all liens, claims and encumbrances (other than those arising under applicable securities laws, this Agreement and any Class C Award Agreement), (ii) such Member’s authority, power and right to enter into and consummate such transaction, (iii) the absence of any violation, default or acceleration of any agreement to which such Member is subject or by which its assets are bound as a result of such transaction, and (iv) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by such Member in connection with such transaction (and then only to the extent that the other selling Members are similarly obligated to provide similar representations, warranties and indemnities with respect to the Membership Interests which they are selling) (the representations described in clauses (i)-(iv) above are referred to as “Seller Fundamental Reps”), and (B) no Class C Member or Class D Member shall have joint liability with respect to any other Member; provided, however, that in the case of clauses (A) and (B) above, the Class C Members and the Class D Member shall bear a pro rata amount (based on the ratio of the total proceeds received in such transaction by the Class C Member or the Class D Member, as applicable, to the total proceeds received in such transaction by all selling Members) of all indemnity obligations applicable to such transaction (including all indemnity obligations relating to representations and warranties made in respect of or regarding the Company, the Partnership or any of their Subsidiaries or any of such entities’ respective businesses or operations, but excluding any indemnity obligations relating to any breach of a Seller Fundamental Rep made by another Member), and provided further that the pro-rata indemnity obligation of a Class C Member or Class D Member as described in the foregoing proviso will not exceed the total proceeds received by the Class C Member or Class D Member, as applicable, in such transaction.

Tag Along. Subject to Section 13.8(c)5(c) of this Exhibit B, no holder of Class A Membership Interest Units shall Transfer Class A Membership Interest Units to a third party without complying with the terms and conditions set forth in this Section 13.85, as applicable. (a) Any of the Class A Members Sponsor Holders (eachcollectively, an the “Initiating MemberUnitholder”) desiring to Transfer more than fifty percent (50%) of the total Class A Membership Interest Units held by the Sponsor Holders in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each holder of Class B Member Units and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective Transferee, the amount number of the Class A Membership Interest Units proposed to be Transferred by the Initiating Member (the “Participation InterestSecurities”) and by the Sharing Percentage attributable theretoInitiating Unitholder, the purchase price per Unit proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member Unitholder to each holder of Class B Member Units and to the Company, each holder of Class B Member Units shall have the right, by notice in writing to the Initiating Member Unitholder and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating MemberUnitholder) up to the amount that number of the Class B Membership Interest Units owned by such holder of Class B Member Units (each holder of Class B Member Units making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount number of Class A Membership Interest B Units owned by such Participating Offeree as of the date of such proposed to be transferred by the Initiating Members Transfer and the denominator of which is the aggregate Sharing Percentage attributable to the number of outstanding Class A Membership Interest Units and Class B Units owned as of the date of such Participation Notice by the each Initiating Members Unitholder and by all Participating Offerees, multiplied by (y) the aggregate Sharing Percentage attributable number of Participation Securities. The amount of Participation Securities to be Transferred by any Initiating Unitholder shall be ratably reduced to the extent necessary to provide for such sales of Class B Membership Interest held Units by such Participating OffereeOfferees. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest Units to be sold to the prospective Transferee shall be determined based upon (i) the deemed fair market value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest Units and (ii) the resulting relative value values of the Sharing Percentage attributable Units assuming the Company is liquidated and the net proceeds are distributed to the Class B Membership Interestholders of Units in accordance with Section 8.02 of the LLC Agreement. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating MemberUnitholder, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership InterestsUnits, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests Units as described in the last sentence of Section 13.8(a). 5(a) of this Exhibit B. In connection with any such Transfer, (i) the representations and warranties of a Participating Offeree shall be limited to matters that relate specifically to such Participating Offeree such as due organization and authorization, no violation, title and ownership and investor status, and such Participating Offeree shall have no obligation to make representations and warranties as to the Company or other holders of Units; provided, however, that each Participating Offeree may be required to indemnify the Transferee on a several basis on terms no less favorable than the indemnification provided by the Initiating Unitholder to the Transferee, which such indemnification liability for all matters other than unit title and ownership shall not exceed the value of the consideration received by the Participating Offerees shall agree to the same terms and conditions as the Initiating MembersOfferee in connection with such Transfer. (c) The provisions of this Section 13.8 5 shall not apply to (i) other Permitted Transfers, (ii) any Transfer pursuant to or after a Company Public Offering and (iii) Exempt Transfers.

Tag Along. Subject to Section 13.8(c), no holder of Class A Membership Interest shall Transfer Class A Membership Interest to a third party without complying with the terms and conditions set forth in this Section 13.8, as applicable. (a) Any In the event, Seller wishes to Transfer all or a portion of the Class A Members Shares to a non-Affiliated third-party purchaser (eacha “Third-Party”), an “Initiating Member”) desiring Seller shall provide Purchaser with a notice, via facsimile, describing the proposed sale to Transfer more than fifty percent (50%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class B Member and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed TransferThird-Party Purchaser, including the name of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member (the “Participation Interest”) and the Sharing Percentage attributable theretoThird-Party, the purchase price proposed and the other material terms and conditions on which such Third-Party is willing to acquire the Shares (the “Sale Notice”), and Purchaser shall have the right, but not the obligation, to require Seller to include a pro rata portion of shares of EMG beneficially owned by Purchaser in such sale, on the same terms and conditions as apply to the Shares to be paid therefor and the payment terms and type of Transfer sold by Seller, by delivering written notice (a “Tag-Along Notice”) to be effectuated. Within Seller, via facsimile, within five (5) Business Days following after receiving the delivery Sale Notice, of its intent to exercise such right. The Tag-Along Notice shall specify the number of Initial Shares to be included in the proposed sale (the “Tag-Along Shares”). If Purchaser has not timely delivered the Tag-Along Notice, Seller shall be entitled to consummate the sale to the Third-Party on the terms described in the Sale Notice. In the event that the Third-Party is not willing to purchase all of the Participation Notice Shares offered by Seller and all of the Initiating Member to each Class B Member and to the CompanyTag-Along Shares, each Class B Member of Seller and Purchaser shall have the right, by notice in writing be entitled to the Initiating Member and to the Company, to elect to Transfer to the purchasers include in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount sale a pro rata portion of the Class B Membership Interest shares held or beneficially owned by it. (b) In the event Purchaser has timely delivered the Tag-Along Notice, if Seller is able to effect a sale of such Class B Member (each Class B Member making such electionshares which complies with Section 4.2(a) above, a “Participating Offeree”) as then Seller shall equal arrange for the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee Third-Party for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, shares to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration sold by Purchaser to be paid or delivered transferred directly to Purchaser upon delivery by the prospective Transferee in respect Purchaser of such Membership Interests as described appropriate documentation Transferring its interest in the last sentence of Section 13.8(a)Tag Along Shares. In All costs and expenses incurred by Seller and Purchaser in connection with any such Transfersale shall be borne by such Seller and Purchaser, the Participating Offerees shall agree to the same terms and conditions as the Initiating Membersrespectively. (c) The provisions of this Section 13.8 shall not apply to other Permitted Transfers.

Tag Along. Subject Upon the Managing Member receiving an offer acceptable to the Managing Member to sell Managing Member Transfer Interests to Bona Fide Purchaser, the Managing Member shall provide REIT Member and, if the Managing Member has not exercised the Drag-Along Right with respect to any Transfer described in Section 13.8(c20(c)(iii) above, each Non-Managing Member with written notice of its intent to effect such Transfer, and REIT Member and, as applicable, each such Non-Managing Member shall have the right (the “Tag- Along Right”), no holder exercisable by the delivery of Class A Membership Interest shall Transfer Class A Membership Interest written notice during the ten (10) day period (the “Tag-Along Option Period”) immediately following the date that such notice from the Managing Member is received by REIT Member and, as applicable, such Non-Managing Member, to a third party without complying require the Bona Fide Purchaser to purchase REIT Member’s or, as applicable, such Non-Managing Member’s share of REIT Member’s or, as applicable, such Non-Managing Member’s interests in the Company (such share of REIT Member’s or, as applicable, the Non- Managing Member’s interests, its “Tag Interests” and, together with the terms Drag Interests, collectively and conditions set forth generally, “Drag/Tag Interests”) proportionate to the share of the Managing Member’s interests in this Section 13.8the Company represented by the Managing Member Transfer Interests, in addition to the Managing Member Transfer Interests. If (i) REIT Member or any Non-Managing Member fails to exercise the Tag-Along Right during the Tag-Along Option Period, or (ii) REIT Member and/or any Non-Managing Member notifies the Managing Member in writing, during the Tag Along Option Period, that REIT Member or such Non-Managing Member, as applicable will not exercise the Tag-Along Right, then the Managing Member may sell the Managing Member Transfer Interests to the Bona Fide Purchaser free of REIT Member’s or such Non- Managing Member’s Tag-Along Right, as applicable. (a) Any of the Class A Members (each, an “Initiating Member”) desiring to Transfer more than fifty percent (50%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class B Member and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member (the “Participation Interest”) and the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Company, each Class B Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members. (c) The provisions of this Section 13.8 shall not apply to other Permitted Transfers.

Tag Along. Subject to Section 13.8(c), no holder of Class A Membership Interest shall Transfer Class A Membership Interest to a third party without complying with the terms and conditions set forth in this Section 13.8, as applicable. (a) Any of the Class A Members (each, an “Initiating Member”) desiring to Transfer more than fifty percent (50%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class B Member and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member (the “Participation Interest”) and the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Company, each Class B Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a) (for the avoidance of doubt, subject to Section 13.8(d)(ii) below). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members. (c) The provisions of this Section 13.8 shall not apply to other Permitted Transfers. (d) This Section 13.8(d) shall apply notwithstanding anything in Section 13.8(a) through (c) or Section 13.9 to the contrary. The rights and benefits of this Section 13.8 shall accrue to the Class C Members as if they were Class B Members for all purposes of this Section 13.8 only, provided, however, that (and Section 13.9 is deemed modified to the extent inconsistent with the following): (i) That fifty percent (50%) figure first described in Section 13.8(a) shall, for purposes of this Section 13.8(d), instead be twenty-five percent (25%), provided, however, that such figure shall further be reduced to 10% at such time as the Members (other than the Class C Members) have received total amounts in respect of their Membership Interests (including by way of distributions and by way of consideration received in exchange for Membership Interests) equal to the Class C Payout Threshold, including with respect to the transaction in which such event occurs, and provided further that the rights and benefits of this Section 13.8 shall not apply for any Member with respect to any Transfer by a Class A Member to any Affiliate of such Class A Member; (ii) the amount of Class B Membership Interest or Class C Membership Interest that may be Transferred by any Class B Member or Class C Member, as applicable to the purchasers in a proposed transfer described in Section 13.8(a) shall be that same proportion of all of such Class B Member’s Class B Membership Interests or such Class C Member’s Class C Membership Interests, as applicable, that the aggregate Participation Interest of all Class A Members bears to their aggregate Class A Membership Interests (but, with respect to a Class C Member, only to the extent the Class C Member’s Class C Membership Interests are then vested or would become vested in such proposed transfer, taking into account all prior transfers of Class A Membership Interests); (iii) notwithstanding anything in the last sentence of Section 13.8(a), in Section 13.9(d), or otherwise herein to the contrary, the consideration to be received by all selling Members in a sale described in Section 13.8(a) or Section 13.9 shall be allocated among the Class A Membership Interests, Class B Membership Interests, and Class C Membership Interests being sold in the same proportions as if the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Membership Interests being sold were distributed without any discounts or deductions in accordance with Section 5.4; (iv) notwithstanding anything in Section 13.8(a) or (b), or Section 13.9, to the contrary, with respect to any transaction described therein, (A) no Class B Member or Class C Member shall be required to provide any representations or warranties in connection with any Class B Membership Interests or Class C Membership Interests to be sold or otherwise other than representations, warranties relating to (i) such Member’s valid title to and ownership of the Membership Interests being sold, free and clear of all liens, claims and encumbrances (other than those arising under applicable securities laws, this Agreement and any Class C Award Agreement), (ii) such Member’s authority, power and right to enter into and consummate such transaction, (iii) the absence of any violation, default or acceleration of any agreement to which such Member is subject or by which its assets are bound as a result of such transaction, and (iv) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by such Member in connection with such transaction (and then only to the extent that the other selling Members are similarly obligated to provide similar representations, warranties and indemnities with respect to the Membership Interests which they are selling) (the representations described in clauses (i)-(iv) above are referred to as “Seller Fundamental Reps”), and (B); no Class B Member or Class C Member shall have joint liability with respect to any other Member, provided, however, that in the case of clauses (A) and (B) above, the Class B Members and Class C Members shall bear a pro rata amount (based on the ratio of the total proceeds received in such transaction by the Class B Member or Class C Member, as applicable, to the total proceeds received in such transaction by all selling Members) of all indemnity obligations applicable to such transaction (including all indemnity obligations relating to representations and warrantes made in respect of or regarding the Company, the Partnership or any of their Subsidiaries or any of such entities’ respective businesses or operations, but excluding any indemnity obligations relating to any breach of a Seller Fundamental Rep made by another Member), and provided further that the pro-rata indemnity obligation of a Class C Member as described in the foregoing proviso will not exceed the total proceeds received by the Class C Member in such transaction.

Tag Along. Subject to Section 13.8(c14.7(c), no holder of Class A Membership Interest shall Transfer Class A Membership Interest to a third party without complying with the terms and conditions set forth in this Section 13.814.7, as applicable. (a) Any of the Class A Members (each, an “Initiating Member”) desiring to Transfer more than fifty twenty-five percent (5025%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class B C Member and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member (the “Participation Interest”) and the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within ; provided, however, that within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B C Member and to the Company, each Class B C Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount of the Class B C Membership Interest owned by such Class B C Member (each Class B C Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B C Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B C Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B C Membership Interest. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a14.7(a) (for the avoidance of doubt, subject to Section 14.7(d)(ii) below). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members. (c) The provisions of this Section 13.8 14.7 shall not apply to other Permitted Transfers. (d) This Section 14.7(d) shall apply notwithstanding anything in Section 14.7(a) through (c) or Section 14.8 to the contrary; provided, however, that (and Section 14.8 is deemed modified to the extent inconsistent with the following): (i) the twenty-five percent (25%) figure first described in Section 14.7(a) shall, for purposes of this Section 14.7(d), be reduced to 10% at such time as the Members (other than the Class C Members) have received total amounts in respect of their Membership Interests (including by way of distributions and by way of consideration received in exchange for Membership Interests) equal to the Class C Payout Threshold, including with respect to the transaction in which such event occurs, and provided further that the rights and benefits of this Section 14.7 shall not apply for any Member with respect to any Transfer by a Class A Member to any Affiliate of such Class A Member; (ii) the amount of Class C Membership Interest that may be Transferred by any Class C Member to the purchasers in a proposed transfer described in Section 14.7(a) shall be that same proportion of all of such Class C Member’s Class C Membership Interests that the aggregate Participation Interest of all Class A Members bears to their aggregate Class A Membership Interests (but, only to the extent the Class C Member’s Class C Membership Interests are then vested or would become vested in such proposed transfer, taking into account all prior transfers of Class A Membership Interests); (iii) notwithstanding anything in the last sentence of Section 14.7(a), in Section 14.8(d), or otherwise herein to the contrary, the consideration to be received by all selling Members in a sale described in Section 14.7(a) or Section 14.8 shall be allocated among the Class A Membership Interests and Class C Membership Interests being sold in the same proportions as if the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Membership Interests being sold were distributed without any discounts or deductions in accordance with Section 5.4; (iv) notwithstanding anything in Section 14.7(a) or (b), or Section 14.8, to the contrary, with respect to any transaction described therein, (A) no Class C Member shall be required to provide any representations or warranties in connection with any Class C Membership Interests to be sold or otherwise other than representations, warranties relating to (i) such Member’s valid title to and ownership of the Membership Interests being sold, free and clear of all liens, claims and encumbrances (other than those arising under applicable securities laws, this Agreement and any Class C Award Agreement), (ii) such Member’s authority, power and right to enter into and consummate such transaction, (iii) the absence of any violation, default or acceleration of any agreement to which such Member is subject or by which its assets are bound as a result of such transaction, and (iv) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by such Member in connection with such transaction (and then only to the extent that the other selling Members are similarly obligated to provide similar representations, warranties and indemnities with respect to the Membership Interests which they are selling) (the representations described in clauses (i)-(iv) above are referred to as “Seller Fundamental Reps”), and (B); no Class C Member shall have joint liability with respect to any other Member, provided, however, that in the case of clauses (A) and (B) above, the Class C Members shall bear a pro rata amount (based on the ratio of the total proceeds received in such transaction by the Class C Member to the total proceeds received in such transaction by all selling Members) of all indemnity obligations applicable to such transaction (including all indemnity obligations relating to representations and warranties made in respect of or regarding the Company, the Partnership or any of their Subsidiaries or any of such entities’ respective businesses or operations, but excluding any indemnity obligations relating to any breach of a Seller Fundamental Rep made by another Member), and provided further that the pro-rata indemnity obligation of a Class C Member as described in the foregoing proviso will not exceed the total proceeds received by the Class C Member in such transaction.

Tag Along. Subject to Section 13.8(c)5(c) of this Exhibit B, no holder of Class A Membership Interest Units shall Transfer Class A Membership Interest Units to a third party without complying with the terms and conditions set forth in this Section 13.85, as applicable. (a) Any of the Class A Members Sponsor Holders (eachcollectively, an the “Initiating MemberUnitholder”) desiring to Transfer more than fifty percent (50%) of the total Class A Membership Interest Units held by the Sponsor Holders in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each holder of Class B Member Units and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective Transferee, the amount number of the Class A Membership Interest Units proposed to be Transferred by the Initiating Member (the “Participation InterestSecurities”) and by the Sharing Percentage attributable theretoInitiating Unitholder, the purchase price per Unit proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member Unitholder to each holder of Class B Member Units and to the Company, each holder of Class B Member Units shall have the right, by notice in writing to the Initiating Member Unitholder and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating MemberUnitholder) up to the amount that number of the Class B Membership Interest Units owned by such holder of Class B Member Units (each holder of Class B Member Units making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount number of Class A Membership Interest B Units owned by such Participating Offeree as of the date of such proposed to be transferred by the Initiating Members Transfer and the denominator of which is the aggregate Sharing Percentage attributable to the number of outstanding Class A Membership Interest Units and Class B Units owned as of the date of such Participation Notice by the each Initiating Members Unitholder and by all Participating Offerees, multiplied by (y) the aggregate Sharing Percentage attributable number of Participation Securities. The amount of Participation Securities to be Transferred by any Initiating Unitholder shall be ratably reduced to the extent necessary to provide for such sales of Class B Membership Interest held Units by such Participating OffereeOfferees. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest Units to be sold to the prospective Transferee shall be determined based upon (i) the deemed fair market value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest Units and (ii) the resulting relative value values of the Sharing Percentage attributable Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the Class B Membership Interestholders of Units in accordance with Section 8.02. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating MemberUnitholder, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership InterestsUnits, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests Units as described in the last sentence of Section 13.8(a). 5(a) of this Exhibit B. In connection with any such Transfer, (i) the representations and warranties of a Participating Offeree shall be limited to matters that relate specifically to such Participating Offeree such as due organization and authorization, no violation, title and ownership and investor status, and such Participating Offeree shall have no obligation to make representations and warranties as to the Company or other holders of Units; provided, however, that each Participating Offeree may be required to indemnify the Transferee on a several basis on terms no less favorable than the indemnification provided by the Initiating Unitholder to the Transferee, which such indemnification liability for all matters other than unit title and ownership shall not exceed the value of the consideration received by the Participating Offerees shall agree to the same terms and conditions as the Initiating MembersOfferee in connection with such Transfer. (c) The provisions of this Section 13.8 5 shall not apply to (i) other Permitted Transfers, (ii) any Transfer pursuant to or after a Company Public Offering and (iii) Exempt Transfers.

Tag Along. Subject If a Management Shareholder (a “Selling Shareholder”) elects to sell his Restricted Shares to any Person (other than to Related Parties as expressly permitted by Section 13.8(c2), no holder of Class A Membership Interest the Selling Shareholder shall Transfer Class A Membership Interest to a third party without complying with the terms and conditions set forth in this Section 13.8, as applicable. (a) Any of the Class A Members (each, an “Initiating Member”) desiring to Transfer more than fifty percent (50%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior first provide written notice of such intended Transfer to each Class B Member and to the Company. Such notice (the a “Participation Sales Notice”) shall set forth to the terms and conditions of such proposed Transfer, including the name Investor of the prospective TransfereeSelling Shareholder’s intent to sell such shares, which notice shall include the price per share and terms of payment. Investor may require some or all of its Conversion Shares, Purchase Shares, Warrant Shares and any other Common Stock owned by the Investor (collectively, the amount of “Investor Shares”; and such shares as so required by the Class A Membership Interest proposed Investor to be Transferred by the Initiating Member (sold pursuant to this Section, the “Participation InterestTag Along Shares”) and the Sharing Percentage attributable thereto, the purchase price proposed to also be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Company, each Class B Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers sold in such proposed Transfer (upon transaction on the same terms and conditions as the Initiating Member) up Selling Shareholder is to receive. The Investor shall exercise its rights to sell under this Section by giving written notice to the amount of Selling Shareholder within fifteen (15) Business Days after receiving the Class B Membership Interest owned by Sales Notice from the Selling Shareholder. If the purchaser in such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which transaction is unwilling to increase the aggregate Sharing Percentage attributable purchase price payable in such transaction to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee pay for the Sharing Percentage attributable to Tag Along Shares that the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, Investor requires to be sold, free the original aggregate purchase price shall be allocated between the Selling Shareholder and clear the Investor pro rata based on the number of all Claims shares the Selling Shareholder elected to sell in his Sales Notice and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration number of Tag Along Shares that the Investor requires to be paid or delivered by sold. No Management Shareholder may accept any offer from a third party without giving prior notice to such third party of the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members. (c) The provisions of this Section. For purposes hereof, the Investor shall be entitled to include as Investor Shares any amount of Conversion Shares and Warrant Shares that may be acquired upon the conversion of the Convertible Note and the exercise of the Warrants, regardless of whether the Investor has actually converted such Convertible Note or exercised such Warrants or notified the Company of its intention to do so at the time of the Sales Notice and regardless of whether the Investor has the right to exercise the Warrants at the time of the Sales Notice because the Third Anniversary Date has not yet then occurred, in which case, Apollo shall permit the Investor’s exercise of the Warrants in an amount sufficient to allow the Investor to exercise its rights pursuant to this Section 13.8 shall not apply 3 with respect to other Permitted Transfersthe Warrant Shares.