Common use of Tag Along Clause in Contracts

Tag Along. Subject to Section 5(c) of this Exhibit B, no holder of Class A Units shall Transfer Class A Units to a third party without complying with the terms and conditions set forth in this Section 5, as applicable. (a) Any of the Sponsor Holders (collectively, the “Initiating Unitholder”) desiring to Transfer more than fifty percent (50%) of the Class A 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 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 number of Class A Units proposed to be Transferred (the “Participation Securities”) by the Initiating 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 Unitholder to each holder of Class B Units and to the Company, each holder of Class B Units shall have the right, by notice in writing to the Initiating 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 Unitholder) up to that number of Class B Units owned by such holder of Class B Units (each holder of Class B Units making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the number of Class B Units owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of outstanding Class A Units and Class B Units owned as of the date of such Participation Notice by each Initiating Unitholder and by all Participating Offerees, multiplied by (y) the 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 Units by Participating Offerees. The consideration to be received by the Participating Offerees in respect of the Class B 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 Class A Units and (ii) the resulting relative values of the Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the holders 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 Unitholder, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Units, 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 Units as described in the last sentence of Section 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 Offeree in connection with such Transfer. (c) The provisions of this Section 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 5(c) of this Exhibit B, no holder of Class A Units shall Transfer Class A Units to a third party without complying with the terms and conditions set forth in this Section 5, as applicable. (a) Any of the Sponsor Holders (collectively, the “Initiating Unitholder”) desiring to Transfer more than fifty percent (50%) of the Class A 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 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 number of Class A Units proposed to be Transferred (the “Participation Securities”) by the Initiating 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 Unitholder to each holder of Class B Units and to the Company, each holder of Class B Units shall have the right, by notice in writing to the Initiating 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 Unitholder) up to that number of Class B Units owned by such holder of Class B Units (each holder of Class B Units making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the number of Class B Units owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of outstanding Class A Units and Class B Units owned as of the date of such Participation Notice by each Initiating Unitholder and by all Participating Offerees, multiplied by (y) the 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 Units by Participating Offerees. The consideration to be received by the Participating Offerees in respect of the Class B 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 Class A Units and (ii) the resulting relative values of the Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the holders of Units in accordance with Section 8.028.02 of the LLC Agreement. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Unitholder, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Units, 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 Units as described in the last sentence of Section 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 Offeree in connection with such Transfer. (c) The provisions of this Section 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 4.1. Without derogating from Section ‎3 above, at any time, and from time to Section 5(c) time after the date of this Exhibit Bthe Kardan Closing, no holder of Class A Units shall if any Selling Party wishes to Transfer Class A Units any Offered Shares (including pursuant to a registration statement), other than in a Public Sale, and if, to the extent applicable, the Offeree declines to purchase the Offered Shares in their entirety upon the terms specified in the Offer, or shall have not notified the Selling Party in writing of its agreement to purchase the Offered Shares in their entirety within the applicable acceptance periods mentioned in Section ‎3.2, a Selling Party who wishes to Transfer Ordinary Shares to a proposed third party without complying with the terms and conditions set forth in this Section 5, as applicable. (a) Any of the Sponsor Holders (collectively, the “Initiating Unitholder”) desiring to Transfer more than fifty percent (50%) of the Class A 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 Units and to the Company. Such notice purchaser (the “Participation NoticeProposed Purchaser”), shall send each other Shareholder that holds at least 2% of the issued and outstanding share capital of the Company at such time (each, a “Tag Along Shareholder”) a written notice in which the Selling Party shall set forth specify the terms and conditions of such proposed Transfer, including following information (the name of the prospective Transferee, “Tag Along Offer”): (i) the number of Class A Units proposed shares that the Selling Party proposes to be Transferred Transfer (the “Participation SecuritiesTag Along Shares”); and (ii) by the Initiating Unitholderprice that the Selling Party will receive in respect of the Tag Along Shares, the purchase price per Unit proposed to which shall be paid therefor stated in cash, and the requested terms of payment terms and type of Transfer to be effectuated. Within five thereof; (5iii) Business Days following the delivery proposed date for sale of the Participation Notice Tag Along Shares; and (iv) the identity of the proposed third party purchaser and, if known, any persons controlling such proposed purchaser. For the purpose of this Section ‎4 any Permitted Transferees of the Selling Party, which are or become the beneficial owners of Ordinary Shares shall not be deemed a Tag Along Shareholder in a Transfer by the Initiating Unitholder to each holder of Class B Units and to the Company, each holder of Class B Units such Selling Party. 4.2. Each Tag Along Shareholder shall have the rightright to notify the Selling Party in writing, by notice within seven (7) business days after it is informed of the Tag Along Offer, of its intention to exercise its tag along right pursuant to this Section ‎4 (the “Tag Along Exercise Notice”), in writing an amount of Ordinary Shares of up to the Initiating Unitholder Tag Along Shareholder’s Pro-Rata Portion (as defined below), as the Tag Along Shareholder shall specify in the Tag Along Exercise Notice, and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon on the same terms and conditions to the Tag Along Shareholder as set forth in the Initiating Unitholder) up to that Tag Along Offer. 4.3. A Tag Along Shareholder’s ”Pro-Rata Portion” shall mean the number of Class B Units owned Tag Along Shares multiplied by such holder of Class B Units (each holder of Class B Units making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, (i) the numerator of which is shall be the number of Class B Units owned Ordinary Shares held by such Participating Offeree as of the date of such proposed Transfer Tag Along Shareholder and (ii) the denominator of which shall be the total number of Ordinary Shares held by all Tag Along Shareholders as of such date, plus the total number of Ordinary Shares held by such Selling Party as of such date, and if Xxxxx or any of its affiliates is the aggregate Selling Party, then also plus the total number of outstanding Class A Units and Class B Units owned Ordinary Shares held by any other shareholder of the Company that has tag along rights against Xxxxx or such affiliate thereof with respect to such Tag Along Offer. 4.4. Notwithstanding the foregoing, as long as the Agreement, dated as of October 5, 2006 among Del-Ta Engineering Equipment Ltd. ("Del-Ta"), Xxxxx Xxxxx ("Rivel") and Kardan (the date of such Participation Notice by each Initiating Unitholder and by all Participating Offerees“Existing Tag Along Agreement”) is in effect with respect to Kardan, multiplied by then (yi) if the Selling Party is Kardan, then the number of Participation Securities. The Tag Along Shares for the purpose of this Section ‎4 shall be equal to the number of shares that the Selling Party proposes to Transfer minus the amount of Participation Securities Ordinary Shares that Del-Ta elected to sell by joining such Transfer under Section 2 of the Existing Tag Along Agreement and the Tag Along Offer shall be provided hereunder promptly after the expiration of the period for exercise of the tag along rights under the Existing Tag Along Agreement; and (ii) at the first instance upon which Kardan is entitled to terminate the Existing Tag Along Agreement, Kardan shall take the necessary action to timely terminate such Existing Tag Along Agreement and inform Xxxxx of such termination. 4.5. In the event that any Tag Along Shareholder exercises its right hereunder, the Selling Party shall use commercially reasonable efforts to cause the Proposed Purchaser to add such number of Ordinary Shares indicated in the Tag Along Exercise Notice(s), in addition to the Tag Along Shares to be Transferred purchased by any Initiating Unitholder the Proposed Purchaser from the Selling Party, as part of the sale agreement; or, in the event that the Proposed Purchaser declines to purchase the total number of Ordinary Shares that the parties wish to sell, then the number of Tag Along Shares proposed to be sold by the Selling Party shall be ratably accordingly reduced to the extent necessary to provide for such sales of Class B Units by Participating Offerees. The consideration to be received the Transfer by the Participating Offerees Tag Along Shareholder(s) of its/their Ordinary Shares as indicated in its/their Tag Along Exercise Notice(s); provided however, that a Tag-Along Shareholder exercising its tag along right pursuant to this Section ‎4 in respect of less than its Pro-Rata Portion shall sell such lower amount, with the Class B Units balance thereof to be sold to allocated pro-rata among the prospective Transferee shall be determined based upon other Tag-Along Shareholder(s) and the Selling Party. 4.6. To the extent the Tag Along Shareholder exercised its right under this Section ‎4, (i) its Transfer of Ordinary Shares to the deemed fair market value of Proposed Purchaser shall be made on the Company implied by same terms and conditions to the price to be paid by Tag Along Shareholder as those on which the prospective Transferee for the Class A Units Selling Party is transferring its Tag Along Shares, and (ii) such Tag Along Shareholder shall promptly execute the resulting relative values same documents and instruments that are executed by Selling Party and that were provided as part of the Class A Units and Class B Units assuming Tag Along Offer. 4.7. In the Company is liquidated and event the net proceeds are distributed transactions contemplated by a Tag Along Offer shall not be consummated by the Selling Party for any reason, the Tag Along Shareholder(s) shall not be required to sell any Ordinary Shares to the holders Proposed Purchaser. The Selling Party shall have sole discretion in deciding whether or not to consummate the transaction contemplated by the Tag Along Offer (regardless of Units in accordance with Section 8.02. (b) At the closing exercise by the Tag Along Shareholder of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Unitholder, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Units, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsedits rights), and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Units as described in the last sentence of Section 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 liability towards the Tag Along Shareholders if such transactions are not consummated. 4.8. In the event that the Selling Party proposes 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 effect a several basis Transfer on terms no and conditions less favorable than as set forth in the indemnification provided Tag Along Offer or in the event that the transaction thereunder is not consummated within 90 days after the lapse of the 7 business-day period set forth in Section ‎4.2 above, then the Selling Party shall not proceed with any Transfer without the Selling Party again complying with the terms and conditions of this Section ‎4. 4.9. The proceeds of any Transfer made by a Selling Party not in compliance with the provisions of this Section ‎4 shall be deemed to be held by the Initiating Unitholder to the Transferee, which such indemnification liability Selling Party in constructive trust for all matters other than unit title and ownership shall not exceed the value each of the consideration received by the Participating Offeree Tag-Along Shareholder(s) in connection with an amount representing each such TransferTag-Along Shareholder(s) Pro Rata Portion. (c) 4.10. The provisions of this Section 5 ‎4 shall not apply to Transfers pursuant to: Sections ‎5 (i) other Permitted Transfers) or ‎6 (Bring Along), a transaction for the sale of all of the Company’s issued share capital (iihowever structured) any Transfer pursuant or a tender offer for less than all of the Company’s issued share capital if and to or after the extent that Xxxxx xxxxx Shares in such tender offer and, with respect to Kardan, with respect to its sale of Shares on a Company Public Offering and (iii) Exempt Transferspro rata basis with Xxxxx.

Tag Along. Subject 3.1. Notwithstanding Section 2 above, in the event that a party hereto (the "TAG ALONG SHAREHOLDER") has not acquired the Offered Shares pursuant to Section 5(c) 2 above, it shall have the right to notify the Selling Party, within 3 business days after it has been informed of this Exhibit Bthe identity of the proposed purchaser (the "PROPOSED PURCHASER"), no holder of Class A Units shall Transfer Class A Units its intention to a third party without complying with the terms and conditions set forth in exercise its Tag Along Right pursuant to this Section 5, as applicable. (a) Any of the Sponsor Holders (collectively"TAG ALONG NOTICE"). Following the Tag Along Notice, the “Initiating Unitholder”) desiring Tag Along Shareholder shall add to Transfer more than fifty percent (50%) the securities being sold by the Selling Party to the Proposed Purchaser that number of securities which bears the Class A Units same ratio to the total number of Ordinary Shares held by the Sponsor Holders in a single transaction or a series of similar transactionsTag Along Shareholder, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each holder of Class B Units and to as 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, ratio that the number of Class A Units proposed to be Transferred (the “Participation Securities”) by the Initiating 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 Unitholder to each holder of Class B Units and Offered Shares bears to the CompanySelling Party's total number of Ordinary Shares, each holder of Class B Units shall have the right, by notice in writing to the Initiating Unitholder and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions under which the Selling Party's securities shall be sold. 3.2. In the event that the Tag Along Shareholder exercises its right hereunder, the Selling Party must cause the Proposed Purchaser to add such securities to the Offered Shares to be purchased by the Proposed Purchaser, as part of the Initiating Unitholder) up sale agreement or, in the event that the Proposed Purchaser declines to that purchase the total number of Class B Units owned by such holder of Class B Units (each holder of Class B Units making such election, a “Participating Offeree”) as shall equal shares that the product of (x) a fractionparties wish to sell, the numerator of which is Selling Party shall reduce the number of Class B Units owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of outstanding Class A Units and Class B Units owned as of the date of such Participation Notice by each Initiating Unitholder and by all Participating Offerees, multiplied by (y) the number of Participation Securities. The amount of Participation Securities securities that it proposes to be Transferred by any Initiating Unitholder shall be ratably reduced sell to the extent necessary to provide for such sales of Class B Units by Participating Offerees. The consideration to be received by Proposed Purchaser (in which case, all Shareholders participating in the Participating Offerees in respect of the Class B Units to be sold sale to the prospective Transferee Proposed Purchaser shall be determined based upon (i) contribute the deemed fair market value identical portion of securities relative to their total holdings of Ordinary Shares), and either conclude the Company implied by the price to be paid by the prospective Transferee for the Class A Units and (ii) the resulting relative values of the Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the holders of Units transaction in accordance with Section 8.02such revised structure or withdraw from completing the transaction. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Unitholder, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Units, 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 Units as described in the last sentence of Section 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 Offeree in connection with such Transfer. (c) The provisions of this Section 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 After the Outside Date, if any Shareholder (the “Selling Party”) receives a bona fide written offer (the “Third Party Offer”) to Section 5(cpurchase all or any of the Shares then held by the Selling Party, then, prior to the acceptance of the Third Party Offer, the Selling Party shall notify all of the other Shareholders (the “Remaining Shareholders”) of this Exhibit Bsuch proposed sale and the terms of such proposed sale and the Selling Party shall obtain from the party making the Third Party Offer (the “Third Party”) a bona fide offer (the “Tag-Along Offer”) addressed to each of the Remaining Shareholders, no holder of Class A Units shall Transfer Class A Units to a third party without complying with the on terms and conditions set forth at least as favourable as those contained in this Section 5the Third Party Offer, to purchase from each Remaining Shareholder: (i) that number of Shares that is the same portion of the total number of Shares which the Remaining Shareholder holds, as applicable. (a) Any the number of Shares proposed to be sold by the Sponsor Holders (collectively, Selling Party pursuant to the “Initiating Unitholder”) desiring Third Party Offer bears to Transfer more than fifty percent (50%) the total number of the Class A Units Shares then held by the Sponsor Holders in Selling Party, or (ii) if the Third Party Offer relates to a single transaction or a series limited number of similar transactionsShares only, shall give not less than ten (10) Business Days prior written notice such limited number of such intended Transfer to each holder Shares multiplied by the quotient of Class B Units and X/Y, where X is equal to the Company. Such notice (total number of Shares then held by the “Participation Notice”) shall set forth Remaining Shareholder and Y is equal to the terms and conditions of such proposed Transfer, including the name sum of the prospective Transfereelimited number of Shares to which the Third Party Offer relates plus the number of Shares that all Remaining Shareholders desiring to participate in the proposed sale hold and, in the case of a sale of Shares by any Remaining Shareholder(s) under this Section 6.5, the number of Class A Units proposed Shares to be Transferred (the “Participation Securities”) sold by the Initiating Unitholder, the purchase price per Unit proposed Selling Party shall be reduced in order 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 Unitholder to each holder of Class B Units and to the Company, each holder of Class B Units shall have the right, by notice in writing to the Initiating 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 Unitholder) up to that number of Class B Units owned by such holder of Class B Units (each holder of Class B Units making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is accommodate the number of Class B Units owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of outstanding Class A Units and Class B Units owned as of the date of such Participation Notice by each Initiating Unitholder and by all Participating Offerees, multiplied by (y) the 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 Units by Participating Offerees. The consideration to be received by the Participating Offerees in respect of the Class B Units Shares to be sold by the Remaining Shareholder(s). Redacted: Commercially sensitive - 12 - information The Selling Party shall deliver the Tag-Along Offer to the prospective Transferee Remaining Shareholders, together with a copy of the Third Party Offer. The Tag-Along Offer shall be determined based upon irrevocable and shall be open for acceptance by the Remaining Shareholders for thirty (i30) days after the deemed fair market value delivery thereof to the last of the Company implied by Remaining Shareholders. If, within such thirty (30) day period, a Remaining Shareholder does not provide the Selling Party with notice of such Remaining Shareholder’s intent to accept or reject the Tag-Along Offer, such Remaining Shareholder shall be deemed to have rejected the Tag-Along Offer. The price to be paid by the prospective Transferee per share for the Class A Units and (ii) the resulting relative values of the Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the holders of Units in accordance with Section 8.02. (b) At the closing of any proposed Transfer Shares in respect of which a Participation Notice has been delivered, the Initiating Unitholder, together with all Participating Offerees, as the case may be, shall deliver tag-along right under this Section 6.5 is exercised will be equal to the proposed Transferee certificates evidencing the Units, 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 Units as described price per Share set out in the last sentence of Section 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 Offeree in connection with such TransferThird Party Offer. (c) The provisions of this Section 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 4.1. Without derogating from Section ‎3 above, at any time, and from time to Section 5(c) time after the date hereof, if any Selling Party (which term, for the purpose of this Exhibit B, no holder Section ‎4 shall include also Xxxxx and its affiliates which are or become the beneficial owners of Class A Units shall any Shares) wishes to Transfer Class A Units any Offered Shares to a proposed third party without complying with the terms and conditions set forth in this Section 5, as applicable. (a) Any of the Sponsor Holders (collectively, the “Initiating Unitholder”) desiring to Transfer more than fifty percent (50%) of the Class A 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 Units and to the Company. Such notice purchaser (the “Participation NoticeProposed Purchaser”), other than in a Public Sale (provided that a Transfer pursuant to a registration statement shall not be deemed to be a Public Sale and shall be subject to this Section ‎4), and if, to the extent applicable, the Offeree declines to purchase the Offered Shares in their entirety upon the terms specified in the Offer, or shall have not notified the Selling Party in writing of their agreement to purchase the Offered Shares within the applicable acceptance periods mentioned in Section ‎3.2, then it shall send to each other Shareholder that holds at least 2% of the issued and outstanding share capital of the Company at such time (each, a “Tag Along Shareholder”) a written notice in which the Selling Party shall set forth specify the terms and conditions of such proposed Transfer, including following information (the name of the prospective Transferee, “Tag Along Offer”): (i) the number of Class A Units proposed shares that the Selling Party proposes to be Transferred Transfer (the “Participation SecuritiesTag Along Shares”); and (ii) by the Initiating Unitholderprice that the Selling Party will receive in respect of the Tag Along Shares, the purchase price per Unit proposed to which shall be paid therefor stated in cash, and the requested terms of payment terms and type of Transfer to be effectuated. Within five thereof; (5iii) Business Days following the delivery proposed date for sale of the Participation Notice Tag Along Shares; and (iv) the identity of the proposed third party purchaser and any persons controlling such proposed purchaser. For the purpose of this Section ‎4 any Permitted Transferees of the Selling Party, which are or become the beneficial owners of Ordinary Shares shall not be deemed a Tag Along Shareholder in a Transfer by the Initiating Unitholder to each holder of Class B Units and to the Company, each holder of Class B Units such Selling Party. 4.2. Each Tag Along Shareholder shall have the rightright to notify the Selling Party in writing, by notice within seven (7) business days after it is informed of the Tag Along Offer, of its decision to exercise its tag along right pursuant to this Section ‎4 (the “Tag Along Exercise Notice”), in writing an amount of Ordinary Shares of up to the Initiating Unitholder Tag Along Shareholder’s Pro-Rata Portion (as defined below), as the Tag Along Shareholder shall specify in the Tag Along Exercise Notice, and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon on the same terms and conditions to the Tag Along Shareholder as set forth in the Initiating Unitholder) up to that Tag Along Offer. 4.3. A Tag Along Shareholder’s ”Pro-Rata Portion” shall mean the number of Class B Units owned Tag Along Shares multiplied by such holder of Class B Units (each holder of Class B Units making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, (i) the numerator of which is shall be the number of Class B Units owned Ordinary Shares held by such Participating Offeree as of the date of such proposed Transfer Tag Along Shareholder and (ii) the denominator of which shall be the total number of Ordinary Shares held by all Tag Along Shareholders as of such date, plus the total number of Ordinary Shares held by such Selling Party as of such date, plus if Xxxxx or its affiliates is the aggregate Selling Party, the total number of outstanding Class A Units Ordinary Shares held by any other shareholder of the Company that has tag along rights with respect to such Tag Along Offer. 4.4. Rivel represents and Class B Units owned warrants that as of Rivel Closing, the date Agreement, dated as of October 5, 2006 among Del-Ta, Rivel and Kardan (the “Existing Tag Along Agreement”) is no longer in effect with respect to Rivel. 4.5. In the event that any Tag Along Shareholder exercises its right hereunder, the Selling Party shall use commercially reasonable efforts to cause the Proposed Purchaser to add such Participation Notice number of Ordinary Shares indicated in the Tag Along Exercise Notice(s), in addition to the Tag Along Shares to be purchased by each Initiating Unitholder and by all Participating Offereesthe Proposed Purchaser from the Selling Party, multiplied by (y) as part of the sale agreement; or, in the event that the Proposed Purchaser declines to purchase the total number of Ordinary Shares that the parties wish to sell, then the number of Participation Securities. The amount of Participation Securities Tag Along Shares proposed to be Transferred sold by any Initiating Unitholder the Selling Party shall be ratably accordingly reduced to the extent necessary to provide for such sales of Class B Units by Participating Offerees. The consideration to be received the Transfer by the Participating Offerees Tag Along Shareholder(s) of its/their Ordinary Shares as indicated in its/their Tag Along Exercise Notice(s); provided however, that a Tag-Along Shareholder exercising its tag along right pursuant to this Section ‎4 in respect of less than its Pro-Rata Portion shall sell such lower amount, with the Class B Units balance thereof to be sold to allocated pro-rata among the prospective Transferee shall be determined based upon other Tag-Along Shareholder(s) and the Selling Party. 4.6. To the extent the Tag Along Shareholder exercised its right under this Section‎4, (i) its Transfer of Ordinary Shares to the deemed fair market value of Proposed Purchaser shall be made on the Company implied by same terms and conditions to the price to be paid by Tag Along Shareholder as those on which the prospective Transferee for the Class A Units Selling Party is transferring its Tag Along Shares, and (ii) such Tag Along Shareholder shall promptly execute all documents and instruments that are required by the resulting relative values Proposed Purchaser. 4.7. In the event the transactions contemplated by a Tag Along Offer shall not be consummated by the Selling Party for any reason, the Tag Along Shareholder(s) shall not be required to sell any Ordinary Shares to the Proposed Purchaser. The Selling Party shall have sole discretion in deciding whether or not to consummate the transaction contemplated by the Tag Along Offer (regardless of the Class A Units and Class B Units assuming exercise by the Company is liquidated and the net proceeds are distributed to the holders Tag Along Shareholder 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 Unitholder, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Units, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsedits rights), and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Units as described in the last sentence of Section 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 liability towards the Tag Along Shareholders if such transactions are not consummated. 4.8. In the event that the Selling Party proposes 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 effect a several basis Transfer on terms no and conditions less favorable than as set forth in the indemnification provided by Tag Along Offer or in the Initiating Unitholder to event that the Transfereetransaction thereunder is not consummated within 90 days after the lapse of the 7 business-day period set forth in Section ‎4.2 above, which such indemnification liability for all matters other than unit title and ownership then the Selling Party shall not exceed proceed with any Transfer without the value Selling Party again complying with the terms and conditions of the consideration received by the Participating Offeree in connection with such Transferthis Section ‎4. (c) 4.9. The proceeds of any Transfer made by a Selling Party not in compliance with the provisions of this Section 5 ‎4 shall not apply be deemed to (ibe held by the Selling Party in constructive trust for each of the Tag-Along Shareholder(s) other Permitted Transfers, (iiin an amount representing each such Tag-Along Shareholder(s) any Transfer pursuant to or after a Company Public Offering and (iii) Exempt TransfersPro Rata Portion.

Tag Along. Subject 2.1. If any Shareholder wishes to Section 5(c) sell or otherwise transfer any or all of this Exhibit B, no holder of Class A Units shall Transfer Class A Units to a third party without complying with such Shareholder’s shares in the terms and conditions set forth in this Section 5, as applicable. Company (a) Any of the Sponsor Holders (collectively, the “Initiating UnitholderSelling Party”) desiring to Transfer more than fifty percent (50%) of ), then if the Class A Units held by Selling Party is a Founder he/they shall send the Sponsor Holders in a single transaction or a series of similar transactionsInvestor, and if the Investor is the Selling Party it shall give not less than ten (10) Business Days prior send the Founders, written notice of such intended Transfer to each holder of Class B Units and to the Company. Such notice (the “Participation Sale Notice”) in which the Selling Party shall set forth specify the terms and conditions of such proposed Transfer, including the name of the prospective Transferee, following information: (i) the number of Class A Units proposed Company shares that the Selling Party proposes to be Transferred sell or transfer (the “Participation SecuritiesOffered Shares”); (ii) the price that the Selling Party intends to receive in respect of the Offered Shares, which shall be stated in cash, and the terms of payment thereof; and (iii) the identity of the proposed purchaser of the Offered Shares (the “Proposed Purchaser”). The Shareholder receiving the Sale Notice (the “Tag Along Shareholder”) by the Initiating 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 Unitholder to each holder of Class B Units and to the Company, each holder of Class B Units shall have the rightright to notify the Selling Party, by notice in writing within 3 business days after it has received the Sale Notice, of its intention to exercise its Tag Along Right pursuant to this Section (the “Tag Along Notice”). Following the Tag Along Notice, the Tag Along Shareholder shall add to the Initiating Unitholder and securities being sold by the Selling Party to the Company, to elect to Transfer Proposed Purchaser that number of securities which bears the same ratio to the purchasers in total number of Ordinary Shares held by the Tag Along Shareholder, as the ratio that the number of Offered Shares bears to the Selling Party’s total number of Ordinary Shares, and such proposed Transfer (shares shall be sold upon the same terms and conditions as under which the Initiating Unitholder) up to Selling Party’s securities are sold, provided however that number for the purpose of Class B Units owned by calculating such holder of Class B Units (each holder of Class B Units making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the number of Class B Units owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is ratio the aggregate number of outstanding Class A Units and Class B Units owned as shares, the sale of which covers the exercise price of the date options exercised by the Founders, shall be ignored. 2.2. In the event that the Tag Along Shareholder exercises its right hereunder, the Selling Party must cause the Proposed Purchaser to add such securities to the Offered Shares to be purchased by the Proposed Purchaser, as part of such Participation Notice by each Initiating Unitholder and by all Participating Offereesthe sale agreement or, multiplied by (y) in the event that the Proposed Purchaser declines to purchase the total number of shares that the parties wish to sell, the Selling Party shall reduce the number of Participation Securities. The amount of Participation Securities securities that it proposes to be Transferred by any Initiating Unitholder shall be ratably reduced sell to the extent necessary to provide for such sales of Class B Units by Participating Offerees. The consideration to be received by Proposed Purchaser (in which case, all shareholders participating in the Participating Offerees in respect of the Class B Units to be sold sale to the prospective Transferee Proposed Purchaser shall be determined based upon (i) contribute the deemed fair market value identical portion of shares relative to their total holdings of Ordinary Shares), and either complete the Company implied by the price to be paid by the prospective Transferee for the Class A Units and (ii) the resulting relative values of the Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the holders of Units transaction in accordance with Section 8.02such revised structure or withdraw from completing the transaction. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Unitholder, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Units, 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 Units as described in the last sentence of Section 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 Offeree in connection with such Transfer. (c) The provisions of this Section 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 3.1. Without derogating from Section 2 above, if the Offeree(s) decline(s) to purchase the Offered Shares in their entirety upon the terms specified in the Offer or do(es) not respond to the Offer within the 3 business-days period mentioned in Section 5(c2.3, a Selling Party who wishes to Transfer a block of Ordinary Shares that represents in the aggregate 5% (five percent) or more of the issued and outstanding share capital of the Company on the date of the Tag Along Offer (as defined below) to a proposed third party purchaser (the “Proposed Purchaser”), shall send the other Shareholder(s) (each, a “Tag Along Shareholder”) a written notice in which the Selling Party shall specify the following information (the “Tag Along Offer”): (i) the number of shares that the Selling Party proposes to sell or transfer (the “Tag Along Shares”); and (ii) the price that the Selling Party will receive in respect of the Tag Along Shares, which shall be stated in cash, and the requested terms of payment thereof; (iii) the proposed date for sale of the Tag Along Shares; and (iv) the identity of the proposed third party purchaser. For the purpose of this Section 3, (i) a proposed Transfer of Ordinary Shares to any person or group of persons (other than to Permitted Transferees) of an aggregate of 5% (five percent) or more of the issued and outstanding share capital of the Company during any six months period shall be subject to this Exhibit BSection; (ii) unless expressly stated otherwise, no holder of Class A Units shall Transfer Class A Units to a third party without complying with the terms and conditions set forth any reference in this Section 5to “Shareholder” shall also include its Permitted Transferees which become the holders or owners of Ordinary Shares, as applicablewhether directly or beneficially following a Permitted Transfer, and (iv) any Permitted Transferees of the Selling Party, which are or become the holders or owners of Ordinary Shares, whether directly or beneficially, shall not be deemed a Tag Along Shareholder in a Transfer by such Selling Party. 3.2. Each Tag Along Shareholder shall have the right to notify the Selling Party in writing, within three (a3) Any business days after it is informed of the Sponsor Holders (collectively, the “Initiating Unitholder”) desiring Tag Along Offer of its intention to Transfer more than fifty percent (50%) of the Class A 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 exercise its tag along right pursuant to each holder of Class B Units and to the Company. Such notice this Section 3 (the “Participation Tag Along Exercise Notice”) shall set forth the terms and conditions ), in an amount of such proposed Transfer, including the name Ordinary Shares of the prospective Transferee, the number of Class A Units proposed to be Transferred (the “Participation Securities”) by the Initiating 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 Unitholder to each holder of Class B Units and up to the CompanyTag Along Shareholder’s Pro-Rata Portion (as defined below), each holder of Class B Units as the Tag Along Shareholder shall have specify in the rightTag Along Exercise Notice, by notice in writing to the Initiating Unitholder and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon on the same terms and conditions to the Tag Along Shareholder as set forth in the Initiating Unitholder) up to that Tag Along Offer. 3.3. A Tag Along Shareholder’s “Pro-Rata Portion” shall mean the number of Class B Units owned Tag Along Shares multiplied by such holder of Class B Units (each holder of Class B Units making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, (i) the numerator of which is shall be the number of Class B Units owned Ordinary Shares held by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of outstanding Class A Units and Class B Units owned as of the date of such Participation Notice by each Initiating Unitholder and by all Participating Offerees, multiplied by (y) the 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 Units by Participating Offerees. The consideration to be received by the Participating Offerees in respect of the Class B 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 Class A Units Tag Along Shareholder and (ii) the resulting relative values denominator of which shall be the total number of Ordinary Shares held by all Tag Along Shareholder(s) as of such date, plus the total number of Ordinary Shares held by the Selling Party as of such date. Without derogating from the above, it is clarified that the pro-rata portion of any single member comprising of Alpha of the Class A Units and Class B Units assuming Tag Along Shareholder’s Pro-Rata Portion need not necessarily reflect such member’s pro-rata portion holdings vis-à-vis the Company is liquidated and the net proceeds are distributed to the holders other members of Units in accordance with Section 8.02Alpha. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Unitholder, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Units, 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 Units as described in the last sentence of Section 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 Offeree in connection with such Transfer. (c) The provisions of this Section 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. (a) Subject to Section 5(c3.1(d), if either Shareholder or any Affiliate thereof (the “Selling Party”) shall enter into any contract or transaction involving the disposition of this Exhibit B, no holder of Class A Units shall Transfer Class A Units its Shares to a third party without complying with that is not an Affiliate (“Disposition”), then the terms Selling Party shall give notice thereof (“Disposition Notice”) to the other Shareholder (the “Tag Along Party”) at least thirty (30) days prior to the consummation of such transaction. Such Disposition Notice shall describe the Disposition in reasonable detail and conditions shall set forth a description of the price per Share at which the Shares owned by the Selling Party are proposed to be disposed of pursuant thereto. If any part of the price contemplated to be received by the Selling Party in this Section 5respect of the Shares held by it consists of property or assets other than cash, as applicablethen such notice shall also set forth the Selling Party’s good faith and reasonable estimate of the cash value of such consideration and the manner by which such estimate was determined. (ab) Any Upon the receipt of such Disposition Notice from the Sponsor Holders (collectivelySelling Party, the “Initiating Unitholder”) desiring to Transfer more than fifty percent (50%) of the Class A 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 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 number of Class A Units proposed to be Transferred (the “Participation Securities”) by the Initiating 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 Unitholder to each holder of Class B Units and to the Company, each holder of Class B Units Tag Along Party shall have the rightright (“Tag Along Right”) to participate in the Disposition by disposing of such number of its own Shares as provided below, by notice in writing to the Initiating Unitholder manner set forth below, and to at the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon same price per Share and otherwise on the same terms and conditions as set forth in the Initiating UnitholderDisposition Notice. (c) up to that The number of Class B Units owned by such holder of Class B Units (each holder of Class B Units making such election, a “Participating Offeree”) as Shares that the Tag Along Party shall be entitled to include in the Disposition shall equal the product of (xi) the total number of Shares proposed to be disposed of in such transaction, times (ii) a fraction, the numerator of which is shall be the number of Class B Units owned Shares held by such Participating Offeree as of the date of such proposed Transfer Tag Along Party and the denominator of which is shall be the aggregate total number of outstanding Class A Units Shares held by TVB (and Class B Units owned as of its Affiliates) and Intelsat (and its Affiliates), in each case rounded to the date of such Participation Notice by each Initiating Unitholder and by all Participating Offerees, multiplied by (y) the nearest whole 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 Units by Participating Offerees. The consideration to be received by the Participating Offerees in respect of the Class B 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 Class A Units and (ii) the resulting relative values of the Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the holders of Units in accordance with Section 8.02Shares. (bd) At Within ten (10) days of its receipt of the closing of any proposed Transfer in respect of which a Participation Notice has been deliveredDisposition Notice, the Initiating Unitholder, together with all Participating Offerees, as the case may be, Tag Along Party shall deliver respond to the proposed Transferee certificates evidencing Selling Party by giving the UnitsSelling Party written notice specifying whether the Tag Along Party intends or declines to exercise the Tag Along Right. If the Tag Along Party specifies in such notice that it intends to exercise the Tag Along Right (“Tag Along Notice”), if any then a binding agreement for the sale and as applicable, to be sold, free purchase of the Tag Along Party’s Shares at the price and clear of all Claims on the terms 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 Units as described conditions set forth in the last sentence of Section 5(a) of this Exhibit B. In connection with any such Transfer, (i) Disposition Notice shall automatically be deemed to exist between the representations Selling Party 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 statusthe Tag Along Party, and such Participating Offeree sale and purchase shall have no obligation to make representations and warranties as to be consummated contemporaneously with 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 consummation of the consideration received by the Participating Offeree in connection with such TransferDisposition. (ce) The If the Tag Along Party has not delivered such notice to the Selling Party, then the Tag Along Party shall be deemed to have waived its Tag Along Right and the Selling Party shall have the right to consummate the Disposition upon the terms and conditions set forth in the Disposition Notice. (f) Notwithstanding anything contained herein to the contrary, the Selling Party shall, in addition to complying with the provisions of this Section 5 3.3, comply with the provisions of Section 3.2 (it being understood that the Section 3.2 Offer Notice and the Section 3.3 Disposition Notice may be included in a single notice), and each Selling Party, prior to transferring any Shares in accordance with this Section 3.3, shall not apply to (i) other Permitted Transfers, (ii) any Transfer pursuant to or after a Company Public Offering and (iii) Exempt Transferscomply with the provisions of Section 3.2.

Tag Along. Subject (i) If at any time the Parent and/or its affiliates (collectively, the “Tag-Along Stockholder,” whether one or more) propose to sell any shares of its capital stock of the Company to any Person who is not an affiliate of such Tag-Along Stockholder (the “Proposed Transferee”) and the Tag-Along Stockholder cannot or has not elected to exercise its drag-along rights set forth in Section 5(c5(a), MD Xxxxxxxx shall be permitted to participate in such sale (a “Tag-Along Sale”) of this Exhibit B, no holder of Class A Units shall Transfer Class A Units to a third party without complying with on the terms and conditions set forth in this Section 5, as applicable5(b). (aii) Any Prior to the consummation of the Sponsor Holders (collectivelysale described in Section 5(b)(i), the Tag-Along Stockholder shall deliver to the Company and MD Xxxxxxxx a written notice (a “Initiating UnitholderTag-Along Sale Notice”) desiring to Transfer more than fifty percent (50%) of the Class A Units held by the Sponsor Holders in a single transaction or a series of similar transactions, shall give not less proposed Tag-Along Sale no more than ten (10) Business Days prior written notice after the execution and delivery by all the parties thereto of such intended Transfer to each holder of Class B Units and the definitive agreement entered into with respect to the CompanyTag-Along Sale and, in any event, no later than twenty (20) Business Days prior to the closing date of the Tag-Along Sale. Such notice The Tag-Along Sale Notice shall make reference to MD Anderson’s rights hereunder and shall describe in reasonable detail: (A) the “Participation Notice”number of shares of capital stock of the Company to be sold by the Tag-Along Stockholder; (B) shall set forth the name of the Proposed Transferee; (C) the per share purchase price and the other material terms and conditions of such proposed Transferthe sale, including a description of any non-cash consideration in sufficient detail to permit the name valuation thereof; (D) the proposed date, time and location of the prospective Transferee, closing of the sale; and (E) a copy of any form of agreement proposed to be executed in connection therewith. (iii) MD Xxxxxxxx shall exercise its right to participate in a sale of capital stock of the Company by the Tag-Along Stockholder subject to this Section 5(b) by delivering to the Tag-Along Stockholder a written notice (a “Tag-Along Exercise Notice”) stating its election to do so and specifying the number of Class A Units proposed shares of capital stock of the Company to be Transferred (the “Participation Securities”) sold by the Initiating Unitholder, the purchase price per Unit proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within it no later than five (5) Business Days following the delivery after receipt of the Participation Tag-Along Sale Notice (the “Tag-Along Period”). The offer of MD Xxxxxxxx set forth in a Tag-Along Exercise Notice shall be irrevocable, and, to the extent such offer is accepted, MD Xxxxxxxx shall be bound and obligated to sell in the proposed sale on the terms and conditions set forth in this Section 5(b). MD Xxxxxxxx shall have the right to sell in a sale subject to this Section 5(b) the number of shares of capital stock of the Company equal to the product obtained by multiplying (x) the number of Shares held by or on behalf of MD Xxxxxxxx (whether vested or unvested, and including, for the avoidance of doubt, any shares issued under the License Agreement) by (y) a fraction (A) the numerator of which is equal to the number of shares of capital stock of the Company the Tag-Along Stockholder proposes to sell or transfer to the Proposed Transferee and (B) the denominator of which is equal to the number of shares of capital stock of the Company then owned by such Tag-Along Stockholder. (iv) The Tag-Along Stockholder shall use its commercially reasonable efforts to include in the proposed sale to the Proposed Transferee all of the shares of capital stock of the Company that MD Xxxxxxxx has requested to have included pursuant to the applicable Tag-Along Exercise Notice, it being understood that the Proposed Transferee shall not be required to purchase shares of capital stock of the Company in excess of the number set forth in the Tag-Along Sale Notice. In the event the Proposed Transferee elects to purchase less than all of the shares of capital stock of the Company sought to be sold by MD Xxxxxxxx, the number of shares to be sold to the Proposed Transferee by the Initiating Unitholder Tag-Along Stockholder and MD Xxxxxxxx shall be reduced so that each of the Tag-Along Stockholder and MD Xxxxxxxx is entitled to sell its Pro Rata Portion of the number of shares of capital stock of the Company the Proposed Transferee elects to purchase (which in no event may be less than the number of shares of capital stock of the Company set forth in the Tag-Along Sale Notice). The term “Pro Rata Portion” means, with respect to the number of shares of capital stock of the Company to be sold by each holder of Class B Units and shares of capital stock of the Company pursuant to this Section 5(b)(iv), the Company, each holder of Class B Units shall have the right, by notice in writing to the Initiating 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 Unitholder) up to that number of Class B Units owned by such holder shares of Class B Units (each holder capital stock of Class B Units making such election, a “Participating Offeree”) as shall the Company equal to the product of (x) the total number of shares of capital stock of the Company the Proposed Transferee proposes to purchase and (y) a fraction, fraction (A) the numerator of which is equal to the number of Class B Units owned shares of capital stock of the Company then held by such Participating Offeree as holder of shares of capital stock of the date of such proposed Transfer Company and (B) the denominator of which is the aggregate number of outstanding Class A Units and Class B Units owned as of the date of such Participation Notice by each Initiating Unitholder and by all Participating Offerees, multiplied by (y) equal to the number of Participation Securities. The amount of Participation Securities to be Transferred shares then held by any Initiating Unitholder shall be ratably reduced to the extent necessary to provide for such sales of Class B Units by Participating Offerees. The consideration to be received by the Participating Offerees in respect all of the Class B Units to be sold to the prospective Transferee shall be determined based upon (i) the deemed fair market value holders of shares of capital stock of the Company implied by the price to be paid by the prospective Transferee (including, for the Class A Units and (ii) the resulting relative values avoidance of the Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the holders 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 delivereddoubt, the Initiating Unitholder, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Units, 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 Units as described in the last sentence of Section 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 Offeree in connection with such TransferTag-Along Stockholder). (c) The provisions of this Section 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 5(c) of this Exhibit B, no holder of Class A Units shall Transfer Class A Units to a third party without complying with the terms and conditions set forth in this Section 5, as applicable. (a) Any of the Sponsor Holders (collectively, the “Initiating Unitholder”) desiring to Transfer more than fifty percent (50%) of the Class A 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 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 number of Class A Units proposed to be Transferred (the “Participation Securities”) by the Initiating 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 Unitholder to each holder of Class B Units and to the Company, each holder of Class B Units shall have the right, by notice in writing to the Initiating 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 Unitholder) up to that number of Class B Units owned by such holder of Class B Units (each holder of Class B Units making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the number of Class B Units owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of outstanding Class A Units and Class B Units owned as of the date of such Participation Notice by each Initiating Unitholder and by all Participating Offerees, multiplied by (y) the 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 Units by Participating Offerees. The consideration to be received by the Participating Offerees in respect of the Class B 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 Class A Units and (ii) the resulting relative values of the Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the holders of Units in accordance with Section 8.028.02 of the LLC Agreement. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Unitholder, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Units, 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 Units as described in the last sentence of Section 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 Offeree in connection with such Transfer. (c) The provisions of this Section 5 shall not apply to (i) other Permitted Transfers, (ii) any Transfer pursuant to or after a Company Public Offering and (iii) Exempt Transfers.