Common use of Take-Along Rights Clause in Contracts

Take-Along Rights. (a) Take-Along Notice. If NCP-SBG intends to effect a sale or transfer (a "Take-Along Sale") of all or substantially all of its shares of Common Stock to a Person who is not an Affiliate (a "Take-Along Buyer") prior to a Public Offering and elects to exercise its rights under this Section 2.4, then NCP-SBG shall deliver written notice (a "Take-Along Notice") to the Company and the other Stockholders, which notice shall (i) state (w) that NCP-SBG wishes to exercise its rights under this Section 2.4 with respect to such transfer, (x) the name and address of the Take-Along Buyer and (y) the per share amount and form of consideration NCP-SBG proposes to receive for its shares of Common Stock, (ii) be accompanied by drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer (the "Take- Along Purchase Agreement"), (iii) contain an offer (the "Take-Along Offer") by the Take-Along Buyer to purchase from the other Stockholders all of their shares of Common Stock, on and subject to the same price, terms and conditions offered to NCP-SBG and (iv) state the anticipated time and place of the closing of such transfer (a "Take-Along Closing"), which (subject to such terms and conditions) shall occur not fewer than 15 nor more than 90 days after the date such Take-Along Notice is delivered, provided that if such Take-Along Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG shall be entitled to deliver additional Take-Along Notices with respect to such Take-Along Offer. Upon the request of NCP-SBG, the Company shall provide NCP-SBG with a Stockholder List.

Take-Along Rights. (a) Take-Along Notice. If NCPSo long as the C&D Fund holds a number of shares of Common Stock equal to at least one-SBG third of the Common Stock originally purchased by the C&D Fund at the closing of the Acquisition of the Company, if the C&D Fund intends to effect a sale or transfer (a "Take-Along Sale") of all or substantially all of its shares of Common Stock to a Person who is not an Affiliate third party (a "Take-Along 100% Buyer") prior to a Public Offering and elects to exercise its rights under this Section 2.48, then NCP-SBG the C&D Fund shall deliver written notice (a "Take-Along Notice") to the Company and the other StockholdersPurchaser, which notice shall (ia) state (wi) that NCP-SBG the C&D Fund wishes to exercise its rights under this Section 2.4 8 with respect to such transfer, (xii) the name and address of the Take-Along Buyer and 100% Buyer, (yiii) the per share amount and form of consideration NCP-SBG the C&D Fund proposes to receive for its shares of Common Stock, Stock and (iiiv) be accompanied by drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer (the "Take- Along Purchase Agreement")transfer, (iiib) contain an offer (the "Take-Along Offer") by the Take-Along 100% Buyer to purchase from the other Stockholders Purchaser all of their shares of Common Stock, its Shares on and subject to the same price, terms and conditions offered to NCP-SBG the C&D Fund and (ivc) state the anticipated time and place of the closing of such transfer the purchase and sale of the shares (a "Take-Along Section 8 Closing"), which (subject to such terms and conditions) shall occur not fewer than 15 five (5) days nor more than 90 ninety (90) days after the date such Take-Along Notice is delivered, provided that if such Take-Along Section 8 Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG the C&D Fund shall be entitled to deliver additional another Take-Along Notices Notice with respect to such Take-Along Offer. Upon the request of NCP-SBG, the Company shall provide NCP-SBG with a Stockholder List.

Take-Along Rights. (a) Take-Along Notice. If NCPSo long as the C&D Fund holds a number of ----------------- shares of Common Stock equal to at least one-SBG third of the Common Stock originally purchased by the C&D Fund at the closing of the Acquisition, if the C&D Fund intends to effect a sale or transfer (a "Take-Along Sale") of all or substantially all of its shares of Common Stock to a Person who is not an Affiliate third party (a "Take-Along 100% Buyer") prior to a Public Offering and elects to exercise its rights under this ---------- Section 2.45, then NCP-SBG the C&D Fund shall deliver written notice (a "Take-Along Notice") to ---------- ------ the Company and the other StockholdersPurchaser, which notice shall (ia) state (wi) that NCP-SBG the C&D Fund wishes to - - exercise its rights under this Section 2.4 5 with respect to such transfer, (xii) the -- name and address of the Take-Along Buyer and 100% Buyer, (yiii) the per share amount and form of --- consideration NCP-SBG the C&D Fund proposes to receive for its shares of Common Stock, Stock and (iiiv) be accompanied by drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other -- material terms and conditions of such transfer (the "Take- Along Purchase Agreement")transfer, (iiib) contain an offer (the - "Take-Along Offer") by the Take-Along 100% Buyer to purchase from the other Stockholders Purchaser all of their shares of Common Stock, his ----------------- Shares on and subject to the same price, terms and conditions offered to NCP-SBG the C&D Fund and (ivc) state the anticipated time and place of the closing of such transfer the purchase and - sale of the shares (a "Take-Along Section 5 Closing"), which (subject to such terms and ----------------- conditions) shall occur not fewer than 15 five (5) days nor more than 90 ninety (90) days after the date such Take-Along Notice is delivered, provided that if such Take-Along -------- Section 5 Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG the C&D Fund shall be entitled to deliver additional Take-Along Notices with respect to such Take-Along Offer. Upon the request of NCP-SBG, the Company shall provide NCP-SBG with a Stockholder List.

Take-Along Rights. If any Stockholder and/or group of Stockholders (a) Take-Along Notice. If NCP-SBG intends to effect a sale or transfer (a collectively, the "Take-Along SaleSellers") determines, in one transaction and/or a series of all related transactions, to Transfer Shares representing sixty-six percent (66%) or substantially all more of its shares of the then outstanding Common Stock to any non-related Person, the Sellers may deliver a Person who is not an Affiliate (a "Take-Along Buyer") prior to a Public Offering and elects to exercise its rights under this Section 2.4, then NCP-SBG shall deliver written notice (a "Take-Along Sale Notice") to each of the Company Stockholders, not including the Sellers (the "Remaining Stockholders"). The Sale Notice shall specify the Person to whom the Sellers propose to Transfer their Shares (the "Proposed Buyer"), the nature of the proposed transaction, the form and amount of consideration per Share proposed to be received by the Sellers (the "Sale Price"), the terms of payment of such consideration (the "Sale Terms"), and the other Stockholders, date on which notice the proposed Transfer is to occur (which date shall be not less than thirty-one (i31) state nor more than ninety (w90) that NCP-SBG wishes to exercise its rights under this Section 2.4 with respect to such transfer, (x) day after the name and address date of the Take-Along Buyer Sale Notice) and (y) the per share amount and form of consideration NCP-SBG proposes to receive for its shares of Common Stock, (ii) be accompanied by drafts of purchase and sale documentation setting forth the terms and conditions of payment such Transfer. Upon receipt of a Sale Notice, each Remaining Stockholder, subject to the last sentence of this Article V, shall be obligated to (i) sell all Shares owned by such Remaining Stockholder to the Proposed Buyer (and in the case of a proposed transaction including the sale of substantially all of the assets of the Corporation or a merger, each Remaining Stockholder shall be obligated to vote in favor of such consideration transaction), on the Sale Terms and all other material at the Sale Price and upon the same terms and conditions as the Sellers, except that (A) such Remaining Stockholder shall not be required to make any representation regarding the title of such transfer (the "Take- Along Purchase Agreement"), (iii) contain an offer (the "Take-Along Offer") by the Take-Along Buyer to purchase from the any other Stockholders all of their shares of Common Stock, on and subject seller to the same price, terms and conditions offered to NCP-SBG Shares being sold by such other seller or the authority of any other seller and (ivB) state the anticipated time and place of the closing of such transfer (a "Take-Along Closing"), which (subject Remaining Stockholder may be required to such terms and conditions) shall occur not fewer than 15 nor more than 90 days after the date such Take-Along Notice is delivered, provided that if such Take-Along Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG shall be entitled to deliver additional Take-Along Notices provide indemnification solely with respect to (1) such Take-Along OfferRemaining Stockholder's own title and authority and (2) on a pro rata basis based on the total number of Shares being sold, the assets, liabilities and business of the Corporation; and (ii) otherwise take all necessary action to cause the consummation of such transaction, including voting its Shares in favor of such transaction and not exercising any appraisal rights in connection therewith. Upon the request consummation of NCP-SBGany Transfer subject to this Article V, this Agreement shall be terminated and of no further force and effect. If the Sellers give a Sale Notice under this Article V, provided the Proposed Buyer buys the Shares of the Remaining Stockholders as contemplated hereby, the Company provisions of Article IV, hereof, shall provide NCP-SBG with a Stockholder Listnot apply to the Transfer in question. In any case, the Remaining Stockholders shall not be required to sell their Shares as contemplated hereby unless the Sellers complete the sale of the Sellers' Shares as described in the Sale Notice.

Take-Along Rights. The rights set forth in this Section 3 are given ----------------- to each of the Shareholders: (a) Take-Along Notice. If NCP-SBG intends any Shareholder (the "Selling Shareholder") shall propose to effect a sale or transfer (a "Take-Along SaleProposed Transfer") to any person (the "Proposed Transferee"), other than (1) another Shareholder, (2) a Related Transferee, or (3) the Corporation, any shares of Stock (including any shares issued as the result of the exercise of warrants therefor) (the "Transfer Shares"), then each remaining Shareholder (subject to the provisions of subsection (f) below governing Related Transferees) shall have: (i) the right to transfer, in place of certain of the Transfer Shares, such number of such remaining Shareholder's shares of Stock (including any shares issued as the result of the exercise of warrants therefor) as is equal to the following percentage ("Percentage") of all or substantially all the number of its Transfer Shares: (A) for XxXxxx, 25.9537%, (B) for Xxxxxx, 25.9537%, (C) for X'Xxxxx, 25.9537%, (D) for Xxx Xxxxx, 6.6022%, (E) for Xxxxxx Xxxxx, 6.6022%, and (F) for each New Shareholder, .0535% for each Unit (as defined in the Stock Purchase Agreement) purchased pursuant to the Stock Purchase Agreement; or (ii) if the Proposed Transferee is unwilling to purchase shares of Common Stock to a Person who is not an Affiliate (a "Take-Along Buyer") prior to a Public Offering and elects to exercise its rights under this Section 2.4any remaining Shareholder as part of the Proposed Transfer, then NCP-SBG the right to have the Selling Shareholder purchase, out of the proceeds of the sale of the Transfer Shares to the Proposed Transferee, such number of such remaining Shareholder's shares of Stock (including any shares issued as the result of the exercise of warrants therefor) as is equal to his Percentage of the number of Transfer Shares; all upon and subject to the additional terms and conditions set forth in this Section. Transfers of shares of Stock between Shareholders shall deliver not be subject to the provisions of this Section. (b) In the event of a Proposed Transfer, the Selling Shareholder shall give written notice (a the "Take-Along Transfer Notice") to the Company remaining Shareholder(s) of the Proposed Transfer, including the number of shares of Stock proposed to be transferred, the price and general terms and conditions governing the Proposed Transfer, and the other Stockholdersidentity of the Proposed Transferee. (c) Upon receipt of the Transfer Notice, which notice each remaining Shareholder shall (i) state (w) that NCP-SBG wishes be entitled to exercise its his rights under this Section 2.4 subsection (a) above by giving the Selling Shareholder written notice (the "Participation Notice") thereof within thirty (30) days following his receipt of the Transfer Notice. If no such Participation Notice is given by such remaining Shareholder, then his rights under subsection (a) above shall automatically terminate with respect to such transferthe Proposed Transfer. (d) In the event that any remaining Shareholder exercises his rights under subsection (a) above, (x) the name and address then any transfer of the Take-Along Buyer and (y) the per share amount and form of consideration NCP-SBG proposes to receive for its shares of Common Stock, (ii) Stock by such remaining Shareholder shall be accompanied by drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer (the "Take- Along Purchase Agreement"), (iii) contain an offer (the "Take-Along Offer") by the Take-Along Buyer to purchase from the other Stockholders all of their shares of Common Stock, on and subject to the same price, terms and conditions offered that govern the Selling Shareholder under the Proposed Transfer. (e) The rights of any Shareholder under this Section may be waived as to NCP-SBG any Proposed Transfer by his delivering a writing to that effect to the Corporation and the other Shareholders. (ivf) state For purposes of effecting the anticipated time and place rights granted to the Shareholders pursuant to this Section 3, a Shareholder who is a Related Transferee of the closing of such transfer another Shareholder (a "Take-Along ClosingTransferor Shareholder") shall, to the extent of the shares of Stock transferred by the Transferor Shareholder to such Related Transferee (the "Previously Transferred Shares"), which (subject be deemed to such terms and conditions) shall occur not fewer than 15 nor more than 90 days after be the date such Take-Along Notice is deliveredTransferor Shareholder. In particular, provided that if such Take-Along Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG shall be entitled to deliver additional Take-Along Notices with respect to the limitation on the number of shares of Stock which the Transferor Shareholder and such Take-Along Offer. Upon Related Transferee may include in the request of NCP-SBGProposed Transfer under this Section 3, the Company Previously Transferred Shares shall provide NCP-SBG with a Stockholder Listbe considered to be owned by the Transferor Shareholder. Unless otherwise agreed between the Transferor Shareholder and such Related Transferee, any permitted inclusion in the Proposed Transfer of some, but not all, of the shares of Stock owned by the Transferor Shareholder and of the Previously Transferred Shares shall be allocated between the Transferor Shareholder and such Related Transferee pro rata based on the respective number of such shares of Stock owned by the Transferor Shareholder and of such Previously Transferred Shares.

Take-Along Rights. (ai) Take-Along Notice. If NCP-SBG intends If, at any time before the consummation of the IPO, any Member holding a majority of the Units then held by all Members (the “Initiating Member”) desires to effect a sale Transfer to a Person that is not a Permitted Affiliate of such Initiating Member (and, in the case of Advent Blocker, is not an Advent Group Member) constituting a Change of Control (the “Take Along Sale”), then the Initiating Member may elect to exercise its take along rights pursuant to this Section 6.3(e) (the “Take Along Rights”) by providing written notice to all Members other than the Initiating Member (each, a “Take Along Member,” and collectively, the “Take Along Members”). In order to exercise the Take Along Rights, the Initiating Member must give written notice to the Take Along Members disclosing the identity of the proposed transferee(s), the Person or transfer Persons, if any, that control the proposed transferee(s), the number and classes of Units proposed to be Transferred and the terms and conditions, including price, of the proposed Transfer (the “Take Along Notice”) within the earlier of five (5) days following the execution of the agreement with respect to the proposed Transfer and ten (10) days prior to the proposed date upon which the contemplated Change of Control is to be effected. (ii) If the Initiating Member exercises its Take Along Right, except to the extent contrary to applicable Law, each Take Along Member shall, consent and raise no objections to such Change of Control and shall take all actions reasonably necessary or desirable to consummate such Change of Control, including by (A) Transferring to the proposed transferee(s) its Pro Rata Portion of its Units, (B) delivering such Units at the closing, free and clear of all claims, liens and encumbrances, (C) if Member approval of the transaction is required, voting its Units in favor thereof, (D) approving, executing and delivering any and all documents, certificates and instruments, necessary to the Transfer of such Take Along Member’s Units pursuant to this Section 6.3(e), (E) and, if required by the Initiating Member, make the same representations, warranties, covenants and indemnities and agreements as the Initiating Member made in connection with such Change of Control; provided that, (1) any indemnity is several and not joint and a "Take Along Member’s indemnity exposure with respect to any representations subject to a cap on indemnity shall not exceed 25% of such Take Along Member’s pro rata share of the proceeds from the Take Along Sale; and (2) the Initiating Member shall consult with any Member owning more than 25% of the outstanding Units of the Company regarding the representations being given to the acquirer in a Take-Along Sale", (F) waive any and all dissenters’ rights, appraisal rights or similar rights in connection with the related transaction that such Member might otherwise have, and (G) permit any escrow of proceeds of any such Change of Control to be withheld on a pro rata basis among all Members participating in such Change of Control. Each Member hereby grants to each of the Directors, each acting singly, an irrevocable proxy, coupled with an interest, to vote all Units owned by such Member or over which such Member has voting control, and to take such other actions to the extent necessary to carry out the provisions of this Section 6.3(e), in the event of any breach by such Member of its obligations under this Section 6.3(e). (iii) The Transfer of Units by the Take Along Members pursuant to this Section 6.3(e) shall be at the same price and on the same terms and conditions as the Initiating Member shall be Transferring its Units in such transaction or series of related transactions, except that the Take Along Members shall each bear their ratable share (based on the number of Units sold) of the liabilities and expenses incurred in connection with such Change of Control, but only to the extent that such liabilities and expenses are incurred for the benefit of the Initiating Member and all or substantially all of its shares of Common Stock to a Person who is not an Affiliate (a "Take-Along Buyer"Members and are not otherwise paid by the Company or by an entity acquiring the Company or its assets, and liabilities and expenses incurred by any Members on its own behalf, including indemnities, shall not be considered liabilities and expenses incurred in connection with such Change of Control; it being understood that the price per Unit shall take into account all benefits (other than the benefits derived pursuant to Section 6.3(e)(v)) being obtained by Advent Blocker or any of its Affiliates or other Advent Group Member in connection with, or as a consequence of, such Change of Control. (iv) The Take Along Right shall not apply to any Change of Control that would require Board Supermajority consent, unless such consent has been obtained. For the sake of clarity, the Right of First Offer and the Tag-Along Rights shall not apply with respect to any Transfer made in connection with the exercise of the Take Along Right, but the Right of First Offer shall apply in connection with any Transfer prior to a Public Offering any Member exercising its Take Along Right. (v) In any Change of Control, the Advent Blocker Stockholders shall have the right to sell their indirect stake in the Company by selling the Advent Blocker Stock at the same price as the Units, without discount; provided that such right shall be exercisable only if Advent Blocker’s only assets are the Units and elects to exercise its the rights under this Section 2.4Agreement and the Registration Rights Agreement and if Advent Blocker has no Specified Liabilities at the time such Change of Control is consummated. (vi) If upon the date ninety (90) days following the date of a particular Take Along Notice (subject to extension for an additional sixty (60) days in the event of an extended regulatory review), the Initiating Member has not consummated the Take Along Sale, then NCP-SBG each of the Take Along Members shall deliver written notice (a "Take-be released from their obligations under such Take Along Notice") , such Take Along Notice shall be null and void, and it shall be necessary for another Take Along Notice to the Company be furnished, and the other Stockholders, which notice shall (i) state (w) that NCP-SBG wishes to exercise its rights under this Section 2.4 with respect to such transfer, (x) the name and address of the Take-Along Buyer and (y) the per share amount and form of consideration NCP-SBG proposes to receive for its shares of Common Stock, (ii) be accompanied by drafts of purchase and sale documentation setting forth the terms and conditions provisions of payment of such consideration and all other material terms and conditions of such transfer (the "Take- this Section 6.3(e) to be complied with, in order to consummate a Take Along Purchase Agreement"Sale pursuant to this Section 6.3(e), (iii) contain an offer (the "Take-Along Offer") by the Take-Along Buyer to purchase from the other Stockholders all of their shares of Common Stock, on and subject to the same price, terms and conditions offered to NCP-SBG and (iv) state the anticipated time and place of the closing of such transfer (a "Take-Along Closing"), which (subject to such terms and conditions) shall occur not fewer than 15 nor more than 90 days after the date such Take-Along Notice is delivered, provided that if such Take-Along Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG shall be entitled to deliver additional Take-Along Notices with respect to such Take-Along Offer. Upon the request of NCP-SBG, the Company shall provide NCP-SBG with a Stockholder List.

Take-Along Rights. The rights set forth in this Section 3 are given ----------------- to each of the Rightsholders: (a) Take-Along Notice. If NCP-SBG intends any Rightsholder (the "Selling Shareholder") shall propose to effect a sale or transfer (a "Take-Along SaleProposed Transfer") to any person (the "Proposed Transferee"), other than (1) another Rightsholder, (2) with respect to a Proposed Transfer by any of all the Principal Shareholders, a Shareholder, as defined in the First Stock Rights and Voting Agreement, (3) a Related Transferee, or substantially all of its (4) the Corporation, any shares of Common Stock (the "Transfer Shares"), then Xxxxxxx, with respect to a Person who Proposed Transfers by each of the Principal Shareholders and each of the Principal Shareholders with respect to Proposed Transfers by Xxxxxxx of any of the Principal Shares (subject to the provisions of subsection (f) below governing Related Transferees) shall have: (i) the right to transfer, in place of certain of the Transfer Shares, such number of such shares of Common Stock as is not an Affiliate equal to the following percentage (a "Take-Along BuyerPercentage") prior of the number of Transfer Shares: (A) for XxXxxx, 38.759690%, (B) for Xxxxxx, 38.759690%, (C) for X'Xxxxx, 11.627907%, and (D) for Xxxxxxx, 10.852713%, (ii) if the Proposed Transferee is unwilling to a Public Offering and elects to exercise its rights under this Section 2.4purchase shares of any eligible Rightsholder(s) as part of the Proposed Transfer, then NCP-SBG the right to have the Selling Shareholder purchase, out of the proceeds of the sale of the Transfer Shares to the Proposed Transferee, such number of such eligible Rightsholder(s)' shares of Common Stock as is equal to his Percentage of the number of Transfer Shares; all upon and subject to the additional terms and conditions set forth in this Section. Transfers of shares of Common Stock between Rightsholders shall deliver not be subject to the provisions of this Section. (b) In the event of a Proposed Transfer, the Selling Shareholder shall give written notice (a the "Take-Along Transfer Notice") to (A) in the Company case of a Proposed Transfer by Xxxxxxx, each of the Principal Shareholders, (B) in the case of a Proposed Transfer by a Principal Shareholder, Xxxxxxx of the Proposed Transfer, including the number of shares of Common Stock proposed to be transferred, the price and general terms and conditions governing the Proposed Transfer, and the other Stockholdersidentity of the Proposed Transferee. (c) Upon receipt of the Transfer Notice, which notice each eligible Rightsholder shall (i) state (w) that NCP-SBG wishes be entitled to exercise its his rights under this Section 2.4 subsection (a) above by giving the Selling Shareholder written notice (the "Participation Notice") thereof within thirty (30) days following his receipt of the Transfer Notice. If no such Participation Notice is given by such eligible Rightsholder(s), then his rights under subsection (a) above shall automatically terminate with respect to such transferthe Proposed Transfer. (d) In the event that any eligible Rightsholder exercises his rights under subsection (a) above, (x) the name and address then any transfer of the Take-Along Buyer and (y) the per share amount and form of consideration NCP-SBG proposes to receive for its shares of Common Stock, (iiStock by such remaining Rightsholder(s) shall be accompanied by drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer (the "Take- Along Purchase Agreement"), (iii) contain an offer (the "Take-Along Offer") by the Take-Along Buyer to purchase from the other Stockholders all of their shares of Common Stock, on and subject to the same price, terms and conditions offered that govern the Selling Shareholder under the Proposed Transfer. (e) The rights of any Rightsholder under' this Section may be waived as to NCP-SBG any Proposed Transfer by delivery of a writing to that effect to the Corporation and the Selling Shareholder. (ivf) state For purposes of effecting the anticipated time and place rights granted to the Rightsholders pursuant to this Section 3, a shareholder who is a Related Transferee of a Rightsholder shall, to the extent of the closing shares of Common Stock transferred by a Rightsholder to such transfer Related Transferee (a the "Take-Along ClosingPreviously Transferred Shares"), which (subject be deemed to such terms and conditions) shall occur not fewer than 15 nor more than 90 days after be-the date such Take-Along Notice is deliveredRightsholder. In particular, provided that if such Take-Along Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG shall be entitled to deliver additional Take-Along Notices with respect to the limitation on the number of shares of Common Stock which the Rightsholder and such Take-Along Offer. Upon Related Transferee may include in the request of NCP-SBGProposed Transfer under this Section 3, the Company Previously Transferred Shares shall provide NCP-SBG with a Stockholder Listbe considered to be owned by the Rightsholder. Unless otherwise agreed between the Rightsholder and such Related Transferee, any permitted inclusion in the Proposed Transfer of some, but not all, of the shares of Common Stock owned by the Rightsholder and of the Previously Transferred Shares shall be allocated between the Rightsholder and such Related Transferee pro rata based on the respective number of such shares of Common Stock owned by the Rightsholder and of such Previously Transferred Shares.

Take-Along Rights. (a) Take-Along Notice. If NCPSo long as the C&D Fund holds a number of shares of Common Stock equal to at least one-SBG third of the Common Stock originally purchased by the C&D Fund at the closing of the Acquisition, if the C&D Fund intends to effect a sale or transfer (a "Take-Along Sale") of all or substantially all of its shares of Common Stock to a Person who is not an Affiliate third party (a "Take-Along 100% Buyer") prior to a Public Offering and elects to exercise its rights under this Section 2.45, then NCP-SBG the C&D Fund shall deliver written notice (a "Take-Along Notice") to the Company and the other StockholdersPurchaser, which notice shall (ia) state (wi) that NCP-SBG the C&D Fund wishes to exercise its rights under this Section 2.4 5 with respect to such transfer, (xii) the name and address of the Take-Along Buyer and 100% Buyer, (yiii) the per share amount and form of consideration NCP-SBG the C&D Fund proposes to receive for its shares of Common Stock, Stock and (iiiv) be accompanied by drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer (the "Take- Along Purchase Agreement")transfer, (iiib) contain an offer (the "Take-Along Offer") by the Take-Along 100% Buyer to purchase from the other Stockholders Purchaser all of their shares of Common Stock, his Shares on and subject to the same price, terms and conditions offered to NCP-SBG the C&D Fund and (ivc) state the anticipated time and place of the closing of such transfer the purchase and sale of the shares (a "Take-Along Section 5 Closing"), which (subject to such terms and conditions) shall occur not fewer than 15 five (5) days nor more than 90 ninety (90) days after the date such Take-Along Notice is delivered, provided that if such Take-Along Section 5 Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG the C&D Fund shall be entitled to deliver additional Take-Along Notices with respect to such Take-Along Offer. Upon the request of NCP-SBG, the Company shall provide NCP-SBG with a Stockholder List.

Take-Along Rights. (a) Take-Along Notice. If NCPSo long as the C&D Fund holds a number of shares of ----------------- Common Stock equal to at least one-SBG third of the Common Stock originally purchased by the C&D Fund at the closing of the Acquisition of the Company, if the C&D Fund intends to effect a sale or transfer (a "Take-Along Sale") of all or substantially all of its shares of Common Stock to a Person who is not an Affiliate third party (a "Take-Along 100% Buyer") prior to a Public Offering and elects to exercise its rights under this Section 2.48, then NCP-SBG the C&D Fund shall deliver written notice (a "Take-Along Notice") to the Company and the other StockholdersPurchaser, which notice shall (ia) state (wi) that NCP-SBG the C&D Fund wishes to - - exercise its rights under this Section 2.4 8 with respect to such transfer, (xii) the -- name and address of the Take-Along Buyer and 100% Buyer, (yiii) the per share amount and form of --- consideration NCP-SBG the C&D Fund proposes to receive for its shares of Common Stock, Stock and (iiiv) be accompanied by drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other -- material terms and conditions of such transfer (the "Take- Along Purchase Agreement")transfer, (iiib) contain an offer (the - "Take-Along Offer") by the Take-Along 100% Buyer to purchase from the other Stockholders Purchaser all of their shares of Common Stock, its Shares on and subject to the same price, terms and conditions offered to NCP-SBG the C&D Fund and (ivc) state the anticipated time and place of the closing of such transfer the purchase and - sale of the shares (a "Take-Along Section 8 Closing"), which (subject to such terms and conditions) shall occur not fewer than 15 five (5) days nor more than 90 ninety (90) days after the date such Take-Along Notice is delivered, provided that if such Take-Along -------- Section 8 Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG the C&D Fund shall be entitled to deliver additional another Take-Along Notices Notice with respect to such Take-Along Offer. Upon the request of NCP-SBG, the Company shall provide NCP-SBG with a Stockholder List.

Take-Along Rights. 7.8.1 If (a) the Board, the Majority Preferred Members and, if and only if the amount payable at the initial closing of such transaction in respect of a Series D Preferred Unit is less than the Required Unit Price, the Requisite Series D Majority, approve a Fundamental Transaction or (b) the Majority Preferred Members and, if and only if the amount payable at the initial closing of such transaction in respect of a Series D Preferred Unit is less than the Required Unit Price, the Requisite Series D Majority, determine to proceed with a Company Sale pursuant to Section 7.12.1 (a “Take-Along Transaction”), then the Company or such Majority Preferred Members may notify each other Member (each, a “Take-Along Member”) in writing at least ten (10) days prior to the consummation of such Take-Along Transaction (a “Take-Along Notice”). If NCP-SBG intends to effect the Company or such Majority Preferred Members delivers a sale or transfer (a "Take-Along Sale") of all or substantially all of its shares of Common Stock to a Person who is not an Affiliate (a "Take-Along Buyer") prior to a Public Offering and elects to exercise its rights under this Section 2.4, then NCP-SBG shall deliver written notice (a "Take-Along Notice": (i) each Take-Along Member shall be deemed to approve and consent to the proposed Take-Along Transaction for all purposes; (ii) to the extent any vote or consent to such Take-Along Transaction is required, each Take-Along Member shall vote for and consent to such Take-Along Transaction (including on behalf of all of its Interests and on behalf of all Interests with respect to which such Take-Along Member has the power to direct the voting) and shall waive and shall not exercise any dissenter’s rights, appraisal rights or similar rights which such Take-Along Member may have in connection therewith or otherwise in connection with the Take-Along Transaction; (iii) each Take-Along Member shall agree to sell all or a pro rata portion of its Units for an amount equal to the Implied Equity Value of such Units and otherwise on the same terms and conditions (except that the Board may adjust such terms and conditions (other than the Implied Equity Value) as applied to any Series D Preferred Units, Series C Preferred Units, Series B Preferred Units, Series A Preferred Units, Founder Units, Common Units and/or Management Incentive Units, in such manner as the Board deems equitable to reflect the differences between the Preferred Units, Founder Units, Common Units and/or the Management Incentive Units); (iv) each Take-Along Member shall agree to all representations, warranties, indemnities and releases reasonably required to effectuate such Take-Along Transaction as determined by the Board or the Majority Preferred Members, and to all other reasonable representations, warranties, covenants and agreements that the Majority Preferred Members (with the consent of both KKR and Viking) have agreed to be subject to or bound by in connection with such Take-Along Transaction; and (v) each Take-Along Member shall take all other actions reasonably necessary or desirable, as determined by the Majority Preferred Members (with the consent of both KKR and Viking), to cause the consummation of such Take-Along Transaction; provided that in the case of each of clause (i)-(v) above: (1) such Take-Along Member shall receive the same form or forms of consideration as such Majority Preferred Members (or the option to elect to receive the same form or forms of consideration) in such Take-Along Transaction; (2) any representations and warranties to be made by such Take-Along Member in connection with the Take-Along Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Interests, including, but not limited to, representations and warranties that (A) the Take-Along Member holds all right, title and interest in and to the Interests such Take-Along Member purports to hold, free and clear of all liens and encumbrances, (B) the obligations of the Take-Along Member in connection with the transaction have been duly authorized, if applicable, (C) the documents to be entered into by the Take-Along Member have been duly executed by the Take-Along Member and delivered to the acquirer and are enforceable against the Take-Along Member in accordance with their respective terms; and (D) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Take-Along Member’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; provided, however, that, notwithstanding the foregoing, each Take-Along Member shall also provide any additional representation or warranty that is provided by the Majority Preferred Members (with the consent of both KKR and Viking) in connection with such Take-Along Transaction; (3) no Take-Along Member shall be required to agree to any restrictive covenant, other than (x) reasonable employee non-solicitation and no-hire covenants with respect to the Company and the Platform Companies that are agreed to by the Majority Preferred Members and that do not apply to any portfolio company of such Take-Along Member, or (y) any other Stockholdersreasonable restrictive covenants that the Majority Preferred Members (with the consent of both KKR and Viking) have also agreed to be subject to, which notice and no Take-Along Member shall be required to agree to provide indemnification in excess of the proceeds it would otherwise be entitled to receive in such transaction or shall be required to provide indemnification with respect to any breach of any representation, warranty or covenant made by any other Member (in its capacity as such), or shall be required to provide any representation or warranty with respect to ownership of any Interests other than the Transferred Interests of such Take-Along Member (provided that such Take-Along Member may be required to provide several and not joint indemnification that applies equally to all Members with respect to breaches of any representation, warranty or covenant made by or with respect to the Company or the Platform Companies and all such indemnification shall be allocated pro rata (based upon the relative aggregate amounts of consideration received by such Member as compared to all other Members)). 7.8.2 If a Take-Along Transaction is consummated pursuant to Section 7.8.1, then each Member shall bear a pro rata share (based upon the relative aggregate amounts of consideration received by such Member as compared to all other Members) of all Company costs, fees and expenses related to the sale of the Interests (including of any escrows, holdbacks, earn-outs or contingent payments) pursuant to such transaction to the extent such costs, fees and expenses are not otherwise paid by the Company or the acquiring party. Costs incurred by any Member in connection with the transaction shall not be considered costs of the transaction hereunder. 7.8.3 Subject to Section 3.9, no Common Member or Management Incentive Member shall receive any payments pursuant to this Section 7.8 with respect to any Percentage Interest attributable to a Common Unit or a Management Incentive Unit that is an Unvested Unit as of the date the Take-Along Transaction is consummated (and for purposes of making payments pursuant to this Section 7.8, any such Unvested Unit shall be treated as if such Percentage Interest does not exist), unless and to the extent such Unvested Unit is accelerated (by its terms, as contemplated hereunder or in a Vesting Agreement or otherwise in the sole discretion of the Board) immediately prior to such Take-Along Transaction. 7.8.4 If the Board and the Majority Preferred Members determine to consummate an initial public offering of interests in any subsidiary of the Company pursuant to an effective registration statement under the Securities Act (a “Platform Company IPO”), then the Company or such Majority Preferred Members may notify each Take-Along Member in writing at least ten (10) days prior to the consummation of such Platform Company IPO (a “Platform Company IPO Take-Along Notice”). If the Company or such Majority Preferred Members delivers a Platform Company IPO Take-Along Notice, (i) state each Take-Along Member shall be deemed to approve and consent to the proposed Platform Company IPO for all purposes; and (wii) that NCPto the extent any vote or consent to such Platform Company IPO is required, each Take-SBG wishes Along Member shall vote for and consent to exercise such Platform Company IPO (including on behalf of all of its rights under this Section 2.4 Interests and on behalf of all Interests with respect to which such transferTake-Along Member has the power to direct the voting) and (iii) each Take-Along Member agrees not to take any express action to impair, (x) delay or hamper such Platform Company IPO. Notwithstanding anything to the name and address contrary herein, the obligations of the Take-Along Buyer and (y) the per share amount and form of consideration NCP-SBG proposes to receive for its shares of Common Stock, (ii) Members under this Section 7.8.4 shall be accompanied by drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer (the "Take- Along Purchase Agreement"), (iii) contain an offer (the "Take-Along Offer") by the Take-Along Buyer to purchase from the other Stockholders all of their shares of Common Stock, on and subject limited to the same priceownership and voting of Units, terms and conditions offered shall in no event apply to NCP-SBG and (iv) state the anticipated time and place of the closing of such transfer (a "Take-Along Closing"), which (subject to such terms and conditions) shall occur not fewer than 15 nor more than 90 days after the date any equity interests that may be held directly by such Take-Along Notice is delivered, provided that if such Take-Along Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG shall be entitled to deliver additional Take-Along Notices with respect to such Take-Along Offer. Upon the request of NCP-SBG, the Company shall provide NCP-SBG with Members in a Stockholder ListPlatform Company.

Take-Along Rights. (a) Take-Along Notice. If NCP-SBG intends to effect a sale or transfer (a "Take-Along Sale") of all or substantially all of its shares of Common Stock to a Person who is not an Affiliate (a "Take-Along Buyer") prior to a Public Offering and elects to exercise its rights under this Section 2.4, then NCP-SBG shall deliver written notice (a "Take-Along Notice") to the Company and the other Stockholders, which notice shall (i) state (w) that NCP-SBG wishes to exercise its rights under this Section 2.4 with respect to such transfer, (x) the name and address of the Take-Along Buyer and (y) the per share amount and form of consideration NCP-SBG proposes to receive for its shares of Common Stock, (ii) be accompanied by drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer (the "Take- Take-Along Purchase Agreement"), (iii) contain an offer (the "Take-Along Offer") by the Take-Along Buyer to purchase from the other Stockholders all of their shares of Common Stock, on and subject to the same price, terms and conditions offered to NCP-SBG and (iv) state the anticipated time and place of the closing of such transfer (a "Take-Along Closing"), which (subject to such terms and conditions) shall occur not fewer than 15 nor more than 90 days after the date such Take-Along Notice is delivered, provided that if such Take-Along Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG shall be entitled to deliver additional Take-Along Notices with respect to such Take-Along Offer. Upon the request of NCP-SBG, the Company shall provide NCP-SBG with a Stockholder List.

Take-Along Rights. (a) Take-Along Notice. If NCP-SBG intends Subject to the prior application of the provisions of Section 13.3, if, prior to the settlement date of the first Underwritten Public Offering after the date hereof, the holders of more than 50% (a "Controlling Group") of the LLC Units (including LLC Units issuable upon exercise of then exercisable options to purchase LLC Units and such number of Contingent LLC Units as the Board shall determine would be issuable immediately prior to the Section 13.4 Closing (as defined below) pursuant to Sections 1.3, 1.4, 1.5 and 1.6 of the Merger and Exchange Agreement based upon the CERA CAGR (as such term is defined in the Merger and Exchange Agreement) as of the most recent available date prior to such determination), acting jointly, intend to effect a sale or transfer of all of their LLC Units (including such Contingent LLC Units and, if applicable, their Contingent Options) to an unaffiliated third party (a "Take-Along Sale") of all or substantially all of its shares of Common Stock to a Person who is not an Affiliate (a "Take-Along 100% Buyer") prior to a Public Offering and elects elect to exercise its their rights under this Section 2.413.4, then NCP-SBG such Controlling Group shall deliver written notice (a "Take-Along Notice") to the Company and the other StockholdersMembers (collectively, the "Other LLC Unitholders"), which notice shall (ia) state (wi) that NCP-SBG the Controlling Group wishes to exercise its rights under this Section 2.4 13.4 with respect to such transfer, (xii) the name and address of the Take-Along Buyer and 100% Buyer, (yiii) the per share LLC Unit amount and form of consideration NCP-SBG the Controlling Group proposes to receive for its shares of Common Stock, LLC Units and (iiiv) be accompanied by drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer (the "Take- Along Purchase Draft Sale Agreement"), (iiib) contain an offer (the "Take-Along Offer") by the Take-Along 100% Buyer to purchase from the other Stockholders Other LLC Unitholders all of their shares of Common StockLLC Units, Contingent LLC Units and, if applicable, their Contingent Options, on and subject to the same price, terms and conditions offered to NCP-SBG the Controlling Group and (ivc) state the anticipated time and place of the closing of such transfer (a "Take-Along Section 13.4 Closing"), which (subject to such terms and conditions) shall occur not fewer than 15 five days nor more than 90 days after the date such Take-Along Notice is delivered, provided that if such Take-Along Section 13.4 Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG the Controlling Group shall be entitled to deliver additional 66 73 another Take-Along Notices Notice with respect to such Take-Along Offer. Upon the request of NCP-SBGa Controlling Group, the Company shall provide NCP-SBG the Controlling Group with a Stockholder Listcurrent list of the names and addresses of the Other LLC Unitholders.

Take-Along Rights. (a) Take-Along Notice. If NCPSo long as the C&D Fund holds a number of ----------------- shares of Common Stock equal to at least one-SBG third of the Common Stock originally purchased by the C&D Fund at the Closing of the Acquisition (exclusive of shares purchased under the Capital Call Agreement, dated as of February 28, 1994, among the Company, the C&D Fund and Barclays Business Credit, Inc.) if the C&D Fund intends to effect a sale or transfer (a "Take-Along Sale") of all or substantially all of its shares of Common Stock to a Person who is not an Affiliate third party (a "Take-Along 100% Buyer") prior to a Public Offering and elects to exercise its rights under this Section 2.48, then NCP-SBG the C&D Fund shall deliver written notice (a "Take-Take- Along Notice") to the Company and the other StockholdersPurchaser, which notice shall (ia) state (wi) that NCP-SBG the C&D - - Fund wishes to exercise its rights under this Section 2.4 8 with respect to such transfer, (xii) the name and address of the Take-Along Buyer and 100% Buyer, (yiii) the per share -- --- amount and form of consideration NCP-SBG the C&D Fund proposes to receive for its shares of Common Stock, Stock and (iiiv) be accompanied by drafts of purchase and sale documentation setting forth the terms and conditions of payment of such -- consideration and all other material terms and conditions of such transfer (the "Take- Along Purchase Agreement")transfer, (iiib) - contain an offer (the "Take-Along Offer") by the Take-Along 100% Buyer to purchase from the other Stockholders Purchaser all of their shares of Common Stock, its Shares on and subject to the same price, terms and conditions offered to NCP-SBG the C&D Fund and (ivc) state the anticipated time and place of the - closing of such transfer the purchase and sale of the shares (a "Take-Along Section 8 Closing"), which (subject to such terms and conditions) shall occur not fewer than 15 five (5) days nor more than 90 ninety (90) days after the date such Take-Along Notice is delivered, provided that if such Take-Along Section 8 Closing shall not occur prior to the -------- expiration of such 90-day period, NCP-SBG the C&D Fund shall be entitled to deliver additional another Take-Along Notices Notice with respect to such Take-Along Offer. Upon the request of NCP-SBG, the Company shall provide NCP-SBG with a Stockholder List.

Take-Along Rights. A. Subject to the rights of PAG in Section 4.4D, if at any time after the fifth anniversary of the effective date of this Agreement, PAG, PTL and PCP wish to sell all, but not less than all, of the Shares then collectively held by them in one transaction or a series of similar transactions and QEKGS has not delivered the Sale Request to the Stockholders pursuant to Section 4.6(A) (a) a “Control Transaction”), PAG, PTL and PCP may in their sole collective discretion, require each other Stockholder (in such capacity, a “Take-Along Notice. If NCP-SBG intends Stockholder”) to effect a sale or transfer sell all (a "but not less than all) of the Shares then held by it to such purchaser in accordance with this Section 4.4; provided that such Take-Along Sale") of all or Stockholder shall only be required to sell its Shares at the same price per Share and upon substantially all of its shares of Common Stock the same terms as the Stockholders that initiated the “Take-Along” action. B. If PAG, PTL, and PCP elect to a Person who is not an Affiliate (a "exercise their Take-Along Buyer"Right in connection with a Control Transaction, they shall deliver a notice to each Take-Along Stockholder and to the Company, setting forth the terms of the Control Transaction (including the proposed closing date for its consummation, which shall not be fewer than sixty (60) days after the effective date of such notice) and all documents required to be executed by each Take-Along Stockholder to consummate that Control Transaction. Each Take-Along Stockholder shall deliver to PCP, PTL, and PAG at least seven (7) days prior to a Public Offering the proposed closing date, all documents previously furnished to the Take-Along Stockholder for execution in connection with the Control Transaction. If any Take-Along Stockholder fails to deliver these documents and elects the transaction is subsequently consummated, the Company shall cause its books and records to show that the Shares represented by the defaulting Stockholder are bound by the provisions of this section and that Shares held by it shall be transferred only to the third party who purchased the Shares in the Control Transaction. C. PAG, PTL, and PCP shall have one hundred eighty (180) days from the date of its notice referred to above to consummate any Control Transaction and, promptly after such consummation, shall notify the Company and each Take-Along Stockholder to that effect and furnish evidence of the sale (including the time of sale) and of the terms thereof as any Take-Along Stockholder may reasonably request. PAG, PTL, and PCP shall also cause to be remitted to each Take-Along Stockholder the proceeds of the sale attributable to the sale of that Take-Along Stockholder’s Shares not later than the second business day following the sale (subject to any agreed holdbacks or escrows in connection with such sale. If any Control Transaction is not consummated prior to the expiration of the one hundred eighty (180) day period referred to in this section, PAG, PTL, and PCP may not thereafter consummate the proposed Control Transaction and shall return to each Take-Along Stockholder all documents previously delivered to them in connection with that Control Transaction. D. PTL and PCP shall notify PAG not less than thirty (30) days prior to any anticipated exercise of its rights under this Section 2.44.4. Within such thirty (30) day period, then NCP-SBG PAG shall deliver written have the right to make an offer, which must remain open for not less than thirty (30) days, to purchase all, but not less than all, of the Company’s outstanding Shares by giving notice (a "Take-Along Notice") to the Company QEKGS, PTL, and the other StockholdersPCP, which notice shall include the price (ithe “PAG Offer Price”) state and other material terms of such offer. If such offer is accepted by all of QEKGS, PTL, and PCP while the offer is open, QEKGS, PCP and the other Stockholders (wincluding Phoenix) that NCP-SBG wishes shall sell their respective Shares to exercise its rights under this Section 2.4 with respect to PAG, and PAG shall purchase all of such transferShares, (x) at the name PAG Offer Price and address of on the Take-Along Buyer and (y) the per share amount and form of consideration NCP-SBG proposes to receive for its shares of Common Stock, (ii) be accompanied by drafts of purchase and sale documentation setting forth the other terms and conditions set forth in PAG’s notice. The terms of payment any contemplated third party sale, closing procedures and other matters set forth in Sections 4.4B and 4.4C (including as to escrows, holdbacks, and the delivery of such consideration purchase price and all other material terms and conditions of such transfer (Shares to be sold) shall be applicable to the "Take- Along Purchase Agreement"), (iii) contain PAG purchase. If PAG does not exercise its right to make an offer (the "Take-Along Offer") by the Take-Along Buyer to purchase from (or affirmatively declines to make such an offer) within the other Stockholders all thirty (30) day period specified above, or if any of their shares of Common StockQEKGS, on PTL or PCP do not accept PAG’s offer to purchase Shares, PAG, PTL, and subject to the same price, terms and conditions offered to NCP-SBG and (iv) state the anticipated time and place of the closing of such transfer (a "Take-Along Closing"), which (subject to such terms and conditions) shall occur not fewer than 15 nor more than 90 days after the date such Take-Along Notice is delivered, provided that if such Take-Along Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG shall be entitled to deliver additional Take-Along Notices with respect to such Take-Along Offer. Upon the request of NCP-SBG, the Company shall provide NCP-SBG with a Stockholder List.PCP may thereafter for a

Take-Along Rights. (a) Take-Along Notice. If NCP-SBG intends Subject to the prior application of the provisions of Section 13.3, if the holders of more than 50% (a "Controlling Group") of the LLC Units (including LLC Units issuable upon exercise of then exercisable options to purchase LLC Units and such number of Contingent LLC Units as the Board shall determine would be issuable immediately prior to the Section 13.4 Closing (as defined below) pursuant to Sections 1.3, 1.4, 1.5 and 1.6 of the Merger and Exchange Agreement based upon the CERA CAGR (as such term is defined in the Merger and Exchange Agreement) as of the most recent available date prior to such determination), acting jointly, intend to effect a sale or transfer of all of their LLC Units (including such Contingent LLC Units and, if applicable, their Contingent Options) to an unaffiliated third party (a "Take-Along Sale") of all or substantially all of its shares of Common Stock to a Person who is not an Affiliate (a "Take-Along 100% Buyer") prior to a Public Offering and elects elect to exercise its their rights under this Section 2.413.4, then NCP-SBG such Controlling Group shall deliver written notice (a "Take-Along Notice") to the Company and the other StockholdersMembers (collectively, the "Other LLC Unitholders"), which notice shall (ia) state (wi) that NCP-SBG the Controlling Group wishes to exercise its rights under this Section 2.4 13.4 with respect to such transfer, (xii) the name and address of the Take-Along Buyer and 100% Buyer, (yiii) the per share LLC Unit amount and form of consideration NCP-SBG the Controlling Group proposes to receive for its shares of Common Stock, LLC Units and (iiiv) be accompanied by drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer (the "Take- Along Purchase Draft Sale Agreement"), (iiib) contain an offer (the "Take-Along Offer") by the Take-Along 100% Buyer to purchase from the other Stockholders Other LLC Unitholders all of their shares of Common StockLLC Units, Contingent LLC Units and, if applicable, their Contingent Options, on and subject to the same price, terms and conditions offered to NCP-SBG the Controlling Group and (ivc) state the anticipated time and place of the closing of such transfer (a "Take-Along Section 13.4 Closing"), which (subject to such terms and conditions) shall occur not fewer than 15 five days nor more than 90 days after the date such Take-Along Notice is delivered, provided that if such Take-Along Section 13.4 Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG the Controlling Group shall be entitled to deliver additional another Take-Along Notices Notice with respect to such Take-Along Offer. Upon the request of NCP-SBGa Controlling Group, the Company shall provide NCP-SBG the Controlling Group with a Stockholder Listcurrent list of the names and addresses of the Other LLC Unitholders.

Take-Along Rights. (a) Take-Along Notice. If NCP-SBG intends Subject to the prior application of the provisions of Section 13.3, if, prior to the settlement date of the first Underwritten Public Offering after the date hereof, the holders of more than 50% (a "Controlling Group") of the LLC Units (including LLC Units issuable upon exercise of then exercisable options to purchase LLC Units and such number of Contingent LLC Units as the Board shall determine would be issuable immediately prior to the Section 13.4 Closing (as defined below) pursuant to Sections 1.3, 1.4, 1.5 and 1.6 of the Merger and Exchange Agreement based upon the CERA CAGR (as such term is defined in the Merger and Exchange Agreement) as of the most recent available date prior to such determination), acting jointly, intend to effect a sale or transfer of all of their LLC Units (including such Contingent LLC Units and, if applicable, their Contingent Options) to an unaffiliated third party (a "Take-Along Sale") of all or substantially all of its shares of Common Stock to a Person who is not an Affiliate (a "Take-Along 100% Buyer") prior to a Public Offering and elects elect to exercise its their rights under this Section 2.413.4, then NCP-SBG such Controlling Group shall deliver written notice (a "Take-Along Notice") to the Company and the other StockholdersMembers (collectively, the "Other LLC Unitholders"), which notice shall (ia) state (wi) that NCP-SBG the Controlling Group wishes to exercise its rights under this Section 2.4 13.4 with respect to such transfer, (xii) the name and address of the Take-Along Buyer and 100% Buyer, (yiii) the per share LLC Unit amount and form of consideration NCP-SBG the Controlling Group proposes to receive for its shares of Common Stock, LLC Units and (iiiv) be accompanied by drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer (the "Take- Along Purchase Draft Sale Agreement"), (iiib) contain an offer (the "Take-Along Offer") by the Take-Along 100% Buyer to purchase from the other Stockholders Other LLC Unitholders all of their shares of Common StockLLC Units, Contingent LLC Units and, if applicable, their Contingent Options, on and subject to the same price, terms and conditions offered to NCP-SBG the Controlling Group and (ivc) state the anticipated time and place of the closing of such transfer (a "Take-Along Section 13.4 Closing"), which (subject to such terms and conditions) shall occur not fewer than 15 five days nor more than 90 days after the date such Take-Along Notice is delivered, provided that if such Take-Along Section 13.4 Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG the Controlling Group shall be entitled to deliver additional another Take-Along Notices Notice with respect to such Take-Along Offer. Upon the request of NCP-SBGa Controlling Group, the Company shall provide NCP-SBG the Controlling Group with a Stockholder Listcurrent list of the names and addresses of the Other LLC Unitholders.