Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. Prior to a Qualified IPO, in the event that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions).

Drag-Along Rights. Prior to a Qualified IPO, in (a) In the event that Bxxxxx proposes the Shareholders or the Investors receive an offer from any Person to transfer (other purchase all, but not less than a Permitted Transfer) Securities representing more than sixty-percent (60%) all, of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock (including shares issuable upon exercise of any all outstanding options granted pursuant and Warrants) or the Company receives an offer to any employeesell or otherwise dispose of all or substantially all of its assets or to merge with or into or consolidate with another Person and the Board of Directors have accepted and approved such offer, officer and received an opinion from a nationally-recognized investment banking firm to the effect that such offer is fair from a financial point of view to the Company and its Shareholders, then each Initial Shareholder, each Management Shareholder, each Investor, the Trustees and the Escrow Agent shall be obligated to and shall upon the written request of the Board of Directors: (i) sell, transfer and deliver, or director benefit plan or arrangement, including the Options) such Securities cause to be sold, transferred free and clear of delivered, to the purchaser or acquiror ("Buyer"), all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise then owned by each of any options granted pursuant to any employee, officer or director benefit plan or arrangement, them (including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell for this purpose all of the Securities held by shares that then presently or as a result of any such member transaction may be acquired upon the exercise of options and Warrants (net of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted price therefor)) on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically substantially identical terms (with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, appropriate adjustments to reflect the comparative economics conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities, as well as the relative preferences and priorities of any preferred stock then outstanding); and (ii) execute and deliver such Securitiesinstruments of conveyance and transfer, on terms no less favorable than other Shareholders or the Investors, and take such other action, including voting such shares of Common Stock in favor of any such transaction and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Board of Directors and Buyer may reasonably require in order to carry out the terms and provisions of this Subsection 3.4; provided, further, PROVIDED that no Holder party hereto shall be required to make execute any representations indemnity or warranties similar agreement rendering such party personally liable for any amount in excess of the proceeds to be received by such Person from such transaction; PROVIDED, FURTHER, that, notwithstanding the foregoing, no Investor shall be obligated to transfer any Common Stock or Warrants or other securities of the Company beneficially owned or held of record by it pursuant to this Subsection 3.4 or otherwise to comply with this Subsection 3.4 unless each of the following conditions is satisfied: (A) the closing of the proposed transaction occurs after the second anniversary of the Date of Issuance, (B) the sum of (x) the gross proceeds to be received by such Investor from the proposed transaction plus (y) the total amount of interest and principal actually received by such Investor after the Date of Issuance and through the date of the proposed transaction on the Notes held by it would allow such Investor to realize a so called "cash-on-cash return" of at least $100,000,000, (C) the terms of such transaction applicable to any Common Stock beneficially owned or held of record by the Initial Shareholders or the Management Shareholders are no more or less favorable than the terms of such offer applicable to the Common Stock or Warrants beneficially owned or held of record by the Investors (including with respect to the amount and nature of consideration and time of receipt thereof), and (D) the Initial Shareholders, the Management Shareholders and their respective Permitted Transferees receive no benefits in connection with such sale transaction other than representations and warranties as to (i) such Holder’s ownership payment for their respective shares of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws Common Stock on the same basis as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Investors.

Drag-Along Rights. Prior (a) If, at any time during the term of this Agreement, HealthSouth proposes to Transfer to a Qualified IPOPerson, in the event that Bxxxxx proposes to transfer (other than to an Affiliate of HealthSouth, by means of one transaction or a Permitted Transfer) Securities representing series of related transactions, including pursuant to a merger or consolidation involving the Company, Shares that constitute more than sixty-percent (60%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-fifty percent (50%) of the fully-diluted Common Stock then held number of Shares owned by HealthSouth on the Brazos Groupdate of the proposed Transfer (or, Brazos in the case of a series of related transactions, on the date of the first proposed Transfer), HealthSouth shall have the right (but not the obligation), upon not less than twenty (20) Business Days’ prior written notice of such proposed sale (the “Purchase Notice”), which notice shall include all of the material terms and conditions of such proposed sale and which shall identify the proposed purchaser(s) of such Shares (“Drag-Along Purchaser(s)”), to require each other Stockholder to sell to the Drag-Along Purchaser(s) that number of Shares (“Call Shares”) equal to the product, rounded down to the nearest whole number, of (a) a fraction, the numerator of which is the total number of Shares proposed to be sold by HealthSouth and the denominator of which is the total number of Shares owned by HealthSouth on the date of the proposed Transfer (or, in the case of a series of related transactions, on the date of the first proposed Transfer), multiplied by (b) the number of Shares then owned by such Stockholders. If HealthSouth shall elect to require the Stockholders to sell Shares pursuant to the foregoing in this Section 3.05(a), HealthSouth shall arrange for such Drag-Along Purchaser(s) to purchase the Call Shares at the same time, and upon the same terms and conditions (other than any non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fullycompetition, non-diluted Common Stock then held by the Brazos Group solicitation and non-hire covenants), as set forth above) to transfer a portion of HealthSouth sells its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangementShares, including the Options) such Securities any indemnification or holdback. Subject to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member upon receipt of the MassMutual Group mayPurchase Notice, in its individual discretionthe Stockholders shall cooperate with HealthSouth and otherwise take, elect or cause to sell be taken, all actions and do, or cause to be done, all things reasonably necessary or appropriate to enter into, consummate and make effective the sale and purchase of the Securities held by such member of Call Shares, together with HealthSouth’s Shares being so Transferred. Notwithstanding any provision hereof to the MassMutual Group contrary, from and after the number of Securities date on which HealthSouth consummates a Transfer subject to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; providedthis Section 3.05, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) the Stockholder shall have no rights of a Stockholder with respect to the Call Shares sold and purchased in such Holder’s ownership of its Securities to be transferred being free transaction and clear of all liens, (ii) the Stockholder shall not seek, nor shall the Company have any obligation, to enforce any such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining right with respect to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Call Shares.

Drag-Along Rights. Prior If Elandia proposes to sell, in a single transaction or a series of transactions, any Units now or hereafter owned by Elandia in a bona fide transaction to a Qualified IPOPurchaser, or any interest in such Units, whether voluntarily or by operation of law, to an unaffiliated third party (the event that Bxxxxx proposes to transfer “Approved Sale”), Elandia shall give prompt written notice (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above“Sale Notice”) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to Remaining Members setting forth: (i) such Holder’s ownership the name and address of its Securities the party to be transferred being free and clear of all lienswhich Elandia proposes to sell the Units, (ii) such Holder’s power the number of Units Elandia proposes to sell, (iii) the consideration per Unit to be delivered to Elandia for the proposed sale, and authority (iv) all other material terms and conditions of the proposed sale, which must be bona fide. Subject to effect such transfer the Remaining Members’ Right of First Refusal under Section 11.4 above, by so indicating in the Sale Notice, Elandia shall be entitled to require the Remaining Members to sell to the Qualified Purchaser in the same transaction all of their Units and rights to acquire Units (or, if Elandia is selling less than all of its Securities Units, a percentage of the Remaining Members’ Units and rights to acquire Units equivalent to the percentage of Units and rights to acquire Units to be sold by Elandia), on the same terms and conditions set forth in the Sale Notice. Each of the Members agrees that the consideration payable to the Remaining Members for his or its Units will be the same amount to be received by Elandia for its Units (calculated as though all of the Series A Preferred Units held by Elandia had been converted into Common Units). Without limiting the generality of the foregoing, and assuming the Remaining Members do not exercise their Right of First Refusal, the Remaining Members (i) will consent to, and raise no objections against, the Approved Sale, (ii) shall vote in favor of such transaction and enter into all agreements deemed necessary by the Board to effectuate the same and act in all other respects requested by the Board in order to effectuate the same, and (iii) such matters pertaining to such Holder’s compliance will take all necessary and desirable actions in connection with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member consummation of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Approved Sale.

Drag-Along Rights. Prior to (a) At any time commencing on or after May 1, 2014, if one or more Shareholders (for the purposes of this Section 2.11, the “Initiating Shareholders”) owning at least a Qualified IPOmajority of the issued and outstanding Share Capital of the Company (on a fully-diluted basis counting all issued options, warrants and convertible securities) may, in connection with a bona fide cash offer (a “Drag-Along Offer”) by a third party who is not an Affiliate of the event that Bxxxxx proposes Company or any Shareholders (for the purposes of this Section 2.11, a “Third Party”) to transfer acquire all of the then outstanding Shares or all or substantially all of the assets or businesses of the Company (no matter how the transaction may be structured), require each other Shareholder (each a “Drag-Along Shareholder”) to sell to such Third Party all of the Shares then held by such Shareholder or to vote their Shares in favor of such transaction if other than a Permitted Transfersale of Shares as provided below; provided, however, that: (i) Securities representing more than sixtythe Drag-percent Along Shareholders shall not be obligated to execute and deliver any document which (60%A) requires such to make representations or warrants regarding any aspect whatsoever of the business or prospects of the Company and/or its Subsidiaries, provided that such Drag-Along Shareholders (so long as the Initiating Shareholders do at least the same), shall make representations and warranties to the effect that (x) such Drag-Along Shareholder is the legal and beneficial owner(s) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, sold in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Groupsale, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, claims, security interests, restrictions, agreements of sale or other encumbrances (iiother than any imposed by this Agreement, as amended and restated, and (y) such Holder’s Drag-Along Shareholder has the capacity or power and authority to effect such transfer of its Securities and sale), (iiiB) would subject such matters pertaining to restrictive covenants, or (C) requires such Holder’s compliance with securities laws Drag-Along Shareholder to be obligated for any indemnification or other obligations other than (so long as the purchaser may reasonably require; providedInitiating Shareholders do at least the same) (1) the obligation to join on a pro-rata basis (but not on a joint and several basis), further, no Holder which is a member based on its respective share of the MassMutual Group shall be required to accept consideration pursuant to an exercise aggregate proceeds paid by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder purchaser in such sale (except for fraudbut only up to the amount of net proceeds actually received by such Drag-Along Shareholder in the sale), intentional misconduct or in any indemnification that the Initiating Shareholders have agreed to, and (2) any such obligations that relate specifically to a particular Shareholder such as indemnification with respect to representations and warranties given by a Shareholder regarding such Shareholder’s title to and ownership; (ii) if the Initiating Shareholders elect to exercise their rights under this Section 2.11(a), such Drag-Along Shareholder receives cash in such sale. If the Initiating Shareholders elect to exercise their right to compel a sale pursuant to this Section 2.11, the Initiating Shareholders will cause a written notice of the Drag-Along Offer (the “Drag-Along Notice”) to be delivered to each of the other customary exceptions)Shareholders, setting forth the aggregate consideration, the identity of the Third Party and the other principal terms and conditions thereof.

Drag-Along Rights. Prior to (a) If the Xxxxxxxx Entity approves a Qualified IPO, in the event that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) Sale of the fully-diluted Common Stock then held by Business to unaffiliated Third Party or Third Parties, all Series A Members entitled to consent thereto shall consent to and raise no objections against the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage Sale of the total fullyBusiness (such a transaction, a “Drag-diluted Common Stock held by such Holder Along Transaction”). If the Drag-Along Transaction is structured as the Securities being disposed of by the Brazos Group represents (i) a merger, conversion, Unit exchange or consolidation of the total fully-diluted Common Stock held by the Brazos Group (excludingCompany, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear a sale of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) or substantially all of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member assets of the MassMutual Group (but no other Holders unless Brazos proposes Company, each Series A Member entitled to transfer Securities representing more than sixty percent (60%) vote thereon shall vote in favor of the fullyDrag-diluted Common Stock then held by the Brazos Group as set forth aboveAlong Transaction and shall waive any appraisal rights or similar rights in connection with such merger, conversion, Unit exchange, consolidation or asset sale, or (ii) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear sale of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth aboveSeries A Units, each member of the MassMutual Group may, in its individual discretion, elect Series A Member shall agree to sell all of his or its Series A Units on the Securities held by terms and conditions of such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a proDrag-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respectsAlong Transaction; provided, however, that the purchase price payable for Securities Drag-Along Transaction may only be structured as a sale of all the Series A Units if the Xxxxxxxx Entity holds a majority of the Series A Units outstanding immediately prior to such Drag-Along Transaction, or (iii) a sale of a Holder that are not majority of the same as Series A Units, each Series A Member shall agree to sell on the Securities being sold terms and conditions of such Drag-Along Transaction a portion of his or its Series A Units equal to the Pro Rata Portion of the Units to be Disposed of in such Drag-Along Transaction other than the Series A Units to be Disposed of by the Brazos Group Xxxxxxxx Entity. The Series A Members shall promptly take all necessary and desirable actions requested by the Xxxxxxxx Entity in connection with the consummation of the Drag-Along Transaction, including the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide customary representations, warranties, indemnities, and escrow/holdback arrangements relating to such Drag-Along Transaction (subject to Sections 7.5(c)(iv) and 7.5(c)(v) below), in each case to the extent that each other Member is similarly obligated, and (B) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth in Section 7.5(c) below. Without limiting the foregoing, each holder of Series A Units and Series B Units entitled to proceeds from such Drag-Along Transaction shall be adjustedobligated to join on a several basis, as appropriatein proportion of the proceeds received, in any indemnification or other obligations that the Xxxxxxxx Entity agrees to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations provide or warranties undertake in connection with such sale Sale of the Business (other than any such obligations that relate specifically to a particular Member, such as indemnification with respect to representations and warranties as given by a Member regarding such Member’s title to (i) such Holder’s and ownership of its Securities Series A Units). The Series A Members shall be permitted to sell their Series A Units pursuant to any Drag-Along Transaction without complying with any other provisions of this Article 7. A Series A Member’s “Pro Rata Portion” shall be transferred being free and clear based upon such Series A Member’s proportionate ownership of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as Series A Units owned by the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities Series A Members other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rightsXxxxxxxx Entity. Genesis Energy, preemptive rights LLC Amended and registration rights granted pursuant to the Stockholders Restated Limited Liability Company Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions).

Drag-Along Rights. Prior So long as this Agreement or the ------------------ Stockholders Agreement shall remain in effect and the Vestar Member (and its Affiliates) has more Allocated Shares allocated to it than the aggregate number of Allocated Shares allocated to the Xxxx Members or their Permitted Transferees, if the Vestar Member or any of its Affiliates receives an offer from a Third Party to purchase (whether pursuant to a Qualified IPOsale of stock, a merger or otherwise) all, but not less than all, of the Allocated Shares allocated to the Vestar Member and its Affiliates (other than shares, if any, not being purchased in order to preserve the availability of recapitalization accounting treatment) and such offer is accepted by the Vestar Member or such Affiliate, then each Member other than the Vestar Member hereby agrees that it will, if requested by the Vestar Member, allow the LLC to Transfer all the Allocated Shares allocated to such Member to such Third Party on the terms of the offer so accepted by the Vestar Member, including making the same representations, warranties, covenants, indemnities and agreements that the Vestar Member agrees to make (except that, in the event that Bxxxxx proposes case of representations and warranties pertaining specifically to transfer (the Vestar Member, each other than a Permitted Transfer) Securities representing more than sixty-percent (60%) of Member shall make the fully-diluted Common Stock then held by the Brazos Groupcomparable representations and warranties pertaining specifically to itself, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPOexcept that, in the event case of covenants or agreements capable of performance only by certain Members, such covenants or agreements shall be made only by such certain Members, and provided that Brazos proposes all representations, warranties, covenants, agreements and indemnities made by the Members pertaining specifically to transfer themselves shall be made by each of them severally and not jointly and provided further that each Member shall be severally (other than but not jointly) liable for breaches of representations, warranties, covenants and agreements of or (in the case of representations and warranties) pertaining to the LLC, or Parent or its subsidiaries, as the case may be, and for indemnification obligations arising out of or relating to any such breach or otherwise pertaining to the LLC, the Parent or its subsidiaries, on a Permitted Transfer) Securities representing more than fifty-percent (50%) pro rata basis, such liability of each such Member not to exceed such Member's pro rata portion of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member gross proceeds of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)sale.

Drag-Along Rights. Prior (i) If the Stockholders holding a majority of the voting power of the Shares (the "Sale Majority") approve a bona tide sale or exchange, whether directly or pursuant to a Qualified IPOsale, in the event that Bxxxxx proposes to transfer (merger, consolidation or other than a Permitted Transfer) Securities representing more than sixty-percent (60%) business combination, of all or substantially all of the fullyShares to a Third-diluted Common Stock Party Purchaser (a "Drag-Along Event"), then held by the Brazos Group, Brazos Stockholders comprising a part of the Sale Majority shall have the right right, subject to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member provisions of this Section 3.1(g) ("Drag-Along Rights"), to require all of the MassMutual Group other Stockholders (the "Drag-Along Stockholders" and the number each individually a "Drag-Along Stockholder") to (A) if such Drag-Along Event is structured as a sale of Securities Shares, sell, Transfer and deliver or cause to be sold pursuant sold, Transferred and delivered to such exercise Third-Party Purchaser all Shares and Common Stock Equivalents owned by Brazos of its drag along rights by persons that are not members the Drag-Along Stockholders or (B) if such Drag-Along Event is structured as a merger, consolidation or other business combination requiring the consent or approval of the MassMutual Group shall be adjusted on a proDrag-rata basis to accommodate Along Stockholders, vote their Shares in accordance with the sales by the members written instructions of the MassMutual Group. The securities sold by Stockholders comprising a part of the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price Sale Majority in favor thereof, and otherwise treated identically with consent to and raise no objection to such transaction, and waive any dissenters' rights, appraisal rights or similar rights which the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties Drag-Along Stockholders may have in connection with therewith; and, in any such sale other than representations and warranties as event, subject to (i) such Holder’s ownership the provisions of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and subsection (iii) such matters pertaining of this Section 3.1(g), the Drag-Along Stockholders shall agree to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be bound by the same terms, provisions and conditions in proportion respect of the Drag-Along Event. The provisions of Section 3.1 (f) shall not apply to and any transaction to which this Section 3.1(g) applies to the extent the Stockholders comprising a part of the Sale Majority shall have in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptionsfact exercised their Drag-Along Rights under this Section 3.1(g).

Drag-Along Rights. Prior (a) If, prior to any Initial Public Offering, a Sponsor Shareholder (or group of Sponsor Shareholders) (the “60% Seller”) proposes to Transfer, in a bona fide arm’s-length transaction or series of related transactions, to a Qualified IPOPerson not affiliated with such Sponsor Shareholder (or group of Sponsor Shareholders), in at least 60% of the event that Bxxxxx voting power with respect to the election of directors of then-outstanding Common Shares, including pursuant to a sale, merger, business combination, recapitalization, consolidation, reorganization, restructuring or similar transaction, the 60% Seller shall have the option (a “Drag-Along Right”), exercisable upon ten (10) business days’ prior written notice to the Management Shareholders, to require the Management Shareholders to sell a number of their Common Shares equal to (1) the total number of Common Shares, owned by such Management Shareholder, multiplied by (2) a fraction (i) the numerator of which is the number of Common Shares the 60% Seller proposes to transfer Transfer to the Proposed Transferee and (other than a Permitted Transferii) Securities representing more than sixty-percent (60%) the denominator of which is the fully-diluted total number of Common Stock then Shares held by the Brazos Group, Brazos shall have 60% Seller; provided that the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise sale price of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event Class B Share that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities is required to be sold pursuant according to such exercise by Brazos Drag-Along Right shall equal the Fair Market Value of its drag along rights by persons that are not members each such Class B Share on the date of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales anticipated consummation of such sale contemplated in this Section 5 as determined by the members Board prior to such sale. For the avoidance of the MassMutual Group. The securities sold doubt, nothing in this Section 5 shall cause any unvested Restricted Shares or unvested options to acquire Restricted Shares to become vested or exercisable and any requirement by the Holders pursuant 60% Seller for a Management Shareholder to an exercise by Brazos sell a number of its drag-along rights their Common Shares shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, apply only to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)fully vested Common Shares.

Drag-Along Rights. Prior to a Qualified IPO(a) At any time, Rineon or any Permitted Transferee of Rineon (for the purposes of this Section 3.10, the “Initiating Shareholders”) may, in connection with a bona fide offer (a “Drag-Along Offer”) by a third party who is not an Affiliate of the event that Bxxxxx proposes Company or any Shareholder (for the purposes of this Section 3.10, a “Third Party”) to transfer acquire for value all of the then outstanding Shares or all or substantially all of the assets or businesses of the Company (no matter how the transaction may be structured), require NatProv and all other Shareholders (each a “Drag-Along Shareholder”) to sell to such Third Party all of the Shares then held by such Shareholder or to vote their Shares in favor of such transaction if other than a Permitted Transfersale of Shares as provided below; provided, however, that: (i) Securities representing more than sixtythe Drag-percent Along Shareholders shall not be obligated to execute and deliver any document which (60%A) requires the Drag-Along Shareholders to make representations or warrants regarding any aspect whatsoever of the business or prospects of the Company and/or its Subsidiaries, provided that such Drag-Along Shareholders (so long as the Initiating Shareholders do at least the same), shall make representations and warranties to the effect that (x) such Drag-Along Shareholder is the legal and beneficial owner(s) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, sold in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Groupsale, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, claims, security interests, restrictions, agreements of sale or other encumbrances (iiother than any imposed by this Agreement, as amended and restated, and (y) such Holder’s Drag-Along Shareholder has the capacity or power and authority to effect such transfer of its Securities and sale), (iiiB) would subject such matters pertaining Drag-Along Shareholder to restrictive covenants, or (C) requires such Holder’s compliance with securities laws Drag-Along Shareholder to be obligated for any indemnification or other obligations other than (so long as the purchaser may reasonably require; providedInitiating Shareholders do at least the same) (1) the obligation to join on a pro-rata basis (but not on a joint and several basis), further, no Holder which is a member based on its respective share of the MassMutual Group shall be required to accept consideration pursuant to an exercise aggregate proceeds paid by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder purchaser in such sale (except for fraudbut only up to the amount of net proceeds actually received by such Drag-Along Shareholder in the sale), intentional misconduct in any indemnification that the Initiating Shareholders have agreed to, and (2) any such obligations that relate specifically to a particular Shareholder such as indemnification with respect to representations and warranties given by a Shareholder regarding such Shareholder’s title to and ownership of Shares; (ii) if the Initiating Shareholders elect to exercise their rights under this Section 3.10(a), the Drag-Along Shareholders receive either cash or marketable securities (i.e., securities that are actively publicly traded on the NYSE, NYSE Alternext Exchange, NASDAQ or similar exchange or quotation system) in such sale. If the Initiating Shareholders elect to exercise their right to compel a sale pursuant to this Section 3.10, the Initiating Shareholders will cause a written notice of the Drag-Along Offer (the “Drag-Along Notice”) to be delivered to each of the other customary exceptions)Shareholders, setting forth the aggregate consideration, the identity of the Third Party and the other principal terms and conditions thereof.

Drag-Along Rights. Prior If BLUM xxx/or its Affiliates (in such capacity, the "Dragging Party") agree to Transfer to a Qualified IPO, in the event that Bxxxxx proposes to transfer Third Party or a group of Third Parties (other than in a Permitted Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM xxx its Affiliates at the time of such Transfer, then each of the Non-BLUM Xxxties hereby agrees that, if requested by the Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) Securities representing more than sixty-percent as to be paid and given to the Dragging Party, the same portion (60%as determined by the immediately succeeding sentence) of such Non-BLUM Xxxty's Restricted Securities as is being Transferred by BLUM xxx its Affiliates. Each Non-BLUM Xxxty can be required to sell pursuant to this Section 2.5 that number of Restricted Securities equal to the fully-diluted product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock then held to be Transferred by BLUM xxx its Affiliates and (B) the Brazos Group, Brazos shall have denominator of which is the right to require each non-selling Holder to transfer a portion aggregate number of shares of Common Stock owned by BLUM xxx its Securities which represents Affiliates at the same percentage time of the total fully-diluted Transfer by (ii) the aggregate number of shares of Common Stock held owned by such Holder as the Securities being disposed of by the Brazos Group represents of the total fullyNon-diluted Common Stock held by the Brazos Group BLUM Xxxty (excluding, including for these purposes of such calculation, any all shares of Common Stock issuable upon exercise exercise, exchange or conversion of other Equity Securities). The Dragging Party will give notice (the "Drag-Along Notice") to each of the Non-BLUM Xxxties of any options granted proposed Transfer giving rise to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Xxxties may reasonably request in order to evaluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Xxxties shall be obligated only to (i) make representations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such representations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or agreements of the selling Securityholders that survive the closing of such transaction and do not relate to Ownership of Restricted Securities; provided, however, that in no event shall any Non-BLUM Xxxty's liabilities exceed the total net proceeds from such Transfer received by such Non-BLUM Xxxty; provided, further that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to BLUM x xertificate signed by the FS Entities certifying in good faith that they (x) do not desire to Transfer any of the Restricted Securities beneficially owned by them in the proposed Transfer set forth in the Drag-Along Notice and (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM xxx not otherwise delivered a Drag-Along Notice with respect thereto, and (iii) agree to pay their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any employeeother Transfer. If BLUM xxxroves (i) any merger, officer consolidation, amalgamation or director benefit plan other business combination involving the Company or arrangement, including any of its Subsidiaries or (ii) the Options) such Securities to be transferred free and clear sale of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Groupbusiness or assets of, Brazos shall have the right to require each non-selling member or substantially all of the MassMutual Group assets of, the Company or any of its Subsidiaries (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) any of the fully-diluted Common Stock foregoing events, a "Transaction"), then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage each of the total fullyNon-diluted BLUM Xxxties agrees to vote all shares of Common Stock held by it or its Affiliates to approve such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, Transaction and not to exercise any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer appraisal or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along dissenters' rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant available to such exercise by Brazos Non-BLUM Xxxties under any rule, regulation, statute, agreement among the stockholders, the Certificate of its drag along rights by persons that are not members of Incorporation, the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations Bylaws or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)otherwise.

Drag-Along Rights. Prior If at any time prior to a Qualified the IPO, a bona fide offer (a "Bona Fide Offer") is made by an independent third party to purchase all or substantially all of the Company's assets or equity securities, then if the Bona Fide Offer is received by a Securityholder, that Securityholder shall promptly notify the Company in writing of the event that Bxxxxx proposes to transfer terms, including price, and conditions of the Bona Fide Offer. Upon receipt of the notice from the Securityholder or, if the Bona Fide Offer is received by the Company directly from the independent third party, the Company, promptly shall notify (other than a Permitted Transferthe "Company Notice") Securities representing more than sixtythe Securityholders in writing of the Bona Fide Offer, specifying the terms, including price, and conditions of the Bona Fide Offer. The Securityholders owning at least two-percent thirds (60%2/3) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to on a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held basis owned by all of the Brazos Group, Brazos Securityholders on the date of the Bona Fide Offer (the "Two-Thirds Interest") shall have the right option (the "Option"), for a period of thirty (30) days from the date of receipt of the Company Notice, to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes Company and the Securityholders to transfer Securities representing more than sixty percent (60%) of accept the fully-diluted Common Stock then held by Bona Fide Offer; provided, however, that the Brazos Group as set forth above) Company may elect instead to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell acquire all of the Securityholders' Securities held (the "Securityholders' Equity") on the same terms, including price, and subject to the same conditions as specified in the Bona Fide Offer (except that the consideration payable to the Securityholders shall be cash). Any election by such member of the MassMutual Group and the number of Securities to be sold Company pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group this Section 7(b) shall be adjusted on at the direction of a protwo-rata basis to accommodate the sales by thirds majority of the members of the MassMutual GroupBoard of Directors of the Company (the "Board")(with the Securityholders' Board representatives abstaining from any such vote to the extent that they or their affiliates are party to the Option election). Should the Two-Thirds Interest desire to exercise the Option, they shall notify the Company (the "Securityholders' Notice") in writing of their exercise of the Option prior to the expiration of the aforementioned thirty (30) day period. The securities sold by Company shall have thirty (30) days from the Holders pursuant date of receipt of the Securityholders' Notice to elect whether to acquire the Securityholders' Equity or accept the Bona Fide Offer. If the Company declines to acquire the Securityholders' Equity, the Securityholders hereby agree to effect the sale of their Securities (or, if the transaction is an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriateasset sale, to reflect effect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (iasset sale) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders AgreementBona Fide Offer. Any obligations If the Company elects to acquire the Securityholders' Equity, it shall consummate the acquisition of the Holders arising under Securityholders' Equity on or before the definitive documentation for period expiring ninety (90) days from the date of the Company Notice. If the Company shall fail to consummate the acquisition of the Securityholders' Equity on or prior to the expiration of such sale period, then the Company and the Securityholders shall accept the Bona Fide Offer. If, however, the Bona Fide Offer has been withdrawn prior to such date due to the Company's inability to timely consummate the acquisition of the Securityholders' Equity, then the Securityholders shall have the election, in accordance with the procedures set forth herein, to require the Company and the Securityholders to accept the next Bona Fide Offer without the option of the Company to acquire the Securityholders' Equity in lieu of accepting the Bona Fide Offer. The acquisition by the Company of the Securityholders' Equity shall be several and shall relate to for cash consideration. If the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of Bona Fide Offer is accepted, the Brazos Group and Securityholders shall be in proportion entitled to and in an amount no greater than receive the net same form of consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)as the Company's Other Securityholders.

Drag-Along Rights. Prior If(a) a majority of the members of the Company’s Board of Directors and (b) the Requisite Investors approve a sale of Company or all or substantially all of Company’s assets, whether by means of a merger, consolidation, sale of stock or assets or otherwise (a “Sale of the Company”), all Investors and Holders shall consent to and vote their Shares in favor of the Sale of the Company, and if the Sale of the Company is structured as (i) a merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, each Investor and Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) a sale of the stock of the Company, the Investors and Holders shall agree to sell their Shares on the terms and conditions approved by (x) a majority of the members of the Company’s Board of Directors and (y) the Requisite Investors; provided, however, that, (A) all proceeds from such Sale of the Company shall be payable to the holders of the Company’s Stock in accordance with the Certificate of Incorporation, including, without limitation, Article 4B, Paragraph 3 thereof, which entitles the holders of Convertible Preferred Stock to a Qualified IPOliquidation preference payment and other rights set forth therein, in except that, at the event that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) discretion of the fully-diluted Common Stock then held by the Brazos GroupCompany’s Board of Directors, Brazos shall have the right to require each non-selling Holder to transfer a portion holders of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise that are unvested on the date that the Sale of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPOCompany is consummated may receive, in lieu of proceeds from the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) Sale of the fully-diluted Company and in exchange for their unvested shares of Common Stock then held by the Brazos GroupStock, Brazos shall have the right unvested securities or options to require each non-selling member acquire securities of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) entity surviving the Sale of the fully-diluted Common Stock then held by the Brazos Group Company on an equitable basis, (B) except as set forth above) to transfer a portion in the preceding clause (A), the terms of its Securities which represents the same percentage such Sale of the total fully-diluted Common Company applicable to holders of shares of each series of Convertible Preferred Stock, in their capacities as holders thereof, shall be no less favorable than the terms applicable to the holders of all other series of Convertible Preferred Stock held by in their capacities as holders thereof and (C) if the Requisite Investors are given the option to choose the form of consideration to be received in such member Sale of the MassMutual Group as Company on its Stock, the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities obligations of a Holder that are not or other Investor to approve the Sale of the Company under this Section 6 shall be conditioned upon it having received the same as option. Each Holder and Investor hereby irrevocably constitutes and appoints the Securities being sold by the Brazos Group shall be adjustedCompany and any representative or agent thereof, with full power of substitution, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection its true and lawful attorney-in-fact with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s full irrevocable power and authority in the place and stead of such Holder or Investor and in the name of such Holder or Investor or in its own name, for the purpose of carrying out the terms of this Section 6, to effect such transfer of its Securities take any and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above all appropriate action and to execute any post closing indemnification and all documents and instruments which may be necessary or similar post closing obligations imposed upon members desirable to accomplish the purposes of the Brazos Group this Section 6. Such Holder and Investor hereby ratifies all that said attorneys shall lawfully do or cause to be in proportion to and in an amount no greater than the net consideration received done by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)virtue hereof.

Drag-Along Rights. Prior (a) Subject to a Qualified IPO, in Section 5.1(b) below and the event that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%prior approval of the holders of Preferred Stock as contemplated by Article IV(C)(5) of the fully-diluted Common Stock then held by Restated Certificate, if the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer holders of at least a portion of its Securities which represents the same percentage majority of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any outstanding shares of Common Stock issuable upon exercise and Preferred Stock (voting together as a single class, and on an as-converted to Common Stock basis), approve a sale of any options granted pursuant the Company or all or substantially all of the Company’s assets, whether by means of a merger, consolidation, sale of stock or assets or otherwise (a “Sale of the Company”), then all Preferred Holders and Common Holders shall consent to any employeeand vote their shares of Preferred Stock and Common Stock in favor of the Sale of the Company, officer and if the Sale of the Company is structured as (i) a merger or director benefit plan consolidation of the Company, or arrangement, including the Options) such Securities to be transferred free and clear a sale of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) or substantially all of the fully-diluted Company’s assets, each Common Stock then held by the Brazos GroupHolder and Preferred Holder shall waive any dissenters’ rights, Brazos shall have the right to require each non-selling member appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) a sale of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) stock of the fully-diluted Company, the Preferred Holders and Common Stock then held by the Brazos Group as set forth above) Holders shall agree to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any sell their shares of Common Stock issuable upon exercise on the terms and conditions approved by such holders of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member at least a majority of the MassMutual Group mayoutstanding shares of Common Stock and Preferred Stock (voting together as a single class, in its individual discretionand on an as-converted to Common Stock basis). Each Common Holder and Preferred Holder hereby irrevocably constitutes and appoints the Company and any representative or agent thereof, elect to sell all with full power of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjustedsubstitution, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection its true and lawful attorney-in-fact with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s full irrevocable power and authority in the place and stead of such Common Holder and Preferred Holder and in the name of such Common Holder or in its own name, for the purpose of carrying out the terms of this Section 5, to effect such transfer of its Securities take any and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above all appropriate action and to execute any post closing indemnification and all documents and instruments which may be necessary or similar post closing obligations imposed desirable to accomplish the purposes of this Section 5. Such Common Holder and Preferred Holder hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. The rights under this Section 5 shall expire upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Company’s Initial Public Offering.

Drag-Along Rights. Prior If at any time Voting Members holding 65% of the outstanding Units with Governance Rights (each such holder, a “Control Seller” and collectively the “Control Sellers”) approve a Sale of the Company (an “Approved Sale”), then, without any further action or approval by the Board of Directors, each Member who is not a Control Seller (each, a “Non-Control Seller”), shall consent to and raise no objections against the Approved Sale or the process by which the Approved Sale is undertaken, and if the Approved Sale is structured as a Qualified IPOsale of Units, each Non-Control Seller shall, if requested by the Control Sellers, sell or otherwise Transfer their Units or any portion thereof if requested on the terms and conditions approved by the Control Sellers. Each Non-Control Seller shall promptly take all actions deemed necessary or desirable (in the event that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) sole judgment of the fully-diluted Common Stock then held by Control Sellers) in connection with, and to facilitate the Brazos Groupconsummation of, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangementApproved Sale, including the Options) such Securities to be transferred free and clear execution of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held agreements and instruments as requested by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liensControl Sellers. Notwithstanding Without limiting the foregoing, in (a) if the event Brazos exercises its drag-along rights Approved Sale is structured as set forth abovea merger, consolidation, joint venture or similar transaction, each member Non-Control Seller shall vote in favor of such transaction and waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation, and (b) if the MassMutual Group mayApproved Sale is structured as a sale or exchange of Units, in its individual discretion, elect each Non-Control Seller shall agree to sell all or exchange a number of the Securities held by such member of the MassMutual Group and Units equal to the number of Securities Units such Non-Control Seller owns or has a right to be sold pursuant to such exercise acquire multiplied by Brazos a fraction, the numerator of its drag along rights by persons that are not members which is the number of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities Units being sold by the Brazos Group Control Sellers and the denominator of which is the number of Units owned by the Control Sellers immediately prior to the sale, on the terms and conditions approved by the Control Sellers and upon which the Control Sellers agree to sell or exchange the Units held by such Control Sellers. The Company shall use reasonable efforts to notify the Non-Control Sellers in all respectswriting not less than thirty (30) days prior to the proposed consummation of an Approved Sale; provided, however, that each Non-Control Seller agrees not to directly or indirectly (without the purchase price payable for Securities prior written consent of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjustedCompany) disclose to any other Person (other than to such Non-Control Seller’s legal counsel in confidence, as appropriate, otherwise necessary to reflect the comparative economics of protect such Securities; provided, further, that no Holder shall be Non-Control Seller’s rights under this Agreement or as otherwise required to make by law) any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining information related to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member potential Sale of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Company.

Drag-Along Rights. Prior (a) If any Stockholder, or two (2) or more Stockholders acting in concert with respect to the Transfer of their shares of Common Stock, and such Stockholder’s or Stockholders’ respective Affiliates (the “Selling Stockholder(s)”) that collectively own at least a majority of the then outstanding shares of Common Stock receives an offer from a third party (excluding the Company and its Subsidiaries and Affiliates of such Stockholder or Stockholders) (a “Third Party”) to purchase all (or no less than 90% if the remaining shares are to be re-invested in a “roll-over” transaction with the consent of the Third Party) of the outstanding shares of Common Stock (whether pursuant to a Qualified IPOsale of stock, a merger or otherwise), and such offer is accepted by the Selling Stockholder(s) (the “Drag-Along Transaction”), then each Stockholder and Warrantholder hereby agrees that, if requested to do so by such Selling Stockholder(s) pursuant to a Drag-Along Notice, it will Transfer all of its shares of Common Stock (or, in the event that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) case of the fully-diluted Common Stock then held by the Brazos GroupWarrantholders, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any all shares of Common Stock issuable upon exercise of any options granted pursuant its Warrants) to any employeesuch Third Party at the same price per share and upon the same terms and conditions (including time of payment, officer form of consideration or director benefit plan or arrangementoption to elect form of consideration) so accepted by the Selling Stockholder(s), including making the Optionssame representations, warranties, covenants, indemnities and agreements that the Selling Stockholder(s) such Securities agrees to be transferred free and clear of all liens. Additionally, prior to a Qualified IPOmake (except that, in the event case of representations and warranties pertaining specifically to the Selling Stockholder(s), each other Stockholder and Warrantholder shall make the comparable representations and warranties pertaining specifically to itself, and except that Brazos proposes no Stockholder or Warrantholder shall have to transfer make representations and warranties with respect to the Company, and except that, in the case of covenants or agreements capable of performance only by certain Stockholders or Warrantholders, such covenants or agreements shall be made only by such certain Stockholders or Warrantholders, as the case may be). All representations, warranties, covenants, agreements and indemnities made by the Stockholders and Warrantholders pertaining specifically to themselves shall be made by each of them severally and not jointly; provided that each Stockholder and Warrantholder shall be severally (other than but not jointly) liable for breaches of representations, warranties, covenants and agreements of or, in the case of representations and warranties pertaining to the Company and its Subsidiaries and for indemnification obligations arising out of or relating to any such breach or otherwise pertaining to the Company and its Subsidiaries, on a Permitted Transfer) Securities representing more than fifty-percent pro rata basis (50%) based on the number of shares of Common Stock sold by each Selling Stockholder and each of the fullyother Stockholders and Warrantholders), such liability of each such Stockholder or Warrantholder not to exceed such Stockholder’s or Warrantholder’s pro rata portion of the proceeds of the sale actually paid to all Stockholders and Warrantholders; provided further that no such Stockholder or Warrantholder shall be required to enter into a non-diluted competition covenant. If the Selling Stockholder(s) accepts such Drag-Along Transaction and desires that the other Stockholders and Warrantholders Transfer their shares of Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any or shares of Common Stock issuable upon exercise of any options granted pursuant the Warrants) in the Drag-Along Transaction, such Selling Stockholder(s) shall give written notice to any employeeall other Stockholders and Warrantholders of the proposed Drag-Along Transaction (“Drag-Along Notice”) at least thirty (30) days prior to the proposed consummation of such Drag-Along Transaction, officer or director benefit plan or arrangementwhich Drag-Along Notice shall specify the name and address of the Third Party, including the Options) such Securities form and amount of consideration to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant paid to the Stockholders Agreement. Any obligations and Warrantholders and any other material terms and conditions of the Holders arising under Drag-Along Transaction. The Drag-Along Notice may, at the definitive documentation for such sale shall election of the Selling Stockholder(s), be several and shall relate given to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members Company which shall, on behalf of the Brazos Group Selling Stockholder(s), give such notice to the other Stockholders and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Warrantholders.

Drag-Along Rights. Prior If the Primary Investor proposes to sell in ----------------- the aggregate more than 80% of the Common Stock hold by the Primary Investor (the "Sale Shares") to a Qualified IPOthird party or parties (a "Third Party"), in then the event that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos ----------- ----------- Primary Investor shall have the right right, subject to the provisions of this Article IV, to require the Minority Stockholders to sell (a "Required Sale") in the case ------------- of each non-selling Holder to transfer a portion of its Securities which represents Minority Investor, the same percentage of the total fully-diluted Common Stock (including Common Stock that may be acquired upon exercise or conversion of outstanding securities) held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event it that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities is proposed to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of Primary Investor. In the MassMutual Group. The securities sold by event this Section 4.1 is invoked, the Holders pursuant Primary investor shall deliver written notice (the "Required Sale Notice") to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respectsMinority investors; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further-------------------- -------- however, that no Holder Minority Investor (a) shall be obligated to participate in any ------- Required Sale unless it is provided an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to it, to the effect that the Required Sale is not in violation of applicable federal or state securities laws and does not require any consent or approval of any governmental authority or agency that has not been obtained or waived or will not be obtained or waived prior to the closing; (b) will be required to make any representations representation, covenant or warranties warranty in connection with such sale a Required Sale other than representations and warranties as to (i) such Holder’s its ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer sell, free of its Securities liens, claims and encumbrances, the shares of Common Stock proposed to be sold by it; (iiic) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall will be required to accept consideration pursuant participate in a Required Sale if the terms of the Required Sale do not provide for several, and not joint, liability with respect to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash the indemnification and marketable securities; provided, further, any securities other than marketable securities received by any Holder comparable obligations made pursuant to such sale Required Sale; or (d) shall be subject obligated to no less favorable rights participate in any Required Sale in which the consideration consists of anything other than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)cash.

Drag-Along Rights. Prior (a) If Capricorn approves or authorizes a sale or exchange, whether directly or pursuant to a Qualified IPOmerger, in consolidation or otherwise (the event that Bxxxxx proposes to transfer (other than "COMPANY ------- SALE"), of at least a Permitted Transfer) Securities representing more than sixty-percent (60%) majority of the fully-diluted then outstanding Common Stock in a bona fide arm's-length transaction to a third party that is not an Affiliate of Capricorn or of the Company (an "INDEPENDENT THIRD PARTY"), then held by the Brazos Group, Brazos Capricorn shall ----------------------- have the right right, subject to all the provisions of this Section 11 (the "DRAG- ---- ALONG RIGHT"), to require each non-selling Holder of the Holders to (i) if such Company Sale is ----------- structured as a sale of stock, sell, transfer a portion and deliver or cause to be sold, transferred and delivered to such Independent Third Party all Warrants and Warrant Shares owned by them; provided, however, that if Capricorn agrees to -------- ------- sell less than all (the "AMOUNT") of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employeesuch ------ Independent Third Party, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) each of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes shall only be required to sell, transfer Securities representing more than sixty percent (60%) and deliver to such Independent Third Party an amount of Warrants and Warrant Shares equal to the fully-diluted Common Stock then held Warrants and Warrant Shares owned by it multiplied by a fraction the Brazos Group as set forth above) to transfer a portion numerator of its Securities which represents is the same percentage Amount and the denominator of which is the total fully-diluted Common Stock held by such member amount of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer owned by Capricorn or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) if such Company Sale is structured as a merger, consolidation or other transaction requiring the consent or approval of the Company's shareholders, vote such Holder’s power 's Warrant Shares in favor thereof, and authority otherwise consent to effect such transfer of its Securities and (iii) such matters pertaining raise no objection to such Holder’s compliance with securities laws as the purchaser may reasonably require; providedtransaction, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, waive any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale dissenters' rights, preemptive appraisal rights and registration or similar rights granted pursuant that such Holder may have in connection therewith; and, in any such event, except to the Stockholders Agreement. Any obligations extent otherwise provided in subsection (c) of the Holders arising under the definitive documentation for this Section 11, each such sale Holder shall be several and shall relate agree to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be bound by the same terms, provisions and conditions (including, without limitation, provisions in proportion respect of indemnification) in respect of the Company Sale as are applicable to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Capricorn.

Drag-Along Rights. Prior So long as this Agreement or the Stockholders Agreement shall remain in effect and the Vestar Member (and its Affiliates) has more Allocated Shares allocated to it than the aggregate number of Allocated Shares allocated to the Xxxx Members or their Permitted Transferees, if the Vestar Member or any of its Affiliates receives an offer from a Third Party to purchase (whether pursuant to a Qualified IPOsale of stock, a merger or otherwise) all, but not less than all, of the Allocated Shares allocated to the Vestar Member and its Affiliates (other than shares, if any, not being purchased in order to preserve the availability of recapitalization accounting treatment) and such offer is accepted by the Vestar Member or such Affiliate, then each Member other than the Vestar Member hereby agrees that it will, if requested by the Vestar Member, allow the LLC to Transfer all the Allocated Shares allocated to such Member to such Third Party on the terms of the offer so accepted by the Vestar Member, including making the same representations, warranties, covenants, indemnities and agreements that the Vestar Member agrees to make (except that, in the event that Bxxxxx proposes case of representations and warranties pertaining specifically to transfer (the Vestar Member, each other than a Permitted Transfer) Securities representing more than sixty-percent (60%) of Member shall make the fully-diluted Common Stock then held by the Brazos Groupcomparable representations and warranties pertaining specifically to itself, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPOexcept that, in the event case of covenants or agreements capable of performance only by certain Members, such covenants or agreements shall be made only by such certain Members, and provided that Brazos proposes all representations, warranties, covenants, agreements and indemnities made by the Members pertaining specifically to transfer themselves shall be made by each of them severally and not jointly and provided further that each Member shall be severally (other than but not jointly) liable for breaches of representations, warranties, covenants and agreements of or (in the case of representations and warranties) pertaining to the LLC, or Parent or its subsidiaries, as the case may be, and for indemnification obligations arising out of or relating to any such breach or otherwise pertaining to the LLC, the Parent or its subsidiaries, on a Permitted Transfer) Securities representing more than fifty-percent (50%) pro rata basis, such liability of each such Member not to exceed such Member's pro rata portion of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member gross proceeds of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)sale.

Drag-Along Rights. Prior If any member or members of the Kelso Group shall, individually or collectively, propose to Transfer xx xxast 75% of all shares of Company Stock collectively owned by the Kelso Group at the time of the transaction in question to a Qualified IPOThird Parxx, xhen (in addition to the rights of the Management Stockholders, the Third Party Investors, and their respective Permitted Transferees to participate in such Transfer pursuant to Section 6.5(a) hereof) the members of the Kelso Group, may, at their option, require the Management Stockholderx, xxe Third Party Investors, and their respective Permitted Transferees (collectively, the "Remaining Holders") to include in such Transfer to the Third Party such number of shares of Company Stock owned by each of them, as determined in accordance with this Section 6.5(b); provided that if the members of the Kelso Group send the Drag-Along Notice referred to below, Section 6.5(x) xhall not apply to the Transfer. The members of the Kelso Group shall give written notice (the "Drag- Along Notice") of txx xxercise of their rights pursuant to this Section 6.5(b) to each of the Remaining Holders, setting forth the sales price consideration per share to be paid by the Third Party and the other material terms and conditions of such transaction, including the number of shares to be included therein. The Drag-Along Notice shall state that the Remaining Holders shall be required to participate in the event proposed Transfer of shares to the Third Party according to the terms and conditions of this Section 6.5(b) and for the same type of consideration and for an amount of consideration per share not less than that Bxxxxx proposes offered to transfer any member of the Kelso Group by the Third Party and on terms and conditions (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) thax, xx the case of members of the fully-diluted Common Stock then held Kelso Group, any management, advisory or transaction fees payable to xxxx or their affiliates) no less favorable to such Remaining Holders than the terms and conditions offered to any member of the Kelso Group by the Brazos GroupThird Party. Within 15 days following the receipt xx xxe Drag-Along Notice, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fullyRemaining Holders shall deliver to a representative of the Kelso Group designated in the Drag-diluted Common Along Notice certificates represenxxxx all shares of Company Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excludingRemaining Holder, for purposes of such calculationduly endorsed, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities together with all other documents required to be transferred free and clear of all liensexecuted in connection with such transaction. Additionally, prior to a Qualified IPO, in In the event that Brazos proposes any Remaining Holder should fail to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) deliver such certificates to the Kelso Group, the Company shall cause the books and records of the fully-diluted Common Stock then held Comxxxx to show that such shares are bound by the Brazos Group, Brazos shall have provisions of this Section 6.5(b) and that such shares may be Transferred only to the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liensThird Party. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Each Remaining Holder shall be required to make any representations or warranties participate in the proposed Transfer to the Third Party by Transferring in connection with such sale other than representations and warranties as therewith shares of Company Stock equal to the product of (ix) such Holder’s ownership the total number of its Securities shares to be transferred being free acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Company Stock owned by such Remaining Holder, and clear the denominator of which shall be the total number of shares of Company Stock owned by the Kelso Group plus the total number of shares of Company Stock owned by xxx Remaining Holders in the aggregate. The maximum number of shares of Company Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 6.5(b) shall be the total number of shares of Company Stock then owned by such Remaining Holder. If, within 90 days after the members of the Kelso Group gave the Drag-Along Notice, they shall not have completed xxx Transfer of all liens, (ii) such Holder’s power and authority to effect such transfer the shares of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member Company Stock of the MassMutual Kelso Group and the Remaining Holders in accordance with this Section 0.0(b), the Kelso Group shall return to each of the Remaining Holders all certifixxxxx representing shares of Company Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 6.5(b); provided that the Kelso Group shall be required permitted, but not obligated, to accept consideration pursuant to an exercise by Brazos complete the saxx xx all non-defaulting Remaining Holders if one or more of its drag along rights consisting the Remaining Holders default; provided further that completion of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to by the Stockholders AgreementKelso Group and/or such Remaining Holders shall not relieve a defaultxxx Xemaining Holder of liability for its breach. Any The obligations of the Remaining Holders arising under the definitive documentation for such sale shall be several and shall relate pursuant to this Section 6.5(b) are subject to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members satisfaction of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions).following conditions:

Drag-Along Rights. Prior (i) Subject to Section 3(d)(v), if at any time and from time to time after the date of this Agreement, Warburg Pincus and its Affiliates (the “Majority Holders”) desire to (i) Transfer in a Qualified IPO, in the event that Bxxxxx proposes bona fide arms’ length sale all of their Shares to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) any Person or Persons who are not Affiliates of the fullyCompany or the Majority Holders, (ii) approve any merger of the Company with or into any other Person who is not an Affiliate of the Company or the Majority Holders that would constitute a Deemed Liquidation Event or (iii) approve any sale of all or substantially all of the Company’s assets to any Person or Persons who are not Affiliates of the Company or the Majority Holders that would constitute a Deemed Liquidation Event (for purposes of this Section 3(d) (Drag-diluted Common Stock then held by Along Rights), any such Person is referred to as the Brazos Group“Proposed Transferee” and any such transaction is referred to as the “Proposed Sale”), Brazos the Majority Holders shall have the right (for purposes of Section 3(d), the “Drag-Along Right”), but not the obligation, (x) in the case of a Transfer of the type referred to in clause (i) of this sentence, to require each non-selling other Investor and each Key Common Holder to transfer a portion sell to the Proposed Transferee all of its Securities which represents such Investor’s Shares or such Key Common Holder’s Common Shares, as applicable, with the same percentage aggregate consideration for the sale of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock shares held by the Brazos Group (excludingMajority Holders, for purposes the other Investors and the Key Common Holders paid to such Investors and the Key Common Holders according to the Certificate of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, Incorporation in effect immediately prior to such sale (as if such transaction were a Qualified IPO, Deemed Liquidation Event) or (y) in the event that Brazos proposes case of a merger or sale of assets or other Deemed Liquidation Event referred to transfer in clauses (other than a Permitted Transferii) Securities representing more than fifty-percent or (50%iii) of the fully-diluted Common Stock then held by the Brazos Groupthis sentence, Brazos shall have the right to require each nonother Investor and each Key Common Holder to vote (or act by written consent with respect to) all Shares or Common Shares then Owned by such other Investor or Key Common Holder, as applicable, in favor of such transaction and to waive any dissenters’ rights, appraisal rights or similar rights such Investor or such Key Common Holder may have under applicable law. Subject to Section 3(d)(v), each Investor and each Key Common Holder agrees to take all steps necessary to enable such Investor or such Key Common Holder, as applicable, to comply with the provisions of this Section 3(d) (Drag-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth aboveAlong Rights) to transfer a portion of its Securities which represents facilitate the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon Majority Holders’ exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its draga Drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Along Right.

Drag-Along Rights. Prior If the Manager, in its sole discretion, elects to consummate a Sale of the Company to an independent third party (a “Third Party Purchaser”), the Manager shall notify the Membership Interest Holders in writing of such Sale of the Company. Upon request by the Manager, each Membership Interest Holder will consent to and raise no objections to the proposed transaction, and will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of the Company on the terms proposed by the Manager. The obligations of the Membership Interest Holders pursuant to this Section 7.6 with respect to a Qualified IPOSale of the Company are subject to the following conditions: (x) the consideration payable with respect to the Membership Interests upon consummation of such Sale of the Company to all of the Membership Interest Holders shall be allocated among the Membership Interest Holders as set forth in accordance with their respective Participating Percentages, and (y) upon the consummation of the Sale of the Company, all of the Membership Interest Holders who hold Membership Interests shall receive the same form and payment of consideration per Membership Interest. Each Membership Interest Holder shall pay his, her or its pro rata share of the reasonable, third-party out-of-pocket expenses incurred by the Manager in connection with such transaction and shall be obligated to join based on his, her or its pro rata share in any indemnification or other obligations that the event that Bxxxxx proposes Manager agrees to transfer provide in respect of the Company and its subsidiaries’ operations in connection with such Sale of the Company (other than any such obligations that relate specifically to a Permitted Transferparticular Membership Interest Holder such as indemnification with respect to representations and warranties given by a Membership Interest Holder regarding such Membership Interest Holder’s title to and ownership of any Membership Interests); provided that (x) Securities representing more than sixty-percent (60%) no Membership Interest Holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the Third Party Purchaser with respect to an amount in excess of the fullynet cash proceeds paid to such Membership Interest Holder in connection with such Transfer, and (y) (A) no Membership Interest Holder who is a natural person and who, at the time of the closing of such sale, is already subject to a non-diluted Common Stock then held compete or other restrictive covenant in favor of the Company (each an “Existing Restrictive Covenant”) shall be obligated to agree to any additional non-compete or other restrictive covenant; provided, however, that each such Membership Interest Holder shall reaffirm and ratify all such Existing Restrictive Covenants at the closing of such sale and shall, if requested by the Brazos GroupThird Party Purchaser, Brazos consent to the assignment by the Company of all such Existing Restrictive Covenants to the Third Party Purchaser and (B) no other Membership Interest Holder shall have the right be obligated to require each agree to any non-selling Holder compete or other restrictive covenant that is broader in scope or duration than any non-compete or other restrictive covenant agreed to transfer a portion of its Securities which represents by the same percentage Manager in any such Sale of the total fully-diluted Common Stock held by such Company. To the extent that a Membership Interest Holder as the Securities being disposed of does not take any actions when requested by the Brazos Group represents Manager pursuant to this Section 7.6 each such Membership Interest Holder hereby constitutes and appoints the Manager as such Membership Interest Holder’s true and lawful Attorney-in-Fact and authorizes the Attorney-in-Fact to execute on behalf of such Membership Interest Holder any and all documents and instruments which the Attorney-in-Fact deems necessary and appropriate in connection with the Sale of the total fully-diluted Common Stock held Company. The foregoing power of attorney is irrevocable and is coupled with an interest. The rights under this Section 7.6 may be exercised by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted Senior Agent holding a lien on or security interest in Membership Interests pursuant to any employee, officer or director benefit plan or arrangement, including the OptionsSection 7.4(b) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-constituting at least fifty percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group Participating Percentages if such Senior Agent is foreclosing any such lien or security interest as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, described in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptionsSection 7.4(b).

Drag-Along Rights. Prior If (i) either of the Majority Stockholders and its Permitted Transferees (as defined below) or (ii) the Majority Stockholders and their Permitted Transferees (in either such case, collectively, the “Selling Stockholder”), desire to dispose, directly or indirectly, in a single transaction or a series of related transactions, of (x) all of their interest in Alltel or (y) at least twenty-five percent of the issued and outstanding shares of Common Stock or securities representing at least twenty-five percent of the voting power of Alltel, in either case to a Qualified IPO, in the event that Bxxxxx proposes to transfer good faith purchaser (a “Purchaser”) (other than any other investment partnership, limited liability company or other entity established for investment purposes and controlled by one or more of the members or the principals of the Majority Stockholders, a “Permitted TransferTransferee”) Securities representing more than sixty-percent and such Purchaser desires to acquire such interest upon such terms and conditions as agreed to with the Selling Stockholder, the Management Stockholder (60%and his or her Transferee, collectively) agrees to sell a portion (including all) of his or her Shares equal to the fully-diluted number of Shares owned by the Management Stockholder (and his or her Transferee) multiplied by a fraction, the numerator of which is the aggregate number of shares of Common Stock then held proposed to be transferred by the Brazos GroupSelling Stockholder, Brazos shall have and the right to require each non-selling Holder to transfer a portion denominator of its Securities which represents is the same percentage aggregate number of the total fully-diluted Common Stock held by such Holder as the Securities being disposed shares of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group Selling Stockholder, to such Purchaser (excluding, for purposes or to vote all of his or her Shares entitled to vote in favor of any merger or other transaction which would effect a sale of such calculation, any shares of Common Stock) at the same price per share of Common Stock and pursuant to the same terms and conditions with respect to payment for the shares of Common Stock issuable upon exercise as agreed to by the Selling Stockholder. In such case, the Selling Stockholder shall give written notice of any options granted pursuant such sale to any employee, officer the Management Stockholder (and his or director benefit plan or arrangement, including the Optionsher Transferee) such Securities to be transferred free and clear of all liens. Additionally, at least fifteen (15) days prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes consummation of such calculationsale, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set setting forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities the consideration to be transferred being free and clear of all liensreceived in the transaction, (ii) such Holder’s power and authority to effect such transfer the identity of its Securities and the Purchaser, (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member any other material items and conditions of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent proposed transfer and (65%iv) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations date of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)proposed transfer.

Drag-Along Rights. Prior (a) Notwithstanding any other provision in this Section 2, if, at any time after the restrictions of Section 2.01 expire, Fremont, RCBA, the Fremont/KCI Group, and the RCBA/KCI Group (collectively, the "Seller") propose to a Qualified IPO, in the event that Bxxxxx proposes to transfer sell all (other but not less than a Permitted Transfer) Securities representing more than sixty-percent (60%all) of the fully-diluted Common Stock they then held by hold to a third party or parties in which the Brazos GroupSeller does not own, Brazos have any right to acquire, or propose to own or acquire, any interest (a "Third Party") pursuant to a Bona Fide Offer (as defined below), then the Seller shall have the right right, subject to the provisions of this Section 2.04, to require each nonDr. Xxxxxxxxx (xxe "Co-selling Holder Seller"), to transfer include in such sale (a portion of its Securities which represents the same percentage "Required Sale") all of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group Co-Seller by delivering notice (excluding, for purposes the "Required Sale Notice") to the Co-Seller. (b) The Required Sale Notice shall set forth: (i) the date of such calculationnotice (the "Notice Date"), any shares (ii) the name and address of Common Stock issuable upon exercise the Third Party, (iii) the proposed amount of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities consideration to be transferred free paid per share for the Sale Shares, and clear the terms and conditions of all liens. Additionallypayment offered by the Third Party in reasonable detail, prior to a Qualified IPOtogether with written proposals or agreements, in if any, with respect thereto, (iv) the event aggregate number of Sale Shares, (v) confirmation that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-the Seller is selling one hundred percent (50100%) of the fully-diluted aggregate number of shares of Common Stock Shares then held by it to a Third Party, and (vi) the Brazos Group, Brazos shall have the right to require each non-selling member proposed date of the MassMutual Group Required Sale (but no other Holders unless Brazos proposes to transfer Securities representing the "Required Sale Date"), which shall be not less than twenty (20) nor more than sixty percent one hundred eighty (60%180) days after the date of the fullyNotice Date. (c) The Co-diluted Common Stock then held by Seller shall cooperate in good faith with the Brazos Group as set forth above) to transfer a portion Seller in connection with consummating the Required Sale (including, without limitation, the giving of its Securities which represents consents and the same percentage voting of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted any Common Stock held by the Brazos Group (excludingCo-Seller to approve such Required Sale). On the Required Sale Date, for purposes of such calculationthe Co-Seller shall deliver, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer claims, or encumbrances, a certificate or certificates and/or other instrument or instruments for all of its Securities Common Stock, duly endorsed and (iii) such matters pertaining in proper form for transfer, with the signature guaranteed, to such Holder’s compliance with securities laws as Third Party in the purchaser may reasonably require; provided, further, no Holder which is a member manner and at the address indicated in the Required Sale Notice and the Seller shall cause the Co-Seller's share of the MassMutual Group purchase price to be paid to the Co-Seller. (d) "Bona Fide Offer" shall mean an offer (whether in the form of a purchase of shares, merger, recapitalization, business combination, or otherwise) for Common Stock. (e) In the event of any Required Sale, if the Co-Seller holds options to purchase Common Stock, he must exercise or cancel all such stock options prior to or simultaneously with the consummation of the Required Sale. Any shares of Common Stock for which options are exercised must be included in the Required Sale. (f) Notwithstanding the foregoing, the Co-Seller shall not be required to accept consideration pursuant to an exercise by Brazos sell his shares of its drag along rights consisting of Common Stock under this Section 2.04 if, on the date he receives the Required Sale Notice, he holds less than sixty-five ten percent (6510%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several issued and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members outstanding shares of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Common Stock. I-55 56 SECTION 3.

Drag-Along Rights. Prior to a Qualified IPO, in the event that Bxxxxx proposes to transfer 7.4.1 If (other than a Permitted Transferi) Securities representing more than sixty-percent (60%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free Brentwood and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free Xxxxxxx are Eligible Members and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect desire to sell all of their respective Interest at any time on or prior to the Securities fourth anniversary of the date hereof, or (ii) Brentwood or Xxxxxxx (each, a "Drag-Along Seller" and collectively, the "Drag-Along Sellers") is an Eligible Member and desires to sell all of its respective Interest at any time after the fourth anniversary of the date hereof, in each case, pursuant to a bona fide offer to purchase from a third-party (other than an Affiliate of such Drag-Along Seller(s)), subject to Paragraph 7.4.3 below, then each of the other Members shall sell all Interest held by such member of the MassMutual Group and the number of Securities to be sold it pursuant to such exercise by Brazos offer to purchase (the "Drag-Along Sale"). All holders of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a proInterest in such Drag-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to Along Sale (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the same terms and conditions of sale rightsand shall otherwise be treated equally or, preemptive rights where appropriate, pro rata based upon the Percentage Interest held by each Member, and registration rights granted pursuant (ii) shall execute such documents and take such actions as may be reasonably required to consummate the Drag-Along Sale. Any such sale by any Member shall be on the same terms and conditions as the proposed Drag-Along Sale by the Drag-Along Seller(s); provided, however, that all selling Members shall share, based upon the number of Interest being sold by each, (i) in any indemnity liabilities to the Stockholders Agreement. Any obligations purchaser in the Drag-Along Sale (other than representations as to unencumbered ownership of and ability to transfer the Holders arising under Interest being sold of any other seller in the definitive documentation Drag-Along Sale, which shall be the sole responsibility of such other seller) and (ii) in any escrow for the purpose of satisfying any such sale indemnity liabilities; provided that each Member's sharing obligation hereunder with respect to such indemnity or other liabilities shall be several and shall relate limited to the representations Interest being sold by such Member and warranties described above the proceeds thereof, including, without limitation, the cash and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net non-cash consideration received by such Holder in Member with respect to such sale (except Interest. In no circumstance whatsoever hereunder shall any other recourse be had to such Member, whether by levy or execution, or under any law, or by the enforcement of any assessment or penalty or otherwise, it being understood that the sole recourse for fraud, intentional misconduct or other customary exceptions)enforcing such Member's obligation hereunder shall be to such Interest being sold thereby and the proceeds thereof.

Drag-Along Rights. Prior to a Qualified IPO, So long as this Agreement shall remain in the event that Bxxxxx proposes to transfer ----------------- effect and Vestar (other than a Permitted Transferand its Affiliates) Securities representing beneficially owns more than sixty-percent (60%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise than the Xxxx Stockholders and their Permitted Transferees, if Vestar or any of any options granted its Affiliates receives an offer from a Third Party to purchase (whether pursuant to any employeea sale of stock, officer a merger or director benefit plan or arrangementotherwise) all, including the Options) such Securities to be transferred free and clear of all liens. Additionallybut not less than all, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise beneficially owned by Vestar and its Affiliates subject to this Agreement (other than shares, if any, not being purchased in order to preserve the availability of any options granted pursuant recapitalization accounting treatment) and such offer is accepted by Vestar or such Affiliate, then each Stockholder other than Vestar hereby agrees that it will, if requested by Vestar, Transfer all the shares of Common Stock owned by it to any employee, officer or director benefit plan or arrangementsuch Third Party on the terms of the offer so accepted by Vestar, including making the Options) such Securities same representations, warranties, covenants, indemnities and agreements that Vestar agrees to be transferred free and clear of all liens. Notwithstanding the foregoingmake (except that, in the event Brazos exercises its drag-along rights as set forth above, each member case of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as pertaining specifically to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liensVestar, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as each other Stockholder shall make the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the comparable representations and warranties described above pertaining specifically to itself, and except that, in the case of covenants or agreements capable of performance only by certain Stockholders, such covenants or agreements shall be made only by such certain Stockholders, and provided that all representations, warranties, covenants, agreements and indemnities made by the Stockholders pertaining specifically to themselves shall be made by each of them severally and not jointly and provided further that each Stockholder shall be severally (but not jointly) liable for breaches of representations, warranties, covenants and agreements of or (in the case of representations and warranties) pertaining to the Parent or its subsidiaries, and for indemnification obligations arising out of or relating to any post closing indemnification such breach or similar post closing obligations imposed upon members otherwise pertaining to the Parent or its subsidiaries, on a pro rata basis, such liability of each such Stockholder not to exceed such Stockholder's pro rata portion of the Brazos Group and shall be in proportion to and in an amount no greater than gross proceeds of the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)sale.

Drag-Along Rights. Prior to (a) If the Board of Managers and the Class B Holders approve a Qualified IPO, in the event that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) Sale of the fullyCompany, or Operator (or one of its Affiliates) proposes and Class B Holders holding an aggregate of 66⅔% or more of such class approve an Operator Class B Purchase Offer (a “Class B Drag-diluted Common Stock Along Sale”), then held by the Brazos GroupBoard of Managers (in a Sale of the Company) or Operator (in a Class B Drag-Along Sale) (as applicable, Brazos the “Dragging Member”) shall have the right (the “Drag-Along Right”), subject to the provisions of this Section 13.01, to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer Unit Holders (other than Class A Holders in a Permitted TransferClass B Drag-Along Sale) Securities representing more than fifty-percent (50%each, a “Dragged Member”) to effect (whether by vote, direct sale or otherwise) such Sale of the fully-diluted Common Stock then held by Company or Class B Drag- Along Sale without raising any objections to, or bringing any claim against any other Unit Holder or the Brazos Group, Brazos shall have the right Company or otherwise contesting or attempting to require each non-selling member frustrate such Sale of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) Company or Class B Drag-Along Sale. If the Sale of the fullyCompany or Class B Drag-diluted Common Stock Along Sale is structured as (i) a merger or consolidation, then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excludingeach Dragged Member shall waive any dissenters rights, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer appraisal rights or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along similar rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, merger or consolidation or (ii) a sale of Units, then each Dragged Member shall (x) agree to sell all or such Holderportion of such Dragged Member’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is Units on a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be pro rata basis in proportion to and in an amount no greater than the net consideration received by such Holder number of Units being Transferred in such sale Sale of the Company or purchase of the applicable Units by Operator by the Dragging Member, and (except for fraudy) subject to the limitations in Section 13.01(c), intentional misconduct or execute such purchase agreement and other customary exceptions)documents as approved by the Dragging Member.

Drag-Along Rights. Prior (a) If (i) the Majority Stockholders desire to Transfer for value (including, without limitation, for cash, equity securities or notes), in a transaction or series of related transactions all of their Shares to an unaffiliated third party (“Stockholder Sale”) and such Stockholder Sale is unanimously approved by the Board, and/or (ii) the Board unanimously approves a sale of the Company to an unaffiliated third party (whether by merger, consolidation, reorganization, sale of all or substantially all of the Company’s assets, sale of a number of Shares equal to a Qualified IPO, in the event that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing majority or more than sixty-percent (60%) of the fully-diluted Common Stock then held by the Brazos Groupissued and outstanding Shares, Brazos shall have the right or other form of business combination) (“Company Approved Sale”), subject to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage such unanimous approval of the total fully-diluted Common Stock held by such Holder as Board, each Stockholder shall (subject to the Securities being disposed further provisions of by this Section 4.1 including, without limitation, the Brazos Group represents payment of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as consideration set forth aboveherein) consent to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by and raise no objection against such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excludingTransfer and, for purposes of such calculationif applicable, waive any shares of Common Stock issuable upon exercise of any options granted pursuant to any employeedissenters’ rights, officer appraisal rights or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all lienssimilar rights. Notwithstanding the foregoingabove, neither the Stockholder Sale nor the Company Approved Sale requires unanimous Board approval if the consideration to be received by the NZ Stockholders for such sale reflects a total valuation of the Company of at least $25,000,000. Upon demand of the Company or the Majority Stockholder, as the case may be, each Stockholder shall take (subject to the further provisions of this Section 4.1, including, without limitation, the payment of the consideration set forth herein) all reasonably necessary and desirable actions to facilitate the consummation of the Stockholder Sale or Company Approved Sale, as the case may be, including, but not limited to, the release of information and documentation and execution of such agreements and such instruments that are customarily executed and delivered in such transactions and the taking of such other actions as are reasonably necessary or reasonably requested to provide representations, warranties, indemnities, covenants and other obligations in connection with such Stockholder Sale or Company Approved Sale, as the case may be, and each Stockholder agrees to Transfer all of its, his or her Shares to such unaffiliated third party at the same consideration per Share and upon the same terms and conditions as those provided for in the Stockholder Sale or Company Approved Sale, as the case may be, and to pay a pro rata portion of all reasonable and customary out-of-pocket transaction expenses not otherwise paid (or required to be paid) by the Company (but in any event Brazos exercises its drag-along rights as set forth above, each member not in excess of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held pro rata net sale proceeds received by such member of the MassMutual Group and the number of Securities to be sold Stockholder pursuant to such exercise Stockholder Sale or Company Approved Sale) and to accept and assume a proportionate share (based on Shares Transferred by Brazos him, her or it in the transaction) of its drag along rights by persons that are not members liability for breaches of representations, warranties, indemnities, covenants and agreements and other obligations of the MassMutual Group shall be adjusted on Company in connection therewith whether by way of several liability to the unaffiliated third party or a pro-rata basis to accommodate contribution agreement among the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respectsStockholders; provided, however, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics liabilities of such Securities; providedStockholder with respect to such representations, furtherwarranties, indemnities, covenants and agreements and other obligations shall not exceed the pro rata net sale proceeds received by such Stockholder pursuant to such Stockholder Sale or Company Approved Sale. The only representations and warranties that no Holder the a dragged Stockholder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as Stockholder Sale or Company Approved Sale are with respect to (i) such Holder’s his, her or its ownership of its Securities the Shares to be transferred being sold by him, her or it (including his, her or its ability to convey title free and clear of all liens, (ii) such Holder’s power and authority encumbrances, adverse claims or similar restrictions; no conflicts with agreements to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; providedwhich he, further, no Holder which she or it is a member of the MassMutual Group party; no conflicts with law; authority; and enforceability); provided no Stockholder shall be required to accept consideration pursuant to an exercise by Brazos liable (on a pro rata basis or otherwise) for the breach of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above of any other Stockholder made in its individual capacity as to its individual ownership, authorization and other related matters which apply only to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Stockholder.

Drag-Along Rights. Prior to Members holding a Qualified IPO, majority of the Percentage Interest in the event that Bxxxxx proposes Company, together with other Members who, together with the foregoing Members hold a majority of Percentage Interest in the Company (the foregoing Members are collectively referred to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder herein as the Securities being disposed of by “Majority Members”) may at their option at any time require the Brazos Group represents of other Members (the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options“Minority Members”) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of their Units to a buyer in a single transaction, but only if the Securities aggregate Fair Market Value of the consideration in such transaction to be received by each Minority Member is greater than or equal to the Deemed Unit Value of all of the Units held by each such member Minority Member at the time of such transaction. The Majority Members are hereby authorized to market the Company for sale. In order to exercise the foregoing right, the Majority Members shall jointly issue a written notice (a “Drag Along Notice”) signed by each Majority Member to each of the MassMutual Group Minority Members advising the Minority Members that they are exercising their rights under this Section 8.10, and information describing the number sales transaction, including the nature and value of Securities the consideration of to be sold pursuant paid to such exercise by Brazos each Member, the time of its drag along rights by persons that are not members closing, the identity of the MassMutual Group Buyer, and copies of any purchase and sale agreement or letter of intent to the extent that such an agreement or letter has been executed. Upon receipt of a Drag Along Notice, the Minority Members shall be adjusted on a pro-rata basis obligated to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted sell their Units pursuant to the Stockholders Agreementtransaction referred to therein. Any obligations The total consideration for all of the Holders arising under Units pursuant to the definitive documentation for such sale foregoing transaction shall be several divided and apportioned among the Members pro rata in accordance with each Member’s Pro Forma Liquidation Amount. The Minority Members agree that they shall relate vote or cause a vote to be made (as Members of the Company) in favor of any such Company action as may be necessary or convenient for the taking of such action to approve the transactions contemplated under this Section and will, upon request from the Majority Members, provide to the representations Majority Members an irrevocable proxy to vote the Minority Members’ Units. Sections 8.06 and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members 8.07 shall not apply in the case of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)issuance of a Drag Along Notice.

Drag-Along Rights. Prior to (a) Until such time as a Qualified IPOPublic Offering shall have been consummated (subject to the voting rights of the Preferred Investor Common Stockholders in Section 3 and to the voting rights of directors elected by the holders of Preferred Stock in accordance with the terms of the Certificate of Designation), in the event that Bxxxxx proposes to transfer if Individual Investors (other than or their Permitted Transferees) holding a Permitted Transfer) Securities representing more than sixty-percent (60%) majority of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion shares of its Securities which represents the same percentage of the total fully-diluted Common Stock held by all such Holder as Individual Investors (and their Permitted Transferees) propose a sale, merger or other Transfer involving all or substantially all of the Securities being disposed shares or assets of the Company on an arm's length basis to a third party or an affiliated group of third parties who is not (i) a Stockholder or (ii) an Affiliate of a Stockholder, and provided that such transaction is approved in accordance with the terms of this Agreement, then the remaining Stockholders and their Permitted Transferees (the "Remaining Stockholders") shall (subject to the voting rights of the Preferred Investor Common Stockholders in Section 3 and to the voting rights of directors elected by the Brazos Group represents holders of Preferred Stock in accordance with the terms of the total Certificate of Designation) consent to and raise no objection with respect to (and will not exercise statutory appraisal rights in connection with) such transaction and, if such transaction is structured as a sale of shares (including a sale structured as a merger, whether a forward, reverse or other merger), the Remaining Stockholders will, at the option of a majority-in-interest of the fully-diluted shares of Common Stock held by the Brazos Group Individual Investors (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant subject to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) voting rights of the fully-diluted Preferred Investor Common Stock then held Stockholders in Section 3 and to the voting rights of directors elected by the Brazos Group, Brazos shall have holders of Preferred Stock in accordance with the right to require each non-selling member terms of the MassMutual Group (but no other Holders unless Brazos proposes Certificate of Designation), agree to transfer Securities representing more than sixty percent (60%) sell their shares on the terms and conditions approved by the Board and the Stockholders entitled to cast a majority of the fully-diluted Common Stock then held by the Brazos Group as set forth above) votes which all Stockholders are entitled to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respectscast; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, furtherhowever, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership any options as to the type of its Securities consideration offered to any Individual Investor must be transferred being free and clear of all liensoffered to the Remaining Stockholders, (ii) such Holder’s power and authority to effect such transfer of its Securities and the consideration offered for any proposed Transfer must be at least 80% cash or marketable securities, (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member at least 95% of the MassMutual Group Stockholders other than the Remaining Stockholders, shall have agreed to, and voted in favor of, such sale and there shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent no adverse tax consequences which relate or impact only the Remaining Stockholders (65%as distinguished from all Stockholders) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to arising from such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)transaction.

Drag-Along Rights. Prior to a Qualified IPOIf, in at any time within twelve (12) months after the event that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) Closing the holders of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-at least fifty percent (50%) of the fullyPreferred Shares then outstanding (voting together as a class, on an as-diluted converted basis) and holders of at least fifty percent (50%) of Common Stock Shares then outstanding (collectively, the “Selling Shareholders”), elect to sell all or substantially all of the equity securities of the Company held by them (including Common Shares, Preferred Shares, Warrant Shares, options, or other rights to acquire any such shares) to a third party not affiliated with the Brazos GroupCompany or with any of the Investors (a “Trade Sale”), Brazos the Selling Shareholders shall have the right to require each non-selling member of cause the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares holders of Common Stock issuable upon exercise Shares and holders of any options granted pursuant to any employeePreferred Shares (other than Intel and IFC, officer or director benefit plan or arrangement, but including the Optionstheir respective assignees) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities then outstanding Common Shares. Preferred Shares, Warrant Shares and all options, warrants or other rights to acquire any such shares then held by them to such member third party on the same terms and conditions as are applicable to the sale of such equity securities held by the Selling Shareholders (the “Drag-Along Election”). The Drag Along Election shall include the right on the part of the MassMutual Group Selling Shareholders to cause the holders of Common Shares and the number of Preferred Shares (other than Intel and IFC, but including their respective assignees) and Warrant Securities to be sold pursuant approve a sale of assets, merger, consolidation, share exchange or reorganization of the Company with or into any other corporation, corporations or other entity (excluding any merger effected exclusively for the purpose of changing the domicile of the Company), or any other transaction or series of related transactions, in which the shareholders of the Company immediately prior to such exercise by Brazos of its drag along rights by persons that are not members reorganization, merger or consolidation own less than fifty percent (50%) of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members voting power of the MassMutual Group. The securities sold by surviving entity, or a sale, conveyance or other disposition of all or substantially all of the Holders pursuant assets of the Company to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; a third party (each a “Sale Transaction”), provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, furtherhowever, that in no Holder event shall a holder of Common Shares or Preferred Shares be required obligated to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership undertake the foregoing if the distribution of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by the shareholders upon consummation of the Sale Transaction is not in accordance with the liquidating distribution requirements set forth in the Company’s then-current Memorandum of Association. The Selling Shareholders may exercise the Drag-Along Election by providing written notice of such Holder election (the “Drag-Along Notice”) to all holders of Common Shares and Preferred Shares, including the name and address of the third party acquirer, the aggregate purchase price to be paid by such third party purchaser, the proposed date for the closing of such Sale Transaction, and the other material terms and conditions of such Sale Transaction. Upon receipt of a Drag-Along Notice, each holder of Common Shares and Preferred Shares (other than Intel and IFC, but including their respective assignees) shall execute and deliver such instruments of conveyance and transfer and take such other action, including executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Selling Shareholders or the acquirer in such sale (except for fraud, intentional misconduct or other customary exceptions)Sale Transaction may reasonably require in order to carry out the terms and provisions of this Section 4.

Drag-Along Rights. Prior If any member or members of the Xxxxx Group shall, individually or collectively, propose to Transfer at least 75% of all shares of Company Stock collectively owned by the Xxxxx Group at the time of the transaction in question to a Qualified IPOThird Party, then (in addition to the rights of the Management Stockholders, the Third Party Investors, and their respective Permitted Transferees to participate in such Transfer pursuant to Section 6.5(a) hereof) the members of the Xxxxx Group, may, at their option, require the Management Stockholders, the Third Party Investors, and their respective Permitted Transferees (collectively, the "Remaining Holders") to include in such Transfer to the Third Party such number of shares of Company Stock owned by each of them, as determined in accordance with this Section 6.5(b); provided that if the members of the Xxxxx Group send the Drag-Along Notice referred to below, Section 6.5(a) shall not apply to the Transfer. The members of the Xxxxx Group shall give written notice (the "Drag- Along Notice") of the exercise of their rights pursuant to this Section 6.5(b) to each of the Remaining Holders, setting forth the sales price consideration per share to be paid by the Third Party and the other material terms and conditions of such transaction, including the number of shares to be included therein. The Drag-Along Notice shall state that the Remaining Holders shall be required to participate in the proposed Transfer of shares to the Third Party according to the terms and conditions of this Section 6.5(b) and for the same type of consideration and for an amount of consideration per share not less than that offered to any member of the Xxxxx Group by the Third Party and on terms and conditions (other than, in the event that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) case of members of the fully-diluted Common Stock then held Xxxxx Group, any management, advisory or transaction fees payable to them or their affiliates) no less favorable to such Remaining Holders than the terms and conditions offered to any member of the Xxxxx Group by the Brazos Group, Brazos shall have Third Party. Within 15 days following the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage receipt of the total fullyDrag-diluted Common Along Notice, each of the Remaining Holders shall deliver to a representative of the Xxxxx Group designated in the Drag-Along Notice certificates representing all shares of Company Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excludingRemaining Holder, for purposes of such calculationduly endorsed, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities together with all other documents required to be transferred free and clear of all liensexecuted in connection with such transaction. Additionally, prior to a Qualified IPO, in In the event that Brazos proposes any Remaining Holder should fail to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) deliver such certificates to the Xxxxx Group, the Company shall cause the books and records of the fully-diluted Common Stock then held Company to show that such shares are bound by the Brazos Group, Brazos shall have provisions of this Section 6.5(b) and that such shares may be Transferred only to the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liensThird Party. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Each Remaining Holder shall be required to make any representations or warranties participate in the proposed Transfer to the Third Party by Transferring in connection with such sale other than representations and warranties as therewith shares of Company Stock equal to the product of (ix) such Holder’s ownership the total number of its Securities shares to be transferred being free acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Company Stock owned by such Remaining Holder, and clear the denominator of which shall be the total number of shares of Company Stock owned by the Xxxxx Group plus the total number of shares of Company Stock owned by all Remaining Holders in the aggregate. The maximum number of shares of Company Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 6.5(b) shall be the total number of shares of Company Stock then owned by such Remaining Holder. If, within 90 days after the members of the Xxxxx Group gave the Drag-Along Notice, they shall not have completed the Transfer of all liens, (ii) such Holder’s power and authority to effect such transfer the shares of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member Company Stock of the MassMutual Xxxxx Group and the Remaining Holders in accordance with this Section 6.5(b), the Xxxxx Group shall return to each of the Remaining Holders all certificates representing shares of Company Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 6.5(b); provided that the Xxxxx Group shall be required permitted, but not obligated, to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than complete the sale rights, preemptive rights and registration rights granted pursuant to by all non-defaulting Remaining Holders if one or more of the Stockholders AgreementRemaining Holders default; provided further that completion of the sale by the Xxxxx Group and/or such Remaining Holders shall not relieve a defaulting Remaining Holder of liability for its breach. Any The obligations of the Remaining Holders arising under the definitive documentation for such sale shall be several and shall relate pursuant to this Section 6.5(b) are subject to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members satisfaction of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions).following conditions:

Drag-Along Rights. Prior If holders of more than 50% of the outstanding Class B Units held by Class B Members (the “Selling Holders”) propose to sell to a Qualified IPOthird party any Class B Units held by such Class B Members (including Class B Units transferred by such Class B Members to, in and held by, their Permitted Transferees) (whether such sale is by way of purchase, merger, recapitalization or other form of transaction), then upon (i) the event that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) request of the fully-diluted Common Stock then Selling Holders and (ii) the consent of the Managing Member and a Majority in Interest of Class B Members, each other Class B Member and each Class B-1 Member, shall sell the same percentage, as applicable, of the Class B Units or Class B-1 Units beneficially owned by such Class B Member or Class B-1 Member as the percentage to be sold by the Selling Holders to such third party buyer pursuant to the same terms and conditions negotiated by the Selling Holders for the sale of the Class B Units held by the Brazos GroupSelling Holders; provided that the price paid per Unit may differ depending upon the applicable class of Unit. For example, Brazos shall have if the right Selling Holders propose to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage sell 35% of the total fully-diluted Common Stock Class B Units held by each of them, any other Member shall, upon request of the Selling Holders and the consent of the Managing Member and the Majority in Interest of Class B Members, sell 35% of the Class B Units and Class B-1 Units held by such Holder other Class B Member or Class B-1 Member. Each of the Class B Members and Class B-1 Members agrees to such sale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale. Each of the Class B Members and Class B-1 Members further agrees to timely take such other actions as the Securities being disposed of by Managing Member may reasonably request as necessary in connection with the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes consummation of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free sale. Each Class B Member and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder Class B-1 Member shall be required to make any customary representations or and warranties in connection with such sale transfer with respect to his, her or its own authority to transfer his, her or its title to the Class B Units or Class B-1 Units transferred, together with such other than representations and warranties with respect to the Company as to (i) are made by the Selling Holders in connection with such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably requiresale; provided, furtherhowever, no Holder which is a member that the liability of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash each Class B Member and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate Class B-1 Member with respect to the representations and warranties described above and concerning the Company shall be limited to any post closing indemnification or similar post closing obligations imposed upon members his pro rata portion of the Brazos Group proceeds paid in such sale. Each Class B Member and Class B-1 Member shall be in proportion to and in an amount no greater than pay his pro rata portion (based on the net total value of the consideration received by such Holder Class B Member or Class B-1 Member, as applicable, compared to the aggregate consideration received by all Members in such the transaction) of the reasonable out-of-pocket expenses incurred in connection with a sale (except for fraud, intentional misconduct or other customary exceptions).consummated pursuant to this Section 6.03. DB1/ 109886103.10

Drag-Along Rights. Prior to a Qualified IPO, in In the event that Bxxxxx proposes TPG or TPG WP wishes to transfer sell all or substantially all of (i) its Revolver Interests, (ii) its Participation Interests, (iii) the Senior Notes held by TPG WP, or (iv) the Warrants held by TPG WP, in each case by merger, stock sale, asset sale or otherwise (other than pursuant to paragraph 8 of this Agreement) to a Permitted Transfer) Securities representing more than sixty-percent (60%) purchaser that is not an affiliate of TPG or TPG WP or any of their affiliates and said purchaser desires to acquire all or substantially all of the fully-diluted Common Stock then held by the Brazos Groupoutstanding Revolver Interests, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder Participation Interests, Italian Credit Agreement Rights, Senior Notes or Warrants, as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excludingcase may be, for purposes of upon such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant terms and conditions as agreed to any employee, officer with TPG or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth aboveTPG WP, each member of the MassMutual Group may, in its individual discretion, elect other Lender agrees to sell all of its Revolver Interests, Participation Interests, Senior Notes, or Warrants as the Securities held by such member of the MassMutual Group case may be, to said purchaser and the number of Securities to be sold pursuant waive its appraisal or dissenters' rights with respect to such exercise by Brazos transaction, at a price that reflects the Pro Rata Portion of its drag along rights by persons that are not members of Revolver Interests, Participation Interests, Senior Notes, or Warrants, as the MassMutual Group shall be adjusted case may be, and on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price terms and otherwise treated identically conditions as TPG or TPG WP have agreed to with the Securities being sold by the Brazos Group in all respectssuch purchaser; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, furtherhowever, that no Holder Lender required to sell pursuant to this paragraph 7 shall be required to make any representations representation, covenant or warranties warranty in connection with such sale sale, other than representations and warranties as to its ownership and authority to sell, free of liens, claims or encumbrances, the Revolver Interests, Participation Interests, Senior Notes, or Warrants to be sold by such Lender. In such case, TPG or TPG WP, as the case may be, shall give written notice of such sale to the other Lenders at least thirty (30) days prior to the consummation of such sale, setting forth (i) such Holder’s ownership of its Securities the consideration to be transferred being free and clear of all liensreceived by such Lenders, (ii) such Holder’s power and authority to effect such transfer the identity of its Securities and the purchaser, (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member date of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent proposed transfer and (65%iv) cash any other material items and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations conditions of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)proposed transfer.

Drag-Along Rights. Prior At any time prior to a Qualified IPOan initial public offering of securities of the Company, in the event that Bxxxxx proposes (i) the Company receives a bona fide offer from any party unaffiliated with any party to transfer this Agreement (other than such party a Permitted Transfer"Third Party Offeror" and such an offer the "Third Party Offer") Securities representing more than sixty-percent to purchase all or substantially all of the Company's issued and outstanding shares of capital stock in a transaction (60%including a merger), (ii) such transaction is approved by the Board of Directors of the Company, and (iii) the holders (the "Proposing Shareholders") of shares representing a majority of the fullyvotes represented by all then outstanding shares of capital stock of the Company approve or otherwise consent in writing to such transaction, then (x) all parties to this Agreement (the "Drag-diluted Common Stock then held Along Shareholders") will be required, if so demanded by the Brazos GroupProposing Shareholders, Brazos shall to vote such Drag-Along Shareholder's shares of capital stock in favor thereof, and otherwise consent to and raise no objection to such transaction, and waive any dissenters' rights, appraisal rights or similar rights that such Drag-Along Shareholder may have in connection therewith, and take all necessary and desirable actions as directed by the right Company's Board of Directors and the Proposing Shareholders in connection with the consummation of such transactions, including, to require each non-selling Holder to transfer the extent applicable, executing a portion of its Securities which represents the same percentage purchase agreement and selling, exchanging or otherwise transferring all of the total fully-diluted Common Stock shares of the Company's capital stock (or notes, warrants or other rights to subscribe for or purchase capital stock) held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fullyDrag-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant Along Shareholders to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold Third Party Offeror at the same price and otherwise treated identically with upon the Securities being sold same terms and conditions as the Third Party Offer; or (y) the holders of Notes shall be entitled to sell their Notes pursuant to, and upon the same terms as, the Third Party Offer on an as-converted-to-Common Stock basis. If a Drag-Along Shareholder fails or refuses to vote his, her or its shares of capital stock of the Company as required by the Brazos Group in all respects; providedterms of this Section 2.5, that the purchase price payable for Securities President of a Holder that are not the same as the Securities being sold by the Brazos Group Company shall be adjusteddeemed to be granted by such Drag-Along Shareholder an irrevocable proxy, as appropriatecoupled with an interest, to reflect the comparative economics vote such Drag-Along Shareholder's shares of such Securities; provided, further, that no Holder shall be required to make any representations or warranties capital stock in connection accordance with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)this Section 2.5.

Drag-Along Rights. Prior to a Qualified IPO, in (a) In the event that Bxxxxx proposes (i) on or before July 1, 2014 (the “Initial Drag Date”), a Super Majority Interest, or (ii) at any time following the Initial Drag Date, a Majority Interest, desires to effect a Drag Along Transaction, then all Holders shall be obligated to and shall upon the written request of a Super Majority Interest or a Majority Interest, as applicable (the “Dragging Holders”), (i) if the Drag Along Transaction involves the sale of Shares, sell, transfer (other than and deliver, or cause to be sold, transferred and delivered, to the Third-Party Buyer a Permitted Transfer) Securities representing more than sixty-percent (60%) pro rata portion of the fully-diluted Common Stock then held by the Brazos GroupShares to be sold, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of based on the total fully-diluted Common Stock number of outstanding Shares held by such Holder as Holder, on substantially the Securities being disposed same terms and conditions applicable to the Dragging Holders; and (ii) execute and deliver such instruments of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excludingconveyance and transfer and take all Necessary Action, for purposes of including voting such calculation, any shares of Common Stock issuable upon exercise Shares in favor of any options granted pursuant Drag Along Transaction proposed by a Dragging Holder and executing any purchase agreements, merger agreements, voting agreements, support agreements, indemnity agreements, escrow agreements or related documents, that such Dragging Holder or the Third-Party Buyer may reasonably require in order to any employee, officer or director benefit plan or arrangement, including carry out the Options) such Securities to be transferred free terms and clear provisions of all liensthis Section 3.2 (the “Drag Along Right”). Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) In furtherance of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in each Non-Onex Holder that is not a Major Non-Onex Holder (each a “Minor Non-Onex Holder”) hereby constitutes and appoints the event Brazos exercises its dragPresident and Treasurer of the Company, and each of them, with full power of substitution, (i) as the proxies of such Minor Non-along rights as Onex Holder with respect to the matters set forth abovein this Section 3.2(a), and hereby authorizes each member of them to vote all of such Minor Non-Onex Holder’s Shares in a manner which is consistent with the MassMutual Group mayterms and provisions of this Section 3.2(a) and (ii) as its true and lawful attorney, in its individual discretionname, elect place and seal, to sell all of the Securities held execute any agreements or documents required to be executed by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a proMinor Non-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Onex Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights this Section 3.2(a). The proxy and registration rights grant of power of attorney granted pursuant to the Stockholders Agreement. Any obligations immediately preceding sentence are given in consideration of the Holders arising under the definitive documentation for such sale shall be several agreements and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members covenants of the Brazos Group Company and the Holders in connection with the transactions contemplated by this Agreement and, as such, are coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires in proportion accordance with its terms. Each Minor Non-Onex Holder hereby revokes any and all previous proxies or powers of attorney with respect to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Shares.

Drag-Along Rights. Prior If Members owning greater than 65% of the issued and outstanding Class A Interests (collectively, the “Dragging Members”) approve (x) a sale or exchange (by merger, consolidation or otherwise) of at least a majority of the Company Interests that are then issued and outstanding to a Qualified IPOPerson who is not an Affiliate of the Company or the Dragging Members (a “Third Party”) or (y) a sale or exchange by the Company and its Subsidiaries to a Third Party of all or substantially all of the assets of Company and its Subsidiaries, taken as a whole, then each Member other than the Dragging Members (the “Drag-Along Members”) hereby agrees that such Member shall (A) waive any appraisal rights that it would otherwise have in respect of the Drag-Along Sale (as defined below), (B) vote for, approve and otherwise consent to and raise no objection against (and instruct any Directors appointed by such Drag-Along Members to vote for, approve and otherwise consent to and raise no objection against) the Drag-Along Sale, (C) Transfer to or exchange with such Third Party, subject to the other provisions of this Section 9.2, on the terms approved by the Dragging Members in respect of their Company Interests to be sold or exchanged in the event transaction, including time of payment, amount, form and choice of consideration (excluding any amount payable to a Member for any unpaid Class A Additional Capital or the aggregate unpaid amount of Class A Additional Capital Yield) and adjustments to purchase price, that Bxxxxx proposes number of Company Interests equal to transfer (other than a Permitted Transfer) Securities representing more than sixtythe number outstanding Company Interests owned by such Member immediately prior to the Drag-percent (60%) of the fully-diluted Common Stock then held Along Sale multiplied by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same aggregate percentage of Company Interests to be sold in the total fullyDrag-diluted Common Stock held by such Holder Along Sale (if structured as a sale or exchange of equity), and (D) take any other action in connection with the Securities being disposed of Drag-Along Sale as may be reasonably requested by the Brazos Group represents Dragging Members. Each Drag-Along Member agrees to cooperate in connection with the consummation of the total fullya Drag-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangementAlong Sale, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes execution of such calculationagreements, any shares of Common Stock issuable upon exercise of any options granted pursuant stock powers and other related documents as may be required to any employee, officer or director benefit plan or arrangement, including effect the Options) such Securities to be transferred free and clear of all liensDrag-Along Sale. Notwithstanding the foregoing, in the event Brazos exercises its dragno Drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell Along Member which receives all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than meeting the net consideration received by such Holder requirement of this Section 9.2(a) shall have any right whatsoever hereunder to invest in such sale any Third Party or to retain or receive any securities of the Company or securities of any Third Party acquiring the Company (except and the condition set forth in this Section 9.2(a) shall be deemed satisfied) even if other Members are granted a right to invest in any entity acquiring the Company or to retain or receive any securities of the Company or to exchange securities of the Company for fraud, intentional misconduct or other customary exceptions)securities of any entity acquiring the Company.

Drag-Along Rights. Prior If (i) either of the Majority Stockholders and its Permitted Transferees (as defined below) or (ii) the Majority Stockholders and their Permitted Transferees (in either such case, collectively, the “Selling Stockholder”), desire to dispose, directly or indirectly, in a single transaction or a series of related transactions, of (x) all of their interest in Alltel or (y) at least twenty-five percent of the issued and outstanding shares of Common Stock or securities representing at least twenty-five percent of the voting power of Alltel, in either case to a Qualified IPO, in the event that Bxxxxx proposes to transfer good faith purchaser (a “Purchaser”) (other than any other investment partnership, limited liability company or other entity established for investment purposes and controlled by one or more of the members or the principals of the Majority Stockholders, a “Permitted TransferTransferee”) Securities representing more than sixty-percent and such Purchaser desires to acquire such interest upon such terms and conditions as agreed to with the Selling Stockholder, each Management Stockholder (60%and his or her Transferee, collectively) agrees to sell a portion (including all) of his or her Shares equal to the fully-diluted number of Shares owned by such Management Stockholder (and his or her Transferee) multiplied by a fraction, the numerator of which is the aggregate number of shares of Common Stock then held proposed to be transferred by the Brazos GroupSelling Stockholder, Brazos shall have and the right to require each non-selling Holder to transfer a portion denominator of its Securities which represents is the same percentage aggregate number of the total fully-diluted Common Stock held by such Holder as the Securities being disposed shares of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group Selling Stockholder, to such Purchaser (excluding, for purposes or to vote all of his or her Shares entitled to vote in favor of any merger or other transaction which would effect a sale of such calculation, any shares of Common Stock) at the same price per share of Common Stock and pursuant to the same terms and conditions with respect to payment for the shares of Common Stock issuable upon exercise as agreed to by the Selling Stockholder. In such case, the Selling Stockholder shall give written notice of any options granted pursuant such sale to any employee, officer each Management Stockholder (and his or director benefit plan or arrangement, including the Optionsher Transferee) such Securities to be transferred free and clear of all liens. Additionally, at least fifteen (15) days prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes consummation of such calculationsale, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set setting forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities the consideration to be transferred being free and clear of all liensreceived in the transaction, (ii) such Holder’s power and authority to effect such transfer the identity of its Securities and the Purchaser, (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member any other material items and conditions of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent proposed transfer and (65%iv) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations date of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)proposed transfer.

Drag-Along Rights. Prior (a) If at any time during the Term, any Clorox Partner enters into an agreement to consummate a Qualified IPO, in transaction constituting a direct or indirect sale of [* * *] of the event that Bxxxxx proposes to transfer Glad Global Business (other than a Permitted TransferClorox Change of Control) Securities representing more than sixty(a “Third-Party Sale”), then upon the written demand of Clorox, each P&G Partner will agree to sell [* * *] JV Interests, and the P&G Option if the Third-Party Sale is during the Option Exercise Period and the P&G Option is not THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. yet exercised, and at a price [* * *] to the Fair Market Value for such JV Interests, and upon the same other terms and conditions as to be given to the Clorox Partners, provided that in order to be entitled to exercise their rights in connection with a Third Party Sale, [* * *] percent (60[* * *]%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens[* * *]. Notwithstanding the foregoing, in the event Brazos exercises its dragwith respect to any a Third-along rights as set forth aboveParty Sale that occurs prior to [* * *], each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price to be paid to the P&G Partners in such Third-Party Sale for P&G’s initial Ordinary JV Interest of ten percent (10%) and Class C Interest will be an aggregate of no less than $[* * *]. With respect to the P&G Option if the P&G Option is unexercised but exercisable, the P&G Partners will receive from the proceeds [* * *] the amount by which the Fair Market Value of the [* * *] exceeds the Option Price. The purchase price payable to the P&G Partners for Securities the P&G Option (if the P&G Option is unexercised, but exercisable) will therefore be the greater of [* * *] will be reduced by an equal amount). Upon completion of such sale the P&G Option will terminate. Clorox agrees it will not enter into a Holder that are not the same as the Securities being sold Third-Party Sale, unless otherwise agreed by the Brazos Group shall be adjustedP&G Partners, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)without [* * *].

Drag-Along Rights. Prior (i) If the Stockholders holding a majority of the voting power of the Shares (the “Sale Majority”) approve a bona fide sale or exchange, whether directly or pursuant to a Qualified IPOsale, in the event that Bxxxxx proposes to transfer (merger, consolidation or other than a Permitted Transfer) Securities representing more than sixty-percent (60%) business combination, of all or substantially all of the fullyShares to a Third-diluted Common Stock Party Purchaser (a “Drag-Along Event”), then held by the Brazos Group, Brazos Stockholders comprising a part of the Sale Majority shall have the right right, subject to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member provisions of this Section 3.1(g) (“Drag-Along Rights”), to require all of the MassMutual Group other Stockholders (the “Drag-Along Stockholders” and the number each individually a “Drag-Along Stockholder”) to (A) if such Drag-Along Event is structured as a sale of Securities Shares, sell, Transfer and deliver or cause to be sold pursuant sold, Transferred and delivered to such exercise Third- Party Purchaser all Shares and Common Stock Equivalents owned by Brazos of its drag along rights by persons that are not members the Drag-Along Stockholders or (B) if such Drag-Along Event is structured as a merger, consolidation or other business combination requiring the consent or approval of the MassMutual Group shall be adjusted on a proDrag-rata basis to accommodate Along Stockholders, vote their Shares in accordance with the sales by the members written instructions of the MassMutual Group. The securities sold by Stockholders comprising a part of the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price Sale Majority in favor thereof, and otherwise treated identically with consent to and raise no objection to such transaction, and waive any dissenters’ rights, appraisal rights or similar rights which the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties Drag-Along Stockholders may have in connection with therewith; and, in any such sale other than representations and warranties as event, subject to (i) such Holder’s ownership the provisions of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and subsection (iii) such matters pertaining of this Section 3.1(g), the Drag-Along Stockholders shall agree to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be bound by the same terms, provisions and conditions in proportion respect of the Drag-Along Event. The provisions of Section 3.1(f) shall not apply to and any transaction to which this Section 3.1(g) applies to the extent the Stockholders comprising a part of the Sale Majority shall have in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptionsfact exercised their Drag-Along Rights under this Section 3.1(g).

Drag-Along Rights. Prior (a) Subject to a Qualified IPOthe last sentence of Section 6.8, if any Stockholder, or group (as defined in the event that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%Section 13(d)(3) of the fully-diluted Common Stock then held by Exchange Act) of Stockholders and their respective Affiliates (the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer “Dragging Stockholder(s)”) collectively owning at least a portion of its Securities which represents the same percentage majority of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any outstanding shares of Common Stock issuable upon exercise of any options granted pursuant on a fully diluted basis receives an offer from a Third Party to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of purchase all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any outstanding shares of Common Stock issuable upon exercise of any options granted (whether pursuant to any employeea sale of stock, officer a merger or director benefit plan or arrangementotherwise), and such offer is accepted by the Dragging Stockholder(s) (the “Drag Transaction”), then each Stockholder hereby agrees that, if requested to do so by such Dragging Stockholder(s), it will Transfer all of its shares of Common Stock to such Third Party on the terms of the offer so accepted by the Dragging Stockholder(s), including making the Optionssame representations, warranties, covenants, indemnities and agreements that the Dragging Stockholder(s) such Securities agrees to be transferred free and clear of all liens. Notwithstanding the foregoingmake (except that, in the case of representations and warranties pertaining specifically to the Dragging Stockholder(s), each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself, and except that, in the case of covenants or agreements capable of performance only by certain Stockholders, such covenants or agreements shall be made only by such certain Stockholders; provided that all representations, warranties, covenants, agreements and indemnities made by the Stockholders pertaining specifically to themselves shall be made by each of them severally and not jointly; and provided further that each Stockholder shall be severally (but not jointly) liable for breaches of representations, warranties, covenants and agreements of or (in the case of representations and warranties) pertaining to the Company and its Subsidiaries, and for indemnification obligations arising out of or relating to any such breach or otherwise pertaining to the Company, on a pro rata basis (based on the number of shares of Common Stock sold by each Selling Stockholder and each of the other Stockholders), such liability of each such Stockholder not to exceed such Stockholder’s pro rata portion of the gross proceeds of the sale). If the Dragging Stockholder(s) accepts such Drag Transaction, such Dragging Stockholder(s) shall give written notice to all Stockholders of the proposed Drag Transaction at least 30 days prior to the proposed consummation of such Drag Transaction. Subject to the next sentence, if requested to do so by the Dragging Stockholder(s), any Stockholder that is a holder of Common Stock Equivalents shall convert, exercise or exchange such Common Stock Equivalents into or for Common Stock in accordance with their terms on or prior to the closing date of such Drag Transaction. Notwithstanding anything in this Section 4.7 to the contrary, (i) in the event Brazos exercises its a Stockholder that holds Common Stock Equivalents (other than options to acquire shares of Common Stock granted under the Management Equity Plan and the 2012 Plan, which are governed by clause (ii) below) is required to Transfer such Common Stock Equivalents in a Drag Transaction, such Stockholder shall not be required to convert, exercise or exchange any such Common Stock Equivalent if and to the extent that the applicable conversion, exercise or exchange price of such Common Stock Equivalent is equal to or greater than the value of the consideration to be received by Stockholders in the Drag Transaction giving rise to drag-along rights as set forth above, each member of the MassMutual Group mayunder this Section 4.7 and, in its individual discretionlieu of such conversion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold or exchange, at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics election of such Securitiesholder of Common Stock Equivalents, any such Common Stock Equivalents shall instead be cancelled and forfeited; provided, further, that no Holder shall be required to make any representations or warranties (ii) in connection with such sale other than representations any Drag Transaction, the treatment of options to acquire shares of Common Stock granted under the Management Equity Plan and warranties as to (i) such Holder’s ownership the 2012 Plan shall be governed by the terms of its Securities to be transferred being free the applicable provision of the Management Equity Plan and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities the 2012 Plan and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member if any Transfer of Common Stock or Common Stock Equivalents of the MassMutual Group shall be required to accept consideration Company pursuant to this Section 4.7 is not permitted under an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; providedOther Agreement, further, any securities other than marketable securities received by any Holder pursuant to then such sale Transfer shall not be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification permitted or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)required hereunder.

Drag-Along Rights. Prior to a Qualified IPO, in (a) If at any time the event that Bxxxxx proposes Majority Holders determine to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) to an Independent Third Party all of the fully-diluted Common Stock Company Equity Securities in a sale, whether by sale of stock, merger, consolidation or otherwise, and in a bona fide negotiated transaction conducted on an arm's length basis, then held by such Majority Holders (the Brazos Group, Brazos "Triggering Majority Holders") shall have the right to require both the Paribas Group and the PCF Group to sell to the proposed transferee all but not less than all of their Company Equity Securities for the same amount and type (and relative proportions of each amount and type) of consideration received by the Triggering Majority Holders, per Company Share, provided, however, that (i) any options as to the type of consideration offered to the Triggering Majority Holders or to any other Equityholder of the Company must be offered to all Equityholders; (ii) at least 90% of the value of the consideration payable to each of the Equityholders, shall be payable in cash; (iii) any non-selling Holder to transfer a portion of its Securities cash consideration (which represents the same percentage shall not exceed 10% of the total fullyconsideration) shall constitute Marketable Securities (unless otherwise waived by the Equityholder receiving such non-diluted cash consideration); (iv) any consideration that includes Marketable Securities must provide an option to receive non-voting securities convertible into voting securities on the same terms as the Class B Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted are convertible into Class A Common Stock held by and are otherwise identical to the Brazos Group securities distributed; (excluding, for purposes v) each holder of then currently exercisable rights to acquire Company Shares will be given an opportunity to exercise such calculation, any shares rights prior to the consummation of Common Stock issuable upon exercise a sale approved pursuant to this Section 2(a) and participate in such sale as a holder of Company Shares; (vi) no consideration of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to type will be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale, directly or indirectly, to any Equityholder or any Affiliate thereof or any entity in which any such person owns any beneficial interest, except consideration payable to such Equityholder of the same type and amount per share (and relative proportions of each amount and type) available to each Equityholder pursuant to this Section 2; (vii) each Equityholder shall transfer all of its respective securities of the Company in such transaction; (viii) all amounts owing with respect to the Credit Agreement and the Subordinated Loan Documents shall have been indefeasibly paid in full in cash at or prior to the consummation of such sale; and (ix) if such sale is structured other than representations and warranties as to a sale of stock (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liensi.e., (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; providedmerger, furtherconsolidation or other transaction), any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than have been approved by the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations Company's Board of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Directors.

Drag-Along Rights. Prior (A) Notwithstanding any other provision in this Agreement, if Seller and/or one or more Oaktree Parties (such Person or Persons, "Seller") proposes to Transfer (other to another Oaktree Party) shares of Preferred Stock representing (a) more than 50% of the total voting power represented by the outstanding capital stock (including the Preferred Stock) then outstanding and normally entitled to vote in the election of directors of the Company ("Voting Stock") or (b) more than 50% of the total voting power represented by the outstanding Voting Stock of the Company and other securities of the Company having the right to vote upon the satisfaction of any condition or the occurrence of any contingency or event, including the exercise, exchange or conversion of the security for or into any other security (the Preferred Stock being Transferred being referred to as the "Seller Stock"), to any third party (a "Drag Along Third Party") pursuant to a Qualified IPO, bona fide offer to acquire shares of Preferred Stock (whether in the event that Bxxxxx proposes form of a purchase of shares of Preferred Stock, merger, consolidation, exchange, business combination, recapitalization or otherwise) made by an unrelated Person which has the demonstrable financial ability to transfer consummate such a transaction (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) of the fully-diluted Common Stock "Bona Fide Offer"), then held by the Brazos Group, Brazos Seller shall have the right right, subject to the provisions of this Section 11, to require each non-selling Holder all Purchasers (collectively, the "Drag Along Sellers") to transfer include in such Transfer (a "Required Sale") a portion of its Securities which represents each such Drag Along Seller's shares of Preferred Stock (the same "Drag Along Stock") by delivering notice (the "Drag Along Notice") to the Drag Along Sellers. The portion that each Drag Along Seller shall be required to include in the Required Sale shall equal the product of (i) the percentage of the total fully-diluted Common Preferred Stock held by Seller that it proposes to Transfer (expressed as a percentage), divided by 100, and (ii) the aggregate number of shares of Preferred Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Drag Along Seller.

Drag-Along Rights. Prior If (a) a majority of the members of the Company’s Board of Directors and (b) the Requisite Investors approve a sale of Company or all or substantially all of Company’s assets, whether by means of a merger, consolidation, sale of stock or assets or otherwise (a “Sale of the Company”), all Investors and Holders shall consent to and vote their Shares in favor of the Sale of the Company, and if the Sale of the Company is structured as (i) a merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, each Investor and Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) a sale of the stock of the Company, the Investors and Holders shall agree to sell their Shares on the terms and conditions approved by (x) a majority of the members of the Company’s Board of Directors and (y) the Requisite Investors; provided, however, that, (A) all proceeds from such Sale of the Company shall be payable to the holders of the Company’s Stock in accordance with the Certificate of Incorporation, including, without limitation, Article 4B, Paragraph 3 thereof, which entitles the holders of Convertible Preferred Stock to a Qualified IPOliquidation preference payment and other rights set forth therein, in except that, at the event that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) discretion of the fully-diluted Common Stock then held by the Brazos GroupCompany’s Board of Directors, Brazos shall have the right to require each non-selling Holder to transfer a portion holders of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise that are unvested on the date that the Sale of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPOCompany is consummated may receive, in lieu of proceeds from the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) Sale of the fully-diluted Company and in exchange for their unvested shares of Common Stock then held by the Brazos GroupStock, Brazos shall have the right unvested securities or options to require each non-selling member acquire securities of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) entity surviving the Sale of the fully-diluted Common Stock then held by the Brazos Group Company on an equitable basis, (B) except as set forth above) to transfer a portion in the preceding clause (A), the terms of its Securities which represents the same percentage such Sale of the total fully-diluted Common Company applicable to holders of shares of each series of Convertible Preferred Stock, in their capacities as holders thereof, shall be no less favorable than the terms applicable to the holders of all other series of Convertible Preferred Stock held by in their capacities as holders thereof and (C) if the Requisite Investors are given the option to choose the form of consideration to be received in such member Sale of the MassMutual Group as Company on its Stock, the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities obligations of a Holder that are not or other Investor to approve the Sale of the Company under this Section 6 shall be conditioned upon it having received the same as option. Each Holder and Investor hereby irrevocably constitutes and appoints the Securities being sold by the Brazos Group shall be adjustedCompany and any representative or agent thereof, with full power of substitution, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection its true and lawful attorney-in-fact with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s full irrevocable power and authority in the place and stead of such Holder or Investor and in the name of such Holder or Investor or in its own name, for the purpose of carrying out the terms of this Section 6, to effect such transfer of its Securities take any and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above all appropriate action and to execute any post closing indemnification and all documents and instruments which may be necessary or similar post closing obligations imposed upon members desirable to accomplish the purposes of the Brazos Group this Section 6. Such Holder and Investor hereby ratifies all that said attorneys shall lawfully do or cause to be in proportion to and in an amount no greater than the net consideration received done by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)virtue hereof.

Drag-Along Rights. Prior If, prior to the closing of a Qualified IPO, holders of at least a majority of the aggregate number of the Company’s outstanding Preference Shares, voting as a separate class, and holders of at least a majority of the aggregate number of the Company’s Ordinary Shares, voting as a separate class (collectively, the “Approving Members”), vote in favor of, otherwise consent in writing to, and/or otherwise agree in writing to sell or transfer all of their shares in any Liquidation Transaction that has been approved by a majority of the Directors, then the Company shall promptly notify each of the other parties to this Agreement (the “Remaining Members”) in writing of such vote, consent and/or agreement and the material terms and conditions of such Liquidation Transaction, whereupon each Remaining Member shall, in accordance with instructions received from the Company, vote all of its voting securities of the Company in favor of, otherwise consent in writing to, and/or otherwise sell or transfer all of its shares in such Liquidation Transaction (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that Bxxxxx proposes such Remaining Member has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to transfer by the Approving Members and the Board of Directors; provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ as between Ordinary Shares and the Preference Shares and different series of Preference Shares (including without limitation, in order to reflect the Liquidation Preference and participation rights of the Preference Shares as set forth in Article 148 of the Restated Articles). As used herein, a “Liquidation Transaction” means a liquidation, dissolution or winding up of the Company and shall be deemed to occur if the Company shall sell, convey, or otherwise dispose of all or substantially all of its property or business or merge with or into or consolidate with any other corporation, limited liability company or other entity (other than a Permitted Transfer) Securities representing more than sixtywholly-percent (60%) owned subsidiary of the fully-diluted Common Stock then held Company), provided, that none of the following shall be considered a Liquidation Transaction: (i) a merger effected exclusively for the purpose of changing the domicile of the Company, (ii) a bona fide equity financing for the primary purpose of raising capital and in which the Company is the surviving corporation pursuant to terms approved by the Brazos GroupBoard of Directors, Brazos shall including a majority of the Preference Designees or (iii) a transaction in which the shareholders of the Company immediately prior to the transaction own 50% or more of the voting power of the surviving corporation following the transaction. In furtherance of the foregoing, the Company is hereby expressly authorized by each Remaining Member to take any or all of the following actions on such Remaining Member’s behalf (without receipt of any further consent by such Remaining Member): (i) vote all of the voting securities of such Remaining Member in favor of any such Liquidation Transaction; (ii) otherwise consent on such Remaining Member’s behalf to such Liquidation Transaction; (iii) sell all of such Remaining Member’s shares in such Liquidation Transaction, in accordance with the terms and conditions of Article 153 of the Restated Articles; and/or (iv) act as the Remaining Member’s attorney-in-fact in relation to any such Liquidation Transaction and have the right full authority to require each non-selling Holder sign and deliver, on behalf of such Remaining Member, share transfer certificates, share sale or exchange agreements and certificates of indemnity relating to transfer a portion of its Securities which represents any shares in the same percentage capital of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, Company in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of such Remaining Member has lost or misplaced the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liensrelevant share certificate. Notwithstanding the foregoingforegoing provisions of this Section 2.7, the Remaining Members shall not be obligated to vote, consent and/or sell their shares in connection with any such Liquidation Transaction to the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell extent that all of the Securities Approving Members do not also do so with respect to all of the Company shares held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)them.

Drag-Along Rights. Prior (a) If at any time prior to expiration of this Agreement, if any Existing Partner or a Qualified IPO, in the event that Bxxxxx proposes group of Existing Partners is proposing to transfer dispose of or sell (other than a to Permitted TransferTransferees) Company Securities representing more than sixty-percent (60%) in the aggregate at least 50% of the Class A Shares of the Company then outstanding (calculated on a fully-diluted Common Stock basis and as if all then held issued and outstanding Och-Ziff Operating Group A Units had been exchanged pursuant to the terms of the Exchange Agreement for Class A Shares) pursuant to a bona fide offer from a third party (a “Drag-Along Sale”), such Existing Partner(s) may, at its/their option, require the Investor, each other Permitted Transferee of the Investor that holds any of the Purchased Class A Shares, to sell that number of Class A Shares as determined in accordance with Section 6.3(d) below to the purchaser in the Drag-Along Sale (the “Purchaser”) by giving written notice (the “Notice”) to the Investor not later than ten (10) Business Days prior to the consummation of the sale contemplated by the Brazos Group, Brazos shall have Drag-Along Sale (the right to require each non“Drag-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respectsAlong Right”); provided, however, that if the purchase price payable Existing Partners exercise the Drag Along Right, the Existing Partners shall cause all Existing Partners holding Class A Shares (or equity exchangeable for Securities Class A Shares) to sell that number of a Holder that are not shares as determined in accordance with Section 6.3(d) to such Purchaser on the same as terms and conditions. The Notice shall contain written notice of the Securities being sold exercise of such Existing Partners’ rights pursuant to Section 6.3 of this Agreement, setting forth the consideration per share to be paid by the Brazos Group shall be adjusted, as appropriate, to reflect Purchaser and the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations material terms and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member conditions of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixtyDrag-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Along Sale.

Drag-Along Rights. Prior If at any time AAH desires to a Qualified IPO, in the event that Bxxxxx proposes to transfer Transfer all (other than a Permitted Transfer) Securities representing more than sixty-percent (60%or any portion) of the fully-diluted Common Stock then held by the Brazos Groupits Interest in accordance with Section 7.01(a) to any Third Party Purchaser (or Third Party Purchasers), Brazos AAH shall have the right to require each non-selling Holder to transfer a that all other Members Transfer the same portion of its Securities which represents their respective Interests to such Third Party Purchaser (or Third Party Purchasers) at the same percentage relative price (taking into consideration the size and type of Interest of each such other Member, but without applying any discount due to any Member's lack of control with respect to the Company) in the same form of consideration and otherwise on substantially similar terms as the sale by AAH. AAH shall provide a notice to the Company in writing (the "Drag- Along Notice") of such sale at least 30 days prior to the date of closing thereof, and the Drag-Along Notice shall identify such Third Party Purchaser (or Third Party Purchasers), all material terms of the total fully-diluted Common Stock held by such Holder as sale and the Securities being disposed date of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liensclosing. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer The Company shall promptly notify each Member (other than a Permitted Transfer) Securities representing more than fifty-percent (50%AAH) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member its receipt of the MassMutual Group Drag-Along Notice. Upon the closing of any sale by AAH of all (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%or such portion) of its Interest as described in a Drag-Along Notice, such Third Party Purchaser (or Third Party Purchasers) shall pay to each Member the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant consideration payable to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties Member in connection with such sale of all (or such portion) of the Interests of such Member to such Third Party Purchaser (or Third Party Purchasers), net of such Member's proportionate share (based on the relationship the sale price for the Interests being sold by such member bears to the aggregate sale price for all Interests being sold to such Transferee) of the legal, investment banking and other expenses of AAH incurred in connection with such sale, other than representations any expenses payable to AAH or to any Affiliate of AAH or the Company, and warranties as to the Interests (ior such portion) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining Members shall be deemed Transferred to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent Third Party Purchaser (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptionsThird Party Purchasers).

Drag-Along Rights. Prior If at any time the Board elects to consummate a Qualified IPOSale of the Company to any Independent Third Party in a bona fide arm's-length transaction and such transaction is approved by a Majority-in-Interest of the Members as set forth herein (a "Drag Along Sale"), the Board shall notify all of the Unit Holders in writing setting forth in reasonable detail the event terms and conditions of such Drag Along Sale and each Unit Holder shall, upon the written request of the Board, consent to and raise no objections to the proposed Drag Along Sale, and take all other actions reasonably necessary or desirable to cause the consummation of such Drag Along Sale; provided that, if a Drag Along Sale is structured such that Bxxxxx proposes any Member is given the option to transfer (other less than a Permitted Transfer) Securities representing more than sixty-percent (60%) all of the fully-diluted Common Stock Units owned by such Member (any such Member, a "Rollover Member"), then held by the Brazos Group, Brazos each Member shall have the right to require each non-selling Holder right, but not the obligation, to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock Units of each class held by such Holder Member as the Securities is being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of Rollover Member. Subject to the MassMutual Group immediately preceding sentence, if the Drag Along Sale is structured as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer i) a merger or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth aboveconsolidation, each member Unit Holder will waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of the MassMutual Group mayUnits (including by recapitalization, in its individual discretionconsolidation, elect reorganization, combination or otherwise), each Unit Holder will agree to sell all of its Units (and rights to acquire any Units) on the Securities held terms and conditions approved by such member the Board. The obligations of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Unit Holders pursuant to an exercise by Brazos this Section 7.6(a) with respect to a Drag Along Sale are subject to the following conditions: (x) the consideration payable upon consummation of its drag-along rights such Drag Along Sale to all of the Unit Holders shall be sold at allocated among the Unit Holders as set forth in Section 4.1(a), and (y) upon the consummation of the Drag Along Sale, all of the Unit Holders shall receive the same form of consideration per Unit of the same class or other equity interest. Each Unit Holder agrees to be bound by agreements with respect to indemnification or other obligations that the sellers of Units are required to provide in connection with a Drag Along Sale, amounts paid into escrow, amounts subject to holdbacks or amounts subject to post-closing purchase price adjustments, and otherwise treated identically with the Securities being sold by the Brazos Group in all respectsagreements to appoint representatives; provided, however, that the purchase price payable for Securities of a (1) any such indemnification, escrow, holdback and adjustment obligations undertaken by any Unit Holder that are not the same as the Securities being sold by the Brazos Group (A) shall be adjusted, as appropriate, several and not joint in proportion to reflect such Unit Holder's Units in the comparative economics Company determined on the basis of such Securities; providedUnit Holder's Pro Rata Share as of the time of such Drag Along Sale, furtherand (B) shall not exceed the total amount of consideration received by such Unit Holder in connection with such Drag Along Sale (except with respect to representations and warranties relating solely to such Unit Holder, that including title to any Units), and (2) no Holder Member or any of his, her or its Affiliates shall be required to make enter into (A) any representations or warranties non-compete covenant in connection with such sale other than representations excess of two (2) years in duration and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as outside the purchaser may reasonably require; provided, further, no Holder which is a member geographic scope of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less Restricted Territory and is no more restrictive than sixtythe covenant contained in Section 5.3 or (B) any non-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to solicitation covenant unless such sale shall be non- solicitation covenant is otherwise subject to no less favorable rights than the sale rights, preemptive rights customary carve-outs for general advertising and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be hiring in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)respect thereof.

Drag-Along Rights. Prior to a Qualified IPO(a) For so long as the Sponsors directly or indirectly hold, in the event that Bxxxxx proposes to transfer (other aggregate, greater than a Permitted Transfer) Securities representing more than sixty-forty percent (6040%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right outstanding Company Shares and one or more Sponsors agree to require each non-selling Holder to transfer enter into a portion of its Securities transaction which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, would result in the event that Brazos proposes to transfer (other Transfer of greater than a Permitted Transfer) Securities representing more than fifty-forty percent (5040%) of the fullyCompany Shares to a non-diluted Common Stock then held Affiliate third party (a “Drag-Along Buyer”), such Sponsor(s) (the “Selling Stockholders”) may compel each other Stockholder (together, the “Drag-Along Stockholders”) to sell its Company Shares by delivering written notice (a “Drag-Along Notice”) to the Drag-Along Stockholders not later than three (3) Business Days prior to the consummation of the proposed Transfer, stating that such Selling Stockholders wish to exercise their rights under this Section 4.05 with respect to such Transfer, and setting forth the name and address of the Drag-Along Buyer, the number and class(es) of Company Shares proposed to be Transferred, the proposed amount and form of the consideration, and all other material terms and conditions offered by the Brazos GroupDrag-Along Buyer; provided, Brazos shall have that if a Drag-Along Stockholder (or in the right case of Co-Invest, Co-Invest II or Co-Invest III, their respective members) advise the Sponsors that they desire to require each nonparticipate in such transaction without having to be compelled, the Company Shares that would be Transferred by such Drag- Along Stockholder (or in the case of Co-selling member Invest, Co-Invest II or Co-Invest III, their respective members) to a Drag-Along Buyer may be included in determining whether or not a proposed transaction would result in the Transfer of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more greater than sixty forty percent (6040%) of the fullyCompany Shares to the extent a Drag-diluted Common Stock then held by the Brazos Group as set forth above) Along Stockholder consents to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excludingtreatment, and provided further, that in order for purposes of such calculation, any shares of Common Stock issuable upon one Sponsor to exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth aboveunder this Section 4.05, each member it must receive the consent of the MassMutual Group mayother Sponsor, in such consent being required for so long as such other Sponsor, together with its individual discretionAffiliates, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold beneficially owns at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-least five percent (655%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)outstanding Company Shares.

Drag-Along Rights. Prior to a Qualified IPO, in (a) In the event that Bxxxxx proposes a Member agrees to transfer (the sale or other than Transfer to a Permitted Transfer) Securities representing more than sixty-Person not Affiliated therewith of such of the Membership Interests as constitutes in excess of seventy percent (6070%) of the fullyaggregate Membership Interests of all Members as of such date, such approving and selling Member(s) (the “Drag-diluted Common Stock then held Along Sellers”) shall be entitled, by delivery of a fifteen (15) Business Day prior written notice to all of the Brazos Groupother Members specifying the name and address of the proposed Transferees to such transaction and the terms and conditions thereof, Brazos shall have the right to require each non-selling Holder of the other Members to transfer a portion of its Securities which represents Transfer the same percentage of the total fully-diluted Common Stock Membership Interests held by such Holder Members to the proposed Transferees for the equivalent consideration per Membership Interest (based on the intrinsic value of the Membership Interests calculated as if the Company were liquidated and the remaining assets were distributed in accordance with Section 10.2) and otherwise upon the same terms and conditions as the Securities being disposed of by Drag-Along Sellers in the Brazos Group represents of proposed transaction. If any Member shall fail to execute any such documents, such Drag-Along Sellers may authorize the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes Company to execute such documents on behalf of such calculationMember. Notwithstanding anything herein to the contrary, this Section 9.7 shall apply to the Members other than the Drag-Along Sellers only (a) if any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer representation and warranty or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior indemnification obligations that relate specifically to a Qualified IPOparticular holder of equity securities (such as representations and warranties or indemnification therefor given by a holder regarding such holder’s title to and ownership of such equity securities) shall be borne solely by such holder, in the event that Brazos proposes to transfer (other than a Permitted Transferb) Securities representing if such Member shall not be liable under any indemnity or contribution agreement for more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held amount actually received by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of party in such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties transaction except in connection with such sale other than representations claims of fraud by the Member, and warranties (c) if all Members will receive the same form and amount of consideration per equity security, and if any Member is given an option as to (i) such Holder’s ownership the form and amount of consideration to be received in respect of its Securities to equity securities, all Members will be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as given the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)same option.

Drag-Along Rights. Prior If the Shareholders receive a bona fide cash offer (or cash equivalents) (in this Section 8(3) called a "Third Party Offer") from a person at arm's length to all of the Shareholders (in this section called a Qualified IPO"Third Party") for all of the outstanding Shares of the Company, then unless all of the Shareholders have already agreed to accept or reject the Third Party Offer, one or more Shareholders may require all of the Shareholders to indicate in writing to the Company as to whether they are in favour or against acceptance of the Third Party Offer. A Shareholder who does not participate in the event that Bxxxxx proposes straw vote is deemed to transfer (other than a Permitted Transfer) Securities representing more than sixty-be against acceptance. Shareholders holding collectively at least eighty percent (6080%) per cent of the fully-diluted Common Stock then held issued and outstanding Shares (the "Accepting Shareholders") who vote to accept the Third Party Offer may, if they wish, give a notice (the "Drag Along Notice") to the Shareholders who have not voted to accept the Third Party Offer (the "Standing Xxx Shareholders"). Delivery of the Drag Along Notice is deemed to be an offer by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect Accepting Shareholders to sell all of the Securities held Shares owned by such member of them to the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold Standing Xxx Shareholders at the same price per Share and otherwise treated identically with on the Securities being sold same terms and conditions as are contained in the Third Party Offer. The Standing Xxx Shareholders may accept the offer deemed by the Brazos Group Tag Along Notice within fifteen (15) Business Days following receipt of the Drag Along Notice in which case there shall be a binding agreement of purchase and sale by which the Standing Xxx Shareholders shall purchase all respects; provided, that of the purchase price payable for Securities of a Holder that are not Shares owned by the Accepting Shareholders at the same price per Share and on the same terms and conditions as are contained in the Securities being sold Third Party Offer. The Drag Along Notice may be accepted by one or more of the Standing Xxx Shareholders, and if it is accepted by more than one, unless they otherwise agree, each of them shall purchase that number of Shares of the Accepting Shareholders pro rata to the number of shares owned by the Brazos Group shall be adjustedStanding Xxx Shareholders who accept the offer in the Drag Along Notice. For greater certainty, as appropriateif there is only one Standing Xxx Shareholder who delivers a Notice, to reflect the comparative economics of such Securities; provided, further, that no Holder Standing Xxx Shareholder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of purchase all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group Shares of the Accepting Shareholders, and if two or more Standing Xxx Shareholders accept the offer deemed by the Tag Along Notice, then they shall purchase in such proportions as they may agree or, failing agreement, pro-rata in accordance with number of Shares owned by them. If the Standing Xxx Shareholders do not accept the offer deemed by the Tag Along Notice within the fifteen (15)-day period referred to above in this Section 8(3), then the Standing Xxx Shareholder(s) shall be deemed to have accepted the Third Party Offer and shall be required to accept consideration pursuant to an exercise by Brazos sell all of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant their Shares to the Stockholders Agreement. Any obligations of Third Party in accordance with the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Third Party Offer.

Drag-Along Rights. Prior (a) Other than any Permitted Transfer pursuant to a Qualified IPOSection 2.2 or any Transfer made in connection with an Initial Public Offering, in the event that Bxxxxx proposes to transfer one (other than a Permitted Transfer1) Securities representing or more than sixty-percent Stockholders that collectively beneficially own(s) (60%directly or through their Affiliates) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-at least fifty percent (50%) of the fullythen-diluted Common Stock then held by outstanding Shares (the Brazos Group“Drag-Along Rightholder(s)”) intend to Transfer or otherwise similarly dispossess in a transaction (or a series of related transactions), Brazos shall have the right pursuant to require each non-selling member a bona fide offer from any single Third Party Purchaser (or group of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities Affiliated Third Party Purchasers), Shares representing more than sixty at least fifty percent (6050%) of the fullythen-diluted Common Stock then held by the Brazos Group as set forth above) outstanding Shares or to transfer otherwise effect a portion of its Securities which represents the same percentage sale of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excludingCompany, for purposes of such calculationwhether through merger, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employeeconsolidation, officer share exchange, business combination, sale or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear disposition of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell or substantially all of the Securities held by such member consolidated assets of the MassMutual Group Company and its Subsidiaries, taken as a whole, or another similar transaction (each such transaction, a “Sale Transaction”), and such Sale Transaction is approved in accordance with the terms of this Agreement, the Drag-Along Rightholder(s) may send written notice (the “Drag-Along Notice”) to the Company and the number other Stockholders (the “Drag-Along Sellers”) notifying them of Securities the proposed Sale Transaction, the identity of the purchaser, the amount and type of consideration proposed to be sold pursuant paid per Share and any other material terms and conditions of such proposed Sale Transaction. Subject to Section 3.2(c), upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group notice shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as obligated to (i) participate in such Holder’s ownership Sale Transaction by Transferring to the Third Party Purchaser(s) involved in such Sale Transaction all of its Securities to be transferred being free Shares, upon the same terms and clear conditions (including the form of compensation received) set forth in the Drag-Along Notice (including payment of its pro rata share of all liens, costs associated with such transaction); (ii) consent to, vote in favor of, raise no objection to and waive and refrain from exercising any appraisal or dissenter’s rights claim or any claim of breach of fiduciary duties (other than any claim that such HolderSale Transaction is not being effected in accordance with the terms set forth in this Agreement); and (iii) obtain any required consents and take any and all reasonably necessary actions in furtherance of the Sale Transaction at the Company’s expense (and hereby irrevocably makes, constitutes and appoints the Drag-Along Rightholders as its true and lawful attorneys-in-fact to do the same on its behalf). Each such Drag-Along Seller hereby authorizes each such attorney-in-fact to take any action necessary or advisable to consummate the proposed Sale Transaction, hereby giving each attorney-in-fact, with respect to all Shares owned by such Drag-Along Seller, full power and authority to effect do and perform each and every act or thing whatsoever requisite or advisable to be done to consummate the proposed Sale Transaction as fully as such transfer Drag-Along Seller might or could do so itself, and hereby ratifies and confirms that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which attorney is a member special power of the MassMutual Group shall attorney coupled with an interest and is irrevocable, and may be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received exercised by any Holder pursuant to such sale shall be subject to no less favorable rights than attorney-in-fact by listing such Drag-Along Seller executing any agreement, certificate, instrument, or other document with the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations single signature of the Holders arising under the definitive documentation any such attorney-in-fact acting as attorney-in-fact for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Drag-Along Seller.

Drag-Along Rights. Prior (a) The Rights. So long as Apollo owns the Apollo Minimum, if (i) Apollo proposes a transaction involving the Transfer of Common Stock representing at least a majority of the outstanding Common Stock of the Company or a transaction involving the Transfer of a majority of the assets of the Company (whether through a stock sale, a merger, a recapitalization, a consolidation transaction, a transaction involving the transfer of the majority of the assets of the Company or otherwise), or (ii) Apollo proposes to a Qualified IPOTransfer any or all of its Preferred Stock, in the event that Bxxxxx proposes each case, to transfer any person (a "Prospective Purchaser"), other than a transfer (A) to a Permitted TransferTransferee, or (B) Securities representing more than sixty-percent (60%) to the public by means of the fully-diluted Common Stock a public offering, then held by the Brazos Group, Brazos Apollo shall have the right (the "Drag-Along Right") to compel the remaining Stockholders (the "Drag-Along Stockholders") to sell (x) their shares of Common Stock, in the case of (i) above, or (y) their shares of Preferred Stock, in the case of (ii) above, in each case, to the Prospective Purchaser for a consideration per share and on terms and conditions no less favorable to the Drag-Along Stockholders than those Apollo is able to obtain (and in the case of a transfer of such shares or a transfer of assets of the Company, or other transaction requiring the vote of the Drag-Along Stockholders, this Drag-Along Right would entail the ability to require the Drag-Along Stockholders to vote their shares in favor of the transaction and to tender their shares for the transaction consideration) for its Common Stock or Preferred Stock, as applicable; provided, however, that any such transfer by a Drag-Along Stockholder does not violate applicable law. The number of shares subject to the Drag-Along Right shall be, as to each nonDrag-selling Holder to transfer Along Stockholder, (x) a portion number of its Securities which shares of Common Stock or Preferred Stock, as the case may be, that represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any all shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event Preferred Stock owned by that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fiftyDrag-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group Along Stockholder as the Securities being disposed number of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities Preferred Stock proposed to be transferred free and clear by Apollo represents as a percentage of all liensshares of Common Stock or Preferred Stock, as applicable, owned by Apollo (the "Pro Rata Portion") or (y) in the case of a Transfer of 80% or more of the outstanding Common Stock, such greater amount as designated by Apollo, in its sole and absolute discretion. Notwithstanding Apollo shall exercise the foregoingDrag-Along Right by giving written notice (the "Drag-Along Notice"), not less than 15 days prior to consummation of the transfer to the Prospective Purchaser, to the Company and the Drag-Along Stockholders stating: (i) that they propose to effect such a transaction; (ii) the name and address of the Prospective Purchaser; (iii) the proposed purchase price per share of Common Stock or Preferred Stock or for such assets; (iv) the Pro Rata Portion or, in the event Brazos exercises its drag-along rights as set forth above, each member case of a Transfer of 80% or more of the MassMutual Group mayoutstanding Common Stock, in its individual discretion, elect such greater amount as designated by Apollo; (v) that all the Drag-Along Stockholders shall be obligated to sell all of the Securities held by such member of the MassMutual Group their shares upon terms and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to conditions (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to applicable law) no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Drag-Along Stockholders Agreement. Any obligations than those Apollo is able to obtain for its shares, including entering into agreements with other persons on terms substantially identical to or more favorable to the Drag-Along Stockholders than those applicable to Apollo and obtaining any required consents; and (vi) in the case of a transfer, whether through a stock sale, a merger, a recapitalization, a consolidation transaction, a transaction involving the transfer of the Holders arising under majority of the definitive documentation for assets of the Company or otherwise, of such sale shares or of such assets in a transaction requiring the vote of or tenders by the Drag-Along Stockholders, that all the Drag-Along Stockholders shall be several obligated to vote in favor of such transaction and shall relate tender their shares for the transaction consideration. Each Drag-Along Stockholder affirms that its agreement to vote for the approval of the transaction with respect to the representations transfer of shares or assets to the Prospective Purchaser under this Section 5 is given as a condition of this Agreement and warranties as such is coupled with an interest and is irrevocable. This voting agreement shall remain in full force and effect throughout the time that this Section 5 is in effect. It is understood that this voting agreement relates solely to the transaction with a Prospective Purchaser as described above in this Section 5 and does not constitute the agreement to vote or consent as to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)matters.

Drag-Along Rights. Prior If Members owning greater than 65% of the issued and outstanding Class A Interests (collectively, the “Dragging Members”) approve (x) a sale or exchange (by merger, consolidation or otherwise) of at least a majority of the Company Interests that are then issued and outstanding to a Qualified IPOPerson who is not an Affiliate of the Company or the Dragging Members (a “Third Party”) or (y) a sale or exchange by the Company and its Subsidiaries to a Third Party of all or substantially all of the assets of Company and its Subsidiaries, taken as a whole, then each Member other than the Dragging Members (the “Drag-Along Members”) hereby agrees that such Member shall (A) waive any appraisal rights that it would otherwise have in respect of the Drag-Along Sale (as defined below), (B) vote for, approve and otherwise consent to and raise no objection against (and instruct any Directors appointed by such Drag-Along Members to vote for, approve and otherwise consent to and raise no objection against) the Drag-Along Sale, (C) Transfer to or exchange with such Third Party, subject to the other provisions of this Section 9.2, on the terms approved by the Dragging Members in respect of their Company Interests to be sold or exchanged in the event transaction, including time of payment, amount, form and choice of consideration and adjustments to purchase price, that Bxxxxx proposes number of Company Interests equal to transfer (other than a Permitted Transfer) Securities representing more than sixtythe number outstanding Company Interests owned by such Member immediately prior to the Drag-percent (60%) of the fully-diluted Common Stock then held Along Sale multiplied by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the same aggregate percentage of Company Interests to be sold in the total fullyDrag-diluted Common Stock held by such Holder Along Sale (if structured as a sale or exchange of equity), and (D) take any other action in connection with the Securities being disposed of Drag-Along Sale as may be reasonably requested by the Brazos Group represents Dragging Members. Each Drag-Along Member agrees to cooperate in connection with the consummation of the total fullya Drag-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangementAlong Sale, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes execution of such calculationagreements, any shares of Common Stock issuable upon exercise of any options granted pursuant stock powers and other related documents as may be required to any employee, officer or director benefit plan or arrangement, including effect the Options) such Securities to be transferred free and clear of all liensDrag-Along Sale. Notwithstanding the foregoing, in the event Brazos exercises its dragno Drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell Along Member which receives all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than meeting the net consideration received by such Holder requirement of this Section 9.2(a) shall have any right whatsoever hereunder to invest in such sale any Third Party or to retain or receive any securities of the Company or securities of any Third Party acquiring the Company (except and the condition set forth in this Section 9.2(a) shall be deemed satisfied) even if other Members are granted a right to invest in any entity acquiring the Company or to retain or receive any securities of the Company or to exchange securities of the Company for fraud, intentional misconduct or other customary exceptions)securities of any entity acquiring the Company.

Drag-Along Rights. Prior (i) If the Stockholders holding a majority of the voting power of the Shares (the “Sale Majority”) approve a bona fide sale or exchange, whether directly or pursuant to a Qualified IPOsale, in the event that Bxxxxx proposes to transfer (merger, consolidation or other than a Permitted Transfer) Securities representing more than sixty-percent (60%) business combination, of all or substantially all of the fullyShares to a Third-diluted Common Stock Party Purchaser (a “Drag-Along Event”), then held by the Brazos Group, Brazos Stockholders comprising a part of the Sale Majority shall have the right right, subject to require each non-selling Holder to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member provisions of this Section 3.1(g) (“Drag-Along Rights”), to require all of the MassMutual Group other Stockholders (the “Drag-Along Stockholders” and the number each individually a “Drag-Along Stockholder”) to (A) if such Drag-Along Event is structured as a sale of Securities Shares, sell, Transfer and deliver or cause to be sold pursuant sold, Transferred and delivered to such exercise Third-Party Purchaser all Shares and Common Stock Equivalents owned by Brazos of its drag along rights by persons that are not members the Drag-Along Stockholders or (B) if such Drag-Along Event is structured as a merger, consolidation or other business combination requiring the consent or approval of the MassMutual Group shall be adjusted on a proDrag-rata basis to accommodate Along Stockholders, vote their Shares in accordance with the sales by the members written instructions of the MassMutual Group. The securities sold by Stockholders comprising a part of the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price Sale Majority in favor thereof, and otherwise treated identically with consent to and raise no objection to such transaction, and waive any dissenters’ rights, appraisal rights or similar rights which the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties Drag-Along Stockholders may have in connection with therewith; and, in any such sale other than representations and warranties as event, subject to (i) such Holder’s ownership the provisions of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and subsection (iii) such matters pertaining of this Section 3.1(g), the Drag-Along Stockholders shall agree to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be bound by the same terms, provisions and conditions in proportion respect of the Drag-Along Event. The provisions of Section 3.1(f) shall not apply to and any transaction to which this Section 3.1(g) applies to the extent the Stockholders comprising a part of the Sale Majority shall have in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptionsfact exercised their Drag-Along Rights under this Section 3.1(g).

Drag-Along Rights. Prior (i) If one or more Sponsor Holders elect to a Qualified IPO, in the event Transfer to any Person or Persons that Bxxxxx proposes to transfer (other than a Permitted Transfer) Securities representing more than sixty-percent (60%) is not one of the fullySponsor Holders or an Affiliate of either of the Sponsor Holders in a bona fide arms’-length transaction or a series of similar or related bona-diluted Common Stock then fide arms’-length transactions at least the Requisite Amount of Subordinated Units (as defined below) held by the Brazos GroupSponsor Holders (a “Sale Event”), Brazos then, upon ten (10) Business Days written notice from the Sponsor Holders to each of the Investors holding Subordinated Units and to the Partnership, which notice shall have include a description of all of the right terms and conditions of the proposed Transfer, including the proposed time and place of closing, the consideration to require be received, the identity of the purchaser (and its controlling owners) and the amount of the Sponsor Holders’ Subordinated Units to be Transferred, along with information that establishes that the Sponsor Holders’ Subordinated Units to be Transferred are equal to or greater than the Requisite Amount of Subordinated Units (the “Sale Request”), each non-selling Holder of the Investors holding Subordinated Units shall be obligated to transfer a portion of its Securities which represents and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the total fully-diluted Common Stock held by such Holder Subordinated Units as the Securities being disposed percentage of by Subordinated Units the Brazos Group represents of Sponsor Holders are Transferring in the total fully-diluted Common Stock held by same transaction at the Brazos Group closing thereof (excluding, and will deliver certificates for purposes all of such calculationUnits, if any shares of Common Stock issuable upon exercise of any options granted pursuant to any employeeand as applicable, officer or director benefit plan or arrangementat the closing, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer Encumbrances (other than Encumbrances set forth in the LP Agreement, the limited liability company agreement of the GP, as amended or restated from time to time, or under applicable securities laws), together with unit powers duly endorsed); and (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Subordinated Units and any other agreement, instrument or certificates necessary to effectuate such Transfer, provided that, notwithstanding anything herein to the contrary, in connection with any Transfer pursuant to this Section 2(c)(i), the representations and warranties to be made by each such holder of Subordinated Units in such agreement shall be limited to matters that specifically relate to such holder such as due organization and authorization, no violation of laws, contracts or organizational documents, title and ownership and investor status, and each such holder of Subordinated Units shall have no obligation to make (i) representations and warranties as to the Partnership or others or (ii) any non-competition or non-solicitation covenant or any agreement limiting the business in which the holder of Subordinated Units (or its Affiliates) may engage, and provided, further, that each such holder of Subordinated Units may be required to indemnify the transferee on a Permitted several but not joint basis on terms no less favorable than the indemnification provided by the Sponsor Holders to the transferee (taking into account the relative ownership of Subordinated Units being Transferred in such transaction), which such indemnification liability for all matters shall not exceed the aggregate value of the consideration received by each such holder of Subordinated Units in connection with such Transfer. For purposes hereof, the “Requisite Amount of Subordinated Units” is (i) Securities representing that number of Subordinated Units which, when combined with the Investors’ Subordinated Units being Transferred, is more than fifty-fifty percent (50%) of the fully-diluted Common Stock then held by the Brazos Groupoutstanding Subordinated Units, Brazos shall have the right to require each non-selling member of the MassMutual Group where (but no other Holders unless Brazos proposes to transfer Securities representing more ii) not less than sixty thirty percent (6030%) of the fully-diluted Common Stock then outstanding Subordinated Units being Transferred are held by the Brazos Group as set forth above) to transfer a portion of single Sponsor Holder and its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group and the number of Securities to be sold pursuant to such exercise by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be in proportion to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions)Affiliates.

Drag-Along Rights. Prior (a) If Holdco approves or authorizes a sale or exchange, whether directly or pursuant to a Qualified IPOmerger, in consolidation or otherwise (the event that Bxxxxx proposes to transfer (other than "Company Sale"), of at least a Permitted Transfer) Securities representing more than sixty-percent (60%) majority of the fully-diluted then outstanding Common Stock in a bona fide arm's-length transaction to a third party that is not an Affiliate of Holdco or of the Company (an "Independent Third Party"), then held by the Brazos Group, Brazos Holdco shall have the right right, subject to all the provisions of this Section 4.4 (the "Drag-Along Right"), to require each non-selling Holder of the other Shareholders to (i) if such Company Sale is structured as a sale of stock, sell, transfer a portion and deliver or cause to be sold, transferred and delivered to such Independent Third Party all shares of Common Stock, and other transferable options, warrants or rights to subscribe for or purchase Common Stock (the "Other Rights"), owned by them; provided, however, that if Holdco agrees to sell less than all (the "Amount") of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employeesuch Independent Third Party, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) each of the fully-diluted Common Stock then held by the Brazos Groupother Shareholders shall only be required to sell, Brazos shall have the right transfer and deliver to require each non-selling member such Independent Third Party an amount of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise and Other Interests equal to the shares of any options granted pursuant to any employeeCommon Stock, officer or director benefit plan or arrangementand Other Interests, including owned by it multiplied by a fraction the Options) such Securities to be transferred free and clear numerator of all liens. Notwithstanding which is the foregoing, in the event Brazos exercises its drag-along rights as set forth above, each member of the MassMutual Group may, in its individual discretion, elect to sell all of the Securities held by such member of the MassMutual Group Amount and the number denominator of Securities to be sold pursuant to such exercise which is the total amount of shares of Common Stock, and Other Interests, owned by Brazos of its drag along rights by persons that are not members of the MassMutual Group shall be adjusted on a pro-rata basis to accommodate the sales by the members of the MassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; providedHoldco, that the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that no Holder shall be required to make any representations or warranties in connection with such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) if such Holder’s power Company Sale is structured as a merger, consolidation or other transaction requiring the consent or approval of the Company's shareholders, vote such Shareholder's shares of Voting Stock in favor thereof, and authority otherwise consent to effect such transfer of its Securities and (iii) such matters pertaining raise no objection to such Holder’s compliance with securities laws as the purchaser may reasonably require; providedtransaction, further, no Holder which is a member of the MassMutual Group shall be required to accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, waive any securities other than marketable securities received by any Holder pursuant to such sale shall be subject to no less favorable rights than the sale dissenters' rights, preemptive appraisal rights and registration or similar rights granted pursuant that such Shareholder may have in connection therewith; and, in any such event, except to the Stockholders Agreement. Any obligations extent otherwise provided in subsection (c) of the Holders arising under the definitive documentation for this Section 4.4, each such sale other Shareholder shall be several and shall relate agree to the representations and warranties described above and to any post closing indemnification or similar post closing obligations imposed upon members of the Brazos Group and shall be bound by the same terms, provisions and conditions (including, without limitation, provisions in proportion respect of indemnification) in respect of the Company Sale as are applicable to and in an amount no greater than the net consideration received by such Holder in such sale (except for fraudHoldco. The provisions of Sections 4.1 through 4.3 hereof, intentional misconduct or other customary exceptions)inclusive, shall not apply to any transactions to which this Section 4.4 applies.