Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. (i) In the event that on or after the fifth anniversary hereof a Selling Investor Member owning, alone or together with any other Member, more than 30% of the then outstanding Common Units (A) proposes to Transfer Interests, other than any Transfer to an Affiliate of such Selling Investor Member, and such Interests would represent more than 30% of the then outstanding Common Units, or (B) desires to effect an Exit Event, such Selling Investor Member shall have the right (the “Drag-Along Right”), upon written notice to the other Members, to require that each other Member join pro rata in such sale by selling a pro rata portion of such other Member’s Common Units on substantially the same terms (including with respect to representations, warranties and indemnification) as such Selling Investor Member; provided, however, that (x) any representations and warranties relating specifically to any Member (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form of consideration to be received by the Selling Investor Member in connection with the proposed sale may be different from that received by the other Members so long as the value of the consideration to be received by the Selling Investor Member is the same or less than what they would have received had they received the same form of consideration as the other Members (as reasonably determined by the Board in good faith). For purposes of this Section 12.8, for each Member “joining the Selling Investor Member in such sale” shall include voting its Interests consistently with the Selling Investor Member, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member and providing such other cooperation as the Selling Investor Member may reasonably request.

Drag-Along Rights. (i) In the event that on at any time Xxxxx (or after an Affiliate (other than the fifth anniversary hereof a Selling Investor Member owning, alone or together with any other Member, more than 30% of the then outstanding Common Units Company and its Subsidiaries) thereof holding Interests) (A) proposes to Transfer InterestsInterests in the Company, other than any Transfer to an Affiliate of such Selling Investor Member, and such Interests would represent more than 30% of the then outstanding Common UnitsXxxxx, or (B) desires to effect an Exit Event, such Selling Investor Member Xxxxx shall have the right (the “Drag-Along Right”), upon written notice to the other MembersMembers not less than 30 days prior to the proposed closing, to require that each other Member join pro rata in such sale by selling a pro rata portion of such other Member’s Common Units Interests on substantially the same (and no less favorable) terms (including with respect to representations, warranties and indemnification) as such Selling Investor Member; the selling Xxxxx Members, provided, however, that (x) any representations and warranties relating specifically to any Member (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) Member and any indemnification provided by the Members (other than in respect of representations and warranties relating to any such Shareholder’s title to or ownership of the Interests being sold by such Shareholder in the Proposed Sale and such holder’s authority, power and right to enter into and consummate such transaction without violating any other agreement or legal requirement) shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser purchaser; provided, further, however, that (i) in respect of consideration received by the Management Members, if a majority (based on ownership of participating Interests) of participating Management Members consent, (ii) in respect of consideration received by the Parthenon Members, with a Parthenon Members’ contributions to such escrow to be on a pro rata basis consent, or (iii) in accordance with respect of consideration received by the proceeds received from such saleInvestor Members (other than the Parthenon Members), it being understood and agreed that any such indemnification obligation if a majority (based on ownership of a Member shall in no event exceed participating Interests) of the net proceeds to such Member from such proposed Transfer; and Investor Members (zother than the Parthenon Members) consent, the form of consideration to be received by the Selling Investor Xxxxx or any Kelso Member in connection with the proposed sale may be different from that received by the other Management Members and/or the Investor Members so long as the value of the consideration to be received by the Selling Investor Xxxxx or any Kelso Member is the same or less than what they would have received had they received the same form of consideration as the other Management Members and/or Investor Members (as reasonably determined by the Board in good faith). For purposes of this Section 12.813.10, for each Member Member, “joining the Selling Investor Member Xxxxx in such sale” shall include voting its Interests consistently with the Selling Investor MemberXxxxx, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member Xxxxx and providing such other cooperation as the Selling Investor Member Xxxxx may reasonably request.

Drag-Along Rights. (ia) In the event that on or after the fifth anniversary hereof stockholders holding a Selling Investor Member owning, alone or together with any other Member, more than 30% majority of the outstanding shares of the Company’s Common Stock desire to consummate a “Sale of the Company” (as defined below), then outstanding Common Units (A) proposes prior to Transfer Interests, other than any Transfer to an Affiliate consummation of such Selling Investor Member, and such Interests would represent more than 30% Sale of the then outstanding Common UnitsCompany, the stockholder or group of stockholders initiating the Sale of the Company (B) desires to effect an Exit Event, such Selling Investor Member shall have the right (the each a “Drag-Along RightSeller”) shall deliver written notice (in accordance with Section 4.3(e)) to the other non-initiating stockholders (the “Non-Initiating Drag-Along Sellers”, and together with the Drag-Along Sellers, the “Sellers” and each a “Seller”) notifying such Non-Initiating Drag-Along Sellers that they will be required to participate in such Sale of the Company on the same terms and subject to the same conditions as the Drag-Along Sellers and otherwise comply with the terms of this Section 4.3 (a “Drag-Along Sale”), upon written notice to provided that the consideration received for the Drag-Along Sale (i) must be entirely for cash and/or marketable securities and (ii) must be for a price per share not less than the purchase price per share paid by the Investor under this Agreement (adjusted appropriately in the event of any forward or reverse stock split, stock dividend or recapitalization, reorganization, reclassification, combination, exchange of shares or other Members, to require that each other Member join pro rata in such sale by selling a pro rata portion of such other Member’s Common Units on substantially the same terms (including with respect to representations, warranties and indemnification) as such Selling Investor Member; provided, however, that (x) any representations and warranties relating specifically to any Member (other than similar exchange with respect to the representations referenced in Common Stock, other than pursuant to the foregoing subsection Amended and Restated Certificate of Incorporation of the Company) (xthe “Per Share Purchase Price”)) shall only be made by that Member; (y) any indemnification provided by . Upon the Members consummation of the Sale of the Company, each Non-Initiating Drag-Along Seller shall be based on entitled to receive the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit same proportion of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received aggregate consideration from such sale), it being understood and agreed that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form of consideration to be received by the Selling Investor Member in connection with the proposed sale may be different from that received by the other Members so long as the value Sale of the consideration Company that the Drag-Along Sellers are entitled to be received by the Selling Investor Member is the same or less than what they would have received had they received the same form of consideration as the other Members (as reasonably determined by the Board in good faith). For purposes of this Section 12.8, for each Member “joining the Selling Investor Member in such sale” shall include voting its Interests consistently with the Selling Investor Member, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member and providing such other cooperation as the Selling Investor Member may reasonably requestreceive.

Drag-Along Rights. 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 third party any Class B Units held by such Class B Members (including Class B Units transferred by such Class B Members to, and held by, their Permitted Transferees) (whether such sale is by way of purchase, merger, recapitalization or other form of transaction), then upon (i) In the event that on or after request of the fifth anniversary hereof Selling Holders and (ii) the consent of the Managing Member and a Selling Investor Member owningMajority in Interest of Class B Members, alone or together with any each other Class B Member, more than 30shall sell the same percentage, as applicable, of the Class B Units beneficially owned by such Class B Member 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 Selling Holders. For example, if the Selling Holders propose to sell 35% of the then outstanding Common Class B Units (A) proposes to Transfer Interestsheld by each of them, any other than any Transfer to an Affiliate Member shall, upon request of such the Selling Investor MemberHolders and the consent of the Managing Member and the Majority in Interest of Class B Members, and such Interests would represent more than 30sell 35% of the then outstanding Common UnitsClass B Units held by such other Class B Member. Each of the Class B Members agrees to such sale and to execute such agreements, powers of attorney, voting proxies or (B) desires other documents and instruments as may be necessary or desirable to effect an Exit Event, consummate such Selling Investor sale. Each of the Class B Members further agrees to timely take such other actions as the Managing Member may reasonably request as necessary in connection with the consummation of such sale. Each Class B Member shall have the right (the “Drag-Along Right”), upon written notice be required to the other Members, to require that each other Member join pro rata make customary representations and warranties in connection with such sale by selling a pro rata portion of such other Member’s Common Units on substantially the same terms (including transfer with respect to representationshis, her or its own authority to transfer his, her or its title to the Class B Units transferred, together with such other representations and warranties and indemnification) with respect to the Company as are made by the Selling Holders in connection with such Selling Investor Membersale; provided, however, that (x) any representations and warranties relating specifically to any the liability of each Class B Member (other than with respect to the representations referenced in and warranties concerning the foregoing subsection (x)) shall only be made by that Member; (y) any indemnification provided by the Members Company shall be limited to his pro rata portion of the proceeds paid in such sale. Each Class B Member shall pay his pro rata portion (based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form of consideration to be received by the Selling Investor Member in connection with the proposed sale may be different from that received by the other Members so long as the total value of the consideration to be received by such Class B Member compared to the Selling Investor Member is aggregate consideration received by all Members in the same or less than what they would have received had they received transaction) of the same form of consideration as the other Members (as reasonably determined by the Board reasonable out-of-pocket expenses incurred in good faith). For purposes of connection with a sale consummated pursuant to this Section 12.8, for each Member “joining the Selling Investor Member in such sale” shall include voting its Interests consistently with the Selling Investor Member, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member and providing such other cooperation as the Selling Investor Member may reasonably request6.03.

Drag-Along Rights. (i) In Subject to the provisions of Section 13.12 ("Right of First Offer"), in the event that on or after the fifth anniversary hereof a Selling Investor at any time any Kelso Member owning, alone or together with any other Member, more than 30% of the then outstanding Common Units (A) proposes to Transfer InterestsInterests or Special Membership Interests in the Company, other than any Transfer to an Affiliate of such Selling Investor MemberXxxxx, and such Interests or Special Membership Interests would represent represent, together with all Interests and Special Membership Interests previously Transferred by the Xxxxx Members, more than 3075% of the then outstanding Common Unitsaggregate Interests and Special Membership Interests, taken together, held by the Kelso Members or (B) desires to effect an Exit Event, such Selling Investor Member the Xxxxx Members shall have the right (the “"Drag-Along Right”"), upon written notice to the other Members, to require that each other Member join pro rata in such sale by selling a pro rata portion of such other Member’s Common Units on substantially the same terms (including with respect to representations, warranties and indemnification) as such Selling Investor Member; the selling Xxxxx Members, provided, however, that (x) any representations and warranties relating specifically to any Member (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) Member and any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale)purchaser; provided, it being understood and agreed further, however, that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form or forms of consideration to be received by the Selling Investor Xxxxx or any Xxxxx Member in connection with the proposed sale may be different from that received by the other Members so long as the value of the consideration to be received by the Selling Investor Xxxxx or any Kelso Member is the same or less (with respect to each of the Interests and Special Membership Interests being sold) than what they would have received had they received the same form or forms of consideration as the other Members (as reasonably determined by the Board in good faith). Notwithstanding the foregoing, the Kelso Members shall not be permitted to exercise the Drag-Along Right for a period of 18 months following the date hereof (the "Xxxxx Restriction Period") unless (x) the Company or any of its Subsidiaries is in default under any Financing Document or (y) for any fiscal quarter, in the good faith reasonable judgment of the Board, the Company and its Subsidiaries have failed to meet or exceed 75% of targeted EBITDA (as set forth in most recently business plan approved by the Board) for such period as set forth in the most recent business plan approved by the Board for such period. For purposes of this Section 12.813.10, for each Member “Member, "joining the Selling Investor Member Xxxxx Members in such sale” " shall include voting its Interests consistently with the Selling Investor MemberXxxxx Members, transferring its Interests or Special Membership Interests to a corporation organized in anticipation of such sale in exchange for capital stock or other securities of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member Xxxxx Members and providing such other cooperation as the Selling Investor Member Xxxxx Members may reasonably request.

Drag-Along Rights. (ia) In the event that on If, at any time, one or after the fifth anniversary hereof a Selling Investor Member owning, alone or together with any other Member, more than 30% of the then outstanding Common Units (AStockholder(s) proposes propose to Transfer Interests, other than any Transfer to an Affiliate of such Selling Investor Member, and such Interests would represent more than 30% of the then outstanding Common Units, or (B) desires to effect an Exit Event, such Selling Investor Member shall have the right (the “Drag-Along Right”), upon written notice to the other Members, to require that each other Member join pro rata in such sale by selling a pro rata portion of such other Member’s Common Units on substantially the same terms (including with respect to representations, warranties and indemnification) as such Selling Investor Member; provided, however, that (x) any representations and warranties relating specifically transfer Shares to any Member (other than with respect to the representations referenced Person which would result in the foregoing subsection (x)) shall only be made by that Member; (y) any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis Triggering Event in accordance with the proceeds terms of this Agreement, and such Stockholder(s) (the "DRAG-ALONG RIGHTHOLDERS") have received a bona fide, arm's length offer from an Offeror to purchase (including a purchase by merger, consolidation or similar transaction) all of the outstanding Shares or all or substantially all of the assets of the Company, the Drag-Along Rightholders may send written notice (the "DRAG-ALONG NOTICE") to the Company and the other Stockholders (such other Stockholders, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale), it being understood and agreed that any such indemnification obligation . Upon receipt of a Member Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares in no event exceed the net proceeds to transaction (including a sale or merger, consolidation or similar transaction) contemplated by the Drag-Along Notice on the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such Member from such proposed Transfer; transaction) and (zii) otherwise take all action (or refrain from taking certain actions) necessary to cause the form consummation of consideration such transaction, including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to be received by the Selling Investor Member take all actions (including executing documents) in connection with the consummation of the proposed sale transaction as may reasonably be different from that received requested of it by the other Members so long as the value of the consideration to be received by the Selling Investor Member is the same or less than what they would have received had they received the same form of consideration as the other Members (as reasonably determined by the Board in good faith). For purposes of this Section 12.8, for each Member “joining the Selling Investor Member in such sale” shall include voting its Interests consistently with the Selling Investor Member, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member and providing such other cooperation as the Selling Investor Member may reasonably requestDrag-Along Rightholders.

Drag-Along Rights. (i) In the event that on or after (x) prior to the fifth third anniversary hereof a Selling Investor Member owning, alone or together with any other Member, more than 30% of the then outstanding Closing, Members holding Common Units representing a Percentage Interest of at least 60% or (Ay) proposes following the third anniversary of the Closing, Members holding Common Units representing a Percentage Interest of at least 50% (in their capacity as such under clause (x) or (y), as applicable, under this 12.6(b), the “Dragging Members”) propose to Transfer Interests, other than any Transfer to an Affiliate of any such Selling Investor Dragging Member, and such Interests would represent more than 30100% of the Common Units then outstanding Common Units, or (B) desires to effect an Exit Eventowned by such Dragging Members, such Selling Investor Member Dragging Members shall have the right (the “Drag-Along Right”), upon written notice to the other Members, to require that each other Member join pro rata in such sale by selling a pro rata portion 100% of such other Member’s Common Units and Profits Interest Units on substantially the same terms as such Dragging Members. Such terms and conditions shall include, without limitation, (including with respect to i) the sale consideration and (ii) the provision of information, representations, warranties warranties, covenants and indemnification) as such Selling Investor Memberrequisite indemnifications; provided, however, that (x) any representations and warranties relating specifically to any Member shall only be made by that Member and (y) any indemnification provided by the Members (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) any indemnification provided by the Members shall be based solely on the relative purchase price proceeds being received by each Member in the proposed sale, either in all cases on a several, not joint, basis or and shall apply solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; provided, further, however, that, the Management Members, the Outside Members and the Investor Members (zother than the Dragging Members) shall receive the same amount and form (or a more liquid form) of consideration to be received by as the Selling Investor Member Dragging Members in connection with the proposed sale may be different from that received by the other Members so long as the value of the consideration to be received by the Selling Investor Member is the same or less than what unless they would have received had they received the same form of consideration as the other Members (as reasonably determined by the Board in good faith)otherwise agree. For purposes of this Section 12.812.6, for each Member “joining the Selling Investor Member in such sale” or “joining the Dragging Members in such sale”, as the case may be, shall include voting its Interests consistently with the Selling Investor MemberMember or Dragging Members, transferring as the case may be, agreeing to tender and tendering its Interests in connection with any tender or exchange offer, agreeing to a corporation organized waive any applicable appraisal or dissenters’ rights in anticipation of connection with such sale in exchange for capital stock of such corporationtransaction, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member or Dragging Members, as applicable, and providing such other cooperation as the Selling Investor Member or Dragging Members, as applicable, may reasonably request. Any expenses incurred for the benefit of the Company or all Members in connection with a drag-along sale contemplated by this Section 12.6(b) that are not paid by the Company or the proposed purchaser shall be paid by the Members in accordance with their respective Percentage Interests.

Drag-Along Rights. (a) Prior to an Initial Public Offering, in connection with any Transfer for value (whether by sale, merger or otherwise) of all of the Capital Stock owned (beneficially or of record) by (i) In the event that on SCF (provided SCF owns 50% or after the fifth anniversary hereof a Selling Investor Member owning, alone or together with any other Member, more than 30% of the then outstanding Common Units Stock at the time of the Transfer) or (Aii) proposes to Transfer Interests, other than any Transfer to an Affiliate group of such Selling Investor Member, and such Interests would represent Stockholders (which group shall include SCF so long as it then owns 15% or more than 30% of the then outstanding Common UnitsStock) that owns 50% or more of the outstanding Common Stock (SCF or such group of Stockholders, or (B) desires the “Dragging Stockholders”), to effect any Person other than an Exit EventAffiliate of any of the Dragging Stockholders, such Selling Investor Member the Dragging Stockholders shall have the right to require all of the other Stockholders and Warrantholders (the “DragNon-Along RightDragging Stockholders”)) to sell all, upon but not less than all, of their Capital Stock on the terms described in this Section 2.5. Notwithstanding the foregoing, if such Person who is the transferee is SCF or an SCF Entity Affiliate, SCF shall be entitled to exercise its rights pursuant to this Section 2.5 only if (A) either (1) a Special Committee created for the purpose of considering and evaluating such Transfer recommends such Transfer be approved by the Board and the Board approves such Transfer or (2) such Transfer is approved by holders of a majority of the outstanding shares of Capital Stock entitled to vote generally for the election of Directors or specifically for such a transaction, in each case owned in the aggregate by the Non-SCF Holders and (B) the Company receives a written notice opinion from a nationally recognized financial advisor stating that the consideration offered to the other Members, to require that each other Member join pro rata in such sale by selling a pro rata portion of such other Member’s Common Units on substantially the same terms (including with respect to representations, warranties and indemnification) as such Selling Investor Member; provided, however, that (x) any representations and warranties relating specifically to any Member (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) any indemnification provided by the Members shall be based on the relative purchase price being received by each Member Non-SCF Holders in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions Transfer is fair to such escrow to be on Non-SCF Holders from a pro rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation financial point of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form of consideration to be received by the Selling Investor Member in connection with the proposed sale may be different from that received by the other Members so long as the value of the consideration to be received by the Selling Investor Member is the same or less than what they would have received had they received the same form of consideration as the other Members (as reasonably determined by the Board in good faith)view. For purposes of this Section 12.82.5, any Special Committee formed for each Member “joining the Selling Investor Member purpose of considering and evaluating any such Transfer shall be created through resolutions of the Board, establishing that the Special Committee has all powers, authority and responsibilities of the Board to consider and evaluate whether or not the Company and the Stockholders should participate in such sale” shall include voting its Interests consistently with Transfer, to negotiate the Selling Investor Member, transferring its Interests to a corporation organized in anticipation terms of such sale in exchange for capital stock Transfer, and the agreements, plans and other documents necessary to give effect to such Transfer and to consider, evaluate and negotiate any possible alternative transaction to such Transfer. Any such Special Committee shall have the power and authority to select its own professional legal and financial advisors and to have the professional fees of such corporation, executing and delivering agreements and documents which are being executed and delivered advisors paid for by the Selling Investor Member and providing such other cooperation as the Selling Investor Member may reasonably request.Company. NINE ENERGY SERVICE, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

Drag-Along Rights. (ia) In Subject to Section 4.5(b), the event H&F Investors may give notice to the Non-H&F Stockholders that on the H&F Investors intend to enter into (or after have agreed to vote the fifth anniversary hereof Share Equivalents they beneficially own, or to execute a Selling Investor Member owningwritten consent in lieu thereof, alone in favor of) a transaction or together with any other Membertransactions involving the transfer, more in a single transaction or a series of related transactions, of not less than 30% fifty percent (50%) of the then outstanding Common Units Share Equivalents (Awhich Share Equivalents to be transferred may include Share Equivalents held by the Non-H&F Stockholders and/or other holders of Share Equivalents) proposes to Transfer Interests, one or more Persons (other than any Transfer to an Affiliate of such Selling Investor Memberthe H&F Investors) or to cause the Company to merge or consolidate with, and such Interests would represent more or sell all or substantially all of its assets to, another Person or Persons (other than 30% an Affiliate of the then outstanding Common Units, or H&F Investors) (B) desires to effect an Exit Event, such Selling Investor Member shall have the right (the a “Drag-Along RightSale”), upon written notice ) and that the H&F Investors desire to cause the other Members, Non-H&F Stockholders to require that each other Member join pro rata participate in such sale by selling a pro rata portion of such other Member’s Common Units transaction on substantially the same terms and conditions as available to the H&F Investors, including making the same representations, warranties, covenants, indemnities and agreements as the H&F Investors agree to make in connection with the Drag-Along Sale. Such notice shall also specify (i) the consideration, if any, to be received by the H&F Investors and the Non-H&F Stockholders and any other material terms and conditions of the proposed Drag-Along Sale (which price and other material terms and conditions shall be the same in all material respects for the H&F Investors and the Non-H&F Stockholders), (ii) the identity of the other Person or Persons party to the Drag-Along Sale, (iii) the date of anticipated completion of the proposed Drag-Along Sale (which date shall be not less than ten (10) days after the date of the notice) and (iv) the action or actions required of each Non-H&F Stockholder in order to complete or facilitate such proposed Drag-Along Sale (including with respect the sale of Share Equivalents held by the Non-H&F Stockholder, the voting of all such Share Equivalents in favor of any such merger, consolidation or sale of assets and the waiver of any related appraisal or dissenters’ rights). Upon receipt of such notice, each Non-H&F Stockholder shall be obligated to representations, warranties and indemnificationtake the action or actions referred to in clause (iv) as such Selling Investor Memberabove; provided, however, that that, in the case of a sale of Shares, with respect to any Shares for which a Stockholder holds exercisable and vested but unexercised Options, the price per Share shall be reduced by the exercise price of such Options or, if required pursuant to the terms of such Options or such Drag-Along Sale, such Stockholder must exercise the relevant Option (which may include an exercise effected on a “net exercise” basis) and transfer the relevant Shares (rather than the Option) (in each case, net of any amounts required to be withheld by the Company in connection with such exercise); and provided, further, that, notwithstanding anything to the contrary set forth herein, in any event the Company shall be permitted to cause all outstanding Options to be treated in such Drag-Along Sale in any manner as permitted by their terms, including any applicable equity plans of the Company. If the H&F Investors are transferring less than all of the Share Equivalents held by the H&F Investors, then each Non-H&F Stockholder will transfer a number of Share Equivalents equal to the product of the following: (x) any representations and warranties relating specifically to any Member (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made number of Share Equivalents beneficially owned by that Member; such Non-H&F Stockholder multiplied by (y) any indemnification provided a fraction, the numerator of which is the aggregate number of Share Equivalents being transferred by the Members H&F Investors and the denominator of which equals the aggregate number of Share Equivalents beneficially owned by the H&F Investors. All costs and expenses incurred by the H&F Investors in connection with such transaction shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be borne on a pro rata basis in accordance with the proceeds received from such sale)number of Share Equivalents being sold by each of the H&F Investors, it being understood the Non-H&F Stockholders and agreed that any such indemnification obligation of all other Persons who otherwise are transferring, or have exercised a Member shall in no event exceed the net proceeds contractual or other right to such Member from such proposed Transfer; and (z) the form of consideration to be received by the Selling Investor Member transfer, Share Equivalents in connection with the proposed sale may be different from that received by the other Members so long as the value of the consideration to be received by the Selling Investor Member is the same or less than what they would have received had they received the same form of consideration as the other Members (as reasonably determined by the Board in good faith). For purposes of this Section 12.8, for each Member “joining the Selling Investor Member in such sale” shall include voting its Interests consistently with the Selling Investor Member, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member and providing such other cooperation as the Selling Investor Member may reasonably requesttransaction.

Drag-Along Rights. (i) In the event that on or after the fifth anniversary hereof a Selling Investor Member owning, alone or together with any other Member, holders of (i) more than 30% seventy-five percent (75%) of the votes attributable to the then outstanding Common Units Preferred Shares (on a fully-converted basis) and (ii) a majority of the votes attributable to the then outstanding Ordinary Shares, each voting as a separate class (the “Proposing Shareholders”), approve a Sale Transaction in which (A) proposes the proceeds to Transfer Interests, other than any Transfer to an Affiliate of such Selling Investor Member, and such Interests would represent more than 30% the holders of the then outstanding Common UnitsSeries C Preferred Shares would be equal to three hundred percent (300%) of the Original Issue Price of the Series C Preferred Shares (either as consideration for their Shares or through the operation of the New M&AA), or (B) desires the proceeds to effect an Exit Eventthe holders of the Series D Preferred Shares would be equal to three hundred percent (300%) of the Original Issue Price of the Series D Preferred Shares (either as consideration for their Shares or through the operation of the New M&AA), such Selling Investor Member (C) the proceeds to the holders of the Series E Preferred Shares would be equal to three hundred percent (300%) of the Original Issue Price of the Series E Preferred Shares (either as consideration for their Shares or through the operation of the New M&AA) and (D) the proceeds to the holders of the Series F Preferred Shares would be equal to three hundred percent (300%) of the Original Issue Price of the Series F Preferred Shares (either as consideration for their Shares or through the operation of the New M&AA), the remaining Shareholders shall have be required, if so demanded by the right Proposing Shareholders in writing at least twenty (20) days prior to the consummation of the proposed transaction(s) (a “Drag-Along RightSale Transaction Notice”), upon written notice (a) in the event such transaction is to the other Membersbe brought to a vote at a shareholder meeting, to require that each other Member join pro rata vote on the approval of the Sale Transaction, to be present, in person or by proxy, as a holder of Shares at all such sale meetings and to be counted for the purposes of determining the presence of a quorum at such meetings, and at every adjournment thereof, (b) to vote (in person, by selling a pro rata portion proxy or by action by written consent, as applicable) all Shares as to which it has beneficial ownership in favor of such Sale Transaction and in opposition of any and all other Memberproposals that could reasonably be expected to delay or impair the ability of the Company and/or the Proposing Shareholders to consummate such Sale Transaction, (c) to waive and refrain from exercising any dissenter’s Common Units on substantially the same terms (including rights or rights of appraisal under applicable law at any time with respect to representationssuch Sale Transaction, warranties if applicable, (d) to execute and indemnificationdeliver all related documentation and take such other action in support of the Sale Transaction as shall reasonably be requested by the Proposing Shareholders, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents, and (e) if so demanded by the Proposing Shareholders, to sell all of their Shares to the proposed buyer on the terms and conditions as such Selling Investor Memberset out in the Sale Transaction Notice, and at the price as set out in the Sale Transaction Notice. The Sale Transaction Notice shall include: (i) a description of the Sale Transaction; provided, however, that (xii) any representations and warranties relating specifically to any Member the identity of the prospective participating parties (other than the Proposing Shareholders of the Company) involved in the Sale Transaction; and (iii) the consideration and the material terms and conditions upon which such Sale Transaction is to be made, including price. The Sale Transaction Notice shall certify that the Proposing Shareholders have received a firm offer from the prospective participating parties and in good faith believe a binding agreement for the Sale Transaction is obtainable on the terms set forth in the Sale Transaction Notice. The Sale Transaction Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed Sale Transaction. Except for this Agreement, neither the Parties hereto nor any Affiliates thereof shall deposit any Shares beneficially owned by such Party or Affiliate in a voting trust or subject any such Shares to any arrangement or agreement with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form of consideration to be received by the Selling Investor Member in connection with the proposed sale may be different from that received by the other Members so long as the value of the consideration to be received by the Selling Investor Member is the same or less than what they would have received had they received the same form of consideration as the other Members (as reasonably determined by the Board in good faith). For purposes of this Section 12.8, for each Member “joining the Selling Investor Member in such sale” shall include voting its Interests consistently with the Selling Investor Member, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member and providing such other cooperation as the Selling Investor Member may reasonably requestShares.

Drag-Along Rights. (ia) In the event that on or If at any time after the fifth anniversary hereof a Selling Investor date hereof, the ABG Member owning, alone or together with any other (the “Transferring Member, more than 30% of the then outstanding Common Units (A) proposes to Transfer Interests, other than any Transfer to an Affiliate of such Selling Investor Member, and such Interests would represent more than 30% of the then outstanding Common Units, or (B”) desires to effect an Exit EventTransfer in a bona fide arm’s-length sale to Persons who are not Affiliates of the ABG Member (for purposes of this Section 8.7, such Selling Investor collectively, the “Proposed Transferee”) all of its Membership Interests in the Company, whether in a single transaction or in a series of related transactions, for consideration consisting solely of cash or Marketable Securities, then the Transferring Member shall have the right (the “Drag-Along Right”)) to require all Members which are not Transferring Members (collectively, upon written notice the “Other Members”) to sell to the other Members, to require that each other Member join pro rata in such sale by selling a pro rata portion of such other Member’s Common Units on substantially the same terms (including with respect to representations, warranties and indemnification) as such Selling Investor MemberProposed Transferee their entire Membership Interests; provided, howeverthat the Transferring Member shall be entitled to exercise the Drag-Along Right only for so long as the ABG Member or one of its Affiliates continues to hold at least a plurality of the then-issued and outstanding Units, representing in the aggregate not less than fifty-one percent (51%) of the then-issued and outstanding Units. The sale price to be paid to each Member will be an amount equal to the amount that would be distributed to such Member assuming that the Company distributed the aggregate sales price for all of the Membership Interests, net of closing and transaction costs, escrows (provided, that (x) any representations and warranties relating specifically to any Member (other than with respect monies subsequently released from escrow will be paid to the representations referenced in the foregoing subsection Members if and when released) and other contingent payments, and closing adjustments (xincluding payment of all indebtedness and liabilities)) shall only be made by that Member; (y) any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with Section 4.4 (the proceeds received from such sale“Drag-Along Price”), it being understood and agreed that any such indemnification obligation . The Transfer of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form of consideration to be received by the Selling Investor Member Membership Interests in connection with the proposed sale may be different from that received by the other Members so long as the value exercise of the consideration Drag-Along Right is referred to be received by the Selling Investor Member is the same or less than what they would have received had they received the same form of consideration herein as the other Members (as reasonably determined by the Board in good faith). For purposes of this Section 12.8, for each Member a “joining the Selling Investor Member in such sale” shall include voting its Interests consistently with the Selling Investor Member, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member and providing such other cooperation as the Selling Investor Member may reasonably requestCovered Transfer.”

Drag-Along Rights. (i) In the event that on or after the fifth anniversary hereof a Selling Investor Member owningMajority Sponsors (in their capacity as such under this 12.9(c), alone or together with any other Member, more than 30% of the then outstanding Common Units “Dragging Majority Members”) (A) proposes propose to Transfer Interests, other than any Transfer to an Affiliate of any such Selling Investor Dragging Majority Member, and such Interests would represent more than 3080% of the Common Units then outstanding Common Unitsowned by such Dragging Majority Members, or (B) desires desire to effect an Exit Event, such Selling Investor Member Dragging Majority Members shall have the right (the “Drag-Along Right”), upon written notice to the other Members, to require that each other Member join pro rata in such sale by selling a pro rata portion its Pro Rata Share of such other Member’s Common Units on substantially the same terms as such Dragging Majority Members. Such terms and conditions shall include, without limitation, (including i) the sale consideration (which shall be reduced by the fees and expenses incurred by the Company and the Dragging Majority Members, to the extent applicable, in connection with respect to the proposed sale) and (ii) the provision of information, representations, warranties warranties, covenants and indemnification) as such Selling Investor Memberrequisite indemnifications; provided, however, that (x) any representations and warranties relating specifically to any Member shall only be made by that Member and (y) any indemnification provided by the Members (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and provided, further, however, that, (zi) the Management Members, the Outside Members and the Investor Members (other than the Dragging Majority Members and the Parthenon Members) shall receive the same amount and form (or a more liquid form) of consideration to be received by as the Selling Investor Member Dragging Majority Members in connection with the proposed sale may be different from that received by and (ii) the other Parthenon Members so long shall receive the same amount and form of consideration as the value of Dragging Majority Members in connection with the proposed sale unless they otherwise agree. Notwithstanding anything to the contrary, in determining the consideration to be received by the Selling Dragging Majority Members for purposes of this Section 12.9(c), any management, advisory, exit or transaction fees payable to or received by the Company or any Member or any of their Affiliates in connection with such sale shall not be included in determining the sale proceeds and will not be deemed consideration received by the Dragging Majority Members (it being understood that any customary exit fees payable in connection with such sale will be shared by the Investor Member is Members in the same or less than what they would have received had they received the same form of consideration proportion as the other Members (as reasonably determined by ongoing annual fees described in the Board Advisory Agreements, in good faitheffect at such time). For purposes of this Section 12.812.9, for each Member “joining the Selling Investor Member in such sale” or “joining the Dragging Majority Table of Contents Members in such sale”, as the case may be, shall include voting its Interests consistently with the Selling Investor MemberMember or Dragging Majority Members, as the case may be, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member or Dragging Majority Members, as applicable, and providing such other cooperation as the Selling Investor Member or Dragging Majority Members, as applicable, may reasonably request.

Drag-Along Rights. (iIf any of the Stockholders receives a Take-Over Bid, as hereinafter defined, which such Stockholder(s) In wish to accept, such recipient Stockholder(s) shall forthwith provide a copy of the event that on or after Take-Over Bid to the fifth anniversary hereof a Selling Investor Member owning, alone or other Stockholders together with any other Membera notice that he, more she or it wishes to invoke the provisions of this Section 7.6, in which case if Stockholders holding not less than 3075% of the then outstanding Common Units (A) proposes to Transfer Interests, other than any Transfer to an Affiliate of such Selling Investor Member, and such Interests would represent more than 30% total number of the then aggregate issued and outstanding Common UnitsShares (which shall include Shares which would be issued if the Exchange Options were exercised), or (B) desires including a Supermajority of each of the Class A-1 Preferred Shares, the Class B Preferred Shares and the Class C Preferred Shares, wish to effect an Exit Eventaccept such Take-Over Bid, such Selling Investor Member Stockholders shall have the right (to require the “Drag-Along Right”)other Stockholders, upon written on 10 days' notice in writing to such other Stockholders, to sell all of the Shares held by them to the other Members, third party pursuant to require that each other Member join pro rata the terms of the Take-Over Bid for the amount set forth in such sale the Take- Over Bid by selling a pro rata portion of such other Member’s Common Units on substantially the same terms (including with respect to representations, warranties and indemnification) as such Selling Investor Membercash or certified cheque; provided, however, that (x) any representations and warranties relating specifically to any Member (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed salethat, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit unless all of the proposed purchaser (holders of Preferred Shares agree otherwise, the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation holders of a Member Preferred Shares shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form of consideration to be received by the Selling Investor Member in connection with the proposed sale may be different from that received by the other Members so long receive an amount at least as great as the value of the consideration to be received by the Selling Investor Member is the same or less than what they amount that such holders would have received had they received upon a liquidation of the same form Company pursuant to Article V(B)(1) of consideration as the other Members (as reasonably determined by Second Amended Certificate of Incorporation. The Company is hereby irrevocably appointed the Board in good faith). For agent and attorney of all the Stockholders and each of them for the purposes of this Section 12.8, for each Member “joining the Selling Investor Member in such sale” shall include voting its Interests consistently with the Selling Investor Member, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member and providing such other cooperation as the Selling Investor Member may reasonably request.effecting

Drag-Along Rights. (ia) In in the event that on or after a Sale Transaction is approved by the fifth anniversary hereof holders of a Selling Investor Member owningTA Majority Interest (collectively, alone or together with any other Member, more than 30% of the then outstanding Common Units (A) proposes to Transfer Interests, other than any Transfer to an Affiliate of such Selling Investor Member, and such Interests would represent more than 30% of the then outstanding Common Units, or (B) desires to effect an Exit Event, such Selling Investor Member shall have the right (the “Drag-Along RightDragging Members” and each a “Dragging Member”), upon written notice to the other Members, to require that each other Member join pro rata in such sale by selling a pro rata portion of such other Member’s Common Units on substantially the same terms (including with respect to representations, warranties and indemnification) as such Selling Investor Member; provided, however, that (x) any representations and warranties relating specifically to any Member (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) any indemnification provided by the Dragging Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form of consideration to be received by the Selling Investor Member in connection with the proposed sale may be different from that received by the other Members so long as the value of the consideration to be received by the Selling Investor Member is the same or less than what they would have received had they received the same form of consideration as notify the other Members (the “Dragged Members”) in writing (the “Members Drag-Along Notice”) of such intended transfer, which shall not be subject to the provisions of Section 7.4 hereof, and the exercise of their rights hereunder at least thirty (30) days prior to the proposed date for the consummation of such transfer, which notice will contain all of the terms of the transfer including, without limitation, the name and address of the prospective purchaser(s), the purchase price and a general description of potential adjustments thereto (the aggregate of such purchase price to be paid to the Dragging Members, the “Dragging Members Price”) and other terms and conditions of payment (or the basis for determining the purchase price per type of Unit being sold and other terms and conditions), including the date on or about which such sale is to be consummated. The Members Drag-Along Notice shall also contain a demand from the Dragging Members that the other Dragged Members shall sell all of their Units on the same terms and conditions as reasonably determined the Dragging Members (provided that the price for any type of Units sold by any Dragged Member shall be the Board Dragging Members Price for such type of Units and the price paid for the Units shall reflect the relative priorities and preferences set forth in good faith)Section 5.1. For purposes of There shall be no dissenter’s rights in connection with a transaction contemplated under this Section 12.8, for 6.11 and no Dragged Member shall attempt to exercise any such rights in connection with any such transaction and each Dragged Member “joining the Selling Investor Member in shall take all required action to approve any such sale” shall include voting its Interests consistently with the Selling Investor Member, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member and providing such other cooperation as the Selling Investor Member may reasonably requesttransaction.

Drag-Along Rights. (i) In the event that on or after the fifth anniversary hereof a Selling Investor Member owning, alone or together with at any other Member, more than 30% of the then outstanding Common Units time Xxxxx (A) proposes to Transfer Interests, other than any Transfer to an Affiliate of such Selling Investor MemberXxxxx, and such Interests would represent represent, together with all Interests previously Transferred by Xxxxx to non-Affiliates of Xxxxx, more than 3025% of the then outstanding Xxxxx’x Common Units, Units or (B) desires to effect an Exit Event, such Selling Investor Member Xxxxx shall have the right (the “Drag-Along Right”), upon written notice to the other Members, to require that each other Member join pro rata in such sale by selling a pro rata portion of such other Non-Xxxxx Member’s Common Units on substantially the same terms (including with respect to representations, warranties and indemnification) as such Selling Investor Member; Xxxxx, provided, however, that (x) any representations and warranties relating specifically to any Member (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro pro-rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form of consideration to be received by the Selling Investor Xxxxx or any Kelso Member in connection with the proposed sale may be different from that received by the other Non-Xxxxx Members so long as the value of the consideration to be received by the Selling Investor Xxxxx or any Kelso Member is the same or less than what they would have received had they received the same form of consideration as the other Non-Xxxxx Members (as reasonably determined by the Board in good faith). For purposes of this Section 12.812.11, for each Member Member, “joining the Selling Investor Member Xxxxx in such sale” shall include voting its Interests consistently with the Selling Investor MemberXxxxx, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member Xxxxx and providing such other cooperation as the Selling Investor Member Xxxxx may reasonably request.

Drag-Along Rights. (a) If at any time (i) In the event that on or after the fifth anniversary hereof holders of Preferred Stock holding at least a Selling Investor Member owning, alone or together with any other Member, more than 30% majority of the then outstanding Common Units Preferred Stock, acting as a single class and on an as-converted basis (A) proposes to Transfer Interests, other than any Transfer to an Affiliate of such Selling Investor Memberthe “Initiating Preferred Purchasers”), and such Interests would represent more than 30% (ii) holders of Exchange Common Stock (as hereinafter defined) and Special Voting Stock holding at least fifteen percent (15%) (as determined by the aggregate number of votes held directly and through the Voting Trustee in accordance with the Voting Trust Agreement) of the then outstanding Exchange Common UnitsStock and Special Voting Stock, or (B) desires to effect an Exit Event, such Selling Investor Member shall have the right acting as a single class (the “Drag-Along RightInitiating Common Purchasers,” and together with the Initiating Preferred Purchasers, the “Initiating Purchasers”) propose to effect (or to cause the Company to effect) a Sale Event (as defined below) and the Board of Directors approves of or consents to such Sale Event, the Initiating Purchasers may deliver a notice (a “Sale Event Notice”) to all of the other Security Holders stating that the Initiating Purchasers propose to effect (or to cause the Company to effect) such transaction (the “Sale Event Notice Transaction”), upon written notice to and specifying the other Members, to require that each other Member join pro rata in such sale by selling a pro rata portion of such other Member’s Common Units on substantially the same terms (including with respect to representations, warranties name and indemnification) as such Selling Investor Member; provided, however, that (x) any representations and warranties relating specifically to any Member (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit address of the proposed purchaser (the Members’ contributions parties to such escrow to be on a pro rata basis transaction and the consideration payable in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation connection therewith. Upon receipt of a Member Sale Event Notice other than an Asset Sale Transaction, each Security Holder shall be obligated to Transfer all Shares in no event exceed the net proceeds to such Member from such proposed Transfer; and Company owned by it in the Sale Event (z) or, in the form case of consideration to be received by the Selling Investor Member in connection with the proposed a Sale Event involving a sale may be different from that received by the other Members so long as the value of less than all of the consideration to be received by outstanding Shares in the Selling Investor Member is Company, a percentage of the same or less than what they would have received had they received the same form of consideration as the other Members (as reasonably determined by the Board Shares in good faith). For purposes of this Section 12.8, for each Member “joining the Selling Investor Member in such sale” shall include voting its Interests consistently with the Selling Investor Member, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member and providing such other cooperation as the Selling Investor Member may reasonably request.the

Drag-Along Rights. (i) In the event that on or after the fifth anniversary hereof If Xcel receives an offer from a Selling Investor Member owning, alone or together with any other Member, proposed unaffiliated Transferee to purchase more than 30% fifty percent (50%) of the then outstanding Common Units (A) proposes to Transfer Interests, other than any Transfer to an Affiliate of such Selling Investor Member, and such Interests would represent more than 30% of the then outstanding Common Units, or (B) desires to effect an Exit Event, such Selling Investor Member Xcel shall have the right (“Drag- Along Right”) to compel the “Non-Selling Members to sell a comparable portion of their Units to such proposed unaffiliated Transferee on the same terms offered by such proposed unaffiliated Transferee to Xcel. Xcel shall exercise the Drag-Along Right”), upon Right by giving written notice (the “Drag- Along Notice”) to the other MembersCompany and the Non-Selling Members stating (i) that they propose to effect such transaction, to require that each other Member join pro rata in such sale by selling a pro rata portion of such other Member’s Common Units on substantially (ii) the same terms (including with respect to representations, warranties name and indemnification) as such Selling Investor Member; provided, however, that (x) any representations and warranties relating specifically to any Member (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit address of the proposed purchaser Transferee and (iii) the Members’ contributions to proposed proceeds for the purchase of Units from Xcel and such escrow offer terms. The Non-Selling Members shall deliver when available all documents reasonably required to be on a pro rata basis executed by the Non-Selling Member in accordance with order to consummate the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of a sale to the proposed Transferee. Each Non-Selling Member shall in no event exceed execute and deliver to the net proceeds Company at least three (3) business days prior to such the proposed sale to the proposed Transferee, all documents previously furnished to the Non-Selling Member from such proposed Transfer; and (z) the form of consideration to be received by the Selling Investor Member for execution in connection with the proposed sale to the proposed Transferee. If any Non-Selling Member fails to execute and deliver such documents to the Company, and such Transfer is subsequently consummated (a “Defaulting Non-Selling Member”), (i) the Company may receive the consideration that would otherwise be different from that received paid to the Defaulting Non-Selling Member and the Defaulting Non-Selling Member shall be deemed to have appointed the Company as such Non- Selling Member’s agent to Transfer all of its Units to the proposed Transferee and to receive the consideration in trust for such Defaulting Non-Selling Member; (ii) the receipt by the other Members so long as the value Company of the consideration for the Units owned by such Defaulting Non-Selling Member shall be a good discharge to the purchaser and the validity of the proceedings shall not be received questioned by any Person; and (iii) the Defaulting Non-Selling Member shall be entitled to receive the consideration for its Units without interest at such time as the Defaulting Non-Selling Member executes all of the applicable documents requested by the Selling Investor Member is Company, Xcel or the same or less than what they would have received had they received proposed Transferee. Any proceeds from the same form of consideration as the other Members (as reasonably determined by the Board in good faith). For purposes of Transfer subject to this Section 12.8, for each Member “joining 3.9 shall be distributed pursuant to Section 11.1 as if the Selling Investor Member in such sale” shall include voting its Interests consistently with the Selling Investor Member, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member and providing such other cooperation as the Selling Investor Member may reasonably requestCompany hypothetically liquidated.

Drag-Along Rights. (ia) In Subject to Section 4.5(b), the event H&F Investors may give notice to the Non-H&F Stockholders (and prior to delivering such notice, each H&F Investor agrees to discuss such proposed transfer with each other H&F Investor sufficiently in advance so as to enable such other H&F Investors to join in such notice and participate in such proposed transfer) that on the H&F Investors intend to enter into (or after have agreed to vote the fifth anniversary hereof Share Equivalents they beneficially own, or to execute a Selling Investor Member owningwritten consent in lieu thereof, alone in favor of) a transaction or together with any other Membertransactions involving the transfer, more in a single transaction or a series of related transactions, of not less than 30% fifty percent (50%) of the then outstanding Common Units Share Equivalents (Awhich Share Equivalents to be transferred may include Share Equivalents held by the Non-H&F Stockholders and/or other holders of Share Equivalents) proposes to Transfer Interests, one or more Persons (other than any Transfer to an Affiliate of such Selling Investor Memberthe H&F Investors) or to cause the Company to merge or consolidate with, and such Interests would represent more or sell all or substantially all of its assets to, another Person or Persons (other than 30% an Affiliate of the then outstanding Common Units, or H&F Investors) (B) desires to effect an Exit Event, such Selling Investor Member shall have the right (the a “Drag-Along RightSale”), upon written notice ) and that the H&F Investors desire to cause the other Members, Non-H&F Stockholders to require that each other Member join pro rata participate in such sale by selling a pro rata portion of such other Member’s Common Units transaction on substantially the same terms and conditions as available to the H&F Investors (including any preemptive rights), including making the same representations, warranties, covenants, indemnities and agreements as the H&F Investors agree to make in connection with the Drag-Along Sale, on a several and not joint basis, pro rata with the H&F Investors based upon the number of Share Equivalents included in such Drag-Along Sale; provided that any indemnification obligations of any Non-H&F Stockholder with respect thereto shall in no event exceed the proceeds received by such Non-H&F Stockholder in such Drag-Along Sale. Such notice shall also specify (i) the consideration, if any, to representationsbe received by the H&F Investors and the Non-H&F Stockholders and any other material terms and conditions of the proposed Drag-Along Sale (which price and other material terms and conditions shall be the same in all material respects for the H&F Investors and the Non-H&F Stockholders), warranties (ii) the identity of the other Person or Persons party to the Drag-Along Sale, (iii) the date of anticipated completion of the proposed Drag-Along Sale (which date shall be not less than ten (10) days after the date of the notice) and indemnification(iv) as the action or actions required of each Non-H&F Stockholder in order to complete or facilitate such Selling Investor Memberproposed Drag-Along Sale (including the sale of Share Equivalents held by the Non-H&F Stockholder, the voting of all such Share Equivalents in favor of any such merger, consolidation or sale of assets and the waiver of any related appraisal or dissenters’ rights). Upon receipt of such notice, each Non-H&F Stockholder shall be obligated to take the action or actions referred to in clause (iv) above; provided, however, that that, in the case of a sale of Shares, with respect to (A) any Shares for which a Stockholder holds exercisable and vested but unexercised Options or (B) any other Securities exercisable for, convertible into or exchangeable for Shares, the price per Share shall be reduced by the exercise price of such Options or other Securities or, if required pursuant to the terms of such Options or other Securities or such Drag-Along Sale, such Stockholder must exercise the relevant Option or other Security (which may include an exercise effected on a “net exercise” basis) or exercise, convert or exchange such other relevant Security and transfer the relevant Shares (rather than the Option or other Security) (in each case, net of any amounts required to be withheld by the Company in connection with such exercise); and provided, further, that, notwithstanding anything to the contrary set forth herein, in any event the Company shall be permitted to cause all outstanding Options to be treated in such Drag-Along Sale in any manner as permitted by their terms, including any applicable equity plans of the Company. If the H&F Investors are transferring less than all of the Share Equivalents held by the H&F Investors, then each Non-H&F Stockholder will transfer a number of Share Equivalents equal to the product of the following: (x) any representations the number of Share Equivalents beneficially owned by such Non-H&F Stockholder multiplied by (y) a fraction, the numerator of which is the aggregate number of Share Equivalents being transferred by the H&F Investors and warranties relating specifically the denominator of which equals the aggregate number of Share Equivalents beneficially owned by the H&F Investors. To the extent the consideration received in connection with a Drag-Along Sale consists of Nonmarketable Securities, then the Stockholders shall continue to any Member (other than have the same rights, and the H&F Investors shall continue to have the same obligations, with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) any indemnification provided such Nonmarketable Securities as such Persons have with respect to Share Equivalents pursuant to Section 4.4. All costs and expenses incurred by the Members H&F Investors in connection with such transaction shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be borne on a pro rata basis in accordance with the proceeds received from such sale)number of Share Equivalents being sold by each of the H&F Investors, it being understood the Non-H&F Stockholders and agreed that any such indemnification obligation of all other Persons who otherwise are transferring, or have exercised a Member shall in no event exceed the net proceeds contractual or other right to such Member from such proposed Transfer; and (z) the form of consideration to be received by the Selling Investor Member transfer, Share Equivalents in connection with the proposed sale may be different from that received by the other Members so long as the value of the consideration to be received by the Selling Investor Member is the same or less than what they would have received had they received the same form of consideration as the other Members (as reasonably determined by the Board in good faith). For purposes of this Section 12.8, for each Member “joining the Selling Investor Member in such sale” shall include voting its Interests consistently with the Selling Investor Member, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member and providing such other cooperation as the Selling Investor Member may reasonably requesttransaction.

Drag-Along Rights. (i) In Subject to the provisions of Section 13.12 ("Right of First Offer"), in the event that on or after the fifth anniversary hereof a Selling Investor at any time any Kelso Member owning, alone or together with any other Member, more than 30% of the then outstanding Common Units (A) proposes to Transfer InterestsInterests or Special Membership Interests in the Company, other than any Transfer to an Affiliate of such Selling Investor MemberKelso, and such Interests or Special Membership Interests would represent reprexxxx, together with all Interests and Special Membership Interests previously Transferred by the Kelso Members, more than 3075% of the then outstanding Common Unitsaggregate Interests and Special Mxxxxxship Interests, taken together, held by the Kelso Members or (B) desires to effect an Exit Event, such Selling Investor Member the Kelso Members shall have the right (the “"Drag-Along Right”"), upon written wrixxxx notice to the other Members, to require that each other Member join pro rata in such sale by selling a pro rata portion of such other Member’s Common Units on substantially the same terms (including with respect to representations, warranties and indemnification) as such Selling Investor Member; the selling Kelso Members, provided, however, that (x) any representations and warranties warranxxxx relating specifically to any Member (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) Member and any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale)purchaser; provided, it being understood and agreed further, however, that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form or forms of consideration to be received by the Selling Investor Kelso or any Kelso Member in connection with the proposed sale may be different from that xxxxerent frxx xxat received by the other Members so long as the value of the consideration to be received by the Selling Investor Kelso or any Kelso Member is the same or less (with respect to each ox xxx Interests and Special Membership Interests being sold) than what they would have received had they received the same form or forms of consideration as the other Members (as reasonably determined by the Board in good faith). Notwithstanding the foregoing, the Kelso Members shall not be permitted to exercise the Drag-Along Right for a period of 18 months following the date hereof (the "Kelso Restriction Period") unless (x) the Company or any of its Subsixxxxxes is in default under any Financing Document or (y) for any fiscal quarter, in the good faith reasonable judgment of the Board, the Company and its Subsidiaries have failed to meet or exceed 75% of targeted EBITDA (as set forth in most recently business plan approved by the Board) for such period as set forth in the most recent business plan approved by the Board for such period. For purposes of this Section 12.813.10, for each Member “Member, "joining the Selling Investor Member Kelso Members in such sale” " shall include voting its Interests consistently consisxxxxxy with the Selling Investor MemberKelso Members, transferring its Interests or Special Membership Interxxxx to a corporation organized in anticipation of such sale in exchange for capital stock or other securities of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member Kelso Members and providing such other cooperation as the Selling Investor Member may Kelso Membexx xxy reasonably request.

Drag-Along Rights. Subject to Section 7.1, if one or more Members (ithe “Selling Member(s)”) In the event that on or after the fifth anniversary hereof collectively seek to Transfer not less than a Selling Investor Member owning, alone or together with any other Member, more than 30% Supermajority of the then outstanding Common Units Membership Interests (Athe “Supermajority Interest”) proposes to Transfer Interests, other than any Transfer to a purchaser who is not a Member or an Affiliate of such a Member (a “Majority Purchaser”), the Selling Investor MemberMember(s), and such Interests would represent more than 30% after obtaining the prior written consent of the then outstanding Common UnitsManagement Committee, or may, by giving twenty (B20) desires days written notice to effect an Exit Eventthe remaining Members (the “Non-Selling Member(s)”), demand that the Non-Selling Member(s) Transfer a pro rata portion of the Membership Interests which they own to the Majority Purchaser upon Transfer of the Interest to such Selling Investor Member shall have the right Majority Purchaser (the “Drag-Along RightOption”). If the Selling Member(s) exercises its Drag-Along Option, upon written notice the Non-Selling Member(s) shall be required to Transfer their Membership Interest to the other Members, to require that each other Member join pro rata in such sale by selling a pro rata portion of such other Member’s Common Units Majority Purchaser at the same price and on substantially the same terms (including with respect and conditions under which the Selling Member(s) shall Transfer the Supermajority Interest to representations, warranties and indemnification) as such Selling Investor Memberthe Majority Purchaser; provided, however, that (xno Member shall be required to assume any liability or obligation in connection with such sale without its written consent except with respect to customary representations as to such Member’s title to the Membership Interest being transferred and the due authority and authorization, if necessary, to Transfer such Membership Interest. Each of the Non-Selling Member(s) shall, at the request of the Selling Member(s), become a party to the purchase agreement or other agreement for the sale of the Supermajority Interest, and, shall, among other things, join in any other representations and warranties relating specifically to any Member (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form of consideration to be received by the Selling Investor Member in connection with the proposed sale may be different from that received by the other Members so long as the value of the consideration to be received by the Selling Investor Member is the same or less than what they would have received had they received the same form of consideration as the other Members (as reasonably determined by the Board in good faith). For purposes of this Section 12.8, for each Member “joining the Selling Investor Member in such sale” shall include voting its Interests consistently with the Selling Investor Member, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member and providing such other cooperation as the Selling Investor Member may reasonably requesttherein.

Drag-Along Rights. (i) In Subject to the provisions of Section 13.12 ("Right of First Offer"), in the event that on or after the fifth anniversary hereof a Selling Investor at any time any Kelso Member owning, alone or together with any other Member, more than 30% of the then outstanding Common Units (A) proposes to Transfer InterestsInterests or Special Membership Interests in the Company, other than any Transfer to an Affiliate of such Selling Investor MemberKxxxx, and such Interests or Special Membership Interests would represent represent, together with all Interests and Special Membership Interests previously Transferred by the Kxxxx Members, more than 3075% of the then outstanding Common Unitsaggregate Interests and Special Membership Interests, taken together, held by the Kelso Members or (B) desires to effect an Exit Event, such Selling Investor Member the Kxxxx Members shall have the right (the “"Drag-Along Right”"), upon written notice to the other Members, to require that each other Member join pro rata in such sale by selling a pro rata portion of such other Member’s Common Units on substantially the same terms (including with respect to representations, warranties and indemnification) as such Selling Investor Member; the selling Kxxxx Members, provided, however, that (x) any representations and warranties relating specifically to any Member (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) Member and any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale)purchaser; provided, it being understood and agreed further, however, that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form or forms of consideration to be received by the Selling Investor Kxxxx or any Kxxxx Member in connection with the proposed sale may be different from that received by the other Members so long as the value of the consideration to be received by the Selling Investor Kxxxx or any Kelso Member is the same or less (with respect to each of the Interests and Special Membership Interests being sold) than what they would have received had they received the same form or forms of consideration as the other Members (as reasonably determined by the Board in good faith). Notwithstanding the foregoing, the Kelso Members shall not be permitted to exercise the Drag-Along Right for a period of 18 months following the date hereof (the "Kxxxx Restriction Period") unless (x) the Company or any of its Subsidiaries is in default under any Financing Document or (y) for any fiscal quarter, in the good faith reasonable judgment of the Board, the Company and its Subsidiaries have failed to meet or exceed 75% of targeted EBITDA (as set forth in most recently business plan approved by the Board) for such period as set forth in the most recent business plan approved by the Board for such period. For purposes of this Section 12.813.10, for each Member “Member, "joining the Selling Investor Member Kxxxx Members in such sale” " shall include voting its Interests consistently with the Selling Investor MemberKxxxx Members, transferring its Interests or Special Membership Interests to a corporation organized in anticipation of such sale in exchange for capital stock or other securities of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member Kxxxx Members and providing such other cooperation as the Selling Investor Member Kxxxx Members may reasonably request.

Drag-Along Rights. (i) In Subject to the provisions of Section 13.12 ("Right of First Offer"), in the event that on or after the fifth anniversary hereof a Selling Investor at any time any Kelso Member owning, alone or together with any other Member, more than 30% of the then outstanding Common Units (A) proposes to Transfer InterestsInterests or Special Membership Interests in the Company, other than any Transfer to an Affiliate of such Selling Investor MemberKelso, and xxx such Interests or Special Membership Interests would represent represent, together with all Interests and Special Membership Interests previously Transferred by the Kelso Xxxxxrs, more than 3075% of the then outstanding Common Unitsaggregate Interests and Special Membership Interests, taken together, held by the Kelso Members or (B) desires to effect an Exit Event, such Selling Investor Member the Kelso Xxxxxrs shall have the right (the “"Drag-Along Right”"), upon written notice to the other Members, to require that each other Member join pro rata in such sale by selling a pro rata portion of such other Member’s Common Units on substantially the same terms (including with respect to representations, warranties and indemnification) as such Selling Investor Member; the selling Kelso Xxxxxrs, provided, however, that (x) any representations and warranties relating specifically to any Member (other than with respect to the representations referenced in the foregoing subsection (x)) shall only be made by that Member; (y) Member and any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale)purchaser; provided, it being understood and agreed further, however, that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form or forms of consideration to be received by the Selling Investor Member Kelso xx xxy Kelso Xxxxxr in connection with the proposed sale may be different from that received by the other Members so long as the value of the consideration to be received by the Selling Investor Kelso xx xxy Kelso Member is the same or less (with respect to each of the Interests and Special Membership Interests being sold) than what they would have received had they received the same form or forms of consideration as the other Members (as reasonably determined by the Board in good faith). Notwithstanding the foregoing, the Kelso Members shall not be permitted to exercise the Drag-Along Right for a period of 18 months following the date hereof (the "Kelso Xxxxxiction Period") unless (x) the Company or any of its Subsidiaries is in default under any Financing Document or (y) for any fiscal quarter, in the good faith reasonable judgment of the Board, the Company and its Subsidiaries have failed to meet or exceed 75% of targeted EBITDA (as set forth in most recently business plan approved by the Board) for such period as set forth in the most recent business plan approved by the Board for such period. For purposes of this Section 12.813.10, for each Member “Member, "joining the Selling Investor Member Kelso Xxxxxrs in such sale” " shall include voting its Interests consistently with the Selling Investor MemberKelso Xxxxxrs, transferring its Interests or Special Membership Interests to a corporation organized in anticipation of such sale in exchange for capital stock or other securities of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member Kelso Xxxxxrs and providing such other cooperation as the Selling Investor Member Kelso Xxxxxrs may reasonably request.