Common use of Tag-Along Rights Clause in Contracts

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis.

Tag-Along Rights. (a) So long Subject to Section 4.4(h) and receipt of prior written approval of any applicable Stockholder as this Appendix A remains may be required pursuant to Section 4.1 and/or Section 4.2, (x) if any Initiating Tag-Along Seller proposes to transfer all or a portion of their DHI Securities to any Person (other than to a Permitted Transferee of such Initiating Tag-Along Seller) or (y) a Sale Transaction is entered into by the MD Stockholders that either is a Qualified Sale Transaction or has been approved by the SLP Stockholders (each of the transfers in effect the foregoing clauses (x) and Blackstone Capital Partners III Merchant Banking Fund L.P. (y), a “Tag-Along Sale”), then the Initiating Tag-Along Seller shall give, or direct the Company to give and the Company shall so promptly give, written notice (a “Tag-Along Sale Notice”) of such proposed transfer to all Eligible Tag-Along Sellers with respect to such Tag-Along Sale at least fifteen (15) days prior to each of the consummation of such proposed transfer and the delivery of a Tag-Along Sale Notice setting forth (i) the number and type of each class of DHI Securities proposed to be transferred, (ii) the consideration to be received for such DHI Securities by such Initiating Tag-Along Seller, including any Additional Consideration received, (iii) the identity of the purchaser (the “Tag-Along Buyer”), (iv) a copy of all definitive documents relating to such Tag-Along Sale, including all documents that the Eligible Tag-Along Seller would be required to execute in order to participate in such Tag-Along Sale and all other agreements or documents referred to, or referenced, therein, (v) a detailed summary of all material terms and conditions of the proposed transfer, (vi) the fraction, expressed as a percentage, determined by dividing the number of DHI Securities to be purchased from the Initiating Tag-Along Seller and its affiliated coPermitted Transferees by the total number of DHI Securities held by the Initiating Tag-investors Along Seller and its Permitted Transferees (the “Tag-Along Sale Percentage”) and (vii) an invitation to each Eligible Tag-Along Seller to irrevocably agree to include in the Company (collectively, "Blackstone") beneficially owns not less than oneTag-fourth Along Sale up to a number of DHI Securities held by such Eligible Tag-Along Seller equal to the product of the Common Stock owned total number of DHI Securities held by Blackstone on such Eligible Tag-Along Seller multiplied by the date hereofTag-Along Sale Percentage, subject to adjustment pursuant to the Tag-Along Sale Priority and the Tag-Along Sale Proration as contemplated in Section 4.4(c) (such amount of DHI Securities with respect to each Eligible Tag-Along Seller, such Eligible Tag-Along Seller’s “Tag-Along Shares”). In the event that any MD Related Party directly or indirectly receives any compensation or other consideration or benefit arising out of or in connection with the applicable Tag-Along Sale (other than any bona fide cash and/or equity compensation (whether in the form of an initial equity grant or otherwise) for service as an executive officer of the acquiring or surviving company or any of their Subsidiaries or, with respect to MD Related Parties, any proposed Transfer by Blackstone (in such capacity, bona fide commercial arrangement that is not a "Transferring Stockholder") of 50% or more “Related Party Transaction” because of the shares proviso of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone the definition thereof between an MD Related Party and the proposed Tag-Along Buyer or any stockholderof its Affiliates which commercial arrangement has been binding and in full force and effect (or, partner or other equity owner in the absence of any such affiliate or Blackstone or a binding legal arrangement, to the extent a course of dealing has been in place) for at least twelve (ii12) months prior to the date that the Tag-Along Sale Notice is provided to the Eligible Tag-Along Seller) pursuant to a Public Offeringany non-competition, non-solicitation, no-hire, or other arrangement separate from the transfer of the DHI Securities of the Company (“Additional Consideration”), the Transferring value of such Additional Consideration (as reasonably determined by the Board, subject to the consent of the SLP Stockholders not to be unreasonably withheld, conditioned or delayed) shall be deemed to have been part of the consideration paid or payable to the MD Stockholders in respect of their DHI Securities in such Tag-Along Sale and shall be reflected in the amount offered by the Tag-Along Buyer set forth in the applicable Tag-Along Sale Notice. In the event that more than one MD Stockholder, more than one MSD Partners Stockholder or more than one SLP Stockholder, as the case may be, proposes to execute a Tag-Along Sale as an Initiating Tag-Along Seller, then all such transferring MD Stockholders, MSD Partners Stockholders and/or SLP Stockholders, as the case may be, shall have be treated as the obligationInitiating Tag-Along Seller, and the Executive DHI Securities held and to be transferred by such MD Stockholders, MSD Partners Stockholders or SLP Stockholders, as the Permitted Affiliates case may be, shall have be aggregated as set forth in Section 9.16, including for purposes of calculating the rightapplicable Tag-Along Sale Percentage. Notwithstanding anything in this Section 4.4 to the contrary, but subject to require Section 4.4(c), if the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (Initiating Tag-Along Seller is transferring DHI Securities or vested in-the-money Company Stock Options in such capacityTag-Along Sale, a "Tagging Stockholder") a number each of the Executive Shares up Eligible Tag-Along Sellers shall be entitled to transfer the same proportion of DHI Securities held by such Eligible Tag-Along Seller as the proportion of the Initiating Tag-Along Seller’s DHI Securities and vested in-the-money Company Stock Options relative to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the Initiating Tag-Along Seller’s total number of Executive Shares owned such DHI Securities that are being sold by the Tagging StockholderInitiating Tag-Along Seller in such Tag-Along Sale. For the avoidance of doubt, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation no DHI Securities that are subject to any vesting or similar condition may be transferred prior to such time of payment and form of consideration) applicable to the Transferring Stockholderas such DHI Securities have fully vested; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements it is understood that the Transferring Stockholder agrees to make if such DHI Securities vest in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided furthersuch Tag-Along Sale, that all representations and warranties shall such DHI Securities may be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities transferred in respect of the Company shall be evidenced connection therewith in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisaccordance with this Section 4.4.

Tag-Along Rights. (a) So long as this Appendix A remains Subject to Section 3.6(f), if any of the Silver Lake Investors propose to transfer, in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated coone (1) or a series of related transactions, Securities that represent more than ten percent (10%) of all the outstanding Transferable Shares on an as-investors in converted, as-exercised basis (a “Tag-Along Sale”) to another Person (including any repurchase of Transferable Shares by the Company or its controlled Affiliates), such Silver Lake Investor (collectivelythe “Selling Silver Lake Investor”) shall give, "Blackstone"or direct the Company to give and the Company shall so give, written notice (a “Transfer Notice”) beneficially owns not less than one-fourth of such proposed transfer to each of the Common Stock owned by Blackstone on the date hereof, Management Investors and Warrant Investors with respect to any proposed Transfer by Blackstone such Tag-Along Sale at least five (5) Business Days (in such capacity, a "Transferring Stockholder") of 50% or more the case of the shares Management Investors) or ten (10) Business Days (in the case of Common Stock then held by Blackstonethe Warrant Investors) prior to the consummation of such proposed transfer, other than a Transfer setting forth (i) the number of Transferable Shares proposed to any affiliate of Blackstone or any stockholderbe transferred, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant the consideration to a Public Offeringbe received for such Transferable Shares by such Selling Silver Lake Investor, (iii) the Transferring Stockholder shall have identity of the obligationpurchaser (the “Proposed Transferee”), (iv) any other material terms and the Executive and the Permitted Affiliates shall have the right, to require conditions of the proposed transferee transfer, (v) the fraction, expressed as a percentage, determined by dividing the number of Transferable Shares to offer to purchase be purchased from the Executive Selling Silver Lake Investor by the total number of Transferable Shares held by the Selling Silver Lake Investor (the “Tag-Along Sale Percentage”) and (vi) an invitation to each Management Investor and Warrant Investor to irrevocably agree to include in the Permitted Affiliates (in such capacity, a "Tagging Stockholder") Tag-Along Sale a number of the Executive Transferable Shares up held by such Management Investor or Warrant Investor equal to the product of the total number of Transferable Shares held by such Management Investor or Warrant Investor multiplied by the Tag-Along Sale Percentage (rounded up such amount with respect to each Management Investor and Warrant Investor, such Management Investor’s or Warrant Investor’s “Tag-Along Shares”). Each Warrant Investor shall be entitled to exercise all or a portion of its Warrants to the nearest whole number) of extent necessary to sell Warrant Shares permitted to be sold in such Tag-Along Sale, in which case (A) the quotient determined by dividing (x) the aggregate number any Warrant Shares issuable upon such exercise shall constitute Transferable Shares for purposes of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer this Section 3.6 and (B) the total number exercise of Executive Shares owned such Warrant (or portion thereof) may be conditioned on the consummation of the applicable Tag-Along Sale. In the event that more than one (1) Silver Lake Investor proposes to execute a Tag-Along Sale (including, for the avoidance of doubt, the exercise by any Silver Lake Investor of its own “tag-along” or participation rights), then all such transferring Silver Lake Investors shall be treated as the Tagging StockholderSelling Silver Lake Investor, and at the same price per share of Common Stock Transferable Shares held and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to transferred by such Silver Lake Investors shall be aggregated under this Section 43.6, including for purposes of calculating the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisapplicable Tag-Along Sale Percentage.

Tag-Along Rights. If the Ripplewood Shareholder desires to Transfer in excess of 5% of its Shares to a prospective Transferee (aor Transferees) So long as this Appendix A remains other than to a Permitted Transferee of the Ripplewood Shareholder and, after giving effect to such Transfer, the Ripplewood Shareholder shall have Transferred in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors excess of 35% in the Company aggregate of its Shares to a Transferee (collectively, "Blackstone"or Transferees) beneficially owns not less other than one-fourth Permitted Transferees of the Common Stock owned by Blackstone on Ripplewood Shareholder, the date hereofRipplewood Shareholder shall, with respect as a condition to any proposed Transfer by Blackstone such Transfer, (i) provide a notice to all other Shareholders in such capacity, writing (a "Transferring StockholderTag-Along Notice") of 50% or more the material terms of the shares of Common Stock then held by Blackstone, other than a proposed Transfer (i) at least 15 days prior to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or Transfer and (ii) pursuant permit all other Shareholders (or cause all other Shareholders to a Public Offering, be permitted) to sell (either to the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number prospective Transferee of the Executive Ripplewood Shareholder's Shares up or to another financially reputable Transferee reasonably acceptable to such other Shareholders) the same portion of their respective Shares as that Transferred by the Ripplewood Shareholder in the aggregate to Transferees other than Permitted Transferees of the Ripplewood Shareholder (after giving effect to such proposed Transfer) on the same terms and conditions, subject to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, same agreements and at the same price per share as the proposed sale by the Ripplewood Shareholder, which sale shall take place on the date the Ripplewood Shareholder's Shares (or such portion) are Transferred to such Transferee (or Transferees). Each other Shareholder shall have five days from the date of Common Stock and upon the same terms and conditions (including without limitation time receipt of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled a Tag-Along Notice to exercise his its right to sell shares of Common Stock pursuant to clause (ii) above by delivering written notice to the proposed transferee Ripplewood Shareholder of its intent to exercise such right. The right of the other Shareholders to sell pursuant to this Section 4, the Tagging Stockholder must agree clause (ii) above shall terminate if not exercised within such five-day period. Each other Shareholder electing to make exercise its right to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether sell pursuant to a representationclause (ii) shall share, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis, the legal, investment banking and other expenses of the Ripplewood Shareholder incurred in connection with such Transfer.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect At least thirty 30 days prior to any proposed Transfer by Blackstone of Stockholder Shares (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Public Sale), the Executive making such Transfer (ithe "TRANSFERRING STOCKHOLDER") shall deliver a written notice (the "SALE NOTICE") to the holders of Investor Shares, specifying in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the contemplated Transfer. Each holder of Investor Shares may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Transferring Stockholder within 30 days after delivery of the Sale Notice. If any affiliate holder of Blackstone or any stockholder, partner or other equity owner of any Investor Shares has elected to participate in such affiliate or Blackstone or (ii) pursuant to a Public Offeringcontemplated Transfer, the Transferring Stockholder and each such electing holder shall have be entitled to sell in the obligationcontemplated Transfer, at the same price and on the Executive and the Permitted Affiliates shall have the rightsame terms, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Stockholder Shares up equal to the product (rounded up to the nearest whole number) of (Ai) the quotient determined by dividing (x) the aggregate number percentage of Stockholder Shares owned by Blackstone to be included in the contemplated Transfer such Person by (y) the aggregate number percentage of Stockholder Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging holders of Investor Shares participating in such sale and (ii) the number of Stockholder (whether pursuant Shares to a representation, warranty, covenant, indemnification provision or agreement) for liabilities be sold in respect the contemplated Transfer. Each Executive shall use its best efforts to obtain the agreement of the Company prospective transferee(s) to the participation of the holders of Investor Shares in any contemplated Transfer and to the inclusion of the Investor Warrants and Series A Preferred in the contemplated Transfer, and no Executive shall transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the holders of Investor Shares or the inclusion of the Warrants or Series A Preferred. If any portion of the Investor Warrants is included in any Transfer of Stockholder Shares under this Section 4(b), the purchase price for the Investor Warrants shall be evidenced in writings executed equal to the full purchase price determined hereunder for the Stockholder Shares covered by them and the transferee and shall portion of the Investor Warrants to be borne transferred, reduced by each of them on a pro rata basisthe aggregate exercise price for such shares.

Tag-Along Rights. (a) So long as this Appendix A remains in effect If, at any time, one or more Stockholder(s) propose to transfer Shares to any Person (other than a Permitted Transferee of such transferring Stockholder and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated coother than pursuant to a Registered Sale) (a "TAG-investors in the Company (collectively, "BlackstoneALONG PURCHASER") beneficially owns which would result in a Triggering Event in accordance with the terms of this Agreement, then, unless such transferring Stockholder(s) are entitled to give and do give a Drag-Along Notice pursuant to Section 5(a) hereof, such transferring Stockholder(s) shall first provide written notice to each of the other Stockholders (other than Affiliates of the transferring Stockholder(s)), which notice (the "TAG-ALONG NOTICE") shall state: (i) the maximum number of Shares proposed to be transferred (the "TAG-ALONG SECURITIES"); (ii) the purchase price per Share for the Tag-Along Securities (the "TAG-ALONG PRICE"); and (iii) all material terms and conditions of such sale, including the proposed transfer date (which date may not be less than one-fourth 30 days after delivery of the Common Stock owned by Blackstone on Tag-Along Notice). Each of the date hereof, Stockholders (other than the transferring Stockholder(s) and its/their respective Affiliates) that has been provided with respect to any proposed Transfer by Blackstone the Tag-Along Notice (in such capacityeach, a "Transferring StockholderTAG-ALONG RIGHTHOLDER") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligationright to sell to such Tag-Along Purchaser, and upon the Executive and terms set forth in the Permitted Affiliates shall have the rightTag-Along Notice, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a that number of Shares held by such Tag-Along Rightholder equal to that percentage of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient Tag-Along Securities determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (BA) the total number of Executive Shares then owned by such Tag-Along Rightholder by (B) the Tagging Stockholder, and at sum of (1) the same price per share total number of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee Shares then owned by all such Tag-Along Rightholders exercising their rights pursuant to this Section 4, 4 and (2) the Tagging Stockholder must agree total number of Shares then owned by the transferring Stockholder(s). The transferring Stockholder(s) and the Tag-Along Rightholder(s) exercising their rights pursuant to make to this Section 4 shall effect the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer sale of the shares Tag-Along Securities, and such Tag-Along Rightholder(s) shall sell the number of Common Stock Tag-Along Securities required to be sold by such Tag-Along Rightholder(s) pursuant to this Section 4(a), and the number of Tag-Along Securities to be sold to such Tag-Along Purchaser by the Transferring Stockholder; and provided further, that all representations and warranties transferring Stockholder(s) shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisreduced accordingly.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and In the event MB elects to sell all or a portion of its affiliated co-investors Interests in the Company (collectivelyCompany, "Blackstone") beneficially owns not less than one-fourth such that the Person or the Affiliates of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in Person acquiring such capacity, a "Transferring Stockholder") Interests would acquire an Ownership Percentage of more than 50% or more in the Net Loss and Net Income of the shares of Common Stock then held by BlackstoneCompany, other than a Transfer in an arm’s length transaction (i) to any affiliate of Blackstone or any stockholdera purchaser for cash and/or deferred payments, partner or other equity owner of any such affiliate or Blackstone or (ii) in exchange for equity interests in another entity (other than an entity controlled by or under common control with the Company) pursuant to merger or other business combination (each a Public Offering“Transaction”), the Transferring Stockholder Management Company shall have the obligation, and the Executive and the Permitted Affiliates right to participate (a “Tag-along Right”) in such Transaction. MB shall have the right, to require not complete such a Transaction unless notice of the proposed transferee terms of such transaction is first given to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number Management Company of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone its right to be included in such sale (the contemplated Transfer by “Transaction Notice”). Within 15 days of the date of the Transaction Notice, Management Company may advise the Board and MB in writing of Management Company’s acceptance of the terms of the Transaction and any Class A Membership Units (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer EBITDA Trigger Date) or Class A and Class B Membership Units (Bafter the EBITDA Trigger Date if the Minimum EBITDA Threshold has been satisfied for the EBITDA Measurement Period) Management Company desires to include in the Transaction. The “Proportionate Share” of Management Company shall be equal to the aggregate Ownership Percentage represented by the Units proposed to be sold by MB in the Transaction multiplied by the percentage of the total number of Executive Shares owned Ownership Percentage represented by the Tagging Stockholder, issued and at the same price per share of Common Stock and upon the same terms and conditions outstanding Class A Membership Units (including without limitation time of payment and form of consideration) applicable prior to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to EBITDA Trigger Date) or Class A and Class B Membership Units (after the proposed transferee pursuant to this Section 4, EBITDA Trigger Date if the Tagging Stockholder must agree to make to Minimum EBITDA Threshold has been satisfied for the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreementEBITDA Measurement Period) for liabilities in respect of the Company owned by Management Company. To the extent the purchaser in the Transaction is unwilling to increase the total amount of Interests to be purchased to include the Units proposed to be transferred by Management Company and all Units elected to be sold by MB, the number of Units to be sold by MB shall be evidenced reduced accordingly so as to permit Management Company to sell to the purchaser up to that percentage of the total Units equal to its Proportionate Share. Management Company agrees to execute any purchase agreements or other documents required by the purchaser and to cause the Non-Competition Agreements to be executed and delivered by the Management Principals to MB if the transaction includes all Units then owned by Management Company, as a condition to its right to participate in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisTransaction.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated coSubject to Section 3.4(g), if any Initiating Tag-investors in Along Seller enters into one or a series of related transactions (including any merger or consolidation) involving the Company (collectivelysale, "Blackstone") beneficially owns not less than one-fourth transfer, exchange or conversion of a majority of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, issued and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell outstanding shares of Common Stock to any Person (other than one or more Affiliates or Permitted Transferees of such Initiating Tag-Along Seller) (a “Tag-Along Sale”), then the Initiating Tag-Along Seller shall give, or direct the Company to give and the Company shall so promptly give, written notice (a “Tag-Along Sale Notice”) of such proposed transfer to all Eligible Tag-Along Sellers with respect to such Tag-Along Sale at least fifteen (15) days prior to each of the consummation of such proposed transfer and the delivery of a Tag-Along Sale Notice setting forth (i) the number and type of each class of DTI Securities proposed to be transferred, (ii) the consideration to be received for such DTI Securities by such Initiating Tag-Along Seller, (iii) the identity of the purchaser (the “Tag-Along Buyer”), (iv) a detailed summary of all material terms and conditions of the proposed transferee pursuant transfer, (v) the fraction, expressed as a percentage, determined by dividing the number of DTI Securities to be purchased from the Initiating Tag-Along Seller and its Permitted Transferees by the total number of DTI Securities held by such Initiating Tag-Along Seller and its Permitted Transferees (the “Tag-Along Sale Percentage”) and (vi) an invitation to each Eligible Tag-Along Seller to irrevocably agree to include in the Tag-Along Sale up to a number of Transferable Shares held by such Eligible Tag-Along Seller equal to the product of the total number of Transferable Shares held by such Eligible Tag-Along Seller multiplied by the Tag-Along Sale Percentage (such amount of DTI Securities with respect to each Eligible Tag-Along Seller, such Eligible Tag-Along Seller’s “Tag-Along Shares”). In the event that more than one Stockholder proposes to execute a Tag-Along Sale as an Initiating Tag-Along Seller, then all such transferring Stockholders shall be treated as the Initiating Tag-Along Seller, and the DTI Securities held and to be transferred by such Stockholders shall be aggregated as set forth in Section 7.15, including for purposes of calculating the applicable Tag-Along Sale Percentage. Notwithstanding anything in this Section 4, the Tagging Stockholder must agree to make 3.4 to the transferee contrary, if the Initiating Tag-Along Seller is transferring Common Stock or vested in-the-money Company Stock Options in such Tag-Along Sale, each of the Eligible Tag-Along Sellers shall be entitled to transfer the same representationsproportion of Transferable Shares held by such Eligible Tag-Along Seller as the proportion of the Initiating Tag-Along Seller’s Common Stock and vested in-the-money Company Stock Options (relative to the Initiating Tag-Along Seller’s total number of such DTI Securities) that are being sold by the Initiating Tag-Along Seller in such Tag-Along Sale (with each vested in the money Company Stock Option counting as a share of Common Stock for purposes of the foregoing calculation). Notwithstanding anything herein to the contrary, warrantiesfor the avoidance of doubt, covenantsno DTI Securities that are subject to any vesting or similar condition may be transferred prior to such time as such DTI Securities have fully vested and become Transferable Shares; provided, indemnities and agreements that the Transferring Stockholder agrees to make it is understood that if such DTI Securities vest in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; such Tag-Along Sale and provided furtherwould become Transferable Shares, that all representations and warranties shall such Transferable Shares may be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities transferred in respect of the Company shall be evidenced connection therewith in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisaccordance with this Section 3.4.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors Prior to the consummation of an underwritten public offering or the listing of the Company's Common Stock on a national securities exchange or the authorization for quotation of such Common Stock on the Nasdaq National Market, in the Company (collectivelyevent that a Permitted Holder or Permitted Holders propose to sell or otherwise transfer, "Blackstone") beneficially owns not less than one-fourth directly or indirectly, in a single transaction or a series of related transactions, shares of the Company's Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50representing 25% or more of the aggregate number of shares of such Common Stock then held owned by Blackstone, such Permitted Holders on the date the transactions contemplated by the Merger Agreement are consummated (other than a Transfer (i) sales in an bona fide public offering pursuant to any affiliate of Blackstone or any stockholderan effective registration statement under the Securities Act, partner or other equity owner of any such affiliate or Blackstone or (ii) sales to the public pursuant to Rule 144 or any similar rule or rules then in effect, (c) transfers to the Company or one or more of its stockholders pursuant to a Public Offeringright of first refusal and (d) transfers to Affiliates of such Permitted Holders), such Permitted Holders shall give each holder of Warrants or Warrant Shares notice (the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging StockholderTAG-ALONG NOTICE") a of the number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to be transferred and the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities price and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the other terms on which such shares of Common Stock are to be transferred. Any Holder may elect to participate in such transfer (a "TAG-ALONG RIGHT") by giving notice of the Transferring Stockholder; and provided further, decision to exercise the Tag-Along Right to the selling Permitted Holders within 10 Business Days of receipt of the Tag-Along Notice. The number of Warrants or Warrant Shares that all representations and warranties any Holder electing to participate in a transfer shall be made eligible to sell pursuant to the Tag-Along Right shall be that percentage of the aggregate number of shares of Common Stock to be transferred equal to a fraction, expressed as a percentage, the numerator of which is the total number of shares of Common Stock held by such Holder assuming the Tagging Stockholder exercise of all Warrants held by such Holder and the Transferring Stockholder severally denominator of which is the total number of shares of Common Stock held by all stockholders participating in such transfer, including the Permitted Holder or Permitted Holders and not jointly and that other Holders, assuming the liability exercise of all Warrants held by Holders participating in the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basistransfer.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in Prior to the Company (collectively, "Blackstone") beneficially owns not less than one-fourth tenth anniversary of the Common Stock owned by Blackstone on the date hereofof this Agreement, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% if one or more of the New Investors (collectively, the “Selling Stockholder”) desires to sell in one or more series of related transactions Securities beneficially owned by such Selling Stockholder, constituting more than 25% of the Original Ownership (as defined in the New Investor Stockholders Agreement) of such Selling Stockholder, to a Person (the “Buyer”), including, subject to the restrictions set forth in Section 6, pursuant to an Initial Offering, but excluding sales (x) pursuant to a Permitted Transfer in accordance with the New Investor Stockholder Agreement or (y) following an Initial Offering, in any sale effected on the securities exchange or automated quotation system on which the Common Stock is then listed or quoted, as applicable (each, a “Tag Sale”), then, at least 30 days prior to any such sale, such Selling Stockholder shall provide to each holder of Executive Securities that beneficially owns Executive Securities constituting at least 50% of the Initial Ownership of such holder (each a “Executive Tag Seller”) a notice (an “Executive Tag-Along Notice”) setting forth in reasonable detail the terms of such sale, the number of Securities such Buyer wishes to purchase (calculated on an as-converted basis) (the “Tag-Along Shares”) and identifying the name and address of the Buyer. Upon the written request of any Executive Tag Seller made within fifteen days after the day the Executive Tag-Along Notice is received by such Executive Tag Seller, the Selling Stockholder proposing to make the sale shall cause the Buyer to purchase from such Executive Tag Seller in such sale the number of shares of Common Stock then constituting and/or underlying the Executive Securities held by Blackstone, other than a Transfer such Executive Tag Seller equal to the lesser of (i) to any affiliate the number of Blackstone or any stockholder, partner or other equity owner shares of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and Common Stock constituting and/or underlying the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone Securities requested to be included in the contemplated Transfer Tag Sale by such Executive Tag Seller and (ii) a number determined by multiplying (x) a fraction, the numerator of which is the total number of shares of Common Stock constituting and/or underlying the Executive Securities held by such Executive Tag Seller and the denominator of which is the total number of shares of Common Stock constituting and/or underlying the Securities held by (I) all of the Executive Tag Sellers and (II) all Tag Sellers (as defined in the New Investor Stockholders Agreement) by (y) the aggregate number of Tag-Along Shares owned by Blackstone immediately prior to be sold in such Tag Sale. Such purchase shall be made on the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, same date and at the same price per share of Common Stock and upon the same on other terms and conditions at least as favorable to such Executive Tag Seller as the terms and conditions contained in the Executive Tag-Along Notice delivered in connection with such proposed transaction. Each Executive Tag Seller shall take all actions which the Selling Stockholder deems reasonably necessary or desirable to consummate such transaction, including, without limitation, (i) entering into agreements with third parties on terms substantially identical or more favorable to such Executive Tag Seller than those agreed to by the Selling Stockholder and including without limitation time representations, indemnities, holdbacks, and escrows, and (ii) obtaining all consents and approvals reasonably necessary or desirable for such Executive Tag Seller to consummate such transaction, provided that, except as otherwise required of payment the Company by the lead underwriter engaged in connection with any public offering of the Company where such requirement is customary for transactions of such type, no Executive Tag Seller shall be required to make any representations or warranties except as they relate to his title to and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell the Tag Along Shares to be sold by him in such Tag Sale, or to provide any indemnity except for breaches of the forgoing representations and warranties, subject to an indemnity cap equal to the net proceeds received by such Executive Tag Seller. The Executive Tag Sellers and the Selling Stockholder shall each pay its pro rata share (based upon the number of shares of Common Stock to (on an as-converted basis) included in such Tag Sale by each Executive Tag Seller and the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection Selling Stockholder) of any reasonable transaction costs associated with the proposed Transfer sale other than the legal expenses and selling commissions of the shares of Common Stock of other participants in the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisTag Sale.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company At least ten (collectively, "Blackstone"10) beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect Business Days prior to any a proposed Transfer by Blackstone (in such capacitySeries TB of any TowerBrook Allocable Security or, a "Transferring Stockholder") of 50% or more alternatively at the sole discretion of the shares TowerBrook Partners, within five (5) Business Days following the Transfer by Series TB of Common Stock then held by Blackstoneany TowerBrook Allocable Security, in either case, other than a Transfer (i) to any affiliate of Blackstone or any stockholdera Permitted Transfer, partner or other equity owner of any such affiliate or Blackstone or (ii) a Transfer to a Customer or Strategic Investor in accordance with Section 6.4(e), or (iii) a Transfer pursuant to a Public Offeringthe exercise of the Drag-Along Right in accordance with Section 6.5, the Transferring Stockholder TowerBrook Partners shall deliver a written notice (the “Sale Notice”) to the AS Partners (with a copy of such notice to the Board), specifying in reasonable detail (A) if the Sale Notice is given prior to a proposed Transfer, the identity of the prospective Transferee(s) (if known), the number and a description of Company Securities proposed to be Transferred (the “Transferred Securities”), the price (or minimum price) at which the Transferred Securities are proposed to be Transferred and, to the extent known, any other material terms and conditions of such contemplated Transfer, or (B) if the Sale Notice is given following a Transfer, the identity of the Transferee and all other terms and conditions of the Transfer, including a copy of the relevant transaction agreements. If the AS Partners elect to participate in the contemplated Transfer or to be deemed to have participated in the obligationcompleted Transfer, as the case may be, then the AS Partners shall deliver written notice of such election to the TowerBrook Partners and the Executive Partnership within ten (10) Business Days following receipt of the Sale Notice (a “Sale Participation Notice”). If the Sale Notice is delivered prior to the consummation of the contemplated Transfer, upon giving a Sale Participation Notice, the AS Partners shall be entitled to cause Series AS to sell, at the same price and on the Permitted Affiliates shall have same terms as indicated in the rightSale Notice, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up Transferred Securities equal to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number Current Investment Percentage of Shares owned by Blackstone to be included in the contemplated Transfer by Series AS and (y) the aggregate number of Shares owned by Blackstone immediately prior Transferred Securities proposed to the contemplated Transfer be Transferred. The AS Partners shall take all reasonably necessary and (B) the total number of Executive Shares owned desirable actions as directed by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make TowerBrook Partner in connection with the proposed Transfer consummation of such Transfer, including executing the applicable purchase agreement. If the Sale Notice is delivered after the consummation of the shares Transfer, upon receipt of Common Stock of a Sale Participation Notice, the Transferring Stockholder; Partnership shall make appropriate distributions and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and adjustments so as to reflect that the liability Transfer was executed as if (x) the AS Partners had participated therein at the time thereof and (y) the applicable number of the Transferring Stockholder and the Tagging Stockholder (whether Ascension Allocable Securities had been Transferred pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisthereto.

Tag-Along Rights. If at any time following the Closing any of the Seller, the Trustee or any Grantor (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, a "BlackstoneSelling Shareholder") beneficially owns not less than one-fourth proposes to sell, transfer or dispose of fifteen million (15,000,000) or more shares of such Common Stock (as adjusted to reflect any stock split, combination, reclassification or change of the Common Stock owned after the Closing) held or controlled directly or indirectly by Blackstone on such person in a single bona fide arm's length transaction (or a series of related transactions in any twenty-four (24) month period) to one or more third parties, the date hereoffollowing rights shall apply: Not later than thirty (30) days prior to proposed closing of such Transaction, with respect such Selling Shareholder shall deliver to any proposed Transfer by Blackstone each Purchaser a notice of intention to sell (in such capacity, a "Transferring StockholderTag-Along Notice") ), setting forth the number of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer proposed to be sold (ithe "Subject Shares") to any affiliate and all terms and conditions of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder proposed sale. The Selling Shareholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (include in such capacityproposed sale, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon on the same terms and conditions (including without limitation time provided that no Purchaser shall be required to make any representation or warranty in respect of payment such sale other than as to its ownership thereof and form authority to enter into such transaction), a number of consideration) applicable shares of Common Stock of each Purchaser equal to such Purchaser's pro rata percentage of the Transferring Stockholder; provided, that issued and outstanding shares of Common Stock as of the date of the Tag-Along Notice multiplied by the number of Subject Shares. Each Purchaser shall notify the Selling Shareholder of its election to participate in order to be entitled to exercise his right to sell such transaction and the number of shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer be included therein not later than 20 days following receipt of the Tag-Along Notice. The number of Subject Shares shall be reduced by the number of shares of Common Stock of each Purchaser to be included in such transaction. Each party hereto shall use its commercially reasonable efforts to cause the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability prompt consummation of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed transactions contemplated by them and the transferee and shall be borne by each of them on a pro rata basisthis section.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in At least 10 Business Days prior to the Company Transfer by any TowerBrook Limited Partner(s) (collectively, "Blackstone"the “Transferring Equityholder”) beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect any Series A Preferred Interests to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder"Person(s) of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer pursuant to clause (i) to any affiliate of Blackstone or any stockholder, partner or Section 11.1(a) hereof (other equity owner of any such affiliate or Blackstone or (ii) than pursuant to a Public OfferingOffering and other than with respect to a Transfer of up to 10% in the aggregate of all of the Series A Preferred Interests owned by the TowerBrook Limited Partners as of the Effective Date) (a “Tag-Along Sale”), the Transferring Stockholder Equityholder shall have deliver a written notice (the obligation“Sale Notice”) to each Other Limited Partner that owns Series A Preferred Interests (collectively, the “Recipient Investors”) (with a copy of such notice to the General Partner), specifying in reasonable detail the identity of the prospective transferee(s), the number of Series A Preferred Interests to be Transferred, and the Executive other material terms and conditions of such contemplated Transfer. Any of the Permitted Affiliates shall have the right, Recipient Investors may elect to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (participate in such capacitycontemplated Transfer by delivering written notice to the Transferring Equityholder within 10 Business Days after its receipt of the Sale Notice. If any Recipient Investor elects to participate in such Transfer, a "each Recipient Investor who elects to participate (the “Tagging Stockholder"Investors”) shall be entitled to sell in such contemplated Transfer, at the same price, form of consideration and on the same terms, up to a number of the Executive Shares up Series A Preferred Interests to be sold in such contemplated Transfer equal to the product (rounded up to the nearest whole number) of (Ax) the quotient determined by dividing (x) the number of Series A Preferred Interests owned by such Tagging Investor by the aggregate number of Shares (i) Series A Preferred Interests owned collectively by Blackstone to be included in all of the contemplated Transfer Tagging Investors and (ii) Series A Preferred Interests owned collectively by all of the TowerBrook Limited Partners and (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order Series A Preferred Interests to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee sold in such contemplated Transfer. Each Limited Partner Transferring Interests pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities 11.3 shall take all reasonably necessary and agreements that desirable actions as reasonably directed by the Transferring Stockholder agrees to make Equityholder in connection with the proposed Transfer consummation of such Transfer, including, without limitation, executing the shares of Common Stock of applicable purchase agreement with respect to the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisTag-Along Sale.

Tag-Along Rights. (a) So long as this Appendix A remains After the occurrence of a Liquidation Event, subject to Section 7.2, the Sponsor agrees that the Purchaser shall be afforded the opportunity to participate in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in sales by the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant Sponsor to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number Third Party of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer all or substantially all of the shares of Common Stock of the Transferring Stockholder; Company then held by the Sponsor and provided furtherits affiliates (any such sale, a “Tag-Along Transfer”). As soon as practicable after the time any Tag-Along Transfer is proposed, but in any event at least 20 days prior to the Transfer Date (as defined below), the Sponsor shall give written notice thereof to the Purchaser identifying the proposed purchaser and stating the number of shares of Common Stock proposed to be sold, the proposed offering price, the proposed date of such Tag-Along Transfer (the “Transfer Date”) and any written material terms or conditions of the proposed Tag-Along Transfer. If the Purchaser desires to participate in the Tag-Along Transfer, the Purchaser shall give written notice (the “Tag-Along Notice”) to the Sponsor not less than 10 days prior to the Transfer Date setting forth the number of Shares that all representations and warranties the Purchaser desires to include in the Tag-Along Transfer. Failure to give the Tag-Along Notice at least 10 days prior to the Transfer Date shall constitute an irrevocable election by the Purchaser not to participate in the Tag-Along Transfer. The total number of shares of Common Stock which the Sponsor is to include in the Tag-Along Transfer (the “Allotment”) shall be made by apportioned among the Tagging Stockholder Sponsor, the Purchaser if he gives the Tag-Along Notice at least 10 days prior to the Transfer Date, Other Purchasers giving Tag-Along Notices during such 10-day period pursuant to Other Purchasers’ Agreements and any other persons entitled to give (and giving on a timely basis) Tag-Along Notices pursuant to agreements substantially similar to this Agreement (collectively, the Transferring Stockholder severally “Participants”) in accordance with the number of issued and not jointly and outstanding Shares of Common Stock each Participant holds at such time (without regard to any shares of Common Stock issuable upon exercise of options, warrants, Rights or other rights of any kind); provided that in no event will the liability Sponsor’s portion of the Transferring Stockholder Allotment be less than the number of shares of Common Stock constituting the Allotment less the number of issued and outstanding shares which the Tagging Stockholder Participants (whether pursuant other than the Sponsor) have included in their Tag-Along Notices (without regard to a representationany shares issuable upon exercise of options, warrantywarrants, covenant, indemnification provision Rights or agreement) for liabilities in respect other rights of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisany kind).

Tag-Along Rights. (a) So Solely with respect to the shares of Common Stock that may be acquired upon exercise by the Shareholder of all or any portion of the Initial Options (the "Initial Option Shares"), so long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns own not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive Shareholder and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive Shareholder and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Initial Option Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Initial Option Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock any Initial Option Shares to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock Initial Option Shares of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis.

Tag-Along Rights. (a) So long as this Appendix A remains Other than in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated coconnection with the exercise of a Drag-investors in Along Right, if the Company (collectively, "Blackstone") beneficially owns or its shareholders have received from a person or entity which is not less than one-fourth an affiliate of the Common Stock owned by Blackstone on the date hereof, with respect Company a bona fide written offer to any proposed Transfer by Blackstone purchase (in such capacity, a "Transferring Stockholder"“Tag-Along Sale”) of 50(i) 30% or more of the issued and outstanding shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offeringshares of the Company Voting Securities representing 30% or more of the voting power of all Company Voting Securities, the Transferring Stockholder shall have the obligationCompany shall, and the Executive and the Permitted Affiliates shall have the rightprior to accepting such offer, to require arrange for the proposed transferee purchaser(s) to make a bona fide offer to purchase from the Executive and the Permitted Affiliates a corresponding percentage (in such capacity, a "Tagging Stockholder") a number based of the Executive Shares up percentage of Stock or Company Voting Securities subject to the product (rounded up to the nearest whole numbersuch transaction, as applicable) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned then held by Blackstone to be included Purchaser (or the Fiduciary on behalf of Purchaser) upon terms and conditions which, in the contemplated Transfer aggregate, are no less favorable to Purchaser than the terms and conditions offered by the proposed purchaser(s) to the Company or its shareholders in the Tag-Along Sale. The Company shall deliver a written notice (ya “Notice”) to Purchaser (or the aggregate Fiduciary with a copy to Purchaser, as applicable) stating that it or its shareholders proposes to accept such offer, and specifying the number of Shares owned Purchaser (or the Fiduciary on behalf of Purchaser) may sell, the name and address of the proposed parties to such transaction and the consideration payable in connection therewith. Upon receipt of the Notice, Purchaser (or the Fiduciary on behalf of Purchaser) may exercise Purchaser’s (or the Fiduciary’s, as applicable) right to sell such Shares by Blackstone immediately prior delivery, not later than 10 days after receipt of the Notice, a written notice (the “Tag-Along Notice”) to the contemplated Transfer and (B) Company, which shall state the total maximum number of Executive Shares owned by that Purchaser (or the Tagging StockholderFiduciary acting on behalf of Purchaser) wishes to include in the sale. The consideration shall be in the form of cash, and at equity or debt securities (whether or not publicly traded) or a combination thereof (but such consideration shall be in the same price per share of Common Stock form and upon the same terms and conditions (including without limitation time of payment and form of consideration) proportion as that applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell sale of shares of Common Stock or Company Voting Securities, as applicable, by the other Company shareholders in the Tag-Along Sale). Purchaser (or the Fiduciary, as applicable) will use Purchaser’s (or the Fiduciary’s, as applicable) best commercial efforts to cooperate in any such transaction and will take all necessary and desirable actions in connection with the Tag-Along Sale as are reasonably requested by the Company or the Board, including, without limitation, the execution of an agreement to effect the foregoing in form and substance reasonably satisfactory to the proposed transferee Company and the person or entity making the offer to purchase the Stock or Company Voting Securities, as applicable (excluding any indemnification, contribution or similar obligations or agreements not specifically relating to a breach of any representation or warranty by Purchaser or the Fiduciary, as applicable, as to Purchaser’s or the Fiduciary’s as applicable, ownership of or ability to transfer the Shares subject to the Tag-Along Sale). The Company and its shareholders shall have no liability to Purchaser (and the Fiduciary, as applicable) if the transaction described in the Tag-Along Notice fails to occur for any reason. Any Shares which are not sold pursuant to this Section 44 shall remain subject to all other terms and conditions of this Agreement, including the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer continuation of the shares of Common Stock of Company’s right to exercise the Transferring Stockholder; Drag-Along Right and provided furtherPurchaser’s (or the Fiduciary’s, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreementas applicable) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisrights under this Section 4.

Tag-Along Rights. (a) i. So long as this Appendix A remains Agreement shall ---------------- remain in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") Holdings beneficially owns on a fully diluted basis an aggregate number of shares of Common Stock not less than one-fourth (1/4) of the shares of Common Stock owned by Blackstone Holdings on the date hereofAugust 19, 1999, with respect to any proposed Transfer by Blackstone Holdings (in such capacity, a "Transferring Stockholder") of 50% or more of the shares ------------------------ of Common Stock then held by BlackstoneStock, other than a Transfer (i) to any affiliate of Blackstone Holdings or any stockholder, partner or other equity owner of any such affiliate or Blackstone Holdings or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive Oxy and the its Permitted Affiliates Transferees shall have the right, to require the proposed transferee to offer to purchase from the Executive Oxy and the its Permitted Affiliates Transferees (in such capacity, a "Tagging Stockholder") a number of the Executive Oxy ------------------- Shares and any additional Shares issued in connection with any Recapitalization ("Registrable Securities") up to the product (rounded up to the nearest whole ---------------------- number) of (Ai) the quotient determined by dividing (xA) the aggregate number of Shares Registrable Securities owned by Blackstone the Tagging Stockholder and sought by the Tagging Stockholder sought to be included in the contemplated Transfer by (yB) the aggregate number of Shares shares of Common Stock owned by Blackstone immediately prior the Transferring Stockholder and the Tagging Stockholder to be included in the contemplated Transfer Transfer, and (Bii) the total number of Executive Shares owned by shares of Common Stock proposed to be directly or indirectly Transferred to the Tagging Stockholdertransferee in the contemplated Transfer, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, provided that in -------- order to be entitled to exercise his its right to sell shares of Common Stock to the proposed transferee pursuant to this Section 43.07, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and -------- ------- warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in In the Company (collectively, "Blackstone") beneficially owns not less than one-fourth case of the Common Stock owned by Blackstone on the date hereof, with respect to any a proposed Transfer by Blackstone a Sponsor (in such capacity, a "“Transferring Stockholder"Holder”) of 50% or more any of its Company Shares during the shares of Common Stock then held by BlackstoneHolding Period for which consent would otherwise be required were such Transfer not completed in accordance with this Section 5.3, other than a Transfer (i) to any affiliate of Blackstone or any stockholderthe Company, partner in a buyback, exchange or other equity owner transaction offered to all of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them its shareholders on a pro rata basis; (ii) permitted under Section 5.2 or the Transfer Letter; or (iii) in a pro rata distribution in kind to all beneficial owners of the Transferring Holder in accordance with the partnership agreement, limited liability company agreement or other constitutional documents applicable to the Transferring Holder (a “Proposed Transfer”), each Holder (including any Sponsor who is not a Transferring Holder) who exercises its rights under this Section 5.3(a) (a “Tagging Holder”) shall have the right to require the Transferring Holder to cause the proposed Transferee (a “Proposed Transferee”) to purchase up to the number of such Tagging Holder’s Company Shares of the same class equal to the product of (x) the number of Company Shares of such class held by the Tagging Holder multiplied by (y) a fraction, the numerator of which is the number of equity securities of such class proposed to be Transferred by the Transferring Holder to the Proposed Transferee and the denominator which is the total number of Company Shares of such class held by the Transferring Holder; provided that a Holder must own at least two percent (2%) of the then-outstanding shares of Common Stock in order to exercise rights under this Section 5.3(a). In the event that the Transferring Holder is unable to cause the Proposed Transferee to purchase the number of Company Shares equal to the sum of the number of Company Shares proposed to be Transferred by the Transferring Holder and the number of the Tagging Holder’s Company Shares calculated pursuant to the preceding sentence (or any lesser number of Company Shares requested by the Tagging Holder), then the Tagging Holder shall be entitled to sell up to its pro rata portion of the Company Shares of such class actually purchased by the Proposed Transferee, based on the relative number of equity securities of such class held by the Transferring Holder and all Holders exercising their rights under this Section 5.3.

Tag-Along Rights. If after complying with Section 3.2, any Transferring Holder(s) shall propose to Transfer to any Person(s) any Company Securities constituting more than fifty percent (a50%) So long of the then issued and outstanding Capital Securities of the Company, such proposed sale shall be conditioned upon receipt by each Holder other than the Transferring Holder(s) of a binding written offer (the “Tag Offer”) (conditioned solely upon the consummation of such proposed sale) by such Proposed Transferee(s) to purchase, at the same price and upon terms and conditions identical in all material respects as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in are applicable to the Transferring Holder(s), a fraction of the Company (collectivelySecurities held by such Holder, "Blackstone") beneficially owns not less than one-fourth the numerator of which fraction equals the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") number of 50% or more of the shares of Common Stock then held Equivalents represented by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Company Securities that the Transferring Stockholder shall have the obligationHolder(s) intends to sell, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number denominator of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) which is the total number of Executive Shares owned Common Equivalents held by the Tagging StockholderTransferring Holder(s). If the Proposed Transferee(s) states that Proposed Transferee(s) is or are unwilling to purchase, in the aggregate, more than a specified number or amount of Company Securities, then the Company Securities being transferred by the Transferring Holder(s) and those Holders who have elected to accept the Tag Offer shall be reduced pro rata in accordance with their relative holdings of Common Equivalents. If no Holders accept the Tag Offer within sixty (60) days of receipt of the Tag Offer, the Transferring Holder(s) shall have the right for a period of ninety (90) days from the date of the Tag Offer to sell all of the Offered Securities, but at not less than the price, and at upon terms not more favorable, than the same price per share Tag Offer. Any Company Securities not sold by the end of Common Stock and upon the same terms and conditions this ninety (including without limitation time of payment and form of consideration90) applicable day period shall continue to be subject to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares requirements of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis4.2.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereofPrior to an Initial Public Offering, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") BLUM and its Affiliates of 50% or more of the shares of Common Stock then held by Blackstone, to any Person other than BLUM and its Affiliates (each a Transfer "Third Party") (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to than in a Public Offering, the Transferring Stockholder which shall be subject to Article III), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, a "BLUM Sale"), BLUM and its Affiliates will have the obligation, and each of the Executive and the Permitted Affiliates shall Non-BLUM Parties will have the right, to require the proposed transferee to offer or acquiring Person (a "Proposed Transferee") to purchase from each of the Executive and the Permitted Affiliates Non-BLUM Parties who exercises its rights under Section 2.4(b) (in such capacity, a "Tagging StockholderSecurityholder") a number of the Executive Shares shares of Common Stock up to the product (rounded up to the nearest whole numbernumber of shares) of (Ai) the quotient determined by dividing (xA) the aggregate number of Shares outstanding shares of Common Stock owned by Blackstone to be included in the contemplated Transfer such Tagging Securityholder by (yB) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer outstanding shares of Common Stock and (Bii) the total number of Executive Shares owned by shares of Common Stock proposed to be directly or indirectly Transferred to the Tagging StockholderProposed Transferee, and at the same price per share of Common Stock and upon the same terms and conditions (including including, without limitation limitation, time of payment and form of consideration) applicable as to the Transferring Stockholder; provided, that in be paid by and given to BLUM and/or its Affiliates (as applicable). In order to be entitled to exercise his its right to sell shares of Common Stock to the proposed transferee Proposed Transferee pursuant to this Section 42.4, the each Tagging Stockholder Securityholder must agree to make to the transferee Proposed Transferee the same representations, warranties, covenants, indemnities (with respect to all matters other than BLUM's and/or its Affiliates' Ownership of Common Stock) and agreements that the Transferring Stockholder axxxxxxnts as BLUM and/or its Affiliate (as applicable) agrees to make in connection with the proposed Transfer BLUM Sale and such representations and warranties (and related indemnification) as to its Ownership of the shares its Common Stock as are given by BLUM and/or its Affiliate (as applicable) with respect to such party's Ownership of Common Stock of the Transferring StockholderStock; and provided furtherPROVIDED, that all representations such covenants, indemnities and warranties agreements shall be made by the each Tagging Stockholder and the Transferring Stockholder Securityholder, severally and not jointly jointly, and that the liability of the Transferring Stockholder and the Tagging Stockholder liabilities thereunder (whether pursuant other than with respect to a representationOwnership, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and which shall be borne entirely by each of them the Securityholder making the representation) shall be borne on a pro rata basisbasis based on the number of shares Transferred by each of BLUM, and its Affiliates and the Tagging Securityholders; PROVIDED, HOWEVER, that in no event shall any Tagging Securityholder's liabilities exceed the total net proceeds from such Transfer received by such Tagging Securityholder. Each Tagging Securityholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by BLUM and its Affiliates in connection with the BLUM Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.

Tag-Along Rights. (a) So long as this Appendix A remains in effect Subject to Section 4.4(h) and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in receipt of prior written approval of the Company as may be required pursuant to Section 4.2, (collectively, "Blackstone"x) beneficially owns not less than oneif any Initiating Tag-fourth Along Seller proposes to transfer all or a portion of the Common Stock owned by Blackstone on the date hereof, with respect their DTI Securities equal to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 5010% or more of the shares of then outstanding Common Stock then held by Blackstone, to any single Person or “group” (within the meaning of Section 13(d) of the Exchange Act and the rules thereunder) (other than to a Transfer Permitted Transferee of such Initiating Tag-Along Seller) or (y) if a Sale Transaction is entered into by the MD Stockholders that either is a Qualified Sale Transaction or has been approved by the SLP Stockholders (each of the transfers in the foregoing clauses (x) and (y), a “Tag-Along Sale”), then the Initiating Tag-Along Seller shall give, or direct the Company to give and the Company shall so promptly give, written notice (a “Tag-Along Sale Notice”) of such proposed transfer to all Eligible Tag-Along Sellers with respect to such Tag-Along Sale at least fifteen (15) days prior to each of the consummation of such proposed transfer and the delivery of a Tag-Along Sale Notice setting forth (i) the number and type of each class of DTI Securities proposed to any affiliate of Blackstone or any stockholderbe transferred, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant the consideration to be received for such DTI Securities by such Initiating Tag-Along Seller, including any Additional Consideration to be received, (iii) the identity of the purchaser (the “Tag-Along Buyer”), (iv) a Public Offeringcopy of all definitive documents relating to such Tag-Along Sale, including all documents that the Transferring Stockholder shall have the obligationEligible Tag-Along Seller would be required to execute in order to participate in such Tag-Along Sale and all other agreements or documents referred to, or referenced, therein, (v) a detailed summary of all material terms and the Executive and the Permitted Affiliates shall have the right, to require conditions of the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates transfer, (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (Avi) the quotient fraction, expressed as a percentage, determined by dividing (x) the aggregate number of Shares owned by Blackstone DTI Securities to be included in purchased from the contemplated Transfer Initiating Tag-Along Seller and its Permitted Transferees by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned DTI Securities held by the Tagging StockholderInitiating Tag-Along Seller and its Permitted Transferees (the “Tag-Along Sale Percentage”) and (vii) an invitation to each Eligible Tag-Along Seller to irrevocably agree to include in the Tag-Along Sale up to a number of DTI Securities held by such Eligible Tag-Along Seller equal to the product of the total number of DTI Securities held by such Eligible Tag-Along Seller multiplied by the Tag-Along Sale Percentage, subject to adjustment pursuant to the Tag-Along Sale Priority and the Tag-Along Sale Proration as contemplated in Section 4.4(c) (such amount of DTI Securities with respect to each Eligible Tag-Along Seller, such Eligible Tag-Along Seller’s “Tag-Along Shares”). In the event that any MD Related Party directly or indirectly receives any compensation or other consideration or benefit arising out of or in connection with the applicable Tag-Along Sale (other than any bona fide cash and/or equity compensation (whether in the form of an initial equity grant or otherwise) for service as an executive officer of the acquiring or surviving company or any of their Subsidiaries or, with respect to MD Related Parties, any bona fide commercial arrangement that is not a “Related Party Transaction” because of the proviso of the definition thereof between an MD Related Party and the proposed Tag-Along Buyer or any of its Affiliates which commercial arrangement has been binding and in full force and effect (or, in the absence of a binding legal arrangement, to the extent a course of dealing has been in place) for at least twelve (12) months prior to the date that the Tag-Along Sale Notice is provided to the Eligible Tag-Along Seller) pursuant to any non-competition, non-solicitation, no-hire or other arrangement separate from the transfer of the DTI Securities (“Additional Consideration”), the value of such Additional Consideration (as reasonably determined by the Board, subject to the consent of the SLP Stockholders not to be unreasonably withheld, conditioned or delayed) shall be deemed to have been part of the consideration paid or payable to the MD Stockholders in respect of their DTI Securities in such Tag-Along Sale and shall be reflected in the amount offered by the Tag-Along Buyer set forth in the applicable Tag-Along Sale Notice. In the event that more than one MD Stockholder proposes to execute a Tag-Along Sale as an Initiating Tag-Along Seller, then all such transferring MD Stockholders shall be treated as the Initiating Tag-Along Seller, and at the DTI Securities held and to be transferred by such MD Stockholders shall be aggregated as set forth in Section 8.17, including for purposes of calculating the applicable Tag-Along Sale Percentage. Notwithstanding anything in this Section 4.4 to the contrary, but subject to Section 4.4(c), if the Initiating Tag-Along Seller is transferring Common Stock or vested in-the-money Company Stock Options in such Tag-Along Sale, each of the Eligible Tag-Along Sellers shall be entitled to transfer the same price per share proportion of DTI Securities held by such Eligible Tag-Along Seller as the proportion of the Initiating Tag-Along Seller’s Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable vested in-the-money Company Stock Options relative to the Transferring StockholderInitiating Tag-Along Seller’s total number of such DTI Securities that are being sold by the Initiating Tag-Along Seller in such Tag-Along Sale. For the avoidance of doubt, no DTI Securities that are subject to any vesting or similar condition may be transferred prior to such time as such DTI Securities have fully vested; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements it is understood that the Transferring Stockholder agrees to make if such DTI Securities vest in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided furthersuch Tag-Along Sale, that all representations and warranties shall such DTI Securities may be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities transferred in respect of the Company shall be evidenced connection therewith in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisaccordance with this Section 4.4.

Tag-Along Rights. At least 30 days prior to any direct or indirect sale, transfer, conveyance assignment, pledge, hypothecation, gift, delivery or other transfer or disposal (aa “Transfer”) So long as this Appendix A remains in effect and Blackstone Capital of all or any portion of Units or other Equity Securities or any interest therein (the “Offered Securities”) by ABRY-Affiliated Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone"the “Transferring Partner”) beneficially owns not less to a Person other than onea Permitted Transferee of such ABRY-fourth Affiliated Partners or Grande Manager or transfers on or prior to the date that is six (6) months from the date first written above of an aggregate number of Class A Common Units and/or Series A Preferred Units (so long as the ABRY-Affiliated Partners thereafter continue to own, in the aggregate, greater than 50% of each of the Class A Common Stock owned by Blackstone Units and the Series A Preferred Units) to any member of Atlantic Broadband Group LLC or any Affiliate of any such member (provided that no such transferee shall constitute an ABRY-Affiliated Partner), Grande Manager shall deliver a written notice (the “Sale Notice”) to the Partnership and to each Other Partner specifying in reasonable detail the identity of the prospective transferee(s), the terms and conditions of the Transfer (including the number, type and class of Offered Securities and the purchase price therefor) and the closing date and location. Each Other Partner may elect to participate in the contemplated Transfer, on the date hereofsame terms as those set forth in the Sale Notice except as set forth in this Section 3(a), by delivering written notice to the Transferring Partner within 10 days following receipt of the Sale Notice; provided that a Management Partner shall have the right to so participate only with respect to any proposed Transfer Vested Incentive Units held by Blackstone (such Management Partner at the time of receipt of such Sale Notice. If one or more Other Partners have elected to participate in such capacityTransfer, a "the Transferring Stockholder") Partner and such Other Partners shall be entitled to sell in the contemplated Transfer that number of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner Common Units (if Common Units are being Transferred by the Transferring Partner) of any such affiliate or Blackstone or class (ii) pursuant to subject, in the case of a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the rightsale by any Management Partner, to require the proposed transferee to offer to purchase from provisos in the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder"immediately preceding sentence) a number of the Executive Shares up as is equal to the product (rounded up to the nearest whole number) percentage of (A) the quotient Offered Securities determined by dividing (x) the aggregate number of Shares Common Units owned by Blackstone to be included in the contemplated Transfer such Partner by (y) the aggregate sum of (A) the total number of Shares Common Units owned by Blackstone immediately prior all such Other Partners electing to the contemplated participate in such Transfer and (B) the total number of Executive Shares Common Units owned by the Tagging StockholderTransferring Partner; and (ii) Series A Preferred Units (if Series A Preferred Units are being transferred by the Transferring Partner) as is equal to the percentage of Offered Securities determined by dividing (x) the number of Series A Preferred Units owned by such Partner by (y) the sum of (A) the total number of Series A Preferred Units owned by all such Other Partners electing to participate in such Transfer plus (B) the total number of Series A Preferred Units owned by the Transferring Partner; provided, and at in each case, that each Partner participating in such Transfer shall receive the same price per share form of Common Stock consideration and upon the same terms and conditions portion of the aggregate net consideration (including without limitation time net of any post-closing adjustments following the payment and form of consideration) applicable the reasonable expenses incurred by the Partners in connection with such Transfer to the extent such expenses are approved by the Transferring StockholderPartner and are not otherwise paid by the Partnership or the acquiring party) as such holder would have received if such aggregate net consideration had been distributed by the Partnership in complete liquidation pursuant to the rights and preferences set forth in the Partnership Agreement as in effect immediately prior to the consummation of the Transfer (assuming that the Units included in the Transfer were all of the Equity Securities then outstanding); provided, further, that the Transferring Partner shall not be required to give a Sale Notice to any Other Partner who does not hold Units of the classes and/or series that would permit such Other Partner to participate in such Transfer in compliance with this proviso prior to any such Transfer by the Transferring Partner. Each Partner transferring Units pursuant to this Section 3(a) shall be obligated to make customary representations and warranties as to such Partner and the Units such Partner is transferring and join in any indemnification or other obligations that the Transferring Partner agrees to provide in connection with such Transfer; provided, that in order each such joining Partner’s liability arising under any such indemnification or obligation with respect to such Transfer (i) shall be entitled several and not joint and limited to exercise his right to sell shares its pro rata share (based on the percentage of Common Stock to the proposed transferee net cash proceeds received by such Partner pursuant to this Section 4, such Transfer) of such liability and (ii) shall in no event exceed the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make aggregate net cash proceeds actually received by such holder in connection with such Transfer. This Section 3(a) shall not apply to any Transfer pursuant to Section 4 below. The Transferring Partner shall use its commercially reasonable efforts to obtain the proposed Transfer agreement of the shares of Common Stock prospective transferee(s) to the participation of the Transferring Stockholder; and Other Partners in any contemplated Transfer as provided furtherin this Section 3(a), that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and Partner shall not jointly and that Transfer any of its Units to the liability prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Transferring Stockholder Other Partners as contemplated by this Section 3(a). The transferee(s) must agree in writing to be bound by all provisions of this Agreement and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect Partnership Agreement and otherwise comply with Section 9 below and Article XI of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisPartnership Agreement.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereofPrior to an Initial Public Offering, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") XXXX and its Affiliates of 50% or more of the shares of Common Stock then held by Blackstone, to any Person other than XXXX and its Affiliates (each a Transfer "Third Party") (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to than in ----------- a Public Offering, the Transferring Stockholder which shall be subject to Article III), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, a "XXXX Sale"), XXXX and its Affiliates will --------- have the obligation, and each of the Executive and the Permitted Affiliates shall Non-XXXX Parties will have the right, to require the proposed transferee or acquiring Person (a "Proposed Transferee") to offer to ------------------- purchase from each of the Executive and the Permitted Affiliates Non-XXXX Parties who exercises its rights under Section 2.4(b) (in such capacity, a "Tagging StockholderSecurityholder") a number of the Executive Shares shares of Common Stock ---------------------- up to the product (rounded up to the nearest whole numbernumber of shares) of (Ai) the quotient determined by dividing (xA) the aggregate number of Shares outstanding shares of Common Stock owned by Blackstone to be included in the contemplated Transfer such Tagging Securityholder by (yB) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer outstanding shares of Common Stock and (Bii) the total number of Executive Shares owned by shares of Common Stock proposed to be directly or indirectly Transferred to the Tagging StockholderProposed Transferee, and at the same price per share of Common Stock and upon the same terms and conditions (including including, without limitation limitation, time of payment and form of consideration) applicable as to the Transferring Stockholder; provided, that in be paid by and given to XXXX and/or its Affiliates (as applicable). In order to be entitled to exercise his its right to sell shares of Common Stock to the proposed transferee Proposed Transferee pursuant to this Section 42.4, the each Tagging Stockholder Securityholder must agree to make to the transferee Proposed Transferee the same representations, warranties, covenants, indemnities (with respect to all matters other than XXXX'x and/or its Affiliates' Ownership of Common Stock) and agreements that the Transferring Stockholder as XXXX and/or its Affiliate (as applicable) agrees to make in connection with the proposed Transfer XXXX Sale and such representations and warranties (and related indemnification) as to its Ownership of the shares its Common Stock as are given by XXXX and/or its Affiliate (as applicable) with respect to such party's Ownership of Common Stock of the Transferring StockholderStock; and provided furtherprovided, that all representations such covenants, indemnities and warranties -------- agreements shall be made by the each Tagging Stockholder and the Transferring Stockholder Securityholder, severally and not jointly jointly, and that the liability of the Transferring Stockholder and the Tagging Stockholder liabilities thereunder (whether pursuant other than with respect to a representationOwnership, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and which shall be borne entirely by each of them the Securityholder making the representation) shall be borne on a pro rata basisbasis based on the number of shares Transferred by each of XXXX, and its Affiliates and the Tagging Securityholders; provided, however, that in no event shall any Tagging Securityholder's -------- ------- liabilities exceed the total net proceeds from such Transfer received by such Tagging Securityholder. Each Tagging Securityholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by XXXX and its Affiliates in connection with the XXXX Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.

Tag-Along Rights. (a) So long as Subject to Section 7.4 and Section 7.2, if any Institutional Investor or Institutional Investors (the “Transferors”) desire to Dispose of all or any portion of their respective Preferred Units to a Third Party (the “Tag-Along Transferee”), such Transferors shall offer to include in such proposed Disposition (the “Tag-Along Sale”) a number of Eligible Units owned and designated by any Eligible Seller, in each case in accordance with the terms of this Appendix A remains in effect Section 7.6. Notwithstanding the foregoing, this Section 7.6 shall not be applicable to, and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth Transferors may Dispose of Preferred Units without complying with any of the Common Stock owned by Blackstone on the date hereofprovisions of this Section 7.6 in connection with, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer Disposition (i) to any affiliate of Blackstone or any stockholdera Permitted Transferee, partner or other equity owner of any such affiliate or Blackstone or (ii) made pursuant to a Public OfferingDrag- Along Transaction, or (iii) made pursuant to an IPO Exchange. The Transferors shall cause the Transferring Stockholder offer from such Tag-Along Transferee (the “Tag-Along Offer”) to be reduced to writing, which writing shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to include (x) an offer to purchase or otherwise acquire Eligible Units from the Executive and the Permitted Affiliates (in such capacityEligible Sellers as required by this Section 7.6, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) a time and place designated for the closing of such purchase and (z) the per Unit purchase price proposed to be paid by the Tag-Along Transferee for the Transferors’ Preferred Units in a Tag-Along Sale and the aggregate number proceeds expected to be payable in respect of Shares owned by Blackstone immediately prior any Profits Units included in such Tag-Along Sale (which proceeds shall be calculated in accordance with Section 7.6(h)). The per Unit purchase price proposed to the contemplated Transfer and (B) the total number of Executive Shares owned be paid by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that Tag-Along Transferee may differ in order to be entitled to exercise his right to sell shares of Common Stock reflect differences in the LP Allocation, the BOE Allocation, Preferred Unit Preference Amounts, BOE Preferred Unit Preference Amounts and Designated Values with respect to the proposed transferee pursuant Preferred Units that are Eligible Units and differences in Designated Values, Withheld Amounts and Retained Amounts with respect to Profits Units that are Eligible Units. Certain capitalized terms that are used in this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make 7.6 are defined in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisSection 7.6(j).

Tag-Along Rights. (a) So long as this Appendix A Agreement remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereofeffect, with respect to any proposed Transfer by Blackstone any or all of the KKR/HM Partnerships or any their respective Affiliates (in such capacitycollectively, a the "Transferring StockholderSelling Partnership") of 50% or more of the shares of Common Stock then held by Blackstoneto any Person not an Affiliate of any of the KKR/HM Partnerships, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to in a Public Offering, pursuant to a bona fide sale to the Transferring Stockholder shall public pursuant to Rule 144 under the Securities Act, pursuant to a distribution to the limited partners of any of the KKR/HM Partnerships or pursuant to any agreement or plan of merger or combination, including any tender or exchange offer in respect thereof, that is approved by the Board and that provides for equal treatment of all outstanding shares of Common Stock and Preferred Stock (any such transaction, a "Proposed Sale"), each DLJ Entity and each Permitted Transferee will have the obligation, and the Executive and the Permitted Affiliates shall have the right, right to require the proposed transferee to offer Transferee or acquiring Person to purchase from the Executive each DLJ Entity and the each Permitted Affiliates Transferee who exercises its rights under this Section 2.3(a) in accordance with this Section 2.3 (in such capacity, a "Tagging Stockholder") a number of the Executive Shares shares of Common Stock up to the product (rounded up to the nearest whole number) of (Ai) the quotient determined by dividing (xA) the aggregate number of Shares shares of Common Stock owned by Blackstone to be included in the contemplated Transfer Tagging Stockholders by (yB) the aggregate number of Shares shares of Common Stock owned by Blackstone immediately prior to the contemplated Transfer KKR/HM Partnerships and their respective Affiliates and the Tagging Stockholders and (Bii) the total number of Executive Shares owned by shares of Common Stock proposed to be directly or indirectly Transferred to the Tagging Stockholdertransferee or acquiring Person in the Proposed Sale (a "Proposed Transferee"), and at the same price per share of Common Stock and upon the same terms and conditions (including including, without limitation limitation, time of payment and payment, form of considerationconsideration and adjustments to purchase price) applicable to as the Transferring StockholderSelling Partnership; provided, provided that in order to be entitled to exercise his its right to sell shares of Common Stock to the proposed transferee Proposed Transferee pursuant to this Section 42.3, the each Tagging Stockholder must (x) shall agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that covenants as the Transferring Stockholder Selling Partnership agrees to make in connection with the proposed Transfer of Proposed Sale and (y) shall make such representations and warranties concerning its title to the shares of Common Stock of to be sold in connection with the Transferring Stockholder; Proposed Sale and provided furtherits authority to enter into and consummate the Proposed Sale as the Selling Partnership makes, that all but shall not be required to make any other representations and warranties. Each Tagging Stockholder will be responsible for funding its proportionate share of any escrow arrangements in connection with the Proposed Sale and for its proportionate share of any withdrawals therefrom, including without limitation any such withdrawals that are made with respect to claims arising out of agreements, covenants, representations, warranties shall be or other provisions relating the Proposed Sale that were not made by the Tagging Stockholder. Each Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability will be responsible for its proportionate share of the Transferring Stockholder fees, commissions and other out-of-pocket expenses (collectively, "Costs") of the Proposed Sale to the extent not paid or reimbursed by the Company, the Proposed Transferee or another Person (other than the Selling Partnership). The Selling Partnership shall be entitled to estimate the Tagging Stockholders' proportionate share of such Costs and to withhold such amounts from payments to be made to the Tagging Stockholder at the time of closing of such Proposed Sale; provided that (whether pursuant to a representation, warranty, covenant, indemnification provision or agreementi) for liabilities such estimate shall not preclude the Selling Partnership from 8 8 recovering additional amounts from the Tagging Stockholder in respect of such Tagging Stockholder's proportionate share of such Costs and (ii) the Company Selling Partnership shall be evidenced in writings executed reimburse the Tagging Stockholder to the extent actual amounts are ultimately less than the estimated amounts or any such amounts are paid by them and the transferee and shall be borne by each of them on a pro rata basisCompany, the Proposed Transferee or another Person (other than the Selling Partnership).

Tag-Along Rights. Section 4.1. From and after the Preferred Closing, if the SL Shareholder intends or proposes to enter into one or a series of related transactions (aincluding any merger or consolidation) So long as this Appendix A remains in effect involving the transfer by any of the SL Shareholder, the PG Shareholder and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated cotheir respective Affiliates (the “Tag Triggering Sellers”) of more than 50% of the then-investors in outstanding Voting Stock of the Company to a third party (collectivelythe “Tag Transferee”) (other than, "Blackstone") beneficially owns not less than one-fourth for the avoidance of the Common Stock owned by Blackstone on the date hereofdoubt, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (ix) to any affiliate an Affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone SL Shareholder or (iiy) pursuant to a Public OfferingTender Offer, in which case Article V and not this Article IV shall apply) that results or will result in a Change of Control (a “Tag-Along Sale”), then the Transferring Stockholder SL Shareholder shall have give written notice (a “Tag-Along Sale Notice”) of such proposed transfer to the obligationInitial Investor Holder with respect to such Tag-Along Sale at least fifteen (15) Business Days prior to the consummation of such proposed transfer setting forth (i) the number and type of each class of Voting Stock of the Company proposed to be transferred by the Tag Triggering Sellers and (to the extent known to the SL Shareholder) any other transferors, (ii) the consideration to be received for such Voting Stock of the Company by the SL Shareholder, (iii) the identity of the Tag Transferee, (iv) a detailed summary of all other material terms and conditions of the Tag-Along Sale and, to the extent available to the Tag Triggering Sellers as of the date of the Tag-Along Sale Notice, a copy of the draft definitive agreement (along with any draft material ancillary transfer documents) with respect to the Tag-Along Sale, (iv) the longstop or end date (or such other similar term) when the proposed Tag-Along Sale will terminate if not consummated, and (v) an invitation to the Executive Initial Investor Holder to irrevocably agree to include in the Tag-Along Sale, at the Initial Investor Holder’s option, up to such proportion of the Series B Preferred Shares, Underlying Shares that have been issued to the Initial Investor Holder upon conversion of Series B Preferred Shares, and Acquired Ordinary Shares held by the Initial Investor Holder that is at least equal to the proportion of shares of Voting Stock of the Company being transferred by the Tag Triggering Sellers in the Tag-Along Sale (based on the number of outstanding shares of Series B Preferred Shares, Underlying Shares that have been issued to the Initial Investor Holder upon conversion of Series B Preferred Shares, and Acquired Ordinary Shares held by the Initial Investor Holder and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of outstanding shares of such Voting Stock held by the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone Tag-Triggering Sellers immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging StockholderTag-Along Sale, and at having adjusted for any split-up, subdivision, consolidation, combination, reverse share split, reclassification or similar event so as to achieve the same price per share economic effect) (such amount of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable Series B Preferred Shares, Underlying Shares that have been issued to the Transferring Stockholder; providedInitial Investor Holder upon conversion of Series B Preferred Shares, that in order to be entitled to exercise his right to sell shares of Common Stock and Acquired Ordinary Shares with respect to the proposed transferee pursuant to this Section 4Initial Investor Holder, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis“Tag-Along Shares”).

Tag-Along Rights. (a) So long as this Appendix If one or more Sponsors and/or Affiliates thereof (a “Transferring Holder”) propose to Transfer Indirectly Held Biomet Shares (a “Tag-Along Transfer”), the Transferring Holder shall promptly give notice (a “Tag-Along Notice”) to each of the Stockholders of any Tag-Along Transfer, setting forth the number of Indirectly Held Biomet Shares proposed to be Transferred, the name and address of the Transferee, the proposed amount and form of consideration for such Indirectly Held Biomet Shares and any other material terms and conditions of the Tag-Along Transfer, including the purpose thereof. Each of the Stockholders shall have a period of fifteen (15) days from the date of the Tag-Along Notice within which to elect to sell up to its Pro Rata Portion of Shares in connection with such Tag-Along Transfer. A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors Stockholder may exercise such right by delivery of an irrevocable written notice to the Transferring Holder specifying the number of Shares such Stockholder desires to include in the Company (collectively, "Blackstone") beneficially owns not less than oneTag-fourth of Along Transfer. If the Common Stock owned by Blackstone on Transferring Holder is unable to cause the date hereof, with respect Transferee to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of purchase all the shares of Common Stock Stock, Shares and/or membership units in the Majority Stockholder (“Membership Units”) representing such Indirectly Held Biomet Shares proposed to be Transferred by the Transferring Holder, the Stockholders and, if applicable, any other Person exercising similar tag-along rights in connection with such Tag-Along Transfer, then the number of shares of Common Stock, Shares and/or Membership Units each such Person is permitted to sell in such Tag-Along Transfer shall be scaled back pro rata based on the number of Indirectly Held Biomet Shares held by Blackstone, other than a such Person relative to the number of Indirectly Held Biomet Shares held by all Persons participating in such Tag-Along Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, in the aggregate. The Transferring Stockholder Holder shall have a period of sixty (60) days following the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number expiration of the Executive fifteen (15) day period mentioned above to sell all the shares of Common Stock, Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone and/or Membership Units agreed to be included purchased by the Transferee, on the terms specified in the contemplated Transfer by Tag-Along Notice. In the event that the Transferee wishes to only acquire Membership Units (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell not shares of Common Stock to the proposed transferee pursuant to this Section 4or Shares directly), the Tagging Majority Stockholder must agree to make to shall, at the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock request of the Transferring Holder and any Stockholder participating in such Tag-Along Transfer, take such action as may be necessary to facilitate, at the closing of such Tag-Along Transfer, the exchange of such Stockholder; ’s Shares to be sold in such Tag-Along Transfer for Membership Units or a similar transaction to permit such Stockholder to participate in the Tag-Along Transfer in the manner and provided further, that all representations and warranties shall be made by on the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basiseconomic terms contemplated hereby.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) For so long as the CDP Investors hold at least 40% of the aggregate outstanding Common Units, subject to Section 2(c)(i), at least 15 business days prior to the Transfer by any CDP Investor (the “Transferring Equityholder”) of any class or series of any type of Equityholder Units to any affiliate of Blackstone or any stockholder, partner or Person(s) (other equity owner of any such affiliate or Blackstone than pursuant to (x) a Public Offering (y) an Approved Company Sale or (iiz) a sale to the Company pursuant to a Public Offeringan Offer Notice under Section 2(a)(iii)), the applicable Transferring Stockholder Equityholder shall have deliver a written notice (the obligation“Transfer Notice”) to each of the Investors (the “Recipient Equityholders”) (with a copy of such notice to the Company), specifying in reasonable detail the identity of the prospective transferee(s), the type, class or series, and the Executive number of the Equityholder Units to be Transferred, and the Permitted Affiliates shall have other material terms and conditions of such contemplated Transfer, including the right, cash (or cash equivalent) purchase price therefor. Any Recipient Equityholder may elect to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (participate in such capacitycontemplated Transfer by delivering written notice to the Transferring Equityholder within 15 business days after delivery of the applicable Transfer Notice. If any Recipient Equityholder elects to participate in such Transfer, a "each Recipient Equityholder who elects to participate (the “Tagging Stockholder"Investors”, and collectively with the Transferring Equityholder, the “Participating Equityholders”) shall be entitled to sell in such contemplated Transfer, at the same price and on the same terms, up to a number of the Executive Shares up each class or series of each type of Equityholder Units to be sold (or deemed to be sold as a result of an indirect sale, transfer, assignment, pledge or other disposition or encumbrance) in such contemplated Transfer equal to the product (rounded up to the nearest whole number) of (Ax) the quotient determined by dividing (x) the percentage of such class or series of such type of Equityholder Units owned by such Tagging Investor by the aggregate number percentage of Shares such class or series of such type of Equityholder Units owned collectively by Blackstone to be included in all of the contemplated Transfer by Participating Equityholders and (y) the aggregate number of Shares owned such class or series of such type of Equityholder Units to be sold (or deemed to be sold as aforesaid) in such contemplated Transfer. Each Tagging Investor shall pay its pro rata share (based on the amount of consideration received) of the reasonable out-of-pocket expenses incurred by Blackstone immediately prior to the contemplated Participating Equityholders in connection with such Transfer and (B) the total number of Executive Shares owned shall take all reasonably necessary and desirable actions as reasonably directed by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make Equityholder in connection with the proposed Transfer consummation of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basissuch Transfer.

Tag-Along Rights. Prior to a Qualified IPO, if Bxxxxx proposes to effect a transfer (aother than a Permitted Transfer) So long as this Appendix A remains in effect by one or more members of the Brazos Group of Securities representing more than twenty-five percent (25%) of the total voting power of Securities entitled to vote for the election of directors of Holdings and Blackstone Capital Partners III Merchant Banking Fund L.P. and it does not, or cannot, exercise its affiliated codrag-investors along rights, each Holder may elect to include in the Company (collectively, "Blackstone") beneficially owns not less than oneproposed transfer that portion of such Holder’s Securities which represents the same percentage of such Holder’s total fully-fourth of the diluted Common Stock owned as the Securities being sold by Blackstone on the date hereofBrazos Group represents of its total fully-diluted Common Stock (excluding, with respect to for purposes of such calculation, any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) issuable upon exercise of any options granted pursuant to any affiliate of Blackstone employee, officer or any stockholderdirector benefit plan or arrangement, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, including the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring StockholderOptions); provided, that in order a Holder’s tag-along rights shall first be applied to Securities of such Holder that are the same as the Securities being transferred by the Brazos Group and then, to the extent that like Securities are insufficient to satisfy such Hxxxxx’s rights hereunder, to the other Securities of such Holder; provided further, that, if the purchaser of the Securities refuses to purchase Securities of such Holder that are not the same as the Securities being transferred by the Brazos Group, a Holder’s tag-along rights shall be limited to the transfer of Securities of such Holder that are the same as the Securities being sold by the Brazos Group (it being understood that the MassMutual Group common stock underlying the warrants and purchased at the closing will be considered the “same” as the Brazos Group common stock); provided further, that, if the consideration to be received by the Brazos Group includes any securities, then, unless Brazos and the transferee both reasonably determine that an exemption is otherwise available under the Securities Act and all applicable state securities laws for such transaction, only Holders who have certified to the reasonable satisfaction of the Brazos Group that they are Accredited Investors shall be entitled to participate in such transfer, unless the transferee consents otherwise. In connection any exercise his right to sell shares of Common Stock to tag-along rights under the proposed transferee pursuant to this Section 4Stockholders Agreement, the Tagging Stockholder must agree no Holder shall be required to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make any representations or warranties in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all such sale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to compliance with securities laws as the purchaser may reasonably require. Any obligations of the Holders arising under the definitive documentation for such sale shall be made by several and shall relate to the Tagging Stockholder representations and the Transferring Stockholder severally warranties described above and not jointly and that the liability to any post closing indemnification or similar post closing obligations imposed upon members of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee Brazos Group and shall be borne in proportion to and in an amount no greater than the net consideration received by each such Holder in such sale (except for fraud, intentional misconduct or other customary exceptions). The purchase price payable for Securities of them on a pro rata basisHolder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in In the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect event that Birch intends to any proposed Transfer by Blackstone (in such capacity, all or a "Transferring Stockholder") of 50% or more portion of the shares of Common Series B Preferred Stock then held by Blackstoneit to any Person or Persons, other than to an Affiliate of Birch, (a "Birch Transaction"), except in the case where a Drag- Along Right has been exercised by Birch, Birch shall notify each Purchaser, not less than 30 days nor more than 45 days prior to such proposed Transfer, of such Transfer and its terms and conditions (the "Sale Notice"). Such Sale Notice shall set forth: (i) the number of shares of Series B Preferred Stock proposed to any affiliate of Blackstone or any stockholderbe Transferred by Birch, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant the name and address of the proposed Birch Transferee, (iii) the proposed amount and form of consideration and terms and conditions of payment offered by such proposed Birch Transferee and (iv) that the proposed Birch Transferee has been informed of the Purchasers' tag-along right provided for in this Section 7.4 and has agreed to purchase shares of Series A Preferred Stock in accordance with the terms hereof. Within 15 days of the date of receipt of the Sale Notice, each Purchaser shall notify Birch in writing (a Public Offering"Tag-Along Notice") whether it elects to participate in such Transfer. If either Purchaser shall so notify Birch in writing of its election to participate in such Transfer, the Transferring Stockholder such Purchaser shall have the obligationright to sell to the Proposed Transferee, at the same price and the Executive same terms, such number of shares of Series A Preferred Stock beneficially owned by such Purchaser at such time as shall equal the same percentage of the shares then beneficially owned by such Purchaser as the percentage of shares of Series B Preferred Stock then beneficially owned by Birch which are proposed to be sold by Birch in such Transfer at the same price and on the Permitted Affiliates same terms as Birch. In the event that the proposed Birch Transferee does not purchase shares from any Purchaser on the same terms and conditions as specified in the Sale Notice, then Birch shall not be permitted to sell any shares of Series B Preferred Stock to the proposed Birch Transferee in the proposed Transfer. If no Tag-Along Notice is received during the 15-day period referred to above, Birch shall have the right, to require for a 45-day period after the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number expiration of the Executive Shares up 15-day period referred to above, to transfer the shares of Series B Preferred Stock specified in the Sale Notice on terms and conditions no more favorable than those stated in the Tag-Along Notice and without regard to the product (rounded up tag-along rights described in this Section 7.4. The rights and obligations provided by this Section 7.4 shall terminate on the earliest to the nearest whole number) occur of (Ai) such date as Birch shall hold less than 10% of the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share then outstanding shares of Common Stock and upon (ii) such date as the same terms Purchasers and conditions (including without limitation time their Affiliates shall hold less than 5% of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell then outstanding shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisStock.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in In the Company (collectively, "Blackstone") beneficially owns not less than one-fourth event of the Common Stock owned by Blackstone on the date hereof, with respect to any a proposed Transfer by Blackstone one or more Stockholders (in such capacityeach, a "“Transferring Stockholder"”) of 50% or more of the shares of Common Stock then held by Blackstonerepresenting in the aggregate a majority of the issued and outstanding shares of all classes of Common Stock (calculated on a Fully Diluted Basis) (a “Tag-Along Transfer”) to a single Transferee or a Group of related Transferees, in any transaction or a series of related transactions (including, for the avoidance of doubt, where the conditions to a Tag-Along Transfer are satisfied as the result of a Mandatory Offer (as defined in the Certificate of Incorporation)), other than a Transfer (ix) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone a Permitted Transferee or (iiy) in connection with a Public Offering or brokers’ transactions (within the meaning of Section 4(4) of the Securities Act) pursuant to a Public OfferingRule 144, each Stockholder other than the Transferring Stockholder (each, a “Tag-Along Participant”) shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, right to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon participate on the same terms and conditions and for the same per share consideration as each Transferring Stockholder in the Transfer, in the manner set forth in this Section 2.3. Prior to any Tag-Along Transfer, following compliance with Section 2.5 (including without limitation time of payment and form of consideration) applicable if applicable), each Transferring Stockholder shall deliver to the Transferring Stockholder; providedCompany prompt written notice (the “Transfer Notice”), that in order which the Company will forward to be entitled to exercise his right to sell each Tag-Along Participant within five (5) Business Days of receipt thereof, which notice shall state (i) the name of the proposed Transferee, (ii) the number of shares of Common Stock proposed to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that be Transferred by the Transferring Stockholder agrees to make in connection with (the “Transferred Securities”), (iii) the proposed Transfer purchase price therefor, including a description of any non-cash consideration sufficiently detailed to permit the determination of the shares of Common Stock Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed Tag-Along Transfer, including the proposed Tag-Along Transfer date (which date may not be less than 35 Business Days after delivery to the Tag-Along Participants of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed Transferee to purchase the Transferred Securities, which offer may be conditioned upon the consummation of the sale by each Transferring Stockholder; and provided further, that all representations and warranties shall be made by or the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability most recent drafts of the purchase and sale documentation between each Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representationTransferee, warranty, covenant, indemnification which shall make provision or agreement) for liabilities in respect the participation of the Company shall be evidenced Tag-Along Participants in writings executed by them and the transferee and shall be borne by each of them on a pro rata basissuch sale consistent with this Section 2.3.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors Prior to the consummation of a Qualified IPO, in the Company event that the Majority Preferred Stockholders intend to transfer directly or indirectly any Convertible Preferred Stock or Common Stock Equivalents (collectivelya “Tag-Along Sale”) to any Person (other than any of its Affiliates), "Blackstone") beneficially owns the Majority Preferred Stockholders shall give not less than onefive (5) days prior written notice of such intended transfer to the Company and to the other equityholders of Holdings (the “Tag-fourth Along Offerees”). Such notice (the “Tag-Along Offeree Notice”) shall set forth all material terms and conditions of such proposed transfer, including the name of the prospective transferee, the number of shares of Convertible Preferred Stock or Common Stock owned by Blackstone on Equivalents proposed to be transferred (the date hereof“Tag-Along Securities”), with respect the aggregate purchase price proposed to any proposed Transfer by Blackstone be paid therefor and the payment terms and type of transfer to be effectuated. Within fifteen (in such capacity, a "Transferring Stockholder"15) of 50% or more days following the delivery of the shares of Common Stock then held Tag-Along Offeree Notice by Blackstonethe Majority Preferred Stockholders to the Tag-Along Offerees and to the Company, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder each Tag-Along Offeree shall have the obligation, opportunity and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (irrevocably exercised by delivering notice in such capacity, a "Tagging Stockholder") a number of the Executive Shares up writing to the product (rounded up Majority Preferred Stockholders, to sell to the nearest whole number) of purchaser (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock time and upon substantially the same terms and conditions as the Majority Preferred Stockholders, including with respect to representations, warranties, covenants and indemnities (including without limitation time each of payment and form which would be made severally by each such Tag-Along Offeree, based on such Tag-Along Offeree’s share of considerationthe aggregate consideration to be paid by the purchaser)) applicable the same percentage of the total equity value of Holdings represented by the securities held by such Tag-Along Offerees as such transfer represents with respect to the Transferring Stockholderequity value of Holdings represented by the shares of Convertible Preferred Stock or Common Stock Equivalents (upon conversion of the Common Stock Equivalents) proposed to be sold by the Majority Preferred Stockholders; provided, that in order the consideration to be entitled received by the Tag-Along Offerees in the Tag-Along Sale shall be (x) with respect to exercise his Tag-Along Offerees that are holders of Convertible Preferred Stock, determined on a pro rata basis in relation to the consideration to be received by the Majority Preferred Stockholders in respect of their Tag-Along Securities and (y) with respect to Tag-Along Offerees that are not holders of Convertible Preferred Stock, determined on a pro rata basis in relation to the equity value, if any, represented by the securities transferred in such Tag-Along Sale by each such Tag-Along Offeree, it being understood that the holders of the Convertible Preferred Stock being transferred in such Tag-Along Sale shall have a senior right of priority on the proceeds from any such Tag-Along Sale relative to other Tag-Along Offerees to the extent provided in the Certificate of Designations. At the closing of any proposed transfer in respect of which a Tag-Along Offeree Notice has been delivered, the Majority Preferred Stockholders, together with all Tag-Along Offerees so electing to sell shares of Common Stock securities pursuant to this Section 4.3 shall deliver to the proposed transferee certificates and/or other instruments representing the securities to be sold, free and clear of all liens (other than pursuant to securities laws or this Agreement), together with unit or other appropriate powers duly endorsed therefor, and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such securities as described in this Section 44.3. Each Tag-Along Offeree that has exercised his, her or its right to participate in the Tagging Stockholder must agree to make to Tag-Along Sale will bear their pro rata share (based on their respective pro rata share of the transferee net proceeds paid by the same representations, warranties, covenants, indemnities purchaser in a Tag-Along Sale) of the costs and agreements that the Transferring Stockholder agrees to make expenses incurred in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basissuch sale.

Tag-Along Rights. (a) So long as this Appendix A remains Agreement shall remain in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. effect, unless (x) a Public Offering of Common Stock shall have occurred or (y) Vestar and its affiliated co-investors in the Company (collectivelyAffiliates, "Blackstone") but not any other Permitted Transferee of any thereof, beneficially owns not own on a fully diluted basis an aggregate number of shares of Common Stock less than one-fourth third (1/3) of the number of shares of Common Stock beneficially owned on a fully diluted basis by Blackstone Vestar on the date hereofof its execution and delivery of this Agreement, with respect to any proposed Transfer by Blackstone any of Vestar and its Affiliates (but not any other Permitted Transferee of any thereof) (in such capacity, a "Transferring StockholderTRANSFERRING STOCKHOLDER") of 50% or more of the shares of Common Stock then held by BlackstoneStock, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offeringas provided in Sections 3.2 and 3.6, the Transferring Stockholder shall have the obligation, and the Executive each other Stockholder and the its Permitted Affiliates Transferees shall have the right, to require the proposed transferee to offer to purchase from the Executive each Stockholder and the its Permitted Affiliates Transferees having and exercising such right (in such capacity, a "Tagging StockholderTAGGING STOCKHOLDER") a number of the Executive Shares shares of Common Stock up to the product (rounded up to the nearest whole number) of (Ai) the quotient determined by dividing (x) the aggregate number of Shares shares of Common Stock beneficially owned on a fully diluted basis by Blackstone such Tagging Stockholder and sought by the Tagging Stockholder to be included in the contemplated Transfer by (y) the aggregate number of Shares shares of Common Stock beneficially owned on a fully diluted basis by Blackstone immediately prior the Transferring Stockholder plus the aggregate number of shares of Common Stock beneficially owned on a fully diluted basis by all Tagging Stockholders and sought by all Tagging Stockholders to be included in the contemplated Transfer and (Bii) the total number of Executive Shares owned by shares of Common Stock proposed to be directly or indirectly Transferred to the Tagging StockholderTransferee in the contemplated Transfer, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable as to be paid and given to the Transferring Stockholder; provided, PROVIDED that in order to be entitled to exercise his its right to sell shares of Common Stock to the proposed transferee pursuant to this Section 43.5, the a Tagging Stockholder must agree to make to the transferee Transferee the same representations, warranties, covenants, indemnities and agreements that as the Transferring Stockholder agrees to make in connection with the proposed Transfer transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, Stockholder (except that all in the case of representations and warranties pertaining specifically to the Transferring Stockholder, a Tagging Stockholder shall make the comparable representations and warranties pertaining specifically to itself, and except that in the case of covenants or agreements capable of performance only by certain Stockholders, such covenants or agreements shall be made only by the Tagging Stockholder such certain Stockholders) and the Transferring Stockholder severally PROVIDED FURTHER that all representations, warranties, covenants, agreements and not jointly and that the liability of indemnities made by the Transferring Stockholder and the Tagging Stockholder (whether pursuant Stockholders pertaining specifically to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company themselves shall be evidenced in writings executed by them and the transferee and shall be borne made by each of them severally and not jointly and PROVIDED FURTHER that each of the Transferring Stockholder and each Tagging Stockholder shall be severally (but not jointly) liable for breaches of representations, warranties, covenants and agreements of or (in the case of representations and warranties) pertaining to the Company and its Subsidiaries, and for indemnification obligations arising out of or relating to any such breach or otherwise pertaining to the Company and its Subsidiaries, on a pro rata basis, such liability of each such Stockholder not to exceed such Stockholder's pro rata portion of the gross proceeds of the sale. Any Tagging Stockholder that is a holder of Common Stock Equivalents and wishes to participate in a sale of Common Stock pursuant to this Section 3.5(a) shall convert into or exercise or exchange such number of Common Stock Equivalents for Common Stock as may be required therefor on or prior to the closing date of such Transfer.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereofPrior to an Initial Public Offering, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") XXXX and its Affiliates of 50% or more of the shares of Common Stock then held by Blackstone, to any Person other than XXXX and its Affiliates (each a Transfer “Third Party”) (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to than in a Public Offering, the Transferring Stockholder which shall be subject to Article III), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, a “XXXX Sale”), XXXX and its Affiliates will have the obligation, and each of the Executive and the Permitted Affiliates shall Non-XXXX Parties will have the right, to require the proposed transferee to offer or acquiring Person (a “Proposed Transferee”) to purchase from each of the Executive and the Permitted Affiliates Non-XXXX Parties who exercises its rights under Section 2.4(b) (in such capacity, a "“Tagging Stockholder"Securityholder”) a number of the Executive Shares shares of Common Stock up to the product (rounded up to the nearest whole numbernumber of shares) of (Ai) the quotient determined by dividing (xA) the aggregate number of Shares outstanding shares of Common Stock owned by Blackstone to be included in the contemplated Transfer such Tagging Securityholder by (yB) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer outstanding shares of Common Stock and (Bii) the total number of Executive Shares owned by shares of Common Stock proposed to be directly or indirectly Transferred to the Tagging StockholderProposed Transferee, and at the same price per share of Common Stock and upon the same terms and conditions (including including, without limitation limitation, time of payment and form of consideration) applicable as to the Transferring Stockholder; provided, that in be paid by and given to XXXX and/or its Affiliates (as applicable). In order to be entitled to exercise his its right to sell shares of Common Stock to the proposed transferee Proposed Transferee pursuant to this Section 42.4, the each Tagging Stockholder Securityholder must agree to make to the transferee Proposed Transferee the same representations, warranties, covenants, indemnities (with respect to all matters other than XXXX’x and/or its Affiliates’ Ownership of Common Stock) and agreements that the Transferring Stockholder as XXXX and/or its Affiliate (as applicable) agrees to make in connection with the proposed Transfer XXXX Sale and such representations and warranties (and related indemnification) as to its Ownership of the shares its Common Stock as are given by XXXX and/or its Affiliate (as applicable) with respect to such party’s Ownership of Common Stock of the Transferring StockholderStock; and provided furtherprovided, that all representations such covenants, indemnities and warranties agreements shall be made by the each Tagging Stockholder and the Transferring Stockholder Securityholder, severally and not jointly jointly, and that the liability of the Transferring Stockholder and the Tagging Stockholder liabilities thereunder (whether pursuant other than with respect to a representationOwnership, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and which shall be borne entirely by each of them the Securityholder making the representation) shall be borne on a pro rata basisbasis based on the number of shares Transferred by each of XXXX, and its Affiliates and the Tagging Securityholders; provided, however, that in no event shall any Tagging Securityholder’s liabilities exceed the total net proceeds from such Transfer received by such Tagging Securityholder. Each Tagging Securityholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by XXXX and its Affiliates in connection with the XXXX Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.

Tag-Along Rights. (a) So long as this Appendix A remains After the occurrence of a Liquidation Event, subject to Section 7.2, the Sponsor agrees that the Purchaser shall be afforded the opportunity to participate in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in sales by the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant Sponsor to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number Third Party of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer all or substantially all of the shares of Common Stock of the Transferring Stockholder; Company then held by the Sponsor and provided furtherits affiliates (any such sale, a “Tag-Along Transfer”). As soon as practicable after the time any Tag-Along Transfer is proposed, but in any event at least 20 days prior to the Transfer Date (as defined below), the Sponsor shall give written notice thereof to the Purchaser identifying the proposed purchaser and stating the number of shares of Common Stock proposed to be sold, the proposed offering price, the proposed date of such Tag-Along Transfer (the “Transfer Date”) and any written material terms or conditions of the proposed Tag-Along Transfer. If the Purchaser desires to participate in the Tag-Along Transfer, the Purchaser shall give written notice (the “Tag-Along Notice”) to the Sponsor not less than 10 days prior to the Transfer Date setting forth the number of Shares that all representations and warranties the Purchaser desires to include in the Tag-Along Transfer. Failure to give the Tag-Along Notice at least 10 days prior to the Transfer Date shall constitute an irrevocable election by the Purchaser not to participate in the Tag-Along Transfer. The total number of shares of Common Stock which the Sponsor is to include in the Tag-Along Transfer (the “Allotment”) shall be made by apportioned among the Tagging Stockholder Sponsor, the Purchaser if he gives the Tag-Along Notice at least 10 days prior to the Transfer Date, Other Purchasers giving Tag-Along Notices during such 10-day period pursuant to Other Purchasers’ Agreements and any other persons entitled to give (and giving on a timely basis) Tag-Along Notices pursuant to agreements substantially similar to this Agreement (collectively, the Transferring Stockholder severally “Participants”) in accordance with the number of issued and not jointly and outstanding shares of Common Stock each Participant holds at such time (without regard to any shares of Common Stock issuable upon exercise of options, warrants, or other rights of any kind); provided that in no event will the liability Sponsor’s portion of the Transferring Stockholder Allotment be less than the number of shares of Common Stock constituting the Allotment less the number of issued and outstanding shares which the Tagging Stockholder Participants (whether pursuant other than the Sponsor) have included in their Tag-Along Notices (without regard to a representationany shares issuable upon exercise of options, warrantywarrants, covenant, indemnification provision or agreement) for liabilities in respect other rights of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisany kind).

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) From and after the Closing Date and until the end of the Option Term, or, if the JHM Option has expired unexercised, from and after such expiration date, if JHM and the JHM Trustees wish to sell any affiliate Shares (whether Class A Shares or Class B Shares or both) of Blackstone or any stockholderthe Company then JHM and the JHM Trustees shall, partner or other equity owner subject to their obligations under Section 2.06(f) hereof for Class B Shares, notify LTBM and the LTBM Trustees in writing of any the terms and conditions of such affiliate or Blackstone or (ii) pursuant to a Public Offering, sale. LTBM and the Transferring Stockholder LTBM Trustees shall thereafter have the obligation, and the Executive and the Permitted Affiliates shall have the right, right to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up sell to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholderpurchaser, and at the same price per share and on the same terms and conditions as involved in such sale by JHM and the JHM Trustees, that number of Common Stock Shares as is equal to the number of Shares proposed to be sold by JHM or the JHM Trustees multiplied by a fraction, the numerator of which is the aggregate number of Shares then owned by LTBM and the LTBM Trustees (calculated on a fully diluted basis) and the denominator of which is the sum of all Shares of the Company owned by JHM, the JHM Trustees, LTBM and the LTBM Trustees (calculated on a fully diluted basis). If LTBM or the LTBM Trustees desire to sell Shares to the purchaser hereunder, they shall notify JHM and the JHM Trustees of their intention within ten days of receipt of the terms and conditions of the sale. Thereafter, JHM, the JHM Trustees, LTBM and the LTBM Trustees shall sell to the purchaser the Shares entitled to be sold by them hereunder upon the same terms and conditions (including without limitation time conditions. In the event that the purchaser purchases less than the full number of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order Shares originally proposed to be sold by JHM or the JHM Trustees, such purchases shall be made from each of JHM, the JHM Trustees, LTBM and the LTBM Trustees pro rata based upon the relative amount of Shares that each are entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4paragraph. The provisions of this paragraph shall cease to apply when LTBM and the LTBM Trustees own less than 10,000,000 Shares of the Company. It is understood and agreed that (1) if the JHM Trustees or their Designee exercise the JHM Option, the Tagging Stockholder must agree provisions of this Section 2.06(g) shall not apply no matter when the sale of Shares may thereafter occur and (2) the provisions of this Section 2.06(g)(i) shall not apply to make to any actual or proposed sale of Shares by JHM or the transferee JHM Trustees that will be consummated after the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer exercise of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisJHM Option.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with With respect to any proposed Transfer Disposition permitted by Blackstone this Article XI (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholderan Affiliate, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Required Sale or following a Qualified Public Offering) (a “Proposed Sale”) by any Member (each, the Transferring Stockholder a “Selling Member”), and subject to Section 11.07, each Member who is not a Selling Member (each, a “Non-Selling Member”) who exercises its rights under this Section 15.05(a) (a “Tagging Member”) shall have the obligation, and right (the Executive and the Permitted Affiliates shall have the right, “Tag-Along Right”) to require the proposed transferee to offer (the “Proposed Transferee”) to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number Member its proportional shares of the Executive Shares up Units to be sold to the product Proposed Transferee on identical terms (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholderincluding, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation limitation, time of payment and form of consideration) applicable as those given to the Transferring Stockholder; provided, that Selling Member. A Tagging Member’s proportional share of the Units to be sold to the Proposed Transferee shall equal the product of (i) the number of Units held by such Tagging Member divided by the aggregate number of Units held by the Selling Member and all Tagging Members (including the applicable Tagging Member) participating in such Disposition multiplied by (ii) the aggregate number of Units to be sold to the Proposed Transferee in such Disposition. In order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee its Tag-Along Right pursuant to this Section 411.06, the each Tagging Stockholder Member must agree (as to itself) to make to the transferee Proposed Transferee the same representations, warranties, covenants, indemnities and agreements that as the Transferring Stockholder Selling Member agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring StockholderProposed Sale; and provided furtherprovided, further that all (i) in no event shall a Tagging Member be required to make representations and warranties or provide indemnities as to any other Tagging Members or the Selling Member (other than Affiliates of such Tagging Member) and (ii) no Tagging Member shall be made liable for more than its pro rata share (based upon the amount of consideration received) of any liability for misrepresentation or indemnity, and such liability shall not exceed the total purchase price received by the such Tagging Stockholder Member for its Units, after taxes and the Transferring Stockholder severally expenses, and not jointly and that the such liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each satisfied solely out of them on a pro rata basisany funds escrowed for such purpose.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect At least 15 days prior to any proposed Transfer by Blackstone Investor Member of its Membership Interest or by RXR Fund or SLG OP of any of their indirect interests in Investor Member, in each case pursuant to Section 11.1(a)(i), to a Person other than a Permitted Transferee and in a transaction other than a transaction described in Sections 11.1(a)(iii) through (vii), the Investor Member or such Person proposing such Transfer (in such capacity, a "Transferring Stockholder"“Tag Along Initiating Member”) of 50% or more of the shares of Common Stock then held by Blackstone, other than shall deliver a Transfer written notice (ia “Tag Along Sale Notice”) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates Owner Member (in such capacity, a "Tagging Stockholder"the “Tag Along Member”) a number which shall specify in detail the material terms and conditions pursuant to which the Tag Along Initiating Member proposes to effect such Transfer including, among other terms and conditions, (i) the identity of the Executive Shares up proposed purchaser, (ii) the Tag Along Initiating Member’s total Percentage Interest, (iii) the percentage of limited liability company interests in the Company that the Tag Along Initiating Member proposes to Transfer (the “Tag Along Percentage Share”; and the limited liability company interests proposed to be Transferred, the “Tag Along Initiating Membership Interests”) and (iv) the total purchase price (the “Pxx Xxxxx”) proposed to be paid for such Tag Along Initiating Membership Interests. The Tag Along Member may then elect, by written notice to the Tag Along Initiating Member given within 15 days from the date of delivery of the Tag Along Sale Notice (the “Tag Along Response Period”), to participate in the Transfer by selling a percentage of limited liability company interests in the Company (the “Tag Along Membership Interests”) equal to the product of the Tag Along Percentage Share multiplied by the Tag Along Member’s Percentage Interest (rounded up the “Participating Tag Along Percentage Interest”), for a purchase price equal to the nearest whole number) product of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned Pxx Xxxxx multiplied by the Tagging StockholderParticipating Tag Along Percentage Interest, and at the same price per share of Common Stock and upon otherwise on the same terms and conditions (including without limitation time of payment and form of consideration) applicable subject to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to same conditions as the proposed transferee pursuant to this Section 4sale. If the Tag Along Member makes such an election within the Tag Along Response Period, the Tagging Stockholder must agree to proposed Transfer may be effected only by a Transfer by each Member (directly or indirectly) of the Tag Along Percentage Share of its respective Percentage Interests. If the Tag Along Member does not make to such an election within the transferee Tag Along Response Period, the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with Tag Along Initiating Member may consummate the proposed Transfer of the shares of Common Stock Tag Along Initiating Membership Interests for the Pxx Xxxxx or a greater or lesser amount of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the Tag Along Initiating Member’s limited liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) company interests for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisportion of the Pxx Xxxxx, as applicable, and on other material terms and conditions substantially not less favorable to the Tag Along Initiating Member than the terms and conditions contained in the Tag Along Sale Notice. In addition to providing the Tag Along Sale Notice, the Investor Member, SLG OP or RXR Fund, as applicable, shall keep Owner Member apprised and current with respect to any material negotiations in connection with a potential sale to a third-party which, if agreed to, would trigger the obligation to deliver a Tag Along Sale Notice. Notwithstanding anything to the contrary contained herein, (I) in no event shall this Section 11.3 apply with respect to any proposed indirect Transfer of a Membership Interest of Investor Member in any Person that is not a Single-Asset Person, (II) the rights set forth in this Section 11.3 in favor of the Owner Member are personal to Named Owner Member, and shall not run to the benefit of or be enforceable by any successors or assigns of Named Owner Member and (III) this Section 11.3 shall apply only to the extent of any direct or indirect interests of Named Owner Member beneficially owned by NYRT.

Tag-Along Rights. (a) So long as this Appendix A remains Agreement shall remain in effect and the Blackstone Capital Partners III Merchant Banking Fund L.P. Investors, their respective Affiliates and its affiliated co-investors in the Company (Partnerships beneficially own, collectively, "Blackstone") beneficially owns on a fully diluted basis an aggregate number of shares of Common Stock not less than one-fourth 25% of the Common Stock owned by Blackstone on the date hereofthen outstanding, with respect to any proposed Transfer by a Blackstone Investor (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then permitted hereunder (with respect to Common Stock held by Blackstonedirectly or as a Class B Asset of a Partnership), other than a Transfer (i) as provided in Section 3.2 (transfers to any affiliate of Blackstone or any stockholderAffiliates), partner or other equity owner of any such affiliate or Blackstone or (ii) in a Public Offering or (iii) pursuant to a Public OfferingRule 144, the Transferring Stockholder shall have the obligation, and the Executive Partnerships (with respect to Common Stock held as a Class A Asset), the Veritas Investors, the Trustee, each of the Management Stockholders and their respective Permitted Transferees (the Permitted Affiliates "Tagging Stockholders") shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in each of such capacity, a "Tagging Stockholder") Stockholders a number of the Executive Shares shares of Common Stock up to the product (rounded up to the nearest whole number) of (Ai) the quotient determined by dividing (xA) the aggregate number of Shares shares of Common Stock owned by Blackstone to be included in the contemplated Transfer such Tagging Stockholder by (yB) the aggregate number of Shares shares of Common Stock owned by Blackstone immediately prior to the contemplated Transfer Transferring Stockholder and the Tagging Stockholders, and (Bii) the total number of Executive Shares owned by shares of Common Stock proposed to be directly or indirectly Transferred to the Tagging Stockholdertransferee in the contemplated Transfer, and at the same price per share of Common Stock and upon the same terms and conditions (including including, without limitation limitation, time of payment and form of consideration) applicable as to be paid and given to the Transferring Stockholder; providedPROVIDED, that in order to be entitled to exercise his or its right to sell shares of Common Stock to the proposed transferee pursuant to this Section 43.5, the each Tagging Stockholder must agree to make to the transferee Transferee substantially the same representations, warranties, covenants, indemnities and agreements that as the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, PROVIDED FURTHER that all representations the tag-along rights and warranties obligations set forth in this Section 3.5 shall not be made applicable unless prior to the proposed Transfer by the Tagging Stockholder Transferring Stockholder, the Blackstone Investors shall have previously realized not less than $60 million net cash proceeds in the aggregate from one or more sales or other dispositions of Common Stock; and PROVIDED, FURTHER that, if (x) prior to such proposed Transfer the Transferring Stockholder severally Blackstone Investors shall have previously realized less than $60 million of net cash proceeds in the aggregate from one or more sales or other dispositions of Common Stock and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis.y)

Tag-Along Rights. (a) So long as this Appendix A remains in effect Subject to Section 4.4(e) and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectivelySection 4.4(f), "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% if one or more of the shares of Common Stock then held by Blackstone, Covered Stockholders proposes to transfer Share Equivalents (a “Tag-Along Sale”) to another Person (other than to an Affiliate), such Covered Stockholder or Covered Stockholders (the “Selling Covered Stockholders”) shall give written notice (a “Transfer Notice”) of such proposed transfer to each of the other Stockholders that is an Eligible Tag-Along Stockholder with respect to such Tag-Along Sale at least fifteen (15) days prior to the consummation of such proposed transfer, setting forth (i) the number of Share Equivalents proposed to any affiliate of Blackstone or any stockholderbe transferred, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant the consideration to a Public Offeringbe received for such Share Equivalents by such Selling Covered Stockholders, (iii) the Transferring Stockholder shall have identity of the obligationpurchaser (the “Proposed Transferee”), (iv) any other material terms and the Executive and the Permitted Affiliates shall have the right, to require conditions of the proposed transferee to offer to purchase from Transfer, (v) the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number date of the Executive Shares up to the product proposed Transfer, (rounded up to the nearest whole number) of (Avi) the quotient fraction, expressed as a percentage, determined by dividing (x) the aggregate number of Shares owned by Blackstone Share Equivalents to be included in purchased from the contemplated Transfer Selling Covered Stockholders by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned Share Equivalents held by the Selling Covered Stockholders (the “Tag Along Sale Percentage”) and (vii) an invitation to each Eligible Tag-Along Stockholder to elect (Eligible Tag-Along Stockholders who make such an election being “Tagging StockholderStockholders,” and, together with the Selling Covered Stockholders and at all other Persons (other than any Affiliates of the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of considerationSelling Covered Stockholders) applicable to the Transferring Stockholder; providedwho otherwise are transferring, that in order to be entitled to exercise his or have exercised a contractual or other right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4transfer, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make Share Equivalents in connection with such Tag-Along Sale, the proposed Transfer of “Tag Along Sellers”) to include in the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made Tag-Along Sale Share Equivalents held by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the such Tagging Stockholder (whether pursuant not in any event to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect exceed the Tag Along Sale Percentage of the Company shall be evidenced in writings executed total number of Share Equivalents held by them and the transferee and shall be borne by each of them on a pro rata basissuch Tagging Stockholder).

Tag-Along Rights. (a) So long (i) Except as this Appendix A remains otherwise provided in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company Section 2.3(a)(iii) below, no “Seller” (collectively, "Blackstone"as hereinafter defined) beneficially owns not less than one-fourth shall sell any shares of the Common Stock owned by Blackstone in any transaction or series of related transactions unless all “Holders” (as hereinafter defined) are offered an equal opportunity to participate in such transaction or transactions (on identical terms as the Seller including amount and type of consideration paid) on a pro rata basis based on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") number of 50% or more of the shares of Common Stock then held owned by Blackstonesuch Holder, other than calculated on a Transfer (i) fully diluted basis. For the avoidance of doubt, such participation on a pro rata basis shall mean that such Holder shall be entitled to any affiliate sell the number of Blackstone or any stockholdershares of Common Stock proposed to be sold by the Seller, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to multiplied by a Public Offeringfraction, the Transferring Stockholder shall have numerator of which equals the obligationnumber of shares of Common Stock then owned by such Holder, calculated on a fully diluted basis, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number denominator of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) which equals the total number of Executive Shares owned by outstanding shares of Common Stock calculated on a fully diluted basis (such calculation for each Holder resulting in such Holder’s “Pro Rata Share”). For purposes of calculating ownership of Common Stock “on a fully diluted basis”, Options that are not “in the Tagging Stockholdermoney” shall not be counted. If any Holder elects not to sell all or any portion of its Pro Rata Share, and at then each other Holder (each such Holder, a “Participating Holder”) may increase the same price per share number of shares of Common Stock and upon Additional Stock sold by it by up to its Pro Rata Share of the same terms and conditions (including without limitation time number of payment and form of consideration) applicable shares each Holder elects not to include pursuant to the Transferring Stockholderterms hereof (such calculation for each Participating Holder resulting in such Participating Holder’s “Participating Pro Rata Share”); provided, however, that in order to be entitled to exercise his right if any Participating Holder elects not to sell all or any portion of its Participating Pro Rata Share, then the Seller may increase the number of shares sold by it by the number of Common Stock shares any such Participating Holder elects not to include pursuant to the proposed transferee pursuant to terms hereof. As used in this Section 42.3, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis.“

Tag-Along Rights. (a) So long as this Appendix A remains If RSA proposes to Transfer (a "Tag-Along Sale") in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors any transaction or series of related transactions, other than a Market Transfer, Securities representing, in the Company aggregate, either (collectively, "Blackstone"i) beneficially owns not less than one-fourth 25% or more in the aggregate of the outstanding Class A Common Stock owned by Blackstone on (including for this purpose all Class A Common Stock issuable upon exercise of outstanding Warrants) and Class B Common Stock of the date hereof, with respect to any proposed Transfer by Blackstone Company or (in such capacity, a "Transferring Stockholder"ii) of 5025% or more of the shares outstanding voting rights of Common Stock capital stock of the Company (the "RSA Threshold"), to one or more third parties who are not RSA Permitted Transferees (a "Proposed Purchaser"), then held by Blackstone, other than a RSA shall notify (in the manner set forth in Section 2.02(b)) the Stockholders and the Company that the Stockholders have the right to sell to the Proposed Purchaser as part of such Transfer the Tag-Along Securities (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) lesser number as the Stockholders may elect pursuant to Section 2.02(c)) at the closing of such Transfer subject to the same terms and conditions, on a Public Offeringpro rata basis, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require of the proposed transferee Transfer by RSA. The consideration per Tag-Along Security to offer to purchase from be received by the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up Stockholders shall be equal to the product (rounded up to the nearest whole number) higher of (A) the quotient determined proposed purchase price offered by dividing (x) the aggregate number Proposed Purchaser for shares of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer Class A Common Stock and (B) the total number of Executive Shares owned proposed purchase price offered by the Tagging Stockholder, and at the same price per share Proposed Purchaser for shares of Class B Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring StockholderStock; provided, however, that in order to be entitled to exercise his right to sell if the Tag-Along Sale includes a sale by RSA of any shares of Common Class B Preferred Stock to or Warrants, if the proposed transferee pursuant to this Section 4purchase price for (x) a share of Class B Preferred Stock exceeds the lower of (1) the liquidation value of such share and (2) the fair market value of such share at the time the Proposed Purchaser made its proposal, or (y) a Warrant exceeds the fair market value of such Warrant at the time the Proposed Purchaser made its proposal, as applicable, such excess shall be shared pro rata with the Stockholders based on the number of Tag-Along Securities Transferred in such Tag-Along Sale. For the avoidance of doubt, the Tagging Stockholder must agree to make to (i) Transfers by RSA Permitted Transferees shall be aggregated with any Transfers by RSA for purposes of determining whether such Transfers equal or exceed the transferee RSA Threshold, (ii) RSA Permitted Transferees shall have the same representations, warranties, covenants, indemnities rights and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer obligations as RSA under this Agreement and (iii) any transferee of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging any Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreementand any subsequent transferee) for liabilities in respect of shall have the Company shall be evidenced in writings executed by them same rights and obligations as the transferee and shall be borne by each of them on a pro rata basisStockholders under this Agreement.

Tag-Along Rights. If at any time after the Issuance Date, any of the ----------------- Substantial Holders (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated coeach, a "Tag-investors in the Company (collectively, "BlackstoneAlong Seller") desires to sell, transfer or otherwise dispose of any Common Stock (or other securities convertible, exchangeable or exercisable into Common Stock) beneficially owns owned by such Person, other than in respect of a Permitted Transfer (defined below) to any transferee (the "Proposed Purchaser"), in a single transaction or a series of related transactions (such transaction or series of related transactions being a "Tag-Along Sale"), such Tag-Along Seller shall, prior to consummating any such Tag-Along Sale, require the Proposed Purchaser to provide not less than one30 days prior written notice of such proposed Tag-fourth Along Sale and to offer in such notice (the "Tag-Along Purchase Offer") to purchase from each Registered Holder a "pro --- rata portion" of the Common Stock owned by Blackstone on the date hereof, with respect amount of Registrable Securities which such Registered ---- Holder desires to any proposed Transfer by Blackstone (include in such capacityproposed Tag-Along Sale (all such Registrable Securities subject to a proposed Tag-Along Purchase Offer are herein collectively referred to as "Tag-Along Securities"). Within 20 days of receiving such Tag-Along Purchase Offer, a "Transferring Stockholder") each Registered Holder electing to participate in such proposed Tag-Along Sale shall provide written notice of 50% such election to the Proposed Purchaser and the Tag-Along Seller, together with the number and type of Tag-Along Securities such Registered Holder desires to include in such proposed Tag-Along Sale (which number of securities may be in excess of the amount of securities initially proposed to be sold or otherwise disposed of in such proposed Tag-Along Sale). To the extent one or more Registered Holders elect to participate in a proposed Tag-Along Sale pursuant to this Section, the number of the shares of Common Stock then held by BlackstoneStock, other than a Transfer (i) to any affiliate of Blackstone or any stockholderas the case may be, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, that the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (Tag-Along Seller may sell in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties transaction shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisproportionately reduced.

Tag-Along Rights. In the event any Other Shareholder or any Permitted Transferee of an Other Shareholder (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring StockholderShareholder") of 50% or more proposes to transfer Stock held by such Transferring Shareholder (except as otherwise provided below). Such Transferring Shareholder shall deliver a written notice (the "Sale Notice") to the Corporation and to each Investor, specifying in reasonable detail the Identity of the proposed transferee(s) and the terms and conditions of the transfer. Any Investor may elect to participate in the contemplated transfer by delivering written notice to the Transferring Shareholder within twenty (20) days after receipt by such Investor of the Sale Notice. If any Investor elects to participate in such Transfer, such Investor will be entitled to sell in the contemplated transfer, at the price per share of Common Stock offered by the proposed transferee in the transfer, for each share of Common Stock held by such Investor on a fully-diluted basis and upon the same terms and conditions as the Transferring Shareholder, a number of shares of Stock determined by multiplying (i) the number of shares of Common Stock then held to be sold in the contemplated transfer) by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (xA) the aggregate number of Shares owned shares of Common Stock held by Blackstone to be included in the contemplated Transfer such Investor, by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total sum of (1) the number of Executive Shares owned by the Tagging Stockholder, and at the same price per share shares of Common Stock held by the Investors electing to participate in such sale and upon (2) the number of shares of Common Stock held by the Transferring Shareholder. Each Investor who elects to participate in a transfer pursuant to this Article II (such transfer, a "Transfer" and each such Investor, a "Participant') shall effect its participation in the Transfer by promptly delivering to the Transferring Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of Common Stock which such Participant elects to sell. The stock certificate or certificates that the Participant delivers to the Transferring Shareholder pursuant to this section shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Sale Notice, and the Transferring Shareholder shall concurrently therewith remit to each Participant that portion of the sale proceeds to which such Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participant exercising its rights of co-sale hereunder, the Transferring Shareholder shall not sell to such prospective purchaser or purchasers any Stock unless and until, simultaneously with such sale, such Transferring Shareholder shall purchase such shares or other securities from such Participant on the same terms and conditions specified in the Sale Notice. The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more Transfers of Stock made by a Transferring Shareholder shall not adversely affect their rights to participate in subsequent Transfers of Stock subject to this section. The right of co-sale set forth herein shall not apply to any transfer to a Permitted Transferee pursuant to any of subsections 1.5 (including without limitation time of payment a) - (c), but any and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell all shares of Common Stock to in the proposed transferee hands of any Permitted Transferee pursuant to said subsections shall remain subject to this Section 4, the Tagging Stockholder must agree Agreement. The right of co-sale set forth herein shall not apply to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether any transfer pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisSection 1.5 (f).

Tag-Along Rights. (a) So long as this Appendix A Agreement remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereofeffect, with respect to any proposed Transfer by Blackstone Covad of its shares in Holdco, or by the Majority Shareholder (in such capacity, a the "Transferring StockholderTransferor") of 50% or more Securities to any Person not an Affiliate of the shares Transferor (but including an Affiliate, if the Transferor transferred the Securities to an Affiliate and then transferred such Affiliate to a third party, as long as the transferred Securities account for at least 25% of Common Stock then held by Blackstonethe relevant Affiliate's assets), other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to in a Public Offering, whether pursuant to a stock sale, a tender or exchange offer or a similar transaction (any such transaction, a "SALE"), the Transferring Stockholder shall Transferor will have the obligation, and each of the Executive and the Permitted Affiliates shall other Shareholders will have the right, to require the proposed transferee to offer or acquiring Person (the "PROPOSED TRANSFEREE") to purchase from each of the Executive and the Permitted Affiliates other Shareholders who exercises its rights under Section 2.3(a) (in such capacity, a "Tagging StockholderTAGGING SHAREHOLDER") a number of the Executive Shares Securities up to the product (rounded up to the nearest whole number) of (Ai) the quotient determined by dividing (xA) the aggregate number of Shares Securities owned by Blackstone to be included in the contemplated Transfer such Tagging Shareholder by (yB) the aggregate number of Shares Securities owned by Blackstone immediately prior the Transferor (the "OWNED SECURITIES"), the Tagging Shareholder and any other Shareholder entitled to the contemplated Transfer participate in such transaction, and (Bii) the total number of Executive Shares owned by Securities proposed to be directly or indirectly Transferred to the Tagging StockholderProposed Transferee in the contemplated Sale, and at the same price per share of Common Stock and upon the same terms and conditions (including including, without limitation limitation, time of payment and form of consideration) applicable as to be paid and given to the Transferring StockholderTransferor; provided, PROVIDED that in order to be entitled to exercise his its right to sell shares of Common Stock Securities to the proposed transferee Proposed Transferee pursuant to this Section 42.3, the each Tagging Stockholder Shareholder must agree to make to the transferee Proposed Transferee the same representations, warranties, covenants, indemnities and agreements that as the Transferring Stockholder Transferor agrees to make in connection with the proposed Transfer Sale. Each Tagging Shareholder will be responsible for its proportionate share of the costs of the Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee. If the Transfer is caused by Covad, selling its shares in, or otherwise causing a Change of Control of Holdco, or by a Majority Shareholder transferring an Affiliate to a Third Party, the Owned Securities shall be the Securities owned by Holdco or the Affiliate as the case may be. Shares of Preferred Stock shall represent the number of shares of Common Stock into which such shares of Preferred Stock are convertible as of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability date of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) Sale for liabilities in respect purposes of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisthis Section 2.3.

Tag-Along Rights. (ai) So long as this Appendix A remains in effect Subject to prior compliance with the provisions of Section 9.3(a) relating to first refusal rights for the benefit of Eligible Investors, and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company prior to a Final Exit Event or an Initial Public Offering, any Member (collectively, "Blackstone"an “Initiating Member”) beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect who proposes to any proposed make a Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, Units to a Person who is not a Permitted Transferee of such Member (other than a Transfer pursuant to Section 9.3(b)) (ia “Tag-Along Transaction”), shall give written notice (a “Tag-Along Notice”) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, all Common Unitholders setting forth the Transferring Stockholder shall have the obligation, purchase price and the Executive terms and conditions of the Permitted Affiliates Tag-Along Transaction. Thereafter, each Common Unitholder shall have the right, but not the obligation, to require the proposed transferee elect to offer to purchase from the Executive and the Permitted Affiliates (participate in such capacityTag-Along Transaction with respect to its Common Units by delivering written notice to the Initiating Member within 20 Business Days after receipt of a Tag-Along Notice. If any such Common Unitholder elects to participate in such proposed Tag-Along Transaction (each, a "“Tagging Stockholder"Member”), each Tagging Member will be entitled to participate in the Tag-Along Transaction at the same time and on the same terms as the Initiating Member; provided that, (A) a number of the Executive Shares each Tagging Member shall be entitled to sell up to the product portion of Common Units Transferred in such Tag-Along Transaction equal to its pro rata share (rounded up to the nearest whole numberbased on each Tagging Member’s respective Fully-Funded Percentage Interest) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone all Common Units proposed to be included Transferred in the contemplated Transfer by such Tag-Along Transaction (y“Tag Percentage”) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to Initiating Member shall be entitled to exercise his right sell the portion of its Common Units equal to sell shares its pro rata share (based on the Initiating Member’s Fully-Funded Percentage Interest) of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer all of the shares Common Units proposed to be Transferred in such Tag-Along Transaction plus any portion of its Common Stock of Units that can be Transferred in such Tag-Along Transaction in the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the event any Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant Member elects to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisTransfer less than its Tag Percentage.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors In the event that at any time any Kelso Member proposes to Transfer Interests or Special Membership Interests in the Company (collectivelyCompany, "Blackstone") beneficially owns not less other than one-fourth any Transfer to an Affiliate of Kelso, xxx such Interests or Special Membership Interests would represent, together with all Interests and Special Membership Interests previously Transferred by the Kelso Xxxxxrs, more than 10% of the Common Stock owned aggregate Interests and Special Membership Interests, taken together, held by Blackstone the Kelso Xxxxxrs, then at least thirty (30) days prior to effecting such Transfer, Kelso xxxxx give each Management Member written notice of such proposed Transfer. Each Management Member shall then have the right (the "Tag-Along Right"), exercisable by written notice to Kelso, xx xarticipate pro rata in such sale by selling a pro rata portion of such Management Member's Interests or Special Membership Interests, as applicable, on substantially the date hereof, same terms (including with respect to representations, warranties and indemnification) as the selling Kelso Xxxxxrs (including relative proportions of Interests and Special Membership Interests being sold), provided, however, that any representations and warranties relating specifically to any Member shall only be made by that Member and any indemnification provided by the Members shall be based on the relative Interests and Special Membership Interests being sold by each Member in the proposed Transfer by Blackstone (in such capacitysale, either on a "Transferring Stockholder") of 50% several, not joint, basis or more solely with recourse to an escrow established for the benefit of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholderpurchaser; provided, further, however, that in order the form or forms of consideration to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make received by Kelso xx xxy Kelso Member in connection with the proposed Transfer sale may be different from that received by the Management Members so long as the value of the shares of Common Stock consideration to be received by Kelso xx xxy Kelso Member is the same or less (with respect to each of the Transferring Stockholder; Interests and provided furtherSpecial Membership Interests being sold) than what they would have received had they received the same form or forms of consideration as the Management Members (as reasonably determined by the Board in good faith). In the event the Kelso Members sell less than 100% of their aggregate Interests and Special Membership Interests in the Company, that all representations and warranties any Management Member exercises its rights under this Section 13.10(a), participation "pro rata in such sale" shall be made by based on relative Capital Contributions unless the Tagging Stockholder and Compensation Committee deems the Transferring Stockholder severally and not jointly and that the liability provisions of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis.Article X

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company If one or more Stockholders (collectively, the "BlackstoneSELLING STOCKHOLDER") desires to sell in one or more series of related transactions Securities beneficially owns not less owned by such Selling Stockholder, constituting more than one-fourth 25% of the Original Ownership of such Stockholder, to a Person (the "BUYER") other than (x) pursuant to a Permitted Transfer or (y) following an Initial Offering, any sale effected on the securities exchange or automated quotation system on which the Common Stock owned by Blackstone on the date hereofis then listed or quoted, with respect to any proposed Transfer by Blackstone as applicable (in such capacityeach, a "Transferring StockholderTAG SALE"), then, at least thirty (30) days prior to any such sale, such Selling Stockholder shall provide to each other Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder (each, together with its Affiliates, a "TAG SELLER") a notice (a "TAG ALONG NOTICE") setting forth in reasonable detail the terms of 50% or more such sale, the number of the shares of Common Stock then such Buyer wishes to purchase (calculated on an as-converted basis) (the "TAG ALONG SHARES") and identifying the name and address of the Buyer. Upon the written request of any Tag Seller made within fifteen (15) days after the day the Tag Along Notice is received by such Tag Seller, the Selling Stockholder proposing to make the sale shall cause the Buyer to purchase from such Tag Seller the number of shares of Common Stock underlying the Securities held by Blackstone, other than a Transfer such Tag Seller equal to the lesser of (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of shares of Common Stock underlying the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone Securities requested to be included in the contemplated Transfer Tag Sale by such Tag Seller and (ii) a number determined by multiplying (x) a fraction, the numerator of which is the total number of shares of Common Stock underlying the Securities held by such Tag Seller and the denominator of which is the total number of shares of Common Stock underlying the Securities held by all of the Tag Sellers by (y) the aggregate number of Tag Along Shares owned by Blackstone immediately prior to be sold in such Tag Sale. Such purchase shall be made on the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, same date and at the same price per share of Common Stock and upon the same on terms and conditions at least as favorable to such Tag Seller as the terms and conditions contained in the Tag Along Notice delivered in connection with such proposed transaction. Each Tag Seller shall take all actions which the Selling Stockholder deems reasonably necessary or desirable to consummate such transaction, including, without limitation, (i) entering into agreements with third parties on terms substantially identical or more favorable to such Tag Seller than those agreed to by the Selling Stockholder and including without limitation time representations, indemnities, holdbacks, and escrows, and (ii) obtaining all consents and approvals reasonably necessary or desirable to consummate such transaction. The Tag Sellers and the Selling Stockholder shall each pay its pro rata share (based upon the number of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to (on an as-converted basis) included in such Tag Sale by each Tag Seller and the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection Selling Stockholder) of any reasonable transaction costs associated with the proposed Transfer sale other than the legal expenses and selling commissions of the shares of Common Stock of other participants in the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisTag Sale.

Tag-Along Rights. Prior to making any Transfer of Marathon Securities (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer described in Section 3.2(b)) any holder of Marathon Securities proposing to make such a Transfer (ifor purposes of this Section 3.2, a “Selling Holder”) shall give at least 30 days prior written notice to any affiliate each holder of Blackstone or any stockholderEmployee Securities (for purposes of this Section 3.2, partner or other equity owner each an “Other Holder”) and to the Company, which notice (for purposes of any such affiliate or Blackstone or (ii) pursuant to a Public Offeringthis Section 3.2, the Transferring Stockholder “Sale Notice”) shall have identify the obligation, type and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number amount of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone Marathon Securities to be included sold (for purposes of this Section 3.2, the “Offered Securities”), describe in reasonable detail the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions of such proposed Transfer and identify each prospective Transferee. Any of the Other Holders may, within 15 days of the receipt of the Sale Notice, give written notice (including without limitation time of payment and form of considerationeach, a “Tag-Along Notice”) applicable to the Transferring StockholderSelling Holder that such Other Holder wishes to participate in such proposed Transfer upon the terms and conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the Employee Securities such Other Holder desires to include in such proposed Transfer; provided, however, that in order (1) each Other Holder shall be required (taking into account for this purpose the provisions of Section 3.2(d)), as a condition to be entitled to exercise his right being permitted to sell shares of Common Stock to the proposed transferee Employee Securities pursuant to this Section 43.2(a) in connection with a Transfer of Offered Securities, to elect to sell Employee Securities of the Tagging Stockholder same type and class and in the same relative proportions (which proportions shall be determined on a unit for unit or, as the case may be, share for share basis and on the basis of aggregate liquidation value with respect to Preferred Units or Preferred Stock) as the Securities which comprise the Offered Securities, and (2) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the transferee Transferee the same representations, warranties, covenants, indemnities and agreements that as the Transferring Stockholder Selling Holder agrees to make in connection with the proposed Transfer of the shares Offered Securities (except that in the case of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties pertaining specifically to, or covenants made specifically by, the Selling Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his or its ratable share (which shall be proportionate based on the value of Securities that are Transferred but shall not exceed the amount of proceeds received by such Other Holder in connection with such Transfer) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those representations, warranties and covenants that pertain specifically to a given Securityholder, who shall bear all of the liability related thereto), indemnities or other agreements made in connection with the Transfer. Each Securityholder will bear (x) its or his own costs of any sale of Securities pursuant to this Section 3.2(a) and (y) its or his pro-rata share (based upon the relative amount of Securities sold) of any of the other costs of any reasonable and customary sale of Securities pursuant to this Section 3.2(a) to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisTransferee.

Tag-Along Rights. (a) So long Notwithstanding the provisions of Section 2.01 and without first offering its Shares to TPG as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors contemplated by Section 2.03(c), in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth event that at any time prior to the completion of an initial public offering of any of the Common Stock owned by Blackstone on Shares (the date hereof, "Initial Public Offering"') TPG reaches a binding agreement with respect a Person to sell all or a portion of its Shares that would result in any proposed Transfer by Blackstone Person (in such capacity, a "Transferring Stockholder"together with its Affiliates) of 50unaffiliated with TPG holding 40% or more of the voting power of the Company, TPG shall cause the prospective purchaser ("Prospective Purchaser"), subject to the terms and conditions set forth in this Section 2.04 and subject further to the terms and conditions set forth in Section 2.05, which terms and conditions shall control in the event that TPG is proposing to sell all of its shares of Common Stock, to purchase from the Electing Stockholder (in lieu of purchasing from TPG) that number of shares of Common Stock then held owned by Blackstone, other than the Electing Stockholder that equals the product of (1) the number of shares of Common Stock then owned by the Electing Stockholder multiplied by (2) a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offeringfraction, the Transferring Stockholder shall have numerator of which equals the obligation, number of shares of Common Stock to be purchased by the Prospective Purchaser from TPG and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number denominator of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) which equals the total number of Executive Shares of Common Stock then owned by TPG (the Tagging Stockholder"Applicable Amount"). TPG shall notify Crawford promptly in writing of any such binding agreement indicaxxxx xxx price and other material terms and conditions of the proposed sale, the identity of the Prospective Purchaser, the intended closing date of such sale, the percentage of issued and outstanding shares of Common Stock being sold by TPG and the Applicable Amount of shares of Common, Stock of Crawford that may be sold by Crawford pursuant: to this Section 2.00(x) (the "Tag-Along Notice") xxx xhall provide a copy of such binding agreement to Crawford. Any purchase, by the Prospective Purchaser of the Applixxxxx Xxount of shares of Common Stock of the Electing Stockholder shall be at the same price consideration per share of Common Stock and upon on the same terms and conditions (including without limitation time of payment and form of consideration) as are applicable to TPG in such transaction. Crawford will have 20 days from receipt of the Transferring Stockholder; providedTag-Along Notice (xx xxx xmendment or supplement thereto) to notify TPG in writing of its election to exercise its Tag-Along Rights (an "Election Notice") and to exercise its Tag-Along Rights pursuant to this Section 2.04. In the event that Crawford notifies TPG in writing of its election to exercise Tag-Xxxxx Xxghts within 20 days of the receipt of a Tag-Along Notice and Crawford subsequently receives an amendment or supplement to such Xxx-Xxxng Notice from TPG. Crawford shall be able to withdraw his previously given election xx xxxxxise Tag-Along Rights by giving written notice to TPG within 20 days of the receipt of such amendment or supplement. In the event TPG does not receive an Election Notice from Crawford within 20 days of receipt of the Tag-Along Notice (or anx xxxxxxent or supplement thereto), that in order Crawford shall be deemed to be entitled have elected not to exercise his right Tag-Xxxxx Xxghts hereunder. Notwithstanding anything to sell the contrary contained herein, (i) TPG shall not be obligated to cause it Prospective Purchaser to purchase Crawford's shares of Common Stock hereunder if at the time of sucx xxxx (xxt prior to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer giving effect thereto) TPG beneficially owns less than 40% of the voting power of the Company and (ii) TPG shall not be obligated to consummate the transfer of shares of Common Stock contemplated by an agreement between TPG and a Prospective Purchaser if, pursuant to the terms and conditions of such agreement TPG is not obligated to do so and, in the event TPG elects not to consummate a transfer which it is not obligated to consummate as provided in this clause (ii), TPG shall have no liability to Crawford. (b)The closing of the Transferring Stockholder; and provided further, that all representations and warranties sale of TPG's shares of Comxxx Xxxxk to the Prospective Purchaser hereunder shall be made conditioned on the simultaneous purchase by the Tagging Prospective Purchaser of the Applicable Amount of shares of Common Stock from the Electing Stockholder. Notwithstanding the foregoing, in the event the Electing Stockholder breaches any obligation he may have under this Section 2.04 or, in the event that any representation and warranty of the Electing Stockholder contained in the purchase agreement with the Prospective Purchaser is not true and correct as of the date made or as of the proposed closing date or the Electing Stockholder shall fail to perform any covenant or agreement contained in such agreement or the Electing Stockholder shall otherwise breach its obligations under such agreement and, in each case, such misrepresentation breach or failure to perform such covenant or agreement results in the nonsatisfaction of a condition precedent to such agreement (and the Transferring Prospective Purchaser does not waive such condition precedent), TPG shall be free to sell its Shares to the Prospective Purchaser without liability to the Electing Stockholder severally under this Agreement and such sale shall not jointly and limit or waive in any respect any claim, right or cause of action that TPG may have against the liability of the Transferring Electing Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis.such breach. SECTION 2.05

Tag-Along Rights. (a) So long as this Appendix A remains Unless a Redemption Event shall have occurred or Parent shall have delivered a valid Drag-Along Notice to Purchaser, if at any time, Parent proposes to sell, in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and one or more related transactions, any portion of its affiliated co-investors Company Membership Interests, in an amount in the Company (collectively, "Blackstone") beneficially owns not aggregate less than one-fourth 50% of the Common Stock then outstanding Company Membership Interests, to an unaffiliated third party, and such third party is not a bank, broker-dealer or any Affiliate thereof, such disposition shall not be permitted unless Parent shall offer (the “Minority Offer”) by written notice (the “Minority Sale Notice”) to Purchaser the right to elect to include, at the option of Purchaser, in the sale to the third party, that portion of Purchaser’s Membership Interest specified in this Section 2.9(a). The Minority Sale Notice shall specify that Purchaser shall have the right to sell, pursuant to the Minority Offer, up to the same percentage of Purchaser’s Membership Interests as the percentage of Company Membership Interests to be disposed of by Parent then bears to the total number of Company Membership Interests then owned by Blackstone on Parent; provided, that if the date hereof, with respect to any proposed Transfer Minority Offer is for a maximum number of Company Membership Interests and such number is less than the number that would be disposed of by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more application of the shares of Common Stock foregoing, then held by Blackstone, other than the right to sell Company Membership Interests shall be allocated on a Transfer pro rata basis among Parent and Purchaser in proportion to (i) the number of Company Membership Interests offered to any affiliate of Blackstone or any stockholderbe sold by such Member, partner or other equity owner of any such affiliate or Blackstone or as compared with (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone Company Membership Interests offered to be included disposed of in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon Members. The disposition by Purchaser pursuant to this Section 2.9(a) shall be on the same terms and conditions (including without limitation time of payment and form of consideration) applicable to price as are received by Parent and as stated in the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisMinority Notice.

Tag-Along Rights. (a) So For so long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth Toppan holds 75% of the Common Stock owned by Blackstone Shares issued to it on the date hereof, with respect if at any time a Majority Investor or a group of Majority Investors proposes to directly or indirectly sell any shares of Class A Common Stock to any Third Party Investor (a “Proposed Purchaser”), whether in a private sale, merger or other transaction (other than a registered public offering) (a “Proposed Sale”), and the shares proposed Transfer by Blackstone (to be sold in such capacityProposed Sale represent more than 25% of the total number of the then issued and outstanding shares of common stock of the Company, then such Majority Investor or group of Majority Investors shall promptly deliver to Toppan written notice (a "Transferring Stockholder"“Sale Notice”) of 50% or more such Proposed Sale and the material terms of the Proposed Sale as of the date of such Sale Notice, including the aggregate number of shares of Class A Common Stock the Proposed Purchaser is willing to purchase and the proposed closing date of the Proposed Sale, not less than 20 days prior to such proposed closing date. If within 10 days of the delivery of the Sale Notice, such Majority Investor or group of Majority Investors receives a written request from Toppan (a “Sale Request”) to include shares of Class A Common Stock held by Toppan in the Proposed Sale, the Class A Common Stock held by Toppan shall be so included as provided therein, subject to the limitation set forth in the last sentence of this Section 8(a); provided, however, that any Sale Request shall be irrevocable unless (x) there shall be a material adverse change in the terms of such Proposed Sale or (y) as otherwise mutually agreed to in writing by Toppan and such Majority Investor or group of Majority Investors. Subject to clause (e) in the first sentence of Section 6 hereof, the maximum number of shares of Class A Common Stock that Toppan shall be permitted to include in a Proposed Sale pursuant to a Sale Request shall be the product of (i) the aggregate number of shares of Class A Common Stock the Proposed Purchaser is willing to purchase, as set forth in the Sale Notice, and (ii) a fraction, the numerator of which shall be the number of shares of Class A Common Stock that Toppan holds and the denominator of which shall be the number of shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate such Majority Investor or group of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisMajority Investors.

Tag-Along Rights. (a) So long In the event of a decision by Xxxxx-Sumisei U.S. Core Office Trust, the Holding Partnership, the Xxxxx Core Fund or any of their respective Affiliates (an "Offering Entity") to sell its securities in an underwritten (firm commitment) public offering registered under the Securities Act of 1933, as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors amended, resulting in the Company listing of the Offering Entity's securities on a nationally recognized stock exchange (collectivelyan "Offering"), before such Offering Entity proposes to make any transfer of its securities in the Offering, such Offering Entity shall deliver written notice (an "Offer Notice") to GMIMCo. The Offer Notice will disclose in reasonable detail the proposed terms and conditions of the Offering to the extent such terms and conditions are reasonably determinable, in consultation with the managing underwriter of the Offering, at the time the Offer Notice is given. The Offering Entity shall not consummate the Offering until at least thirty days after the Offer Notice has been given to the GMIMCo. GMIMCo can elect to require the Offering Entity to allow the Trust, the MT Trust or any GM/Xxxxx Co-Investment Vehicle to participate with the Offering Entity in the contemplated Offering (a "Participating GM Entity"), by delivering written notice (the "Tag Along Election Notice") on behalf of the Participating GM Entity to the Offering Entity within thirty days after receipt of the Offer Notice, in which event the Offering Entity and Participating GM Entity shall (i) use their good faith efforts to effect the merger, contribution of assets or other consolidation of their respective assets so that the contemplated Offering is conducted by an entity (the "Consolidated Offering Entity") in which interests are held by Persons which held interests in the Offering Entity and by GM Investors and other Persons which held interests in the Participating GM Entity (all such Persons, "BlackstoneParticipating Investors") beneficially owns not less than one-fourth ), with the interest of each Participating Investor in the Common Stock owned Consolidated Offering Entity to be determined by Blackstone reference to the valuation of such Person's interest in the Offering Entity or Participating GM Entity, as applicable, using the same valuation methodology for all such interests; provided that if the parties are unable to agree on the date hereofvaluations of all such interests, such valuations shall be determined by appraisals conducted in accordance with the procedures provided for the determination of Projected Net Proceeds in the second paragraph of Section 5.02. All Participating Investors, including the GM Investors which are Participating Investors, shall have the same rights and be subject to the same restrictions with respect to any proposed Transfer by Blackstone (the conduct of and participation in such capacity, a "Transferring Stockholder") of 50% or more the Offering. Without limiting the generality of the shares of Common Stock then held by Blackstoneforegoing, other than a Transfer (i) to any each Participating Investor shall enter into such customary affiliate of Blackstone letters, lock-up or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, similar agreements as the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number managing underwriter of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisOffering may require.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in In the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect event that Birch intends to any proposed Transfer by Blackstone (in such capacity, all or a "Transferring Stockholder") of 50% or more portion of the shares of Common Series B Preferred Stock then held by Blackstoneit to any Person or Persons, other than to an Affiliate of Birch (a "Birch Transaction"), except in the case where a Drag-Along Right has been exercised by Birch, Birch shall notify each Purchaser, not less than 30 days nor more than 45 days prior to such proposed Transfer, of such Transfer and its terms and conditions (the "Sale Notice"). Such Sale Notice shall set forth: (i) the number of shares of Series B Preferred Stock proposed to any affiliate of Blackstone or any stockholderbe Transferred by Birch, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant the name and address of the proposed Birch Transferee, (iii) the proposed amount and form of consideration and terms and conditions of payment offered by such proposed Birch Transferee and (iv) that the proposed Birch Transferee has been informed of the Purchasers' tag-along right provided for in this Section 7.4 and has agreed to purchase shares of Series B Preferred Stock in accordance with the terms hereof. Within 15 days of the date of receipt of the Sale Notice, each Purchaser shall notify Birch in writing (a Public Offering"Tag-Along Notice") whether it elects to participate in such Transfer. If either Purchaser shall so notify Birch in writing of its election to participate in such Transfer, the Transferring Stockholder such Purchaser shall have the obligationright to sell to the Proposed Transferee, at the same price and the Executive same terms, such number of shares of Series B Preferred Stock beneficially owned by such Purchaser at such time as shall equal the same percentage of the shares then beneficially owned by such Purchaser as the percentage of shares then beneficially owned by Birch which are proposed to be sold by Birch in such Transfer at the same price and on the Permitted Affiliates same terms as Birch. In the event that the proposed Birch Transferee does not purchase shares from any Purchaser on the same terms and conditions as specified in the Sale Notice, then Birch shall not be permitted to sell any shares of Series B Preferred Stock to the proposed Birch Transferee in the proposed Transfer. If no Tag-Along Notice is received during the 15-day period referred to above, Birch shall have the right, to require for a 45-day period after the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number expiration of the Executive Shares up 15-day period referred to above, to transfer the product (rounded up to the nearest whole number) shares of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included Series B Preferred Stock specified in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same Sale Notice on terms and conditions (including no more favorable than those stated in the Tag-Along Notice and without limitation time of payment and form of consideration) applicable regard to the Transferring Stockholder; provided, that tag-along rights described in order this Section 7.4. The rights and obligations provided by this Section 7.4 shall terminate on the earliest to be entitled to exercise his right to sell occur of (i) such date as Birch shall hold less than 10% of the then outstanding shares of Common Stock to originally issued on the proposed transferee pursuant to this Section 4, Closing Date and (ii) such date as the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities Purchasers and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer their Affiliates shall hold less than 5% of the then outstanding shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisStock.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in Until the Company earlier of (collectively, "Blackstone"1) beneficially owns not less than one-fourth the second anniversary of the Common Stock owned by Blackstone on date the Debentures are first issued and (2) the date hereofthe Buyers sell at least 50% of the outstanding Debentures, with respect to any proposed Transfer by Blackstone WCAS CP III (the "SELLING DEBENTUREHOLDER") of a majority of the Debentures held by WCAS CP III to any Person (including an underwriter or an initial purchaser in connection with an offering pursuant to Rule 144A or Regulation S of the Securities Act or in a Public Offering pursuant to a bona fide sale to the public) (any such capacitytransaction, a "Transferring StockholderPROPOSED SALE"), each Buyer (other than WCAS CP III) (a "TAGGING DEBENTUREHOLDER") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall will have the obligation, and the Executive and the Permitted Affiliates shall have the right, right to require the proposed transferee Selling Debentureholder to offer to purchase from the Executive and the Permitted Affiliates (include in such capacity, Proposed Sale a "Tagging Stockholder") a number face amount of the Executive Shares Debentures equal to up to the product (rounded up to the nearest whole number) of (Ai) the quotient determined by dividing (xA) the aggregate number face amount of Shares the Debentures owned by Blackstone to be included in the contemplated Transfer such Tagging Debentureholders by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number aggregate face amount of Executive Shares the Debentures owned by WCAS CP III and the Tagging StockholderDebentureholders and (ii) the total face amount of the Debentures proposed to be directly or indirectly Transferred to the transferee or acquiring Person in the Proposed Sale (a "PROPOSED TRANSFEREE"), and at the same price per share face amount of Common Stock the Debentures and upon the same terms and conditions (including including, without limitation limitation, time of payment and payment, form of consideration, inclusion of Warrants and adjustments to purchase price) applicable to as the Transferring StockholderSelling Debentureholder; provided, PROVIDED that in order to be entitled to exercise his its right to sell shares of Common Stock Debentures to the proposed transferee Proposed Transferee pursuant to this Section 48.1(a), the each Tagging Stockholder must Debentureholder (x) shall agree to make to the transferee the same representationscovenants with respect to such Tagging Debentureholders, warrantiesas appropriate, covenants, indemnities and agreements that as the Transferring Stockholder Selling Debentureholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring StockholderProposed Sale; and provided furtherPROVIDED, however, that all the aggregate amount of liability of such Tagging Debentureholder with respect to such covenants shall not exceed the proceeds to such Tagging Debentureholder in connection with the Proposed Sale, and (y) shall make such representations and warranties concerning its title to the Debentures (and Warrants, if applicable) to be sold in connection with the Proposed Sale and its authority to enter into and consummate the Proposed Sale as the Selling Debentureholder makes, but shall not be made by the Tagging Stockholder required to make any other representations and the Transferring Stockholder severally warranties or indemnities other than with respect to its own representations and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basiswarranties.

Tag-Along Rights. (a) So long Subject to Section 3.3(h), (x) if any Initiating Tag-Along Seller proposes to transfer all or a portion of their DTI Securities to any Person (other than to a Permitted Transferee of such Initiating Tag-Along Seller) or (y) a Sale Transaction is entered into by the MD Stockholders that either is a Qualified Sale Transaction or has been approved by the SLP Stockholders (each of the transfers in the foregoing clauses (x) and (y), a “Tag-Along Sale”), then the Initiating Tag-Along Seller shall give, or direct the Company to give and the Company shall so promptly give, written notice (a “Tag-Along Sale Notice”) of such proposed transfer to all Eligible Tag-Along Sellers with respect to such Tag-Along Sale at least fifteen (15) days prior to each of the consummation of such proposed transfer and the delivery of a Tag-Along Sale Notice setting forth (i) the number and type of each class of DTI Securities proposed to be transferred, (ii) the consideration to be received for such DTI Securities by such Initiating Tag-Along Seller, including (in the case of any transfer by the MD Stockholders) any Additional Consideration received, (iii) the identity of the purchaser (the “Tag-Along Buyer”), (iv) a copy of all definitive documents relating to such Tag-Along Sale, including all documents that the Eligible Tag-Along Seller would be required to execute in order to participate in such Tag-Along Sale and all other agreements or documents referred to, or referenced, therein, (v) a detailed summary of all material terms and conditions of the proposed transfer, (vi) the fraction, expressed as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. a percentage, determined by dividing the number of DTI Securities to be purchased from the Initiating Tag-Along Seller and its affiliated coPermitted Transferees by the total number of DTI Securities held by the Initiating Tag-investors Along Seller and its Permitted Transferees (the “Tag-Along Sale Percentage”) and (vii) an invitation to each Eligible Tag-Along Seller to irrevocably agree to include in the Company (collectively, "Blackstone") beneficially owns not less than oneTag-fourth Along Sale up to a number of DTI Securities held by such Eligible Tag-Along Seller equal to the product of the Common Stock owned total number of DTI Securities held by Blackstone on such Eligible Tag-Along Seller multiplied by the date hereofTag-Along Sale Percentage, subject to adjustment pursuant to the Tag-Along Sale Priority and the Tag-Along Sale Proration as contemplated in Section 3.3(c) (such amount of DTI Securities with respect to each Eligible Tag-Along Seller, such Eligible Tag-Along Seller’s “Tag-Along Shares”). In the event that any MD Related Party directly or indirectly receives any compensation or other consideration or benefit arising out of or in connection with the applicable Tag-Along Sale (other than any bona fide cash and/or equity compensation (whether in the form of an initial equity grant or otherwise) for service as an executive officer of the acquiring or surviving company or any of their Subsidiaries or, with respect to MD Related Parties, any proposed Transfer by Blackstone bona fide commercial arrangement that is not a “Related Party Transaction” (as defined in such capacity, a "Transferring Stockholder"the MD Stockholders Agreement) of 50% or more because of the shares proviso of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone the definition thereof between an MD Related Party and the proposed Tag-Along Buyer or any stockholderof its Affiliates which commercial arrangement has been binding and in full force and effect (or, partner or other equity owner in the absence of any such affiliate or Blackstone or a binding legal arrangement, to the extent a course of dealing has been in place) for at least twelve (ii12) months prior to the date that the Tag-Along Sale Notice is provided to the Eligible Tag-Along Seller) pursuant to a Public Offeringany non-competition, non-solicitation, no-hire, or other arrangement separate from the transfer of the DTI Securities of the Company (“Additional Consideration”), the Transferring value of such Additional Consideration (as reasonably determined by the Board of the Company, subject to the consent of the SLP Stockholders not to be unreasonably withheld, conditioned or delayed) shall be deemed to have been part of the consideration paid or payable to the MD Stockholders in respect of their DTI Securities in such Tag-Along Sale and shall be reflected in the amount offered by the Tag-Along Buyer set forth in the applicable Tag-Along Sale Notice. In the event that more than one MD Stockholder or more than one SLP Stockholder, as the case may be, proposes to execute a Tag-Along Sale as an Initiating Tag-Along Seller, then all such transferring MD Stockholders and/or SLP Stockholders, as the case may be, shall have be treated as the obligationInitiating Tag-Along Seller, and the Executive DTI Securities held and to be transferred by such MD Stockholders or SLP Stockholders, as the Permitted Affiliates case may be, shall have be aggregated as set forth in Section 5.16, including for purposes of calculating the rightapplicable Tag-Along Sale Percentage; provided, that if the group of stockholders treated as the Initiating Tag-Along Seller pursuant to require this sentence includes any SLP Stockholders, then the proposed transferee Tag-Along Sale Percentage applicable to offer the New Class C Stockholders shall be calculated as if the SLP Stockholders are the only stockholders treated as the Initiating Tag-Along Seller. Notwithstanding anything in this Section 3.3 to purchase from the Executive and contrary, but subject to Section 3.3(c), if the Permitted Affiliates (Initiating Tag-Along Seller is transferring Common Stock or vested in-the-money Company Stock Options in such capacityTag-Along Sale, a "Tagging Stockholder") a number each of the Executive Shares up Eligible Tag-Along Sellers shall be entitled to transfer the same proportion of DTI Securities held by such Eligible Tag-Along Seller as the proportion of the Initiating Tag-Along Seller’s Common Stock and vested in-the-money Company Stock Options relative to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the Initiating Tag-Along Seller’s total number of Executive Shares owned such DTI Securities that are being sold by the Tagging Stockholder, and at the same price per Initiating Tag-Along Seller in such Tag-Along Sale (with each vested in-the-money Company Stock Option counting as a share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer for purposes of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisforegoing calculation).

Tag-Along Rights. (a) So long as (x) this Appendix A remains Agreement shall remain in effect effect, (y) an initial Public Offering shall not have occurred and (z) Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") Affiliates beneficially owns own an aggregate number of shares of Common Stock that is not less than one-fourth half of the number of shares of Common Stock beneficially owned by Blackstone on the date hereofhereof (giving effect to the transactions contemplated hereby), with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by (other than to an Affiliate of Blackstone, other than a Transfer (i) to including any affiliate of its partners), Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates each other Stockholder shall have the right, to require the proposed transferee to offer to purchase from the Executive each Stockholder having and the Permitted Affiliates exercising such right (in such capacityeach, including any Person having and exercising similar rights pursuant to any other agreement, a "Tagging Stockholder") a number of the Executive Shares shares of Common Stock up to the product (rounded up to the nearest whole number) of (Ai) the quotient determined by dividing (xA) the aggregate number of Shares shares of Common Stock beneficially owned on a fully diluted basis by Blackstone such Tagging Stockholder and sought by the Tagging Stockholder to be included in the contemplated Transfer by (yB) the aggregate number of Shares shares of Common Stock beneficially owned on a fully diluted basis by Blackstone immediately prior and all Tagging Stockholders and sought by Blackstone and all Tagging Stockholders to be included in the contemplated Transfer and (Bii) the total number of Executive Shares owned by shares of Common Stock proposed to be Transferred to the Tagging Stockholdertransferee in the contemplated Transfer, and at the same price per share of Common Stock and upon the same terms and conditions (including including, without limitation limitation, time of payment and form of consideration) applicable as to the Transferring Stockholderbe paid and given to Blackstone; provided, provided that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 43.5(a), the a Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make as Blackstone makes in connection with the proposed Transfer of the shares by Blackstone of Common Stock (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to Blackstone, a Tagging Stockholder shall make the Transferring Stockholdercomparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself and only to itself); and provided further, further that all representations representations, warranties and warranties indemnities shall be made by the Tagging Stockholder and the Transferring Stockholder Stockholders severally and not jointly and that the liability of the Transferring Stockholder Blackstone and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and Stockholders thereunder shall be borne by each of them on a pro rata basis.

Tag-Along Rights. (a) So long Prior to the Triggering Date, each of the Holders of Subject Equity shall have the right (the "Tag-Along Right") to require the Proposed Purchaser to purchase from each of them all Subject Equity owned by such Holder in the event of any proposed direct or indirect sale or other disposition (collectively, a "Transfer") of Common Stock or Convertible Preferred Stock (whether now or hereafter issued) to any Person or Persons (such other Person or Persons being hereinafter referred to as this Appendix A remains the "Proposed Purchaser") by any Investor or Investors or any of their Affiliates in effect any transaction or series of related transactions resulting in a Warrant Change of Control. Each Investor shall notify, or cause to be notified, each Holder of Subject Equity in writing (a "Transfer Notice") of each such proposed Transfer at least 30 days prior to the date thereof. Such notice shall set forth: (a) the name of the Proposed Purchaser and Blackstone Capital Partners III Merchant Banking Fund L.P. the number of shares of Common Stock and its affiliated coother securities, if any, proposed to be transferred, (b) the name and address of the Proposed Purchaser, (c) the proposed amount of consideration and terms and conditions of payment offered by such Proposed Purchaser (if the proposed consideration is not cash, the Transfer Notice shall describe the terms of the proposed consideration) and (d) that either the Proposed Purchaser has been informed of the "Tag-investors Along Right" and has agreed to purchase Subject Equity in accordance with the terms hereof or that the Investors or any of their Affiliates will make such purchase. The Tag-Along Right may be exercised by any Holder of Subject Equity by delivery of a written notice to the Company (collectively"Tag-Along Notice"), "Blackstone") beneficially owns not less than one-fourth within 10 days of receipt of the Common Stock owned Transfer Notice, indicating its election to exercise the Tag-Along Right (the "Participating Holders"). The Tag-Along Notice shall state the amounts of Subject Equity that such Holder proposes to include in such Transfer to the Proposed Purchaser. Failure by Blackstone on any Holder to provide a Tag-Along Notice within the date hereof, 10-day notice period shall be deemed to constitute an election by such Holder not to exercise its Tag-Along Right. The closing with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant sale to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee Proposed Purchaser pursuant to this Section 4, shall be held at the Tagging Stockholder must agree to make to time and place specified in the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make Transfer Notice but in connection with the proposed Transfer any event within 60 days of the shares date such Transfer Notice is given; provided that if through the exercise of reasonable efforts the Company is unable to cause such transaction to close within 60 days, such period may be extended for such reasonable period of time as may be necessary to close such transaction. Consummation of the sale of Common Stock by any Investor or any of its Affiliates to a Proposed Purchaser shall be conditioned upon consummation of the Transferring Stockholder; and provided further, that all representations and warranties shall be made sale by each Participating Holder to such Proposed Purchaser (or the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability Investor) of the Transferring Stockholder and the Tagging Stockholder (whether pursuant Subject Equity entitled to a representationbe transferred as described above, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis.if any. Additionally:

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors In the event of any proposed direct or indirect Transfer of beneficial ownership of Common Stock (whether now or hereafter issued) by Parent (in the Company case of the LLC), the LLC (collectivelyin the case of CNANV), CNANV (in the case of the Company) or a Shareholder or any of its Affiliates (in the case of Parent) (the "BlackstonePROPOSED SELLER") beneficially owns not less in any transaction or series of related transactions (including any proposed direct or indirect transfer of Common Stock by the LLC for the capital account of any Shareholder or any Affiliate having an interest in the LLC) to any Person (other than one-fourth an Excluded Transfer or a Transfer of beneficial ownership of Common Stock by the LLC to the Member of the LLC whose capital account is at such time credited with such Common Stock owned by Blackstone on upon the occurrence of a Liquidation Event) (such other Person being hereinafter referred to as the "PROPOSED PURCHASER") at any time prior to the Triggering Date, the holders of Shares and Registrable Securities shall have the irrevocable and exclusive right, but not the obligation (the "TAG-ALONG RIGHT"), to require the Proposed Purchaser to purchase from each of them up to such number of Shares and Registrable Securities (the "INCLUDED SECURITIES") determined in accordance with Section 3.3(c). The Proposed Seller shall give written notice (a "TRANSFER NOTICE") at least 30 days prior to the date hereofof the proposed Transfer (the "PROPOSED TRANSFER DATE") to the holders of Shares and Registrable Securities stating (i) the name and address of the Proposed Purchaser, (ii) the proposed amount of consideration, terms and conditions of payment offered by such Proposed Purchaser (if the proposed consideration is not cash, the Transfer Notice shall describe the terms of the proposed consideration) and the time and place of the closing for the proposed Transfer, (iii) the number of shares of Common Stock and other securities proposed to be directly or indirectly Transferred by the Proposed Seller and/or its Affiliates and (iv) either that the Proposed Purchaser has been informed of the Tag-Along Right and has agreed to purchase Shares and Registrable Securities in accordance with the terms hereof or that the Proposed Seller or any of its Affiliates will make such purchase. The Tag-Along Right shall be exercised by any or all of the holders of Shares and Registrable Securities by giving written notice to the Issuers of the Shares or Registrable Securities proposed to be sold ("TAG-ALONG NOTICE"), within 20 days of receipt of the Transfer Notice, indicating its election to exercise the Tag-Along Right (the "PARTICIPATING HOLDERS"). The Tag-Along Notice shall state the amount of Shares and Registrable Securities that such holder proposes to include in such Transfer to the Proposed Purchaser. Failure by any holder to give such notice within the 20-day period shall be deemed an election by such holder not to sell its Shares and Registrable Securities pursuant to that Transfer. The closing with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant sale to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee Proposed Purchaser pursuant to this Section 4, shall be held at the Tagging Stockholder must agree to make to time and place specified in the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make Transfer Notice but in connection with the proposed Transfer any event within 60 days of the shares Proposed Transfer Date; PROVIDED that if through the exercise of reasonable efforts the Proposed Seller or any of its Affiliates is unable to cause such transaction to close within 60 days, such period may be extended for such reasonable period of time as may be neces- sary to close such transaction. Consummation of the sale of Common Stock or other securities by the Proposed Seller and/or its Affiliates to a Proposed Purchaser shall be conditioned upon consummation of the Transferring Stockholder; and provided further, that all representations and warranties shall be made sale by each Participating Holder to such Proposed Purchaser (or the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability Proposed Seller) of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representationIncluded Securities, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisif any.

Tag-Along Rights. In the event a Stockholder is permitted, pursuant to Section 4.1(a)(iv) hereof (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and but subject to the provisions of Section 4.3(f)), to Transfer any or all of its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by BlackstoneRestricted Securities, other than pursuant to an Excused Transfer, such Stockholder (other than a Transfer holder of Warrant Shares) shall deliver a written notice (ithe “Sale Notice”) to any affiliate each other Stockholder and the Company. Such Sale Notice shall contain a complete description of Blackstone or any stockholderthe terms of the proposed Transfer, partner or other equity owner including without limitation the number of Restricted Securities to be transferred, identity of the proposed transferee, purchase price offered, terms of payment and time for performance, as well as copies of any document, including if applicable any letter of intent, relating to such affiliate proposed Transfer. Each Stockholder may elect to participate in the contemplated Transfer by delivering written notice to the Stockholder(s) initiating the Sale Notice (the “Selling Stockholder(s)”) and the Company within 30 days after receipt by the Stockholders of the Sale Notice, which notice shall indicate the number of Restricted Securities desired to be sold by such electing Stockholder (the “Participating Stockholder”). Each Selling Stockholder and each Participating Stockholder will be entitled to sell in the contemplated sale, at the same price and on the same terms (including the making of the same representations and warranties (but no Stockholder will be required to enter into indemnification or Blackstone or (ii) pursuant to a Public Offeringcontribution obligations that are joint and several with any other Person)), the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up Restricted Securities equal to the product (rounded up to the nearest whole number) of (Ai) the quotient determined by dividing the number of Restricted Securities (xon a Fully-diluted basis) desired to be sold by such Stockholder by the aggregate number of Shares owned by Blackstone Restricted Securities (on a Fully-diluted basis) desired to be included sold by the Selling Stockholder(s) and all Participating Stockholders, and (ii) the number of Restricted Securities to be sold in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Transfer. Each Selling Stockholder agrees to make use reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in connection the contemplated transfer, and each Selling Stockholder agrees not to transfer any Restricted Securities to the prospective transferee(s) if any such transferee declines to allow the participation of the Participating Stockholders in accordance with the proposed Transfer terms of this Section 4.2. Notwithstanding anything to the shares contrary in this Section 4.2, no Stockholder shall have a right to participate in any sale of Common Stock of Restricted Securities to the Transferring Stockholder; and extent a Selling Stockholder is selling Restricted Securities to one or more other Stockholders and/or the Company in accordance with Section 4.3 hereof, provided further, that all representations and warranties shall be made by Sterling may not sell Restricted Securities to the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether Company pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisSection 4.3 without complying with this Section 4.2.

Tag-Along Rights. 10.1 If, during the Lock-Up Period, any “Stockholder” (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors defined in the Company (collectively, "Blackstone"Oak Valley Registration Rights Agreement) beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect proposes or agrees to any proposed Transfer by Blackstone (in such capacity, transfer all or a "Transferring Stockholder") of 50% or more portion of the shares of Earthstone Common Stock then (including beneficial ownership with respect thereto) held by Blackstonesuch Person that are not sold as part of a public offering (each such Person, other than a Transfer (i“Tag-Along Selling Holder”) to any affiliate a Person that is not an Affiliate of Blackstone such Tag-Along Selling Holder, then each Stockholder will have the right to participate in such transfer as provided herein; provided, however, that the foregoing provisions will not apply to transfers by gift of a de minimis number of shares to immediate family members of the transferor (or any stockholder, partner or other equity owner trusts for the sole benefit of immediate family members). Not later than thirty (30) days prior to the consummation of any such affiliate transaction, the Tag-Along Selling Holder will deliver or Blackstone or cause to be delivered a notice to each Stockholder, which notice will specify the terms and conditions of the proposed sale and the maximum number of shares of Earthstone Common Stock the purchaser is willing to purchase on the same terms. Each Stockholder will have fifteen (ii15) days from the receipt of such notice in which to elect to participate in the transfer pursuant to the rights granted herein, and each such Stockholder who so elects to participate, together with each Tag-Along Selling Holder, will be referred to as a Public Offering, “Tag-Along Participant.” Oak Valley agrees that it will not transfer beneficial ownership of any shares of Earthstone Common Stock prior to the Transferring Stockholder shall have end of the obligationLock-Up Period unless the proposed transferee of such beneficial ownership agrees in writing to be bound by the provisions of this Section 10, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant parties to this Agreement agree that any purported transfer of any such beneficial ownership not in compliance with this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities 10 will be null and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisvoid ab initio.

Tag-Along Rights. If any Investor (athe “Transferring Investor”) So long as this Appendix A remains desires to Transfer all or any portion of any of its Units to any Person(s) (other than pursuant to another Exempt Transfer), it must first deliver to all of the other Unitholders (the “Other Securitvholders”) a written notice (the “Sale Notice”) in which the prospective Transferring Investor states the price and other material terms and conditions on which they propose to effect such Transfer of such Units, or portion thereof, and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns identity of the proposed Transferee(s). Such notice shall be delivered not less than one-fourth 30 days prior to the closing of the Common Stock owned by Blackstone proposed Transfer. Each Other Unitholder to whom such a Sale Notice is required to be given may within 15 days following receipt of the Sale Notice, give to the Company and the Transferring Investor a written notice (“Tag-Along Notice”) indicating that it desires to participate in such Transfer. If any Other Unitholders have elected to participate in such Transfer, each of the Transferring Investor and such Other Unitholders will be entitled to sell in the contemplated Transfer, at the same price and on the date hereofsame terms and conditions, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up Units of each type of Units contemplated as being Transferred equal to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the number of Units of such type owned by such person by the aggregate number of Shares Units of such type owned by Blackstone to be included the Transferring Investor and the Other Unitholders participating in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated such Transfer and (B) the total number of Executive Shares owned by units of such type of Units to be sold in the Tagging Stockholdercontemplated Transfer. Notwithstanding the foregoing, and at (x) in the same price per share event that the Transferring Investor intends to Transfer more than one type of Common Stock and upon Units, the same terms and conditions Other Unitholders participating in such Transfer shall be required to sell in the contemplated Transfer a pro rata portion of each type of Units contemplated as being Transferred (including without limitation time of payment and form of consideration) applicable to the extent such Other Unitholders own any Units of such other type), which portion shall be determined in the manner set forth immediately above, (y) the purchase price being paid on account of Preferred Units shall be allocated among the Transferring Stockholder; provided, that in order Investors transferring Preferred Units on the basis of the amount of Unreturned Preferred Capital and Unpaid Preferred Yield with respect to such Preferred Units and (z) the consideration to be entitled received by any holder of rights to exercise his acquire Common Units or Preferred Units participating in such sale that has not exercised the right to sell shares of acquire Common Stock Units or Preferred Units shall be after giving effect to the proposed transferee exercise price therefor. No Transfer pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that 9.4 shall be considered an Exempt Transfer unless the Transferring Stockholder agrees to make in connection Investor has complied with the proposed terms of this Section 9.4. All expenses and costs of any Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties pursuant to this Section 9.4 shall be made for the account of and paid by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities Other Unitholders participating in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basissuch Transfer.

Tag-Along Rights. (a) So long as this Appendix A remains If Symmetric elects to sell (either in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone"a single or a series of related transactions) beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50shares representing 25% or more of the shares (collectively the “Symmetric Shares”) of Common Stock then held owned by BlackstoneSymmetric and Nahmad (such shares desired to be so Transferred, the “Transferor Shares”)) to an unaffiliated third party (a “Tag Buyer”), then, at least 30 days prior to the date upon which Symmetric intends to consummate such Transfer, Symmetric shall give written notice thereof which notice shall set forth the consideration to be paid by the Tag Buyer, and the other than material terms and conditions of such transaction (such notice, the “Transferor Notice”). Each Seller shall have the right (the “Tag-Along Right”) to sell to the Tag Buyer, at such Seller’s option, the percentage of his Seller Shares equal to the percentage of the Transferor Shares being Transferred in the transaction compared to all of Symmetric Shares owned by Symmetric at that time (the “Ratable Percentage Shares”), on the same terms and conditions, including price, upon which Symmetric is Transferring the Transferor Shares. Each Seller shall have 30 days following receipt of the Transferor Notice to elect to sell all or a Transfer portion of the Seller’s Ratable Percentage Shares. The failure of the Seller to notify Symmetric of its election of the Tag-Along Right within such 30 day period shall be deemed to constitute a waiver of the Seller’s Tag-Along Right with respect to such Transfer. If the Tag Buyer is unwilling to purchase the Transferor Shares and all of the Seller Shares desired to be sold by the Seller if he is exercising the Tag-Along Right, then, at Symmetric’s sole option, either (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone the transaction shall not be consummated or (ii) pursuant each of the Transferor Shares and the Seller Shares desired to be sold in the transaction by Seller exercising the Tag-Along Right shall be ratably reduced to equal an amount of shares determined by multiplying the Transferor Shares or the applicable Seller Shares, as the case may be, by a Public Offeringfraction, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number numerator of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) which is the total number of Executive shares which the Tag Buyer agrees to purchase in the transaction and the denominator of which is the total number of Transferor Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order Seller Shares desired to be entitled to exercise his right to sell shares of Common Stock to sold in the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basistransaction.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) Subject to Section 2(c)(i), at least 15 business days prior to the Transfer by any CDP Investor (to the extent that the CDP Investors constitute the Majority Common Holders) or any Guggenheim Entity (to the extent that the Guggenheim Investors constitute the Majority Common Holders), (the “Transferring Equityholder”) of any class or series of any type of Equityholder Units to any affiliate Person(s) (other than pursuant to a Public Offering or pursuant to an Approved Company Sale), the applicable Transferring Equityholder shall deliver a written notice (the “Transfer Notice”) to (x) in the case where any CDP Investor is the Transferring Equityholder, each of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone the Investors or (ii) pursuant in the case where any Guggenheim Investor is the Transferring Equityholder, to a Public Offeringeach of the Xxxxx Investors, the Transferring Stockholder shall have New Purchaser Investors and the obligationCDP Investors (the contemplated recipients of such notice being referred to as the “Recipient Equityholders”), (with a copy of such notice to the Company), specifying in reasonable detail the identity of the prospective transferee(s), the type, class or series, and the Executive number of the Equityholder Units to be Transferred, and the Permitted Affiliates shall have other material terms and conditions of such contemplated Transfer, including the right, cash (or cash equivalent) purchase price therefor. Any Recipient Equityholder may elect to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (participate in such capacitycontemplated Transfer by delivering written notice to the applicable Transferring Equityholder within 15 business days after delivery of the applicable Transfer Notice. If any Recipient Equityholder elects to participate in such Transfer, a "each Recipient Equityholder who elects to participate (the “Tagging Stockholder"Investors”, and collectively with the applicable Transferring Equityholder, the “Participating Equityholders”) shall be entitled to sell in such contemplated Transfer, at the same price and on the same terms, up to a number of the Executive Shares up each class or series of each type of Equityholder Units to be sold in such contemplated Transfer equal to the product (rounded up to the nearest whole number) of (Ax) the quotient determined by dividing (x) the percentage of such class or series of such type of Equityholder Units owned by such Tagging Investor by the aggregate number percentage of Shares such class or series of such type of Equityholder Units owned collectively by Blackstone to be included in all of the contemplated Transfer by Participating Equityholders and (y) the aggregate number of Shares owned such class or series of such type of Equityholder Units to be sold in such contemplated Transfer. Each Tagging Investor shall pay its pro rata share (based on the amount of consideration received) of the reasonable out-of-pocket expenses incurred by Blackstone immediately prior to the contemplated Participating Equityholders in connection with such Transfer and (B) the total number of Executive Shares owned shall take all reasonably necessary and desirable actions as reasonably directed by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make Equityholder in connection with the proposed Transfer consummation of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basissuch Transfer.

Tag-Along Rights. (ai) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with With respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer pursuant to Sections 9.2 or 9.3) by a Class A Member or Class A Members (icollectively, the “Selling Members”) of Company Interests to any affiliate Person who is not a Permitted Transferee thereof and which Transfer has been approved by the prior written consent of Blackstone or any stockholderboth WCAS and SEM (a “Proposed Sale”), partner or each Class A Member (other equity owner of any such affiliate or Blackstone or than the Selling Members) who exercises its rights under this Section 9.1 (iieach a “Tagging Member”) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and right to include in the Executive and the Permitted Affiliates shall have the right, Proposed Sale to require the proposed transferee to offer to purchase from of such Class A Interests (the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder"“Proposed Transferee”) a number of the Executive Shares Class A Interests up to the product (rounded up down to the nearest whole number) of (Ai) the quotient determined by dividing (xA) the aggregate number of Shares Class A Interests owned by Blackstone to be included in the contemplated Transfer such Tagging Member by (yB) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer Class A Interests then outstanding and (Bii) the total number of Executive Shares owned by Class A Interests proposed to be Transferred to the Tagging StockholderProposed Transferee, and at the same price per share of Common Stock Company Interest and upon the same terms and conditions (including without limitation time of payment payment, amount, form and form choice of considerationconsideration and adjustments to purchase price) applicable as the Selling Members; provided that to the Transferring Stockholderextent one or more Members elect not to sell his, her or its entire allotment, then the allotment of the Tagging Members who have elected to sell their entire allotment (and who elect to sell additional Class A Interests) shall be increased proportionately among such electing Members who wish to sell additional Class A Interests based on their relative holdings up to the full amount of Class A Interests which the non-electing Members were entitled to sell pursuant to this Section 9.1; provided, further that in order to be entitled to exercise his its right to sell shares of Common Stock the Company Interests to the proposed transferee Proposed Transferee pursuant to this Section 49.1, each Tagging Member, if requested by the Tagging Stockholder must Selling Members or the Proposed Transferee, (x) shall agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that covenants as the Transferring Stockholder agrees Selling Members agree to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and Proposed Sale (provided further, that all representations and warranties no Tagging Member shall be made by the required to agree to any covenant not to compete or any covenant that would bind or restrict any Affiliate of a Tagging Stockholder Member that is not itself a Member), (y) shall be obligated to join individually and the Transferring Stockholder severally ratably (and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreementseverally) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisbasis (based on the proceeds to be received by such Tagging Member in connection with the Proposed Sale but that in no event exceeds the amount of consideration otherwise received by the Tagging Member in connection with such Proposed Sale) in any pro rata indemnification that the Selling Members agree to provide in connection with the Proposed Sale (provided that no Tagging Member shall be required to share in any indemnification obligations relating to a breach of a representation, warranty or covenant relating solely to another Member or such other Member’s Company Interests, such as with respect to title to Company Interests or authorization of a Member to enter into transaction agreements (such obligations to be borne solely by the other Member)) and (z) shall make such representations and warranties concerning itself and the Company Interests to be sold by it in connection with such Transfer as each Selling Member makes with respect to itself and its Company Interests (and provide sole indemnity with respect thereto consistent with any indemnification provided by each Selling Member with respect to its representations and warranties); provided, further, that, payment of cash consideration to any Tagging Member entitled to receive less than $100,000 in connection with any such Transfer may be made by check regardless of whether other participating Members receive payment by check or wire transfer of immediately available funds.

Tag-Along Rights. (a) So long If any Class A-2 Member, Class C Member or the GM Investor or its Affiliates in their capacity as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in a Class F Preferred Member or Class G Preferred Member (the Company “Transferring Holder”) proposes to Transfer Class A-2 Preferred Shares, Class C Common Shares, Class F Preferred Shares, or Class G Preferred Shares (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to or any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then other Equity Securities held by Blackstone, such Member) to an Independent Third Party prior to an IPO (other than a any Transfer (i) to any affiliate of Blackstone or any stockholderas provided in Section 9.08, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to as provided in Section 9.09, (iii) in connection with Section 9.10 or (iv) as provided in Section 9.12), then the Transferring Holder(s) shall deliver a Public Offeringwritten notice (such notice, the Transferring Stockholder shall have “Tag Notice”) to the obligationCompany, each Class D Member, each Class A-1 Preferred Member, each Class E Member, each Class F Preferred Member, and each Class G Preferred Member (the Executive “Participation Members,” provided that, for clarity, such Transferring Holder will not be a Participation Member in its capacity as a Class F Preferred Member or Class G Preferred Member, notwithstanding that such Transferring Holder may hold Class F Preferred Shares and Class G Preferred Shares) at least thirty (30) days prior to making such Transfer, specifying in reasonable detail the identity of the prospective transferee(s), the number of Class A-2 Preferred Shares or Class C Common Shares (or any other Equity Securities held by such Members) to be Transferred and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive price and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number other terms and conditions of the Executive Shares up Transfer. Each Participation Member may elect to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included participate in the contemplated Transfer in the manner set forth in this Section 9.07 by delivering an irrevocable written notice to the Transferring Holder(s) within fifteen (y15) days after delivery of the aggregate Tag Notice, which notice shall specify the number of Class A-1 Preferred Shares, Class D Common Shares, Class E Common Shares, Class F Preferred Shares, and Class G Preferred Shares owned (or any other Equity Securities held by Blackstone immediately such Members) that such Participation Member desires to include in such proposed Transfer. If none of the Participation Members gives such notice prior to the contemplated expiration of the fifteen (15) day period for giving such notice, then the Transferring Holder(s) may Transfer and such Class A-2 Preferred Shares or Class C Common Shares (Bor any other Equity Securities held by such Members) the total number of Executive Shares owned by the Tagging Stockholder, and to any Person at the same price per share of Common Stock and upon the same on other terms and conditions (including without limitation time of payment and form of consideration) applicable that are no more favorable, in the aggregate, to the Transferring Stockholder; providedHolder(s) than those set forth in the Tag Notice. If any Participation Members have irrevocably elected to participate in such Transfer prior to the expiration of the fifteen (15) day period for giving notice, that in order to each Participation Member shall be entitled to exercise his right sell in the contemplated Transfer a total number of Class A-1 Preferred Shares with respect to sell shares of Class A-1 Preferred Members, Class D Common Stock Shares with respect to Class D Members, Class E Common Shares with respect to Class E Members, Class F Preferred Shares with respect to Class F Preferred Members, and Class G Preferred Shares with respect to Class G Preferred Members (the “Tagged Shares”) to be sold in the Transfer, to be calculated according to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis.following methodology:

Tag-Along Rights. (a) So For so long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company Investor holds at least forty percent (collectively, "Blackstone"40%) beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstonepurchased pursuant to the Stock Purchase Agreement, the Identified Stockholders agree as follows: If at any time any one or more of the Identified Stockholders (each, a “Seller Party” and, collectively, the “Seller Parties”) propose to enter into an agreement (or substantially contemporaneous agreements, whether or not with the same or Affiliated parties) to sell or otherwise dispose of for value Common Stock in one or more related transactions other than in one or more related Exempt Transactions (such sale or other disposition for value being referred to as a Transfer “Tag-Along Sale”), then such Seller Party or Seller Parties shall afford the Investor the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 3.3. The number of shares of Common Stock that the Investor shall be entitled to include in such Tag-Along Sale (the “Tag-Along Allotment”) shall be determined by multiplying (i) the number of shares of Common Stock to any affiliate of Blackstone be sold or any stockholder, partner or other equity owner of any such affiliate or Blackstone or otherwise disposed pursuant to the Tag-Along Sale by (ii) pursuant to a Public Offeringfraction, the Transferring Stockholder numerator of which shall have equal the obligationnumber of shares of Common Stock beneficially owned by the Investor on a Fully Diluted Basis as of the close of business on the day immediately prior to the date of the Tag-Along Sale Notice (the “Tag-Along Notice Date”) and the denominator of which shall equal the total number of shares of Common Stock that are beneficially owned by the Seller Party or Seller Parties, as the case may be, and the Executive Investor on a Fully Diluted Basis as of the close of business on the day immediately prior to the Tag-Along Notice Date. The relevant Seller Party or Seller Parties, as the case may be, shall provide the Investor with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) days nor less than thirty (30) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall be accompanied by a copy of any written agreement relating to the Tag-Along Sale and shall set forth: (i) the name and address of each proposed transferee of shares of Common Stock in the Tag-Along Sale, (ii) the number of shares of Common Stock proposed to be transferred by such Seller Party or Seller Parties, as the case may be, (iii) the proposed amount and form of consideration to be paid for such shares of Common Stock and the Permitted Affiliates shall have the rightterms and conditions of payment offered by each proposed transferee, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (xiv) the aggregate number of Shares shares of Common Stock beneficially owned by Blackstone to be included in the contemplated Transfer by (y) Seller Party or Seller Parties, as the aggregate number case may be, on a Fully Diluted Basis as of Shares owned by Blackstone the close of business on the day immediately prior to the contemplated Transfer and Tag-Along Notice Date, (Bv) the total Investor’s Tag-Along Allotment assuming the Investor elected the sell the maximum number of Executive Shares owned by the Tagging Stockholder, and at the same price per share shares of Common Stock possible, (vi) confirmation that the proposed transferee has been informed of the Tag-Along Rights provided for herein and upon has agreed to purchase shares of Common Stock from the same Investor in accordance with the terms hereof and (vii) the Tag-Along Sale Date. If the Investor wishes to participate in the Tag-Along Sale, it shall provide written notice (the “Investor Tag-Along Notice”) to the relevant Seller Party or Seller Parties, as the case may be, no less than fifteen (15) days prior to the Tag-Along Sale Date. The Investor Tag-Along Notice shall set forth the number of shares of Common Stock that the Investor elects to include in the Tag-Along Sale, which shall not exceed the Tag-Along Allotment. The Investor Tag-Along Notice shall constitute the Investor’s binding agreement to sell the shares of Common Stock specified in the Tag-Along Notice on the terms and conditions applicable to the Tag-Along Sale; provided, however, that in the event that there is any material change in the terms and conditions of such Tag-Along Sale applicable to the Investor (including without limitation time of payment and form of consideration) applicable any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in the agreement relating to the Transferring Stockholder; providedTag-Along Sale) after the Investor gives the Investor Tag-Along Notice, that in order then, notwithstanding anything herein to be entitled to exercise his the contrary, the Investor shall have the right to sell withdraw from participation in the Tag-Along Sale with respect to all, but not less than all, of its shares of Common Stock to affected thereby. If the proposed transferee pursuant to this Section 4, does not consummate the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer purchase of all of the shares of Common Stock requested to be included in the Tag-Along Sale by the Investor on the same terms and conditions applicable to the Seller Party or Seller Parties, as the case may be, then such Seller Party or Seller Parties, as the case may be, shall not consummate the Tag-Along Sale of any of its shares of Common Stock to such transferee, unless the shares of Common Stock of such Seller Party or Seller Parties, as the case may be, and the Investor to be sold are reduced or limited pro rata in proportion to the respective number of shares of Common Stock actually sold in any such Tag-Along Sale and all other terms and conditions of the Transferring Stockholder; and provided furtherTag-Along Sale are the same for such Seller Party or Seller Parties, that all representations and warranties shall be made by as the Tagging Stockholder case may be, and the Transferring Stockholder severally and Investor. If an Investor Tag-Along Notice from the Investor is not jointly and that received by such Seller Party or Seller Parties, as the liability case may be, prior to the fifteen (15) day period specified above, such Seller Party or Seller Parties, as the case may be, shall have the right to consummate the Tag-Along Sale without the participation of the Transferring Stockholder Investor, but only on terms and conditions which are no more favorable in any material respect to such Seller Party or Seller Parties, as the Tagging Stockholder case may be, (whether and, in any event, at no greater a purchase price, except as the purchase price may be adjusted pursuant to the agreement relating to the relevant Tag-Along Sale) than as stated in the Tag-Along Sale Notice and only if such Tag-Along Sale occurs on a representation, warranty, covenant, indemnification provision or agreementdate within thirty (30) for liabilities in respect days of the Company Tag-Along Sale Date. If such Tag-Along Sale does not occur within such thirty (30) day period, the shares of Common Stock that were to be subject to such Tag-Along Sale thereafter shall continue to be evidenced subject to all of the restrictions contained in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisthis Section 3.3.

Tag-Along Rights. (ai) So long as this Appendix A remains in effect Subject to prior compliance with the provisions of Section 9.3(a) relating to first refusal rights for the benefit of Eligible Investors, and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company prior to a Final Exit Event or an Initial Public Offering, any Member (collectively, "Blackstone"an “Initiating Member”) beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect who proposes to any proposed make a Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, Units to a Person who is not a Permitted Transferee of such Member (other than a Transfer pursuant to Section 9.3(b)) (ia “Tag-Along Transaction”), shall give written notice (a “Tag-Along Notice”) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, all Common Unitholders setting forth the Transferring Stockholder shall have the obligation, purchase price and the Executive terms and conditions of the Permitted Affiliates Tag-Along Transaction. 59 Thereafter, each Common Unitholder shall have the right, but not the obligation, to require the proposed transferee elect to offer to purchase from the Executive and the Permitted Affiliates (participate in such capacityTag-Along Transaction with respect to its Common Units by delivering written notice to the Initiating Member within 20 Business Days after receipt of a Tag-Along Notice. If any such Common Unitholder elects to participate in such proposed Tag-Along Transaction (each, a "“Tagging Stockholder"Member”), each Tagging Member will be entitled to participate in the Tag-Along Transaction at the same time and on the same terms as the Initiating Member; provided that, (A) a number of the Executive Shares each Tagging Member shall be entitled to sell up to the product portion of Common Units Transferred in such Tag-Along Transaction equal to its pro rata share (rounded up to the nearest whole numberbased on each Tagging Member’s respective Fully-Funded Percentage Interest) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone all Common Units proposed to be included Transferred in the contemplated Transfer by such Tag-Along Transaction (y“Tag Percentage”) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to Initiating Member shall be entitled to exercise his right sell the portion of its Common Units equal to sell shares its pro rata share (based on the Initiating Member’s Fully-Funded Percentage Interest) of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer all of the shares Common Units proposed to be Transferred in such Tag-Along Transaction plus any portion of its Common Stock of Units that can be Transferred in such Tag-Along Transaction in the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the event any Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant Member elects to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisTransfer less than its Tag Percentage.

Tag-Along Rights. (a) So long as this Appendix A remains in effect Prior to an Initial Public Offering and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectivelyexcluding a Permitted Transfer, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) if Xxxxxx proposes to transfer any affiliate of Blackstone or any stockholdermembership interests in the Company, partner or the other equity owner of Members will have the right to participate in any such affiliate transfer (or Blackstone or (iiseries of related transfers) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at same proportion as Cantor on the same price per share of Common Stock and upon the same economic terms and conditions (including without limitation time of payment as to price and form of consideration) applicable (a “Cantor Tag-Along Sale”), subject to compliance with customary transfer requirements. Such Members electing to participate in the Cantor Tag-Along Sale (“Cantor Tagging Members”) shall be required to agree to the Transferring Stockholderrepresentations, warranties, covenants (including restrictive covenants) and indemnities on a several (and not joint or joint and several) basis; provided, that in order to any indemnity will (i) be entitled to exercise his right to sell shares of Common Stock to on a pro rata basis and (ii) not exceed the total purchase price received by such Cantor Tagging Member. If the proposed transferee pursuant in such Cantor Tag-Along Sale elects to this Section 4purchase less than all of the interests sought to be sold by Cantor Tagging Members, the number of membership interests in the Company to be sold to such proposed transferee shall be reduced pro rata so that each of the Cantor Tagging Stockholder must Members is entitled to sell its pro rata portion of the number of membership interests in the Company the proposed transferee elects to purchase; and (ii) if a Member other than Xxxxxx proposes to transfer any membership interests in the Company that account for more than 10% of the aggregate outstanding membership interests of the Company, the other Members (including, for the avoidance of doubt, Xxxxxx) will have the right to participate in any such transfer (or series of related transfers) in the same proportion as the initiating Member in an aggregate amount not to exceed 2X the number of membership interests proposed to be sold by the initiating Member and on the same economic terms and conditions (including as to price and form of consideration) (a “Tag-Along Sale”), subject to compliance with customary transfer requirements. The Members electing to participate in the Tag-Along Sale (“Tagging Members”) shall be required to agree to make to the transferee the same representations, warranties, covenants (including restrictive covenants, ) and indemnities on a several (and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholdernot joint or joint and several) basis; and provided furtherprovided, that all representations and warranties shall any indemnity will (i) be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisbasis and (ii) not exceed the total purchase price received by such Tagging Member. If the proposed transferee in such Tag-Along Sale elects to purchase less than all of the interests sought to be sold by Tagging Members, the number of membership interests in the Company to be sold to such proposed transferee by the Tagging Members shall be reduced pro rata.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company If at any time prior to an Initial Public Offering, (collectively, "Blackstone"i) beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% one or more of the shares of Common Stock then held by Blackstone, Members propose to Transfer to a Person (other than to one or more Permitted Transferees) a Transfer (i) to any affiliate majority of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone the LLC Interests or (ii) pursuant Parent proposes to make a Public Offeringdirect sale of a majority of the capital stock of NBC (the sellers in the case of (i) or (ii) above being hereinafter referred to as the "TRANSFERRING MEMBERS"), the Transferring Stockholder Members shall have the obligation, and each NBC Internet Holder, if the Executive and Transferring Members are NBC Holders, or each NBC Holder if the Permitted Affiliates Transferring Members are NBC Internet Holders (the "OTHER MEMBER"), who is not then in breach of this Agreement, shall have the right, to require the proposed transferee to offer to purchase from each such Other Member the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up Units equal to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number Percentage Interest of Shares owned by Blackstone to be included in the contemplated Transfer by such Other Member and (y) the aggregate number of Shares owned by Blackstone immediately prior Units or shares of capital stock proposed to be sold in the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholdersale, and at the same price per Unit or per share of Common Stock and upon the same terms and conditions (including without limitation time of payment as to be paid and form of consideration) applicable given to the Transferring Stockholder; providedMember, provided that in order to be entitled to exercise his their right to sell shares of Common Stock Units to the proposed transferee pursuant to this Section 47.6, the Tagging Stockholder Other Member must agree to make to the transferee substantially the same representations, warranties, covenants, covenants and indemnities and other similar agreements that as the Transferring Stockholder agrees Members agree to make in connection with the proposed Transfer transfer of the shares of Common Stock Units of the Transferring Stockholder; Member (other than with respect to representations, warranties, covenants and provided furtherindemnities relating to the conduct of the XXXX.xxx Business). Each Transferring Member shall give notice to the Other Member of each proposed Transfer giving rise to the rights of the Other Member set forth in the first sentence of this Section 7.3 at least 20 days prior to the proposed consummation of such Transfer, that all representations and warranties shall be made by setting forth the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability name of the Transferring Stockholder Member, the number of Units proposed to be so transferred, the name and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect address of the Company shall be evidenced proposed transferee, the proposed amount of consideration therefor and terms and conditions agreed to by the proposed transferee, the number of Units the Other Member may sell to such proposed transferee (in writings executed by them accordance with the first sentence of this Section 7.3), and a representation that the proposed transferee has been informed of the "tag-along" rights provided for in this Section 7.3 and shall be borne by each of them on a pro rata basishas agreed to purchase Units in accordance with the terms hereof.

Tag-Along Rights. (a) So long as Subject to the terms of the other Sections of this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors ARTICLE 12, including, without limitation, Section 12.2, unless Watsco Holders have, in the Company aggregate, Transferred (collectivelyexcluding for these purposes Transfers pursuant to Section 12.1(b), "Blackstone"but giving effect to proposed Transfers which are the subject of this Section 12.3) beneficially owns Membership Interests representing a Percentage Interest of not less more than onefive percent (5%) during the three-fourth year period preceding the applicable date of determination, in the event any Watsco Holder (the “Tag Seller”) proposes to Transfer (any such Transfer, a “Tag Sale”) any Membership Interests held by the Tag Seller to a third party (which, for purposes hereof, shall not include any Permitted Transferee of the Common Stock owned by Blackstone on Tag Seller) in a single transaction or in a series of related transactions, then the date hereof, with respect Watsco Deciding Member shall provide written notice to any proposed Transfer by Blackstone the Carrier Deciding Member (in such capacity, a "Transferring Stockholder") of 50% or more the “Tag Notice”). The Tag Notice shall specify the identity of the shares prospective purchaser and the terms and conditions of Common Stock then held by Blackstonesuch proposed Transfer, other than a Transfer (i) to any affiliate of Blackstone or any stockholderincluding, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offeringwithout limitation, the Transferring Stockholder number of Membership Interests proposed to be transferred and the amount and type of consideration to be paid in respect thereof. Subject to the terms and conditions of this Section 12.3, the Carrier Deciding Member shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, right to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (participate in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at Tag Sale for the same price per share of Common Stock consideration and upon on the same terms and conditions (including without limitation time set forth in the Tag Notice and to Transfer a number of payment and form of consideration) applicable its Membership Interests equal to the Transferring Stockholder; provided, that in order number of Membership Interests proposed to be entitled sold by the Tag Seller multiplied by a fraction, the numerator of which is the Percentage Interest of the Carrier Holders, in the aggregate, and the denominator of which is the aggregate Percentage Interest of the Carrier Holders and the Watsco Holders, and the number of Membership Interests to exercise his right to sell shares of Common Stock be sold by the Tag Seller pursuant to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties Tag Sale shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability reduced accordingly. This right of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company co-sale shall be evidenced in writings executed by them on the following terms and the transferee and shall be borne by each of them on a pro rata basis.conditions:

Tag-Along Rights. (a) So long Subject to Section 3.4(h) and receipt of prior written approval of any applicable Stockholder as this Appendix A remains may be required pursuant to Section 3.1 and/or Section 3.2, (x) if any Initiating Tag-Along Seller proposes to transfer all or a portion of their DTI Securities to any Person (other than to a Permitted Transferee of such Initiating Tag-Along Seller) or (y) a Sale Transaction is entered into by the MD Stockholders that either is a Qualified Sale Transaction or has been approved by the SLP Stockholders (each of the transfers in effect the foregoing clauses (x) and Blackstone Capital Partners III Merchant Banking Fund L.P. (y), a “Tag-Along Sale”), then the Initiating Tag-Along Seller shall give, or direct the Company to give and the Company shall so promptly give, written notice (a “Tag-Along Sale Notice”) of such proposed transfer to all Eligible Tag-Along Sellers with respect to such Tag-Along Sale at least fifteen (15) days prior to each of the consummation of such proposed transfer and the delivery of a Tag-Along Sale Notice setting forth (i) the number and type of each class of DTI Securities proposed to be transferred, (ii) the consideration to be received for such DTI Securities by such Initiating Tag-Along Seller, including (in the case of any transfer by the MD Stockholders) any Additional Consideration received, (iii) the identity of the purchaser (the “Tag-Along Buyer”), (iv) a copy of all definitive documents relating to such Tag-Along Sale, including all documents that the Eligible Tag-Along Seller would be required to execute in order to participate in such Tag-Along Sale and all other agreements or documents referred to, or referenced, therein, (v) a detailed summary of all material terms and conditions of the proposed transfer, (vi) the fraction, expressed as a percentage, determined by dividing the number of DTI Securities to be purchased from the Initiating Tag-Along Seller and its affiliated coPermitted Transferees by the total number of DTI Securities held by the Initiating Tag-investors Along Seller and its Permitted Transferees (the “Tag-Along Sale Percentage”) and (vii) an invitation to each Eligible Tag-Along Seller to irrevocably agree to include in the Company (collectively, "Blackstone") beneficially owns not less than oneTag-fourth Along Sale up to a number of DTI Securities held by such Eligible Tag-Along Seller equal to the product of the Common Stock owned total number of DTI Securities held by Blackstone on such Eligible Tag-Along Seller multiplied by the date hereofTag-Along Sale Percentage, subject to adjustment pursuant to the Tag-Along Sale Priority and the Tag-Along Sale Proration as contemplated in Section 3.4(c) (such amount of DTI Securities with respect to each Eligible Tag-Along Seller, such Eligible Tag-Along Seller’s “Tag-Along Shares”). In the event that any MD Related Party directly or indirectly receives any compensation or other consideration or benefit arising out of or in connection with the applicable Tag-Along Sale (other than any bona fide cash and/or equity compensation (whether in the form of an initial equity grant or otherwise) for service as an executive officer of the acquiring or surviving company or any of their Subsidiaries or, with respect to MD Related Parties, any proposed Transfer by Blackstone bona fide commercial arrangement that is not a “Related Party Transaction” (as defined in such capacity, a "Transferring Stockholder"the Sponsor Stockholders Agreement) of 50% or more because of the shares proviso of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone the definition thereof between an MD Related Party and the proposed Tag-Along Buyer or any stockholderof its Affiliates which commercial arrangement has been binding and in full force and effect (or, partner or other equity owner in the absence of any such affiliate or Blackstone or a binding legal arrangement, to the extent a course of dealing has been in place) for at least twelve (ii12) months prior to the date that the Tag-Along Sale Notice is provided to the Eligible Tag-Along Seller) pursuant to a Public Offeringany non-competition, non-solicitation, no-hire, or other arrangement separate from the transfer of the DTI Securities of the Company (“Additional Consideration”), the Transferring value of such Additional Consideration (as reasonably determined by the Board of the Company, subject to the consent of the SLP Stockholders not to be unreasonably withheld, conditioned or delayed) shall be deemed to have been part of the consideration paid or payable to the MD Stockholders in respect of their DTI Securities in such Tag-Along Sale and shall be reflected in the amount offered by the Tag-Along Buyer set forth in the applicable Tag-Along Sale Notice. In the event that more than one MD Stockholder, more than one MSD Partners Stockholder or more than one SLP Stockholder, as the case may be, proposes to execute a Tag-Along Sale as an Initiating Tag-Along Seller, then all such transferring MD Stockholders, MSD Partners Stockholders and/or SLP Stockholders, as the case may be, shall have be treated as the obligationInitiating Tag-Along Seller, and the Executive DTI Securities held and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included transferred by such MD Stockholders, MSD Partners Stockholders or SLP Stockholders, as the case may be, shall be aggregated as set forth in Section 6.16, including for purposes of calculating the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring StockholderTag-Along Sale Percentage; provided, that if the group of stockholders treated as the Initiating Tag-Along Seller pursuant to this sentence includes any SLP Stockholders, then the Tag-Along Sale Percentage applicable to the New Class C Stockholders shall be calculated as if the SLP Stockholders are the only stockholders treated as the Initiating Tag-Along Seller. Notwithstanding anything in order this Section 3.4 to the contrary, but subject to Section 3.4(c), if the Initiating Tag-Along Seller is transferring DTI Common Stock or vested in-the-money Company Stock Options in such Tag-Along Sale, each of the Eligible Tag-Along Sellers shall be entitled to exercise his right to sell shares transfer the same proportion of DTI Securities held by such Eligible Tag-Along Seller as the proportion of the Initiating Tag-Along Seller’s DTI Common Stock and vested in-the-money Company Stock Options relative to the proposed transferee pursuant to this Section 4, Initiating Tag-Along Seller’s total number of such DTI Securities that are being sold by the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make Initiating Tag-Along Seller in connection such Tag-Along Sale (with the proposed Transfer each vested in-the-money Company Stock Option counting as a share of DTI Common Stock for purposes of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisforegoing calculation).

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors Except in the case of a transfer pursuant to Section 4.2, if, at any time prior to an IPO, any Crestview Stockholder (a “Tag-Along Selling Stockholder”) proposes to transfer Common Shares or New Securities of the Company to one or more Persons other than any Crestview Excluded Transferee (collectivelya “Tag-Along Purchaser”) (excluding any transfer or transfers of Common Shares that, "Blackstone"in the aggregate for all such transfers, do not represent more than five percent (5%) beneficially owns not less than one-fourth of the Common Stock owned Shares held by Blackstone on the Crestview Stockholders as of the date hereof, with respect ) (such transfer pursuant to any proposed Transfer by Blackstone (in such capacitythis Section 4.1, a "Transferring Stockholder"“Tag-Along Sale”), then each other Stockholder (each, a “Tag-Along Rightholder”) of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligationright to transfer to such Tag-Along Purchaser, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions as the Tag-Along Selling Stockholder as set forth in the Tag-Along Notice, up to a number of Common Shares or such class of New Securities, as applicable, held by such Tag-Along Rightholder as of the date of the Tag-Along Notice (including without limitation the “Tag-Along Offered Shares”) such that (i) the quotient obtained by dividing (A) the number of Common Shares or such class of New Securities, as applicable, to be sold by such Tag-Along Rightholder in such Tag-Along Sale by (B) the number of Common Shares or such class of New Securities, as applicable, owned by such Tag-Along Rightholder as of the time of payment and form the Tag-Along Sale is equal to (ii) the quotient obtained by dividing (A) the number of consideration) applicable to the Transferring Stockholder; providedCommon Shares or such class of New Securities, that in order as applicable, to be entitled to exercise his right to sell shares sold by the Tag-Along Selling Stockholders in such Tag-Along Sale by (B) the number of Common Stock to Shares or such class of New Securities, as applicable, owned by the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer Tag-Along Selling Stockholder(s) as of the shares time of the Tag-Along Sale, and the number of Common Stock Shares or such class of New Securities, as applicable, to be sold by the Transferring Stockholder; and provided further, that all representations and warranties Tag-Along Selling Stockholder shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basiscorrespondingly reduced.

Tag-Along Rights. The Craft Holder delivering the Craft Transaction Notice shall first offer to all (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns but not less than one-fourth of all) other Holders the Common Stock owned by Blackstone right to participate in such Craft Transaction on the date hereof, with respect same terms and conditions as those offered to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, Craft Holder; provided that each such other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder Holder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, right to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (sell in such capacity, a "Tagging Stockholder"Craft Transaction up to (but not more than) a number of the Executive Shares up Restricted Securities equal to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned Restricted Securities held by such other Holder and (y) the Individual Craft Holder Proportion of such Craft Holder (such number of Restricted Securities as to such other Holder, the “Tag-Along Securities”). Each such other Holder that desires to participate in such Craft Transaction (a “Tag-Along Holder”) shall, within ten (10) Business Days of receipt of the Craft Transaction Notice, deliver written notice to such Craft Holder indicating such Tag-Along Holder’s intention to participate in such Craft Transaction and specifying the number of Tag-Along Securities such Tag-Along Holder would like to include in such Craft Transaction. Notwithstanding anything to the contrary contained in this paragraph (b), any Tag-Along Holder that shall constitute a De Minimis Holder shall be permitted to include all such De Minimis Holder’s Restricted Securities (whether or not the Individual Craft Proportion shall equal 100%) in such Craft Transaction, and the aggregate number of Restricted Securities to be Transferred by all De Minimis Holders shall, if required by the Tagging StockholderThird Party Purchaser, and at be deducted from the same price per share total number of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order securities to be entitled to exercise his right to sell shares included in such Craft Transaction by such Craft Holder and all Tag-Along Holders, pro rata. Each Tag-Along Holder shall take any of Common Stock to the proposed transferee pursuant to actions described in clauses (i), (ii) and (iii) of paragraph (c) of this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties 2.06 as shall be made by necessary to consummate the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisCraft Transaction.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect At least thirty 30 days prior to any proposed Transfer by Blackstone ---------------- of Stockholder Shares (in other than a Public Sale), the Executive making such capacity, a Transfer (the "Transferring Stockholder") shall deliver a written notice (the ------------------------ "Sale Notice") to the holders of 50% or more Investor Shares, specifying in reasonable ------------ detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of Common Stock then held the contemplated Transfer. Each holder of Investor Shares may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by Blackstone, other than a Transfer (i) delivering written notice to the Transferring Stockholder within 30 days after delivery of the Sale Notice. If any affiliate holder of Blackstone or any stockholder, partner or other equity owner of any Investor Shares has elected to participate in such affiliate or Blackstone or (ii) pursuant to a Public Offeringcontemplated Transfer, the Transferring Stockholder and each such electing holder shall have be entitled to sell in the obligationcontemplated Transfer, at the same price and on the Executive and the Permitted Affiliates shall have the rightsame terms, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Stockholder Shares up equal to the product (rounded up to the nearest whole number) of (Ai) the quotient determined by dividing (x) the aggregate number percentage of Stockholder Shares owned by Blackstone to be included in the contemplated Transfer such Person by (y) the aggregate number percentage of Stockholder Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging holders of Investor Shares participating in such sale and (ii) the number of Stockholder (whether pursuant Shares to a representation, warranty, covenant, indemnification provision or agreement) for liabilities be sold in respect the contemplated Transfer. Each Executive shall use its best efforts to obtain the agreement of the Company prospective transferee(s) to the participation of the holders of Investor Shares in any contemplated Transfer and to the inclusion of the Investor Warrants and Series A Preferred in the contemplated Transfer, and no Executive shall transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the holders of Investor Shares or the inclusion of the Warrants or Series A Preferred. If any portion of the Investor Warrants is included in any Transfer of Stockholder Shares under this Section 4(b), the purchase price for the Investor Warrants shall be evidenced in writings executed equal to the full purchase price determined hereunder for the Stockholder Shares covered by them and the transferee and shall portion of the Investor Warrants to be borne transferred, reduced by each of them on a pro rata basisthe aggregate exercise price for such shares.

Tag-Along Rights. A. If BABF or any of its respective Affiliates (aas hereinafter defined) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company or any assignee or transferee of BABF or any such Affiliate (collectively, the "BlackstoneSelling Group"), at any time or from time to time, enters into an agreement (whether oral or written) beneficially owns not less than oneto transfer, sell or otherwise dispose of, directly or indirectly (a "Tag-fourth Along Sale"), any shares of the Company Preferred Stock or Company Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholderinterest therein, partner or then, in addition to the rights set forth in Section III, each other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, but not the obligation, to require participate in such Tag-Along Sale (and to displace the proposed transferee Selling Group to offer the extent of such participation) by selling up to purchase from the Executive and the Permitted Affiliates such Stockholder's pro rata share (in proportion to the number of -------- shares of such capacity, a class or series held by each Applicable Class Stockholder) of the number of shares of Company Preferred Stock or Company Common Stock (the "Tagging StockholderStockholders' Allotment") a number of the Executive Shares up equal to the product of (rounded up i) the total number of shares of Company Preferred Stock or Company Common Stock proposed to be sold or otherwise disposed of by the Selling Group in the Tag-Along Sale multiplied by (ii) a fraction, the numerator of which shall equal the aggregate number of shares of Company Preferred Stock or Company Common Stock owned by Stockholders who have elected to participate in such Tag-Along Sale immediately prior to the nearest whole number) Tag-Along Sale and the denominator of which shall equal the sum of: (A) the quotient determined by dividing (x) the aggregate number of Shares shares of Company Preferred Stock or Company Common Stock owned by Blackstone members of the Selling Group who have elected to be included participate in the contemplated Transfer by such Tag-Along Sale immediately prior to Tag- Along Sale; and (yB) the aggregate number of Shares shares of such class of Company Preferred Stock or Company Common Stock owned by Blackstone Stockholders (other than members of the Selling Group) who have elected to participate in such Tag-Along Sale immediately prior to the contemplated Transfer Tag-Along Sale. Notwithstanding the foregoing references to "Company Common Stock" and (B) "Company Preferred Stock," each other Stockholder shall only have the total number right to include shares of Executive Shares owned Company Stock of the same class or classes as that being sold by the Tagging StockholderSelling Group. If the Selling Group is selling more than one class of stock, and at the same price per share provisions of Common Stock and upon this Section IV shall apply separately to each such class. Any such sale by any Stockholder shall be on the same terms and conditions (including without limitation time of payment and form of consideration) applicable to as the Transferring Stockholderproposed Tag-Along Sale by the Selling Group; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further-------- however, that all selling Stockholders shall share pro rata, based upon the ------- -------- number of shares of each class or series of Company Stock being sold by each (i) in any indemnity liabilities to the purchaser in the Tag-Along Sale (other than representations as to unencumbered ownership of and warranties ability to transfer the shares being sold in the Tag-Along Sale ("Title Representations"), which shall be made by the Tagging sole responsibility of such other seller) and (ii) in any escrow for the purpose of satisfying any such indemnity liabilities. Notwithstanding the prior sentence, if BABF and its Affiliates are collectively selling more than two- thirds of their total Company Preferred Stock or Company Common Stock in the Tag-Along Sale, then the provisos in the second paragraph of Section V.A shall apply to the Tag-Along Sale to limit the obligations of any Stockholder other than BABF and its Affiliates participating in the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisTag-Along Sale.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in If at any time the Company (collectivelySponsor Group, "Blackstone") beneficially owns not less than one-fourth or Topco on behalf of the Common Stock owned by Blackstone on the date hereofSponsor Group, with respect proposes to enter into an agreement to sell or otherwise dispose of for value any proposed Transfer by Blackstone (in such capacity, Company Securities to a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by BlackstoneThird Party, other than a Transfer (i) to any affiliate of Blackstone or any stockholdera Public Offering (including the Initial Public Offering), partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant any transfer of Company Securities to a Public OfferingSponsor Group Permitted Transferee, (iii) a Drag-Along Sale in respect of which the Sponsor Group has delivered a Drag-Along Sale Notice or (iv) if the Sponsor Group acquires any Shares from the Stockholder Group, any transfer of such Shares by the Sponsor Group to any Person (such sale or other disposition for value being referred to as “Tag-Along Sale”), then the Sponsor Group shall afford each member of the Stockholder Group that or who holds Shares (each, individually, a “Tag-Along Stockholder” and, collectively, the Transferring Stockholder shall have “Tag-Along Stockholders”) the obligation, and the Executive and the Permitted Affiliates shall have the right, opportunity to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (participate proportionately in such capacity, a "Tagging Stockholder") a Tag-Along Sale in accordance with this Section 4. The maximum number of the Executive Shares up that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale (such Tag-Along Stockholder’s “Tag-Along Allotment”) shall be equal to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned owned, or issuable upon exercise of any Stock Equivalents that are exercisable, by Blackstone to be included in such Tag-Along Stockholder as of the contemplated Transfer by (y) close of business on the aggregate number of Shares owned by Blackstone day immediately prior to the contemplated Transfer Tag-Along Notice Date and (By) a fraction, the numerator of which is the number of Company Securities proposed by the Sponsor Group to be transferred pursuant to the Tag-Along Sale and the denominator of which is the total number of Executive Shares Company Securities owned by the Tagging Stockholder, and at Sponsor Group as of the same price per share close of Common Stock and upon business on the same terms and conditions (including without limitation time of payment and form of consideration) applicable day immediately prior to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisTag-Along Notice Date.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with With respect to any proposed Transfer of Common Stock permitted hereunder (other than Transfers permitted by Section 3.2(a), Transfers in connection with a Public Offering and Transfers pursuant to Rule 144 under the Securities Act) by (A) Blackstone Investors (including any Transfer of Common Stock held directly or as a Class B Asset of a Partnership) or (B) Veritas Investors (including any Transfer of Common Stock held directly or as a Class A Asset of a Partnership), (in either such capacitycase, a such Transferring Stockholder(s), collectively, the "Transferring Stockholder", provided that if both clause (A) of 50% or more and clause (B) would otherwise initially be applicable to the same transaction, only clause (A) shall be deemed to apply to such transaction, and for purposes of the pro ration formula set forth below in this Section 3.5(a) such Transferring Stockholder shall be deemed to have proposed to Transfer all of the Common Stock initially proposed to be Transferred by the Blackstone Investors and Veritas Investors in connection with such transaction), the Transferring Stockholder will not Transfer such Common Stock, and the USX Investors, Kobe Investors, Sumitomo Investors, FirstEnergy Investors, Triumph Investors, First Dominion Investors, TCW Investors, Veritas Investors and Partnerships (with respect to Class A Assets) (if such Transferring Stockholder is a Blackstone Investor), and Blackstone Investors and Partnerships (with respect to Class B Assets) (if such Transferring Stockholder is a Veritas Investor) (collectively, the "Tagging Equityholders") will have the right but not the obligation to require the Transferring Stockholder not to Transfer such Common Stock unless the proposed transferee purchases from each such Tagging Equityholder who so elects a number of shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up equal to the product (rounded up to the nearest whole number) of (A) the quotient determined number derived by dividing multiplying (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned shares of Common Stock Beneficially Owned by the Tagging StockholderEquityholder by (y) a fraction, the numerator of which is the total number of shares of Common Stock that the Transferring Stockholder ultimately is permitted to Transfer to such transferee (pursuant to this Section 3.5(a) and any other tag-along rights to which such Transferring Stockholder is subject) and the denominator of which is the total number of shares of Common Stock Beneficially Owned by the Transferring Stockholder prior to such Transfer, and at the same price per share of Common Stock and upon the same economic terms and subject to the same conditions (including including, without limitation limitation, time of payment and form of consideration) applicable as to be paid and given to the Transferring Stockholder; provided, that in order to be entitled to exercise his its right to sell shares of Common Stock to the proposed transferee pursuant to this Section 43.5, the each Tagging Stockholder Equityholder must agree to make to the transferee the same such reasonable representations, warranties, covenants, indemnities and agreements that as the Transferring Stockholder agrees to make transferee may require in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; Stockholder (provided that they shall be made proportionally, severally and provided not jointly, and provided, further, that all representations and warranties shall Tagging Equityholders will not be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant required to a make any representation, warranty, covenant, indemnification provision indemnity or agreement) for liabilities agreement not also being made by the Transferring Stockholder); and provided, further, that if the Transferring Stockholder is other than BCPII and/or other Blackstone Investors that are Affiliates of BCPII, or Veritas Capital and/or other Veritas Investors that are Affiliates of BCPII, an Equityholder shall only be entitled to participate in respect a Transfer as a Tagging Equityholder pursuant to this Section 3.5 if such Equityholder and its Affiliates collectively owned, directly and indirectly on a fully diluted basis, fewer shares of Common Stock than the Transferring Stockholder and its Affiliates collectively owned, directly and indirectly on a fully diluted basis, at the time such Transferring Stockholder became a Stockholder of the Company Company; and provided, further, that, following consummation of an Initial Public Offering, an Equityholder shall only be evidenced entitled to participate in writings executed by them a Transfer as a Tagging Equityholder pursuant to this Section 3.5 if such Equityholder and the transferee its Affiliates collectively own, directly and shall be borne by each of them indirectly on a pro rata fully diluted basis, fewer shares of Common Stock than the Transferring Stockholder and its Affiliates collectively own, directly and indirectly on a fully diluted basis, immediately prior to such proposed Transfer.

Tag-Along Rights. If North Castle I, NCP I Sub, North Castle I–A, North Castle II and their respective Affiliates or successors (athe “North Castle Sellers”) So long as this Appendix A remains in effect desires to make a Permitted Transfer pursuant to clauses (ii) and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in (v) of Section 3(a), which transfer, together with all prior transfers by the Company (collectively, "Blackstone") beneficially owns not less North Castle Sellers involves more than one-fourth 5% of the Common Stock owned by Blackstone the North Castle Sellers on the date hereof, with respect following an offer (which offer must be in writing, be irrevocable by its terms for at least 35 Business Days and be a bona fide offer) from any prospective purchaser to purchase all or any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more part of the shares of Common Stock then held owned by Blackstonethe North Castle Sellers, the North Castle Sellers shall give a Notice of Offer in writing to the Board and the other than a Transfer Stockholders (i) to any affiliate designating the number of Blackstone or any stockholderOffered Shares, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offeringnaming the Designated Purchaser and (iii) specifying the Offer Price and Offer Terms. During the 20 Business Day period following receipt of such notice by the Company and the other Stockholders, the Transferring Stockholder other Stockholders shall have the obligation, right (a “Tag-Along Right”) exercised by delivery of a written notice to the North Castle Sellers and the Executive and the Permitted Affiliates shall have the rightCompany, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (participate in such capacity, a "Tagging Stockholder") a number of the Executive Shares up sale to the product (rounded up to Designated Purchaser at the nearest whole number) of (A) Offer Price and on the Offer Terms on a pro rata basis determined as the quotient determined by dividing (xA) the aggregate number percentage of Shares owned Common Stock held by Blackstone each Stockholder so electing to be included in the contemplated Transfer sell (each such Person, an “Accepting Stockholder”) by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share aggregate percentage of Common Stock represented by the Common Stock then held by all of the Accepting Stockholders and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable North Castle Sellers. The Company shall notify each Accepting Stockholder at least ten Business Days prior to the Transferring Stockholder; providedclosing of the proposed sale by the North Castle Sellers of the number of Offered Shares which each such Accepting Stockholder may sell and such Accepting Stockholder shall deliver into trust, that in order to be entitled to exercise his right to sell shares of Common Stock three or more Business Days prior to the proposed transferee pursuant closing certificates or other instruments representing the Offered Shares duly endorsed for transfer or duly executed stock powers for release against payment to this Section 4, the Tagging such Accepting Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of such Accepting Stockholder’s net proceeds paid for the shares of Common Stock such Stockholder at the closing of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basissuch sale.

Tag-Along Rights. In the event that a Transferor proposes, ---------------- in a single transaction or series of related transactions, to Transfer for value Common Stock and/or Common Stock Equivalents representing (aalone or together with Common Stock and/or Common Stock Equivalents to be Transferred by other Transferors in such transaction or series of related transactions) So long as this Appendix A remains at least five percent (5%) of the Fully-Diluted Common Stock, then the Transferor's Notice delivered pursuant to Section 4.2 hereof shall also state (the "Participation ----------- Offer") that, in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors lieu of exercising the Second Option, each Option Holder may request to have included in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth proposed Transfer such Option Holder's pro rata portion of the Common Stock owned and/or Common Stock Equivalents to be Transferred (which shall be the percentage of the Common Stock and/or Common Stock Equivalents to be Transferred that is equal to the percentage of Fully-Diluted Common Stock held by Blackstone on the date hereof, Transferor and any Option Holders exercising tag-along rights under this Section 4.3 that is represented by the Fully-Diluted Common ----------- Stock held by such Option Holder). The Participation Offer shall be conditioned upon the execution and delivery by each Option Holder that accepts the Participation Offer of all agreements and other documents as the Transferor is required to execute and deliver in connection with such proposed Transfer. If the First Option and/or Second Option is not exercised with respect to all the securities proposed to be transferred by the Transferor and any proposed Transfer by Blackstone (in such capacityOption Holder shall accept the Participation Offer, a "Transferring Stockholder") the Transferor shall reduce, to the extent necessary, the number of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall Common Stock Equivalents it otherwise would have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require sold in the proposed transferee Transfer so as to offer permit those Option Holders who have accepted the Participation Offer to purchase from sell the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock and/or Common Stock Equivalents, if applicable, that they are entitled to sell under this Section 4.3, and the Transferor and such Option ----------- Holders shall transfer the number of shares of Common Stock and/or, if applicable, Common Stock Equivalents specified in the Participation Offer to the proposed transferee pursuant in accordance with the terms of such Participation Offer. Notwithstanding the foregoing, if the transferee refuses to this Section 4purchase any Common Stock and/or Common Stock Equivalents, if applicable, proposed to be sold by each Option Holder that accepts the Participation Offer, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties Transferor shall be made by prohibited from consummating the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities Transfer in respect of which the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisParticipation Offer was made.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with With respect to any proposed Transfer by Blackstone one or more WCAS Holders (in such capacitycollectively, a the "Transferring Selling Stockholder") of 50% or more of the shares of Common Stock then held by Blackstoneand/or ------------------- Warrants to any Person who is not an Affiliate thereof (including as Affiliates for such purposes all Designated Affiliates of WCAS and (i) with respect to each WCAS Holder that is a partnership, (A) the general and limited partners thereof and (B) all officers, directors, members and employees of each Affiliate thereof and (ii) with respect to each WCAS Holder who is an individual, any spouse or lineal descendant thereof and any trust for the benefit of such WCAS Holder or any such spouse or lineal descendant), other than a Transfer (i) to any affiliate of Blackstone or any stockholderin a Public Offering, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offeringbona fide sale to the public pursuant to Rule 144 under the Securities Act or (iii) pursuant to any agreement or plan of merger or combination, including any tender or exchange offer in respect thereof, that is approved by the Transferring Stockholder shall Board of Directors of the Company and that provides for equal treatment of all outstanding shares of Common Stock (any such transaction, other than those referred to in (i), (ii) and (iii) above, a "Proposed Sale"), each ------------- NHR Holder will have the obligation, and the Executive and the Permitted Affiliates shall have the right, right to require the proposed transferee to offer or acquiring Person to purchase from the Executive and the Permitted Affiliates each such NHR Holder who exercises its rights under this Section 3 (in such capacity, a "Tagging StockholderNHR Holder") a up to that number of the Executive Common Shares up that is ------------------ equal to the product (rounded up down to the nearest whole number) of (Ai) the quotient determined by dividing (xA) the aggregate number of Common Shares owned by Blackstone to be included in the contemplated Transfer such Tagging Stockholder by (yB) the aggregate number of Shares shares of Common Stock and Class A Common Stock, $.01 par value, of the Company ("Class A Common -------------- Stock" and, together with the Common Stock, "Company Capital Stock") then ----- --------------------- outstanding (assuming the exercise of all outstanding Warrants) and owned by Blackstone immediately prior the Selling Stockholder, the Tagging NHR Holders and all other securityholders of the Company having a right to the contemplated Transfer participate in such Proposed Sale and (Bii) the total number of Executive Shares owned by shares of Common Stock and Warrants proposed to be Transferred to the Tagging Stockholdertransferee or acquiring Person in the Proposed Sale (a "Proposed Transferee"), and ------------------- at the same price per share of Common Stock and upon the same terms and conditions (including including, without limitation limitation, time of payment and payment, form of considerationconsideration and adjustments to purchase price) applicable to as the Transferring Selling Stockholder; provided, that in order to be entitled to exercise his its right to sell shares of Common Stock -------- Shares to the proposed transferee Proposed Transferee pursuant to this Section 43, the each Tagging Stockholder must (x) shall agree to make to the transferee the same representations, warranties, covenants, covenants (as appropriate) and indemnities and agreements that as the Transferring Selling Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring StockholderProposed Sale; and provided furtherprovided, that all the aggregate amount of liability of such Tagging NHR ------- Stockholder with respect to such covenants and indemnities shall not exceed the proceeds to such Tagging NHR Stockholder in connection with the Proposed Sale, and (y) shall make such representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant concerning its title to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company Shares to be sold in connection with the Proposed Sale and its authority to enter into and consummate the Proposed Sale as the Selling Stockholder makes, but shall not be evidenced in writings executed by them required to make any other representations and the transferee and shall be borne by each of them on a pro rata basiswarranties.

Tag-Along Rights. (a) So long Prior to the Triggering Date, each of the ---------------- Holders of Subject Equity shall have the right (the "Tag-Along Right") to --------------- require the Proposed Purchaser to purchase from each of them all Subject Equity owned by such Holder in the event of any proposed direct or indirect sale or other disposition (collectively, a "Transfer") of Common Stock or Convertible -------- Preferred Stock (whether now or hereafter issued) to any Person or Persons (such other Person or Persons being hereinafter referred to as this Appendix A remains the "Proposed -------- Purchaser") by any Investor or Investors or any of their Affiliates in effect any --------- transaction or series of related transactions resulting in a Warrant Change of Control. Each Investor shall notify, or cause to be notified, each Holder of Subject Equity in writing (a "Transfer Notice") of each such proposed Transfer --------------- at least 30 days prior to the date thereof. Such notice shall set forth: (a) the name of the Proposed Purchaser and Blackstone Capital Partners III Merchant Banking Fund L.P. the number of shares of Common Stock and its affiliated coother securities, if any, proposed to be transferred, (b) the name and address of the Proposed Purchaser, (c) the proposed amount of consideration and terms and conditions of payment offered by such Proposed Purchaser (if the proposed consideration is not cash, the Transfer Notice shall describe the terms of the proposed consideration) and (d) that either the Proposed Purchaser has been informed of the "Tag-investors Along Right" and has agreed to purchase Subject Equity in accordance with the terms hereof or that the Investors or any of their Affiliates will make such purchase. The Tag-Along Right may be exercised by any Holder of Subject Equity by delivery of a written notice to the Company (collectively"Tag- --- Along Notice"), "Blackstone") beneficially owns not less than one-fourth within 10 days of receipt of the Common Stock owned Transfer Notice, indicating its ------------ election to exercise the Tag-Along Right (the "Participating Holders"). The --------------------- Tag-Along Notice shall state the amounts of Subject Equity that such Holder proposes to include in such Transfer to the Proposed Purchaser. Failure by Blackstone on any Holder to provide a Tag-Along Notice within the date hereof, 10-day notice period shall be deemed to constitute an election by such Holder not to exercise its Tag-Along Right. The closing with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant sale to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee Proposed Purchaser pursuant to this Section 4, shall be held at the Tagging Stockholder must agree to make to time and place specified in the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make Transfer Notice but in connection with the proposed Transfer any event within 60 days of the shares date such Transfer Notice is given; provided that if through the exercise of reasonable efforts the Company -------- is unable to cause such transaction to close within 60 days, such period may be extended for such reasonable period of time as may be necessary to close such transaction. Consummation of the sale of Common Stock by any Investor or any of its Affiliates to a Proposed Purchaser shall be conditioned upon consummation of the Transferring Stockholder; and provided further, that all representations and warranties shall be made sale by each Participating Holder to such Proposed Purchaser (or the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability Investor) of the Transferring Stockholder and the Tagging Stockholder (whether pursuant Subject Equity entitled to a representationbe transferred as described above, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis.if any. Additionally:

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in In the Company event any Insider (collectively, "Blackstone"a “Transferring Insider”) beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect proposes to transfer any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then (or any Convertible Securities or Options) held by Blackstonesuch Transferring Insider (each such transaction, other than a “Transfer”), to a third party transferee (the “Proposed Purchaser”), such Transferring Insider shall deliver a Notice (the “Sale Notice”) to the Company and to each Holder, specifying in reasonable detail the identity of the Proposed Purchaser and the proposed terms and conditions of the Transfer. Any Holder may elect to participate in the contemplated Transfer by delivering Notice to the Transferring Insider within thirty (30) days after receipt by such Holder of the Sale Notice. If any Holder elects to participate in such Transfer, such Holder will be entitled to sell in the contemplated Transfer, at the price per share of Common Stock offered (or issuable upon exercise, conversion or exchange of any Options or Convertible Securities offered) by the Proposed Purchaser in the Transfer, for each share of Common Stock held by such Holder on a Fully Diluted Basis, and otherwise on the same terms and conditions as the Transferring Insider, the number of shares of Common Stock determined by multiplying (i) the number of shares of Common Stock to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or be sold in the contemplated Transfer (including Options and Convertible Securities) by (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (xA) the aggregate number of Shares owned shares of Common Stock (determined on a Fully Diluted Basis) held by Blackstone such Holder, by (B) the sum of (1) the number of shares of Common Stock (determined on a Fully Diluted Basis) held by the Holders electing to participate in such sale and (2) the number of shares of Common Stock (determined on a Fully Diluted Basis) held by the Transferring Insider. The Inv. Rights Agmt Transferring Insider will be included entitled to sell in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer balance of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall (or Convertible Securities or Options) proposed to be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisso sold.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% If one or more Shareholders propose to sell such number of shares as to constitute at least fifty one percent (51%) of the shares then outstanding to one or more third parties and has not elected to exercise its Drag-Along Right, then such Shareholder(s) (each a “Selling Shareholder”) shall deliver notice of Common Stock then held by Blackstonesuch proposed sale, other than which shall contain a Transfer (i) reasonable description of the proposed sale, including a description of the consideration to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the rightbe received, to require the other Shareholders. Any such other Shareholder may elect to participate in the proposed transferee transaction by delivering written notice to offer the Company and to purchase from the Executive and Selling Shareholders within fourteen (14) days following the Permitted Affiliates (in receipt by such capacity, a "Tagging Stockholder") a number other Shareholders of the Executive Shares up notice of such proposed sale. The other Shareholders electing to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included participate in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to proposed sale shall be entitled to exercise his right to sell shares of Common Stock to their shares, on the proposed transferee same terms, conditions, and proportions as the Selling Shareholders. Without limiting the foregoing, any tag-along Shareholder participating in a sale pursuant to this Section 45, shall be required to make substantially the Tagging Stockholder must same representations, warranties and covenants, and grant such indemnification and agree to make to be bound by all the transferee terms and conditions of the same Selling Shareholders, as may be required by the purchaser of the shares and which have been made by the Selling Shareholders (except that in the case of representations, warranties, covenants, indemnities and agreements that pertaining specifically to the Transferring Stockholder agrees Selling Shareholder, each tag-along Shareholder shall make comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholderitself); and provided furtherprovided, that all representations such representations, warranties, covenants and warranties indemnities shall be made by the Tagging Stockholder Selling Shareholders and the Transferring Stockholder other tag-along Shareholders severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, any indemnification provision or agreement) for liabilities obligation in respect of the Company breaches of representations and warranties that do not relate to such other tag-along Shareholder shall be evidenced in writings executed an amount not to exceed the aggregate proceeds received by them such other tag-along Shareholder in connection with any sale consummated pursuant to this Section 5. The Selling Shareholder shall use its commercially reasonable efforts to include in the proposed sale to the proposed transferee all of the shares of stock that the other tag-along Shareholders have requested to have included pursuant to the applicable tag-along notices, it being understood that the proposed transferee shall not be required to purchase shares of stock in excess of the number set forth in the notice of proposed sale. In the event the proposed transferee elects to purchase less than all of the shares of stock sought to be sold by the other tag-along Shareholders, the number of shares to be sold to the proposed transferee by the Selling Shareholder and the transferee and each other tag-along Shareholder shall be borne by reduced so that each of them on a such tag-along Shareholder is entitled to sell its pro rata basisportion of the number of shares of stock the proposed transferee elects to purchase (which in no event may be less than the number of shares of stock set forth in the notice of proposed sale).

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and If MIH or its affiliated co-investors in Controlled Affiliates (including, but not limited to, OTVH, the Company (collectively, "BlackstoneMIH Group") beneficially owns not less than one-fourth of the Common Stock proposes to enter into an agreement with an --------- unaffiliated third party to Transfer Shares (including by merger, consolidation or other business combination) owned by Blackstone on MIH or its Controlled Affiliates in one transaction or a series of related transactions which result in a Change of Control (a "Tag-Along Sale"), then each Investor shall have the date hereof, with respect right to any proposed Transfer by Blackstone (-------------- participate in such capacity, a Tag-Along Sale by selling up to the number of Shares (the "Transferring StockholderMaximum Tag-Along Shares") equal to the product of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) the total number of ------------------------- Shares proposed to any affiliate of Blackstone or any stockholderbe Transferred by the MIH Group, partner or other equity owner of any such affiliate or Blackstone or multiplied by (ii) pursuant to a Public Offeringfraction, the Transferring Stockholder numerator of which shall have equal the obligation, aggregate number of Shares owned by such Investor immediately prior to the Tag-Along Sale and the Executive and denominator of which shall equal the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) sum of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone the Investors who are eligible to be included participate in the contemplated Transfer by such Tag-Along Sale as provided in Section 22(i), plus (yB) the aggregate number of Shares owned by Blackstone the MIH Group immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned Tag-Along Sale. Any such sale by the Tagging Stockholder, and at any Investor shall be on the same price per share of Common Stock and upon the same economic terms and conditions as the proposed Tag- Along Sale by the MIH Group. Without limiting the foregoing, and by way of example all Selling Holders shall share pro rata, based upon the number of Shares being sold by each (including without limitation time x) in all transaction expenses, (y) in any joint indemnity liabilities of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock sellers to the proposed transferee pursuant or purchaser in the Tag-Along Sale relating to this Section 4representations concerning the OpenTV business, and (z) in any escrow for the Tagging Stockholder must purpose of satisfying any such indemnity liabilities. If required by the purchaser, each Investor shall, as a condition to its participation in the Tag-Along Sale, agree to make become a party to each agreement proposed to be executed by any member of the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make MIH Group in connection with the proposed Transfer sale of such Shares; provided, however, that notwithstanding the -------- ------- foregoing, it is understood and agreed that no participating Investor shall be required to agree to be bound by any covenant, agreement or restriction which survives the execution and delivery of such agreement or the closing of such Tag-Along Sale which restricts or limits the right of the shares participating Investor to conduct its business (including investments by such Investor) as determined in good faith by such participating Investor or prohibits such participating Investor from entering into or engaging in any business or which would require it to sell or dispose of Common Stock any of its assets or business including, but not limited to, non-competition agreements, exclusivity agreements, agreements relating to carriage or distribution, and other agreements and arrangements similar to the Transferring Stockholderforegoing; and provided furtherprovided, however, that all representations the foregoing shall not -------- ------- include, by way of example, and warranties a participating Investor shall be obligated to perform any covenant obligating it to keep confidential and not disclose confidential information relating to the Company. No party to any such agreement shall be liable for the breach of any representation, warranty or covenant made by another party as to itself. If the Tagging Stockholder and Tag-Along Sale constitutes a series of transactions which result in a Change of Control, then the Transferring Stockholder severally and price per Share to be paid in connection with such Tag-Along Sale shall equal the weighted average purchase price per Share with respect to those sales of Shares sold in such transaction or series of transactions. MIH shall not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by cause its Controlled Affiliates not to take any actions or enter into any agreements other than as specified herein in order to avoid or seek to avoid the performance of their obligations under this Section 22 but will at all times act in good faith in connection with any Tag- Along Sale. MIH shall not and shall cause its Controlled Affiliates not to engage in any Transfer subject to this Section 22 unless each of them on a pro rata basisInvestor which is then an Eligible Investor is permitted to participate in such Tag-Along Sale in accordance with the terms hereof.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in If (i) (A) the Company (collectively, "Blackstone") beneficially owns not less than one-fourth Liberty Parties propose to Transfer Liberty Offered Shares representing a majority of the Common Class B and Class C Stock owned then Beneficially Owned by Blackstone on the Liberty Parties or, when taken together with all prior Transfers of such stock other than to a Permitted Transferee or the Founders and their Designated Purchasers, a number of shares equal to a majority of such stock Beneficially Owned by the Liberty Parties as of the date hereof, in either case pursuant to a Liberty Offer Notice or Liberty Offer Notices delivered in accordance with respect Section 4, (B) the Founders and their Designated Purchasers fail to any proposed purchase such Liberty Offered Shares and (C) the Liberty Parties propose to Transfer the Class A Stock obtained by Blackstone (in the conversion of such capacity, Liberty Offered Shares to a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, Person other than a Transfer (i) to any affiliate of Blackstone or any stockholderPermitted Transferee, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined Founder Parties propose to Transfer Founder Offered Shares representing a majority of the Class B Stock then Beneficially Owned by dividing all Founder Parties, or, when taken together with all prior Transfers of such stock other than to a Permitted Transferee or the Liberty Parties, a number of shares equal to a majority of such stock Beneficially Owned by the Founders and their Permitted Transferees as of the date hereof, in either case pursuant to a Founder Offer Notice or Founder Offer Notices delivered in accordance with Section 5, (B) the Liberty Parties fail to purchase such Founder Offered Shares and (C) the Founder Parties propose to Transfer such Founder Offered Shares to a Person other than a Permitted Transferee, the proposed transferor(s) (the "TRANSFEROR") must first deliver a notice (a "TAG-ALONG NOTICE") to the Founders, if the Transferor is one or more Liberty Parties, or to the Liberty Parties, if the Transferor is one or more Founder Parties, setting forth (w) the number of shares of Class A Stock or shares of Class B Stock proposed to be Transferred (which shall be the same as the number of Subject Shares subject to the applicable First Offer Notice), (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Class A Stock and upon the same terms and conditions (including without limitation time or per share of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Class B Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of at which the shares of Common Class A Stock or shares of Class B Stock are proposed to be Transferred (which shall be equal to or greater than the price per share set forth in the applicable First Offer Notice), (y) all Liens and Restrictions to which the shares of Class A Stock or shares of Class B Stock proposed to be Transferred will be subject, and (z) whether the shares of Class A Stock or shares of Class B Stock proposed to be Transferred are to be sold for cash or other consideration and the other terms of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisproposed Transfer.

Tag-Along Rights. (a) So long If any Class A-2 Member, Class C Member or the GM Investor or its Affiliates, including in their capacity as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated coa Class B Member, Class F Preferred Member or Class G Preferred Member (the “Transferring Holder”), proposes to Transfer Class A-2 Preferred Shares, Non-investors in the Company EIP Class B Common Shares, Class C Common Shares, Class F Preferred Shares, or Class G Preferred Shares (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to or any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then other Equity Securities held by Blackstone, such Member) to an Independent Third Party prior to an IPO (other than a any Transfer (i) to any affiliate of Blackstone or any stockholderas provided in Section 9.08, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to as provided in Section 9.09, (iii) in connection with Section 9.10 or (iv) as provided in Section 9.12), then the Transferring Holder(s) shall deliver a Public Offeringwritten notice (such notice, the Transferring Stockholder shall have “Tag Notice”) to the obligationCompany, each Class D Member, each Class A-1 Preferred Member, each Class E Member, each Class F Preferred Member, and each Class G Preferred Member (the Executive “Participation Members,” provided that, for clarity, such Transferring Holder will not be a Participation Member in its capacity as a Class F Preferred Member or Class G Preferred Member, notwithstanding that such Transferring Holder may hold Class F Preferred Shares and Class G Preferred Shares) at least thirty (30) days prior to making such Transfer, specifying in reasonable detail the identity of the prospective transferee(s), the number of Class A-2 Preferred Shares or Class C Common Shares (or any other Equity Securities held by such Members) to be Transferred and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive price and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number other terms and conditions of the Executive Shares up Transfer. Each Participation Member may elect to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included participate in the contemplated Transfer in the manner set forth in this Section 9.07 by delivering an irrevocable written notice to the Transferring Holder(s) within fifteen (y15) days after delivery of the aggregate Tag Notice, which notice shall specify the number of Class A-1 Preferred Shares, Class D Common Shares, Class E Common Shares, Class F Preferred Shares, and Class G Preferred Shares owned (or any other Equity Securities held by Blackstone immediately such Members) that such Participation Member desires to include in such proposed Transfer. If none of the Participation Members gives such notice prior to the contemplated expiration of the fifteen (15) day period for giving such notice, then the Transferring Holder(s) may Transfer and such Class A-2 Preferred Shares or Class C Common Shares (Bor any other Equity Securities held by such Members) the total number of Executive Shares owned by the Tagging Stockholder, and to any Person at the same price per share of Common Stock and upon the same on other terms and conditions (including without limitation time of payment and form of consideration) applicable that are no more favorable, in the aggregate, to the Transferring Stockholder; providedHolder(s) than those set forth in the Tag Notice. If any Participation Members have irrevocably elected to participate in such Transfer prior to the expiration of the fifteen (15) day period for giving notice, that in order to each Participation Member shall be entitled to exercise his right sell in the contemplated Transfer a total number of Class A-1 Preferred Shares with respect to sell shares of Class A-1 Preferred Members, Class D Common Stock Shares with respect to Class D Members, Class E Common Shares with respect to Class E Members, Class F Preferred Shares with respect to Class F Preferred Members, and Class G Preferred Shares with respect to Class G Preferred Members (the “Tagged Shares”) to be sold in the Transfer, to be calculated according to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis.following methodology:

Tag-Along Rights. (a) So long as this Appendix A remains in effect Subject to Sections 1(b), 1(c) and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company 1(d) below, if at any time a Shareholder or group of Aggregated Shareholders (collectively, "Blackstone"the “Tag Seller”) beneficially owns not less than one-fourth desires to sell or otherwise dispose of, in one transaction or a series of the related transactions, Common Stock owned by Blackstone on and/or Preferred Stock in an amount representing in the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50aggregate 2.5% or more of the outstanding Common Stock (assuming conversion of all shares of Preferred Stock) (a “Tag Sale”), the Tag Seller shall deliver, not later than twenty (20) days prior to consummation of the proposed Tag Sale, to each other Shareholder (other than an Aggregated Shareholder with respect to the Tag Seller) a written notice (a “Tag Notice”) that shall describe the proposed Tag Sale and that shall specify the number of shares of Common Stock then held and/or Preferred Stock to be sold or disposed of, the consideration to be received therefor, the identity of the proposed purchaser thereof and the other terms and conditions of such proposed Tag Sale. The Tag Notice shall also include an offer (the “Tag Offer”) for each Shareholder receiving the Tag Notice to request (by Blackstonewritten notice delivered to the Tag Seller within ten (10) days after receipt of the Tag Notice) to have included in the proposed Tag Sale, other than on the same basis as the Common Stock and/or Preferred Stock being sold or otherwise disposed of by the Tag Seller pursuant to the proposed Tag Sale, a Transfer portion of such Shareholder’s Common Stock and/or Preferred Stock equal to the product of (i) to any affiliate the number of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or shares covered by the Tag Notice and (ii) pursuant to a Public Offeringfraction, the Transferring Stockholder shall have numerator of which is the obligation, number of outstanding shares of Common Stock held by such Shareholder and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number denominator of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) which is the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell all outstanding shares of Common Stock owned by the Tag Seller and all Shareholders electing to accept the proposed transferee pursuant to this Section 4Tag Offer, in each case, treating for these purposes the Tagging Stockholder must agree to make to Preferred Stock as Common Stock based on the transferee number of shares of Common Stock into which such Preferred Stock is then convertible at the same representationstime of such Tag Notice. The Tag Offer shall be conditioned upon the execution and delivery, warrantiesby each Shareholder that accepts the Tag Offer, covenants, indemnities of all agreements and agreements other documents that the Transferring Stockholder agrees Tag Seller is required to make execute and deliver in connection with the proposed Transfer of Tag Sale; provided that (i) no Tag Seller or Shareholder electing to accept the shares of Common Stock of the Transferring Stockholder; and provided furtherTag Offer shall be required to become subject thereby to an obligation not to compete or similar restrictive covenants, that all (ii) (x) any representations and warranties relating specifically to any Shareholder shall only be made by the Tagging Stockholder and the Transferring Stockholder made, severally and not jointly jointly, by that Shareholder, and (y) any indemnification provided by the Shareholders (other than with respect to the representations referenced in the foregoing clause (x)) shall be based solely on the relative shares being sold by each Shareholder in the proposed Tag Sale, in all cases on a several, not joint, basis, it being understood and agreed that any such indemnification obligation of a Shareholder shall in no event exceed the liability net proceeds distributed to such Shareholder from such proposed Tag Sale, and (iii) the Shareholders electing to accept the Tag Offer shall receive the same amount and form (or a more liquid form) of consideration as the Tag Seller in connection with the proposed Tag Sale unless they otherwise agree. The Tag Seller and any Shareholder choosing to participate shall consummate the Tag Sale in accordance with the terms and conditions of such Tag Sale set forth in the Tag Notice. For the avoidance of doubt, the Tag Seller may not sell any of its shares in a Tag Sale unless the transferee purchases the applicable shares of those Shareholders choosing to participate in such Tag Sale in accordance with this Section 1(a). For purposes of this Agreement, (A) each of the Transferring Stockholder and the Tagging Stockholder WLR Shareholders shall be deemed “Aggregated Shareholders” with respect to each other, (whether pursuant to a representation, warranty, covenant, indemnification provision or agreementB) for liabilities in respect each of the Company Siguler Guff Shareholders shall be evidenced in writings executed by them deemed “Aggregated Shareholders” with respect to each other and (C) each of the transferee and Xxxxx Shareholders shall be borne by deemed “Aggregated Shareholders” with respect to each of them on a pro rata basisother.

Tag-Along Rights. At least 30 days prior to any sale by any MDCP Co-Investor or the Kappa Investor (aas applicable, the “Transferring Shareholder”) So long of Ordinary Shares (excluding any Transfer or series of related Transfers (w) of up to an aggregate of 5% of the aggregate Ordinary Shares held by such Transferring Shareholder as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors of the Effective Date (in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth case of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone MDCP Co-Investors) or Kappa Completion Date (in such capacity, a "Transferring Stockholder") of 50% or more the case of the shares of Common Stock then held by BlackstoneKappa Investor) (aggregating all Transfers made on or after the Effective Date or the Kappa Completion Date, other than as applicable), (x) in a Transfer Public Sale, (iy) to any affiliate of Blackstone its members or any stockholderAffiliates or their members, partner partners, shareholders or other equity owner of any such affiliate or Blackstone Affiliates, or (iiz) to a member of management of the Company and its Subsidiaries (the “Excluded Transfers”)), such Transferring Shareholder shall deliver written notice (the “Sale Notice”) to each Executive specifying in reasonable detail the identity of the prospective transferee(s), the number of shares to be sold and the terms and conditions of the proposed Transfer. Each Executive may elect to include any Ordinary Shares, Class D Convertible Shares and Class I Convertible Shares in the contemplated Transfer at the same price per share and on the same terms by delivering written notice to the Transferring Shareholder within 30 days after delivery of the Sale Notice; provided that in the event that an Executive elects to transfer Class D Convertible Shares and/or Class I Convertible Shares pursuant to a Public Offeringthis paragraph 5(c), the Transferring Stockholder price per share paid to an Executive in respect of each Class D Convertible Share and/or Class I Convertible Share shall have be reduced by the obligation, Class D Conversion Price per share for such Class D Convertible Share and the Executive Class I Conversion Price per share for such Class I Convertible Share and upon such Transfer and the Permitted Affiliates payment of the per share price, each such Class D Convertible Share shall have be convertible into one Class A Ordinary Share upon payment of the rightClass D Conversion Price per share to the Company and each such Class I Convertible Share shall be convertible into one Class B Ordinary Share upon payment of the Class I Conversion Price per share to the Company. If any Executive has elected to participate in such Transfer, each of the Transferring Shareholders and each such Executive shall be entitled to require sell in the proposed transferee to offer to purchase from contemplated Transfer, at the Executive same price and on the Permitted Affiliates same terms (in such capacityeach case, a "Tagging Stockholder") subject to the proviso to the immediately foregoing sentence), a number of the Executive Ordinary Shares, Class D Convertible Shares up and Class I Convertible Shares equal to the product (rounded up to the nearest whole number) of (Ai) the quotient determined by dividing (xA) the percentage of Ordinary Shares, Class D Convertible Shares and Class I Convertible Shares owned by such Person by (B) the aggregate percentage of Ordinary Shares, Class D Convertible Shares and Class I Convertible Shares collectively owned by all persons participating in such Transfer and (ii) the aggregate number of Ordinary Shares to be sold in the contemplated Transfer. For purposes of clause (i) and clause (ii) of the foregoing sentence, (x) in determining the number of Class B Ordinary Shares owned by Blackstone the Kappa Investor, such Kappa Investor shall be deemed to own an additional number of Ordinary Shares determined by multiplying the number of all issued Class D Convertible Shares by the Relevant Proportion and (y) in determining the number of Class A Ordinary Shares owned by the MDCP Co-Investors and the Additional Investors, each MDCP Co-Investor and each Additional Investor shall be included deemed to own an additional number of Ordinary Shares determined by multiplying the number of all issued Class I Convertible Shares by the Applicable Portion of such MDCP Co-Investor or Additional Investor, as the case may be. For example, if the Sale Notice contemplated a sale of 100 Ordinary Shares, and if the MDCP Co-Investors participating in such Transfer at such time own 40% of all Ordinary Shares and if an Executive elects to participate and such Executive owns 2% of all Ordinary Shares and if other persons owning an aggregate of 10% of all Ordinary Shares elect to participate in the contemplated sale, the MDCP Co-Investors would be entitled to sell 76.9 shares (40% ÷ 52% x 100 shares), such Executive would be entitled to sell 3.9 shares (2% ÷ 52% x 100 shares) and the other persons would be entitled to sell 19.2 shares in the aggregate (10% ÷ 52% x 100 shares). Each person transferring Ordinary Shares, Class D Convertible Shares and/or Class I Convertible Shares pursuant to this paragraph 5(c) shall pay his, her or its pro rata share (determined on the basis of consideration received or receivable by such person in such transaction relative to the aggregate consideration received or receivable by all persons participating in such transaction in their capacity as selling stockholders) of the reasonable expenses incurred by the persons transferring shares in connection with such Transfer and shall be obligated to join in any indemnification or other obligations that the Transferring Shareholder agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to another person such as indemnification with respect to representations and warranties given by such other person regarding such other person’s title to and ownership of Ordinary Shares, Class D Convertible Shares and/or Class I Convertible Shares). Notwithstanding the foregoing, other than with respect to representations and warranties given by such person regarding such person’s title to and ownership of Ordinary Shares, Class D Convertible Shares and Class I Convertible Shares and covenants regarding such person, (x) the aggregate indemnification obligations or other obligations for which such person shall be liable shall not exceed such person’s pro rata portion (determined on the basis of consideration received or receivable by such person in such transaction relative to the aggregate consideration received or receivable by all persons participating in such transaction in their capacity as selling stockholders) of such indemnification obligation or other obligation and (y) in no event shall any holder of Executive Stock be required to assume any indemnification or other obligation in excess of the aggregate number greater of Shares owned (A) 50% of the after-tax proceeds received or receivable by Blackstone immediately prior to the contemplated Transfer such person as a result of such transaction and (B) the total number of Executive Shares owned aggregate Acquisition Cost for the equity securities sold by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that such holder in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basissuch transaction.

Tag-Along Rights. (ai) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors Tag Along Rights in the Company event of certain Transfers by the TTSLLC Investors. Subject to Section 4(d)(i), at least ten (10) business days prior to the Transfer by any of the TTSLLC Investors (collectively, the "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "TTSLLC Transferring Stockholder") of 50% or more any TTSLLC Shares to a Person that is not an Affiliate of the shares of Common Stock then held by Blackstone, any TTSLLC Investor (other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public OfferingSale, pursuant to the terms of Section 5 or any Transfer consummated prior to the date that is six months following the date hereof), the TTSLLC Transferring Stockholder shall have deliver a written notice (the obligation"TTSLLC Sale Notice") to EII and the Other Investors (collectively, the "Tagging Investors") and to the Company, specifying in reasonable detail the identity of the prospective transferee(s), the class and the number of the Stockholder Shares to be Transferred, and the Executive other material terms and conditions of such contemplated Transfer. Any of the Permitted Affiliates shall have the right, Tagging Investors may elect to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (participate in such capacitycontemplated Transfer by delivering written notice to the TTSLLC Transferring Stockholder within ten (10) business days after its receipt of the TTSLLC Sale Notice. If any of the Tagging Investors elects to participate in such Transfer, a "each of the Tagging Stockholder") Investors shall be entitled to sell in such contemplated Transfer, at the same price and on the same terms, up to a number of the Executive each class of Stockholder Shares up to be Transferred equal to the product of (rounded up I) a fraction, the numerator of which is the number of Stockholder Shares held by such Tagging Investor and the denominator of which is the aggregate number of Stockholder Shares owned by the TTSLLC Transferring Stockholder and all Tagging Investors immediately prior to such Transfer, multiplied by (II) the total number of Stockholder Shares to be sold in connection with such Transfer. Each Stockholder who is Transferring any Stockholder Shares pursuant to this Section 4(c)(i) shall pay its pro rata share (based on the number of Stockholder Shares to be sold) of the expenses incurred by the Stockholders in connection with such Transfer and shall take all necessary and desirable actions as reasonably directed by the TTSLLC Transferring Stockholder in connection with the consummation of such Transfer, including without limitation executing the applicable purchase agreement. The TTSLLC Transferring Stockholder shall cause all applicable transferee(s) to execute a joinder to this Agreement with respect to all Stockholder Shares Transferred pursuant to this Section 4(c)(i). Any Transfer made by a TTSLLC Transferring Stockholder pursuant to this Section 4(c)(i) or pursuant to Section 4(c)(ii) shall satisfy the following conditions, (i) upon the consummation of such Transfer, each Stockholder participating in such Transfer will be entitled to receive (x) the same form and amount (on a share-for-share basis) of consideration, with respect to each share of Common Stock sold in such Transfer and (y) the same form and amount (on a share-for-share basis) of consideration, with respect to each shares of Preferred Stock in such Transfer and (ii) if any holder of a Common Stock or Preferred Stock is given the option as to the nearest whole numberform and amount of consideration to be received in connection with such Transfer, then each holder of Common Stock or Preferred Stock, as the case may be, shall be given the same option. In connection with any Transfer made pursuant to this Section 4(c) EII and each Other Investor shall be entitled to receive, and the Company and/or the TTSLLC Transferring Stockholder shall deliver all information relating to the Company and its Subsidiaries as EII or such Other Investor shall reasonably request. The TTSLLC Transferring Stockholder shall deliver to EII and each Other Investor a copy of the acquisition agreement (and related documents) relating to any Transfer subject to this Section 4(c) in a reasonably timely manner to allow for adequate review by EII and each of the Other Investors and shall include in the disclosure schedules attached thereto any information reasonably requested to be included therein by EII and such Other Investor. The right of the EII Investors to participate in a Transfer pursuant to this Section 4(c) shall not be contingent upon such Investor providing any indemnity in connection with any such Transfer, unless the TTSLLC Transferring Stockholder and all other sellers provide such an indemnity, and in the event that all sellers are required to provide an indemnity in connection with such Transfer, all parties hereto agree to enter into a contribution agreement among themselves which provides that no Investor shall be liable for more than the lesser of (A) its pro rata shares of any such indemnification payments (based upon the quotient determined total consideration received by dividing (xsuch Investor divided by the total consideration received by all sellers in such Transfer) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned net proceeds actually received by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell such Investor as consideration for its shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basissuch Transfer.

Tag-Along Rights. 3.1 If any Shareholder Party or group of Shareholder Parties (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (individually or collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring StockholderTAG-ALONG SELLER") of 50% or more of the shares of Common Stock then held by Blackstoneproposes to transfer to a person and such person's Affiliates (a "TAG-ALONG PURCHASER"), other than a Transfer (i) a transfer to any affiliate of Blackstone or any stockholderthe Company, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, (iii) a Rule 144 Sale pursuant to a broker's transaction (within the Transferring Stockholder meaning of Section 4(4) of the Securities Act) or a transaction directly with a market maker (as that term is defined in Section 3(a)(38) of the Exchange Act), in either case, in response to an unsolicited offer or (iv) a Permitted Transfer by such Shareholder Party, a number of ordinary shares of the Company ("SUBJECT SHARES") comprising at least 20% of the Subject Shares in issue (on a fully-diluted basis, taking into account all vested and exercisable options, warrants or rights to acquire any Subject Shares and any securities immediately convertible into or exchangeable or exercisable for Subject Shares), in a single transaction or in a series of related transactions (a "TAG-ALONG SALE"), the Tag-Along Seller shall have provide each other Shareholder Party that holds Subject Shares (each a "RELEVANT SHAREHOLDER") notice of the obligationterms and conditions of such proposed transfer to the Tag-Along Purchaser ("TAG-ALONG NOTICE") and offer each Relevant Shareholder the opportunity to participate, and the Executive and the Permitted Affiliates shall have the righteach Relevant Shareholder may elect, at its option, to require participate in the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates Tag-Along Sale in accordance with this clause 3 (in each such capacityelecting Relevant Shareholder, a "Tagging StockholderTAGGING PERSON") a number ). In the event of any Tag-Along Sale for ordinary shares of the Executive Company, each Wellington Entity that holds vested options under the Wellington Option shall be deemed to be a Relevant Shareholder and shall be entitled to participate in the proposed Tag-Along Sale (and, if such Wellington Entity so elects to participate, shall be deemed a Tagging Person) in respect of the Subject Shares up underlying such vested options. In the event that the proposed Tag-Along Sale would result in a Change of Control, then each Management Shareholder shall be deemed to be a Relevant Shareholder and shall be entitled to participate in the product proposed Tag-Along Sale (rounded up and, if he or she so elects to the nearest whole numberparticipate, shall be deemed a Tagging Person) in respect of (A) the quotient determined by dividing (x) the aggregate number of Subject Shares owned by Blackstone to be included in the contemplated Transfer by such Management Shareholder and (y) the aggregate number Subject Shares underlying any options, warrants, rights or securities exercisable or exchangeable for, or convertible into, Subject Shares, provided that, if any of Shares owned by Blackstone immediately prior such options, warrants, rights or securities are subject to vesting, only upon and to the contemplated Transfer extent of such vesting and (B) subject to the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions of Section 3(d) in the shareholder's agreement between such Management Shareholder and the Company (including without limitation time each, a "MANAGEMENT SHAREHOLDER'S AGREEMENT"). Each Management Shareholder shall have the right under the Contracts (Rights of payment and form of considerationThird Parties) applicable Xxx 0000 to the Transferring Stockholder; provided, that in order to enforce this clause 3. The Management Shareholders' Representative shall be entitled to receive notices and other communications and take decisions and exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4approvals, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities consents and agreements that the Transferring Stockholder agrees to make other rights under or in connection with the proposed Transfer this Agreement for and on behalf of the shares Management Shareholders in accordance with the power of Common Stock of attorney granted to the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by Management Shareholders' Representative under each of them on a pro rata basisManagement Shareholder's Agreement.

Tag-Along Rights. (a) So long If Summit intends to seek to sell or otherwise transfer a Control Portion (as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone"hereinafter defined) beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect their Shares to any proposed Transfer by Blackstone other person or persons (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer Permitted Transferee) Summit shall first deliver to the Percon Group and the Founders a written notice (ithe "Summit Tag Along Notice") advising the Percon Group and the Founders of Summit intention to sell a Control Portion of their Shares and specifying the price at which Summit proposes to sell such Shares and any affiliate other material terms proposed for the sale. Within 10 days after the date of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offeringthe Summit Tag Along Notice, the Transferring Stockholder shall have the obligation, Percon Group and the Executive Founders must each deliver to Summit a written notice (the "Percon Group Tag Along Notice" and the Permitted Affiliates "Founders Tag Along Notice," respectively) indicating whether the Percon Group or the Founders, as applicable, shall require Summit to have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number any of the Executive Percon Group's or the Founders' Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) proposed sale in the aggregate number of Shares owned by Blackstone immediately prior same proportion as Summit propose to sell or transfer. The Percon Group's and the contemplated Transfer and (B) the total number of Executive Shares owned Founders' determination to participate in such sale, as evidenced by the Tagging StockholderPercon Group Tag Along Notice and the Founders Tag Along Notice, shall be final and at the same price per share of Common Stock and upon the same irrevocable, provided such sale is made on terms and conditions (including without limitation time of payment no more favorable to Summit than the terms and form of consideration) applicable conditions specified in the Summit Tag Along Notice. The Percon Group's or the Founders determination not to participate in such sale, as evidenced by the Transferring Stockholder; providedPercon Group Tag Along Notice, that in order the Founders Tag Along Notice, and/or either party's failure to timely deliver such notices, shall be entitled final and irrevocable and the Percon Group and/or the Founders shall be deemed to exercise his have waived any right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make participate in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisany such sale.

Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in At any time following the Company (collectively, "Blackstone") beneficially owns not less than one-fourth expiration of the Common Stock owned by Blackstone on the date hereof, Founder Shares Lock-Up Period with respect to any proposed Transfer by Blackstone (in such capacitySubject Shares, a "Transferring Stockholder") of 50% if one or more of the Affiliates of Onex that own ordinary shares of Common Stock then held by BlackstoneHoldings from time to time (collectively, the “Onex Shareholders”) proposes to Transfer (other than a Transfer (ix) to any affiliate Person that is an Affiliate of Blackstone Holdings, Onex, Baring, any Founder, the Sponsor or Garden State or (y) in a Public Offering (as defined in the Registration Rights Agreement (as defined in the Merger Agreement) or in a sale to the public under Rule 144 of the Securities Act) all or any stockholderportion of the ordinary shares of Holdings then held by such Onex Shareholder and the Dragging Shareholders (as defined below) do not exercise their Drag-Along Rights (as defined below), partner or other equity owner if applicable, with respect to such Transfer (such Onex Shareholder proposing such Transfer being the “Transferring Shareholder”), then the provisions of any this paragraph 26 shall apply. In such affiliate or Blackstone or (ii) pursuant to a Public Offeringevent, the Transferring Stockholder Sponsor, the Founders and Garden State (the “Tag-Along Shareholders”) shall have the obligation, and right (the Executive and the Permitted Affiliates shall have the right, “Tag-Along Right”) to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (sell in such capacity, a "Tagging Stockholder") a number of the Executive Shares their discretion up to the product (rounded same percentage of such Tag-Along Shareholders’ Subject Shares as the Transferring Shareholder is proposing to sell in such Transfer by requesting that the transferee in such Transfer purchase from each such Tag-Along Shareholder up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Subject Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior equal to the contemplated Transfer and number derived by multiplying (Bi) the total number of Executive Subject Shares that the transferee has agreed or committed to purchase from the Transferring Shareholder by (ii) a fraction, the numerator of which is the total number of Subject Shares owned by the Tagging Stockholdersuch Tag-Along Shareholder, and at the same price per share denominator of Common Stock and which is equal to the sum of (x) the total number of ordinary shares of Holdings then held by the Onex Shareholders plus (y) the total number of Subject Shares. Any Subject Shares purchased from Tag-Along Shareholders pursuant to this paragraph 26 shall be purchased upon the same terms and conditions (including without limitation time timing of purchase and payment and the type and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the as such proposed Transfer of the shares of Common Stock of the by such Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basisShareholder.