Common use of Tag Along Clause in Contracts

Tag Along. Subject to Section 13.8(c), no holder of Class A Membership Interest shall Transfer Class A Membership Interest to a third party without complying with the terms and conditions set forth in this Section 13.8, as applicable. (a) Any of the Class A Members (each, an “Initiating Member”) desiring to Transfer more than fifty percent (50%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class B Member and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member (the “Participation Interest”) and the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Company, each Class B Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members. (c) The provisions of this Section 13.8 shall not apply to other Permitted Transfers.

Tag Along. Subject to Section 13.8(c), no holder of Class A Membership Interest shall Transfer Class A Membership Interest to a third party without complying with the terms and conditions set forth in this Section 13.8, as applicable. (a) Any If at any time any member of the Class A Members Onex Group proposes to sell any Shares except for (each, an “Initiating Member”i) desiring sales to Transfer more than fifty percent (50%) another member of the total Class A Membership Interest in Onex Group that becomes bound by the terms of this Agreement (an "Onex Group Member"), (ii) sales to a single transaction Director Holder or other management employee or director of the Corporation or a series subsidiary of similar transactionsthe Corporation, shall give not less than ten (10iii) Business Days prior written notice sales of such intended Transfer the 500 Shares purchased by Onex on June 30, 1992 for later disposition to each Class B Member and persons providing services to the Company. Such notice Corporation or any of the Corporation's subsidiaries (the “Participation Notice”"500 Shares"), (iv) shall set forth sales effected on a national securities exchange in the terms and conditions regular way or in the over-the-counter market, or (v) sales made pursuant to an offering of such proposed Transfersecurities registered under the 1933 Act (a "Tag Along Disposition"), including the name each of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member (the “Participation Interest”) and the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Company, each Class B Member Director Holders shall have the right, by notice in writing right to sell to the Initiating Member and proposed purchaser a number of his Director Shares equal to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount total number of the Class B Membership Interest owned his Director Shares multiplied by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fractionratio, the numerator of which is the aggregate Sharing Percentage attributable number of Shares to be sold by the Onex Group Member to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members purchaser and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest total number of Shares then owned by the Initiating Members Onex Group. Such ratio is referred to herein as the "Share Ratio." A sale of Director Shares pursuant to this Section shall be made at the same price, upon the same terms, and (y) at the aggregate Sharing Percentage attributable to same time as the Class B Membership Interest held by such Participating Offeree. The consideration to be received sale by the Participating Offerees in respect Onex Group Member of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interestits Shares. (b) At The Onex Group Member shall give notice (the closing "Tag Along Notice") to each Director Holder of any the proposed Transfer Tag Along Disposition at least 20 days prior to the same. The Tag Along Notice shall be in respect writing and shall describe the terms of which a Participation Notice has been deliveredthe Tag Along Disposition in reasonable detail, the Initiating Memberidentity of the proposed purchaser, together with all Participating Offereesthe proposed date of sale, as the case may bepurchase price per Share, and the Share Ratio and shall deliver state that (i) the Director Holder has the option to sell to the proposed Transferee certificates evidencing purchaser a number of Director Shares equal to the Membership Intereststotal number of Director Shares then owned by such Holder multiplied by the Share Ratio, (ii) the sale, if any and as applicablemade, to shall be soldmade at the same price per share, free and clear of all Claims and Encumbrances, together with unit powers duly endorsedupon the same terms, and shall receive in exchange therefor at the consideration to be paid or delivered same time as the sale by the prospective Transferee in respect Onex Group Member of such Membership Interests as described in the last sentence of Section 13.8(a). In connection with any such Transfer, the Participating Offerees shall agree its Shares to the same terms proposed purchaser, and conditions as (iii) the Initiating Memberssale by Director Holders will be conditioned upon a sale of Shares by the Onex Group Member pursuant to this Section. (c) The provisions A Director Holder may exercise his sale option pursuant to Section 4.1 by delivering to the Onex Group Member, within ten days after such Director Holder receives the Tag Along Notice, written notice of his offer to sell Director Shares pursuant to this Section and indicating the number of Director Shares offered for sale. If a Director Holder gives notice of his election to sell, he shall be obligated to do so, but the sale and his obligation to sell shall be conditioned upon the closing of the Tag Along Disposition. If the purchaser specifies a limited number of Shares that it is willing to purchase in the aggregate, each Director Holder and the Onex Group Member shall have the right to sell its or his proportion of the number of Shares that the purchaser is purchasing, i.e., the proportion that the number of Shares owned by such Person bears to the aggregate number of Shares owned by the shareholders who are selling Shares. For purposes of this Section 13.8 4.1, the number of Shares owned by any Onex Group Member shall not apply be deemed to other Permitted Transfersinclude any portion of the 500 Shares then owned by any Onex Group Member. (d) If a transferee of Onex Shares pursuant to this Section 4.1 acquires such Shares free of this Agreement, then such transferee shall also take the Director Shares being sold by a Director Holder free of this Agreement. If, however, any Onex Group Member is required to transfer any Onex Shares subject to this Agreement, then the Director Holder shall also transfer his Director Shares subject to this Agreement.

Tag Along. Subject 9.6.1. If the Fortress Holders desire to Section 13.8(cTransfer 25% or more of their collective Class A Units in a Series (a “Class A Transfer”), no holder or more than 50% of their collective Class A Membership Interest shall Transfer C Preferred Units or Class A Membership Interest D Preferred Units (a “Preferred Transfer”), for value to any Prospective Buyer, whether in one bona fide, arm’s length transaction or a third party without complying with series of related contemporaneous or contemporaneously agreed upon transactions and whether to one Prospective Buyer or more than one Prospective Buyer (a “Sale”) such Fortress Holders may only do so in the manner and on the terms and conditions set forth in this Section 13.89.6. Any attempted Transfer of Units subject to this Section 9.6 and not permitted by this Section 9.6 shall be null and void, and the Company and such Series shall not in any way give effect to any such impermissible Transfer. 9.6.2. A written notice (the “Tag Along Notice”) shall be furnished by the Fortress Holders to (i) in the case of a Class A Transfer, each other holder of a Class A Unit of the Series proposed to be sold, and (ii) in the case of a Preferred Transfer, each other holder of a Class C Preferred Unit or Class D Preferred Unit, as applicable.the case may be (collectively, the “Tag Along Offerors”), at least 20 business days prior to such Transfer. The Tag Along Notice shall include: (a) Any The principal terms of the Class A Members proposed Sale insofar it relates to the Units proposed to be so sold (each, an the “Initiating MemberAffected Units”) desiring including the number of Units to Transfer more than fifty percent be purchased from the Fortress Holders, the percentage of all Affected Units held by the Fortress Holders which such number of Units proposed to be so purchased constitutes the “Tag Along Sale Percentage,” the expected per Unit purchase price (50%which, in the case of Class C Preferred Units or Class D Preferred Units, shall be expressed as a specified percentage of the Series 1 Class C Preferred Priority Return (in the case of Class C Preferred Units) or Series 1 Class D Preferred Priority Return (in the case of Class D Preferred Units) of the total Units to be sold), the name and address of the Prospective Buyer, a good-faith estimate of the amounts described in Section 9.8.4; and (b) An invitation to each Tag Along Offeror to make an offer to include in the proposed Sale to the Prospective Buyer an additional number of Affected Units, but only including the vested portion of any Company Match Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice Units of such intended Transfer Series (not in any event to each Class B Member and to exceed the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including the name Tag Along Sale Percentage of the prospective TransfereeAffected Units owned by such Tag Along Offeror) owned by such Tag Along Offeror, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member (the “Participation Interest”) and the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Company, each Class B Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon on the same terms and conditions with respect to each Unit sold (subject to Section 9.8), as the Initiating Member) up Fortress Holders shall Sell each of their Units. Notwithstanding the foregoing, in the event Fortress Holders are Transferring 100% of their collective economic or other rights that comprise their Series Interest in a Series in a Sale, the unvested portion of the Affected Units may be included in such proposed Sale pursuant to the amount terms of this Section 9.6. 9.6.3. Within 15 business days after the receipt (in accordance with Section 18.3) of the Class B Membership Interest Tag Along Notice, each Tag Along Offeror desiring to make an offer to include Affected Units in the proposed Sale (each a “Participating Seller” and, together with the Fortress Holders, collectively, the “Tag Along Sellers”), shall send a written offer (the “Tag Along Offer”) to the Fortress Holders specifying the number of Units (not in any event to exceed the Tag Along Sale Percentage of the Affected Units owned by such Class B Member (each Class B Member making Participating Seller) which such electionParticipating Seller desires to have included in the proposed Sale. Each Tag Along Offeror who does not return the Tag Along Offer within such 15 business day period shall be deemed to have waived all of such Tag Along Offeror’s rights with respect to such Sale, a “Participating Offeree”) as and the Tag Along Sellers shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable thereafter be free to Sell to the amount Prospective Buyer, at a per Unit price no greater than 105% of Class A Membership Interest the per Unit price set forth in the Tag Along Notice and on other terms which are not materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Offerors. 9.6.4. The Fortress Holders shall attempt to obtain the inclusion in the proposed Sale of the entire number of Affected Units which the Tag Along Sellers desire to be transferred have included in the Sale (as evidenced in the case of the Fortress Holders by the Initiating Members Tag Along Notice and in the denominator case of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held each Participating Seller by such Participating OffereeSeller’s Tag Along Offer). The consideration In the event the Fortress Holders shall be unable to be received by obtain the Participating Offerees inclusion of such entire number of Affected Units in respect the proposed Sale, the number of the Class B Membership Interest Affected Units to be sold in the proposed Sale by each Tag Along Seller shall be reduced on a pro rata basis according to the prospective Transferee proportion which the number of all Affected Units which each such Tag Along Seller desires to have included in the Sale bears to the aggregate number of all Affected Units which all of the Tag Along Sellers desire to have included in the Sale. 9.6.5. The offer of each Participating Seller contained in such Participating Seller’s Tag Along Offer shall be determined based upon irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Affected Unit sold (isubject to Section 9.8), as the Prospective Selling Holders, up to such number of Affected Units as such Participating Seller shall have specified in such Participating Seller’s Tag Along Offer; provided, however, that (a) if the deemed value principal terms of the Company implied by proposed Sale change with the result that the price per Affected Unit shall be less than 95% of the price per Affected Unit set forth in the Tag Along Notice or the other terms shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be permitted to withdraw the offer contained in his Tag Along Offer and shall be released from such Participating Seller’s obligations thereunder and (b) if, at the end of the 120th day following the date of the effectiveness of the Tag Along Notice (provided, that if the only condition, other than the making of payments or delivery of documents at such closing, to the completion of the proposed Sale is one or more regulatory or governmental approvals or consents, such 120 day period shall automatically be extended for an additional 45 days), the Fortress Holders have not completed the proposed Sale, each Participating Seller shall be permitted to withdraw the offer contained in his Tag Along Offer and shall be released from such Participating Seller’s obligations thereunder, unless the failure to complete such Sale resulted from any failure by such Participating Seller to comply with the terms of this Section 9.6. 9.6.6. If, prior to consummation, the terms of the proposed Sale shall change with the result that the price per Affected Unit to be paid in such proposed Sale shall be greater than 105% of the price per Affected Unit set forth in the Tag Along Notice or the other terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 9.6 separately complied with, in order to consummate such proposed Sale pursuant to this Section 9.6. 9.6.7. Notwithstanding the foregoing provisions of this Section 9.6, no other holder of Units shall have any tag along right pursuant to the provisions of this Section 9.6 with respect to any Transfer of Units by the prospective Transferee for the Sharing Percentage attributable Fortress Holders: (a) pursuant to the Class A Membership Interest and (ii) the resulting relative value exercise of the Sharing Percentage attributable to the Class B Membership Interest.their “drag along” rights contained in Section 9.7; (b) At the closing to an Affiliate of any proposed Transfer in respect of which the Fortress Holders or to partners, members, managing directors and principals of any of the Fortress Holders that is a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid partnership or delivered by the prospective Transferee in respect of limited liability company; provided that such Membership Interests as described in the last sentence of Section 13.8(a). In connection with any such Transfer, the Participating Offerees transferee shall agree to be bound by the provisions of this Section 9.6 to the same terms and conditions extent as the Initiating Members.if such transferee were a Fortress Holder; or (c) in a Public Sale. 9.6.8. The foregoing provisions of this Section 13.8 9.6 shall expire upon the closing of a Qualified Public Offering and shall not apply to other Permitted Transfersany Units which have been Sold in a Public Sale.

Tag Along. Subject to Section 13.8(c)(a) No Stockholder (each such Stockholder, no holder of Class A Membership Interest a “Prospective Selling Holder”) shall Transfer Class A Membership Interest any Share for value (a “Sale”, or any similar formulation of the verb “Sell”) to a third party without complying with any Prospective Buyer except in the manner and on the terms and conditions set forth in this Section 13.82.4. Any attempted Transfer of Shares not in compliance with this Section 2.4 shall be null and void, as applicableand the Company shall not in any way give effect to any such impermissible Transfer. (ab) Any of A written notice (the Class A Members (each, an “Initiating MemberTag Along Notice”) desiring shall be furnished by the Prospective Selling Holders to Transfer more than fifty percent each Eligible Stockholder (50%collectively, the “Tag Along Offerors”) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than at least ten (10) Business Days prior written notice to such Transfer. The Tag Along Notice shall include: (i) The principal terms of the proposed Sale, including the number and class or series of Shares to be purchased from the Prospective Selling Holders, the percentage of Shares held by the Prospective Selling Holder which such intended Transfer number of Shares proposed to each Class B Member and to the Company. Such notice be so purchased constitutes (the “Participation Tag Along Sale Percentage”), the expected per Share purchase price to be received by the Prospective Selling Holders (as calculated on an as converted basis), the name and address of the Prospective Buyer and a good-faith estimate of the amounts described in Section 2.6(e); and (ii) An invitation to each Tag Along Offeror to make an offer to include in the proposed Sale to the Prospective Buyer an additional number of Shares of each class or series (not in any event to exceed the Tag Along Sale Percentage of Shares of such class or series owned by such Tag Along Offeror) owned by such Tag Along Offeror, for a price per Share of such class or series equal to the price per Share (as calculated on an as-converted basis) the Prospective Selling Holder will receive in such Sale and otherwise on the same terms and conditions with respect to each Share sold (subject to Section 2.6), as the Prospective Selling Holders shall Sell each of their Shares. (c) Within ten (10) Business Days after the delivery of the Tag Along Notice, each Tag Along Offeror desiring to make an offer to include Shares in the proposed Sale (each a “Participating Seller” and, together with the Prospective Selling Holders, collectively, the “Tag Along Sellers”) shall send a written offer (the “Tag Along Offer”) to the Prospective Selling Holders specifying the number of Shares (not in any event to exceed the Tag Along Sale Percentage of Shares owned by such Participating Seller) which such Participating Seller desires to have included in the proposed Sale. Each Tag Along Offeror who does not so accept the Prospective Selling Holders’ invitation to make an offer to include Shares in the proposed Sale shall be deemed to have waived all of such Tag Along Offeror’s rights with respect to such Sale, and the Tag Along Sellers shall thereafter be free to Sell to the Prospective Buyer on terms which are not materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Offerors. (d) The Prospective Selling Holders shall use their reasonable efforts to obtain the inclusion in the proposed Sale of the entire number of Shares which the Tag Along Sellers desire to have included in the Sale (as evidenced in the case of the Prospective Selling Holders by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Holders shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale by each Tag Along Seller shall be reduced on a pro rata basis according to the proportion which the number of all Shares which each such Tag Along Seller desires to have included in the Sale bears to the aggregate number of all Shares which all of the Tag Along Sellers desire to have included in the Sale. (e) The offer of each Participating Seller contained in such Participating Seller’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share sold (subject to Section 2.6), as the Prospective Selling Holders, up to such number of Shares as such Participating Seller shall have specified in such Participating Seller’s Tag Along Offer; provided, however, that: (i) if the principal terms of the proposed Sale change with the result that the terms shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be permitted to withdraw the offer contained in his Tag Along Offer and shall be released from such Participating Seller’s obligations thereunder; and (ii) if, at the end of the120th day following the date of the effectiveness of the Tag Along Notice, the Prospective Selling Holders have not completed the proposed Sale, each Participating Seller shall be released from such Participating Seller’s obligations under his Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and all of the terms and conditions provisions of this Section 2.4 separately complied with, in order to consummate such proposed TransferSale pursuant to this Section 2.4, including unless the name failure to complete such Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 2.4; provided, however, that if any governmental approvals are required in connection with such Sale, such 120-day period shall be extended until the prospective Transferee, the amount expiration of the Class A Membership Interest proposed to be Transferred by the Initiating Member (the “Participation Interest”) and the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery date on which all governmental approvals are obtained and any applicable waiting periods under applicable law have expired or been terminated. (f) If, prior to consummation, the terms of the Participation Notice by proposed Sale shall change with the Initiating Member to each Class B Member and result that the terms of such proposed Sale shall be materially more favorable to the CompanyTag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 2.4 separately complied with, in order to consummate such proposed Sale pursuant to this Section 2.4; provided, however, that in the case of such a separate Tag Along Notice, each Class B Member shall have the right, by notice applicable period to which reference is made in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee Section 2.4 shall be determined based upon the longer of (i) the deemed value remaining portion of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable ten (10) business day period applicable to the Class A Membership Interest and assigned Tag Along Notice distributed in connection with such proposed transfer or (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interestfive (5) Business Days. (bg) At Notwithstanding the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members. (c) The foregoing provisions of this Section 13.8 2.4, no Stockholder shall have any tag along right pursuant to the provisions of this Section 2.4 with respect to any Transfer of Shares to Permitted Transferees or in a Public Sale. (h) The foregoing provisions of this Section 2.4 shall expire upon the closing of a Public Offering and shall not apply to other Permitted Transfersany Shares which have been Sold in a Public Sale.

Tag Along. Subject If Waterton, a Permitted Transferee thereof or any Affiliated Fund proposes to Transfer, directly or indirectly, any Units held by it (“Waterton Units”) to a Prospective Buyer in a transaction (a “Tag Along Transfer”) which is not (A) to a Permitted Transferee under the terms of Section 13.8(c11.2(c)(ii), no holder of Class A Membership Interest shall (iii) or (iv), or (B) a Transfer Class A Membership Interest in connection with which Waterton has elected to a third party without complying with the terms and conditions set forth in this exercise its “drag along” rights under Section 13.8, as applicable.12.1: (a) Any of the Class A Members (each, an “Initiating Member”) desiring to Transfer more than fifty percent (50%) of the total Class A Membership Interest in Notice. Waterton will deliver a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class B Member and to the Company. Such notice (the “Participation Tag Along Notice”) shall set forth to each Member holding the same class or classes of Units held by Waterton (each, a “Tag Along Holder”), at least ten Business Days prior to such Tag Along Transfer. The Tag Along Notice will include: (i) The principal terms of the proposed Tag Along Transfer insofar as it relates to such Waterton Units, including (A) the number and class of Waterton Units to be purchased, directly or indirectly, from the Waterton Group Members, (B) the fraction, expressed as a percentage, determined by dividing the number of each class of Waterton Units to be purchased, directly or indirectly, from the Waterton Group Members by the total number of each such class of Waterton Units held by the Waterton Group Members (each a “Tag Along Transfer Percentage”), (C) the estimated purchase price per respective Unit or formula for determining such price, (D) the anticipated form of consideration for each such Waterton Unit, (E) the name and address of the Prospective Buyer and (F) the expected closing date for the Transfer; and (ii) An invitation to each Tag Along Holder to make an offer to include in the Tag Along Transfer to the applicable Prospective Buyer an additional number of issued and outstanding Units of each class held by such Tag Along Holder that are of the same class being proposed for Transfer by the Waterton Group Members (not in any event to exceed the product of the Tag Along Transfer Percentage multiplied by the total number of Units of each class held by such Tag Along Holder), on the same economic terms and conditions with respect to each such class of such proposed Units as the Waterton Group Members will Transfer, including the name of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member (the “Participation Interest”) and the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Companydirectly or indirectly, each Class B Member shall have of their respective class of Units, provided that if the rightWaterton Group Members are Transferring, by notice in writing to the Initiating Member and to the Companydirectly or indirectly, to elect multiple classes of Units, each Tag Along Holder may be required to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions classes of Units in the same proportion as the Initiating Member) up to the amount of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Waterton Group Members. (c) The provisions of this Section 13.8 shall not apply to other Permitted Transfers.

Tag Along. Subject to Section 13.8(c), no No holder of Class Series A Membership Interest Shares (each such holder, a “Prospective Series A Seller”) shall Transfer Class for value (a “Sale”) any such Series A Membership Interest Shares to a third party without complying Prospective Buyer except in compliance with the terms and conditions set forth in this Section 13.83.1. Any attempted Transfer of Shares not in compliance with this Section 3 shall be null and void, as applicableand the Company shall not in any way give effect to any such impermissible Transfer. (a) Any A written notice (the “Tag Along Notice”) shall be furnished by the Prospective Series A Seller to each other holder of the Class A Members Shares (each, an a “Initiating MemberTag Along Holder”) desiring to Transfer more than fifty percent (50%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than at least ten (10) Business Days business days prior written notice of to such intended Transfer to each Class B Member and to Transfer. The Tag Along Notice shall include: (i) the Company. Such notice (the “Participation Notice”) shall set forth the material terms and conditions of such the proposed TransferSale insofar as it relates to the sale of Shares, including the number and type of Shares to be Transferred from the Prospective Series A Seller, the Tag Along Sale Percentage, the maximum and minimum per share purchase price for each type of Shares (if the Prospective Buyer fails to allocate or reasonably indicate a per share purchase price for each type of Shares to be included in the proposed Sale, the Board shall determine in good faith the per share purchase price for each type of Share) and the name and address of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member transferee (the “Participation InterestProspective Buyer”); and (ii) and an invitation to each Tag Along Holder to make an offer to include in the Sharing proposed Sale to the Prospective Buyer an additional number of Shares (not in any event to exceed the Tag Along Sale Percentage attributable thereto, of the purchase price proposed to be paid therefor and the payment terms total number and type of Transfer to be effectuated. Within five (5Shares held by such Tag Along Holder) Business Days following the delivery of the Participation Notice owned by the Initiating Member to each Class B Member and to the Companysuch Tag Along Holder, each Class B Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon on the same terms and conditions as conditions, subject to Section 3.3(d) in the Initiating Member) up case of Options, with respect to the amount each type of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest Shares to be sold to in the prospective Transferee Sale, as the Prospective Series A Seller shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership InterestSell its Shares. (b) At Each Tag Along Holder’s “Tag Along Sale Percentage” shall represent such Tag Along Holder’s percentage ownership (based on the closing relative value of any proposed Transfer in respect such Tag Along Holder’s number and type of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear Shares) of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating MembersShares. (c) The provisions of this Section 13.8 shall not apply to other Permitted Transfers.

Tag Along. Subject to Section 13.8(c), no holder of Class A Membership Interest shall Transfer Class A Membership Interest to a third party without complying with the terms and conditions set forth in this Section 13.8, as applicable. (a) Any Prior to an Initial Public Offering, in the event that the Apax Holders intend to Transfer to any Person (other than transfers to Affiliates or sales to one or more co-investors in transactions that are customary for the syndication of investments by private equity funds of the Class A Members (each, an “Initiating Member”) desiring to Transfer more than fifty percent (50%) size and type of the total Class A Membership Interest Apax Investors), in a single transaction one or a series of similar transactionsrelated transactions (a “Tag-Along Sale”), any Units, the Apax Holders shall give not less than ten (10) Business Days days prior written notice of such intended Transfer to each Class B Member the Partnership and to the CompanyCommon Series B Limited Partners (the “Tag-Along Offerees”). Such notice (the “Participation Tag-Along Notice”) shall set forth the all material terms and conditions of such proposed Transfer, including the name of the prospective Transfereetransferee, the amount number of the Class A Membership Interest Units proposed to be Transferred by to the Initiating Member extent known (the “Participation InterestTag-Along Securities”) and by the Sharing Percentage attributable theretoApax Holders, the aggregate purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days days following the delivery of the Participation Tag-Along Notice by the Initiating Member Apax Holders to each Class B Member the Tag-Along Offerees and to the CompanyPartnership, each Class B Member shall have the rightTag-Along Offeree shall, by notice in writing to the Initiating Member Apax Holders and the Partnership, have the opportunity and right to sell to the Company, to elect to Transfer to the purchasers in such proposed Transfer purchaser (upon the same terms and conditions as the Initiating MemberApax Holders, including with respect to representations, warranties, covenants and indemnities (each of which would be made severally by each such Tag-Along Offeree, based on such Tag-Along Offeree’s pro rata share of the aggregate consideration to be paid by the purchaser) up the same percentage of Common Series B Units held by such Tag-Along Offeree as such Transfer represents with respect to the amount of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest Units proposed to be transferred sold by the Initiating Members and Apax Holders. No Partner shall have the denominator of which is the aggregate Sharing Percentage attributable right to sell any Common Series C Units in any Tag-Along Sale. The Apax Holders and/or each Tag-Along Offeree shall Transfer to the Class A Membership Interest owned purchaser all of the Units proposed to be sold by them at not less than the Initiating Members and price (y) the aggregate Sharing Percentage attributable subject, to the Class B Membership Interest held by last sentence of this Section 9.3(a)) and upon other terms and conditions, if any, not more favorable to the purchaser than those originally offered. The Apax Holder shall not Transfer any Units to such Participating Offereepurchaser if such purchaser declines to permit the participating Tag-Along Offerees to participate pursuant to the terms of this Section 9.3. The consideration to be received by the Participating Tag-Along Offerees in the Tag-Along Sale in respect of their Common Series B Units shall be the Class B Membership Interest to be sold same form of consideration and the same per Unit price as the price paid to the prospective Transferee shall be determined based upon (i) Apax Holders for their Common Series A Units in the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership InterestTag-Along Sale. (b) At the closing of any proposed Transfer in respect of which a Participation Tag-Along Notice has been delivered, the Initiating MemberApax Holders, together with all Participating Offerees, as the case may be, Tag-Along Offerees so electing to sell Common Series B Units pursuant to Section 9.3(a) shall deliver to the proposed Transferee transferee certificates evidencing and/or other instruments representing the Membership Interests, if any and as applicable, Units to be sold, free and clear of all Claims and EncumbrancesLiens, together with unit appropriate powers duly endorsedendorsed therefor, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee proposed transferee in respect of such Membership Interests Units as described in the last sentence of Section 13.8(a). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating MembersTag-Along Notice. (c) The provisions of this Section 13.8 9.3 shall not apply to other Permitted Transfers(i) any Transfer pursuant to a Public Offering, or (ii) any Transfers pursuant to Section 9.2 hereof.

Tag Along. Subject In the event that Holdco 1 or any Affiliate of Holdco 1 (as the case may be, a "Transferor") proposes to Section 13.8(cSell any of the Units owned by it to any Person other than Holdco 1 or an Affiliate of Holdco 1 (a "Proposed Purchaser"), no holder then the Transferor will promptly provide each Minority Investor written notice (a "Sale Notice") of Class A Membership Interest shall Transfer Class A Membership Interest to such proposed Sale (a third party without complying with "Proposed Sale") and the material terms and conditions set forth in this Section 13.8, as applicable. (a) Any of the Class A Members (each, an “Initiating Member”) desiring to Transfer more than fifty percent (50%) Proposed Sale as of the total Class A Membership Interest in a single transaction or a series date of similar transactionssuch Sale Notice, shall give not less than including the aggregate number of Units the Proposed Purchaser is willing to purchase. If within ten (10) Business Days prior written notice of such intended Transfer to each Class B Member and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including the name business days of the prospective Transfereereceipt of the Sale Notice, the amount of Transferor receives a written request (a "Sale Request") to include the Class A Membership Interest proposed to be Transferred Units held, directly or indirectly, by any Minority Investor in the Initiating Member (the “Participation Interest”) and the Sharing Percentage attributable theretoProposed Sale, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Company, each Class B Member such Minority Investor shall have the rightright to Sell, by notice in writing to at the Initiating Member and to the Companysame price, to elect to Transfer to the purchasers in such proposed Transfer (upon on the same terms and pursuant to the same conditions as the Initiating Member) Proposed Sale, up to the amount such number of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) Units as shall equal the product aggregate number of (x) Units proposed to be Sold in such transaction multiplied by a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount number of Class A Membership Interest proposed to be transferred Units owned by the Initiating Members such Minority Investor and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest number of Units owned by the Initiating Transferor and its Affiliates and all other Members and (y) the aggregate Sharing Percentage attributable participating in such transaction. If a Minority Investor wishes to Sell a number of Units which is less than its share as determined pursuant to the Class B Membership Interest held preceding sentence, the maximum number of Units such Minority Investor wishes to Sell must be explicitly set forth in the Sale Request. If any such Minority Investor has not accepted the offer contained in the Sale Notice by delivering the Sale Request to the Transferor in the required time, such Participating OffereeMinority Investor shall be deemed to have irrevocably waived its rights under this Section 7.7(a) with respect to such Proposed Sale, and the Transferor shall thereafter be free, for a period of one hundred and eighty (180) days from the date of the Sale Notice, to transfer the Units specified in the Sale Notice upon the same terms and conditions set forth in the Sale Notice (other than the price, which may be higher). The consideration to Any Sale Request shall be irrevocable, and once received by the Participating Offerees Transferor, such Minority Investor shall be obligated to Sell to the Proposed Purchaser such Minority Investor's Units in respect accordance with this Section 7.7(a). In connection with the delivery of the Class B Membership Interest Sale Request, a Minority Investor shall deliver to the Transferor the certificates for the Units to be sold by it in connection with the Proposed Sale. If a Minority Investor should fail to deliver such certificates to the prospective Transferee Transferor, the Company shall cause its books and records to show that such Units are bound by the provisions of this Section 7.7(a) and that such Units shall be determined based transferred to the transferee identified in the Sale Notice immediately upon surrender for transfer by such holder. The Transferor shall not consummate any Proposed Sale without compliance with this Section 7.7(a), and the Company shall not recognize or give effect to any purported transfer of Units not made in compliance with this Section 7.7(a). Units subject to a Sale Request will be included in a Proposed Sale pursuant hereto and to any agreement with the Proposed Purchaser relating thereto, on the same terms and subject to the same conditions applicable to the Units which the Transferor proposes to sell in the Proposed Sale. Such terms and conditions shall include, without limitation, (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest Sale consideration and (ii) the resulting relative value provision of information, representations, warranties, covenants and requisite indemnifications; 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 number of Units being Sold by each Member in the Proposed Sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the Sharing Percentage attributable to the Class B Membership Interest. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a)Proposed Purchaser. In addition, each participating Minority Investor and the Transferor shall bear its proportionate share (based on consideration received) of the out-of-pocket costs and expenses incurred in connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Memberstransaction. (c) The provisions of this Section 13.8 shall not apply to other Permitted Transfers.

Tag Along. (a) Subject to first complying with the right of first refusal set forth in Section 13.8(c8.02, in the event that any Class A Unitholder (a “Tag Selling Unitholder”) desires to Transfer any Class A Units, pursuant to a bona fide offer from any Person (other than an Affiliate of any Tag Selling Unitholder) (a “Buyer”), no holder then such Tag Selling Unitholder shall notify the Class A Unitholders, to the extent such are not Tag Selling Unitholders (“Tag-Along Unitholders”), in writing, of such offer and its terms and conditions, including, without limitation, the number of Class A Membership Interest Units subject to the proposed Transfer, the sales price (the “Offer Price”), form of consideration and proposed Transfer date (the “Tag Transfer Notice”). Upon receipt of such Tag Transfer Notice, each Tag-Along Unitholder shall have the right to sell to the Buyer, on the same terms and conditions as the Tag Selling Unitholder as set forth in the Tag Transfer Notice, that number of Units equal to the product attained by multiplying (a) the number of Class A Units beneficially owned by the Tag-Along Unitholder and (b) the quotient derived by dividing (i) the number of Class A Units which otherwise would have been sold by the Tag Selling Unitholders to the Buyer by (ii) the total number of Class A Units Beneficially Owned by such Tag Selling Unitholder and the number of Class A Units Beneficially Owned by the Tag-Along Unitholders who have elected to participate in such Transfer. If more than one Tag-Along Unitholder elects to Transfer Class A Membership Interest Units pursuant to a third party without complying this Section 8.03, they may do so pro rata based on the number of Class A Units beneficially owned by each of them or in such other proportions as they may agree. To the extent one or more Tag-Along Unitholders exercise such right of participation in accordance with the terms and conditions set forth in herein, the number of Class A Units that the Tag Selling Unitholder may Transfer shall be correspondingly reduced. The Tag-Along Unitholders’ right to sell pursuant to this Section 13.8, as applicable. (a) Any 8.03 can be exercised by delivery of written notice to the Class A Members (each, an “Initiating Member”) desiring to Transfer more than fifty percent (50%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than Tag Selling Unitholder within ten (10) Business Days prior written notice of such intended Transfer to each Class B Member and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including the name following delivery of the prospective Transferee, Tag Transfer Notice. Any Tag-Along Unitholder who fails to notify the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member Tag Selling Unitholder within such ten (the “Participation Interest”) and the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (510) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Company, each Class B Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interesthave waived its rights under this Section 8.03. (b) At In the closing of any proposed event that Class A Unitholders propose to Transfer Class A Units in respect one or more related transactions, the result of which would be a Participation Notice has been deliveredChange of Control, the Initiating MemberClass B Unitholders shall have the same Tag-Along rights to participate in such Transfer as provided for in Section 8.03(a) for the Class A Unitholders; provided, together however, that the Offer Price set forth in the Tag Transfer Notice with all Participating Offerees, as the case may be, shall deliver respect to the proposed Transferee certificates evidencing Class B Units shall be appropriately adjusted based on the Membership Interests, if any and as applicable, liquidation value of a Class B Unit in a liquidation in which a Class A Unit were to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive the Offer Price provided for in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a8.03(a). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members. (c) The provisions of this Section 13.8 shall not apply to other Permitted Transfers.

Tag Along. Subject (a) No Keurig Partner shall consummate any Transfer of its Units to any Person (the “Tag-Along Purchaser”) pursuant to Section 13.8(c), no holder of Class A Membership Interest shall Transfer Class A Membership Interest to 8.2(a)(iii) (a third party without complying with “Tag-Along Transfer”) unless the terms and conditions of such Tag-Along Transfer includes an offer by the Tag-Along Purchaser to the Co-Investor Limited Partner to, at the option of the Co-Investor Limited Partner, include in such Tag-Along Transfer all or a portion of the Units owned by the Co-Investor Limited Partner determined in accordance with Section 8.7(b). If a Keurig Partner desires to consummate a Tag-Along Transfer (in such capacity, the “Tag-Along Seller”), the Tag-Along Seller shall send a written notice of the Tag-Along Transfer (the “Tag Offer Notice”) to the Co-Investor Limited Partner, which shall set forth in this Section 13.8the number and class of Units proposed to be Transferred by the Tag-Along Seller, as applicablethe consideration to be paid by the Tag-Along Purchaser and the other material terms and conditions of the Tag-Along Transfer. (ab) Any of If the Class A Members (eachCo-Investor Limited Partner desires to participate in the Tag-Along Transfer, an “Initiating Member”) desiring it must provide written notice to Transfer more than fifty percent (50%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than Tag-Along Seller within ten (10) Business Days prior written of receipt of the Tag Offer Notice, which notice of such intended Transfer to each Class B Member and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions number of Units the Co-Investor desires to Transfer in such proposed Tag-Along Transfer. The Co-Investor Limited Partner shall have the right to sell in such Tag-Along Transfer, including the name if consummated, a number of the prospective Transferee, the amount Units equal to such number and classes of the Class A Membership Interest proposed Units elected to be Transferred by the Initiating Member Co-Investor Limited Partner on a pro rata basis in proportion to the number of the classes of Units, as applicable, being Transferred by a Tag-Along Seller; provided, further, that Class A Units, on the one hand, and Class B Units, on the other hand, sold by the Co-Investor Limited Partner in such Tag-Along Transfer shall be allocated pro rata among the voting and non-voting Units of each such class of Units. For the avoidance of doubt, the Co-Investor Limited Partner shall not have the right to participate in a Tag-Along Transfer if such participation would result in the violation of the Transfer Restrictions in Section 8.3(e)(iii) or Section 8.3(e)(iv). (c) The purchase of Units by a Tag-Along Purchaser from the “Participation Interest”Co-Investor Limited Partner pursuant to this Section 8.7 shall be on substantially the same terms and conditions, and at substantially the same time as the purchase from the Tag-Along Seller, including the same base valuation for the JV (as determined on the basis of the hypothetical liquidation of the JV) implied by the consideration to be received by the Tag-Along Seller. (d) If within ten (10) Business Days after its receipt of the Tag Offer Notice the Co-Investor Limited Partner has not accepted the offer contained in the Tag Offer Notice, the Co-Investor Limited Partner shall be deemed to have waived, subject to Section 8.7(e), any and all rights with respect to the Transfer of Units described in the Tag Offer Notice and the Sharing Percentage attributable theretoTag-Along Seller shall have sixty (60) days in which to Transfer not more than the Units described in the Tag Offer Notice, on the purchase price proposed terms not more favorable to the Tag-Along Seller than were set forth in the Tag Offer Notice; provided that if the Tag-Along Transfer requires any regulatory approval or competition clearance prior to consummating such transaction, such sixty (60) day period shall be paid therefor and extended to the payment terms and type of Transfer to be effectuated. Within date that is five (5) Business Days after such regulatory approval or clearance has been obtained or finally denied. (e) If, at the end of such sixty (60) days following the delivery Co-Investor Limited Partner’s receipt of the Participation Tag Offer Notice by (as it may be extended), the Initiating Member to each Class B Member and to Tag-Along Seller has not completed a Transfer of Units in accordance with the Company, each Class B Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fractionTag Offer Notice, the numerator of which is the aggregate Sharing Percentage attributable obligations with respect to the amount of Class A Membership Interest proposed a Transfer contained in this Section 8.7 with respect to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest Units owned by the Initiating Members Tag-Along Seller shall again be in effect. (f) In the event that the Co-Investor Limited Partner elects to participate in a Tag-Along Transfer, it shall (i) make customary representations and warranties solely with respect to title to and ownership of the Units it is selling in such Tag-Along Transfer and due power and authority of the Co-Investor Limited Partner in connection with such Tag-Along Transfer; (yii) execute all documents, certificates and other deliveries signed by the Tag-Along Seller in connection with such Transfer, and be severally (but not jointly) obligated to join on a pro rata basis (based on its share of the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be proceeds received by the Participating Offerees Limited Partners in such Tag-Along Transfer) in any indemnification obligation the Tag-Along Seller agrees to in connection with such Transfer (other than any such obligations that relate specifically to another Limited Partner, such as indemnification with respect to representations and warranties given by such Limited Partner regarding his, her or its title to and ownership of its Units); provided, however, that the Co-Investor Limited Partner shall not be obligated in connection with such Tag-Along Transfer to indemnify any party in an aggregate amount in excess of the net cash proceeds actually paid to and received by the Co-Investor Limited Partner in such Tag-Along Transfer, other than in respect of the Class B Membership Interest Fraud or representations with respect to be sold title to the prospective Transferee shall be determined based upon and ownership of its Transferred Units and its due power and authority in connection with such Transfer; (iiii) the deemed value consent to, vote in favor of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and raise no objections against any such Tag-Along Transfer; (iv) not exercise any rights of appraisal, dissenters’ rights or similar rights, all of which are hereby waived; and (iiv) furnish information and copies of documents, in each case, that are reasonable and customary for transactions of its type. For the resulting relative value avoidance of doubt, the Sharing Percentage attributable Co-Investor Limited Partner shall not be required to agree to any non-competition, non-solicitation or other restrictive covenants in connection with the Class B Membership InterestTag-Along Transfer, other than reasonable and customary confidentiality restrictions to which the Tag-Along Seller is also bound. (bg) At In the event that the Co-Investor Limited Partner elects to participate in a Tag-Along Transfer, the closing of any proposed such Tag-Along Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, will take place at such time and place as the case may be, Tag-Along Seller shall deliver specify by notice to the proposed Transferee certificates evidencing Co-Investor Limited Partner; provided, however, that, without the Membership Interestsprior written consent of the Co-Investor Limited Partner, if any and as applicable, to in no event shall the Tag-Along Transfer be sold, free and clear consummated within fewer than twenty (20) Business Days of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by Co-Investor’s receipt of the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating MembersTag Offer Notice. (c) The provisions of this Section 13.8 shall not apply to other Permitted Transfers.

Tag Along. Subject (a) In the event that a Member or Members (collectively, the “Majority Member”) is permitted (pursuant to Section 13.8(c7.1(a), no holder ) and proposes to Transfer Units constituting more than 50% of Class A Membership Interest shall Transfer Class A Membership Interest the total Units to a third party without complying with (the “Tag-Along Transferee”), then the Majority Member shall, at least 45 days prior to the proposed Transfer, give written notice to the other Members (a “Tag-Along Notice”) describing the terms and conditions set forth in this Section 13.8, as applicable. (a) Any of the Class A proposed Transfer in reasonable detail, including the identity of the Tag-Along Transferee, the number of Units to be sold and the proposed closing date, and stating that each of the other Members (each, an a “Initiating Tag-Along Member”) desiring to Transfer more than fifty percent (50%) of has the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class B Member and to the Company. Such notice right (the “Participation NoticeTag-Along Right”) shall set forth to sell to the Tag-Along Transferee the same pro rata portion of its Units as the Majority Member (determined by reference to the relative Units of each such Member and with pro rata cutbacks for all selling Members to the extent that the Tag-Along Transferee is unwilling to acquire all Units sought to be Transferred), simultaneously with and conditional upon the closing of such Transfer, on the same pro rata terms and conditions of such proposed Transfer, including as the name Majority Member. (b) Each Tag-Along Member may elect to exercise its Tag-Along Right by delivering written notice to the Majority Member and the other Members no later than 30 days after receipt of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member Tag-Along Notice (the “Participation InterestTag-Along Period”). In the event a Tag-Along Member delivers such a notice to the Majority Member prior to the expiration of the Tag-Along Period, such notice shall constitute an irrevocable obligation of such Tag-Along Member to sell its Units to the Tag-Along Transferee in accordance with the Tag-Along Notice. The Majority Member shall give the Tag-Along Members at least ten business days’ notice of the time and place of the closing. (c) Each Member as part of its participation in the Transfer pursuant to the Tag-Along Right shall convey its Units to the Tag-Along Transferee at the closing, free and clear of all liens, claims and encumbrances and pursuant to such instruments of conveyance and warranties (including warranty of title and absence of encumbrances) as the Sharing Percentage attributable theretoTag-Along Transferee shall reasonably request, in exchange for payment in full of the purchase price proposed to be paid therefor set forth in the Tag-Along Notice, and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Company, each Class B Tag-Along Member shall have enter into agreements with the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon Tag-Along Transferee containing the same terms and conditions as the Initiating Member) up those applicable to the amount Majority Member; provided, however, that except with respect to indemnities for breaches of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable representations related to title to the amount of Class A Membership Interest proposed Tag-Along Member’s Units, each Tag-Along Member shall only be required to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable participate pro rata in any indemnity given to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Tag-Along Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a). In connection with any such Transfer, the Participating Offerees shall agree to on the same terms and conditions as the Initiating Members. (c) The provisions Majority Member, subject to a maximum indemnity exposure not to exceed the proceeds of this Section 13.8 the sale received by such Tag-Along Member. All Members participating in any such transaction shall bear their pro rata share of the reasonable costs of such transaction. Costs incurred by a Member on its own behalf shall not apply to other Permitted Transfersbe considered costs of such a transaction and shall be paid solely by such Member.

Tag Along. Subject to Section 13.8(c)No Member or group of Members (collectively, no the “Triggering Holders”) shall directly or indirectly (including by way of a transfer of capital stock or other equity securities of a holder of Class A Membership Interest shall Transfer Class A Membership Interest Units) transfer Units for value (a “Sale”) to any other Person, who is not an Affiliate (each a third party without complying with “Prospective Buyer”) except in the manner and on the terms and conditions set forth in this Section 13.8, as applicableSection. (a) Any of the Class A Members (each, an “Initiating Member”) desiring to Transfer more than fifty percent (50%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class B Member and to the Company. Such notice (the “Participation Tag Along Notice”) shall set forth be furnished by the Triggering Holders to each other Member at least 20 days prior to such transfer. The Tag Along Notice shall include: (i) The principal terms and conditions of such the proposed TransferSale, including the name of the prospective Transferee, (A) the amount of Units to be sold by the Class A Membership Interest Triggering Holders, (B) the percentage of the Units held by the Triggering Members which such number of Units proposed to be Transferred by the Initiating Member so purchased constitutes (the “Participation InterestTag Along Percentage”), (C) and the Sharing Percentage attributable thereto, the expected purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery in respect of the Participation Notice by Units, and (D) the Initiating name and address of the Prospective Buyer; and (ii) An invitation to each other Member to each Class B Member and include in the proposed Sale to the CompanyProspective Buyer an additional number of Units (not in any event to exceed the Tag Along Percentage of Units owned by such Member) owned by such Member, each Class B Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon on the same terms and conditions as the Initiating Member) up to the amount Triggering Holders shall sell each of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interesttheir Units. (b) At Within 15 days after the closing of any Tag Along Notice, each Member desiring to include Units in the proposed Transfer in respect of which Sale (each a Participation Notice has been delivered, the Initiating Member“Participating Seller” and, together with all Participating Offereesthe Triggering Holders, as collectively, the case may be, “Tag Along Sellers”) shall deliver send a written election (the “Tag Along Election”) to the Triggering Holders specifying the number of Units (not in any event to exceed the Tag Along Percentage of the Units held by such Participating Seller) that such Participating Seller desires to include in the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, Sale. An election of a Participating Seller pursuant to this Section shall be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsedirrevocable, and such Participating Seller shall receive in exchange therefor the consideration be obligated to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described sell in the last sentence of Section 13.8(a). In connection with any such Transfer, the Participating Offerees shall agree to proposed Sale on the same terms and conditions conditions, with respect to the Units sold, as the Initiating MembersTriggering Holders, up to such number of Units as such Participating Seller shall have specified in such Participating Seller’s Tag Along Election; provided, however, that (i) if the principal terms of the proposed Sale change such that they are materially less favorable in the aggregate to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be released from such obligations and (ii) if, at the end of the 120th day following the Tag Along Notice, the proposed Sale has not been completed, each Participating Seller shall be released from its obligations with respect to the proposed Sale, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section separately complied with, in order to consummate such proposed Sale. Each Member who does not so elect to include Units in the proposed Sale shall be deemed to have waived all rights with respect to such Sale. (c) The provisions Triggering Holders shall attempt to obtain the inclusion in the proposed Sale of this Section 13.8 the entire number of Units which the Tag Along Sellers desire to have included in the Sale. In the event the Triggering Holders shall not apply be unable to other Permitted Transfersobtain the inclusion of such entire number of Units in the proposed Sale, the total number of Units to be sold in the proposed Sale shall be allocated among the Triggering Holders and the Tag Along Sellers on a pro rata basis according to the number of Units held by each.