Common use of Tag Along Clause in Contracts

Tag Along. (a) Except in the case of the IPO, any ---------- registered sale of securities under the Securities Act or any other sales of securities on the market, if at any time Stockholders holding at least 2% of the Voting Securities of the Company (the "Initiating Stockholder(s)") shall ------------------------- determine to sell or transfer (in a business combination or otherwise) 2% or more of the Voting Securities then issuable or outstanding in one or a series of bona fide arm's-length transactions to a third party who is not an Affiliate of any of the Initiating Stockholders, the Initiating Stockholders shall give not less than 30 days' prior written notice of such intended transfer to each of the other Stockholders (individually, a "Participating Offeree" and --------------------- collectively, the "Participating Offerees") 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 number of Shares proposed to be transferred (the "Participation Securities") by the ------------------------ Initiating Stockholders, the purchase price per Share proposed to be paid therefor, and the payment terms and type of transfer to be effectuated. Within 20 days following the delivery of the Participation Notice by the Initiating Stockholders to each Participating Offeree and to the Company, each Participating Offeree may, by notice in writing to the Initiating Stockholders and to the Company, have the opportunity and the right to sell to the purchasers in such proposed transfer (upon the same terms and conditions as the Initiating Stockholders) up to that number of Shares owned by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Shares owned by such Participating Offeree as of the date of such proposed transfer and the denominator of which is the aggregate number of Shares owned as of the date of such Participation Notice by the Initiating Stockholders and by all Participating Offerees, multiplied by (ii) the number of Participation Securities. The amount of Participation Securities to be sold by the Initiating Stockholders shall be reduced to the extent necessary to provide for such sales of Shares by Participating Offerees. (b) At the closing of any proposed transfer in respect of which a Participation Notice has been delivered, the Initiating Stockholders, together with all Participating Offerees electing to sell Shares, shall deliver to the proposed transferee certificates evidencing the Shares to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Shares as described in the Participation Notice. (i) the provisions of this Section 5.02 shall not apply to sales pursuant to Sections 4.01, 4.02 and 4.03 of this Agreement and (ii) the provisions of this Article V shall not apply to any transfer by a Stockholder to (x) an Affiliate or limited partner of such Stockholder or (y) the Company.

Tag Along. (a) Except In the event that PBF Member or its Affiliates desire to market for sale all or substantially all of the Chalmette Refinery, including PBF Member’s Member Interest and associated Units in the case of Company, PBF Member will provide written notice to Eni Member and Eni Member shall have the IPO, any ---------- registered right to participate by including for sale of securities under the Securities Act or any other sales of securities on the market, if at any time Stockholders holding at least 2% of the Voting Securities of the Company all (the "Initiating Stockholder(s)") shall ------------------------- determine to sell or transfer (in a business combination or otherwise) 2% or more of the Voting Securities then issuable or outstanding in one or a series of bona fide arm's-length transactions to a third party who is not an Affiliate of any of the Initiating Stockholders, the Initiating Stockholders shall give but not less than 30 days' prior all) of Eni Member’s Member Interest and associated Units in connection with the sale of PBF Member’s Member Interest and associated Units (a “Joint Divestiture”). Within ninety (90) days following delivery of PBF Member’s notice, Eni Member shall have the right to deliver a written notice to PBF Member electing, or declining, to participate in such Joint Divestiture. If Eni Member declines to participate in such Joint Divestiture or fails to respond to PBF Member’s notice within such ninety (90) day period, Eni Member shall be deemed to have irrevocably and unconditionally waived its right to participate in a Joint Divestiture during such sale process, and PBF Member shall be entitled to commence its marketing efforts and, without limitation or requirement to consummate a sale within a certain time period, consummate the sale of all or substantially all of the Chalmette Refinery and its Member Interest and associated Units in the Company without inclusion by Eni Member, provided that the transferee meets the Compliance Criteria. (b) If PBF Member is approached by a Third Party for a direct, private sale of the Chalmette Refinery and its Member Interest and associated Units in the Company, the following provisions shall apply: (i) PBF Member shall provide notice to Eni Member of such intended transfer to each approach, stating the details of the other Stockholders (individuallysale, a "Participating Offeree" including the consideration offered for PBF Member’s Member Interest and --------------------- collectively, associated Units in the "Participating Offerees") Company and to the Company. Such notice (the ---------------------- "Participation Notice") shall set forth the related terms and conditions of such -------------------- proposed transfersale. Thereafter, including Eni Member shall notify PBF Member within thirty (30) days of receipt of such notice whether Eni Member elects to engage in a Joint Divestiture in connection with such direct, private sale. If Eni Member notifies PBF Member within such thirty (30) day time period that Eni Member elects to participate in such direct, private sale, then Eni Member shall have the name of right to participate in such sale and PBF Member shall ensure that the prospective transferee, the number of Shares proposed to be transferred (the "Participation Securities") by the ------------------------ Initiating Stockholders, Third Party purchases simultaneously with the purchase price per Share proposed to be paid therefor, of PBF Member’s Member Interest and associated Units in the payment terms Company all of Eni Member’s Member Interest and type of transfer to be effectuated. Within 20 days following the delivery of the Participation Notice by the Initiating Stockholders to each Participating Offeree and to associated Units in the Company, each Participating Offeree mayin accordance with the material terms and conditions specified in the written notice given by PBF Member to Eni Member. Following the election by Eni Member of its right to participate in such direct, by notice private sale, if the Third Party declines to purchase Eni Member’s Member Interest and associated Units in writing to the Initiating Stockholders and to the Company, have without otherwise limiting PBF Member’s or its Affiliate’s ability to sell the opportunity Chalmette Refinery, PBF Member shall not proceed with the Transfer of its Member Interest and associated Units in the Company to such Third Party; provided, however, the foregoing shall not limit PBF Member’s right to sell Transfer its Member Interest and associated Units in the Company in accordance with Section 11.1 or Section 11.2 (including, for the avoidance of doubt, to the purchasers in such proposed transfer (upon the same terms and conditions as the Initiating Stockholders) up to that number of Shares owned by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Shares owned by such Participating Offeree as of the date of such proposed transfer and the denominator of which is the aggregate number of Shares owned as of the date of such Participation Notice by the Initiating Stockholders and by all Participating Offerees, multiplied by Third Party). (ii) In the number of Participation Securities. The amount of Participation Securities to be sold by the Initiating Stockholders shall be reduced to the extent necessary to provide for event PBF Member and such sales of Shares by Participating Offerees. (b) At the closing of any proposed transfer in respect of which a Participation Notice has been delivered, the Initiating Stockholders, together with all Participating Offerees electing to sell Shares, shall deliver to the proposed transferee certificates evidencing the Shares to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Shares as described in the Participation Notice. (i) the provisions of this Section 5.02 shall not apply to sales pursuant to Sections 4.01, 4.02 and 4.03 of this Agreement and (ii) the provisions of this Article V shall not apply to any transfer by a Stockholder Third Party fail to (x) an Affiliate or limited partner execute definitive agreements agreeing to the sale of such Stockholder the Chalmette Refinery and the Joint Divestiture in accordance with the material terms and conditions set out in the notice given by PBF Member within one hundred twenty (120) days from Eni Member’s election or (y) consummate such agreement within one (1) year after Eni Member’s election, then, in each case, such election shall be deemed expired and the procedure in this Section 11.4 shall be restarted and complied with in connection with any marketing or sale of the Chalmette Refinery and PBF Member’s Member Interest and associated Units in the Company. (iii) In the event that the price of the sale is in kind or comprises, in whole or in part, non-cash consideration, the value of any asset comprising such non-cash consideration shall be equal to the Fair Market Value of such assets as at the date of receipt by PBF Member of the Third Party’s offer. If PBF Member and Eni Member cannot agree on the Fair Market Value, this will be determined in accordance with Section 14.3 below. Eni Member shall be entitled to receive from the Third Party the amount in cash corresponding to the Fair Market Value of the non-cash consideration to be received by PBF Member. (iv) In case of failure of PBF Member and/or the Third Party to comply with the provisions in this Section 11.4, except to the extent that such Third Party subsequently becomes a Transferee in compliance with Section 11.1 or Section 11.2, the Transferee shall not be recognized as Member of the Company. For the avoidance of doubt, Eni Member shall not have a right to a Joint Divestiture independent from a sale of the Chalmette Refinery in accordance with the provisions of Section 11.4.

Tag Along. (a) Except in 16.1 If the case Management Controller wishes to transfer all or part of the IPO, any ---------- registered sale shares of securities under HUS held by the Securities Act or any other sales of securities on Management Controller (hereinafter referred to as the market, if at any time Stockholders holding at least 2% of the Voting Securities of the Company (the "Initiating Stockholder(s)"“Shares Subject to Transfer” in this Article) shall ------------------------- determine to sell or transfer (in a business combination or otherwise) 2% or more of the Voting Securities then issuable or outstanding in one or a series of bona fide arm's-length transactions to a third party who is not an Affiliate of any (hereinafter referred to as the “Other Party” in this Article), the Management Controller shall notify the Investor in writing containing all of the Initiating Stockholders, the Initiating Stockholders shall give not less than 30 days' prior written notice of such intended transfer to matters set forth in each of the other Stockholders following items (individuallyhereinafter referred to as the “Explanation of the Transfer Conditions” in this Article), a "Participating Offeree" and --------------------- collectively, the "Participating Offerees"at least forty (40) and business days prior to the Company. Such notice (scheduled date of payment of the ---------------------- "Participation Notice") shall set forth the terms and conditions transfer price of such -------------------- proposed transfershares, including after sufficient prior consultation with the name of Investor: (i) the prospective transfereeShares Subject to Transfer are scheduled to be transferred, and the Other Party has a genuine intent to purchase the Shares Subject to Transfer; (ii) the total number of Shares proposed Subject to Transfer to be transferred transferred; (iii) the "Participation Securities"transfer price per share; (iv) by the ------------------------ Initiating Stockholdersname and address of the Other Party; (v) the scheduled payment date and method; and (vi) other material terms for the transfer. 16.2 In the case referred to in Article 16.1, the purchase price per Share proposed to be paid therefor, and Investor may request the payment terms and type of Management Controller that the Investor will participate in the transfer to be effectuated. Within 20 days following the delivery of the Participation Notice by the Initiating Stockholders to each Participating Offeree and to the Company, each Participating Offeree may, by notice in writing to the Initiating Stockholders and to the Company, have the opportunity and the right to sell to the purchasers in such proposed transfer (upon under the same terms and conditions as those stated in the Initiating Stockholders) up to that number of Shares owned by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Shares owned by such Participating Offeree as Explanation of the date of such proposed Transfer Conditions and to transfer and the denominator of which is the aggregate number of Shares owned as all of the date of such Participation Notice Shares held by the Initiating Stockholders and by all Participating Offerees, multiplied by Investor to the Other Party to the transfer (ii) hereinafter referred to as the number of “Request for Participation Securitiesin Transfer”). The amount Investor making a Request for Participation in Transfer shall submit a notice (hereinafter referred to as the “Notice of Participation Securities Desire to be sold by Co-Sell”) within thirty (30) days after receipt of the Initiating Stockholders shall be reduced notice set forth in Article 16.1 to the extent necessary Management Controller, stating that the Investor wishes to provide for such sales of Shares by Participating Offerees. (b) At the closing of any proposed transfer in respect of which a Participation Notice has been delivered, the Initiating Stockholders, together with all Participating Offerees electing to sell Shares, shall deliver to the proposed transferee certificates evidencing the Shares to be sold thereto duly endorsed the Other Party. 16.3 The Management Controller shall not consummate such transfer until the period set forth in Article 16.2 has elapsed. In addition, if the Request for Transfer in Participation is made, the Management Controller shall promptly negotiate with stock powers the Other Party and take all necessary measures to transfer the Shares that the Investor desires to transfer in accordance with the Request for Participation in Transfer. If the Investor delivers a Notice of Desire to Co-Sell, the Management Controller shall not sell any Shares Subject to Transfer until a sale and purchase agreement is executed between the Investor and the Other Party under terms and conditions not less favorable than those stated in the Explanation of the Transfer Conditions. 16.4 HUS and the Management Controller shall promptly obtain the approval of the Board of Directors, the General Meeting of Shareholders or any other decision making body for the transfer of shares under this Article 16, if necessary, and shall receive in exchange therefor take necessary measures relating to such transfer, including the consideration entry of items to be paid or delivered by the proposed transferee in respect of such Shares as described entered in the Participation Noticeregister of shareholders, and the Investor shall provide reasonably necessary cooperation. (i) the provisions of this Section 5.02 16.5 This Article 16 shall not apply to sales pursuant to Sections 4.01, 4.02 and 4.03 the offering of this Agreement and (ii) the provisions shares of this Article V shall not apply to any transfer by a Stockholder to (x) an Affiliate or limited partner HUS made in the course of such Stockholder or (y) the Companycontemplated IPO.

Tag Along. Subject to Section 5(c) of this Exhibit B, no holder of Class A Units shall Transfer Class A Units to a third party without complying with the terms and conditions set forth in this Section 5, as applicable. (a) Except in the case Any of the IPOSponsor Holders (collectively, any ---------- registered sale of securities under the Securities Act or any other sales of securities on the market, if at any time Stockholders holding at least 2% “Initiating Unitholder”) desiring to Transfer more than fifty percent (50%) of the Voting Securities of Class A Units held by the Company (the "Initiating Stockholder(s)") shall ------------------------- determine to sell or transfer (Sponsor Holders in a business combination or otherwise) 2% or more of the Voting Securities then issuable or outstanding in one single transaction or a series of bona fide arm's-length transactions to a third party who is not an Affiliate of any of the Initiating Stockholderssimilar transactions, the Initiating Stockholders shall give not less than 30 days' ten (10) Business Days prior written notice of such intended transfer Transfer to each holder of the other Stockholders (individually, a "Participating Offeree" and --------------------- collectively, the "Participating Offerees") Class B Units and to the Company. Such notice (the ---------------------- "“Participation Notice"”) shall set forth the terms and conditions of such -------------------- proposed transferTransfer, including the name of the prospective transfereeTransferee, the number of Shares Class A Units proposed to be transferred Transferred (the "“Participation Securities"”) by the ------------------------ Initiating StockholdersUnitholder, the purchase price per Share Unit proposed to be paid therefor, therefor and the payment terms and type of transfer Transfer to be effectuated. Within 20 days five (5) Business Days following the delivery of the Participation Notice by the Initiating Stockholders Unitholder to each Participating Offeree holder of Class B Units and to the Company, each Participating Offeree mayholder of Class B Units shall have the right, by notice in writing to the Initiating Stockholders Unitholder and to the Company, have the opportunity and the right to sell elect to Transfer to the purchasers in such proposed transfer Transfer (upon the same terms and conditions as the Initiating StockholdersUnitholder) up to that number of Shares Class B Units owned by such holder of Class B Units (each holder of Class B Units making such election, a “Participating Offeree Offeree”) as shall equal the product of (ix) a fraction, the numerator of which is the number of Shares Class B Units owned by such Participating Offeree as of the date of such proposed transfer Transfer and the denominator of which is the aggregate number of Shares outstanding Class A Units and Class B Units owned as of the date of such Participation Notice by the each Initiating Stockholders Unitholder and by all Participating Offerees, multiplied by (iiy) the number of Participation Securities. The amount of Participation Securities to be sold Transferred by the any Initiating Stockholders Unitholder shall be ratably reduced to the extent necessary to provide for such sales of Shares Class B Units by Participating Offerees. The consideration to be received by the Participating Offerees in respect of the Class B Units to be sold to the prospective Transferee shall be determined based upon (i) the deemed fair market value of the Company implied by the price to be paid by the prospective Transferee for the Class A Units and (ii) the resulting relative values of the Units assuming the Company is liquidated and the net proceeds are distributed to the holders of Units in accordance with Section 8.02 of the LLC Agreement. (b) At the closing of any proposed transfer Transfer in respect of which a Participation Notice has been delivered, the Initiating StockholdersUnitholder, together with all Participating Offerees electing to sell SharesOfferees, as the case may be, shall deliver to the proposed transferee Transferee certificates evidencing the Shares Units, if any and as applicable, to be sold thereto sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed with stock powers endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee prospective Transferee in respect of such Shares Units as described in the Participation Notice. last sentence of Section 5(a) of this Exhibit B. In connection with any such Transfer, (i) the representations and warranties of a Participating Offeree shall be limited to matters that relate specifically to such Participating Offeree such as due organization and authorization, no violation, title and ownership and investor status, and such Participating Offeree shall have no obligation to make representations and warranties as to the Company or other holders of Units; provided, however, that each Participating Offeree may be required to indemnify the Transferee on a several basis on terms no less favorable than the indemnification provided by the Initiating Unitholder to the Transferee, which such indemnification liability for all matters other than unit title and ownership shall not exceed the value of the consideration received by the Participating Offeree in connection with such Transfer. (c) The provisions of this Section 5.02 5 shall not apply to sales pursuant to Sections 4.01(i) other Permitted Transfers, 4.02 and 4.03 of this Agreement and (ii) the provisions of this Article V shall not apply any Transfer pursuant to any transfer by or after a Stockholder to Company Public Offering and (xiii) an Affiliate or limited partner of such Stockholder or (y) the CompanyExempt Transfers.

Tag Along. Subject to Section 5(c) of this Exhibit B, no holder of Class A Units shall Transfer Class A Units to a third party without complying with the terms and conditions set forth in this Section 5, as applicable. (a) Except in the case Any of the IPOSponsor Holders (collectively, any ---------- registered sale of securities under the Securities Act or any other sales of securities on the market, if at any time Stockholders holding at least 2% “Initiating Unitholder”) desiring to Transfer more than fifty percent (50%) of the Voting Securities of Class A Units held by the Company (the "Initiating Stockholder(s)") shall ------------------------- determine to sell or transfer (Sponsor Holders in a business combination or otherwise) 2% or more of the Voting Securities then issuable or outstanding in one single transaction or a series of bona fide arm's-length transactions to a third party who is not an Affiliate of any of the Initiating Stockholderssimilar transactions, the Initiating Stockholders shall give not less than 30 days' ten (10) Business Days prior written notice of such intended transfer Transfer to each holder of the other Stockholders (individually, a "Participating Offeree" and --------------------- collectively, the "Participating Offerees") Class B Units and to the Company. Such notice (the ---------------------- "“Participation Notice"”) shall set forth the terms and conditions of such -------------------- proposed transferTransfer, including the name of the prospective transfereeTransferee, the number of Shares Class A Units proposed to be transferred Transferred (the "“Participation Securities"”) by the ------------------------ Initiating StockholdersUnitholder, the purchase price per Share Unit proposed to be paid therefor, therefor and the payment terms and type of transfer Transfer to be effectuated. Within 20 days five (5) Business Days following the delivery of the Participation Notice by the Initiating Stockholders Unitholder to each Participating Offeree holder of Class B Units and to the Company, each Participating Offeree mayholder of Class B Units shall have the right, by notice in writing to the Initiating Stockholders Unitholder and to the Company, have the opportunity and the right to sell elect to Transfer to the purchasers in such proposed transfer Transfer (upon the same terms and conditions as the Initiating StockholdersUnitholder) up to that number of Shares Class B Units owned by such holder of Class B Units (each holder of Class B Units making such election, a “Participating Offeree Offeree”) as shall equal the product of (ix) a fraction, the numerator of which is the number of Shares Class B Units owned by such Participating Offeree as of the date of such proposed transfer Transfer and the denominator of which is the aggregate number of Shares outstanding Class A Units and Class B Units owned as of the date of such Participation Notice by the each Initiating Stockholders Unitholder and by all Participating Offerees, multiplied by (iiy) the number of Participation Securities. The amount of Participation Securities to be sold Transferred by the any Initiating Stockholders Unitholder shall be ratably reduced to the extent necessary to provide for such sales of Shares Class B Units by Participating Offerees. The consideration to be received by the Participating Offerees in respect of the Class B Units to be sold to the prospective Transferee shall be determined based upon (i) the deemed fair market value of the Company implied by the price to be paid by the prospective Transferee for the Class A Units and (ii) the resulting relative values of the Class A Units and Class B Units assuming the Company is liquidated and the net proceeds are distributed to the holders of Units in accordance with Section 8.02. (b) At the closing of any proposed transfer Transfer in respect of which a Participation Notice has been delivered, the Initiating StockholdersUnitholder, together with all Participating Offerees electing to sell SharesOfferees, as the case may be, shall deliver to the proposed transferee Transferee certificates evidencing the Shares Units, if any and as applicable, to be sold thereto sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed with stock powers endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee prospective Transferee in respect of such Shares Units as described in the Participation Notice. last sentence of Section 5(a) of this Exhibit B. In connection with any such Transfer, (i) the representations and warranties of a Participating Offeree shall be limited to matters that relate specifically to such Participating Offeree such as due organization and authorization, no violation, title and ownership and investor status, and such Participating Offeree shall have no obligation to make representations and warranties as to the Company or other holders of Units; provided, however, that each Participating Offeree may be required to indemnify the Transferee on a several basis on terms no less favorable than the indemnification provided by the Initiating Unitholder to the Transferee, which such indemnification liability for all matters other than unit title and ownership shall not exceed the value of the consideration received by the Participating Offeree in connection with such Transfer. (c) The provisions of this Section 5.02 5 shall not apply to sales pursuant to Sections 4.01(i) other Permitted Transfers, 4.02 and 4.03 of this Agreement and (ii) the provisions of this Article V shall not apply any Transfer pursuant to any transfer by or after a Stockholder to Company Public Offering and (xiii) an Affiliate or limited partner of such Stockholder or (y) the CompanyExempt 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) Except in the case Any of the IPOClass A Members (each, any ---------- registered sale of securities under the Securities Act or any other sales of securities on the market, if at any time Stockholders holding at least 2% an “Initiating Member”) desiring to Transfer more than fifty percent (50%) of the Voting Securities of the Company (the "Initiating Stockholder(s)") shall ------------------------- determine to sell or transfer (total Class A Membership Interest in a business combination or otherwise) 2% or more of the Voting Securities then issuable or outstanding in one single transaction or a series of bona fide arm's-length transactions to a third party who is not an Affiliate of any of the Initiating Stockholderssimilar transactions, the Initiating Stockholders shall give not less than 30 days' ten (10) Business Days prior written notice of such intended transfer Transfer to each of the other Stockholders (individually, a "Participating Offeree" and --------------------- collectively, the "Participating Offerees") Class B Member and to the Company. Such notice (the ---------------------- "“Participation Notice"”) shall set forth the terms and conditions of such -------------------- proposed transferTransfer, including the name of the prospective transfereeTransferee, the number amount of Shares the Class A Membership Interest proposed to be transferred Transferred by the Initiating Member (the "“Participation Securities"Interest”) by and the ------------------------ Initiating StockholdersSharing Percentage attributable thereto, the purchase price per Share proposed to be paid therefor, therefor and the payment terms and type of transfer Transfer to be effectuated. Within 20 days five (5) Business Days following the delivery of the Participation Notice by the Initiating Stockholders Member to each Participating Offeree Class B Member and to the Company, each Participating Offeree mayClass B Member shall have the right, by notice in writing to the Initiating Stockholders Member and to the Company, have the opportunity and the right to sell elect to Transfer to the purchasers in such proposed transfer Transfer (upon the same terms and conditions as the Initiating StockholdersMember) up to that number the amount of Shares the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree Offeree”) as shall equal the product of (ix) a fraction, the numerator of which is the number aggregate Sharing Percentage attributable to the amount of Shares owned Class A Membership Interest proposed to be transferred by such Participating Offeree as of the date of such proposed transfer Initiating Members and the denominator of which is the aggregate number of Shares Sharing Percentage attributable to the Class A Membership Interest owned as of the date of such Participation Notice by the Initiating Stockholders Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by all such Participating Offerees, multiplied 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 number resulting relative value of Participation Securities. The amount of Participation Securities to be sold by the Initiating Stockholders shall be reduced Sharing Percentage attributable to the extent necessary to provide for such sales of Shares by Participating OffereesClass B Membership Interest. (b) At the closing of any proposed transfer Transfer in respect of which a Participation Notice has been delivered, the Initiating StockholdersMember, together with all Participating Offerees electing to sell SharesOfferees, as the case may be, shall deliver to the proposed transferee Transferee certificates evidencing the Shares Membership Interests, if any and as applicable, to be sold thereto sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed with stock powers endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee prospective Transferee in respect of such Shares Membership Interests as described in the Participation Noticelast sentence of Section 13.8(a) (for the avoidance of doubt, subject to Section 13.8(d)(ii) below). 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. (d) This Section 13.8(d) shall apply notwithstanding anything in Section 13.8(a) through (c) or Section 13.9 to the contrary. The rights and benefits of this Section 13.8 shall accrue to the Class C Members as if they were Class B Members for all purposes of this Section 13.8 only, provided, however, that (and Section 13.9 is deemed modified to the extent inconsistent with the following): (i) the provisions That fifty percent (50%) figure first described in Section 13.8(a) shall, for purposes of this Section 5.02 13.8(d), instead be twenty-five percent (25%), provided, however, that such figure shall further be reduced to 10% at such time as the Members (other than the Class C Members) have received total amounts in respect of their Membership Interests (including by way of distributions and by way of consideration received in exchange for Membership Interests) equal to the Class C Payout Threshold, including with respect to the transaction in which such event occurs, and provided further that the rights and benefits of this Section 13.8 shall not apply for any Member with respect to sales pursuant any Transfer by a Class A Member to Sections 4.01, 4.02 and 4.03 any Affiliate of this Agreement and such Class A Member; (ii) the provisions amount of this Article V Class B Membership Interest or Class C Membership Interest that may be Transferred by any Class B Member or Class C Member, as applicable to the purchasers in a proposed transfer described in Section 13.8(a) shall not apply be that same proportion of all of such Class B Member’s Class B Membership Interests or such Class C Member’s Class C Membership Interests, as applicable, that the aggregate Participation Interest of all Class A Members bears to their aggregate Class A Membership Interests (but, with respect to a Class C Member, only to the extent the Class C Member’s Class C Membership Interests are then vested or would become vested in such proposed transfer, taking into account all prior transfers of Class A Membership Interests); (iii) notwithstanding anything in the last sentence of Section 13.8(a), in Section 13.9(d), or otherwise herein to the contrary, the consideration to be received by all selling Members in a sale described in Section 13.8(a) or Section 13.9 shall be allocated among the Class A Membership Interests, Class B Membership Interests, and Class C Membership Interests being sold in the same proportions as if the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Membership Interests being sold were distributed without any discounts or deductions in accordance with Section 5.4; (iv) notwithstanding anything in Section 13.8(a) or (b), or Section 13.9, to the contrary, with respect to any transfer by a Stockholder transaction described therein, (A) no Class B Member or Class C Member shall be required to provide any representations or warranties in connection with any Class B Membership Interests or Class C Membership Interests to be sold or otherwise other than representations, warranties relating to (xi) an Affiliate such Member’s valid title to and ownership of the Membership Interests being sold, free and clear of all liens, claims and encumbrances (other than those arising under applicable securities laws, this Agreement and any Class C Award Agreement), (ii) such Member’s authority, power and right to enter into and consummate such transaction, (iii) the absence of any violation, default or limited partner acceleration of any agreement to which such Member is subject or by which its assets are bound as a result of such Stockholder or transaction, and (yiv) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by such Member in connection with such transaction (and then only to the extent that the other selling Members are similarly obligated to provide similar representations, warranties and indemnities with respect to the Membership Interests which they are selling) (the representations described in clauses (i)-(iv) above are referred to as “Seller Fundamental Reps”), and (B); no Class B Member or Class C Member shall have joint liability with respect to any other Member, provided, however, that in the case of clauses (A) and (B) above, the Class B Members and Class C Members shall bear a pro rata amount (based on the ratio of the total proceeds received in such transaction by the Class B Member or Class C Member, as applicable, to the total proceeds received in such transaction by all selling Members) of all indemnity obligations applicable to such transaction (including all indemnity obligations relating to representations and warrantes made in respect of or regarding the Company, the Partnership or any of their Subsidiaries or any of such entities’ respective businesses or operations, but excluding any indemnity obligations relating to any breach of a Seller Fundamental Rep made by another Member), and provided further that the pro-rata indemnity obligation of a Class C Member as described in the foregoing proviso will not exceed the total proceeds received by the Class C Member in such transaction.

Tag Along. Subject to Section 14.7(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 14.7, as applicable. (a) Except in the case Any of the IPOClass A Members (each, any ---------- registered sale of securities under the Securities Act or any other sales of securities on the market, if at any time Stockholders holding at least 2% an “Initiating Member”) desiring to Transfer more than twenty-five percent (25%) of the Voting Securities of the Company (the "Initiating Stockholder(s)") shall ------------------------- determine to sell or transfer (total Class A Membership Interest in a business combination or otherwise) 2% or more of the Voting Securities then issuable or outstanding in one single transaction or a series of bona fide arm's-length transactions to a third party who is not an Affiliate of any of the Initiating Stockholderssimilar transactions, the Initiating Stockholders shall give not less than 30 days' ten (10) Business Days prior written notice of such intended transfer Transfer to each of the other Stockholders (individually, a "Participating Offeree" and --------------------- collectively, the "Participating Offerees") Class C Member and to the Company. Such notice (the ---------------------- "“Participation Notice"”) shall set forth the terms and conditions of such -------------------- proposed transferTransfer, including the name of the prospective transfereeTransferee, the number amount of Shares the Class A Membership Interest proposed to be transferred Transferred by the Initiating Member (the "“Participation Securities"Interest”) by and the ------------------------ Initiating StockholdersSharing Percentage attributable thereto, the purchase price per Share proposed to be paid therefor, therefor and the payment terms and type of transfer Transfer to be effectuated. Within 20 days ; provided, however, that within five (5) Business Days following the delivery of the Participation Notice by the Initiating Stockholders Member to each Participating Offeree Class C Member and to the Company, each Participating Offeree mayClass C Member shall have the right, by notice in writing to the Initiating Stockholders Member and to the Company, have the opportunity and the right to sell elect to Transfer to the purchasers in such proposed transfer Transfer (upon the same terms and conditions as the Initiating StockholdersMember) up to that number the amount of Shares the Class C Membership Interest owned by such Class C Member (each Class C Member making such election, a “Participating Offeree Offeree”) as shall equal the product of (ix) a fraction, the numerator of which is the number aggregate Sharing Percentage attributable to the amount of Shares owned Class A Membership Interest proposed to be transferred by such Participating Offeree as of the date of such proposed transfer Initiating Members and the denominator of which is the aggregate number of Shares Sharing Percentage attributable to the Class A Membership Interest owned as of the date of such Participation Notice by the Initiating Stockholders Members and (y) the aggregate Sharing Percentage attributable to the Class C Membership Interest held by all such Participating Offerees, multiplied Offeree. The consideration to be received by the Participating Offerees in respect of the Class C 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 number resulting relative value of Participation Securities. The amount of Participation Securities to be sold by the Initiating Stockholders shall be reduced Sharing Percentage attributable to the extent necessary to provide for such sales of Shares by Participating OffereesClass C Membership Interest. (b) At the closing of any proposed transfer Transfer in respect of which a Participation Notice has been delivered, the Initiating StockholdersMember, together with all Participating Offerees electing to sell SharesOfferees, as the case may be, shall deliver to the proposed transferee Transferee certificates evidencing the Shares Membership Interests, if any and as applicable, to be sold thereto sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed with stock powers endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee prospective Transferee in respect of such Shares Membership Interests as described in the Participation Noticelast sentence of Section 14.7(a) (for the avoidance of doubt, subject to Section 14.7(d)(ii) below). 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 14.7 shall not apply to other Permitted Transfers. (d) This Section 14.7(d) shall apply notwithstanding anything in Section 14.7(a) through (c) or Section 14.8 to the contrary; provided, however, that (and Section 14.8 is deemed modified to the extent inconsistent with the following): (i) the provisions twenty-five percent (25%) figure first described in Section 14.7(a) shall, for purposes of this Section 5.02 14.7(d), be reduced to 10% at such time as the Members (other than the Class C Members) have received total amounts in respect of their Membership Interests (including by way of distributions and by way of consideration received in exchange for Membership Interests) equal to the Class C Payout Threshold, including with respect to the transaction in which such event occurs, and provided further that the rights and benefits of this Section 14.7 shall not apply for any Member with respect to sales pursuant any Transfer by a Class A Member to Sections 4.01, 4.02 and 4.03 any Affiliate of this Agreement and such Class A Member; (ii) the provisions amount of this Article V Class C Membership Interest that may be Transferred by any Class C Member to the purchasers in a proposed transfer described in Section 14.7(a) shall not apply be that same proportion of all of such Class C Member’s Class C Membership Interests that the aggregate Participation Interest of all Class A Members bears to their aggregate Class A Membership Interests (but, only to the extent the Class C Member’s Class C Membership Interests are then vested or would become vested in such proposed transfer, taking into account all prior transfers of Class A Membership Interests); (iii) notwithstanding anything in the last sentence of Section 14.7(a), in Section 14.8(d), or otherwise herein to the contrary, the consideration to be received by all selling Members in a sale described in Section 14.7(a) or Section 14.8 shall be allocated among the Class A Membership Interests and Class C Membership Interests being sold in the same proportions as if the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Membership Interests being sold were distributed without any discounts or deductions in accordance with Section 5.4; (iv) notwithstanding anything in Section 14.7(a) or (b), or Section 14.8, to the contrary, with respect to any transfer by a Stockholder transaction described therein, (A) no Class C Member shall be required to provide any representations or warranties in connection with any Class C Membership Interests to be sold or otherwise other than representations, warranties relating to (xi) an Affiliate such Member’s valid title to and ownership of the Membership Interests being sold, free and clear of all liens, claims and encumbrances (other than those arising under applicable securities laws, this Agreement and any Class C Award Agreement), (ii) such Member’s authority, power and right to enter into and consummate such transaction, (iii) the absence of any violation, default or limited partner acceleration of any agreement to which such Member is subject or by which its assets are bound as a result of such Stockholder or transaction, and (yiv) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by such Member in connection with such transaction (and then only to the extent that the other selling Members are similarly obligated to provide similar representations, warranties and indemnities with respect to the Membership Interests which they are selling) (the representations described in clauses (i)-(iv) above are referred to as “Seller Fundamental Reps”), and (B); no Class C Member shall have joint liability with respect to any other Member, provided, however, that in the case of clauses (A) and (B) above, the Class C Members shall bear a pro rata amount (based on the ratio of the total proceeds received in such transaction by the Class C Member to the total proceeds received in such transaction by all selling Members) of all indemnity obligations applicable to such transaction (including all indemnity obligations relating to representations and warranties made in respect of or regarding the Company, the Partnership or any of their Subsidiaries or any of such entities’ respective businesses or operations, but excluding any indemnity obligations relating to any breach of a Seller Fundamental Rep made by another Member), and provided further that the pro-rata indemnity obligation of a Class C Member as described in the foregoing proviso will not exceed the total proceeds received by the Class C Member in such transaction.

Tag Along. (a) Except in Upon the case of Managing Member receiving an offer acceptable to the IPOManaging Member to sell Managing Member Transfer Interests to Bona Fide Purchaser, any ---------- registered sale of securities under the Securities Act or any other sales of securities on the marketManaging Member shall provide REIT Member and, if at the Managing Member has not exercised the Drag-Along Right with respect to any time Stockholders holding at least 2% Transfer described in Section 20(c)(iii) above, each Non-Managing Member with written notice of its intent to effect such Transfer, and REIT Member and, as applicable, each such Non-Managing Member shall have the Voting Securities right (the “Tag- Along Right”), exercisable by the delivery of written notice during the ten (10) day period (the “Tag-Along Option Period”) immediately following the date that such notice from the Managing Member is received by REIT Member and, as applicable, such Non-Managing Member, to require the Bona Fide Purchaser to purchase REIT Member’s or, as applicable, such Non-Managing Member’s share of REIT Member’s or, as applicable, such Non-Managing Member’s interests in the Company (such share of REIT Member’s or, as applicable, the "Initiating Stockholder(s)"Non- Managing Member’s interests, its “Tag Interests” and, together with the Drag Interests, collectively and generally, “Drag/Tag Interests”) shall ------------------------- determine proportionate to sell or transfer (in a business combination or otherwise) 2% or more the share of the Voting Securities then issuable or outstanding Managing Member’s interests in one or a series of bona fide arm's-length transactions to a third party who is not an Affiliate of any of the Initiating StockholdersCompany represented by the Managing Member Transfer Interests, the Initiating Stockholders shall give not less than 30 days' prior written notice of such intended transfer to each of the other Stockholders (individually, a "Participating Offeree" and --------------------- collectively, the "Participating Offerees") and in addition to the CompanyManaging Member Transfer Interests. Such notice (the ---------------------- "Participation Notice") shall set forth the terms and conditions of such -------------------- proposed transfer, including the name of the prospective transferee, the number of Shares proposed to be transferred (the "Participation Securities") by the ------------------------ Initiating Stockholders, the purchase price per Share proposed to be paid therefor, and the payment terms and type of transfer to be effectuated. Within 20 days following the delivery of the Participation Notice by the Initiating Stockholders to each Participating Offeree and to the Company, each Participating Offeree may, by notice in writing to the Initiating Stockholders and to the Company, have the opportunity and the right to sell to the purchasers in such proposed transfer (upon the same terms and conditions as the Initiating Stockholders) up to that number of Shares owned by such Participating Offeree as shall equal the product of If (i) a fractionREIT Member or any Non-Managing Member fails to exercise the Tag-Along Right during the Tag-Along Option Period, the numerator of which is the number of Shares owned by such Participating Offeree as of the date of such proposed transfer and the denominator of which is the aggregate number of Shares owned as of the date of such Participation Notice by the Initiating Stockholders and by all Participating Offerees, multiplied by or (ii) REIT Member and/or any Non-Managing Member notifies the number of Participation Securities. The amount of Participation Securities to be sold by Managing Member in writing, during the Initiating Stockholders shall be reduced Tag Along Option Period, that REIT Member or such Non-Managing Member, as applicable will not exercise the Tag-Along Right, then the Managing Member may sell the Managing Member Transfer Interests to the extent necessary to provide for Bona Fide Purchaser free of REIT Member’s or such sales of Shares by Participating OffereesNon- Managing Member’s Tag-Along Right, as applicable. (b) At the closing of any proposed transfer in respect of which a Participation Notice has been delivered, the Initiating Stockholders, together with all Participating Offerees electing to sell Shares, shall deliver to the proposed transferee certificates evidencing the Shares to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Shares as described in the Participation Notice. (i) the provisions of this Section 5.02 shall not apply to sales pursuant to Sections 4.01, 4.02 and 4.03 of this Agreement and (ii) the provisions of this Article V shall not apply to any transfer by a Stockholder to (x) an Affiliate or limited partner of such Stockholder or (y) the Company.

Tag Along. (a) Except in the case If ▇▇▇▇▇▇▇▇ Partners or either of the IPO, any ---------- registered sale of securities under the Securities Act or any other sales of securities on the market, if at any time Stockholders holding at least 2% of the Voting Securities of the Company ▇▇▇▇▇▇▇▇ Funds (the "Initiating Stockholder(s)Selling Optionee") shall ------------------------- determine for any reason whatsoever (except a transfer pursuant to Articles II or III or Section 4.1 above) wish to sell or transfer (in any Underlying Common Stock and shall have received a business combination or otherwise) 2% or more of the Voting Securities then issuable or outstanding in one or a series of bona fide arm's-length transactions to offer in respect of such sale ("Tag Offer") from a third party who is not an Affiliate of any of the Initiating StockholdersThird Party, the Initiating Stockholders Selling Optionee shall give not less than 30 days' prior promptly deliver written notice of such intended transfer to each of the other Stockholders (individually, a "Participating Offeree" and --------------------- collectively, the "Participating Offerees") and to the Company. Such notice (the ---------------------- "Participation Transfer Notice") shall set of the Tag Offer to all the other Optionees (the "Other Holders") setting forth the consideration for the Underlying Common Stock, the identity of the Third Party and the other terms and conditions of the Tag Offer. Any such -------------------- proposed transferOther Holder may, including within 15 days after the name receipt of the prospective transfereeTransfer Notice, give written notice ("Tag Notice") to the number Selling Optionee (which shall be irrevocable after delivery thereof) stating that such Other Holder wishes to participate in such sale by selling all, but not less than all, of Shares proposed such Other Holder's pro rata portion of the total amount of Underlying Common Stock to be transferred (eventually included in the "Participation Securities") by the ------------------------ Initiating Stockholders, the purchase price per Share proposed to be paid therefor, and the payment terms and type of transfer to be effectuated. Within 20 days following the delivery of the Participation Notice by the Initiating Stockholders to each Participating Offeree and sale to the Company, each Participating Offeree may, by notice in writing to the Initiating Stockholders and to the Company, have the opportunity and the right to sell to the purchasers Third Party described in such proposed transfer (upon the same Tag Offer, on terms and conditions as not less favorable to such Other Holder than those upon which the Initiating Stockholders) up Selling Optionee sells Underlying Common Stock to such Third Party. If the Third Party transferee is unwilling to purchase all of the Underlying Common Stock that has been identified for sale, then the total number of Shares owned by such Participating Offeree as shall equal shares of Underlying Common Stock that the product of (i) a fraction, the numerator of which Third Party transferee is the number of Shares owned by such Participating Offeree as of the date of such proposed transfer and the denominator of which is the aggregate number of Shares owned as of the date of such Participation Notice by the Initiating Stockholders and by all Participating Offerees, multiplied by (ii) the number of Participation Securities. The amount of Participation Securities willing to be sold by the Initiating Stockholders acquire shall be reduced to allocated pro rata among the extent necessary to provide for such sales of Shares by Participating OffereesSelling Optionee and those Other Holders who have given timely Tag Notices. (b) At the closing of any proposed transfer in respect of which a Participation Notice has been delivered, the Initiating Stockholders, together with all Participating Offerees Each Other Holder electing to sell Shares, shall participate in such sale (a "Tagging Optionee") hereby authorizes the Selling Optionee to deliver to the proposed transferee Third Party at the Tag Closing (as defined below) such Tagging Optionee's certificates or other instruments, if any, evidencing such Tagging Optionee's ownership of the Shares Underlying Common Stock that the Tagging Optionee has elected to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor sell under Section 3.2(a) (such Underlying Common Stock, the consideration to be paid or delivered by the proposed transferee in respect of such Shares as described in the Participation Notice"Tag Offer Shares"). (ic) The Selling Optionee will have 180 days after the provisions date on which the Transfer Notice is given to sell to the Third Party, at the price set forth in the Transfer Notice, all of the Underlying Common Stock subject to the Tag Offer (the "Total Tag Offer Shares"). Immediately after completion of any such sale pursuant to this Section 5.02 shall not apply 4.2 (the "Tag Closing"), the Selling Optionee will notify each Tagging Optionee and will remit to such Tagging Optionee the total sales price attributable to such Tagging Optionee's Tag Offer Shares less a pro rata portion of the expenses and taxes, if any, incurred in connection with such sale. (d) Notwithstanding anything in this Section 4.2 to the contrary, there will be no liability on the part of the Selling Optionee to the Tagging Optionees if any sale of Underlying Common Stock pursuant to Sections 4.01, 4.02 and 4.03 of this Agreement and (ii) the provisions of this Article V shall Section 4.2 is not apply to any transfer by a Stockholder to (x) an Affiliate or limited partner of such Stockholder or (y) the Companyconsummated for whatever reason.

Tag Along. 3.1.1 In the event of a Transfer (a) Except in the case of the IPO, any ---------- registered sale of securities under the Securities Act or any other sales of securities on the market, if at any time Stockholders holding at least 2% of the Voting Securities of the Company (the "Initiating Stockholder(s)") shall ------------------------- determine to sell or transfer (in a business combination or otherwise) 2% or more of the Voting Securities then issuable or outstanding in one or a series of bona fide arm's-length transactions to a third party who is not an Affiliate related Transfers) by any one or more Stockholders (together with their Affiliates or Related Funds) of any shares of Common Stock representing more than 20% of the Initiating Stockholdersthen outstanding shares of Common Stock (unless such Transfer(s) also constitutes or is in connection with an Approved Sale, in which case the Initiating Stockholders terms of Section 3.2 shall give not less than 30 days' prior written notice of exclusively govern such intended transfer to each of the other Stockholders Transfer(s)) (individuallyany such Transfer, a "Participating Offeree" and --------------------- collectively, the "Participating Offerees") 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 number of Shares proposed to be transferred (the "Participation Securities") by the ------------------------ Initiating Stockholders, the purchase price per Share proposed to be paid therefor, and the payment terms and type of transfer to be effectuated. Within 20 days following the delivery of the Participation Notice by the Initiating Stockholders to each Participating Offeree and to the Company“Tag Along Sale”), each Participating Offeree may, by notice in writing Significant Interest Holder and Management Stockholder may elect to the Initiating Stockholders and to the Company, have the opportunity and the right to sell to the purchasers participate in such proposed transfer (upon Tag Along Sale on the same terms and conditions as applicable to the Initiating Stockholder(s) effecting such Tag Along Sale (the “Selling Stockholders”) by giving written notice of such election to the Selling Stockholders within fifteen (15) days after receiving notice from the Selling Stockholders of the proposed Tag Along Sale (such Significant Interest Holders and Management Stockholders delivering such notice, collectively, the “Electing Stockholders”). Each Electing Stockholder shall be entitled to sell in the contemplated Tag Along Sale up to that a number of Shares owned by such Participating Offeree as shall shares of Common Stock equal to the product of (ia) the number of shares of Common Stock to be sold in the contemplated Tag Along Sale multiplied by (b) a fraction, (i) the numerator of which is the number of Shares owned shares of Common Stock held by such Participating Offeree as of the date of such proposed transfer Electing Stockholder and (ii) the denominator of which is the aggregate total number of Shares owned outstanding shares of Common Stock held by the Plan Sponsor and all Significant Interest Holders (in the case of each of (a) and (b), including, for the avoidance of doubt, any shares of Common Stock that were issued upon exercise of any Plan Warrant but excluding any Unvested Shares). Each Electing Stockholder shall be entitled to receive the same form and amount of consideration per share of Common Stock elected to be sold in the contemplated Tag Along Sale as such being paid to the Selling Stockholder in connection with such Tag Along Sale. 3.1.2 With respect to any Tag Along Sale, each Selling Stockholder shall use commercially reasonable efforts to obtain the agreement of the date Transferee to the participation of the Electing Stockholders in such Participation Notice contemplated Tag Along Sale, and no Selling Stockholder shall Transfer any of its shares of Common Stock to any prospective Transferee pursuant to such Tag Along Sale if such prospective Transferee(s) declines to allow the participation of the Electing Stockholders on the terms provided herein, unless in connection with such Tag Along Sale, one or more of the Selling Stockholders or their Affiliates purchase the number of shares of Common Stock from each Electing Stockholder which such Electing Stockholder would have been entitled to sell pursuant to Section 3.1.1 at the same price and on the same terms and conditions on which such shares of Common Stock would have been sold to the Transferee(s) pursuant to this Section 3.1.2. 3.1.3 Each Electing Stockholder Transferring shares of Common Stock pursuant to a Tag Along Sale shall pay its share (determined on a pro rata basis) of the expenses incurred by the Initiating Selling Stockholders in connection with such Transfer and each Electing Stockholder shall be obligated to join in any indemnification or other obligation the Selling Stockholders have agreed to in connection with such Tag Along Sale (including any such obligations that relate specifically to a particular Stockholder, such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder’s title to and ownership of shares of Common Stock); provided that (a) any escrow of proceeds of any such transaction shall be withheld on a pro rata basis among all Electing Stockholders and Selling Stockholders and (b) the Selling Stockholders and the Electing Stockholders shall share on a several (and not joint) pro rata basis in indemnification liabilities related to such Tag Along Sale (other than liabilities (if any) related solely to a particular Selling Stockholder or Electing Stockholder, which will be borne entirely by all Participating Offerees, multiplied such Selling Stockholder or Electing Stockholder); provided further that in no event shall (i) an Electing Stockholder’s indemnification obligation exceed the net proceeds received by such Electing Stockholder in connection with such Tag-Along Sale or (ii) an Electing Stockholder be required to agree to any non-competition or non-solicitation covenant in connection with such Tag-Along Sale. Subject to the number of Participation Securities. The amount of Participation Securities to be sold foregoing, the Selling Stockholders and each Electing Stockholder shall enter into any reasonable indemnification or contribution or other agreement reasonably requested by the Initiating Selling Stockholders to ensure compliance with this Section 3.1.3. 3.1.4 If the Significant Interest Holders have not elected to participate in the contemplated Tag Along Sale (through notice to such effect or expiration of the 15-day period referred to in Section 3.1.1 without providing written notice of election to participate within such period), then the Selling Stockholders may Transfer the shares of Common Stock specified in the notice of the Tag Along Sale provided pursuant to Section 3.1.1 at a price not more than the price, and on other terms and conditions not materially more favorable to the Selling Stockholders, in each case, than those specified in such notice during the 120-day period beginning on the expiration of such 15-day period. Any of the shares of Common Stock not Transferred during such 120-day period shall be reduced subject to the extent necessary to provide for such sales of Shares by Participating Offerees. (b) At the closing of any proposed transfer in respect of which a Participation Notice has been delivered, the Initiating Stockholders, together with all Participating Offerees electing to sell Shares, shall deliver to the proposed transferee certificates evidencing the Shares to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Shares as described in the Participation Notice. (i) the provisions of this Section 5.02 shall not apply to sales pursuant to Sections 4.01, 4.02 and 4.03 of this Agreement and (ii) the 3.1 upon a subsequent Tag-Along Sale. 3.1.5 The provisions of this Article V shall not Section 3.1 will no longer apply to any transfer Transfers by a Stockholder to (x) an Affiliate the Plan Sponsor or limited partner its Affiliates or Related Funds in the event that the Plan Sponsor, collectively with its Affiliates and Related Funds, holds in the aggregate less than 26% of such Stockholder or (y) the Companyissued and outstanding Common Stock.

Tag Along. If a Management Shareholder (aa “Selling Shareholder”) Except in elects to sell his Restricted Shares to any Person (other than to Related Parties as expressly permitted by Section 2), the case Selling Shareholder shall first provide written notice (a “Sales Notice”) to the Investor of the IPOSelling Shareholder’s intent to sell such shares, any ---------- registered sale which notice shall include the price per share and terms of securities under the Securities Act payment. Investor may require some or all of its Conversion Shares, Purchase Shares, Warrant Shares and any other sales of securities on Common Stock owned by the market, if at any time Stockholders holding at least 2% of the Voting Securities of the Company Investor (the "Initiating Stockholder(s)") shall ------------------------- determine to sell or transfer (in a business combination or otherwise) 2% or more of the Voting Securities then issuable or outstanding in one or a series of bona fide arm's-length transactions to a third party who is not an Affiliate of any of the Initiating Stockholders, the Initiating Stockholders shall give not less than 30 days' prior written notice of such intended transfer to each of the other Stockholders (individually, a "Participating Offeree" and --------------------- collectively, the "Participating Offerees") “Investor Shares”; and such shares as so required by the Investor 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 transfereebe sold pursuant to this Section, the number of Shares proposed to “Tag Along Shares”) also be transferred (the "Participation Securities") by the ------------------------ Initiating Stockholders, the purchase price per Share proposed to be paid therefor, and the payment terms and type of transfer to be effectuated. Within 20 days following the delivery of the Participation Notice by the Initiating Stockholders to each Participating Offeree and to the Company, each Participating Offeree may, by notice in writing to the Initiating Stockholders and to the Company, have the opportunity and the right to sell to the purchasers sold in such proposed transfer (upon transaction on the same terms and conditions as the Initiating StockholdersSelling Shareholder is to receive. The Investor shall exercise its rights to sell under this Section by giving written notice to the Selling Shareholder within fifteen (15) up Business Days after receiving the Sales Notice from the Selling Shareholder. If the purchaser in such transaction is unwilling to increase the aggregate purchase price payable in such transaction to pay for the Tag Along Shares that number of Shares owned by such Participating Offeree as shall equal the product of (i) a fractionInvestor requires to be sold, the numerator of which is original aggregate purchase price shall be allocated between the Selling Shareholder and the Investor pro rata based on the number of Shares owned by such Participating Offeree as of shares the date of such proposed transfer Selling Shareholder elected to sell in his Sales Notice and the denominator of which is the aggregate number of Shares owned as of the date of such Participation Notice by the Initiating Stockholders and by all Participating Offerees, multiplied by (ii) the number of Participation Securities. The amount of Participation Securities Tag Along Shares that the Investor requires to be sold by the Initiating Stockholders shall be reduced sold. No Management Shareholder may accept any offer from a third party without giving prior notice to the extent necessary to provide for such sales third party of Shares by Participating Offerees. (b) At the closing of any proposed transfer in respect of which a Participation Notice has been delivered, the Initiating Stockholders, together with all Participating Offerees electing to sell Shares, shall deliver to the proposed transferee certificates evidencing the Shares to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Shares as described in the Participation Notice. (i) the provisions of this Section 5.02 Section. For purposes hereof, the Investor shall be entitled to include as Investor Shares any amount of Conversion Shares and Warrant Shares that may be acquired upon the conversion of the Convertible Note and the exercise of the Warrants, regardless of whether the Investor has actually converted such Convertible Note or exercised such Warrants or notified the Company of its intention to do so at the time of the Sales Notice and regardless of whether the Investor has the right to exercise the Warrants at the time of the Sales Notice because the Third Anniversary Date has not apply yet then occurred, in which case, Apollo shall permit the Investor’s exercise of the Warrants in an amount sufficient to sales allow the Investor to exercise its rights pursuant to Sections 4.01, 4.02 and 4.03 of this Agreement and (ii) Section 3 with respect to the provisions of this Article V shall not apply to any transfer by a Stockholder to (x) an Affiliate or limited partner of such Stockholder or (y) the CompanyWarrant Shares.

Tag Along. No holder of Class A Membership Interest shall Transfer Class A Membership Interest to a third party (other than an Affiliate of a Class A Member) without complying with the terms and conditions set forth in this Section 14.7, as applicable. (a) Except in the case Any of the IPOClass A Members (each, any ---------- registered sale of securities under the Securities Act or any other sales of securities on the market, if at any time Stockholders holding at least 2% an “Initiating Member”) desiring to Transfer more than twenty-five percent (25%) of the Voting Securities of the Company (the "Initiating Stockholder(s)") shall ------------------------- determine to sell or transfer (total Class A Membership Interest in a business combination or otherwise) 2% or more of the Voting Securities then issuable or outstanding in one single transaction or a series of bona fide arm's-length transactions to a third party who is not an Affiliate of any of the Initiating Stockholderssimilar transactions, the Initiating Stockholders shall give not less than 30 days' ten (10) Business Days prior written notice of such intended transfer Transfer to each of the other Stockholders (individually, a "Participating Offeree" Class C Member and --------------------- collectively, the "Participating Offerees") Class D Member and to the Company. Such notice (the ---------------------- "“Participation Notice"”) shall set forth the terms and conditions of such -------------------- proposed transferTransfer, including the name of the prospective transfereeTransferee, the number amount of Shares the Class A Membership Interest proposed to be transferred Transferred by the Initiating Member (the "“Participation Securities"Interest”) by and the ------------------------ Initiating StockholdersSharing Percentage attributable thereto, the purchase price per Share proposed to be paid therefor, therefor and the payment terms and type of transfer Transfer to be effectuated. Within 20 days ; provided, however, that within five (5) Business Days following the delivery of the Participation Notice by the Initiating Stockholders Member to each Participating Offeree Class C Member and Class D Member and to the Company, each Participating Offeree mayClass C Member and Class D Member shall have the right, by notice in writing to the Initiating Stockholders Member and to the Company, have the opportunity and the right to sell elect to Transfer to the purchasers in such proposed transfer Transfer (upon the same terms and conditions as the Initiating StockholdersMember) up to that number the amount of Shares the Membership Interest owned by such Class C Member or Class D Member (each Class C Member and Class D Member making such election, a “Participating Offeree Offeree”) as shall equal the product of (ix) a fraction, the numerator of which is the number aggregate Sharing Percentage attributable to the amount of Shares owned Class A Membership Interest proposed to be transferred by such Participating Offeree as of the date of such proposed transfer Initiating Members and the denominator of which is the aggregate number of Shares Sharing Percentage attributable to the Class A Membership Interest owned as of the date of such Participation Notice by the Initiating Stockholders Members and (y) the aggregate Sharing Percentage attributable to the Membership Interest held by all such Participating Offerees, multiplied Offeree. The consideration to be received by the Participating Offerees in respect of the 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 number resulting relative value of Participation Securities. The amount of Participation Securities to be sold by the Initiating Stockholders shall be reduced Sharing Percentage attributable to the extent necessary to provide for such sales of Shares by Participating OffereesMembership Interest. (b) At the closing of any proposed transfer Transfer in respect of which a Participation Notice has been delivered, the Initiating StockholdersMember, together with all Participating Offerees electing to sell SharesOfferees, as the case may be, shall deliver to the proposed transferee Transferee certificates evidencing the Shares Membership Interests, if any and as applicable, to be sold thereto sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed with stock powers endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee prospective Transferee in respect of such Shares Membership Interests as described in the Participation Noticelast sentence of Section 14.7(a) (for the avoidance of doubt, subject to Section 14.7(d)(ii) below). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members. (c) [RESERVED]. (d) This Section 14.7(d) shall apply notwithstanding anything in Section 14.7(a) through (c) or Section 14.8 to the contrary; provided, however, that (and Section 14.8 is deemed modified to the extent inconsistent with the following): (i) the provisions twenty-five percent (25%) figure first described in Section 14.7(a) shall, for purposes of this Section 5.02 14.7(d), be reduced to 10% at such time as the Members (other than the Class C Members) have received total amounts in respect of their Membership Interests (including by way of distributions and by way of consideration received in exchange for Membership Interests) equal to the Class C Payout Threshold, including with respect to the transaction in which such event occurs, and provided further that the rights and benefits of this Section 14.7 shall not apply for any Member with respect to sales pursuant any Transfer by a Class A Member to Sections 4.01, 4.02 and 4.03 any Affiliate of this Agreement and such Class A Member; (ii) the provisions amount of this Article V Class C Membership Interest or Class D Membership Interest that may be Transferred by any Class C Member or Class D Member, as applicable, to the purchasers in a proposed transfer described in Section 14.7(a) shall not apply be that same proportion of all of such Member’s Membership Interests that the aggregate Participation Interest of all Class A Members bears to their aggregate Class A Membership Interests (but, with respect to a Class C Member, only to the extent the Class C Member’s Class C Membership Interests are then vested or would become vested in such proposed transfer, taking into account all prior transfers of Class A Membership Interests); (iii) notwithstanding anything in the last sentence of Section 14.7(a), in Section 14.8(d), or otherwise herein to the contrary, the consideration to be received by all selling Members in a sale described in Section 14.7(a) or Section 14.8 shall be allocated among the Class A Membership Interests, Class C Membership Interests and Class D Membership Interests being sold in the same proportions as if the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Membership Interests being sold were distributed without any discounts or deductions in accordance with Section 5.4; (iv) notwithstanding anything in Section 14.7(a) or (b), or Section 14.8, to the contrary, with respect to any transfer by a Stockholder transaction described therein, (A) no Class C Member or Class D Member shall be required to provide any representations or warranties in connection with any Class C Membership Interests or Class D Membership Interests to be sold or otherwise other than representations, warranties relating to (xi) an Affiliate such Member’s valid title to and ownership of the Membership Interests being sold, free and clear of all liens, claims and encumbrances (other than those arising under applicable securities laws, this Agreement and any Class C Award Agreement), (ii) such Member’s authority, power and right to enter into and consummate such transaction, (iii) the absence of any violation, default or limited partner acceleration of any agreement to which such Member is subject or by which its assets are bound as a result of such Stockholder or transaction, and (yiv) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by such Member in connection with such transaction (and then only to the extent that the other selling Members are similarly obligated to provide similar representations, warranties and indemnities with respect to the Membership Interests which they are selling) (the representations described in clauses (i)-(iv) above are referred to as “Seller Fundamental Reps”), and (B) no Class C Member or Class D Member shall have joint liability with respect to any other Member; provided, however, that in the case of clauses (A) and (B) above, the Class C Members and the Class D Member shall bear a pro rata amount (based on the ratio of the total proceeds received in such transaction by the Class C Member or the Class D Member, as applicable, to the total proceeds received in such transaction by all selling Members) of all indemnity obligations applicable to such transaction (including all indemnity obligations relating to representations and warranties made in respect of or regarding the Company, the Partnership or any of their Subsidiaries or any of such entities’ respective businesses or operations, but excluding any indemnity obligations relating to any breach of a Seller Fundamental Rep made by another Member), and provided further that the pro-rata indemnity obligation of a Class C Member or Class D Member as described in the foregoing proviso will not exceed the total proceeds received by the Class C Member or Class D Member, as applicable, in such transaction.

Tag Along. (a) Except in In the case event, Seller wishes to Transfer all or a portion of the IPO, any ---------- registered sale of securities under the Securities Act or any other sales of securities on the market, if at any time Stockholders holding at least 2% of the Voting Securities of the Company (the "Initiating Stockholder(s)") shall ------------------------- determine to sell or transfer (in a business combination or otherwise) 2% or more of the Voting Securities then issuable or outstanding in one or a series of bona fide arm's-length transactions Shares to a third non-Affiliated third-party who is not an Affiliate of any of purchaser (a “Third-Party”), Seller shall provide Purchaser with a notice, via facsimile, describing the Initiating Stockholders, the Initiating Stockholders shall give not less than 30 days' prior written notice of proposed sale to such intended transfer to each of the other Stockholders (individually, a "Participating Offeree" and --------------------- collectively, the "Participating Offerees") and to the Company. Such notice (the ---------------------- "Participation Notice") shall set forth the terms and conditions of such -------------------- proposed transferThird-Party Purchaser, including the name of the prospective transferee, the number of Shares proposed to be transferred (the "Participation Securities") by the ------------------------ Initiating StockholdersThird-Party, the purchase price per Share proposed and the other material terms and conditions on which such Third-Party is willing to be paid thereforacquire the Shares (the “Sale Notice”), and the payment terms and type of transfer to be effectuated. Within 20 days following the delivery of the Participation Notice by the Initiating Stockholders to each Participating Offeree and to the Company, each Participating Offeree may, by notice in writing to the Initiating Stockholders and to the Company, Purchaser shall have the opportunity and right, but not the right obligation, to sell require Seller to the purchasers include a pro rata portion of shares of EMG beneficially owned by Purchaser in such proposed transfer (upon sale, on the same terms and conditions as apply to the Initiating Stockholders) up to that number of Shares owned by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Shares owned by such Participating Offeree as of the date of such proposed transfer and the denominator of which is the aggregate number of Shares owned as of the date of such Participation Notice by the Initiating Stockholders and by all Participating Offerees, multiplied by (ii) the number of Participation Securities. The amount of Participation Securities to be sold by Seller, by delivering written notice (a “Tag-Along Notice”) to Seller, via facsimile, within five (5) Business Days after receiving the Initiating Stockholders Sale Notice, of its intent to exercise such right. The Tag-Along Notice shall specify the number of Initial Shares to be included in the proposed sale (the “Tag-Along Shares”). If Purchaser has not timely delivered the Tag-Along Notice, Seller shall be reduced entitled to consummate the sale to the extent necessary Third-Party on the terms described in the Sale Notice. In the event that the Third-Party is not willing to provide for purchase all of the Shares offered by Seller and all of the Tag-Along Shares, each of Seller and Purchaser shall be entitled to include in such sales sale a pro rata portion of Shares the shares held or beneficially owned by Participating Offereesit. (b) At In the closing event Purchaser has timely delivered the Tag-Along Notice, if Seller is able to effect a sale of any proposed transfer in respect of such shares which a Participation Notice has been deliveredcomplies with Section 4.2(a) above, the Initiating Stockholders, together with all Participating Offerees electing to sell Shares, then Seller shall deliver to the proposed transferee certificates evidencing the Shares to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor arrange for the consideration to be paid or delivered by the proposed transferee in respect Third-Party for the shares to be sold by Purchaser to be transferred directly to Purchaser upon delivery by Purchaser of such Shares as described appropriate documentation Transferring its interest in the Participation NoticeTag Along Shares. All costs and expenses incurred by Seller and Purchaser in connection with such sale shall be borne by such Seller and Purchaser, respectively. (i) the provisions of this Section 5.02 shall not apply to sales pursuant to Sections 4.01, 4.02 and 4.03 of this Agreement and (ii) the provisions of this Article V shall not apply to any transfer by a Stockholder to (x) an Affiliate or limited partner of such Stockholder or (y) the Company.