Common use of Approved Sale Clause in Contracts

Approved Sale. If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee Optionee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee Optionee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell GranteeOptionee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, may receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares shares not having a liquidation preference. Grantee Notwithstanding the foregoing, the sale of the Shares in an Approved Sale shall be further subject to the terms of the Plan, including without limitation Section 14 of the Plan. Optionee will take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 6 shall not require Grantee Optionee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee Optionee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. If the Board of Directors of the Company (the “"Board”") shall deliver a notice to Grantee (a “"Sale Event Notice”") stating that the Board has approved a sale of all or a portion of the Company through a sale of assets, securities, or otherwise (an “"Approved Sale”") and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s 's rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s 's Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 7 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. If the Board seeks or approves a bona fide sale of Directors over 50% of the assets of the Company (or any direct Subsidiary thereof or of equity with over 50% of the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion voting power of the Company or of any direct Subsidiary thereof (whether by merger, consolidation, recapitalization, transfer of equity securities or otherwise), in each case to an independent third party other than an Affiliate of Investor (as so approved, an “Approved Sale”) and specifying ), if requested by the name and address of the proposed parties to such transaction and the consideration payable in connection therewithBoard, Grantee shall (i) Employee will consent to and raise no objections against the such Approved Sale or the process pursuant to which the Approved Sale was arrangedSale, (ii) waive any dissenter’s rights and other similar dissenters’ rights, appraisal rights or similar rights in connection with such Approved Sale, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and or desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of the Approved Sale as requested by the Board (including, without limitation, by executing and delivering definitive agreements with respect thereto); provided that, in connection with any Approved Sale, including without limitation, (i) any proceeds paid to the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to Interest Holders in such Approved Sale and, (Bin their capacity as such) effectuate shall be allocated among the allocation and distribution Interest Holders participating in such sale based upon the amount that such Interest Holders would have received if the aggregate proceeds paid to such Interest Holders in such Approved Sale (in their capacity as such) had been distributed by the Company pursuant to Section 5.1 of the aggregate consideration upon Operating Agreement and (ii) subject to clause (i) above and the Approved Salefollowing sentence, provided, that this Section 8 Employee shall not require Grantee have no obligation to indemnify any party with respect to his Incentive Units or his Units, as the purchaser in any Approved Sale for breaches case may be, arising out of the representations, warranties or and covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale that is on a basis which is less favorable than the similar indemnification obligations of Investor with respect to its Common Units. Employee will be obligated to join on a pro rata basis (severally and not jointly) in any purchase price adjustments, indemnification or other obligations that the sellers of Incentive Units or Units are required to provide in connection with the Approved Sale such that proceeds will be distributed as if they had been distributed after giving effect to such adjustments, indemnification and other obligations (e.g., if the aggregate proceeds to be distributed in connection with such Approved Sale is equal to $120, and subsequent to the consummation of such Approved Sale a purchase price reduction (in connection with a purchase price adjustment) in an amount equal to $20 is required, then Employee shall be required to give back any proceeds that he, she or it had received in excess of the aggregate proceeds he would have received if an amount equal to $100 were distributed to the sellers of Incentive Units and other Units in connection with such Approved Sale) (other than any such obligations that relate solely to a particular Interest Holder, such as indemnification with respect to representations and warranties given by a Interest Holder regarding such Interest Holder’s title to and ownership of Incentive Units or other Units, due authorization to enter into and perform the sale agreement, enforceability of the agreement, noncontravention and any other individual representation or warranties of such Interest Holder transferring securities, in respect of which only such Interest Holder will be liable).

Approved Sale. If the Board of Directors of Rockpoint Preferred Holders fail to deliver an Acceptance Notice with respect to a proposed Approved Sale under Section 12(d), the Company (General Partner shall have the “Board”right to cause the Partnership to enter into an Approved Sale, subject to its prior compliance with Section 8, Section 12(d) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that and this Section 12(e). If the Board has approved General Partner approves a sale of all or a portion substantially all of the Company Partnership’s assets determined on a consolidated basis or proposes a sale of a majority of the then-outstanding Partnership Interests, in each case whether by merger, recapitalization, consolidation, reorganization, combination or otherwise, to any bona fide third party purchaser (collectively, if consummated, an “Approved Sale”) and specifying (such bona fide third purchaser, a “Proposed Purchaser”), the name and address of General Partner shall deliver written notice to the proposed parties to such transaction and the consideration payable Partners setting forth in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on reasonable detail the terms and conditions of the Approved Sale (including, to the extent then determined, the consideration to be paid with respect to each Partner which shall be determined by reference to its Partnership Interest Liquidation Value). Rockpoint Preferred Holders shall be given the right to approve such Approved Sale in their sole and absolute discretion; provided, for avoidance of doubt, that any such disapproval shall not be deemed to restrict or otherwise modify the General Partner’s right and obligation to acquire the Put/Call Interests in connection with an Approved Sale that is not an RP Approved Sale pursuant to Section 13. If Rockpoint Preferred Holders approve such Approved Sale (an “RP Approved Sale”) in writing within twenty (20) calendar days following receipt of notice thereof from the General Partner, then each Partner will be deemed to have consented to and agrees to raise no objections against (and to confirm in writing such consent to) such RP Approved Sale, whether such RP Approved Sale is with the Rockpoint Preferred Holders or their Affiliate, pursuant to Section 12(d), or the Proposed Purchaser. If Rockpoint Preferred Holders do not approve such Approved Sale in writing within such period, then as a condition to consummating an Approved Sale that is not an RP Approved Sale the General Partner shall be required to purchase the Put/Call Interests solely through exercise of an Early Purchase as provided in Section 13 (if the Approved Sale would occur during the Lockout Period) or solely through the exercise of the Call Right in Section 13(g)(i) (if the Approved Sale would occur outside the Lockout Period), in exchange for the Purchase Payments under terms described in Section 13 by giving notice thereof in writing to the Rockpoint Preferred Holders (a “Section 12(e) Notice”) within twenty (20) days following the earlier of (1) the date that one or both the Rockpoint Preferred Holders provide written notice that they do not approve the sale or (2) the date that the Rockpoint Preferred Holders are deemed not to approve the sale due to their failure to respond within twenty (20) days after receiving notice of the intended Approved Sale from the General Partner. If the RP Approved Sale is structured as a merger, consolidation or other transaction for which dissenter’s appraisal or similar rights are available under applicable law, each Partner will waive any dissenter’s rights, appraisal rights or similar rights in connection with such transaction. The obligations of the Partners with respect to an RP Approved Sale are subject to each Partner being entitled to and receiving the same terms and conditions shall treat all stockholders as any other holder of the Company equally (on a pro rata basis)Partnership Interests, except provided that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preferenceeach Partner receives its Partnership Interest Liquidation Value. Grantee Each Partner shall take all necessary and or desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any the RP Approved SaleSale as reasonably requested by the General Partner, including without limitationby executing, the execution of such agreements acknowledging and such instruments delivering any and all customary consents, assignments, waivers and other actions reasonably necessary to documents or instruments (A) provide the representationsincluding any applicable purchase agreement, warrantiesstockholders agreement, indemnitiesindemnification agreement or contribution agreement), covenantsfurnishing information and copies of documents, conditionsfiling applications, non-compete agreementsreports, escrow agreements returns and other provisions documents or instruments with governmental authorities, and agreements otherwise cooperating reasonably with the Proposed Purchaser. Each Partner shall only be required to make representations and warranties personal to it relating to such Approved Sale andits ownership of Partnership Interests to be transferred; provided, (B) effectuate the allocation however, that each Partner shall be obligated to join strictly on a pro rata basis with respect to all operational representations and distribution warranties made in respect of the Partnership and its Subsidiaries (as if such obligations reduced the aggregate consideration upon proceeds available for distribution or payment to the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify Partners in the purchaser determination of Partnership Interest Liquidation Value) in any Approved Sale for breaches of customary indemnification, escrow, holdback or other obligations that the representations, warranties Partnership or covenants of the Company or any other stockholder, except Partners agree to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid provide in connection with the RP Approved Sale and that are customary in amount and duration for transactions involving the sale of real estate generally in the United States; provided, however, that in connection with the closing of any such RP Approved Sale, each Rockpoint Preferred Holder shall receive at closing all consideration owed to such Rockpoint Preferred Holder pursuant to such RP Approved Sale, other than such amounts retained on a pro rata basis pursuant to such permitted indemnification, escrow, or other holdback.

Approved Sale. If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 7 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee Optionee (a “"Sale Event Notice”") stating that the Board has approved a sale of all or a portion of the Company (an “"Approved Sale”") and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee Optionee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s 's rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Optionee's Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, may receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares shares not having a liquidation preference. Grantee Notwithstanding the foregoing, the sale of the Shares in an Approved Sale shall be further subject to the terms of the Plan. Optionee will take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 5 shall not require Grantee Optionee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee Optionee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company through a sale of assets, securities, or otherwise (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable appropriate lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating necessary or reasonably appropriate to effect such Approved Sale andSale, and (B) effectuate the allocation and distribution of the aggregate consideration upon from the Approved Sale, provided, that this Section 8 7 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) ), and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. If the Board of Directors of the Company (the “"Board”") shall deliver a notice to Grantee (a “Sale Event Notice”"SALE EVENT NOTICE") stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”"APPROVED SALE") and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s 's rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s 's Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, providedPROVIDED, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee Purchaser (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee Purchaser shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell GranteePurchaser’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, may receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares shares not having a liquidation preference. Grantee Notwithstanding the foregoing, the sale of the Shares in an Approved Sale, including without limitation any Unvested Shares, shall be further subject to the terms of the Plan, including without limitation Section 14 of the Plan. Purchaser will take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 5 shall not require Grantee Purchaser to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee Purchaser is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. If the Board of Directors approves or the Investors notify the Board that they desire to consummate a Sale of the Company (the “Board”) shall deliver a notice LLC to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all one or a portion of the Company more Independent Third Parties (an “Approved Sale”), each Unitholder (and each Person that retains voting control of any Units Transferred to a Permitted Transferee) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (iand shall cause any Manager(s) designated by it to) vote for (whether at a meeting of Unitholders or Managers or by written consent), consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rightsagainst, and (iii) not otherwise impede or delay, and take such actions required or reasonably requested by the Board and/or the Investors to effectuate such Approved Sale. In furtherance of the foregoing, if the Approved Sale is structured as a (x) merger or consolidation, each Unitholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (y) sale of securitiesUnits, each Unitholder shall agree to sell Grantee’s Shares sell, and shall sell, all of his, her or its Units and rights to acquire Units on the terms and conditions of approved by the Approved Sale which terms and conditions shall treat all stockholders of Board and/or the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preferenceInvestors. Grantee Each Unitholder shall take all necessary and or desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of the Approved Sale as requested by the Board and/or the Investors (including executing and delivering any Approved Saleand all agreements, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary documents executed by the Investors on terms no less favorable to (A) provide such Unitholders than to the representationsInvestors, warrantiesincluding any applicable purchase agreement, indemnitiesstockholders agreement and/or indemnification and/or contribution agreement and, covenantsonly in the case of Unitholders and their Affiliates who are also employees of the LLC or any of its Subsidiaries, conditionsexecuting and delivering any requested reaffirmation of any then existing non-competition and non-solicitation agreements between the LLC or any of its Subsidiaries and any such employee), it being understood, for the avoidance of doubt, that no terms of the Approved Sale shall result in any non-competition, non-compete agreementssolicitation or similar restrictions on the operations of any Unitholder that is not also an employee of the LLC or any of its Subsidiaries. Notwithstanding anything in this Agreement to the contrary, escrow agreements and other provisions and agreements relating to such upon the request of the Investor, an Approved Sale andshall be structured to include the sale of equity securities of any corporation that is an Affiliate of such Investor, and directly or indirectly is the beneficial owner of any Units (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Salewith no other operations, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties assets or covenants of the Company or any liabilities other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of direct or indirect interest in such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved SaleUnits).

Approved Sale. If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee Optionee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee Optionee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell GranteeOptionee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, may receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares shares not having a liquidation preference. Grantee Notwithstanding the foregoing, the sale of the Shares in an Approved Sale shall be further subject to the terms of the Plan. Optionee will take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 5 shall not require Grantee Optionee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee Optionee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. If From and after the Board Drag Along Trigger Date, AF may cause a sale of Directors the business, in one or a series of related transactions, by way of selling 100% of the outstanding equity securities of the Company (the “Board”whether by amalgamation, merger, consolidation, recapitalization, sale or Units or otherwise) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of or all or a portion substantially all of the Company Company’s assets to one or more third parties, including third parties not yet identified by AF, who are not Affiliates of AF (an “Approved Sale”). AF may elect to cause an Approved Sale by sending written notice (a “Sale Notice”) and specifying thereof to the name and address of the proposed parties to such transaction Manager and the consideration payable in connection therewith, Grantee other Members. The Manager and NutraCea shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of cause the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall and its Subsidiaries to) promptly take all necessary and desirable lawful actions as are reasonably directed by the Board and the stockholders of the Company approving the Approved Sale AF in connection with the consummation of any Approved Sale, including without limitation, (i) cooperating with the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide proposed advisor that will lead the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants sale process of the Company or its assets and cooperating with the proposed buyer(s) (each, a “Proposed Buyer”) and AF in the evaluation of an Approved Sale, (ii) hiring legal counsel selected by AF to act on behalf of the Company and the Members in connection with such Approved Sale, (iii) facilitating each Proposed Buyer’s due diligence process in respect of any such Approved Sale, (iv) executing sale contracts and other stockholdercustomary documents approved by AF, except (v) making required governmental filings, (vi) obtaining any audit required by a Proposed Buyer’s financing sources, and (vii) in the case of NutraCea, causing the Manager and the NutraCea Designees to take all necessary or reasonably desirable actions to effect such Approved Sale. The Company shall bear all costs and expenses of any actual or proposed Approved Sale to the extent such costs or expenses are incurred by the Company or on behalf of the Members generally (x) Grantee is including, but not required limited to, the advisors and legal counsel which provide services to incur more than its pro rata share of such indemnity obligation (based on the total consideration Company with respect to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale); provided, that the Company shall not bear the costs of additional advisors or legal counsel which provide services that only benefit a specific Member or Members.

Approved Sale. If the Board or if the holders of Directors a majority of the Company (the “Board”) shall deliver Investor Shares then outstanding approve a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “"Approved Sale”) and specifying "), the name and address holders of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee Retained Shareholder Shares shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rightsSale, and (iii) if the Approved Sale is structured as (i) a merger or consolidation of the Company or a sale of securitiesall or substantially all of the Company's assets, each holder of Retained Shareholder Shares hereby waives any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) a sale of the Company's Stock, the holders of Retained Shareholder Shares hereby agree to sell Grantee’s their Retained Shareholder Shares on the terms and conditions of approved by the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to Board or the holders of a majority of the then outstanding Investor Shares, as the case may be. The holders of Retained Shareholder Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any the Approved Sale, including without limitationincluding, but not limited to, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale andSale. In the event that any holder of Retained Shareholder Shares fails for any reason to take any of the foregoing actions, (B) he, she or it hereby grants an irrevocable power of attorney to any Shareholder, Board member or the Company to take all actions and execute and deliver all documents deemed by such Persons necessary to effectuate the allocation and distribution terms of the aggregate consideration upon the Approved Sale, provided, that this Section 8 6. Any Retained Shareholder who shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid Transfer Retained Shareholder Shares in connection with an Approved Sale shall receive the same type of consideration in respect of his Retained Shareholder Shares and upon the same terms and conditions as all other Shareholders participating in such Approved Sale.

Approved Sale. If (a) Rackable and each Founder (and any other holder of Founder Shares) hereby agrees that if at any time the Board of Directors of the Company (the “Board”) shall deliver Purchaser approves a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”), Rackable and each Founder (and any other holder of Founder Shares) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewithwill vote for, Grantee shall (i) consent to to, and raise no objections against such Approved Sale, provided that Rackable and the Founders participating in such Approved Sale or will, upon the process pursuant consummation of such Approved Sale, be entitled to which receive the Approved Sale was arrangedsame type of consideration as to be received by the preferred stockholders of the Company and provided further that, (ii) waive any dissenter’s rights if there is more than one type of consideration, that each type of consideration be allocated proportionately among the preferred stockholders of the Company and other similar rights, the Founders based upon the total value of consideration to be received by the Preferred Stockholders and (iii) if the Founders in the transaction. If the Approved Sale is structured (x) as a merger or consolidation, each such holder of Founder Shares will waive any dissenters rights, appraisal rights or similar rights in conjunction with such merger or consolidation or (y) as a sale of securitiesequity, each such holder of Founder Shares will agree to sell Grantee’s up to all of such Founder Shares on the terms and conditions approved by the Company, and (z) as a sale of assets, each such holder of Founder Shares will vote in favor of any subsequent liquidation or other distribution of the Approved Sale which terms proceeds therefrom as approved by the Board. The Company, Rackable and conditions shall treat all stockholders each Founder (and any other holder of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall Founder Shares) will take all necessary and or desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any the Approved SaleSale as requested by the Board, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete all agreements, escrow agreements documents and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid instruments in connection with therewith in the Approved Saleform presented by the Company.

Approved Sale. (a) If the Board of Directors of Class A Unitholders and the Company Class B Holder, pursuant to Section 6.12(e), or the Class A Unitholders, pursuant to Section 6.9 (the “BoardApproving Unitholders”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved approve a sale of all or a portion substantially all of the Company Company’s assets determined on a consolidated basis or a sale of all of the Company’s outstanding Units to any prospective transferee or group of prospective transferees (whether by merger, exchange, contribution, recapitalization, consolidation, reorganization, combination or otherwise) (collectively an “Approved Sale”) and specifying ), the name and address of Company shall deliver written notice to the proposed parties to such transaction and the consideration payable Unitholders, setting forth in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on reasonable detail the terms and conditions of the Approved Sale (including, to the extent then determined, the consideration to be paid with respect to each class of Units eligible to participate in such Approved Sale). Each Unitholder will be deemed to have consented to and agrees to raise no objections against (and to confirm such consent in writing to) such Approved Sale. If the Approved Sale is structured as (i) a merger, consolidation or other transaction for which dissenter’s rights, appraisal rights or similar rights are available under applicable law, each Unitholder will waive any and all dissenter’s rights, appraisal rights or similar rights in connection with such transaction or (ii) a sale of Units (including by recapitalization, consolidation, reorganization, combination or otherwise), each Unitholder will agree to sell all of its Units and rights to acquire Units on the terms and conditions approved by the Approving Unitholders and to sign any definitive written sale agreement that is signed by the Approving Unitholders with respect to such sale, so long as such terms and conditions are not contrary to the provisions of this Section 12.9. Each Unitholder shall treat all stockholders of the Company equally (be obligated to join in writing on a pro rata basis), except that shares having a liquidation preference may, if so provided basis (based upon the consideration paid in the documents governing respect of such shares, receive an amount of consideration equal to Unitholder’s Units in such liquidation preference Approved Sale in addition relation to the aggregate consideration being paid to the holders in respect of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of Units in such Approved Sale) in any indemnification, escrow, holdback or other obligations that the Company approving or the Approving Unitholders agrees to provide in connection with the Approved Sale (other than any such non-escrow obligations that relate solely to a particular Unitholder, such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units, in respect of which only such Unitholder shall be liable). In addition, each such Unitholder shall agree in writing to the same individual covenants applicable to all Unitholders in their capacity as such (which, for the avoidance of doubt, shall not include any non-competition or non-solicitation covenants). Each such Unitholder will take all reasonably necessary actions in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate as reasonably requested by the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved SaleApproving Unitholders.

Approved Sale. If either (i) the Board of Directors and the K1 Investor or (ii) the K1 Investor (independently of the Company (the “Board”) shall deliver approve a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company Transaction (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable ), each Member, in connection therewithits capacity as such, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rightsagainst, and (iii) if not otherwise hinder, impede, delay or take any action that could cause any adverse effect on, such Approved Sale. If the Approved Sale is structured as a (x) merger or consolidation and the waiver by the Members pursuant to Section 11.12 and Section 6.3 of any right to vote on, consent to or otherwise approve any actions that under the Delaware Act such Members would have been entitled to vote on, consent to or otherwise approve in the absence of such waiver, is or becomes invalid or unenforceable under the Delaware Act or is determined by a court of competent jurisdiction to be invalid or unenforceable, then each Member shall vote for, consent to and, to the extent applicable under the laws governing such transaction, waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (y) sale of securitiesUnits, each Member shall agree to sell GranteeTransfer, and shall Transfer, all (or such lesser portion reflecting such Person’s Shares proportionate interest in the aggregate portion of the Total Equity Value being sold in such Approved Sale) of such Member’s Units on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed Transaction approved by the Board and the stockholders K1 Investor acting together or the K1 Investor acting alone, as the case may be. Each Member shall take all necessary or customary actions, and the receipt of the Company approving the any proceeds of such Approved Sale shall be conditioned on the taking of such actions, in connection with the consummation of the Approved Sale (whether in such Person’s capacity as a Member, Manager, officer or otherwise) as reasonably requested by the Board and the K1 Investor acting together or the K1 Investor acting alone, as the case may be (including signing and delivering any and all agreements, instruments, consents, waivers and other documents in substantially the same forms signed by the K1 Investor and any other customary agreements and documentation, including any applicable purchase agreement and, solely with respect to Management Investors, attending presentations, cooperating in facilitating the sale process and providing information reasonably requested by potential acquirers, in each case, on the terms of which shall be determined by the Board); provided, that notwithstanding the foregoing, no Member shall be required to make any representations and warranties other than customary “fundamental” representations and warranties relating to such Member’s status as a holder and seller of Units, including in respect of such Member’s unencumbered title to its Units, its power, authority and legal right to Transfer its Units, and the enforceability against such Member of agreements to which such Member is a signatory. In furtherance of the waivers set forth in this Agreement, in connection with any Approved Sale, each Member hereby irrevocably waives all claims, including any claims for breach of any duty arising out of or related to any Approved Sale, including without limitationclaims relating to the fairness of the Sale Transaction, the execution price paid for Units or assets of the Company in such Approved Sale, the process or timing of such agreements and such instruments and other actions reasonably necessary Sale Transaction or any similar claims arising from the Sale Transaction. Subject to (ASection 8.3(b), the obligations of the Members pursuant to this Section 8.3(a) provide shall not in any way be limited or otherwise affected by the representationsamount, warrantiesnature, indemnitiesform or terms of the consideration to be paid in any Approved Sale, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to even if such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate results in no consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee being paid or payable to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved SaleMember.

Approved Sale. If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee Optionee (a “Sale Event Notice”"SALE EVENT NOTICE") stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”"APPROVED SALE") and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee Optionee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s 's rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Optionee's Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee Notwithstanding the foregoing, the sale of the Shares in an Approved Sale shall be further subject to the terms of the Plan. Optionee will take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, providedPROVIDED, that this Section 8 5 shall not require Grantee Optionee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee Optionee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. (a) If the Xxxx Holders request and the Board approves (i) a Transfer of Directors a majority of the Company (the “Board”) shall deliver Company’s assets determined on a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all consolidated basis or a portion majority of the Company’s outstanding Common Stock (whether by merger (including one in which the Company is the surviving corporation), recapitalization, consolidation, reorganization, combination or otherwise) to any Independent Third Party or group of Independent Third Parties or (ii) a Transfer of any shares of Common Stock in connection with a Strategic Transaction (collectively an “Approved Sale”) and specifying the name and address ), each holder of the proposed parties to such transaction and the consideration payable in connection therewithStockholder Shares will vote for, Grantee shall (i) consent to and raise no objections against the such Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if Sale. If the Approved Sale is structured as (i) a sale merger (including one in which the Company is the surviving corporation) or consolidation, each holder of securitiesStockholder Shares will waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation and will not otherwise exercise any such right or (ii) Transfer of stock (including by recapitalization, consolidation, reorganization, combination or otherwise), each holder of Stockholder Shares will agree to sell Grantee’s all (or whatever is required to be sold in connection with such Approved Sale) of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions approved by the Xxxx Holders. Each holder of the Approved Sale which terms and conditions Stockholder Shares shall treat all stockholders of the Company equally (be obligated to join on a pro rata basis), except basis (based on the number of Stockholder Shares to be sold) in any indemnification or other obligations that shares having a liquidation preference may, if so provided the sellers of Stockholder Shares are required to provide in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving connection with the Approved Sale (other than any such obligations that relate solely 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 Stockholder Shares, in respect of which only such Stockholder shall be liable). Each holder of Stockholder Shares will take all reasonable actions in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale andas requested by the Board (which actions may include, (B) effectuate at the allocation and distribution request of the aggregate consideration upon Board, continuing arrangements among the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants stockholders of the Company or any other stockholder, except substantially similar to the extent (x) Grantee is not required to incur more than its pro rata share terms of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Salethis Agreement).

Approved Sale. If At any time the Board of Directors of approves a Sale Transaction or causes the Company to enter into a Sale Transaction or to begin a process that could result in or lead to a Sale Transaction (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (in each case, an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction ” and the consideration payable in connection therewithparty approving such Sale Transaction or process, Grantee the “Approving Party”), the Company and each Member shall (iincluding in such Member’s capacity as a Manager or by causing any Manager appointed by such Member to) consent to and raise no objections against against, and not otherwise impede or delay, such Approved Sale; provided that, in the case of any Approved Sale or the process pursuant to in which the Approved Board is the Approving Party, the Company will use reasonable best efforts to (A) provide 10 days’ prior notice to the Sponsor of its approval of a Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, Transaction and (iiiB) at the request of the Sponsor and with respect to the Sponsor Equity, structure the Sale Transaction as a purchase of Sponsor Equity or a direct or indirect equity interest in the holder of Sponsor Equity. In furtherance of the foregoing, if the Approved Sale is structured as a (x) merger, conversion or consolidation or sale of securitiesassets, each Member shall waive any dissenters rights, appraisal rights or similar rights (if any are applicable) in connection with such merger, conversion or consolidation or sale of assets or (y) sale of Units or other Equity Securities, each Member shall agree to sell Granteeand Transfer, and shall sell and Transfer, all (or such lesser portion reflecting such Person’s Shares proportionate interest in the aggregate portion of the Total Equity Value being sold or disposed of in such Approved Sale) of such Member’s Units and other Equity Securities on the terms and conditions of approved by the Approved Sale which terms Approving Party. The Company and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee each Member shall take all necessary and or desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any the Approved SaleSale (whether in such Person’s capacity as a Member, Manager, officer or otherwise), including without limitationexecuting and delivering any and all agreements, instruments, consents, waivers, including any applicable purchase agreement, stockholders agreement, indemnification agreement and contribution agreement, taking into consideration any changes in the execution conduct of business from the Closing through the date of such agreements and such instruments and other actions reasonably necessary Sale Transaction (it being understood that no member of the Sponsor Group shall be required to (A) provide the representations, warranties, indemnities, covenants, conditionsbecome bound by any non-competition, non-compete agreements, escrow solicitation or other similar agreements containing other restrictive covenants) the terms and other provisions and agreements relating to such Approved Sale and, (B) effectuate conditions of which shall be reasonably determined by the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in Approving Party. In any Approved Sale for breaches (whether initiated pursuant to clause (i) or clause (ii) of this Section 10.3(a)), Sponsor shall (with the prior consent of the representationsBoard, warranties which consent shall not be unreasonably withheld, conditioned or covenants of delayed) select the financial advisor, investment bank, accounting firm and any other third-party advisor to advise the Company or any other stockholder, except to and the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid Company Subsidiaries in connection with the Approved Salesuch Sale Transaction (or process to effect a Sale Transaction).

Approved Sale. If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company through a sale of assets, securities, or otherwise (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 7 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. (a) If the Board of Directors of the Company Approving Equityholders (the “Board”as herein defined) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved approve a sale of all or a portion substantially all of the Company Company's assets determined on a consolidated basis or a sale of all (or, for accounting, tax or other reasons, substantially all) of the Common Shares (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has substantially the same effect as any of the foregoing to an “Unaffiliated Third Party or group of Unaffiliated Third Parties (each such sale or transaction, an "Approved Sale”) and specifying the name and address "), then each holder of the proposed parties to such transaction and the consideration payable in connection therewithEquityholder Shares will vote for, Grantee shall (i) consent to and raise no objections against the such Approved Sale or subject to the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if terms set forth below. If the Approved Sale is structured as (i) a merger or consolidation, each holder of Equityholder Shares will waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) a sale of securitiesstock, each holder of Equityholder Shares will agree to sell Grantee’s all of its Equityholder Shares and rights to acquire Equityholder Shares on the same terms and conditions (subject to the proviso below) as applicable to all of the Approved Sale which terms and conditions shall treat all stockholders Equityholder Shares held by the Approving Equityholders. Each holder of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Equityholder Shares not having a liquidation preference. Grantee shall will take all reasonably necessary and or desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any the Approved Sale, Sale as reasonably requested by the Approving Equityholders including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary limitation (but subject to (ASection 7(c)) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale executing any applicable purchase agreement and, (B) effectuate the allocation and distribution if necessary, exercising any outstanding options or warrants held by such holder of the aggregate consideration upon the Approved Sale, Equityholder Shares; provided, that this Section 8 shall not require Grantee that, notwithstanding the foregoing, no Equityholder may be required to indemnify be jointly or jointly and severally liable for any indemnification obligations provided by the purchaser Equityholders in connection with any Approved Sale and no Equityholder may be liable as a result of any such indemnification obligations for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be net proceeds actually received by all stockholders that are similarly situated and hold such Equityholder as consideration for the same class or series of capital stock) and (y) Equityholder Shares it sold in such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. If In the Board of Directors event the sale of the Company (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a whether by merger, consolidation, sale of all or a portion substantially all of the Company’s assets or sale of all or substantially all the outstanding shares of capital stock and other securities of the Company) is approved by (x) the Designated Holder and such sale of the Company is not to the Designated Holder or an Affiliate of the Designated Holder, or, (y) in the event that there is no Designated Holder, Stockholders holding in excess of sixty-six and two-thirds percent (66 2/3%) of the number of shares of Series A Preferred Stock then outstanding (an “Approved Sale”), the Designated Holder may, at its option (exercised by written notice to the Company, which shall be required to promptly deliver notice of such exercise to all other Stockholders no less than twenty (20) days prior to the consummation of such Approved Sale), require that all other Stockholders sell or exchange all Securities owned by them in the same transaction at the same price and specifying on the name same terms and address conditions as applicable to the Designated Holder; provided, that (i) at least seventy-five (75%) of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process each Stockholder pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale andshall consist of cash, cash equivalents or securities of a class that is traded on a national stock exchange in the United States (Bincluding The Nasdaq Stock Market, Inc.) effectuate and is not subject to any holding period requirement under the allocation and distribution Securities Act or contractual restrictions on sale which in either case could restrict the sale of such securities to the aggregate consideration upon public immediately following the closing of such Approved Sale, and (ii) any options, warrants or other contingent Securities to be sold in such Approved Sale will have the proceeds payable in respect of the shares of Common Stock underlying such contingent Securities reduced by any amounts payable by the holders thereof to exercise such contingent Securities; and provided, further, that this Section 8 no Stockholder shall not require Grantee be obligated to indemnify the purchaser undertake any indemnity that is joint in any Approved Sale for breaches of the representations, warranties nature or covenants of the Company or any other stockholder, except to the extent could exceed (xi) Grantee is not required to incur more than its such Stockholder’s pro rata share of such indemnity indemnification obligation (calculated based on such Stockholder’s pro rata share of the total consideration to be aggregate net proceeds received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid Stockholders in connection with such Approved Sale, or (ii) the amount of the proceeds received by such Stockholder in the Approved Sale.

Approved Sale. If the Board of Directors of the Company (the “Board”) shall deliver Required Interest approves a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”) ), each Unitholder shall vote for and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against such Approved Sale and in connection therewith shall waive any claims related thereto, including claims relating to the fairness of the Approved Sale, the price paid for the Company Equity Securities in such Approved Sale, the process or timing of the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if claims. If the Approved Sale is structured as a (i) merger, business combination, equity exchange or consolidation, each Unitholder shall (to the extent applicable) waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger, equity exchange or consolidation, (ii) sale of securitiesequity or equity exchange, each Unitholder shall agree to sell Grantee’s Shares or exchange, as applicable, all of his, her or its Units or rights to acquire Units in the same proportion as, and on the terms and conditions approved by the Required Interest or (iii) sale of the Approved Sale which terms Company’s assets, each holder of Units shall (to the extent applicable) vote his, her or its Units to approve such sale and conditions shall treat all stockholders any subsequent liquidation of the Company equally (on a or other pro rata basis)distribution of the proceeds therefrom to the Unitholders, except that shares having whether by written consent or at a liquidation preference maymeeting of the Unitholders; provided, if so provided that, for the avoidance of doubt, nothing in the documents governing such sharesforegoing clauses (i) through (iii) is intended or shall be deemed or interpreted to otherwise modify, receive an amount supersede or diminish the authority of consideration equal the Board set forth in this Agreement or the limitations agreed to such liquidation preference by the Unitholders set forth in addition to the consideration being paid to the holders of Shares not having a liquidation preferenceArticle III. Grantee Each Unitholder shall take all necessary and or desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of as reasonably requested by the Company or any the Required Interest (whether in his, her or its capacity as a Unitholder, director, member of a board committee or other stockholdergoverning body or committee, except to the extent (x) Grantee is not required to incur more than its pro rata share officer or employee and including attendance at meetings in person or by proxy for purposes of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated obtaining a quorum and hold the same class or series execution of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement written consents in lieu of cash or stock paid in connection with the Approved Salemeetings).

Approved Sale. If the Board of Directors of the Company (the “"Board”") shall deliver a notice to Grantee (a “Sale Event Notice”"SALE EVENT NOTICE") stating that the Board has approved a sale of all or a portion of the Company through a sale of assets, securities, or otherwise (an “Approved Sale”"APPROVED SALE") and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s 's rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s 's Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, providedPROVIDED, that this Section 8 7 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee Optionee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee Optionee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell GranteeOptionee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee Notwithstanding the foregoing, the sale of the Shares in an Approved Sale shall be further subject to the terms of the Plan. Optionee will take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 5 shall not require Grantee Optionee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee Optionee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. If (a) In the Board event of Directors of the Company (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “any Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall each Unitholder will (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, and (ii) waive any dissenter’s 's rights and other similar rights, and (iii) if rights available to such Unitholder. If the Approved Sale is structured as a sale of securitiesUnits that include Junior Common Units, each Unitholder will agree to sell Grantee’s Shares all of its Units on the terms and conditions of the Approved Sale; PROVIDED that, if the Approved Sale which terms consists of a sale of Units, the portion of the aggregate selling price (net of expenses of the Approved Sale) (the "SELLING PRICE") to be delivered to each Unitholder that is selling Units in the Approved Sale shall be equal to the amount such Unitholder would receive in respect of their Units sold in the Approved Sale if (i) in the case of an Approved Sale of all outstanding Units, (A) all of the Company's assets were sold for an amount (net of all Company liabilities and conditions shall treat all stockholders expenses of the Approved Sale not described in Section 8.3(c)) equal to the Selling Price and (B) such Selling Price were distributed to the Unitholders in liquidation of the Company equally (on a pro rata basispursuant to Section 9.2(b)(iii), except that shares having a liquidation preference may, if so provided and (ii) in the documents governing such sharescase of an Approved Sale of less than all outstanding Units, receive (A) all of the Company's assets were sold for an amount (net of consideration all Company liabilities and expenses of the Approved Sale not described in Section 8.3(c)) equal to the Fair Market Value of such liquidation preference assets (determined consistent with the pricing for the Approved Sale and net of all Company liabilities and expenses of the Approved Sale not described in addition Section 8.3(c)) and (B) such amount were distributed to the consideration being paid Unitholders in liquidation of the Company pursuant to the holders of Shares not having a liquidation preferenceSection 9.2(b)(iii). Grantee shall Each Unitholder will take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale reasonably requested in connection with the consummation of any Approved Sale, including without limitationbut shall not be required to execute any purchase agreement, undertake any obligation except as provided herein or grant indemnification other than identical indemnification rights (whether directly to the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution buyer of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties Units or covenants of the Company or any other stockholder, except pursuant to the extent (xprovisions of a contribution agreement) Grantee is not required to incur more than its pro rata share of such indemnity obligation (PRO RATA based on the total consideration number of Junior Common Units to be received sold by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited Unitholders pursuant to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved SaleSale capped at an amount not greater than the proceeds thereof.

Approved Sale. If (a) TAO (which for the Board purpose of Directors this Section 6.9 shall also include its Permitted Transferees) shall have the right, but not the obligation, by giving written notice (an “Approved Sale Notice”) to the Company and the Members to cause a Sale of the Company (in accordance with the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale terms of all or a portion of the Company this Section 6.9 (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall ): (i) consent prior to and raise no objections against or on the fifth anniversary of the date of this Agreement, subject to Hakkasan Parent (which for the purpose of this Section 6.9 shall also include its Permitted Transferees) receiving from such Approved Sale a portion of the Sale Aggregate Consideration (as defined below) equal to or in excess of the process pursuant consideration that would be payable based on a valuation of the Company and its Subsidiaries, taken as a whole, that is equal to which the Approved Sale was arrangedMinimum Valuation, (ii) waive any dissenter’s rights and after the fifth anniversary of the date of this Agreement (other similar rightsthan as contemplated by clause (iii), and regardless of the valuation); or (iii) if in the event of a Put Notice having already been delivered (but prior to consummation of the Put) in accordance with Section 6.6, or in the event of the closing of an Approved Sale is structured as during the period in which a sale of securitiesPut Notice may be validly delivered in accordance with Section 6.6, agree subject to sell Grantee’s Shares on the terms and conditions Hakkasan Parent receiving from such Approved Sale a portion of the Approved Sale which terms and conditions shall treat all stockholders Aggregate Consideration (as defined below) equal to or in excess of the consideration that would be payable based on a valuation of the Company equally and its Subsidiaries, taken as a whole, that is equal to the Minimum Valuation. If TAO delivers an Approved Sale Notice, (on a pro rata basis), except that shares having a liquidation preference may, if so provided x) in the documents governing such shares, receive an amount of consideration equal event TAO has not already obtained a proposal with respect to such liquidation preference in addition Sale of the Company, TAO shall be authorized to the consideration being paid initiate a process to the holders of Shares not having seek a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders Sale of the Company approving for which definitive documents are entered into no later than one hundred and eighty (180) days of the Approved Sale in connection with the consummation delivery of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, Notice and that is consummated within a period of two hundred and forty (B240) effectuate the allocation and distribution days after delivery of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any such Approved Sale for breaches Notice (an “Approved Sale Period”) and to direct and control all decisions in connection therewith (including the hiring or termination of the representations, warranties or covenants of the Company or any investment bank and/or other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by professional advisers and making all stockholders that are similarly situated decisions regarding valuation and hold the same class or series of capital stockconsideration) and (y) the Company shall participate in, and reasonably cooperate in good faith with, such indemnity obligation is provided for process, in each case as reasonably requested by TAO; provided, however, that TAO shall conduct any such process in good faith and limited in regular consultation with Hakkasan Parent and will keep Hakkasan Parent promptly apprised of all material developments related to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Saleany such process.

Approved Sale. If (a) In the event that the Board of Directors and the Members approve a Sale of the Company in accordance with Section 5.6 and the Sale Conditions are met (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (each, an “Approved Sale”), then the Company may, within five (5) and specifying the name and address Business Days of such approval, give notice to all of the proposed parties Members of the invocation of this Section 9.6, which such notice shall set forth, to such transaction the extent then determined, the consideration to be paid with respect to each class of Units, the form thereof and the consideration payable proposed timing of the Sale of the Company. The Company and each Unitholder hereby agree, in connection therewiththe event of any Approved Sale, Grantee shall each Unitholder: (i) shall vote for (if such Unitholder is entitled to vote thereon), consent to (to the extent required or requested) and raise no objections against the such Approved Sale or the process pursuant to which the Approved Sale was arranged, Sale; (ii) to the extent permitted by applicable law, shall waive any dissenter’s dissenters or appraisal rights and other similar rights, (if any) with respect to such Approved Sale; and (iii) if shall not make any claim with respect to or take any action which is reasonably likely to hinder or cause an adverse effect on such Approved Sale, and the Company and each Unitholder shall consummate such Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of so approved. In connection with any Approved Sale, the Approved Sale which terms and conditions shall treat all stockholders Company, the Board, each Subsidiary of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee and each Unitholder shall take all necessary and or desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of the Approved Sale and any related transactions (including any auction or competitive bid process in 42 connection with or preceding such Transfer) as requested by the Board, including: (A) causing the Company and/or its Subsidiaries to retain investment bankers and other advisors selected by the Board; (B) participating in management meetings and preparing pitchbooks and confidential information memorandums; (C) furnishing information and copies of documents; (D) filing applications, reports, returns, filings and other documents or instruments with governmental authorities; (E) providing assistance with legal, accounting, tax, financial, benefits and other forms of due diligence; and/or (F) otherwise fully and willingly cooperating with the Company, the prospective buyer(s), any investment bankers, consultants or other professional advisors who have been retained in connection with such Approved Sale and their respective representatives. If any Unitholder receives securities in lieu of cash consideration in such Approved Sale (i.e. a rollover transaction), the Fair Market Value of such rollover securities will be determined by the Board, which determination shall include the approval of one (1) of the BR Representatives for so long as the Retained Equity equals or exceeds the Minimum Threshold (it being understood that in order to, among other things, facilitate a “rollover” of equity in connection with an Approved Sale, certain Unitholders may be required to receive securities in lieu of cash consideration or certain Unitholders may receive cash consideration in an amount equal to the value of the securities received by certain other Unitholders and such determinations may be made by the Board on a Unitholder by Unitholder basis, which determinations shall include the approval of one (1) of the BR Representatives for so long as the Retained Equity equals or exceeds the Minimum Threshold). (b) In any Approved Sale, each Unitholder shall: (i) be severally obligated to join (on a pro rata basis based on Units sold) in any indemnification obligations (including without limitationescrows, hold back or other similar arrangements to support such indemnity obligations) or other obligations to which the execution of Company agrees in connection with such agreements and Approved Sale such instruments that proceeds will be distributed as if they had been distributed after giving effect to such adjustments, indemnification and other actions reasonably necessary obligations (other than any such obligations that relate specifically to a particular Unitholder, such as indemnification with respect to representations and warranties given by such Unitholder regarding such Unitholder’s title to and ownership of Units as to which obligations such Unitholder shall be solely liable) (Aprovided that such Unitholder’s liability thereunder with respect to breaches of representations and warranties (other than for fraud and representations that relate specifically to such Unitholder) provide is expressly limited to the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating aggregate amount of consideration received by such Unitholder in connection with or pursuant to such Approved Sale); and (ii) promptly take all necessary or reasonably desirable actions requested by the Company in connection with, and in order to expeditiously consummate, such Approved Sale andand any related transactions, including executing, acknowledging and delivering transfer agreements, sale agreements, confidentiality provisions, escrow agreements, consents, assignments, releases in their capacity as Unitholders (Bincluding general releases in their capacity as Unitholders, whether relating to the Company and/or its Affiliates or otherwise) effectuate or waivers which in each case are no more burdensome than those executed by the allocation TPC Member. Each Unitholder hereby irrevocably grants to, and appoints, the Company or its designee, such Unitholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Unitholder, to vote the Units held by such Unitholder, or to grant a consent or approval in respect of such Units, in connection with any meeting of the Members or any action by written consent in lieu of a meeting of the Members with respect to an Approved Sale. Each Unitholder hereby affirms that the irrevocable proxy set forth in this Section 9.6(b) is given to secure the performance of the duties of such Unitholder under this Agreement. Each Unitholder hereby further affirms that the irrevocable proxy set forth in this Section 9.6(b) is coupled with an interest and irrevocable. (c) If the Company enters into a negotiation for an Approved Sale or an Approved Sale transaction for which Rule 506 (or any similar rule then in effect) promulgated by the United States Securities and Exchange Commission may be available with respect to such negotiation or transaction 43 (including a merger, consolidation or other reorganization), the Unitholders will, at the Company’s request, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Company. (d) In the event of a sale or exchange by the Unitholders of all or substantially all of the Units held by the Unitholders (whether by sale, merger, recapitalization, reorganization, consolidation, combination or otherwise), each Unitholder shall receive in exchange for the Units held by such Unitholder the same Fair Market Value of the aggregate consideration from such sale or exchange that such Unitholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in (but subject to the terms and conditions contained in) Section 3.1(a) as in effect immediately prior to such sale or exchange. Subject to the limitations in this Section 9.6, each Unitholder shall take all necessary or reasonably desirable actions in connection with the distribution of the aggregate consideration upon from such sale or exchange as reasonably requested by the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants Company. (e) Each of the Company and/or the TPC Member may exercise its rights under this Section 9.6 only if the following conditions (the “Sale Conditions”) are met: (i) each Member will receive the same form of consideration and the same portion of the aggregate consideration that such Member would have received if such aggregate consideration had been paid directly to the Company and then distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in (but subject to the terms and conditions contained in) Section 3.1(a) as in effect immediately prior to such sale or exchange; (ii) if any Member is given an option as to the form and amount of consideration to be received, each other stockholderMember shall be given the same option with respect its Units; (iii) the Board will make commercially reasonable efforts to structure any Sale of the Company in a manner that will be tax efficient for the Members; and (iv) no Member shall be required to sign any non-compete or non-solicitation agreement in connection with such Sale of the Company; provided that if a Member is an employee of the Company and an Officer, except such Member may be required to sign a non-compete or non-solicitation agreement in connection with such Sale of the Company so long as such agreement is not for a period longer than two (2) years and does not differ in any material respect from what is signed and delivered by other Members or other Officers. (f) The Company shall pay all transaction costs and expenses incurred by the Company in connection with any Sale of the Company to the extent (x) Grantee is not required to incur more than its pro rata share of paid by the acquiring party. Each Member shall pay for all transaction costs and expenses incurred by such indemnity obligation (based Member on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.an individual basis. 9.7

Approved Sale. If From and after the Board Drag Along Trigger Date, [•] may cause a sale of Directors the business, in one or a series of related transactions, by way of selling 100% of the outstanding equity securities of the Company (the “Board”whether by amalgamation, merger, consolidation, recapitalization, sale or Units or otherwise) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of or all or a portion substantially all of the Company Company’s assets to one or more third parties, including third parties not yet identified by [•], who are not Affiliates of [•] (an “Approved Sale”). [•] may elect to cause an Approved Sale by sending written notice (a “Sale Notice”) and specifying thereof to the name and address of the proposed parties to such transaction Manager and the consideration payable in connection therewith, Grantee other Members. The Manager and NutraCea shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of cause the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall and its Subsidiaries to) promptly take all necessary and desirable lawful actions as are reasonably directed by the Board and the stockholders of the Company approving the Approved Sale [•] in connection with the consummation of any Approved Sale, including without limitation, (i) cooperating with the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide proposed advisor that will lead the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants sale process of the Company or its assets and cooperating with the proposed buyer(s) (each, a “Proposed Buyer”) and [•] in the evaluation of an Approved Sale, (ii) hiring legal counsel selected by [•] to act on behalf of the Company and the Members in connection with such Approved Sale, (iii) facilitating each Proposed Buyer’s due diligence process in respect of any such Approved Sale, (iv) executing sale contracts and other stockholdercustomary documents approved by [•], except (v) making required governmental filings, (vi) obtaining any audit required by a Proposed Buyer’s financing sources, and (vii) in the case of NutraCea, causing the Manager and the NutraCea Designees to take all necessary or reasonably desirable actions to effect such Approved Sale. The Company shall bear all costs and expenses of any actual or proposed Approved Sale to the extent such costs or expenses are incurred by the Company or on behalf of the Members generally (x) Grantee is including, but not required limited to, the advisors and legal counsel which provide services to incur more than its pro rata share of such indemnity obligation (based on the total consideration Company with respect to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale); provided, that the Company shall not bear the costs of additional advisors or legal counsel which provide services that only benefit a specific Member or Members.

Approved Sale. If (a) Subject to any other limitations set forth herein, if at any time following December 31, 2024, the Board and Parent approve (and, in the case of Directors any sale or other fundamental change which requires the approval of the Company (Board pursuant to the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that Delaware Act, the Board has shall have approved such sale or other fundamental transaction) a sale of all or a portion of the Company Liquidity Event (collectively an “Approved Sale”) and specifying the name and address ), each holder of the proposed parties to such transaction and the consideration payable in connection therewithEquity Securities will vote for, Grantee shall (i) consent to and raise no objections against the such Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if Sale. If the Approved Sale is structured as (i) a merger or consolidation or asset sale or other transaction for which dissenter’s, appraisal or similar rights are available under applicable law, each holder of Equity Securities will waive any dissenter’s rights, appraisal rights or similar rights in connection with such transaction, or (ii) a sale of securitiesUnits (including by recapitalization, consolidation, reorganization, combination or otherwise), each holder of Equity Securities will agree to sell Grantee’s Shares all of its Units and rights to acquire Units on the terms and conditions approved by the Board and Parent. Each holder of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall Equity Securities will take all necessary and desirable lawful appropriate actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any the Approved SaleSale as requested by Parent and the Company, including without limitation, the execution of limitation voting such agreements holder’s Units that are voting units and such instruments and any other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants voting securities of the Company over which such holder has voting control in favor of such Approved Sale. In order to secure the performance by such holder of his, her or its obligations under this Section 12.8, such holder hereby appoints each CG Board Member as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of his, her or its Units that are voting units and any other stockholdervoting securities of the Company over which such holder has voting control in favor of an Approved Sale and such other matters as provided for in this Section 12.8. Each CG Board Member may exercise the proxy granted to it hereunder by such holder at any time (and from time to time) if such holder fails to comply with its obligations under this Section 12.8. The proxies and powers granted by such holder pursuant to this Section 12.8 are coupled with an interest and are given to secure the performance obligations under this Section 12.8 and are irrevocable and shall survive the death, except to the extent (x) Grantee is not required to incur more than its pro rata share incompetency, disability, bankruptcy or dissolution of such indemnity obligation holder and any subsequent holder of his, her or its Units or right to acquire Units. No holder of Units and no holder of rights to acquire Units shall grant any proxy or become party to any voting trust or other agreement (based on the total consideration to be received by all stockholders whether written or oral) that are similarly situated and hold the same class is inconsistent with, conflicts with or series violates any provision of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Salethis Section 12.8.

Approved Sale. If at any time prior to the Board consummation of Directors an IPO or a Sale Transaction, one or more Members (together with their respective Affiliates) who hold more than [60]% of the Company then outstanding Membership Interests (individually and collectively, the “BoardDrag Along Selling Member”) shall deliver a notice propose to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion sell Membership Interests representing more than [60]% of the Company then outstanding Membership Interests in a single transaction or related series of transactions (an “Approved Sale”), such Drag Along Selling Member shall have the right, after delivering the Drag Along Notice and subject to compliance with this Section 9.4, to require all other Members (each, a “Dragged Holder,” and, collectively, the “Dragged Holders”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewithvote for, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rightsagainst, and (iii) cooperate in any reasonable manner with the Drag Along Selling Member in connection with, such Approved Sale. In furtherance of the foregoing, if the Approved Sale is structured as a (x) merger or consolidation, a conversion or sale of securitiesassets, each Dragged Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or sale of assets, or (y) sale of Membership Interests or other Equity Securities, each Dragged Holder shall agree to sell Granteeand Transfer, and shall sell and Transfer, all (or such lesser portion reflecting such Dragged Holder’s Shares Pro Rata Share of the aggregate portion of the Total Equity Value implied in the Approved Sale being Transferred in such Approved Sale) of such Dragged Holder’s Membership Interests and other Equity Securities, in each case, on the terms and conditions approved by the Drag Along Selling Member; provided, that such terms and conditions shall not be less favorable to any Dragged Holder than those terms and conditions applicable to the Drag Along Selling Member (taking into account the Pro Rata Share of each Membership Interest to be sold in such Approved Sale). Each Dragged Holder shall take all reasonably necessary actions in connection with the consummation of the Approved Sale (whether in such Person’s capacity as a Member, Manager or otherwise) as reasonably requested by the Drag Along Selling Member (including executing and delivering any and all reasonable and customary agreements, instruments, consents, waivers and other documents that are required by the buyerBuyer in such Approved Sale in the same forms executed by the Drag Along Selling Member (including any applicable purchase agreement, stockholders agreement, escrow agreement and/or indemnification and/or contribution agreement); [provided, that (i) a Dragged Holder shall not be required to enter into any non-competition or non-solicitation agreement (except for a Dragged Holder that is subject to an Employment Agreement, who may be required to enter into a non-competition or non-solicitation agreement, provided that such agreement is no more restrictive than the most restrictive non-competition or non-solicitation covenant in such Dragged Holder’s Employment Agreement)] ; provided, that and (ii) no Dragged Holder shall be required to make any payment or incur any expenses in connection therewith, except as set forth in Section 9.4(c). The Drag Along Selling Member shall provide each Dragged Holder with written notice (the “Drag Along Sale Notice”) specifying in reasonable detail the material terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders Sale, including the identity of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided prospective buyerBuyer in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution number of such agreements Membership Interests to be Transferred and such instruments the proposed amount and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution form of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the such Approved Sale, at least [ten (10)] Business Days prior to any such Approved Sale, and the Drag Along Selling Member shall attach to any such Drag Along Sale Notice draft copies of all of the agreements referred to in the immediately preceding sentence; provided that each Dragged Holder shall retain and treat such copies in accordance with Section 6.7.6.6.

Approved Sale. If From and after the Board Drag Along Trigger Date, AF may cause a sale of Directors the business, in one or a series of related transactions, by way of selling 100% of the outstanding equity securities of the Company (the “Board”whether by amalgamation, merger, consolidation, recapitalization, sale or Units or otherwise) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of or all or a portion substantially all of the Company Company’s assets to one or more third parties, including third parties not yet identified by AF, who are not Affiliates of AF (an “Approved Sale”). AF may elect to cause an Approved Sale by sending written notice (a “Sale Notice”) and specifying thereof to the name and address of the proposed parties to such transaction Manager and the consideration payable in connection therewith, Grantee other Members. The Manager and XXX shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of cause the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall and its Subsidiaries to) promptly take all necessary and desirable lawful actions as are reasonably directed by the Board and the stockholders of the Company approving the Approved Sale AF in connection with the consummation of any Approved Sale, including without limitation, (i) cooperating with the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide proposed advisor that will lead the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants sale process of the Company or its assets and cooperating with the proposed buyer(s) (each, a “Proposed Buyer”) and AF in the evaluation of an Approved Sale, (ii) hiring legal counsel selected by AF to act on behalf of the Company and the Members in connection with such Approved Sale, (iii) facilitating each Proposed Buyer’s due diligence process in respect of any such Approved Sale, (iv) executing sale contracts and other stockholdercustomary documents approved by AF, except (v) making required governmental filings, (vi) obtaining any audit required by a Proposed Buyer’s financing sources, and (vii) in the case of XXX, causing the Manager and the XXX Designees to take all necessary or reasonably desirable actions to effect such Approved Sale. The Company shall bear all costs and expenses of any actual or proposed Approved Sale to the extent such costs or expenses are incurred by the Company or on behalf of the Members generally (x) Grantee is including, but not required limited to, the advisors and legal counsel which provide services to incur more than its pro rata share of such indemnity obligation (based on the total consideration Company with respect to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale); provided, that the Company shall not bear the costs of additional advisors or legal counsel which provide services that only benefit a specific Member or Members.

Approved Sale. If (a) In the Board event of Directors of the Company (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “any Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall each Unitholder will (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, and (ii) waive any dissenter’s 's rights and other similar rights, and (iii) if rights available to such Unitholder. If the Approved Sale is structured as a sale of securitiesUnits that include Junior Common Units, each Unitholder will agree to sell Grantee’s Shares all of its Units on the terms and conditions of the Approved Sale; provided that, if the Approved Sale which terms consists of a sale of Units, the portion of the aggregate selling price (net of expenses of the Approved Sale) (the "Selling Price") to be delivered to each Unitholder that is selling Units in the Approved Sale shall be equal to the amount such Unitholder would receive in respect of their Units sold in the Approved Sale if (i) in the case of an Approved Sale of all outstanding Units, (A) all of the Company's assets were sold for an amount (net of all Company liabilities and conditions shall treat all stockholders expenses of the Approved Sale not described in Section 8.3(c)) equal to the Selling Price and (B) such Selling Price were distributed to the Unitholders in liquidation of the Company equally (on a pro rata basispursuant to Section 9.2(b)(iii), except that shares having a liquidation preference may, if so provided and (ii) in the documents governing such sharescase of an Approved Sale of less than all outstanding Units, receive (A) all of the Company's assets were sold for an amount (net of consideration all Company liabilities and expenses of the Approved Sale not described in Section 8.3(c)) equal to the Fair Market Value of such liquidation preference assets (determined consistent with the pricing for the Approved Sale and net of all Company liabilities and expenses of the Approved Sale not described in addition Section 8.3(c)) and (B) such amount were distributed to the consideration being paid Unitholders in liquidation of the Company pursuant to the holders of Shares not having a liquidation preferenceSection 9.2(b)(iii). Grantee shall Each Unitholder will take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale reasonably requested in connection with the consummation of any Approved Sale, including without limitationbut shall not be required to execute any purchase agreement, undertake any obligation except as provided herein or grant indemnification other than identical indemnification rights (whether directly to the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution buyer of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties Units or covenants of the Company or any other stockholder, except pursuant to the extent (xprovisions of a contribution agreement) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration number of Junior Common Units to be received sold by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited Unitholders pursuant to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved SaleSale capped at an amount not greater than the proceeds thereof.

Approved Sale. If the Board of Directors of the Company (the “Board”unanimously approves a Sale Transaction in accordance with Section 6.3(b)(i) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company Final Sale Transaction Offer or a Final Third Party Offer is accepted pursuant to Section 9.10, in each case, to a bona fide Third Party Purchaser and solely for cash consideration (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable ), then each Member will vote for, consent to, participate in connection therewith, Grantee shall (i) consent to and raise no objections against against, and not otherwise impede or delay, such Approved Sale if and to the extent that a vote or consent of the Members is required to consummate the Approved Sale. In furtherance of the foregoing, (i) if the Approved Sale is structured as an asset sale, merger or the process pursuant to which the Approved Sale was arrangedconsolidation, then each Member will waive any dissenters rights, appraisal rights or similar rights in connection with such asset sale, merger or consolidation, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securitiesUnits or other Equity Securities, then each Member will agree to sell Granteeand Transfer, and will sell and Transfer, all (or such lesser portion reflecting such Person’s Shares proportionate interest in the aggregate portion of the Total Equity Value being sold or disposed of in such Approved Sale) of such Member’s Units and other Equity Securities on the terms approved by the Board, and conditions (iii) each Member, to the extent requested by the Board, will be obligated to: (A) use its commercially reasonable efforts to engage on behalf of the Member such financial advisors as may be reasonably necessary to identify potential or other Third Party Purchasers in connection with or to consummate such Approved Sale Sale; (B) assist in providing reasonable due diligence, financial and other information and materials regarding such Member to the parties to the Approved Sale; (C) reasonably participate in meetings, drafting sessions, diligence sessions and other discussions in connection with such Approved Sale; (D) reasonably assist the Third Party Purchaser and its financing sources in the preparation, if applicable, of definitive transaction documents and an offering document in connection with such Approved Sale; (E) provide such other consents, waivers, documents, covenants, releases and agreements regarding such Member as may be reasonably requested by the Board in connection with such Approved Sale; provided that no Member shall be required to enter into any restrictive covenants in connection with such Approved Sale, including any non-competition, non-solicitation of employees or customers, non-disparagement or similar provisions; (F) reasonably cooperate with the marketing efforts in connection with such Approved Sale; and (G) further waive any potential claim, including any claim for breach of fiduciary duty, which terms and conditions shall treat all stockholders it may have against any member of the Company equally (on a pro rata basis)Board, except that shares having a liquidation preference maythe Company, if so provided in the documents governing such sharesInitial Members, receive an amount any of consideration equal to such liquidation preference in addition their respective Affiliates, or its or their officers or directors, to the consideration being paid extent arising out of or relating to any Approved Sale, including any authorization and approval by the holders Board thereof (but excluding any claims under any agreement entered into in connection with such Approved Sale, any indemnification rights of Shares not having a liquidation preferencesuch Member and any claims for fraud). Grantee shall Each Member will take all necessary and desirable lawful actions as directed by the Board actions, and the stockholders receipt of the Company approving the any proceeds of such Approved Sale will be conditioned upon the taking of such actions, in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and(whether in such Person’s capacity as a Member, (BManager, Officer or otherwise) effectuate as requested by the allocation Board and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee applicable to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any all other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold selling Members holding the same class or series of capital stock) Units, including executing and (y) such indemnity obligation is provided for delivering any and limited to a post-closing escrow or holdback arrangement all agreements, instruments, consents, waivers and other documents in substantially the same forms executed by the Initial Members, including any applicable purchase agreement, equityholders agreement, indemnification agreement, support agreement, letter of cash or stock paid in connection with the Approved Saletransmittal and contribution agreement.

Approved Sale. If At any time prior to the Board consummation of Directors an IPO, if (i) the Major Sponsors acting jointly, or a Principal Sponsor acting individually pursuant to its rights under Section 7, desires to effectuate a Sale of the Company (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale an Independent Third Party or group of all or a portion of the Company Independent Third Parties (an “Approved Sale”), then, in each case, if the party or parties (as applicable) desiring to effectuate such Approved Sale (the “Initiating Party”) delivers written notice to the other holders of Stockholder Shares that the Initiating Party is invoking the provisions of this Section 5, each holder of Stockholder Shares shall vote for (to the extent entitled to vote), at a stockholders meeting or by written consent, and specifying the name and address of the proposed parties to such transaction and the consideration payable shall consent to, participate in connection therewith, Grantee shall (i) consent to and raise no objections against against, the Approved Sale or and the process pursuant to by which the such Approved Sale was is arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if . If the Approved Sale is structured as (x) a sale of securitiesassets or a merger or consolidation, agree to sell Grantee’s each holder of Stockholder Shares on shall waive all dissenters’ rights, appraisal rights and similar rights in connection with such sale of assets, merger or consolidation, (y) a sale of assets, each holder of Stockholder Shares shall vote in favor of the terms dissolution and conditions liquidation of the Company following consummation of the Approved Sale if requested by the Initiating Party or (z) a sale of Company Capital Stock, each holder of Stockholder Shares shall agree to sell and surrender a proportionate amount of such holder’s Stockholder Shares and rights to acquire Stockholder Shares at the price determined by the Company’s Certificate of Incorporation and on the same other terms and conditions, as applicable, as approved by the Initiating Party (other than, in any transaction in which the consideration paid to the Initiating Party and other holders of Stockholder Shares is partially or completely in the form of securities, if applicable, different governance or liquidity terms and conditions shall treat all stockholders of the applicable to Sponsors as compared to Executives or Other Investors). The Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the and holders of Stockholder Shares not having a liquidation preference. Grantee shall take all necessary and or desirable lawful actions as directed reasonably requested in good faith by the Board and the stockholders of the Company approving the Approved Sale Initiating Party in connection with the consummation of any the Approved Sale, including and execute all agreements, documents and instruments in connection therewith, as reasonably requested in good faith by the Initiating Party (including, without limitation, (i) with respect to the execution Company, providing potential purchasers with reasonable due diligence access to the books and records, personnel and facilities of such the Company and its subsidiaries (subject to customary confidentiality provisions) in order to facilitate an Approved Sale, (ii) with respect to Sponsors, Executives and Other Stockholders, entering into confidentiality agreements and such non-solicitation and non-hire agreements for a term not to exceed one year, in each case as requested by the proposed purchaser and (iii) with respect to all holders of Stockholder Shares, entering into a sale contract, letters of transmittal and similar agreements and instruments and other actions as reasonably necessary required in good faith by the Initiating Party pursuant to which each holder shall: (A) provide the severally (but not jointly) be liable for such representations, warranties, indemnities, covenants, conditionsescrows and indemnities regarding the Company and its subsidiaries and their assets, liabilities and businesses (the “Company Reps”) as approved by the Initiating Party and (B) solely on behalf of such holder, make such representations, warranties, covenants (including with respect to any applicable escrow) and indemnities concerning such holder and the Capital Stock to be sold by such holder as may be similarly agreed to by the Initiating Party in its individual capacity and as set forth in any agreement approved by the Initiating Party (the “Holder Reps”), except that non-compete agreements, competition covenants shall not be required by either of the foregoing sub clauses (A) or (B); provided that the allocable share of any holder of Stockholder Shares for any amounts payable (x) into an escrow agreements and other provisions and agreements relating to account in connection with such Approved Sale and, or (By) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify in connection with any claim by the purchaser in any Approved Sale for breaches of the representations, warranties or covenants a breach of the Company or Reps (any other stockholdersuch amount payable, except to the extent (xa “Company Loss”) Grantee is not required to incur shall be determined in accordance with Section 5(c), and if any holder of Stockholder Shares pays for more than its such holder’s allocable share of a Company Loss (such overpayment, the “Excess Amount”), then each other holder of Stockholder Shares shall promptly contribute to such holder an amount equal to such other holder’s pro rata share of such indemnity obligation (based on Excess Amount as determined in accordance with Section 5(c)). Notwithstanding anything to the contrary herein, no holder of Stockholder Shares shall be required to agree to be liable pursuant to the terms of this Agreement for an amount greater than the total consideration to be actually received by all stockholders that are similarly situated and hold the same class or series such holder of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid Stockholder Shares in connection with the such Approved Sale.

Approved Sale. If at any time prior to the Board consummation of Directors an IPO or a Sale Transaction, one or more Members (together with their respective Affiliates) who hold more than [60]% of the Company then outstanding Membership Interests (individually and collectively, the “BoardDrag Along Selling Member”) shall deliver a notice propose to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion sell Membership Interests representing more than [60]% of the Company then outstanding Membership Interests in a single transaction or related series of transactions (an “Approved Sale”), such Drag Along Selling Member shall have the right, after delivering the Drag Along Notice and subject to compliance with this Section 9.4, to require all other Members (each, a “Dragged Holder,” and, collectively, the “Dragged Holders”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewithvote for, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rightsagainst, and (iii) cooperate in any reasonable manner with the Drag Along Selling Member in connection with, such Approved Sale. In furtherance of the foregoing, if the Approved Sale is structured as a (x) merger or consolidation, a conversion or sale of securitiesassets, each Dragged Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or sale of assets, or (y) sale of Membership Interests or other Equity Securities, each Dragged Holder shall agree to sell Granteeand Transfer, and shall sell and Transfer, all (or such lesser portion reflecting such Dragged Holder’s Shares Pro Rata Share of the aggregate portion of the Total Equity Value implied in the Approved Sale being Transferred in such Approved Sale) of such Dragged Holder’s Membership Interests and other Equity Securities, in each case, on the terms and conditions approved by the Drag Along Selling Member; provided, that such terms and conditions shall not be less favorable to any Dragged Holder than those terms and conditions applicable to the Drag Along Selling Member (taking into account the Pro Rata Share of each Membership Interest to be sold in such Approved Sale). Each Dragged Holder shall take all reasonably necessary actions in connection with the consummation of the Approved Sale (whether in such Person’s capacity as a Member, Manager or otherwise) as reasonably requested by the Drag Along Selling Member (including executing and delivering any and all reasonable and customary agreements, instruments, consents, waivers and other documents that are required by the buyer in such Approved Sale in the same forms executed by the Drag Along Selling Member (including any applicable purchase agreement, stockholders agreement, escrow agreement and/or indemnification and/or contribution agreement); [provided, that a Dragged Holder shall not be required to enter into any non- competition or non-solicitation agreement (except for a Dragged Holder that is subject to an Employment Agreement, who may be required to enter into a non-competition or non- solicitation agreement, provided that such agreement is no more restrictive than the most restrictive non-competition or non-solicitation covenant in such Dragged Holder’s Employment Agreement)] ; provided, that no Dragged Holder shall be required to make any payment or incur any expenses in connection therewith, except as set forth in Section 9.4(c). The Drag Along Selling Member shall provide each Dragged Holder with written notice (the “Drag Along Sale Notice”) specifying in reasonable detail the material terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders Sale, including the identity of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided prospective buyer in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution number of such agreements Membership Interests to be Transferred and such instruments the proposed amount and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution form of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the such Approved Sale, at least [ten (10)] Business Days prior to any such Approved Sale, and the Drag Along Selling Member shall attach to any such Drag Along Sale Notice draft copies of all of the agreements referred to in the immediately preceding sentence; provided that each Dragged Holder shall retain and treat such copies in accordance with Section 6.7.

Approved Sale. If Subject to the Board provisions of Directors subsection 3(c), if an IPO has not been completed by the Company by December 22, 2008, then until such time as an IPO is completed by the Company, a Majority of Investors may elect by written notice (a “Required Sale Notice”) to require the GP to effect a Sale of the Company (that satisfies the “Board”conditions indicated in Section 3(b) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company below (an “Approved Sale”) ). Upon receipt of a Required Sale Notice and specifying if a Majority of Investors do not accept the name and address GP Offer Price, the GP shall undertake to effect a Sale of the proposed Company as promptly as commercially reasonable with a view to maximizing the aggregate consideration to be received for such sale; provided, however, that all parties shall work in good faith to such transaction complete an Approved Sale within one hundred eighty (180) days after receipt of the Required Sale Notice by the GP. Upon receipt of a Required Sale Notice and if a Majority of Investors do not accept the consideration payable in connection therewithGP Offer Price, Grantee the Conflicts Committee of the Board shall engage an investment banking firm of national reputation to seek Qualifying Offers (as defined below) for an Approved Sale. The Conflicts Committee of the Board shall have the primary responsibility for negotiating the terms of any potential Qualifying Offer and shall present to the Investors all offers received for a Sale of the Company that satisfy the conditions for an Approved Sale (a “Qualifying Offer”). Subject to Section 3(c), if a Majority of Investors agrees to accept a Qualifying Offer, then all of the parties hereto shall (i) consent to to, vote for and raise no objections against the Approved Sale Qualifying Offer or the process pursuant to which the Approved Sale Qualifying Offer was arranged, (ii) waive any dissenter’s dissenters’, appraisal and similar rights and other similar rightswith respect thereto, and (iii) if the Approved Sale Qualifying Offer is structured as a sale of securities, the Partnership Interests agree to sell Grantee’s Shares all of their Partnership Interests and Member Interests on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preferenceQualifying Offer. Grantee The parties hereto shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including including, without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale andSale, and (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Saleas set forth below.

Approved Sale. If the Board of Directors of the Company (the “"Board”") shall deliver a notice to Grantee (a “Sale Event Notice”"SALE EVENT NOTICE") stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”"APPROVED SALE") and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s 's rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s 's Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, providedPROVIDED, that this Section 8 7 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. (a) If the Board of Directors of Class A Unitholders and the Company Class B Holder, pursuant to Section 6.12(e), or the Class B Unitholders, pursuant to Section 6.9 (the “BoardApproving Unitholders”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved approve a sale of all or a portion substantially all of the Company Company’s assets determined on a consolidated basis or a sale of all of the Company’s outstanding Units to any prospective transferee or group of prospective transferees (whether by merger, exchange, contribution, recapitalization, consolidation, reorganization, combination or otherwise) (collectively an “Approved Sale”) and specifying ), the name and address of Company shall deliver written notice to the proposed parties to such transaction and the consideration payable Unitholders, setting forth in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on reasonable detail the terms and conditions of the Approved Sale (including, to the extent then determined, the consideration to be paid with respect to each class of Units eligible to participate in such Approved Sale). Each Unitholder will be deemed to have consented to and agrees to raise no objections against (and to confirm such consent in writing to) such Approved Sale. If the Approved Sale is structured as (i) a merger, consolidation or other transaction for which dissenter’s rights, appraisal rights or similar rights are available under applicable law, each Unitholder will waive any and all dissenter’s rights, appraisal rights or similar rights in connection with such transaction or (ii) a sale of Units (including by recapitalization, consolidation, reorganization, combination or otherwise), each Unitholder will agree to sell all of its Units and rights to acquire Units on the terms and conditions approved by the Approving Unitholders and to sign any definitive written sale agreement that is signed by the Approving Unitholders with respect to such sale, so long as such terms and conditions are not contrary to the provisions of this Section 12.9. Each Unitholder shall treat be obligated to join in writing on a pro-rata basis (based upon the consideration paid in respect of such Unitholder’s Units in such Approved Sale in relation to the aggregate consideration paid in respect of all stockholders of Units in such Approved Sale) in any indemnification, escrow, holdback or other obligations that the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided or the Approving Unitholders agrees to provide in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving connection with the Approved Sale (other than any such non-escrow obligations that relate solely to a particular Unitholder, such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units, in respect of which only such Unitholder shall be liable). In addition, each such Unitholder shall agree in writing to the same individual covenants applicable to all Unitholders in their capacity as such (which, for the avoidance of doubt, shall not include any non-competition or non-solicitation covenants). Each such Unitholder will take all reasonably necessary actions in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate as reasonably requested by the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved SaleApproving Unitholders.

Approved Sale. If (a) In the event that the Board of Directors and the Members approve a Sale of the Company in accordance with Section 5.6 and the Sale Conditions are met (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (each, an “Approved Sale”), then the Company may, within five (5) and specifying the name and address Business Days of such approval, give notice to all of the proposed parties Members of the invocation of this Section 9.6, which such notice shall set forth, to such transaction the extent then determined, the consideration to be paid with respect to each class of Units, the form thereof and the consideration payable proposed timing of the Sale of the Company. The Company and each Unitholder hereby agree, in connection therewiththe event of any Approved Sale, Grantee shall each Unitholder: (i) shall vote for (if such Unitholder is entitled to vote thereon), consent to (to the extent required or requested) and raise no objections against the such Approved Sale or the process pursuant to which the Approved Sale was arranged, Sale; (ii) to the extent permitted by applicable law, shall waive any dissenter’s dissenters or appraisal rights and other similar rights, (if any) with respect to such Approved Sale; and (iii) if shall not make any claim with respect to or take any action which is reasonably likely to hinder or cause an adverse effect on such Approved Sale, and the Company and each Unitholder shall consummate such Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of so approved. In connection with any Approved Sale, the Approved Sale which terms and conditions shall treat all stockholders Company, the Board, each Subsidiary of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee and each Unitholder shall take all necessary and or desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of the Approved Sale and any related transactions (including any auction or competitive bid process in connection with or preceding such Transfer) as requested by the Board, including: (A) causing the Company and/or its Subsidiaries to retain investment bankers and other advisors selected by the Board; (B) participating in management meetings and preparing pitchbooks and confidential information memorandums; (C) furnishing information and copies of documents; (D) filing applications, reports, returns, filings and other documents or instruments with governmental authorities; (E) providing assistance with legal, accounting, tax, financial, benefits and other forms of due diligence; and/or (F) otherwise fully and willingly cooperating with the Company, the prospective buyer(s), any investment bankers, consultants or other professional advisors who have been retained in connection with such Approved Sale and their respective representatives. If any Unitholder receives securities in lieu of cash consideration in such Approved Sale (i.e. a rollover transaction), the Fair Market Value of such rollover securities will be determined by the Board, which determination shall include the approval of one (1) of the BR Representatives for so long as the Retained Equity equals or exceeds the Minimum Threshold (it being understood that in order to, among other things, facilitate a “rollover” of equity in connection with an Approved Sale, including without limitation, certain Unitholders may be required to receive securities in lieu of cash consideration or certain Unitholders may receive cash consideration in an amount equal to the execution value of such agreements the securities received by certain other Unitholders and such instruments and other actions reasonably necessary to determinations may be made by the Board on a Unitholder by Unitholder basis, which determinations shall include the approval of one (A1) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon BR Representatives for so long as the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify Retained Equity equals or exceeds the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved SaleMinimum Threshold).

Approved Sale. If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee Optionee (a “"Sale Event Notice”") stating that the Board has approved a sale of all or a portion of the Company (an “"Approved Sale”") and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee Optionee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s 's rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Optionee's Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee Notwithstanding the foregoing, the sale of the Shares in an Approved Sale shall be further subject to the terms of the Plan. Optionee will take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 5 shall not require Grantee Optionee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee Optionee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. If the Board of Directors of the Company (the “"Board”") shall deliver a notice to Grantee (a “"Sale Event Notice”") stating that the Board has approved a sale of all or a portion of the Company (an “"Approved Sale”") and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the 4 process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s 's rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s 's Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 7 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

Approved Sale. If In the Board of Directors event that the holders of the Preferred Shares exercise redemption rights pursuant to Section 3 of Article Fourth of the Company's Amended Certificate and the Company is unable to redeem, is legally prevented from redeeming or otherwise fails to redeem all of the Preferred Shares it is obligated to redeem under such Section 31 and such failure to redeem continues for sixty (60) days after the date on which the redemption should have been effected, then the Investor, by written notice to the Company and the other Stockholders (the “Board”) "Sale Notice"), shall deliver a notice be entitled to Grantee (a “Sale Event Notice”) stating that require the Board has approved a sale of all or a portion substantially all of the assets or capital stock of the Company whether by merger, consolidation, sale of assets or stock or otherwise (an “the Approved Sale”) "). Each Stockholder shall vote his Shares for, and specifying consent to, the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against Approved Sale. If the Approved Sale is structured as a merger or the process pursuant to which consolidation and the Approved Sale was arrangedprovides for similar consideration for the Common Shares and the Preferred Shares (determined by assuming, (ii) for purposes of this Section 6.1, the full conversion of the Preferred Shares to Common Shares), each Stockholder shall waive any dissenter’s rights and other similar 's rights, and (iii) if appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Sale is structured as a sale of securitiesstock, each Stockholder shall agree to sell Grantee’s all of his Shares and rights to acquire Shares on the terms and conditions approved by the Board The Stockholders shall take any and all action necessary (including, without limitation, voting their Shares, executing and delivering written consents of Stockholders, calling special stockholders' meetings, and causing the Company to engage an investment banking firm) to effectuate the consummation of the Approved Sale which terms as promptly as possible and conditions shall treat all stockholders The any event within six (6) months after receipt by the Company of the Company equally (on a pro rata basis), except that shares having a Sale Notice. Subject to the liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition payable to the consideration being paid Investor pursuant to the holders Amended and Restated Certificate of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders Incorporation of the Company approving the Approved Sale in connection with the consummation of any Approved SaleCompany, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share applicable, each of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold Stockholders shall receive the same class or series form of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the consideration upon an Approved Sale.

Approved Sale. If the Board of Directors and MDP approve a Sale of the Company (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”) and specifying the name and address ), all holders of the proposed parties to such transaction and the consideration payable in connection therewithRestricted Securities shall consent to, Grantee shall (i) consent to vote for and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rightsSale, and (iii) if the Approved Sale is structured as a sale of securitiesstock, the holders of Restricted Securities shall agree to sell Grantee’s Shares their Restricted Securities on the terms and conditions of approved by the Approved Sale which terms Board and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the MDP. The holders of Shares not having a liquidation preference. Grantee Restricted Securities shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any the Approved Sale and shall not impair or delay the Approved Sale. In furtherance of the foregoing, including without limitation, if the execution of such agreements and such instruments and other actions reasonably necessary to Approved Sale is structured as (A) provide the representationsa merger or consolidation, warrantieseach holder of Restricted Securities shall vote its Restricted Securities to approve such merger or consolidation, indemnitieswhether by written consent or at a stockholders meeting (as requested by MDP), covenantsand waive all dissenter’s rights, conditions, non-compete agreements, escrow agreements appraisal rights and other provisions and agreements relating to similar rights in connection with such Approved Sale andmerger or consolidation, (B) effectuate a sale of stock, each holder of Restricted Securities shall agree to sell, and shall sell, all of its Restricted Securities and rights to acquire Restricted Securities on the allocation terms and distribution conditions so approved, or (C) a sale of the aggregate consideration upon the Approved Saleassets, provided, that this Section 8 each holder of Restricted Securities shall not require Grantee vote its Restricted Securities to indemnify the purchaser in approve such sale and any Approved Sale for breaches of the representations, warranties or covenants subsequent liquidation of the Company or any other stockholderdistribution of the proceeds therefrom, except to the extent whether by written consent or at a stockholders meeting (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received as requested by MDP), and waive all stockholders that are similarly situated dissenter’s rights, appraisal rights and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid similar rights in connection with the Approved Salesuch sale of assets.