Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. (a) Subject to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Members.

Drag-Along Rights. (a) Subject In the event that a Disposition Event is approved by the board of directors of the Corporation or is otherwise effected or to be effected with the consent or approval of the board of directors of the Corporation, Blueapple and its Permitted Transferees agrees to Transfer all of their respective Common Units on the terms and conditions contemplated by this Section 10.09, effective and contingent upon the consummation of such Disposition Event, for consideration per Common Unit (before taking into account any rights such Person may have under the Tax Receivable Agreement) equal to the limitations same kind and conditions set forth in this Section 3.7amount of stock or securities, Section 6.14 and Article V and Article XIcash or other property, (x) if as the case may be, into which a share of Class A Common Units Member elects to consummate, Stock is converted or to cause the Company to consummate, a sale of all of the assets or all of the equity interests exchanged in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and otherwise with respect to such Common Units on the same terms and conditions as apply to the shares of Class A Common Stock in such Disposition Event, with such modifications as are appropriate, as determined in good faith by the Manager, to reflect the fact that Common Units rather than shares of Class A Common Stock will be Transferred. Such Transfer shall be structured in the sole discretion of the Manager and, without limitation to any other structure, the Manager will use its reasonable best efforts expeditiously and in good faith to take or cause to be taken all other actions, reasonably such actions and do all such things as are necessary or desirable to cause enable and permit Blueapple and its Permitted Transferees to participate in such Disposition Event to the consummation same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided that, without limiting the generality of this sentence, the Manager will use its reasonable best efforts expeditiously and in good faith to ensure that Blueapple and its Permitted Transferees may participate in each such Disposition Event without being required to have their Common Units and any associated shares of Class B Common Stock redeemed (or, if so required, to ensure that any such redemption shall be effective only upon, and shall be conditional upon, the closing of such Drag-Along Transaction on the terms proposed by the Common Units Memberdisposition Event, including entering into a customary registration rights agreement in connection with a public offering of the Company; providedor, howeveras applicable, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback necessary to exchange the number of proceeds shall be allocated on a pro rata basis among the applicable MembersCommon Units being repurchased).

Drag-Along Rights. (a) Subject If the Manager approves a Sale of the Company, each Member shall vote for, consent to and raise no objections against such Sale of the Company (to the limitations extent such Member has voting or consenting rights). If the Sale of the Company is structured as a (i) merger or consolidation, each Unitholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of Units, each Member shall agree to sell all or the pro rata portion (as the case may be) of his, her or its Units and rights to acquire Units on the terms and conditions approved by the Manager. Each Member shall bear their pro-rata portion (based upon respective Membership Interests) of any escrows or holdbacks. Each Member shall also take all necessary or desirable actions in connection with the consummation of the Sale of the Company as requested by the Manager, including, without limitation, executing written consents of members, proxies, registration statements, letters of transmittal, purchase agreements providing for the distribution of net proceeds in accordance with Section 9.3, escrow agreements and assignments (or similar instruments of conveyance). Each Member hereby constitutes and appoints the Manager and any Officer, and each of them, with full power of substitution, (y) as the proxies of such Member, with respect to the matters set forth in this Section 3.76.1, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects hereby authorizes each of them to consummate, or to cause the Company to consummate, a sale of vote all of the assets Units held by such Member in a manner which is consistent with the terms and provisions of this Section 6.1, and (z) as such Member’s true and lawful attorney, in such Member’s name, place and stead, to execute any agreements or all documents required to be executed by such Member, pursuant to this Section 6.1. The proxy and grant of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale power of assets or otherwise) following the Effective Date or attorney granted pursuant to clause (y) if and clause (z) of this Section 6.1 are given in consideration of the Common Units Member elects to cause a public offering agreements and covenants of the Company (each, a “Drag-Along Transaction”), and the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; providedthe transactions contemplated by this Agreement and, that (v) each Member shall make the same representations as such, are coupled with an interest and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach irrevocable unless and until this Agreement terminates or expires in accordance with its terms. Each Member hereby revokes any and all previous proxies or powers of any covenants of any other attorney with respect to such Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Members’s Units.

Drag-Along Rights. If Endo LLC shall propose to Transfer at ----------------- least 60% of all shares of Common Stock then owned by Endo LLC to a Third Party, then (a) Subject in addition to the limitations and conditions set forth rights of the Management Stockholders to participate in such Transfer pursuant to Section 6.4(a) hereof) Endo LLC may, at its option, require the Management Stockholders (collectively, the "Remaining Holders") to ----------------- include in such Transfer to the Third Party such number of shares of Common Stock then owned by such Remaining Holder, as determined in accordance with this Section 3.7, Section 6.14 and Article V and Article XI, 6.4(b). Endo LLC shall send written notice (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “"Drag-Along Transaction”)Notice") of the ----------------- exercise of their rights pursuant to this Section 6.4(b) to each of the Remaining Holders, setting forth the consideration per share to be paid by the Third Party and the other Members will consent to material terms and conditions of such transaction. The Drag-Along Transaction, and will take or cause Notice shall state that the Remaining Holders shall be required to be taken all other actions, reasonably necessary or desirable participate in the proposed Transfer of shares of Common Stock to cause the consummation of such Drag-Along Transaction on Third Party according to the terms proposed and conditions of this Section 6.4(b) and for the same type of consideration and for an amount of consideration per share not less than that offered to Endo LLC by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering Third Party. Within 15 days following the receipt of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along TransactionNotice, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business each of the Company in connection with the Drag-Along Transaction Remaining Holders shall be shared by the Members pro rata on deliver to a several but not joint basis in proportion to the proceeds received by each Member representative of Endo LLC designated in the Drag-Along TransactionNotice certificates representing all shares of Common Stock held by such Remaining Holder, and in no event shall any Member duly endorsed, together with all other than the Common Units Member documents required to be responsible for any liabilities or indemnities executed in connection with such Drag-Along Transaction in excess transaction. In the event that any Remaining Holder should fail to deliver such certificates to Endo LLC, the Company shall cause the books and records of the proceeds received Company to show that such shares are bound by the provisions of this Section 6.4(b) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (x) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Common Stock then owned by such Member Remaining Holder, and the denominator of which shall be the total number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the Remaining Holders. The maximum number of shares of Common Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 6.4(b) shall be the total number of shares of Common Stock then owned by such Remaining Holder. If, within 120 days after Endo LLC gave the Drag-Along Transaction; Notice, it shall not have completed the Transfer of all the shares of Common Stock of the Remaining Holders in accordance with this Section 6.4(b), Endo LLC shall return to each of the Remaining Holders all certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 6.4(b). Promptly (ybut in no event later than 5 days) each Class A Member after the consummation of the Transfer of Common Stock of Endo LLC and Remaining Holders pursuant to this Section 6.4(b), Endo LLC shall only be obligated to provide representations, warranties, covenants or indemnities give notice thereof to the extent all Remaining Holders, shall remit to each of the Remaining Holders the total consideration in respect of the shares of Common Stock of such Remaining Holder which were so transferred, and shall furnish such other Members are similarly obligated; evidence of the completion and (z) any escrow or other holdback time of proceeds shall completion of such Transfer and the terms thereof as may be allocated on a pro rata basis among the applicable Membersreasonably requested by such Remaining Holders.

Drag-Along Rights. (a) Subject to the limitations and conditions set forth in this Section 3.78.08, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, one or to cause the Company to consummate, a sale of all more of the assets DLJMB Members (collectively, the “Drag-Along Seller”) propose to Transfer Units to any Third Party or all Parties (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions and the equity interests Units to be Transferred by the Drag-Along Seller represent not less than 50% of Units then owned by the DLJMB Members in the Company by whatever means aggregate (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (eachany such Transfer, a “Drag-Along TransactionSale”), the other Members will consent to such Drag-Along TransactionSeller may at its option require each Other Member to Transfer, and will each other Member hereby agrees to Transfer, the Drag-Along Portion of the Units (“Drag-Along Rights”) then held by such Other Member. All Other Members shall cooperate in, and shall take or cause to be taken all other actions, actions that the Drag-Along Seller deems reasonably necessary or desirable to cause consummate the consummation Drag-Along Sale, including, without limitation, (i) voting their respective Units (or executing and delivering any written consents in lieu thereof) in favor of the Drag-Along Sale, including voting to approve a Drag-Along Sale if such Drag-Along Transaction on Sale is structured as a merger or a sale of all or substantially all of the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering assets of the Company; provided, howeverand against any action or proposal that may prevent, that none hinder or impede the consummation of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made Sale, (ii) to a Third Party on an arm’s-length basis. The Members will execute the extent permitted by applicable law, not exercising any applicable merger, asset purchase, security purchase, recapitalization dissenters’ or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees appraisal rights to make which they may be entitled in connection with the Drag-Along TransactionSale, except that in no event shall any Member be required and (iii) subject to agree to any non-competition or non-solicitation covenant in connection Section 8.07(b), entering into agreements with the Drag-Along Transaction or Transferee on terms substantially identical to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; those (vif any) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with entered into between the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in Transferee and the Drag-Along Transaction, and in no event shall any Seller. Each Other Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in hereby grants to the Drag-Along Transaction; Seller, an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Other Member’s Units in accordance with such Other Member’s agreements in this Section 8.07 and a power of attorney to execute and deliver in the name and on behalf of such Other Member all such agreements, instruments and other documentation (yincluding any written consents of Members) each Class A as is required to Transfer the Units held by such Other Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow Drag-Along Transferee. The Drag-Along Seller shall provide notice to each Other Member that sets forth the circumstances in which such proxy or other holdback power of proceeds shall be allocated on a pro rata basis among attorney was used immediately following the applicable Membersexercise of the Drag-Along Seller’s rights as set forth above.

Drag-Along Rights. (ai) Subject to In the limitations and conditions set forth in this Section 3.7event that on or after the fifth anniversary hereof a Selling Investor Member owning, Section 6.14 and Article V and Article XIalone or together with any other Member, (x) if more than 30% of the then outstanding Common Units Member elects (A) proposes to consummateTransfer Interests, other than any Transfer to an Affiliate of such Selling Investor Member, and such Interests would represent more than 30% of the then outstanding Common Units, or (B) desires to cause effect an Exit Event, such Selling Investor Member shall have the Company to consummate, a sale of all of right (the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along TransactionRight”), upon written notice to the other Members will consent Members, to require that each other Member join pro rata in such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation sale by selling a pro rata portion of such Drag-Along Transaction on the terms proposed by the other Member’s Common Units on substantially the same terms (including with respect to representations, warranties and indemnification) as such Selling Investor Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties relating specifically to any Member (and related indemnitiesother than with respect to the representations referenced in the foregoing subsection (x)) or other shall only be made by that Member; (y) any indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared provided by the Members pro rata shall be based on a several but not joint basis in proportion to the proceeds relative purchase price being received by each Member in the Drag-Along Transactionproposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of a Member shall in no event shall any Member other than exceed the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the net proceeds received by to such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligatedfrom such proposed Transfer; and (z) any escrow the form of consideration to be received by the Selling Investor Member in connection with the proposed sale may be different from that received by the other Members so long as the value of the consideration to be received by the Selling Investor Member is the same or less than what they would have received had they received the same form of consideration as the other holdback Members (as reasonably determined by the Board in good faith). For purposes of proceeds this Section 12.8, for each Member “joining the Selling Investor Member in such sale” shall be allocated on include voting its Interests consistently with the Selling Investor Member, transferring its Interests to a pro rata basis among corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the applicable MembersSelling Investor Member and providing such other cooperation as the Selling Investor Member may reasonably request.

Drag-Along Rights. (a) Subject So long as the Francisco Partners Group beneficially owns (as determined pursuant to Rule 13d-3 promulgated under the limitations Exchange Act) 10% or more of the outstanding Common Shares and conditions set forth the Xxxxxxxx Group does not beneficially own (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act) a greater number of Common Shares than that beneficially owned (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act) by the Francisco Partners Group, if holders of 50.1% of the outstanding Common Shares, including the Francisco Partners Group (the “Accepting Shareholders”), agree (individually or in this Section 3.7, Section 6.14 and Article V and Article XI, (xthe aggregate) if the Common Units Member elects to consummateenter into, or vote to cause the Company to consummateapprove, a sale transaction, or series of all transactions, with a non-affiliated third party (the “Third Party Buyer”) which would result in a Change of the assets or all of the equity interests in the Company by whatever means Control Event (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), each Shareholder other than the other Members will consent Accepting Shareholders (“Non-Accepting Shareholders”), shall be obliged to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause approve the consummation of such Drag-Along Transaction on and to take all necessary action to cause the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made Corporation to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with consummate the Drag-Along Transaction, except that in no event shall any Member be required including, without limitation, taking each of the following actions, as applicable (i) vote or take such other action necessary to agree to any non-competition or non-solicitation covenant in connection with approve the Drag-Along Transaction (or any portion thereof), and execute and deliver all documents and instruments to make any representation or warranty that would be inaccurate when made without the ability give effect to provide disclosure against such representation or warranty; acceptance, (vii) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with if the Drag-Along Transaction shall be shared is structured to include a tender offer, tender the Common Shares owned by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in Non-Accepting Shareholders into the Drag-Along Transaction, and in no event shall any Member other than (iii) if the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess is structured as a sale of stock, sell or transfer up to that percentage of Common Shares equal to the percentage of the proceeds received Common Shares held by the Accepting Shareholders which are being transferred to the Third Party Buyer, and execute and deliver all documents and instruments to give effect to such Member in sale or transfer. For greater certainty, the Non-Accepting Shareholders shall not be required to take any actions to further the consummation of the Drag-Along Transaction pursuant to this Section 6.4 unless and until the holders of 50.1% of the outstanding Common Shares have irrevocably agreed to enter into, have entered into, or have voted to approve the Drag Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Members.

Drag-Along Rights. Members holding a majority of the Percentage Interest in the Company, together with other Members who, together with the foregoing Members hold a majority of Percentage Interest in the Company (athe foregoing Members are collectively referred to herein as the “Majority Members”) Subject may at their option at any time require the other Members (the “Minority Members”) to sell all of their Units to a buyer in a single transaction, but only if the aggregate Fair Market Value of the consideration in such transaction to be received by each Minority Member is greater than or equal to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale Deemed Unit Value of all of the assets Units held by each such Minority Member at the time of such transaction. The Majority Members are hereby authorized to market the Company for sale. In order to exercise the foregoing right, the Majority Members shall jointly issue a written notice (a “Drag Along Notice”) signed by each Majority Member to each of the Minority Members advising the Minority Members that they are exercising their rights under this Section 8.10, and information describing the sales transaction, including the nature and value of the consideration of to be paid to each Member, the time of closing, the identity of the Buyer, and copies of any purchase and sale agreement or letter of intent to the extent that such an agreement or letter has been executed. Upon receipt of a Drag Along Notice, the Minority Members shall be obligated to sell their Units pursuant to the transaction referred to therein. The total consideration for all of the equity interests in Units pursuant to the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member foregoing transaction shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations divided and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by apportioned among the Members pro rata on in accordance with each Member’s Pro Forma Liquidation Amount. The Minority Members agree that they shall vote or cause a several but not joint basis vote to be made (as Members of the Company) in proportion favor of any such Company action as may be necessary or convenient for the taking of such action to approve the transactions contemplated under this Section and will, upon request from the Majority Members, provide to the proceeds received by each Member Majority Members an irrevocable proxy to vote the Minority Members’ Units. Sections 8.06 and 8.07 shall not apply in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess case of the proceeds received by such Member in the Drag-issuance of a Drag Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersNotice.

Drag-Along Rights. (a) Subject If at any time (i) the holders of a majority of the issued and outstanding Class A Preferred Shares and (ii) the holders of a majority of the issued and outstanding Common Shares (together with the holders described in immediately preceding clause (i), the “Initiating Holders”), propose to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, effect (x) if the Common Units Member elects to consummate, or to cause the Company to consummateeffect) a Sale Event, the Initiating Holders may deliver a sale of notice (a “Sale Event Notice”) to all of the assets other Security Holders stating that the Initiating Holders propose to effect (or all of the equity interests in to cause the Company by whatever means to effect) such transaction (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Sale Event Notice Transaction”), and specifying the other Members will consent name and address of the proposed parties to such Drag-Along Transactiontransaction and the consideration payable in connection therewith. Upon receipt of a Sale Event Notice, and will take or cause each Security Holder shall be obligated to be taken Transfer all other actionsShares owned by it in such Sale Event (or, reasonably necessary or desirable to cause in the consummation case of such Drag-Along Transaction on a Sale Event involving a sale of less than all of the terms proposed outstanding Shares, a percentage of the Shares owned by it equal to the percentage of the Initiating Holders’ Shares being sold by the Common Units MemberInitiating Holders), including entering into for a customary registration rights agreement in connection with a public offering of price and, subject to Section 3.8(c) below, on other terms and conditions not less favorable to the CompanySecurity Holder than to the Initiating Holders; provided, however, that none the price may be different for each of the transactions described Company’s classes of stock to the extent that such difference is consistent with the liquidation preferences of such classes of stock set forth in clauses (x) or (y) of this sentence shall constitute the Articles; provided further, however, that, with respect to any Shares for which a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization Security Holder holds unexercised stock options or other agreement negotiated convertible security with an associated exercise price, the price per such Share shall be reduced by the exercise price of such security or, if required pursuant to the terms of such security, such Security Holder shall pay the exercise price therefor prior to the closing of the Sale Event Notice Transaction, and shall transfer Common Units Member Shares in the Sale Event Notice Transaction; provided further, however, that no Security Holder shall be entitled to participate in any rollover or re-investment arrangement in connection with such Drag-Along Transaction; providedSale Event. In addition to selling its Shares, that (v) each Member Security Holder shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees take all other necessary action to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of cause the Company in connection with to consummate the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transactionproposed Sale Event, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representationsincluding, warranties, covenants or indemnities to the extent necessary, voting all other Members are similarly obligated; and (z) any escrow or other holdback such Security Holder’s Shares in favor of proceeds shall be allocated on a pro rata basis among the applicable Memberssuch transaction.

Drag-Along Rights. (ai) Subject In the event that at any time Xxxxx (or an Affiliate (other than the Company and its Subsidiaries) thereof holding Interests) (A) proposes to Transfer Interests in the limitations and conditions set forth in this Section 3.7Company, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects other than any Transfer to consummatean Affiliate of Xxxxx, or (B) desires to cause effect an Exit Event, Xxxxx shall have the Company to consummate, a sale of all of right (the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along TransactionRight”), upon written notice to the other Members will consent not less than 30 days prior to the proposed closing, to require that each other Member join pro rata in such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation sale by selling a pro rata portion of such Drag-Along Transaction Member’s Interests on substantially the same (and no less favorable) terms proposed by (including with respect to representations, warranties and indemnification) as the Common Units Memberselling Xxxxx Members, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as relating specifically to any Member shall only be made by that Member and any indemnification provided by the Members (other Member; (x) any liability relating to than in respect of representations and warranties (and related indemnities) relating to any such Shareholder’s title to or other indemnification obligations regarding the business ownership of the Company Interests being sold by such Shareholder in connection with the Drag-Along Transaction Proposed Sale and such holder’s authority, power and right to enter into and consummate such transaction without violating any other agreement or legal requirement) shall be shared by based on the Members pro rata on a several but not joint basis in proportion to the proceeds relative purchase price being received by each Member in the Drag-Along Transactionproposed sale, and either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser; provided, further, however, that (i) in no event shall any Member respect of consideration received by the Management Members, if a majority (based on ownership of participating Interests) of participating Management Members consent, (ii) in respect of consideration received by the Parthenon Members, with a Parthenon Members’ consent, or (iii) in respect of consideration received by the Investor Members (other than the Common Units Parthenon Members), if a majority (based on ownership of participating Interests) of the Investor Members (other than the Parthenon Members) consent, the form of consideration to be received by Xxxxx or any Kelso Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess the proposed sale may be different from that received by the Management Members and/or the Investor Members so long as the value of the proceeds consideration to be received by Xxxxx or any Kelso Member is the same or less than what they would have received had they received the same form of consideration as the Management Members and/or Investor Members (as reasonably determined by the Board in good faith). For purposes of this Section 13.10, for each Member, “joining Xxxxx in such Member sale” shall include voting its Interests consistently with Xxxxx, transferring its Interests to a corporation organized in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representationsanticipation of such sale in exchange for capital stock of such corporation, warranties, covenants or indemnities to the extent all executing and delivering agreements and documents which are being executed and delivered by Xxxxx and providing such other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Memberscooperation as Xxxxx may reasonably request.

Drag-Along Rights. (a) Subject to the limitations provisions of the Articles (including, without limitation, Article 81 of the Articles) and prior to the closing of a Qualified IPO, if (i) any Preferred Shareholders (the “Selling Member”) receives a bona fide offer from and agrees to the terms for the sale of all of its shares with a third party buyer which is not an Affiliate of the Selling Member (the “Buyer”) (the “Drag-Along Sale”), and (ii) holders representing not less than eighty-five percent (85%) of the then outstanding Existing Preferred Shares (voting together as a separate class) and holders representing not less than seventy-five percent (75%) of the then outstanding Series C Shares and the holders of at least fifty percent (50%) of the then outstanding Ordinary Shares, vote in favor of, or consent in writing to, or otherwise agree in writing to sell or transfer all of their Shares in the Drag-Along Sale, then the Selling Member may require all other Members to participate in the proposed Drag-Along Sale in accordance with and subject to the conditions set forth in this Section 3.72.5. However, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects Series C Shareholder shall be exempted from being required to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests participate in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “proposed Drag-Along Transaction”)Sale and for the avoidance of doubt, the other Members will consent to Series C Shareholder shall not be a Dragged Member. Notwithstanding the foregoing, if such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with Series C Shareholder votes for the Drag-Along TransactionSale, except that in no event such Series C Shareholder (as the case may be) shall any be deemed to have forfeited rights not to be a Dragged Member be required to agree to any non-competition or non-solicitation covenant in connection with the for this particular Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersalong Sale only.

Drag-Along Rights. (a) Subject to In the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if event the Common Manager approves a Transfer by assignment of all of the Membership Units Member elects to consummate, or to cause of the Company to consummatea third Person, or by merger, consolidation and/or reorganization with such third Person (in lieu of a sale of all or substantially all of the assets or all of the equity interests Company), and in connection therewith it is determined by the Company by whatever means Manager that the Transfer is fair from a financial point of view to the Members (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering an “Approved Transfer of the Company (each, a “Drag-Along TransactionCompany”), the other Members will shall consent to such Drag-Along Transactionand raise no objections to the Approved Transfer of the Company and (i) if the Approved Transfer of the Company is structured as a sale of Membership Units, the Members shall agree to sell all of their Membership Units on the terms and conditions approved by the Manager, and will (ii) if the Approved Transfer of the Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters' rights of appraisal they may have under Oregon law. The Investor Members further acknowledge and agree that they do not have consent or approval rights over any sale of all or substantially all of the assets of the Company, including any Terminating Capital Transaction (and each Investor Members shall be deemed to have agreed not to exercise any dissenters' rights of appraisal they may have under Oregon law in relation thereto). Each Member shall use his/her/its best efforts to cooperate in the Approved Transfer of the Company and shall take or cause to be taken any and all other actions, reasonably necessary or and desirable to cause actions in connection with the consummation of such Drag-Along Transaction on the terms proposed Approved Transfer of the Company as are reasonably requested by the Common Units MemberManager, including entering into a including, but not limited to, the provision of reasonable and customary registration rights agreement in connection with a public offering of the Companyrepresentations and warranties; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence no Member shall constitute a Dragbe required to incur any out-Along Transaction unless it is made to a Third Party on an arm’sof-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member pocket expenses in connection with such Drag-Along TransactionApproved Transfer of the Company which are not reimbursed by the Company; and provided, further that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make any representations and warranties or provide indemnities as to in connection with any Approved Transfer other Member; (x) any liability relating to than representations and warranties as to (A) such Member's ownership of his/her/its Membership Unit(s) to be Transferred free and related indemnities) clear of all liens or other indemnification encumbrances and (B) such Member's power and authority to effect such Approved Transfer. The obligations regarding of each Member with respect to the business Approved Transfer of the Company are also subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount of consideration for the Membership Unit(s) as all other holders of the same class of Membership Unit but taking into consideration the manner in connection with which the Drag-Along Transaction Company distributes Net Cash From Sales or Refinancings and assets as set forth in Sections 4.2 and 4.4 (i.e., the amount each Member would receive if all of the assets of the Company were sold by the Company for an amount equal to such Approved Transfer of the Company and the amount such Member would receive if the resulting net proceeds were distributed to all of the Members), and (ii) the price per Membership Unit shall be shared by the Members pro rata on a several but not joint basis payable in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities cash or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersfreely tradable securities.

Drag-Along Rights. (a) Subject If at any time the Managing Member and/or its Affiliates desire to Transfer (other than a pledge, encumbrance, hypothecation or mortgage) in one or more transactions all or any portion of its and/or their Membership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the limitations Managing Member (an “Applicable Sale”), the Managing Member can require each other Member and Assignee to sell the same ratable share of its Membership Interests as is being sold by the Managing Member and such Affiliates (based upon the total Membership Interests held by the Managing Member and its Affiliates at such time) on the same terms and conditions set forth (“Drag-Along Right”). The Managing Member may in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects its sole discretion elect to consummate, structure or to cause the Company to consummate, structure the Applicable Sale as a merger or consolidation or as a sale of all the Company’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Non-Managing Member or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Non-Managing Member may object to any subsequent liquidation or other distribution of the assets or all proceeds therefrom. Each Non-Managing Member and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the equity interests in exercise by the Company by whatever means (including merger, consolidation, equity purchase, sale Managing Member of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “its Drag-Along Transaction”)Right pursuant to this Section 7.4, the other Members will consent to such Drageach Non-Along Transaction, Managing Member and will Assignee shall take or cause to be taken all other actions, reasonably necessary or and desirable to cause actions approved by the Managing Member in connection with the consummation of such Drag-Along Transaction on the terms proposed by the Common Units MemberApplicable Sale, including entering into a the execution of such agreements and such instruments and other actions reasonably necessary to provide customary registration rights agreement in connection with a public offering of and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the Companytransaction; provided, however, that none (A) such Non-Managing Members and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Managing Member or its Affiliates, (B) such Non-Managing Members and Assignees shall not be obligated to bear any share of the transactions described in clauses out-of-pocket expenses, costs or fees (xincluding attorneys’ fees) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated incurred by the Common Units Member Company or its Affiliates in connection with such DragApplicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Company or all of its Members, (C) such Non-Along Transaction; providedManaging Members and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Company and the Non-Managing Members as sellers in respect of such Applicable Sale, that and (vD) each Member shall make any indemnities or other liabilities approved by the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Managing Member shall be liable for the breach limited, in respect of any covenants of any other each Non-Managing Member; (w) in no event shall any Member be required , to make representations and warranties or provide indemnities as to any other such Non-Managing Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess ’s share of the proceeds received by such Member in from the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersApplicable Sale.

Drag-Along Rights. (a) Subject to In the limitations event that the Board and conditions set forth in this Section 3.7the Members, Section 6.14 and with the approval required by Article V and Article XI4.3, (x) if approve a transaction or series of related transactions involving a party or a group of related parties that are unaf?liated with any Member or the Common Units Member elects to consummateCompany, or to cause the Company to consummate, that would constitute a sale of all or substantially all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along the "Transaction”"), each Unit Holder hereby agrees with respect to all Units that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power: i. In the event such Transaction requires the approval of Unit Holders or Members, (1) if the matter is to be brought to a Vote at a meeting of Unit Holders or Members, after receiving proper notice of any such meeting, to vote on the approval of a such Transactions to be present, in person or by proxy, as necessary, as a holder of Units, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (2) to vote (in person, by proxy or by action by written consent, as applicable) all Units in favor of such Transaction and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Transaction. ii. In the event that the Transaction is to be effected by the sale of Units without the need for approval of the Unit Holders or Members, each Unit Holder or Member agrees to sell all Units of the Company bene?cially held by such Unit Holder or Member (or in the event that the selling Unit holders or Members are selling fewer than all of their Units of the Company, Units in the same proportion as the selling Unit Holders or Members are selling) to the person to whom the selling Unit Holders or Members propose to sell their Units, for the same per-Unit consideration and on the same terms and conditions as the Selling Unit Holders or Members, after taking into account the provisions of Section 11.10(b), except that Unit Holders and Members will consent not be required to sell their Units unless the liability for indemni?cation, if any, of each Unit Holder or Member in such Drag-Along TransactionTransaction is several, not joint, and is pro rata in accordance with such Unit Holder's or Member's relative ownership of the Company, and will not exceed the consideration payable to such Unit Holder or Member, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by such Unit Holder or Member); iii. To refrain from exercising any dissenters' rights or rights of appraisal under applicable law at any time with respect to such Change of Control; iv. To execute and deliver all related documentation and take or cause such other action in support of the Transaction as shall reasonably be requested by the Company; and v. Not to be taken all other actionsdeposit, reasonably necessary or desirable and to cause their af?liates not to deposit, any voting securities owned by such party or affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the consummation voting of such Drag-Along Transaction on the terms proposed Units, unless speci?cally requested to do so by the Common Units Member, including entering into a customary registration rights agreement acquirer in connection with a public offering Transaction. (b) A sale pursuant to this Article 11.9 shall be deemed to be for the same terms and conditions regarding consideration if the proceeds of such sale are allocated in the Company; provided, however, manner that none would result if such consideration were distributed to the Members as if the Company were hypothetically liquidated and the consideration provided for in the sale was distributed to the selling Members as provided and required by the provisions of the transactions described in clauses (x) or (y) Article 12.2 of this sentence shall constitute a Drag-Along Transaction unless it is made Agreement according to a Third Party on an arm’s-length basis. The Members will execute any applicable mergerthe provisions in effect immediately prior to such sale as long as the nature of that consideration (e.g., asset purchasecash, security purchasepromissory notes, recapitalization or other agreement negotiated by the Common Units Member property) is received in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis proportionate amounts among the applicable Members.various Units. 11.10

Drag-Along Rights. (a) Subject If, prior to any Initial Public Offering, a Sponsor Shareholder (or group of Sponsor Shareholders) (the “60% Seller”) proposes to Transfer, in a bona fide arm’s-length transaction or series of related transactions, to a Person not affiliated with such Sponsor Shareholder (or group of Sponsor Shareholders), at least 60% of the voting power with respect to the limitations and conditions set forth in this Section 3.7election of directors of then-outstanding Common Shares, Section 6.14 and Article V and Article XIincluding pursuant to a sale, (x) if the Common Units Member elects to consummatemerger, or to cause the Company to consummatebusiness combination, a sale of all of the assets or all of the equity interests in the Company by whatever means (including mergerrecapitalization, consolidation, equity purchasereorganization, sale of assets restructuring or otherwise) following similar transaction, the Effective Date or 60% Seller shall have the option (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along TransactionRight”), exercisable upon ten (10) business days’ prior written notice to the other Members will consent Management Shareholders, to require the Management Shareholders to sell a number of their Common Shares equal to (1) the total number of Common Shares, owned by such Management Shareholder, multiplied by (2) a fraction (i) the numerator of which is the number of Common Shares the 60% Seller proposes to Transfer to the Proposed Transferee and (ii) the denominator of which is the total number of Common Shares held by the 60% Seller; provided that the sale price of any Class B Share that is required to be sold according to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause Right shall equal the Fair Market Value of each such Class B Share on the date of the anticipated consummation of such Drag-Along Transaction on the terms proposed sale contemplated in this Section 5 as determined by the Common Units MemberBoard prior to such sale. For the avoidance of doubt, including entering into a customary registration rights agreement nothing in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) this Section 5 shall cause any unvested Restricted Shares or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made unvested options to a Third Party on an arm’s-length basis. The Members will execute acquire Restricted Shares to become vested or exercisable and any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated requirement by the 60% Seller for a Management Shareholder to sell a number of their Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member Shares shall make the same representations and warranties, covenants and indemnities as the apply only to fully vested Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersShares.

Drag-Along Rights. (a) Subject If, following the date of this Agreement, (i) any person or entity other than a New Investor or any affiliate of a New Investor offers a Company Sale; (ii) the Requisite Holders have voted or agreed to vote in favor of such a Company Sale; (iii) the Company shall have received a fairness opinion from an internationally recognized investment bank with respect to the limitations fairness of the consideration to be paid in such Company Sale and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (xiv) if the Common Units Member elects to consummate, or to cause the Company provides written notice of such proposed Company Sale and a copy of the fairness opinion to consummateeach Stockholder, a sale of then each Stockholder and their affiliates shall be obligated to (a) vote all of their Shares in favor of such transaction, to the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to extent any such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause vote is required for the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Membertransaction, including entering into a customary registration rights agreement (b) sell, transfer or exchange all of their capital stock in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with such transaction on the Drag-Along Transaction shall be shared same terms as those consented to by the Members pro rata on a several but not joint basis in proportion consenting holders, (c) waive any appraisal or dissenters’ rights, and (d) execute and deliver such instruments related to the proceeds received conveyance and transfer and take such other action, including executing any voting agreement, purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents (including providing representations and warranties and proportional indemnities), as may be reasonably required by each Member the Requisite Holders in order to carry out the Drag-Along Transactionterms and provision of this Section 7.1. If a Stockholder fails to or refuses to vote or sell such Stockholder’s Voting Shares as required by, or votes such Stockholder’s Voting Shares in contravention of this Section 7.1, then such Stockholder hereby grants to the Requisite Holders an irrevocable proxy, coupled with an interest, to vote such Voting Shares in accordance with this Section 7.1, and hereby appoints the individual then serving as the Secretary of the Company or such other person as designated by the Requisite Holders from time to time, with full power of substitution, such Stockholder’s attorney in no fact, to sell such Voting Shares in accordance with the terms of this Section 7.1. At the closing of such transaction, each of the Stockholders shall deliver, against receipt of the consideration payable in such transaction, certificates representing the capital stock of the Company which such Stockholder holds of record or beneficially, with all endorsements necessary for transfer. In the event shall that any Member Stockholder fails or refuses to comply with the provisions of this Section 7.1, the Company, the other than Stockholders and the Common Units Member be responsible for any liabilities or indemnities purchaser(s) in connection such transaction, at their option, may elect to proceed with such Drag-Along Transaction transaction notwithstanding such failure or refusal and, in excess such event and upon tender of the proceeds received by specified consideration to any such Member in Stockholder, the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities rights of any such Stockholder with respect to the extent all other Members are similarly obligated; and (z) any escrow or other holdback Voting Shares of proceeds such Stockholder shall be allocated on a pro rata basis among the applicable Memberscease.

Drag-Along Rights. If Endo LLC shall propose to Transfer at ----------------- least 60% of all shares of Common Stock then owned by Endo LLC to a Third Party, then (a) Subject in addition to the limitations and conditions set forth rights of the Employee Stockholders to participate in such Transfer pursuant to Section 5.6(a) hereof) Endo LLC may, at its option, require the Employee Stockholders (collectively, the "Remaining Holders") to include in such Transfer to the Third Party such number of shares of Common Stock then owned by such Remaining Holder, as determined in accordance with this Section 3.7, Section 6.14 and Article V and Article XI, 5.6. Endo LLC shall send written notice (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “"Drag-Along Transaction”)Notice") of the ----------------- exercise of their rights pursuant to this Section 5.6(b) to each of the Remaining Holders, setting forth the consideration per share to be paid by the Third Party and the other Members will consent to material terms and conditions of such transaction. The Drag-Along Transaction, and will take or cause Notice shall state that the Remaining Holders shall be required to be taken all other actions, reasonably necessary or desirable participate in the proposed Transfer of shares of Common Stock to cause the consummation of such Drag-Along Transaction on Third Party according to the terms proposed and conditions of this Section 5.6(b) and for the same type of consideration and for an amount of consideration per share not less than that offered to Endo LLC by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering Third Party. Within 15 days following the receipt of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along TransactionNotice, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business each of the Company in connection with the Drag-Along Transaction Remaining Holders shall be shared by the Members pro rata on deliver to a several but not joint basis in proportion to the proceeds received by each Member representative of Endo LLC designated in the Drag-Along TransactionNotice certificates representing all shares of Common Stock held by such Remaining Holder, and in no event shall any Member duly endorsed, together with all other than the Common Units Member documents required to be responsible for any liabilities or indemnities executed in connection with such Drag-Along Transaction in excess transaction. In the event that any Remaining Holder should fail to deliver such certificates to Endo LLC, the Company shall cause the books and records of the proceeds received Company to show that such shares are bound by the provisions of this Section 5.6(b) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (x) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Common Stock then owned by such Member Remaining Holder, and the denominator of which shall be the total number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the Remaining Holders. The maximum number of shares of Common Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 5.6(b) shall be the total number of shares of Common Stock then owned by such Remaining Holder. If, within 120 days after Endo LLC gave the Drag-Along Transaction; Notice, it shall not have completed the Transfer of all the shares of Common Stock of the Remaining Holders in accordance with this Section 5.6(b), Endo LLC shall return to each of the Remaining Holders all certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 5.6(b). Promptly (ybut in no event later than 5 days) each Class A Member shall only be obligated after the consummation of the Transfer of Common Stock of Endo LLC and Remaining Holders pursuant to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Members.this

Drag-Along Rights. (a) Subject to the limitations and conditions set forth in this Section 3.7If, Section 6.14 and Article V and Article XIat any time, (xi) if the Board, (ii) the Majority-in-Interest of the Common Unit Holders and (iii) the holders of a majority in voting power of the outstanding Common Units (including the Common Units Member elects to consummateissued or issuable upon conversion of Preferred Units) (the Members described in clauses (ii) and (iii), or to cause the “Selling Investors”), approve in writing a Sale of the Company to consummatean Independent Third Party, a sale the Board shall notify the Members and Economic Owners in writing of all such proposed Sale of the assets or all of Company. Upon request by the equity interests in Selling Investors, each Member and Economic Owner and the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transactionand raise no objections to the proposed Sale of the Company, and will take or cause to be taken all other actions, actions reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering Sale of the Company; provided, however, that none and if such Sale of the transactions described in clauses Company is structured as (xi) a merger or (y) consolidation of this sentence shall constitute the Company or a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute Company Asset Sale, each Member shall, and hereby does, waive any applicable mergerdissenter’s rights, asset purchase, security purchase, recapitalization appraisal rights or other agreement negotiated by the Common Units Member similar rights in connection with such Drag-Along Transaction; providedmerger, that consolidation or sale, or (vii) a sale of Units, each Member shall make the same representations shall, and warrantieshereby does, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant sell their Units on the terms and conditions of the Sale of the Company. All Members shall bear their pro rata share (based upon proceeds received in connection with respect of their Units) of the Drag-Along Transaction or transaction costs in the Sale of the Company to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against extent such representation or warranty; (v) no Member shall be liable costs are incurred for the breach benefit of any covenants all Members and are not otherwise paid by the Company or the acquiring party. Costs incurred by Members on their own behalf shall not be considered costs of any other Member; (wthe transaction. The obligations of the Members and Economic Owners pursuant to this Section 8.4(a) in no event shall any Member be required with respect to make representations and warranties or provide indemnities as a Sale of the Company are subject to any other Member; the following conditions: (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business consideration payable upon consummation of such Sale of the Company in connection with to all of the Drag-Along Transaction Members and Economic Owners shall be shared by allocated among the Members pro rata on a several but not joint basis and Economic Owners as set forth in proportion to the proceeds received by each Member in the Drag-Along TransactionSection 4.7, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member upon the consummation of the Sale of the Company, all of the Members and Economic Owners shall only be obligated to provide representations, warranties, covenants receive the same form of consideration per Unit of the same class or indemnities to the extent all other Members are similarly obligated; equity interest and (z) any escrow or other holdback with respect to the Blockers, such Sale of proceeds the Company shall be allocated on a pro rata basis among the applicable Memberssatisfy Section 8.4(d).

Drag-Along Rights. If the holders of a majority of the outstanding shares of Series AA Preferred Stock and Common Stock (aincluding the Converted Common), each voting as a separate class, approve (i) Subject to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that would result in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company or in which the stockholders of the Company immediately prior to consummatesuch transaction would own, as a result of such transaction, less than a majority of the voting securities, in the same relative proportions, of the successor or surviving corporation immediately thereafter or a sale of all of the assets or substantially all of the equity interests in the Company Company’s assets, whether by whatever means (including of a merger, consolidation, equity purchase, sale of stock or assets or otherwiseotherwise (a “Sale of the Company”) following the Effective Date or (yii) a proposed round of equity financing by the Company (the “Equity Financing”), then all Common Holders shall consent to and vote their shares of Common Stock in favor of the Equity Financing or the Sale of the Company, and if the Common Units Member elects to cause a public offering Sale of the Company is structured as (eacha) a merger or consolidation of the Company, or a “Drag-Along Transaction”)sale of all or substantially all of the Company’s assets, each Common Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (b) a sale of the stock of the Company, the other Members will consent Common Holders shall agree to sell their shares of Common Stock on the terms and conditions approved by the holders of a majority of the outstanding shares of Preferred Stock and Common Stock, each voting as a separate class. Each Common Holder hereby irrevocably constitutes and appoints the Company and any representative or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Drag-Along TransactionCommon Holder and in the name of such Common Holder or in its own name, for the purpose of carrying out the terms of this Section 5, to take any and will take all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 5. Such Common Holder hereby ratifies all that said attorneys shall lawfully do or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed done by the Common Units Member, including entering into a customary registration virtue hereof. The rights agreement in connection with a public offering of under this Section 5 shall expire upon the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Members’s Initial Public Offering.

Drag-Along Rights. In the event of any proposed Transfer of shares of Common Stock by any of the Existing Shareholders in any transaction, or a series of related transactions, involving shares of Common Stock aggregating at least 51% of the Fully Diluted Number of shares Common Stock to any other Person (a) Subject such other Person being hereinafter referred to as the "Proposed Purchaser"), pursuant to an arms-length negotiation and other than pursuant to an Exempt Transfer, the Existing Shareholders shall have the right to require each holder of Warrants and Warrant Shares to transfer to the limitations Proposed Purchaser a number of Warrant Shares (and/or Warrants exercisable for a number of Warrant Shares) owned by such holder equal to (1) the total number of shares (including the number of shares of Common Stock issuable upon the exercise of Warrants) owned by such holder, multiplied by (2) a fraction, the numerator of which is the number of shares to be sold by the Existing Shareholders to the Proposed Purchaser and the denominator of which is the total number of shares then owned by the Existing Shareholders. Any Warrants or Warrant Shares purchased from holders of Warrants pursuant to such provision shall be paid for at the same price per security and upon the same terms and conditions set forth of such proposed transfer by such Existing Shareholders; provided, that the price to be paid by the Proposed Purchaser shall equal the price proposed to be paid per Warrant Share for which such Warrant is exercisable less the exercise price of such Warrant. The Company or the Existing Shareholder proposing to engage in this Section 3.7such Transfer shall notify, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actionsnotified, reasonably necessary or desirable each holder of Warrants in writing of each such proposed transfer at least 15 days prior to cause the consummation date thereof. Such notice shall set forth (1) the name of the Proposed Purchaser and the number of shares of Common Stock proposed to be transferred, (2) the name and address of the Proposed Purchaser, (3) the proposed amount of consideration and terms and conditions of payment offered by such Proposed Purchaser (if the proposed consideration is not cash, the notice shall describe the terms of the proposed consideration) and (4) that the Proposed Purchaser has been informed of the "Drag-Along Transaction Right" and has agreed to purchase the Warrants or Warrant Shares in accordance with the terms of the Agreement or that the selling Existing Shareholders will make such purchase. In the event that the Proposed Purchaser does not purchase Warrants or Warrant Shares from holders of Warrants on the same terms proposed by and conditions as purchased from the Common Units MemberExisting Shareholders, including entering into a customary registration rights agreement in connection with a public offering of then the Company; provided, however, that none of Existing Shareholders making such Transfer shall purchase such Warrants and Warrant Shares if the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersTransfer occurs.

Drag-Along Rights. If the Xxxx Members propose to sell all of their Units and Preferred Units and/or stock and/or units in RPH (aor any successive equity interests in successors of RPH) Subject to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of and/or all of the assets Company’s units and/or stock in Consolidated Container Company LLC (or its successor) and the Suiza Member has not exercised its right to buy or to sell the maximum amount permitted pursuant to Section 11.5 (to the extent the Suiza Member has rights under Section 11.5 in respect of such sale) within the time periods required, then the Xxxx Members shall have the right (but not the obligation) to require the Suiza Member and all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to participate in such Drag-Along Transactionsale, including as the case may be, by requiring the Suiza Member and will take or cause all other Members to sell their Units and Preferred Units to the proposed purchaser, on the same terms as have been offered by such purchaser to the Xxxx Members. The election by the Xxxx Members to require the Suiza Member and all other Members to participate in such sale shall be exercisable by the Xxxx Members (to the extent the Suiza Member has rights under Section 11.5 in respect of such sale) within thirty days after the date on which the Suiza Member notifies the Xxxx Members of its election not to purchase the Units and/or Preferred Units and/or stock and/or units proposed to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed sold by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along TransactionXxxx Members, and in no the event shall any Member other than that the Common Units Member Xxxx Members do not elect to do so within such thirty days, the Xxxx Members will be responsible for any liabilities or indemnities in connection with deemed conclusively to have waived such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to right. To the extent the Suiza Member does not have rights under Section 11.5 in respect of such sale, the Xxxx Members may exercise their election to require the Suiza Member and all other Members are similarly obligated; to participate in such sale at any time. Notwithstanding anything to the contrary elsewhere herein, Sections 7.2 and (z) any escrow or other holdback 7.3 shall not apply to prevent the Xxxx Members from exercising their rights under this Section 11.6. For purposes of proceeds this Section 11.6 and with respect to the Xxxx Members’ drag along rights as set forth herein, “Suiza Members” shall be allocated on a pro rata basis among the applicable Membersdeemed to include any employee optionee who exercises options to acquire Units pursuant to Company option plans.

Drag-Along Rights. If Endo LLC shall propose to Transfer at least 60% of all shares of Common Stock then owned by Endo LLC to a Third Party, then (a) Subject in addition to the limitations rights of the Employee Stockholders to participate in such Transfer pursuant to Sections 5.6(a) and conditions set forth 5.6(b) hereof) Endo LLC may, at its option, require the Employee Stockholders (collectively, the “Remaining Holders”) to include in such Transfer to the Third Party such number of shares of Common Stock then owned by such Remaining Holder, as determined in accordance with this Section 3.7, Section 6.14 and Article V and Article XI, 5.6(c). Endo LLC shall send written notice (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along TransactionNotice”)) of the exercise of their rights pursuant to this Section 5.6(c) to each of the Remaining Holders, setting forth the consideration per share to be paid by the Third Party and the other Members will consent to material terms and conditions of such transaction. The Drag-Along Transaction, and will take or cause Notice shall state that the Remaining Holders shall be required to be taken all other actions, reasonably necessary or desirable participate in the proposed Transfer of shares of Common Stock to cause the consummation of such Drag-Along Transaction on Third Party according to the terms proposed and conditions of this Section 5.6(c) and for the same type of consideration and for an amount of consideration per share not less than that offered to Endo LLC by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering Third Party. Within 15 days following the receipt of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along TransactionNotice, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business each of the Company in connection with the Drag-Along Transaction Remaining Holders shall be shared by the Members pro rata on deliver to a several but not joint basis in proportion to the proceeds received by each Member representative of Endo LLC designated in the Drag-Along TransactionNotice certificates representing all shares of Common Stock held by such Remaining Holder, and in no event shall any Member duly endorsed, together with all other than the Common Units Member documents required to be responsible for any liabilities or indemnities executed in connection with such Drag-Along Transaction in excess transaction. In the event that any Remaining Holder should fail to deliver such certificates to Endo LLC, the Company shall cause the books and records of the proceeds received Company to show that such shares are bound by the provisions of this Section 5.6(c) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (x) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Common Stock then owned by such Member Remaining Holder, and the denominator of which shall be the total number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the Remaining Holders. The maximum number of shares of Common Stock that may be transferred by each Remaining Holder to the Third Party in accordance with this Section 5.6(c) shall be the total number of shares of Common Stock then owned by such Remaining Holder. If, within 120 days after Endo LLC gave the Drag-Along Transaction; Notice, it shall not have completed the Transfer of all the shares of Common Stock of the Remaining Holders in accordance with this Section 5.6(c), Endo LLC shall return to each of the Remaining Holders all certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 5.6(c). Promptly (ybut in no event later than 5 days) each Class A Member after the consummation of the Transfer of Common Stock of Endo LLC and Remaining Holders pursuant to this Section 5.6(c), Endo LLC shall only be obligated to provide representations, warranties, covenants or indemnities give notice thereof to the extent all Remaining Holders, shall remit to each of the Remaining Holders the total consideration in respect of the shares of Common Stock of such Remaining Holder which were so transferred, and shall furnish such other Members are similarly obligated; evidence of the completion and (z) any escrow or other holdback time of proceeds shall completion of such Transfer and the terms thereof as may be allocated on a pro rata basis among the applicable Membersreasonably requested by such Remaining Holders.

Drag-Along Rights. If (ai) Subject to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, holders of a sale of all majority of the assets or all voting power of the equity interests then outstanding Ordinary Shares and (ii) the Majority Investors (the “Drag Holders”) approve in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause writing a public offering proposed Deemed Liquidation Event which implies a valuation of the Company (eachof no less than US$650 million, a “Drag-Along Transaction”), then the Company shall promptly notify each other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation Shareholder in writing of such Drag-Along Transaction approval and the material terms and conditions of such proposed Deemed Liquidation Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, (i) vote all of such Shareholder’s voting Equity Securities of the Company in favor of the Deemed Liquidation Event; (ii) otherwise consent in writing to the Deemed Liquidation Event; and (iii) sell or transfer all of its Equity Securities or the same percentage of its Equity Securities of the Company as the Drag Holders sell on the same terms proposed and conditions as were agreed to by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the CompanyDrag Holders; provided, however, that none such terms and conditions, including with respect to price paid or received per Equity Security of the transactions described Company, may differ as between different classes of Equity Securities of the Company in clauses (x) or (y) accordance with their relative liquidation preferences as set forth in the Restated Memorandum and Articles. Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated Section 3 as reasonably requested by the Common Units Member Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Drag-Along Transaction; providedDeemed Liquidation Event. Without limiting the foregoing sentence, that no Shareholder who is not an employee, officer, the Founder or Controlling Shareholder of a Group Company shall be required to make any representations or warranties other than with respect to itself (v) each Member shall make the same including without limitation due authorization, title to shares, enforceability of applicable agreements, and similar representations and warranties), covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall not be liable for the breach of any covenants of representation, warranty or covenant made by any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities Person in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; Deemed Liquidation Event (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities except to the extent all other Members are similarly obligated; that (A) a Shareholder may be liable, pro rata based on its share ownership and total amount of consideration in respect thereof in such Deemed Liquidation Event in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Deemed Liquidation Event, to cover breach of representations and warranties of the Company and (zB) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any escrow or other holdback Shareholder of proceeds shall be allocated on a pro rata basis among any of identical representations, warranties and covenants provided by all Shareholders with respect to the applicable Members.Company)

Drag-Along Rights. (a) Subject In the event there is Majority Approval of a Transfer of all of the Member Units and Interests of the Company or all or substantially all of its assets, and in connection therewith it is determined by Majority Approval that the Transfer is fair from a financial point of view to the limitations Members (an “Approved Transfer of the Company”), the Members shall consent to and conditions set forth in this Section 3.7, Section 6.14 raise no objections to the Approved Transfer of the Company and Article V and Article XI, (xi) if the Common Units Member elects to consummate, or to cause Approved Transfer of the Company is structured as a sale of Member Units and Interests, the Members shall agree to consummatesell all of their Member Units and Interests on the terms and conditions approved by the Managing Member, (ii) if the Approved Transfer of the Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters’ rights of appraisal they may have under Delaware law, and (iii) if the Approved Transfer of the Company is structured as a sale of all or substantially all of the assets or all of the equity interests Company, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters’ rights of appraisal they may have under Delaware law. Each Member shall use its best efforts to cooperate in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering Approved Transfer of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will shall take or cause to be taken any and all other actions, reasonably necessary or and desirable to cause actions in connection with the consummation of such Drag-Along Transaction on the terms proposed Approved Transfer of the Company as are reasonably requested by the Common Units Managing Member, including entering into a including, but not limited to, the provision of reasonable and customary registration rights agreement in connection with a public offering of the Companyrepresentations and warranties; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence no Member shall constitute a Dragbe required to incur any out-Along Transaction unless it is made to a Third Party on an arm’sof-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member pocket expenses in connection with such Drag-Along TransactionApproved Transfer of the Company which are not reimbursed by the Company; and provided, further that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make any representations and warranties or provide indemnities as to in connection with any Approved Transfer other Member; (x) any liability relating to than representations and warranties as to (A) such Member’s ownership of its Member Units and related indemnities) Interests to be Transferred free and clear of all liens or other indemnification encumbrances and (B) such Member’s power and authority to effect such Approved Transfer. The obligations regarding of each Member with respect to the business Approved Transfer of the Company in connection with are also subject to the Drag-Along Transaction satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount of consideration for the Member Units and Interests as all other holders of the same class of Member Units and Interests, and (ii) the price per Member Unit and Interest shall be shared by the Members pro rata on a several but not joint basis payable in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities cash or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersfreely tradable securities.

Drag-Along Rights. (ai) Subject to the limitations provisions of Section 13.12 ("Right of First Offer"), in the event that at any time any Kelso Member (A) proposes to Transfer Interests or Special Membership Interests in the Company, other than any Transfer to an Affiliate of Xxxxx, and conditions set forth in this Section 3.7such Interests or Special Membership Interests would represent, Section 6.14 together with all Interests and Article V and Article XISpecial Membership Interests previously Transferred by the Xxxxx Members, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all more than 75% of the assets or all of aggregate Interests and Special Membership Interests, taken together, held by the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date Kelso Members or (yB) if desires to effect an Exit Event, the Common Units Member elects to cause a public offering of Xxxxx Members shall have the Company right (each, a “the "Drag-Along Transaction”Right"), upon written notice to the other Members will consent Members, to require that each other Member join pro rata in such Drag-Along Transactionsale on substantially the same terms (including with respect to representations, warranties and will take or cause to be taken all other actionsindemnification) as the selling Xxxxx Members, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as relating specifically to any other Member; (x) Member shall only be made by that Member and any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared provided by the Members pro rata shall be based on a several but not joint basis in proportion to the proceeds relative purchase price being received by each Member in the Drag-Along Transactionproposed sale, and in no event shall either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser; provided, further, however, that the form or forms of consideration to be received by Xxxxx or any Xxxxx Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess the proposed sale may be different from that received by the other Members so long as the value of the proceeds consideration to be received by such Xxxxx or any Kelso Member is the same or less (with respect to each of the Interests and Special Membership Interests being sold) than what they would have received had they received the same form or forms of consideration as the other Members (as reasonably determined by the Board in good faith). Notwithstanding the foregoing, the Kelso Members shall not be permitted to exercise the Drag-Along Transaction; Right for a period of 18 months following the date hereof (the "Xxxxx Restriction Period") unless (x) the Company or any of its Subsidiaries is in default under any Financing Document or (y) for any fiscal quarter, in the good faith reasonable judgment of the Board, the Company and its Subsidiaries have failed to meet or exceed 75% of targeted EBITDA (as set forth in most recently business plan approved by the Board) for such period as set forth in the most recent business plan approved by the Board for such period. For purposes of this Section 13.10, for each Class A Member Member, "joining the Xxxxx Members in such sale" shall only be obligated include voting its Interests consistently with the Xxxxx Members, transferring its Interests or Special Membership Interests to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow a corporation organized in anticipation of such sale in exchange for capital stock or other holdback securities of proceeds shall be allocated on a pro rata basis among such corporation, executing and delivering agreements and documents which are being executed and delivered by the applicable MembersXxxxx Members and providing such other cooperation as the Xxxxx Members may reasonably request.

Drag-Along Rights. (a) Subject If the Class A Member desires to Transfer all of its Company Interest to a third party purchaser and has complied in all respects with its obligations under the provisions of this Section 7.4, then, in such event, the Class A Member may elect to cause the Class B Members to include in such sale to the limitations third party purchaser all of the Class B Members’ Company Interests (the “Class B Drag Along Portion”). The sale of the Class B Drag Along Portion shall be at the same price and in the same consideration and on the same terms and conditions as set forth in the Transferee Terms (including the date for the closing of such sale) and in any case on terms no less favorable to Class B Members than to the Class A Member. Any election pursuant to this Section 3.7, Section 6.14 and Article V and Article XI, (x7.4(c)(ii) if to include the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests Class B Drag Along Portion in the Company by whatever means sale (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Drag Along TransactionNotice”), ) shall be set forth in the other Members will consent to such Drag-Transferee Terms or the Tag Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed Sale Notice given by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Class A Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in Transfer. In connection with any such Drag Along Notice, the Drag-Along Transaction, except that Class B Members will execute and deliver all related documentation and take such other action in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business support of the Company in connection with the Drag-Along Transaction Transfer as shall reasonably be shared requested by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Class A Member in order to carry out the Drag-Along Transactionterms and provision of this Section 7.4(c)(ii), including, without limitation, executing and delivering instruments of conveyance and transfer, and in no any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents. In the event shall any Member other than that the Common Units Member be responsible for any liabilities or indemnities Class A Members, in connection with such Drag-Along Transaction Transfer, appoint a representative for the Members (the “Representative”) with respect to matters affecting the Members under the applicable definitive transaction agreements following consummation of such Transfer, the Class B Members agree (x) to consent to (i) the appointment of such Representative, (ii) the establishment of any applicable escrow, expense or similar fund in excess connection with any indemnification or similar obligations, and (iii) the payment of such Representative’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Representative in connection with such Representative's services and duties in connection with such Transfer and its related service as the representative of the proceeds received by such Member in the Drag-Along Transaction; Member, and (y) each Class A not to assert any claim or commence any suit against the Representative or any other Member shall only with respect to any action or inaction taken or failed to be obligated to provide representationstaken by the Representative in connection with its service as the Representative, warrantiesabsent fraud, covenants willful misconduct or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersgross negligence.

Drag-Along Rights. (ai) Subject to In the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, event that (x) if prior to the third anniversary of the Closing, Members holding Common Units Member elects to consummate, or to cause the Company to consummate, representing a sale Percentage Interest of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date at least 60% or (y) if following the third anniversary of the Closing, Members holding Common Units representing a Percentage Interest of at least 50% (in their capacity as such under clause (x) or (y), as applicable, under this 12.6(b), the “Dragging Members”) propose to Transfer Interests, other than any Transfer to an Affiliate of any such Dragging Member, and such Interests would represent 100% of the Common Units Member elects to cause a public offering of then owned by such Dragging Members, such Dragging Members shall have the Company right (each, a the “Drag-Along TransactionRight”), upon written notice to the other Members will consent Members, to require that each other Member join in such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation sale by selling 100% of such Drag-Along Transaction on the terms proposed by the other Member’s Common Units Memberand Profits Interest Units on substantially the same terms as such Dragging Members. Such terms and conditions shall include, including entering into a customary registration rights agreement in connection with a public offering without limitation, (i) the sale consideration and (ii) the provision of the Companyinformation, representations, warranties, covenants and requisite indemnifications; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties relating specifically to any Member shall only be made by that Member and (and related indemnitiesy) or other any indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared provided by the Members pro rata on a several but not joint basis in proportion (other than with respect to the representations referenced in the foregoing subsection (x)) shall be based solely on the relative proceeds being received by each Member in the Drag-Along Transactionproposed sale, in all cases on a several, not joint, basis and in no event shall any Member other than apply solely with recourse to an escrow established for the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess benefit of the proceeds received by proposed purchaser (the Members’ contributions to such Member in the Drag-Along Transaction; (y) each Class A Member shall only escrow to be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; provided, further, however, that, the Management Members, the Outside Members and the Investor Members (other than the Dragging Members) shall receive the same amount and form (or a more liquid form) of consideration as the Dragging Members in connection with the proposed sale unless they otherwise agree. For purposes of this Section 12.6, for each Member “joining the Selling Member in such sale” or “joining the Dragging Members in such sale”, as the case may be, shall include voting its Interests consistently with the Selling Member or Dragging Members, as the case may be, agreeing to tender and tendering its Interests in connection with any tender or exchange offer, agreeing to waive any applicable appraisal or dissenters’ rights in connection with such transaction, executing and delivering agreements and documents which are being executed and delivered by the Selling Member or Dragging Members, as applicable, and providing such other cooperation as the Selling Member or Dragging Members, as applicable, may reasonably request. Any expenses incurred for the benefit of the Company or all Members in connection with a drag-along sale contemplated by this Section 12.6(b) that are not paid by the Company or the proposed purchaser shall be paid by the Members in accordance with their respective Percentage Interests.

Drag-Along Rights. If holders of more than 50% of the outstanding Class B Units held by Class B Members (athe “Selling Holders”) Subject propose to sell to a third party any Class B Units held by such Class B Members (including Class B Units transferred by such Class B Members to, and held by, their Permitted Transferees) (whether such sale is by way of purchase, merger, recapitalization or other form of transaction), then upon (i) the request of the Selling Holders and (ii) the consent of the Managing Member and a Majority in Interest of Class B Members, each other Class B Member, shall sell the same percentage, as applicable, of the Class B Units beneficially owned by such Class B Member to such third party buyer pursuant to the limitations same terms and conditions set forth in this Section 3.7negotiated by the Selling Holders for the sale of the Class B Units held by the Selling Holders. For example, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects Selling Holders propose to consummate, or to cause the Company to consummate, a sale of all sell 35% of the assets or all Class B Units held by each of them, any other Member shall, upon request of the equity interests in Selling Holders and the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering consent of the Company (eachManaging Member and the Majority in Interest of Class B Members, a “Drag-Along Transaction”), sell 35% of the Class B Units held by such other Class B Member. Each of the Class B Members will consent agrees to such Drag-Along Transactionsale and to execute such agreements, powers of attorney, voting proxies or other documents and will take or cause to instruments as may be taken all other actions, reasonably necessary or desirable to cause consummate such sale. Each of the Class B Members further agrees to timely take such other actions as the Managing Member may reasonably request as necessary in connection with the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a sale. Each Class B Member shall be required to make customary registration rights agreement representations and warranties in connection with a public offering of such transfer with respect to his, her or its own authority to transfer his, her or its title to the CompanyClass B Units transferred, together with such other representations and warranties with respect to the Company as are made by the Selling Holders in connection with such sale; provided, however, that none the liability of each Class B Member with respect to the representations and warranties concerning the Company shall be limited to his pro rata portion of the transactions described proceeds paid in clauses such sale. Each Class B Member shall pay his pro rata portion (x) or (ybased on the total value of the consideration received by such Class B Member compared to the aggregate consideration received by all Members in the transaction) of this sentence shall constitute a Dragthe reasonable out-Along Transaction unless it is made to a Third Party on an arm’sof-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member pocket expenses incurred in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees a sale consummated pursuant to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersthis Section 6.03.

Drag-Along Rights. (a) Subject Notwithstanding any other provision set forth this Agreement to the limitations and conditions set forth contrary, in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause event that a Majority-In-Interest of the Members requests in writing that the Company to consummate, effect (i) a sale of all of the assets or substantially all of the equity interests in Company’s assets, or (ii) the acquisition of the Company by whatever another entity by means (including of merger, consolidationconsolidation or other transaction or series of related transactions resulting in the exchange of the outstanding Units of the Company such that the Members of the Company prior to such transaction own, equity purchasedirectly or indirectly, less than fifty percent (50%) of the voting power of the surviving entity, or (iii) a sale of assets or otherwiseat least fifty-one percent (51%) following of the Effective Date outstanding Units owned by all Members and Unit Holders, or (yiv) if the Common Units Member elects to cause a public offering liquidation or dissolution of the Company (each, a each such transaction an “Drag-Along Exit Transaction”), the other Majority-In-Interest of the Members will consent to such Drag-Along Transaction, and will take or cause to shall be taken all other actions, reasonably necessary or desirable entitled to cause each Member and Unit Holder to (A) vote any and all Units having the right to vote held by it, or as to which it has voting power, in favor of the consummation of the Exit Transaction proposed by such DragMajority-Along In- Interest of the Members, at any meeting of Members of the Company at which such transactions are considered, or in any written consent of Members of the Company relating thereto, (B) if applicable, tender all Units of the Company held by it, or as to which it has power of disposition, which are the subject of such proposed Exit Transaction on in accordance with the terms of the proposed Exit Transaction, (C) if applicable, waive any dissenters’ rights, preemptive rights, or appraisal rights, as the case may be, and (D) take all other actions reasonably required in order to effectuate fully the Exit Transaction proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering such Majority-In-Interest of the Company; providedMembers. Notwithstanding any other provision set forth this Agreement to the contrary, however, in the event that none a Majority-In-Interest of the transactions described Members requests in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on writing that the Company effect an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Exit Transaction, except that in no event the Manager shall any Member be deemed to have approved such Exit Transaction and the consent of the Manager shall not be required to agree effectuate such transaction. Upon becoming a party to any non-competition or non-solicitation covenant this Agreement, a transferee of Units in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along an Exit Transaction shall be shared by automatically become a Substitute Member unless the Members pro rata on a several but not joint basis transferor directs in proportion writing to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Memberscontrary.

Drag-Along Rights. If the Members holding a majority of the outstanding Units (a“Majority Selling Group”) Subject elect to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, consummate a sale of all of the assets Units or all of the equity interests in the Company by whatever means to any independent third party (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects each such transaction referred to cause a public offering of the Company (each, as a “Drag-Along TransactionCompany Unit Sale”), the Majority Selling Group shall notify the other Members in writing of such Company Unit Sale. Upon request by the Majority Selling Group, the Members will consent to such Drag-Along Transactionand raise no objections to the proposed transaction, and will take or cause to be taken all other actions, actions reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction Company Unit Sale on the terms proposed by the Common Units MemberMajority Selling Group. The obligations of the Members pursuant to this Section 8.6 with respect to a Company Unit Sale are subject to the following conditions: (x) the consideration payable upon consummation of such Company Unit Sale to all of the Members shall be allocated among the Members according to their ownership of Units, including entering and (y) upon the consummation of the Company Unit Sale, all of the Members shall receive the same form of consideration per Unit, or if there are classes of Units, then each class shall receive the same form of consideration per Unit. Each Member agrees to be bound by agreements with respect to indemnification obligations, amounts paid into a customary registration rights agreement escrow, amounts subject to holdbacks or amounts subject to post-closing purchase price adjustments, and agreements to appoint representatives; provided, that any such indemnification, escrow, holdback and adjustment obligations undertaken by any Member (A) shall be proportional to the share of the purchase price paid in connection with a public offering such Company Unit Sale that is allocable to such Member and (B) shall not exceed the total amount of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated consideration received by the Common Units such Member in connection with such Drag-Along Transaction; provided, that Company Unit Sale (v) each Member shall make the same except with respect to representations and warrantieswarranties relating solely to, or covenants entered into solely by, such Member, including representations as to title to Units or any non-compete). To the extent that a Member does not take any actions when requested by the Manager pursuant to this Section 8.6, each such Member hereby constitutes and indemnities appoints the members of the Majority Selling Group as such Member’s true and lawful attorney-in-fact and authorizes the Common Units attorney-in-fact to execute on behalf of such Member agrees to make any and all documents and instruments which the attorney-in-fact deems necessary and appropriate in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection Company Unit Sale. The foregoing power of attorney is irrevocable and is coupled with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersan interest.

Drag-Along Rights. (a) Subject If a Class A Limited Partner desires to Transfer all of its Partnership Interest to a third party purchaser and has complied in all respects with its obligations under the provisions of this Section 7.4, then, in such event, the Class A Limited Partner may elect to cause the Class B Limited Partners to include in such sale to the limitations third party purchaser all of the Class B Limited Partners’ Partnership Interests (the “Class B Drag Along Portion”). The sale of the Class B Drag Along Portion shall be at the same price and in the same consideration and on the same terms and conditions as set forth in the Transferee Terms (including the date for the closing of such sale) and in any case on terms no less favorable to Class B Limited Partners than to the Class A Limited Partner. Any election pursuant to this Section 3.7, Section 6.14 and Article V and Article XI, (x7.4(c)(ii) if to include the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests Class B Drag Along Portion in the Company by whatever means sale (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Drag Along TransactionNotice”), ) shall be set forth in the other Members will consent to such Drag-Transferee Terms or the Tag Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed Sale Notice given by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member Class A Limited Partner in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in Transfer. In connection with any such Drag Along Notice, the Drag-Along Transaction, except that Class B Limited Partners will execute and deliver all related documentation and take such other action in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business support of the Company in connection with the Drag-Along Transaction Transfer as shall reasonably be shared requested by the Members pro rata on a several but not joint basis Class A Limited Partner in proportion order to carry out the proceeds received by each Member in the Drag-Along Transactionterms and provision of this Section 7.4(c)(ii), including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents in no a form substantially similar to those executed by the Class A Limited Partner. In the event shall any Member other than that the Common Units Member be responsible for any liabilities or indemnities Class A Limited Partners, in connection with such Drag-Along Transaction Transfer, appoint a representative for the Limited Partners (the “Representative”) with respect to matters affecting the Limited Partners under the applicable definitive transaction agreements following consummation of such Transfer, the Class B Limited Partners agree (x) to consent to (i) the appointment of such Representative, (ii) the establishment of any applicable escrow, expense or similar fund in excess connection with any indemnification or similar obligations, and (iii) the payment of such Representative’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Representative in connection with such Representative's services and duties in connection with such Transfer and its related service as the representative of the proceeds received by such Member in the Drag-Along Transaction; Limited Partner, and (y) each Class A Member shall only not to assert any claim or commence any suit against the Representative or any other Limited Partner with respect to any action or inaction taken or failed to be obligated to provide representationstaken by the Representative in connection with its service as the Representative, warrantiesabsent fraud, covenants willful misconduct or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersgross negligence.

Drag-Along Rights. (a) Subject If one or more Investors (a “Drag Seller”) desire to Transfer Company Securities in a single transaction or a series of related transactions that represent more than sixty-six and two-thirds percent (66 2/3%) of the limitations then outstanding shares of Common Stock and conditions set forth Preferred Stock, taken together, held by all Investors (a “Drag Sale”), such Drag Sellers shall have the right to require each other Investor (and each other Stockholder in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, case of a Transfer in a single transaction or to cause the Company to consummate, a sale series of related transactions of all then outstanding shares of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwiseCommon Stock and Preferred Stock) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “DragCo-Along TransactionSeller”) to Transfer a portion of its Company Securities that represents the same percentage of the Company Securities held by such Co-Seller as the shares being disposed of by the Drag Sellers represent of the Company Securities held by such Drag Sellers. For example, if the Drag Sellers are selling Company Securities that represent seventy percent (70%) of their then outstanding Company Securities (as if the Preferred Stock was converted into Common Stock on a one-for-one basis), the other Members will consent to such Drageach Co-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence Seller shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree sell Company Securities that represent seventy percent (70%) of its then outstanding Company Securities (as if the Preferred Stock was converted into Common Stock on a one-for-one basis). All Company Securities Transferred by Stockholders pursuant to any non-competition or non-solicitation covenant in connection this Section 4.04 shall be sold at the same price and otherwise treated identically with the DragCompany Securities being sold by the Drag Sellers in all respects; provided that (i) the Co-Along Transaction Sellers shall receive his, her or to make its pro rata portion of all other forms of consideration of any representation or warranty that would be inaccurate when made without sort other than the ability to provide disclosure against purchase price for such representation or warranty; Company Securities, (vii) no Member Co-Seller will become obligated or liable thereby (whether by agreement to indemnify the purchaser or otherwise) for an amount exceeding the amount of cash or other consideration received by that Co-Seller, (iii) no Co-Seller shall be liable for the breach of any covenants of any other Member; become subject thereby to a covenant not to compete or similar restrictive covenant without such Co-Seller’s consent, and (wiv) in no event Co-Seller shall any Member be required to make any representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member (other than the Common Units Member be responsible for any liabilities or indemnities in connection with respect to its ownership of such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersCompany Securities).

Drag-Along Rights. (a) Subject Within five (5) days after the receipt by the Company of a Drag-Along Notice, the Company shall forward such Drag-Along Notice to the limitations Members. Each Member shall, and conditions set forth shall cause each of its Affiliates to, cooperate in this Section 3.7connection with the Drag-Along Sale and take all steps reasonably necessary or reasonably requested by Holdco, Section 6.14 the Company, and Article V the Drag-Along Purchaser to cancel the Holdco B Shares in accordance with the Holdco Agreement and Article XI, (x) if otherwise consummate the Common Units Member elects to consummate, or to cause Drag-Along Sale on the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means Drag-Along Terms (including by waiving any appraisal or dissenter’s rights that may exist under any applicable law, voting for or consenting to any merger, consolidation, equity purchase, sale of assets or otherwise) following similar transaction, executing any purchase agreements, merger agreements, escrow agreements or related documents, including instruments of Transfer and providing customary several, but not joint, representations, warranties and indemnities concerning such Member’s valid ownership of its Class B Units, free and clear of all Liens and encumbrances (other than those arising under applicable securities laws or in connection with the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”)Sale) and such Member’s authority, the other Members will consent power, and right to enter into and consummate agreements relating to such Drag-Along Transaction, and will take transactions without violating any applicable law or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Companyagreement; provided, however, that none such agreements, documents or instruments shall not contain any non-competition or similar restrictive covenants. Without limiting the generality of the transactions described immediately preceding sentence, each Member shall, subject to the provisions of any definitive agreement (including any limitations on indemnification set forth therein) entered into in clauses (x) or (y) of this sentence shall constitute connection with a Drag-Along Transaction unless it is made to a Third Party on an arm’sSale, indemnify, defend and hold harmless the Drag-length basis. The Members will execute Along Purchaser in any applicable mergerDrag-Along Sale, asset purchase, security purchase, recapitalization or other agreement negotiated pro rata in accordance with the amount of consideration received by the Common Units such Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities Sale as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business a proportion of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds aggregate amount of consideration received by each Member in all Members together with all members of Holdco (excluding the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities Company) in connection with such Drag-Along Transaction Sale, from and against any losses, damages and liabilities arising from or in excess connection with (i) any breach of any representation, warranty, covenant or agreement of Holdco or the Company in connection with such Drag-Along Sale, and (ii) any other indemnification obligation in connection with such Drag-Along Sale relating to the business or potential liabilities of the proceeds Company or Holdco and its Subsidiaries; provided, that (A) such indemnification obligation shall be several and not joint, and (B) the aggregate maximum amount of such indemnification obligation shall not exceed the amount of consideration received by such Member with respect to its Class B Units in the connection with such Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersSale.

Drag-Along Rights. (a) Subject to the limitations and conditions set forth So long as this Agreement shall remain in this Section 3.7effect, Section 6.14 and Article V and Article XI, unless (x) if the a Public Offering of Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date Stock shall have occurred or (y) if the Vestar and its Affiliates, but not any other Permitted Transferee of any thereof, beneficially own on a fully diluted basis an aggregate number of shares of Common Units Member elects to cause a public offering Stock less than one-third (1/3) of the Company number of shares of Common Stock beneficially owned on a fully diluted basis by Vestar on the date of its execution and delivery of this Agreement, if any of Vestar and its Affiliates receives an offer from a Third Party to purchase (eachwhether pursuant to a sale of stock, a “Drag-Along Transaction”)merger or otherwise) all, but not less than all, outstanding shares of Common Stock or Junior Preferred Stock, as the case may be, subject to this Agreement (other Members than shares not being purchased in order to preserve the availability of recapitalization accounting treatment) and such offer is accepted by Vestar, then each Stockholder hereby agrees that it will consent Transfer all shares of Common Stock or Junior Preferred Stock, as the case may be, owned by it to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction Third Party on the terms proposed of the offer so accepted by the Common Units MemberVestar, including entering into a customary registration rights agreement making the same representations, warranties, covenants, indemnities and agreements that Vestar agrees to make (except that, in connection with a public offering the case of the Company; providedrepresentations and warranties pertaining specifically to Vestar, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or each other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member Stockholder shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make comparable representations and warranties pertaining specifically to itself, and except that, in the case of covenants or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) agreements capable of performance only by certain Stockholders, such covenants or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction agreements shall be shared made only by such certain Stockholders, and provided that all representations, warranties, covenants, agreements and indemnities made by the Members pro rata on a several Stockholders pertaining specifically to themselves shall be made by each of them severally and not jointly and provided further that each Stockholder shall be severally (but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible jointly) liable for any liabilities or indemnities in connection with such Drag-Along Transaction in excess breaches of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants and agreements of or indemnities (in the case of representations and warranties) pertaining to the extent all other Members are similarly obligated; Company and (z) its Subsidiaries, and for indemnification obligations arising out of or relating to any escrow such breach or other holdback of proceeds shall be allocated otherwise pertaining to the Company and its Subsidiaries, on a pro rata basis among basis, such liability of each such Stockholder not to exceed such Stockholder's pro rata portion of the applicable Membersgross proceeds of the sale).

Drag-Along Rights. (ai) Subject If one or more Sponsor Holders elect to Transfer to any Person or Persons that is not one of the Sponsor Holders or an Affiliate of either of the Sponsor Holders in a bona fide arms’-length transaction or a series of similar or related bona-fide arms’-length transactions at least the Requisite Amount of Subordinated Units (as defined below) held by the Sponsor Holders (a “Sale Event”), then, upon ten (10) Business Days written notice from the Sponsor Holders to each of the Investors holding Subordinated Units and to the limitations and conditions set forth in this Section 3.7Partnership, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, which notice shall include a sale description of all of the assets or all terms and conditions of the equity interests in proposed Transfer, including the Company by whatever means (including mergerproposed time and place of closing, consolidationthe consideration to be received, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering identity of the Company purchaser (eachand its controlling owners) and the amount of the Sponsor Holders’ Subordinated Units to be Transferred, a along with information that establishes that the Sponsor Holders’ Subordinated Units to be Transferred are equal to or greater than the Requisite Amount of Subordinated Units (the “Drag-Along TransactionSale Request”), each of the other Members will consent Investors holding Subordinated Units shall be obligated to such Drag-Along Transactionand shall (i) Transfer and deliver, and will take or cause to be taken Transferred and delivered, to such Person the same percentage of Subordinated Units as the percentage of Subordinated Units the Sponsor Holders are Transferring in the same transaction at the closing thereof (and will deliver certificates for all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on Units, if any and as applicable, at the closing, free and clear of all Encumbrances (other than Encumbrances set forth in the LP Agreement, the limited liability company agreement of the GP, as amended or restated from time to time, or under applicable securities laws), together with unit powers duly endorsed); and (ii) execute, deliver and agree to be bound by the terms proposed by of any agreement for the Common Transfer of such Subordinated Units Memberand any other agreement, including entering into a customary registration rights agreement instrument or certificates necessary to effectuate such Transfer, provided that, notwithstanding anything herein to the contrary, in connection with a public offering any Transfer pursuant to this Section 2(c)(i), the representations and warranties to be made by each such holder of Subordinated Units in such agreement shall be limited to matters that specifically relate to such holder such as due organization and authorization, no violation of laws, contracts or organizational documents, title and ownership and investor status, and each such holder of Subordinated Units shall have no obligation to make (i) representations and warranties as to the Company; provided, however, that none of the transactions described in clauses (x) Partnership or others or (yii) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant or any agreement limiting the business in connection with which the Drag-Along Transaction holder of Subordinated Units (or to make any representation or warranty its Affiliates) may engage, and provided, further, that would be inaccurate when made without the ability to provide disclosure against each such representation or warranty; (v) no Member shall be liable for the breach holder of any covenants of any other Member; (w) in no event shall any Member Subordinated Units may be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding indemnify the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata transferee on a several but not joint basis in proportion on terms no less favorable than the indemnification provided by the Sponsor Holders to the proceeds transferee (taking into account the relative ownership of Subordinated Units being Transferred in such transaction), which such indemnification liability for all matters shall not exceed the aggregate value of the consideration received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common such holder of Subordinated Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess Transfer. For purposes hereof, the “Requisite Amount of Subordinated Units” is (i) that number of Subordinated Units which, when combined with the Investors’ Subordinated Units being Transferred, is more than fifty percent (50%) of the proceeds received outstanding Subordinated Units, where (ii) not less than thirty percent (30%) of the outstanding Subordinated Units being Transferred are held by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; a single Sponsor Holder and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersits Affiliates.

Drag-Along Rights. If at any time the Controlling Members shall propose to sell or otherwise Transfer for value (aa "Proposed Transfer") Subject to one or more purchasers or Transferees (the "Proposed Transferees"), in a single transaction or related series of transactions, all of their Membership Interest, then the Controlling Members shall have the right to require the Minority Members to sell or otherwise Transfer, and the Minority Members hereby agree to sell or otherwise Transfer, all of their Membership Interest to the limitations Proposed Transferees at the same time as the Controlling Members close the Proposed Transfer. The sale or other Transfer by the Minority Members shall be on the same terms and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if as the Common Units Member elects to consummate, or to cause Proposed Transfer by the Company to consummate, a sale of all Controlling Members. Such right of the assets Controlling Members to require the Minority Members to sell or all of the equity interests in the Company by whatever means otherwise Transfer their Membership Interest shall be exercisable as follows: The Controlling Members shall deliver a notice (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “"Drag-Along Transaction”)Notice") to the Minority Members of their election to exercise that right and describing in reasonable detail the terms of the Proposed Transfer, any purchase or other agreement(s) pursuant to which the other Members will consent to such Drag-Along Transaction, and will take or cause Proposed Transfer is to be taken all effectuated and any other actions, documents or instruments which the Proposed Transferee reasonably necessary or desirable requests to cause the consummation of such Drag-Along Transaction on the terms proposed be executed and delivered by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of Minority Members to effectuate the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basisProposed Transfer. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization Any such purchase or other agreement negotiated by the Common Units Member in connection with and such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities other documents or instruments are referred to as the Common Units Member agrees to make "Proposed Transfer Agreements". The Minority Members shall promptly, but in connection with any event within seven (7) days after receipt of the Drag-Along Transaction, except that in no event shall any Member be required Notice and the Proposed Transfer Agreements deliver to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without Controlling Members two (2) executed copies of the ability to provide disclosure against such representation or warranty; (v) no Member Proposed Transfer Agreements. The Membership Interests shall be liable Transferred to the Proposed Transferee pursuant to the Proposed Transfer Agreements, and immediately upon consummation of such transaction, the Controlling Members shall remit to the Minority Members that portion of the sale proceeds which they are entitled to receive by reason of its participation in such Proposed Transfer. In the event that the aggregate consideration received by the Minority Members as a result of the Proposed Transfer is less than the EBIT Price for the breach of any covenants of any other Member; (w) in no event Fiscal Year immediately prior to the Proposed Transfer, the Controlling Members shall any Member be required pay to make representations the Minority Members the difference between the EBIT Price and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared consideration paid by the Members pro rata on a several but not joint basis in proportion Proposed Transferee to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Minority Members.

Drag-Along Rights. If at any time Voting Members holding 65% of the outstanding Units with Governance Rights (a) Subject to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummateeach such holder, a sale of all of “Control Seller” and collectively the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise“Control Sellers”) following the Effective Date or (y) if the Common Units Member elects to cause approve a public offering Sale of the Company (an “Approved Sale”), then, without any further action or approval by the Board of Directors, each Member who is not a Control Seller (each, a “DragNon-Along TransactionControl Seller”), the other Members will shall consent to such Drag-Along Transactionand raise no objections against the Approved Sale or the process by which the Approved Sale is undertaken, and will if the Approved Sale is structured as a sale of Units, each Non-Control Seller shall, if requested by the Control Sellers, sell or otherwise Transfer their Units or any portion thereof if requested on the terms and conditions approved by the Control Sellers. Each Non-Control Seller shall promptly take or cause to be taken all other actions, reasonably actions deemed necessary or desirable (in the sole judgment of the Control Sellers) in connection with, and to cause facilitate the consummation of, the Approved Sale, including the execution of all agreements and instruments as requested by the Control Sellers. Without limiting the foregoing, (a) if the Approved Sale is structured as a merger, consolidation, joint venture or similar transaction, each Non-Control Seller shall vote in favor of such Dragtransaction and waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation, and (b) if the Approved Sale is structured as a sale or exchange of Units, each Non-Along Transaction Control Seller shall agree to sell or exchange a number of Units equal to the number of Units such Non-Control Seller owns or has a right to acquire multiplied by a fraction, the numerator of which is the number of Units being sold by the Control Sellers and the denominator of which is the number of Units owned by the Control Sellers immediately prior to the sale, on the terms proposed and conditions approved by the Common Control Sellers and upon which the Control Sellers agree to sell or exchange the Units Member, including entering into a customary registration rights agreement held by such Control Sellers. The Company shall use reasonable efforts to notify the Non-Control Sellers in connection with a public offering writing not less than thirty (30) days prior to the proposed consummation of the Companyan Approved Sale; provided, however, that none each Non-Control Seller agrees not to directly or indirectly (without the prior written consent of the transactions described in clauses (xCompany) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as disclose to any other Member; Person (xother than to such Non-Control Seller’s legal counsel in confidence, as otherwise necessary to protect such Non-Control Seller’s rights under this Agreement or as otherwise required by law) any liability relating information related to representations and warranties (and related indemnities) or other indemnification obligations regarding the business such potential Sale of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersCompany.

Drag-Along Rights. (a) Subject In the event that at any time (i) the LLC proposes to the limitations and conditions set forth in this Section 3.7sell shares of Common Stock owned by it to any Proposed Purchaser, Section 6.14 and Article V and Article XIother than any Transfer (1) pursuant to a Registration or Rule 144, (x2) if the Common Units Member elects to consummatean Affiliate, or (3) to cause the Company to consummate, a sale of all Shareholder who is a member of the assets LLC in connection with a distribution to such member in accordance with the LLC Agreement or all (ii) the Dragging Majority Members (as defined in the LLC Agreement) (1) propose to transfer Units such that the Dragging Majority Members would have drag along rights under Section 12.9(c) of the equity interests LLC Agreement with respect to any Units held by any Management Shareholder (in its capacity as a Management Member under the LLC Agreement) or (2) desires to effect an Exit Event (as defined in the Company by whatever means LLC Agreement), then the LLC may provide each Other Shareholder written notice (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along TransactionNotice”), ) of such Proposed Sale and the other Members will consent Material Terms thereof not less than 25 business days prior to the proposed closing date of the Proposed Sale and each such Other Shareholder hereby agrees to sell to such Drag-Along TransactionProposed Purchaser that number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock then held, and will take or cause acquirable by such Other Shareholder pursuant to be taken all other actionsthe exercise of Exchange Options or of options (to the extent exercisable, reasonably necessary or desirable including as a result of the Proposed Sale) granted to cause such Other Shareholder under any Option Plan multiplied by (ii) the consummation aggregate percentage of such Drag-Along Transaction on the terms proposed Common Stock held by the LLC that is represented by the Common Stock that the LLC proposes to sell in the Proposed Sale (or, in the case of a sale of Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Dragging Majority Members, or an Exit Event, the aggregate percentage of Units Member in connection with such Drag-Along Transaction; provided, owned by Dragging Majority Members that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared is represented by the Units that the Dragging Majority Members pro rata on a several but not joint basis in proportion propose to the proceeds received by each Member sell in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersProposed Sale).

Drag-Along Rights. (ai) Subject to Section 3(d)(v), if at any time and from time to time after the limitations date of this Agreement, Warburg Pincus and conditions set forth its Affiliates (the “Majority Holders”) desire to (i) Transfer in a bona fide arms’ length sale all of their Shares to any Person or Persons who are not Affiliates of the Company or the Majority Holders, (ii) approve any merger of the Company with or into any other Person who is not an Affiliate of the Company or the Majority Holders that would constitute a Deemed Liquidation Event or (iii) approve any sale of all or substantially all of the Company’s assets to any Person or Persons who are not Affiliates of the Company or the Majority Holders that would constitute a Deemed Liquidation Event (for purposes of this Section 3.73(d) (Drag-Along Rights), any such Person is referred to as the “Proposed Transferee” and any such transaction is referred to as the “Proposed Sale”), the Majority Holders shall have the right (for purposes of Section 6.14 and Article V and Article XI3(d), the “Drag-Along Right”), but not the obligation, (x) if in the case of a Transfer of the type referred to in clause (i) of this sentence, to require each other Investor and each Key Common Units Member elects Holder to consummatesell to the Proposed Transferee all of such Investor’s Shares or such Key Common Holder’s Common Shares, or to cause as applicable, with the Company to consummate, a aggregate consideration for the sale of all of shares held by the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”)Majority Holders, the other Members will consent Investors and the Key Common Holders paid to such Drag-Along Transaction, Investors and will take or cause the Key Common Holders according to be taken all other actions, reasonably necessary or desirable the Certificate of Incorporation in effect immediately prior to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into sale (as if such transaction were a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (xDeemed Liquidation Event) or (y) in the case of a merger or sale of assets or other Deemed Liquidation Event referred to in clauses (ii) or (iii) of this sentence shall constitute sentence, to require each other Investor and each Key Common Holder to vote (or act by written consent with respect to) all Shares or Common Shares then Owned by such other Investor or Key Common Holder, as applicable, in favor of such transaction and to waive any dissenters’ rights, appraisal rights or similar rights such Investor or such Key Common Holder may have under applicable law. Subject to Section 3(d)(v), each Investor and each Key Common Holder agrees to take all steps necessary to enable such Investor or such Key Common Holder, as applicable, to comply with the provisions of this Section 3(d) (Drag-Along Rights) to facilitate the Majority Holders’ exercise of a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersRight.

Drag-Along Rights. (a) Subject At any time prior to an Initial Public Offering, in the event that the Company’s Board of Directors and each of the H&F Investors and the FF&L Investors approve a Sale of the Company, then, following such approval, the H&F Investors and the FF&L Investors (the “Dragging Members”) may give notice to the limitations other Members that either the Company or the Dragging Members intend to enter into such transaction or transactions involving the Sale of the Company, and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if that the Common Units Member elects to consummate, or Dragging Members desire to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated participate on a pro rata basis among in such transaction on the same terms and conditions as available to the Dragging Members; provided, that the Members shall make customary representations and warranties of security holders with respect to themselves and their ownership of securities (“Seller Representations”) and shall participate on a pro rata basis with the other Members in any indemnification obligations related to such transaction (other than with respect to Seller Representations, for which each Member shall be solely responsible). Such notice shall also specify (i) the consideration, if any, to be received by the Members and any other material terms and conditions of the proposed transaction (which price shall be the same in all respects and the other material terms and conditions, to the extent applicable, shall be the same in all material respects for all Members), (ii) the identity of the other Person or Persons party to the transaction, (iii) the date of completion of the proposed transaction (which date shall be not less than twenty (20) days after the date of the notice) and (iv) the action or actions required of each Member in order to complete or facilitate such proposed transaction (including the sale of a pro rata portion (based on the total number of Shares) of the Shares held by the Members or the voting of all such Shares in favor of any such merger, consolidation or sale of assets and the waiver of any related appraisal or dissenters’ rights). The Dragging Members agree to provide any further information about the transaction reasonably requested by any Member, subject to any restrictions on disclosure pursuant to applicable Memberslaw or contract (unless such Member is willing to agree to the terms of any such contract). Upon receipt of such notice, each Member shall be obligated to take the action or actions referred to in clause (iv) above. All out-of-pocket costs and expenses incurred by the Dragging Members in connection with the consummation of such sale shall be borne by the Dragging Members and each other Member on a pro rata basis in accordance with the number of Shares being sold by each such Member.

Drag-Along Rights. (a) Subject to If the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, Xxxxxxxx Entity approves a sale of all Sale of the assets Business to unaffiliated Third Party or Third Parties, all Series A Members entitled to consent thereto shall consent to and raise no objections against the Sale of the equity interests in the Company by whatever means Business (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause such a public offering of the Company (eachtransaction, a “Drag-Along Transaction”), . If the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Memberis structured as (i) a merger, including entering into a customary registration rights agreement in connection with a public offering conversion, Unit exchange or consolidation of the Company; provided, however, that none or a sale of all or substantially all of the transactions described assets of the Company, each Series A Member entitled to vote thereon shall vote in clauses (x) or (y) favor of this sentence shall constitute a the Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute and shall waive any applicable merger, asset purchase, security purchase, recapitalization appraisal rights or other agreement negotiated by the Common Units Member similar rights in connection with such merger, conversion, Unit exchange, consolidation or asset sale, or (ii) a sale of all the Series A Units, each Series A Member shall agree to sell all of his or its Series A Units on the terms and conditions of such Drag-Along Transaction; provided, however, that the Drag-Along Transaction may only be structured as a sale of all the Series A Units if the Xxxxxxxx Entity holds a majority of the Series A Units outstanding immediately prior to such Drag-Along Transaction, or (viii) a sale of a majority of the Series A Units, each Series A Member shall make agree to sell on the same representations terms and warranties, covenants conditions of such Drag-Along Transaction a portion of his or its Series A Units equal to the Pro Rata Portion of the Units to be Disposed of in such Drag-Along Transaction other than the Series A Units to be Disposed of by the Xxxxxxxx Entity. The Series A Members shall promptly take all necessary and indemnities as desirable actions requested by the Common Units Member agrees to make Xxxxxxxx Entity in connection with the consummation of the Drag-Along Transaction, except including the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide customary representations, warranties, indemnities, and escrow/holdback arrangements relating to such Drag-Along Transaction (subject to Sections 7.5(c)(iv) and 7.5(c)(v) below), in each case to the extent that in no event shall any each other Member be required to agree to any non-competition or non-solicitation covenant in connection with is similarly obligated, and (B) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction or as set forth in Section 7.5(c) below. Without limiting the foregoing, each holder of Series A Units and Series B Units entitled to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against proceeds from such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata obligated to join on a several but not joint basis basis, in proportion to of the proceeds received by each Member received, in any indemnification or other obligations that the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities Xxxxxxxx Entity agrees to provide or indemnities undertake in connection with such Sale of the Business (other than any such obligations that relate specifically to a particular Member, such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of Series A Units). The Series A Members shall be permitted to sell their Series A Units pursuant to any Drag-Along Transaction in excess without complying with any other provisions of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class this Article 7. A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds Series A Member’s “Pro Rata Portion” shall be allocated on a pro rata basis among based upon such Series A Member’s proportionate ownership of all Series A Units owned by the applicable Members.Series A Members other than the Xxxxxxxx Entity. Genesis Energy, LLC Amended and Restated Limited Liability Company Agreement

Drag-Along Rights. (a) Subject Notwithstanding the provisions of Section 2.01 and without first offering its shares of Common Stock to TPG as contemplated by Section 2.03(c), if TPG executes a binding agreement to transfer all of its shares of Common Stock to a Person making a Bona Fide Offer, then Crawford shall transfer, subject to the limitations terms and conditions set forth in this Section 3.7xxxxx xxlow, Section 6.14 and Article V and Article XI, at the sole election of TPG (x) if the Common Units Member elects exercisable by delivery to consummate, or to cause the Company to consummate, Crawford of a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation copy of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights binding agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute and a Drag-Along Transaction unless it is made Notxxx xx xeast 20 days prior to a Third Party the closing date specified in such Notice), all his shares of Common Stock to such Person; provided that (I) Crawford shall receive from such Person the same per share considxxxxxxx to be paid to TPG in such transaction, (ii) the consideration received in such transaction shall be the same as the consideration to be paid to TPG in such transaction and (iii) the closing of any transaction effected pursuant to this Section 2.05 shall be conditioned on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the simultaneous purchase of TPG's shares of Common Units Member in connection with such Drag-Along Transaction; Stock: and provided, further, that (v) each Member Crawford shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representationstransfer his shares of Common Xxxxx xxrsuant to this Section 2.05 if at the time of TPG's transfer pursuant to such agreement (prior to giving effect thereto) TPG beneficially owns less than 40% of the voting power of the Company. Notwithstanding the foregoing, warrantiesin the event Crawford breaches his obligations under this Section 2.05 or, covenants in xxx xxxxt that any misrepresentation and warranty of Crawford contained in the purchase agreement with the Person makixx xxx Xona Fide Offer is not true and correct as of the date make or indemnities as of the proposed closing date or Crawford shall fail to perform any covenant or agreement results xx xxx xonsatisfaction of a condition precedent to such agreement (and the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds Person making the Bona Fide Offer does not waive such condition precedent). TPG shall be allocated on a pro rata basis among the applicable Members.free to sell its shares of Common Stock to such Person without liability to Crawford under this Agreement and such sale shall not limit or waxxx xx xny respect any claim, right or cause of action that TPG may have against Crawford in respect of such breach. SECTION 2.06

Drag-Along Rights. (a) Subject to the limitations and conditions set forth in this Section 3.7If at any time a group of Cash Equity ----------------- Investors, Section 6.14 and Article V and Article XI, which group shall include (x) if each of Chase and X.X. Xxxxxx for so long as either of the foregoing holds 50% or more of the Common Units Member elects to consummate, or to cause Stock Beneficially Owned by it on the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date date hereof or (y) if each of Chase and X.X. Xxxxxx no longer holds 50% or more of the Common Units Member elects Stock Beneficially Owned by it on the date hereof or if either Chase or X.X. Xxxxxx fails to cause a public offering satisfy its Unfunded Commitment which shall remain uncured, holders of 66 2/3 or more of the Common Stock Beneficially Owned by the Cash Equity Investors at the time of the proposed sale, proposes in a single transaction or series of transactions to Transfer Company Stock, which Company Stock shall include 75% or more of the outstanding Common Stock Beneficially Owned by each of Chase and X.X. Xxxxxx for so long as either of the foregoing holds 50% or more of the Common Stock Beneficially owned by it on the date hereof and neither Chase nor X.X. Xxxxxx has failed to satisfy its Unfunded Commitment which shall remain uncured (eacheach member of the group, a “Drag-Along Transaction”"Selling Investor"), in a bona fide arm's-length ---------------- transaction to a third party in which the same price per share shall be payable in respect of all shares of any class of the Common Stock Beneficially Owned, then, upon the written request of such Selling Investors, each other Members will consent to such Drag-Along TransactionCash Equity Investor shall be obligated to, and will take shall, if so requested by such third party (a) sell, transfer and deliver or cause to be taken sold, transferred and delivered to such third party, up to all other actions, reasonably necessary or desirable to cause shares of Common Stock Beneficially Owned by them at the consummation same price per share (irrespective of such Drag-Along Transaction class) and on the same terms proposed by as are applicable to the Selling Investors, and (b) if approval of the transaction is required of the stockholders of the Company, vote his, her or its shares of Series C Preferred Stock and Common Units MemberStock in favor thereof and, including entering into a customary registration rights agreement in the event such sale or transfer is in connection with a public offering of the Company; providedmerger or consolidation, howevereach Cash Equity Investor shall waive any dissenters' rights, that none of the transactions described in clauses (x) appraisal rights or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member similar rights in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition merger or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersconsolidation.

Drag-Along Rights. (a) Subject Until such time as a Qualified Public Offering shall have been consummated (subject to the limitations voting rights of the Preferred Investor Common Stockholders in Section 3 and conditions set forth to the voting rights of directors elected by the holders of Preferred Stock in this Section 3.7accordance with the terms of the Certificate of Designation), Section 6.14 if Individual Investors (or their Permitted Transferees) holding a majority of the fully-diluted shares of Common Stock held by all such Individual Investors (and Article V and Article XItheir Permitted Transferees) propose a sale, (x) if merger or other Transfer involving all or substantially all of the Common Units Member elects to consummate, shares or to cause assets of the Company on an arm's length basis to consummatea third party or an affiliated group of third parties who is not (i) a Stockholder or (ii) an Affiliate of a Stockholder, and provided that such transaction is approved in accordance with the terms of this Agreement, then the remaining Stockholders and their Permitted Transferees (the "Remaining Stockholders") shall (subject to the voting rights of the Preferred Investor Common Stockholders in Section 3 and to the voting rights of directors elected by the holders of Preferred Stock in accordance with the terms of the Certificate of Designation) consent to and raise no objection with respect to (and will not exercise statutory appraisal rights in connection with) such transaction and, if such transaction is structured as a sale of all of the assets or all of the equity interests in the Company by whatever means shares (including a sale structured as a merger, consolidationwhether a forward, equity purchase, sale of assets reverse or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”other merger), the other Members will consent Remaining Stockholders will, at the option of a majority-in-interest of the fully-diluted shares of Common Stock held by the Individual Investors (subject to such Drag-Along Transactionthe voting rights of the Preferred Investor Common Stockholders in Section 3 and to the voting rights of directors elected by the holders of Preferred Stock in accordance with the terms of the Certificate of Designation), and will take or cause agree to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction sell their shares on the terms proposed and conditions approved by the Common Units Member, including entering into Board and the Stockholders entitled to cast a customary registration rights agreement in connection with a public offering majority of the Companyvotes which all Stockholders are entitled to cast; provided, however, that none (i) any options as to the type of consideration offered to any Individual Investor must be offered to the Remaining Stockholders, (ii) the consideration offered for any proposed Transfer must be at least 80% cash or marketable securities, (iii) at least 95% of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member Stockholders other than the Common Units Member be responsible for any liabilities or indemnities Remaining Stockholders, shall have agreed to, and voted in connection with favor of, such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; sale and (z) any escrow or other holdback of proceeds there shall be allocated on a pro rata basis among no adverse tax consequences which relate or impact only the applicable MembersRemaining Stockholders (as distinguished from all Stockholders) arising from such transaction.

Drag-Along Rights. (a) Subject Prior to a Qualified IPO, at any time that the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if Company Security Holders that collectively own Company Securities that represent at least a majority of the votes entitled to be cast by all Common Units Member elects and Preferred Units convertible into Common Units (calculated as a single class on an as-converted to consummate, Common Unit basis) (the “Dragging Members”) desire or to cause propose that the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering enter into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none any of the transactions described in clauses subsections (xi) or through (yiii) of this sentence the definition of “Deemed Liquidation Event” set forth in Section 1.1 with any Person or Persons that are not affiliated with any such Dragging Members or the Company (an “Approved Sale”), the Dragging Members shall constitute a have the right (the “Drag-Along Transaction unless it Right”), by providing notice of such Approved Sale to the Company, to require the Company and each Company Security Holder to comply with this Section 11 with respect to such Approved Sale. Each Company Security Holder, together with the Company, is made hereby obligated to a Third Party consent to, and raise no objections against, such Approved Sale, and each Company Security Holder is hereby obligated to sell its Company Securities on an arm’sthe terms and subject to the conditions approved by such Dragging Members. In furtherance of the foregoing, each Company Security Holder acknowledges that no Member shall be entitled to dissenters’ or appraisal rights under any circumstances and Section 18-length basis210 of the Act shall not apply. The Members will execute Company shall provide each such Company Security Holder with written notice of any Approved Sale at least fifteen (15) Business Days prior to the consummation thereof setting forth in reasonable detail the terms of such Approved Sale, including the class and number of shares of Company Securities to be sold (including the number of Units Equivalents represented thereby), the identity of the prospective Transferee(s), its applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated Per Unit Drag Price and form of consideration to be paid in respect of the Company Securities to be Transferred by the Common Units Member it in connection with such Drag-Along Transaction; providedApproved Sale, that (v) each Member and the date on which such Approved Sale is proposed to be consummated. The Company Security Holders shall make the same representations not be required to comply with, and warrantiesshall have no rights under, covenants Section 9 and indemnities as the Common Units Member agrees to make Section 12 in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersApproved Sale.

Drag-Along Rights. Prior to a Qualified IPO, in the event that Bxxxxx proposes to transfer (aother than a Permitted Transfer) Subject Securities representing more than sixty-percent (60%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling Holder to transfer a portion of its Securities which represents the limitations same percentage of the total fully-diluted Common Stock held by such Holder as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and conditions clear of all liens. Additionally, prior to a Qualified IPO, in the event that Brazos proposes to transfer (other than a Permitted Transfer) Securities representing more than fifty-percent (50%) of the fully-diluted Common Stock then held by the Brazos Group, Brazos shall have the right to require each non-selling member of the MassMutual Group (but no other Holders unless Brazos proposes to transfer Securities representing more than sixty percent (60%) of the fully-diluted Common Stock then held by the Brazos Group as set forth above) to transfer a portion of its Securities which represents the same percentage of the total fully-diluted Common Stock held by such member of the MassMutual Group as the Securities being disposed of by the Brazos Group represents of the total fully-diluted Common Stock held by the Brazos Group (excluding, for purposes of such calculation, any shares of Common Stock issuable upon exercise of any options granted pursuant to any employee, officer or director benefit plan or arrangement, including the Options) such Securities to be transferred free and clear of all liens. Notwithstanding the foregoing, in this Section 3.7the event Brazos exercises its drag-along rights as set forth above, Section 6.14 and Article V and Article XIeach member of the MassMutual Group may, (x) if the Common Units Member elects in its individual discretion, elect to consummate, or to cause the Company to consummate, a sale of sell all of the assets or all Securities held by such member of the equity interests in MassMutual Group and the Company number of Securities to be sold pursuant to such exercise by whatever means (including merger, consolidation, equity purchase, sale Brazos of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering its drag along rights by persons that are not members of the Company (each, MassMutual Group shall be adjusted on a “Dragpro-Along Transaction”), rata basis to accommodate the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed sales by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering members of the CompanyMassMutual Group. The securities sold by the Holders pursuant to an exercise by Brazos of its drag-along rights shall be sold at the same price and otherwise treated identically with the Securities being sold by the Brazos Group in all respects; provided, howeverthat the purchase price payable for Securities of a Holder that are not the same as the Securities being sold by the Brazos Group shall be adjusted, as appropriate, to reflect the comparative economics of such Securities; provided, further, that none of the transactions described in clauses (x) no Holder shall be required to make any representations or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member warranties in connection with such Drag-Along Transactionsale other than representations and warranties as to (i) such Holder’s ownership of its Securities to be transferred being free and clear of all liens, (ii) such Holder’s power and authority to effect such transfer of its Securities and (iii) such matters pertaining to such Holder’s compliance with securities laws as the purchaser may reasonably require; provided, that (v) each Member further, no Holder which is a member of the MassMutual Group shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree accept consideration pursuant to an exercise by Brazos of its drag along rights consisting of less than sixty-five percent (65%) cash and marketable securities; provided, further, any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or securities other than marketable securities received by any Holder pursuant to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member sale shall be liable subject to no less favorable rights than the sale rights, preemptive rights and registration rights granted pursuant to the Stockholders Agreement. Any obligations of the Holders arising under the definitive documentation for such sale shall be several and shall relate to the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as described above and to any other Member; (x) any liability relating to representations and warranties (and related indemnities) post closing indemnification or other indemnification similar post closing obligations regarding the business imposed upon members of the Company in connection with the Drag-Along Transaction Brazos Group and shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in an amount no event shall any Member other greater than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds net consideration received by such Member Holder in the Drag-Along Transaction; such sale (y) each Class A Member shall only be obligated to provide representationsexcept for fraud, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow intentional misconduct or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Memberscustomary exceptions).

Drag-Along Rights. At any time prior to an initial public offering of securities of the Company, in the event that (ai) Subject the Company receives a bona fide offer from any party unaffiliated with any party to this Agreement (such party a "Third Party Offeror" and such an offer the limitations "Third Party Offer") to purchase all or substantially all of the Company's issued and conditions set forth outstanding shares of capital stock in this Section 3.7a transaction (including a merger), Section 6.14 (ii) such transaction is approved by the Board of Directors of the Company, and Article V and Article XI(iii) the holders (the "Proposing Shareholders") of shares representing a majority of the votes represented by all then outstanding shares of capital stock of the Company approve or otherwise consent in writing to such transaction, then (x) all parties to this Agreement (the "Drag-Along Shareholders") will be required, if so demanded by the Common Units Member elects Proposing Shareholders, to consummatevote such Drag-Along Shareholder's shares of capital stock in favor thereof, and otherwise consent to and raise no objection to such transaction, and waive any dissenters' rights, appraisal rights or similar rights that such Drag-Along Shareholder may have in connection therewith, and take all necessary and desirable actions as directed by the Company's Board of Directors and the Proposing Shareholders in connection with the consummation of such transactions, including, to cause the Company to consummateextent applicable, executing a sale of purchase agreement and selling, exchanging or otherwise transferring all of the assets or all shares of the equity interests in Company's capital stock (or notes, warrants or other rights to subscribe for or purchase capital stock) held by such Drag-Along Shareholders to such Third Party Offeror at the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following same price and upon the Effective Date same terms and conditions as the Third Party Offer; or (y) if the holders of Notes shall be entitled to sell their Notes pursuant to, and upon the same terms as, the Third Party Offer on an as-converted-to-Common Units Member elects Stock basis. If a Drag-Along Shareholder fails or refuses to cause a public offering vote his, her or its shares of capital stock of the Company (each, a “Drag-Along Transaction”)as required by the terms of this Section 2.5, the other Members will consent President of the Company shall be deemed to be granted by such Drag-Along TransactionShareholder an irrevocable proxy, and will take or cause coupled with an interest, to be taken all other actions, reasonably necessary or desirable to cause the consummation of vote such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement Shareholder's shares of capital stock in connection accordance with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersSection 2.5.

Drag-Along Rights. (a) Subject If at any time the Majority Holders determine to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects transfer to consummate, or to cause the Company to consummate, a sale of an Independent Third Party all of the assets Company Equity Securities in a sale, whether by sale of stock, merger, consolidation or otherwise, and in a bona fide negotiated transaction conducted on an arm's length basis, then such Majority Holders (the "Triggering Majority Holders") shall have the right to require both the Paribas Group and the PCF Group to sell to the proposed transferee all but not less than all of their Company Equity Securities for the equity interests in the Company by whatever means same amount and type (including merger, consolidation, equity purchase, sale and relative proportions of assets or otherwiseeach amount and type) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed consideration received by the Common Units MemberTriggering Majority Holders, including entering into a customary registration rights agreement in connection with a public offering of the Company; per Company Share, provided, however, that none (i) any options as to the type of consideration offered to the Triggering Majority Holders or to any other Equityholder of the transactions described Company must be offered to all Equityholders; (ii) at least 90% of the value of the consideration payable to each of the Equityholders, shall be payable in clauses cash; (xiii) or any non-cash consideration (ywhich shall not exceed 10% of the total consideration) of this sentence shall constitute a Drag-Along Transaction Marketable Securities (unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated otherwise waived by the Equityholder receiving such non-cash consideration); (iv) any consideration that includes Marketable Securities must provide an option to receive non-voting securities convertible into voting securities on the same terms as the Class B Common Units Member Stock are convertible into Class A Common Stock and are otherwise identical to the securities distributed; (v) each holder of then currently exercisable rights to acquire Company Shares will be given an opportunity to exercise such rights prior to the consummation of a sale approved pursuant to this Section 2(a) and participate in such sale as a holder of Company Shares; (vi) no consideration of any type will be payable in connection with such Drag-Along Transactionsale, directly or indirectly, to any Equityholder or any Affiliate thereof or any entity in which any such person owns any beneficial interest, except consideration payable to such Equityholder of the same type and amount per share (and relative proportions of each amount and type) available to each Equityholder pursuant to this Section 2; provided, that (vvii) each Member Equityholder shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach transfer all of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business its respective securities of the Company in connection such transaction; (viii) all amounts owing with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion respect to the proceeds received by each Member Credit Agreement and the Subordinated Loan Documents shall have been indefeasibly paid in the Drag-Along Transaction, and full in no event shall any Member other than the Common Units Member be responsible for any liabilities cash at or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities prior to the extent all other Members are similarly obligatedconsummation of such sale; and (zix) any escrow if such sale is structured other than as a sale of stock (i.e., is a merger, consolidation or other holdback transaction), such sale shall have been approved by the Company's Board of proceeds shall be allocated on a pro rata basis among the applicable MembersDirectors.

Drag-Along Rights. (ai) Subject In the event that the Majority Sponsors (in their capacity as such under this 12.9(c), the “Dragging Majority Members”) (A) propose to the limitations Transfer Interests, other than any Transfer to an Affiliate of any such Dragging Majority Member, and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if such Interests would represent more than 80% of the Common Units Member elects to consummatethen owned by such Dragging Majority Members, or (B) desire to cause effect an Exit Event, such Dragging Majority Members shall have the Company to consummate, a sale of all of right (the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along TransactionRight”), upon written notice to the other Members will consent Members, to require that each other Member join in such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation sale by selling its Pro Rata Share of such Drag-Along Transaction other Member’s Common Units on substantially the same terms proposed as such Dragging Majority Members. Such terms and conditions shall include, without limitation, (i) the sale consideration (which shall be reduced by the Common Units Memberfees and expenses incurred by the Company and the Dragging Majority Members, including entering into a customary registration rights agreement to the extent applicable, in connection with a public offering the proposed sale) and (ii) the provision of the Companyinformation, representations, warranties, covenants and requisite indemnifications; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties relating specifically to any Member shall only be made by that Member and (and related indemnitiesy) or other any indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared provided by the Members pro rata on a several but not joint basis in proportion (other than with respect to the proceeds representations referenced in the foregoing subsection (x)) shall be based on the relative purchase price being received by each Member in the Drag-Along Transactionproposed sale, and in no event shall any Member other than either on a several, not joint, basis or solely with recourse to an escrow established for the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess benefit of the proceeds received by proposed purchaser (the Members’ contributions to such Member in the Drag-Along Transaction; (y) each Class A Member shall only escrow to be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among in accordance with the applicable proceeds received from such sale), it being understood and agreed that any such indemnification obligation of a Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; provided, further, however, that, (i) the Management Members, the Outside Members and the Investor Members (other than the Dragging Majority Members and the Parthenon Members) shall receive the same amount and form (or a more liquid form) of consideration as the Dragging Majority Members in connection with the proposed sale and (ii) the Parthenon Members shall receive the same amount and form of consideration as the Dragging Majority Members in connection with the proposed sale unless they otherwise agree. Notwithstanding anything to the contrary, in determining the consideration to be received by the Dragging Majority Members for purposes of this Section 12.9(c), any management, advisory, exit or transaction fees payable to or received by the Company or any Member or any of their Affiliates in connection with such sale shall not be included in determining the sale proceeds and will not be deemed consideration received by the Dragging Majority Members (it being understood that any customary exit fees payable in connection with such sale will be shared by the Investor Members in the same proportion as the ongoing annual fees described in the Advisory Agreements, in effect at such time). For purposes of this Section 12.9, for each Member “joining the Selling Investor Member in such sale” or “joining the Dragging Majority Table of Contents Members in such sale”, as the case may be, shall include voting its Interests consistently with the Selling Investor Member or Dragging Majority Members, as the case may be, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by the Selling Investor Member or Dragging Majority Members, as applicable, and providing such other cooperation as the Selling Investor Member or Dragging Majority Members, as applicable, may reasonably request.

Drag-Along Rights. (a) Subject to If the limitations and conditions set forth Manager, in this Section 3.7its sole discretion, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause consummate a Sale of the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means an independent third party (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along TransactionThird Party Purchaser”), the other Members Manager shall notify the Membership Interest Holders in writing of such Sale of the Company. Upon request by the Manager, each Membership Interest Holder will consent to such Drag-Along Transactionand raise no objections to the proposed transaction, and will take or cause to be taken all other actions, actions reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction Sale of the Company on the terms proposed by the Common Units MemberManager. The obligations of the Membership Interest Holders pursuant to this Section 7.6 with respect to a Sale of the Company are subject to the following conditions: (x) the consideration payable with respect to the Membership Interests upon consummation of such Sale of the Company to all of the Membership Interest Holders shall be allocated among the Membership Interest Holders as set forth in accordance with their respective Participating Percentages, including entering into a customary registration rights agreement and (y) upon the consummation of the Sale of the Company, all of the Membership Interest Holders who hold Membership Interests shall receive the same form and payment of consideration per Membership Interest. Each Membership Interest Holder shall pay his, her or its pro rata share of the reasonable, third-party out-of-pocket expenses incurred by the Manager in connection with a public offering such transaction and shall be obligated to join based on his, her or its pro rata share in any indemnification or other obligations that the Manager agrees to provide in respect of the CompanyCompany and its subsidiaries’ operations in connection with such Sale of the Company (other than any such obligations that relate specifically to a particular Membership Interest Holder such as indemnification with respect to representations and warranties given by a Membership Interest Holder regarding such Membership Interest Holder’s title to and ownership of any Membership Interests); provided that (x) no Membership Interest Holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the Third Party Purchaser with respect to an amount in excess of the net cash proceeds paid to such Membership Interest Holder in connection with such Transfer, and (y) (A) no Membership Interest Holder who is a natural person and who, at the time of the closing of such sale, is already subject to a non-compete or other restrictive covenant in favor of the Company (each an “Existing Restrictive Covenant”) shall be obligated to agree to any additional non-compete or other restrictive covenant; provided, however, that none each such Membership Interest Holder shall reaffirm and ratify all such Existing Restrictive Covenants at the closing of such sale and shall, if requested by the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable mergerPurchaser, asset purchase, security purchase, recapitalization or other agreement negotiated consent to the assignment by the Common Units Member in connection with Company of all such Drag-Along Transaction; provided, that Existing Restrictive Covenants to the Third Party Purchaser and (vB) each Member no other Membership Interest Holder shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required obligated to agree to any non-competition compete or other restrictive covenant that is broader in scope or duration than any non-solicitation compete or other restrictive covenant agreed to by the Manager in any such Sale of the Company. To the extent that a Membership Interest Holder does not take any actions when requested by the Manager pursuant to this Section 7.6 each such Membership Interest Holder hereby constitutes and appoints the Manager as such Membership Interest Holder’s true and lawful Attorney-in-Fact and authorizes the Attorney-in-Fact to execute on behalf of such Membership Interest Holder any and all documents and instruments which the Attorney-in-Fact deems necessary and appropriate in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business Sale of the Company in connection Company. The foregoing power of attorney is irrevocable and is coupled with the Drag-Along Transaction shall an interest. The rights under this Section 7.6 may be shared exercised by the Members pro rata Senior Agent holding a lien on a several but not joint basis or security interest in proportion Membership Interests pursuant to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess Section 7.4(b) constituting at least fifty percent (50%) of the proceeds received by Participating Percentages if such Member Senior Agent is foreclosing any such lien or security interest as described in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersSection 7.4(b).

Drag-Along Rights. (a) Subject If any member or members of the Xxxxx Group shall, individually or collectively, propose to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale Transfer at least 75% of all shares of Company Stock collectively owned by the Xxxxx Group at the time of the assets or all of the equity interests transaction in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made question to a Third Party, then (in addition to the rights of the Management Stockholders, the Third Party on an arm’s-length basis. The Members will execute any applicable mergerInvestors, asset purchaseand their respective Permitted Transferees to participate in such Transfer pursuant to Section 6.5(a) hereof) the members of the Xxxxx Group, security purchasemay, recapitalization or other agreement negotiated at their option, require the Management Stockholders, the Third Party Investors, and their respective Permitted Transferees (collectively, the "Remaining Holders") to include in such Transfer to the Third Party such number of shares of Company Stock owned by each of them, as determined in accordance with this Section 6.5(b); provided that if the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make members of the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with Xxxxx Group send the Drag-Along TransactionNotice referred to below, except Section 6.5(a) shall not apply to the Transfer. The members of the Xxxxx Group shall give written notice (the "Drag- Along Notice") of the exercise of their rights pursuant to this Section 6.5(b) to each of the Remaining Holders, setting forth the sales price consideration per share to be paid by the Third Party and the other material terms and conditions of such transaction, including the number of shares to be included therein. The Drag-Along Notice shall state that in no event the Remaining Holders shall any Member be required to agree participate in the proposed Transfer of shares to the Third Party according to the terms and conditions of this Section 6.5(b) and for the same type of consideration and for an amount of consideration per share not less than that offered to any non-competition member of the Xxxxx Group by the Third Party and on terms and conditions (other than, in the case of members of the Xxxxx Group, any management, advisory or non-solicitation covenant in connection with transaction fees payable to them or their affiliates) no less favorable to such Remaining Holders than the terms and conditions offered to any member of the Xxxxx Group by the Third Party. Within 15 days following the receipt of the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business Notice, each of the Company in connection with Remaining Holders shall deliver to a representative of the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member Xxxxx Group designated in the Drag-Along TransactionNotice certificates representing all shares of Company Stock held by such Remaining Holder, and in no event shall any Member duly endorsed, together with all other than the Common Units Member documents required to be responsible for any liabilities or indemnities executed in connection with such Drag-Along Transaction in excess transaction. In the event that any Remaining Holder should fail to deliver such certificates to the Xxxxx Group, the Company shall cause the books and records of the proceeds received Company to show that such shares are bound by the provisions of this Section 6.5(b) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Company Stock equal to the product of (x) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Company Stock owned by such Member Remaining Holder, and the denominator of which shall be the total number of shares of Company Stock owned by the Xxxxx Group plus the total number of shares of Company Stock owned by all Remaining Holders in the aggregate. The maximum number of shares of Company Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 6.5(b) shall be the total number of shares of Company Stock then owned by such Remaining Holder. If, within 90 days after the members of the Xxxxx Group gave the Drag-Along TransactionNotice, they shall not have completed the Transfer of all the shares of Company Stock of the Xxxxx Group and the Remaining Holders in accordance with this Section 6.5(b), the Xxxxx Group shall return to each of the Remaining Holders all certificates representing shares of Company Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 6.5(b); (yprovided that the Xxxxx Group shall be permitted, but not obligated, to complete the sale by all non-defaulting Remaining Holders if one or more of the Remaining Holders default; provided further that completion of the sale by the Xxxxx Group and/or such Remaining Holders shall not relieve a defaulting Remaining Holder of liability for its breach. The obligations of the Remaining Holders pursuant to this Section 6.5(b) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities are subject to the extent all other Members are similarly obligated; and (z) any escrow or other holdback satisfaction of proceeds shall be allocated on a pro rata basis among the applicable Members.following conditions:

Drag-Along Rights. If holders of more than 50% of the outstanding Class B Units held by Class B Members (athe “Selling Holders”) Subject propose to sell to a third party any Class B Units held by such Class B Members (including Class B Units transferred by such Class B Members to, and held by, their Permitted Transferees) (whether such sale is by way of purchase, merger, recapitalization or other form of transaction), then upon (i) the request of the Selling Holders and (ii) the consent of the Managing Member and a Majority in Interest of Class B Members, each other Class B Member and each Class B-1 Member, shall sell the same percentage, as applicable, of the Class B Units or Class B-1 Units beneficially owned by such Class B Member or Class B-1 Member as the percentage to be sold by the Selling Holders to such third party buyer pursuant to the limitations same terms and conditions set forth in this Section 3.7negotiated by the Selling Holders for the sale of the Class B Units held by the Selling Holders; provided that the price paid per Unit may differ depending upon the applicable class of Unit. For example, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects Selling Holders propose to consummate, or to cause the Company to consummate, a sale of all sell 35% of the assets or all Class B Units held by each of them, any other Member shall, upon request of the equity interests in Selling Holders and the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering consent of the Company (eachManaging Member and the Majority in Interest of Class B Members, a “Drag-Along Transaction”), sell 35% of the Class B Units and Class B-1 Units held by such other Class B Member or Class B-1 Member. Each of the Class B Members will consent and Class B-1 Members agrees to such Drag-Along Transactionsale and to execute such agreements, powers of attorney, voting proxies or other documents and will take or cause to instruments as may be taken all other actions, reasonably necessary or desirable to cause consummate such sale. Each of the Class B Members and Class B-1 Members further agrees to timely take such other actions as the Managing Member may reasonably request as necessary in connection with the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a sale. Each Class B Member and Class B-1 Member shall be required to make customary registration rights agreement representations and warranties in connection with a public offering of such transfer with respect to his, her or its own authority to transfer his, her or its title to the CompanyClass B Units or Class B-1 Units transferred, together with such other representations and warranties with respect to the Company as are made by the Selling Holders in connection with such sale; provided, however, that none the liability of each Class B Member and Class B-1 Member with respect to the representations and warranties concerning the Company shall be limited to his pro rata portion of the transactions described proceeds paid in clauses such sale. Each Class B Member and Class B-1 Member shall pay his pro rata portion (x) based on the total value of the consideration received by such Class B Member or (yClass B-1 Member, as applicable, compared to the aggregate consideration received by all Members in the transaction) of this sentence shall constitute a Dragthe reasonable out-Along Transaction unless it is made to a Third Party on an arm’sof-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member pocket expenses incurred in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees a sale consummated pursuant to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Members.this Section 6.03. DB1/ 109886103.10

Drag-Along Rights. (a) Subject to the limitations and conditions set forth in this Section 3.7next paragraph, Section 6.14 and Article V and Article XI, (x) if the Common Units Member General Partner elects to consummate, or to cause all the Company Partnerships to consummate, a sale transaction constituting a Change of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”)Control, the other Members will consent to such Drag-Along TransactionGeneral Partner shall notify the Applicable Limited Partners in writing of that election, and the Applicable Limited Partners will take or cause to be taken all other actions, actions reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction transaction (pursuant to which the Applicable Limited Partners shall be obligated to sell the same proportion of their Interests as those sold by the Blackstone Limited Partners) on the terms proposed by the Common Units MemberGeneral Partner (a “Drag Along Sale”) so long as such terms are identical, including entering into in all material respects (it being agreed and understood that price and consideration shall be material terms), to the terms on which all other Limited Partners in the Partnerships participate in such transaction in all material respects. Without limiting the foregoing, if the proposed Drag Along Sale is structured as or involves a customary registration rights agreement in connection with a public offering sale or redemption of Interests, the Applicable Limited Partners will agree to sell their pro rata share of the Company; providedInterests (based on the relative proportion of Interests held by all Limited Partners (it being understood that for purposes of this calculation, howeverin addition to any Class D Interests held by an Employee, such Employee shall be deemed to hold a number of Class D Units equal to the number of such Class D Units into which such Employee’s Vested Employee Units (or Employee Units that none will become Vested Employee Units as a result of the transactions described proposed Transfer) may be exchanged in clauses (xan Employee Unit Exchange, which number shall be determined as of the date the Blackstone Members enter into an agreement with the proposed transferee to consummate a Drag Along Sale)) or (y) of being sold in such Drag Along Sale on the terms and conditions approved by the General Partner, and subject to this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members Section 4, the Applicable Limited Partners will execute any applicable merger, asset purchase, security purchase, recapitalization or other sale agreement negotiated approved by the Common Units Member General Partner in connection with such Drag-Along Transaction; providedChange of Control, that (v) each Member and, without limiting the generality of the foregoing, shall make to the Transferee the same representations and representations, warranties, covenants covenants, indemnities and indemnities agreements as the Common Units Member agrees all other Limited Partners (including all Blackstone Limited Partners) agree to make in connection with the Drag-Drag Along Transaction, Sale (except that in no event the Applicable Limited Partners shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make only representations and warranties or provide indemnities pertaining specifically to (and, as applicable, covenants by) their ownership of Interests and their ability to any other Member; (x) any liability relating effect the Transfer of their Interests), and shall agree to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several indemnify, severally but not joint basis jointly, the Transferees (in proportion the amount limited to the proceeds received value of Interests that are Transferred by each Member in Limited Partner) for all liabilities to the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess Transferees arising out of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or and indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersmade by such Applicable Limited Partner.

Drag-Along Rights. (ai) Subject to the limitations provisions of Section 13.12 ("Right of First Offer"), in the event that at any time any Kelso Member (A) proposes to Transfer Interests or Special Membership Interests in the Company, other than any Transfer to an Affiliate of Kelso, xxx such Interests or Special Membership Interests would represent, together with all Interests and conditions set forth in this Section 3.7Special Membership Interests previously Transferred by the Kelso Xxxxxrs, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all more than 75% of the assets or all of aggregate Interests and Special Membership Interests, taken together, held by the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date Kelso Members or (yB) if desires to effect an Exit Event, the Common Units Member elects to cause a public offering of Kelso Xxxxxrs shall have the Company right (each, a “the "Drag-Along Transaction”Right"), upon written notice to the other Members will consent Members, to require that each other Member join pro rata in such Drag-Along Transactionsale on substantially the same terms (including with respect to representations, warranties and will take or cause to be taken all other actionsindemnification) as the selling Kelso Xxxxxrs, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as relating specifically to any other Member; (x) Member shall only be made by that Member and any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared provided by the Members pro rata shall be based on a several but not joint basis in proportion to the proceeds relative purchase price being received by each Member in the Drag-Along Transactionproposed sale, and in no event shall any Member other than either on a several, not joint, basis or solely with recourse to an escrow established for the Common Units Member benefit of the proposed purchaser; provided, further, however, that the form or forms of consideration to be responsible for any liabilities or indemnities received by Kelso xx xxy Kelso Xxxxxr in connection with such Drag-Along Transaction in excess the proposed sale may be different from that received by the other Members so long as the value of the proceeds consideration to be received by such Kelso xx xxy Kelso Member is the same or less (with respect to each of the Interests and Special Membership Interests being sold) than what they would have received had they received the same form or forms of consideration as the other Members (as reasonably determined by the Board in good faith). Notwithstanding the foregoing, the Kelso Members shall not be permitted to exercise the Drag-Along Transaction; Right for a period of 18 months following the date hereof (the "Kelso Xxxxxiction Period") unless (x) the Company or any of its Subsidiaries is in default under any Financing Document or (y) for any fiscal quarter, in the good faith reasonable judgment of the Board, the Company and its Subsidiaries have failed to meet or exceed 75% of targeted EBITDA (as set forth in most recently business plan approved by the Board) for such period as set forth in the most recent business plan approved by the Board for such period. For purposes of this Section 13.10, for each Class A Member Member, "joining the Kelso Xxxxxrs in such sale" shall only be obligated include voting its Interests consistently with the Kelso Xxxxxrs, transferring its Interests or Special Membership Interests to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow a corporation organized in anticipation of such sale in exchange for capital stock or other holdback securities of proceeds shall be allocated on a pro rata basis among such corporation, executing and delivering agreements and documents which are being executed and delivered by the applicable MembersKelso Xxxxxrs and providing such other cooperation as the Kelso Xxxxxrs may reasonably request.

Drag-Along Rights. (ai) Subject If the Stockholders holding a majority of the voting power of the Shares (the "Sale Majority") approve a bona tide sale or exchange, whether directly or pursuant to the limitations and conditions set forth in this Section 3.7a sale, Section 6.14 and Article V and Article XImerger, (x) if the Common Units Member elects to consummateconsolidation or other business combination, of all or to cause the Company to consummate, a sale of substantially all of the assets or Shares to a Third-Party Purchaser (a "Drag-Along Event"), then the Stockholders comprising a part of the Sale Majority shall have the right, subject to all of the equity interests in the Company by whatever means provisions of this Section 3.1(g) (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “"Drag-Along Transaction”Rights"), to require all of the other Members will consent Stockholders (the "Drag-Along Stockholders" and each individually a "Drag-Along Stockholder") to (A) if such Drag-Along TransactionEvent is structured as a sale of Shares, sell, Transfer and will take deliver or cause to be taken sold, Transferred and delivered to such Third-Party Purchaser all other actions, reasonably necessary Shares and Common Stock Equivalents owned by the Drag-Along Stockholders or desirable to cause the consummation of (B) if such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into Event is structured as a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization consolidation or other agreement negotiated by business combination requiring the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with consent or approval of the Drag-Along TransactionStockholders, except that vote their Shares in accordance with the written instructions of the Stockholders comprising a part of the Sale Majority in favor thereof, and otherwise consent to and raise no event shall objection to such transaction, and waive any Member be required to agree to any non-competition dissenters' rights, appraisal rights or non-solicitation covenant in connection with similar rights which the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company Stockholders may have in connection with therewith; and, in any such event, subject to the provisions of subsection (iii) of this Section 3.1(g), the Drag-Along Transaction Stockholders shall agree to and shall be shared bound by the Members pro rata on a several but not joint basis same terms, provisions and conditions in proportion to the proceeds received by each Member in respect of the Drag-Along Transaction, and Event. The provisions of Section 3.1 (f) shall not apply to any transaction to which this Section 3.1(g) applies to the extent the Stockholders comprising a part of the Sale Majority shall have in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such fact exercised their Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersRights under this Section 3.1(g).

Drag-Along Rights. (a) Subject to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, If holders of at least a sale of all majority of the assets or all outstanding Class A Units (on an as-converted basis) approve a transaction that would result in the acquisition of the equity interests in the Company LLC by whatever another Person which is not an Affiliate of any such holders approving such transaction, by means of any transaction or series of related transactions (including including, without limitation, any merger, consolidation, equity purchasesale, sale assignment, transfer, distribution or EXECUTION COPY issuance of assets or otherwisestock with respect to the LLC) following and pursuant to such transaction the Effective Date or (y) if the Common Units Member elects to cause a public offering Members of the Company LLC immediately prior to such transaction will not hold, directly or indirectly, at least a majority of the voting power of the surviving or continuing entity (each, a “Drag-Along Transaction”), then, upon thirty (30) days written notice to the other Members will consent of the LLC (the “Drag-Along Notice”), which notice shall include substantially all of the details of the proposed transaction, including the proposed time and place of closing and the consideration to be received by the Members in such transaction, each Member shall raise no objection to such Drag-Along TransactionTransaction and be obligated to, and will take shall sell, transfer and deliver, or cause to be taken sold, transferred and delivered, to such third party, all other actionsof its Units in the same transaction at the closing thereof (and will deliver such Units free and clear of all liens, reasonably necessary claims, or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Companyencumbrances); provided, however, that none the aforementioned obligation to sell, transfer and deliver, or cause to be sold, transferred and delivered, all of its Units to the transactions described respective third party shall not apply except in clauses (x) or (y) the event of this sentence shall constitute a Drag-Qualified Drag Along Transaction unless it is made to a Third Party on an arm’s-length basisTransaction. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with proceeds from such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by distributed to the Members pro rata on a several but not joint basis in proportion to their relative entitlements to distributions pursuant to Section 9.3; provided that, the net proceeds received by each Member from the Qualified Drag-Along Transaction shall be deemed a constructive sale of the assets of the LLC solely for the purpose of adjusting the Members respective capital accounts in the manner that such capital accounts would have been adjusted under the terms of this Agreement if the Qualified Drag-Along Transaction had been an asset sale and such constructively adjusted capital accounts shall be used for purposes of determining the distributions that would have been made under Section 9.3 for purposes of this Section 7.9. For the avoidance of doubt, AzTE shall not be required to make any representations or warranties, or to provide indemnification, in connection with any Drag-Along Transaction, and in no event shall any Member other than the Common as to AzTE’s unencumbered title to its Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersgood standing.

Drag-Along Rights. (ai) Subject In the event that at any time Xxxxx (A) proposes to the limitations Transfer Interests, other than any Transfer to an Affiliate of Xxxxx, and conditions set forth in this Section 3.7such Interests would represent, Section 6.14 and Article V and Article XItogether with all Interests previously Transferred by Xxxxx to non-Affiliates of Xxxxx, (x) if the more than 25% of Xxxxx’x Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (yB) if desires to effect an Exit Event, Xxxxx shall have the Common Units Member elects to cause a public offering of right (the Company (each, a “Drag-Along TransactionRight”), upon written notice to the other Members will consent Members, to require that each other Member join pro rata in such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation sale by selling a pro rata portion of such DragNon-Along Transaction on the terms proposed by the Xxxxx Member’s Common Units Memberon substantially the same terms (including with respect to representations, including entering into a customary registration rights agreement in connection with a public offering of the Company; warranties and indemnification) as Xxxxx, provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties relating specifically to any Member shall only be made by that Member; (and related indemnitiesy) or other any indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared provided by the Members pro rata shall be based on a several but not joint basis in proportion to the proceeds relative purchase price being received by each Member in the Dragproposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro-Along Transactionrata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of a Member shall in no event shall any Member other than exceed the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the net proceeds received by to such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligatedfrom such proposed Transfer; and (z) the form of consideration to be received by Xxxxx or any escrow Kelso Member in connection with the proposed sale may be different from that received by the Non-Xxxxx Members so long as the value of the consideration to be received by Xxxxx or any Kelso Member is the same or less than what they would have received had they received the same form of consideration as the Non-Xxxxx Members (as reasonably determined by the Board in good faith). For purposes of this Section 12.11, for each Member, “joining Xxxxx in such sale” shall include voting its Interests consistently with Xxxxx, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents which are being executed and delivered by Xxxxx and providing such other holdback of proceeds shall be allocated on a pro rata basis among the applicable Memberscooperation as Xxxxx may reasonably request.

Drag-Along Rights. If Endo LLC shall propose to Transfer at ----------------- least 60% of all shares of Common Stock then owned by Endo LLC to a Third Party, then (a) Subject in addition to the limitations and conditions set forth rights of the Employee Stockholders to participate in such Transfer pursuant to Section 5.6(a) hereof) Endo LLC may, at its option, require the Employee Stockholders (collectively, the "Remaining Holders") to include in such Transfer to the Third Party such number of shares of Common Stock then owned by such Remaining Holder, as determined in accordance with this Section 3.7, Section 6.14 and Article V and Article XI, 5.6. Endo LLC shall send written notice (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “"Drag-Along Transaction”)Notice") of the ----------------- exercise of their rights pursuant to this Section 5.6(b) to each of the Remaining Holders, setting forth the consideration per share to be paid by the Third Party and the other Members will consent to material terms and conditions of such transaction. The Drag-Along Transaction, and will take or cause Notice shall state that the Remaining Holders shall be required to be taken all other actions, reasonably necessary or desirable participate in the proposed Transfer of shares of Common Stock to cause the consummation of such Drag-Along Transaction on Third Party according to the terms proposed and conditions of this Section 5.6(b) and for the same type of consideration and for an amount of consideration per share not less than that offered to Endo LLC by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering Third Party. Within 15 days following the receipt of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along TransactionNotice, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business each of the Company in connection with the Drag-Along Transaction Remaining Holders shall be shared by the Members pro rata on deliver to a several but not joint basis in proportion to the proceeds received by each Member representative of Endo LLC designated in the Drag-Along TransactionNotice certificates representing all shares of Common Stock held by such Remaining Holder, and in no event shall any Member duly endorsed, together with all other than the Common Units Member documents required to be responsible for any liabilities or indemnities executed in connection with such Drag-Along Transaction in excess transaction. In the event that any Remaining Holder should fail to deliver such certificates to Endo LLC, the Company shall cause the books and records of the proceeds received Company to show that such shares are bound by the provisions of this Section 5.6(b) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (x) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Common Stock then owned by such Member Remaining Holder, and the denominator of which shall be the total number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the Remaining Holders. The maximum number of shares of Common Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 5.6(b) shall be the total number of shares of Common Stock then owned by such Remaining Holder. If, within 120 days after Endo LLC gave the Drag-Along Transaction; Notice, it shall not have completed the Transfer of all the shares of Common Stock of the Remaining Holders in accordance with this Section 5.6(b), Endo LLC shall return to each of the Remaining Holders all certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 5.6(b). Promptly (ybut in no event later than 5 days) each Class A Member after the consummation of the Transfer of Common Stock of Endo LLC and Remaining Holders pursuant to this Section 5.6(b), Endo LLC shall only be obligated to provide representations, warranties, covenants or indemnities give notice thereof to the extent all Remaining Holders, shall remit to each of the Remaining Holders the total consideration in respect of the shares of Common Stock of such Remaining Holder which were so transferred, and shall furnish such other Members are similarly obligated; evidence of the completion and (z) any escrow or other holdback time of proceeds shall completion of such Transfer and the terms thereof as may be allocated on a pro rata basis among the applicable Membersreasonably requested by such Remaining Holders.

Drag-Along Rights. If the Rxxx Members propose to sell all of their Units and Preferred Units and/or stock and/or units in RPH (aor any successive equity interests in successors of RPH) Subject to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of and/or all of the assets Company’s units and/or stock in Consolidated Container Company LLC (or its successor) and the Suiza Member has not exercised its right to buy or to sell the maximum amount permitted pursuant to Section 11.5 (to the extent the Suiza Member has rights under Section 11.5 in respect of such sale) within the time periods required, then the Rxxx Members shall have the right (but not the obligation) to require the Suiza Member and all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to participate in such Drag-Along Transactionsale, including as the case may be, by requiring the Suiza Member and will take or cause all other Members to sell their Units and Preferred Units to the proposed purchaser, on the same terms as have been offered by such purchaser to the Rxxx Members. The election by the Rxxx Members to require the Suiza Member and all other Members to participate in such sale shall be exercisable by the Rxxx Members (to the extent the Suiza Member has rights under Section 11.5 in respect of such sale) within thirty days after the date on which the Suiza Member notifies the Rxxx Members of its election not to purchase the Units and/or Preferred Units and/or stock and/or units proposed to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed sold by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along TransactionRxxx Members, and in no the event shall any Member other than that the Common Units Member Rxxx Members do not elect to do so within such thirty days, the Rxxx Members will be responsible for any liabilities or indemnities in connection with deemed conclusively to have waived such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to right. To the extent the Suiza Member does not have rights under Section 11.5 in respect of such sale, the Rxxx Members may exercise their election to require the Suiza Member and all other Members are similarly obligated; to participate in such sale at any time. Notwithstanding anything to the contrary elsewhere herein, Sections 7.2 and (z) any escrow or other holdback 7.3 shall not apply to prevent the Rxxx Members from exercising their rights under this Section 11.6. For purposes of proceeds this Section 11.6 and with respect to the Rxxx Members’ drag along rights as set forth herein, “Suiza Members” shall be allocated on a pro rata basis among the applicable Membersdeemed to include any employee optionee who exercises options to acquire Units pursuant to Company option plans.

Drag-Along Rights. (a) Subject to 4.1 If the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member Investor elects to consummatesell all or substantially all of the Equity Securities of the Company held by them to a third party not affiliated with the Company or with the Investor (a “Trade Sale”), or the Investor shall have the right to cause the holders of Common Shares to sell all of the then outstanding Common Shares, Series A Preferred Shares and all options, warrants or other rights to acquire any such shares then held by them to such third party on the same terms and conditions as are applicable to the sale of such equity securities held by the Investor when the price based on the equity valuation of the Company equal to consummate, or greater than US$150,000,000 post money valuation (the “Drag Along Election”). The Drag Along Election shall include the right on the part of the Investor to cause the holders of Common Shares to approve a sale of assets, merger, consolidation, corporations or exchange or reorganization of the Company with or into any other corporations, corporation or other entity (excluding any merger effected exclusively for the purpose of changing the domicile of the Company), or any other transaction or series of related transactions, in which the shareholders of the Company immediately prior to such reorganization, merger or consolidation own less than fifty percent (50%) of the voting power of the surviving entity, or a sale, conveyance or other disposition of all or substantially all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company to a third party (each, each a “Drag-Along Sale Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none in no event shall a holder of Common Shares be obligated to undertake the foregoing if the distribution of consideration received by the shareholders upon consummation of the transactions described Sale Transaction is not in clauses accordance with the liquidating distribution requirements set forth in the Company’s then-current Memorandum of Association. The Investor may exercise the Drag-Along Election by providing written notice of such election (xthe “Drag-Along Notice”) or (y) to all holders of this sentence shall constitute Common Shares, including the name and address of the third party acquirer, the aggregate purchase price to be paid by such third party purchaser, the proposed date for the closing of such Sale Transaction, and the other material terms and conditions of such Sale Transaction. Upon receipt of a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will Notice, each holder of Common Shares shall execute and deliver such instruments of conveyance and transfer and take such other action, including executing any applicable mergerpurchase agreements, asset purchasemerger agreements, security purchaseindemnity agreements, recapitalization escrow agreements or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities related documents as the Common Units Member agrees Investor or the acquirer in such Sale Transaction may reasonably require in order to make in connection with carry out the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach terms and provisions of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersthis Section 4.

Drag-Along Rights. (a) Subject If any Stockholder, or two (2) or more Stockholders acting in concert with respect to the limitations Transfer of their shares of Common Stock, and conditions set forth in this Section 3.7, Section 6.14 such Stockholder’s or Stockholders’ respective Affiliates (the “Selling Stockholder(s)”) that collectively own at least a majority of the then outstanding shares of Common Stock receives an offer from a third party (excluding the Company and Article V its Subsidiaries and Article XI, Affiliates of such Stockholder or Stockholders) (xa “Third Party”) to purchase all (or no less than 90% if the remaining shares are to be re-invested in a “roll-over” transaction with the consent of the Third Party) of the outstanding shares of Common Units Member elects Stock (whether pursuant to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including mergerstock, consolidation, equity purchase, sale of assets a merger or otherwise), and such offer is accepted by the Selling Stockholder(s) following (the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent then each Stockholder and Warrantholder hereby agrees that, if requested to do so by such Selling Stockholder(s) pursuant to a Drag-Along TransactionNotice, it will Transfer all of its shares of Common Stock (or, in the case of Warrantholders, all shares of Common Stock issuable upon exercise of its Warrants) to such Third Party at the same price per share and upon the same terms and conditions (including time of payment, form of consideration or option to elect form of consideration) so accepted by the Selling Stockholder(s), including making the same representations, warranties, covenants, indemnities and agreements that the Selling Stockholder(s) agrees to make (except that, in the case of representations and warranties pertaining specifically to the Selling Stockholder(s), each other Stockholder and Warrantholder shall make the comparable representations and warranties pertaining specifically to itself, and will take except that no Stockholder or cause Warrantholder shall have to make representations and warranties with respect to the Company, and except that, in the case of covenants or agreements capable of performance only by certain Stockholders or Warrantholders, such covenants or agreements shall be taken made only by such certain Stockholders or Warrantholders, as the case may be). All representations, warranties, covenants, agreements and indemnities made by the Stockholders and Warrantholders pertaining specifically to themselves shall be made by each of them severally and not jointly; provided that each Stockholder and Warrantholder shall be severally (but not jointly) liable for breaches of representations, warranties, covenants and agreements of or, in the case of representations and warranties pertaining to the Company and its Subsidiaries and for indemnification obligations arising out of or relating to any such breach or otherwise pertaining to the Company and its Subsidiaries, on a pro rata basis (based on the number of shares of Common Stock sold by each Selling Stockholder and each of the other Stockholders and Warrantholders), such liability of each such Stockholder or Warrantholder not to exceed such Stockholder’s or Warrantholder’s pro rata portion of the proceeds of the sale actually paid to all other actions, reasonably necessary Stockholders and Warrantholders; provided further that no such Stockholder or desirable Warrantholder shall be required to cause enter into a non-competition covenant. If the consummation of Selling Stockholder(s) accepts such Drag-Along Transaction on and desires that the terms proposed by the other Stockholders and Warrantholders Transfer their shares of Common Units Member, including entering into a customary registration rights agreement in connection with a public offering Stock (or shares of Common Stock issuable upon exercise of the Company; provided, however, that none of the transactions described in clauses (xWarrants) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, such Selling Stockholder(s) shall give written notice to all other Stockholders and in no event shall any Member other than Warrantholders of the Common Units Member be responsible for any liabilities or indemnities in connection with proposed Drag-Along Transaction (“Drag-Along Notice”) at least thirty (30) days prior to the proposed consummation of such Drag-Along Transaction in excess Transaction, which Drag-Along Notice shall specify the name and address of the proceeds received by such Member in Third Party, the form and amount of consideration to be paid to the Stockholders and Warrantholders and any other material terms and conditions of the Drag-Along Transaction; (y) each Class A Member shall only . The Drag-Along Notice may, at the election of the Selling Stockholder(s), be obligated to provide representations, warranties, covenants or indemnities given to the extent all Company which shall, on behalf of the Selling Stockholder(s), give such notice to the other Members are similarly obligated; Stockholders and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersWarrantholders.

Drag-Along Rights. (a) Subject In the event that the Shareholders or the Investors receive an offer from any Person to purchase all, but not less than all, of the shares of Common Stock (including shares issuable upon exercise of all outstanding options and Warrants) or the Company receives an offer to sell or otherwise dispose of all or substantially all of its assets or to merge with or into or consolidate with another Person and the Board of Directors have accepted and approved such offer, and received an opinion from a nationally-recognized investment banking firm to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects effect that such offer is fair from a financial point of view to consummate, or to cause the Company and its Shareholders, then each Initial Shareholder, each Management Shareholder, each Investor, the Trustees and the Escrow Agent shall be obligated to consummate, a sale of all and shall upon the written request of the assets or all Board of the equity interests in the Company by whatever means Directors: (including mergeri) sell, consolidationtransfer and deliver, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken sold, transferred and delivered, to the purchaser or acquiror ("Buyer"), all shares of Common Stock then owned by each of them (including for this purpose all of the shares that then presently or as a result of any such transaction may be acquired upon the exercise of options and Warrants (net of the exercise price therefor)) on substantially identical terms (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities, as well as the relative preferences and priorities of any preferred stock then outstanding); and (ii) execute and deliver such instruments of conveyance and transfer, on terms no less favorable than other actionsShareholders or the Investors, and take such other action, including voting such shares of Common Stock in favor of any such transaction and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Board of Directors and Buyer may reasonably necessary or desirable require in order to cause the consummation of such Drag-Along Transaction on carry out the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) and provisions of this sentence Subsection 3.4; PROVIDED that no party hereto shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to execute any non-competition indemnity or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against similar agreement rendering such representation or warranty; (v) no Member shall be party personally liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction amount in excess of the proceeds to be received by such Member in Person from such transaction; PROVIDED, FURTHER, that, notwithstanding the Drag-Along Transaction; foregoing, no Investor shall be obligated to transfer any Common Stock or Warrants or other securities of the Company beneficially owned or held of record by it pursuant to this Subsection 3.4 or otherwise to comply with this Subsection 3.4 unless each of the following conditions is satisfied: (A) the closing of the proposed transaction occurs after the second anniversary of the Date of Issuance, (B) the sum of (x) the gross proceeds to be received by such Investor from the proposed transaction plus (y) each Class A Member shall only be obligated the total amount of interest and principal actually received by such Investor after the Date of Issuance and through the date of the proposed transaction on the Notes held by it would allow such Investor to provide representationsrealize a so called "cash-on-cash return" of at least $100,000,000, warranties, covenants (C) the terms of such transaction applicable to any Common Stock beneficially owned or indemnities held of record by the Initial Shareholders or the Management Shareholders are no more or less favorable than the terms of such offer applicable to the extent all other Members are similarly obligated; Common Stock or Warrants beneficially owned or held of record by the Investors (including with respect to the amount and nature of consideration and time of receipt thereof), and (zD) any escrow or the Initial Shareholders, the Management Shareholders and their respective Permitted Transferees receive no benefits in connection with such transaction other holdback than payment for their respective shares of proceeds shall be allocated Common Stock on a pro rata the same basis among as the applicable MembersInvestors.

Drag-Along Rights. (a) Subject to the limitations and conditions set forth in this Section 3.7If, Section 6.14 and Article V and Article XIat any time, (xi) if the Board, (ii) the Majority-in-Interest of the Common Unit Holders and (iii) the holders of a majority in voting power of the outstanding Common Units (including the Common Units Member elects to consummateissued or issuable upon conversion of Preferred Units) (the Members described in clauses (ii) and (iii), or to cause the “Selling Investors”), approve in writing a Sale of the Company to consummatean Independent Third Party, a sale the Board shall notify the Members and Economic Owners in writing of all such proposed Sale of the assets or all of Company. Upon request by the equity interests in Selling Investors, each Member and Economic Owner and the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transactionand raise no objections to the proposed Sale of the Company, and will take or cause to be taken all other actions, actions reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering Sale of the Company; provided, however, that none and if such Sale of the transactions described in clauses Company is structured as (xi) a merger or (y) consolidation of this sentence shall constitute the Company or a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute Company Asset Sale, each Member shall, and hereby does, waive any applicable mergerdissenter’s rights, asset purchase, security purchase, recapitalization appraisal rights or other agreement negotiated by the Common Units Member similar rights in connection with such Drag-Along Transaction; providedmerger, that consolidation or sale, or (vii) a sale of Units, each Member shall, and hereby does, agree to sell their Units on the terms and conditions of the Sale of the Company. All Members shall make bear their pro rata share (based upon proceeds received in respect of their Units) of the same representations transaction costs in the Sale of the Company to the extent such costs are incurred for the benefit of all Members and warranties, covenants are not otherwise paid by the Company or the acquiring party. Costs incurred by Members on their own behalf shall not be considered costs of the transaction. The obligations of the Members and indemnities Economic Owners pursuant to this Section 8.4(a) with respect to a Sale of the Company are subject to the following conditions: (w) the consideration payable upon consummation of such Sale of the Company to all of the Members and Economic Owners shall be allocated among the Members and Economic Owners as set forth in Section 4.7; provided that if the Common Company does not elect to redeem all of the Class F Preferred Units Member agrees to make in connection with the Drag-Along TransactionSale of the Company, except that the Class F Preferred Unit Holders shall have the right to receive the payment set forth in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against clause (1) below upon consummation of such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business Sale of the Company in connection with lieu of the Drag-Along Transaction shall payment of the portion of the transaction consideration to which they would otherwise be shared by entitled that relates to the Class F Unpaid Accrued Dividends, (x) except as set forth in the proviso in clause (w) and except as set forth in clause (z), upon the consummation of the Sale of the Company, all of the Members pro rata on a several but not joint basis in proportion to and Economic Owners shall receive the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess same form of consideration per Unit of the proceeds received by such Member in the Drag-Along Transaction; same class or other equity interest, (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities with respect to the extent all other Members are similarly obligated; Blockers, such Sale of the Company shall satisfy Section 8.4(d), and (z) with respect to Cigna, if the acquirer in such Sale of the Company is a Designated Person, Cigna’s consideration in such transaction must be paid in cash in an amount equal to the fair market value of the transaction consideration to which Cigna would otherwise have been entitled in accordance with clause (y) if this clause (z) were disregarded, with the fair market value of any escrow non-cash transaction consideration to be reasonably agreed between Cigna and the Board, in each case acting in good faith. The Company shall not enter into any agreement for a transaction constituting a Sale of the Company unless (1) such agreement provides for the payment in cash to the Class F Preferred Unit Holders of an amount no less than the full amount of the aggregate Class F Unpaid Accrued Dividends pursuant to the terms set forth above, and (2) the acquiring or other holdback surviving Person in such Sale of proceeds the Company represents or covenants, in form and substance reasonably satisfactory to the Board acting in good faith, that at the closing of such Sale of the Company such Person shall be allocated on a pro rata basis among have sufficient funds to consummate such Sale of the applicable MembersCompany and effect such payment.

Drag-Along Rights. (a) Subject If any member or members of the Kelso Group shall, individually or collectively, propose to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale Transfer xx xxast 75% of all shares of Company Stock collectively owned by the Kelso Group at the time of the assets or all of the equity interests transaction in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made question to a Third Parxx, xhen (in addition to the rights of the Management Stockholders, the Third Party on an arm’s-length basis. The Members will execute any applicable mergerInvestors, asset purchaseand their respective Permitted Transferees to participate in such Transfer pursuant to Section 6.5(a) hereof) the members of the Kelso Group, security purchasemay, recapitalization or other agreement negotiated at their option, require the Management Stockholderx, xxe Third Party Investors, and their respective Permitted Transferees (collectively, the "Remaining Holders") to include in such Transfer to the Third Party such number of shares of Company Stock owned by each of them, as determined in accordance with this Section 6.5(b); provided that if the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make members of the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with Kelso Group send the Drag-Along TransactionNotice referred to below, except Section 6.5(x) xhall not apply to the Transfer. The members of the Kelso Group shall give written notice (the "Drag- Along Notice") of txx xxercise of their rights pursuant to this Section 6.5(b) to each of the Remaining Holders, setting forth the sales price consideration per share to be paid by the Third Party and the other material terms and conditions of such transaction, including the number of shares to be included therein. The Drag-Along Notice shall state that in no event the Remaining Holders shall any Member be required to agree participate in the proposed Transfer of shares to the Third Party according to the terms and conditions of this Section 6.5(b) and for the same type of consideration and for an amount of consideration per share not less than that offered to any non-competition member of the Kelso Group by the Third Party and on terms and conditions (other thax, xx the case of members of the Kelso Group, any management, advisory or non-solicitation covenant in connection with transaction fees payable to xxxx or their affiliates) no less favorable to such Remaining Holders than the terms and conditions offered to any member of the Kelso Group by the Third Party. Within 15 days following the receipt xx xxe Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business Notice, each of the Company in connection with Remaining Holders shall deliver to a representative of the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member Kelso Group designated in the Drag-Along TransactionNotice certificates represenxxxx all shares of Company Stock held by such Remaining Holder, and in no event shall any Member duly endorsed, together with all other than the Common Units Member documents required to be responsible for any liabilities or indemnities executed in connection with such Drag-Along Transaction in excess transaction. In the event that any Remaining Holder should fail to deliver such certificates to the Kelso Group, the Company shall cause the books and records of the proceeds received Comxxxx to show that such shares are bound by the provisions of this Section 6.5(b) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Company Stock equal to the product of (x) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Company Stock owned by such Member Remaining Holder, and the denominator of which shall be the total number of shares of Company Stock owned by the Kelso Group plus the total number of shares of Company Stock owned by xxx Remaining Holders in the aggregate. The maximum number of shares of Company Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 6.5(b) shall be the total number of shares of Company Stock then owned by such Remaining Holder. If, within 90 days after the members of the Kelso Group gave the Drag-Along TransactionNotice, they shall not have completed xxx Transfer of all the shares of Company Stock of the Kelso Group and the Remaining Holders in accordance with this Section 0.0(b), the Kelso Group shall return to each of the Remaining Holders all certifixxxxx representing shares of Company Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 6.5(b); (yprovided that the Kelso Group shall be permitted, but not obligated, to complete the saxx xx all non-defaulting Remaining Holders if one or more of the Remaining Holders default; provided further that completion of the sale by the Kelso Group and/or such Remaining Holders shall not relieve a defaultxxx Xemaining Holder of liability for its breach. The obligations of the Remaining Holders pursuant to this Section 6.5(b) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities are subject to the extent all other Members are similarly obligated; and (z) any escrow or other holdback satisfaction of proceeds shall be allocated on a pro rata basis among the applicable Members.following conditions:

Drag-Along Rights. Upon the election by the Members (a“Electing Members”) Subject pursuant to the limitations and conditions set forth in Section 5.1.4 of this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects Agreement to consummate, or to cause consummate a Sale of the Company to consummate, or a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering Electing Members’ Interests of the Company (eachcollectively, a “Drag-Along Sale Transaction”)) and provided that the purchaser is a bona fide third-party and the price, terms and condition for the other Members will consent to such Drag-Along TransactionSale Transaction are identical for each Member, and will then: Each Member shall take or cause to be taken all other actions, reasonably necessary or desirable to cause action within such person’s control (including, without limitation, the consummation removal and election of Managers and the execution of written consents in lieu of meetings) such Drag-Along Transaction on the terms proposed that any proposal or resolution requested by the Common Units Member, including entering into a customary registration rights agreement such Members in connection with a public offering of therewith shall be implemented by the Company; providedIf the Members are entitled to vote on any such matter, howeverwhether by law, that none under the Company’s code or regulations or otherwise, all of the transactions described Interests over which such Member has voting control shall be voted in clauses (x) favor of the proposal or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member resolution in connection with such Drag-Along Sale Transaction; providedEach Member will consent to and raise no objections against such Sale Transaction; If such Sale Transaction is structured as a sale of Interests, that (v) each Member shall make sell the same representations Interests held by him, her or it on the terms and warrantiesconditions approved by the Board and the Electing Members; and, covenants Each Member will take all action necessary and indemnities as the Common Units Member agrees to make desirable in connection with the Drag-Along consummation of the Sale Transaction, except that in no event including, without limitation, the waiver of all appraisal or dissenter’s rights available to any such Member under applicable law. Each Member will bear its pro rata share (based upon the number of Interests held on a fully diluted basis) of the cost of any sale of Interests pursuant to a Sale Transaction to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Company or the acquiring party. Costs incurred by Members on their own behalf will not be considered costs of the transaction hereunder. Notwithstanding the foregoing, a Member (i) shall any Member not be required to agree to any non-competition give disproportionately greater or non-solicitation covenant in connection with more onerous representations, warranties, indemnities or covenants than the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warrantyElecting Members; (vii) no Member shall only make representations, warranties, indemnities and covenants severally and in its capacity as a member concerning its valid ownership of interests of the Company, free of all liens, and its authority, power, and right to enter into and consummate such purchase and sale without violating any other agreements to which it is a party or its assets are bound; (iii) shall not be liable for the breach obligated to bear more than its pro rata share of any covenants of expenses or any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any indemnification liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion up to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the net cash proceeds received by such Member in connection with the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; sale and (ziv) shall provide any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Memberscustomary restrictive covenants required in connection with such Sale Transaction.

Drag-Along Rights. (a) Subject If any member or members of the Xxxxx Group ----------------- shall, individually or collectively, propose to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale Transfer at least 75% of all shares of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed Stock collectively owned by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made Xxxxx Group to a Third Party, then (in addition to the rights of the Management Stockholders, the Third Party on an arm’s-length basis. The Members will execute any applicable mergerInvestors, asset purchaseand their respective Permitted Transferees to participate in such Transfer pursuant to Section 6.5(a) hereof) the Xxxxx Group may, security purchaseat its option, recapitalization or other agreement negotiated require the Management Stockholders, the Third Party Investors, and their respective Permitted Transferees (collectively, the "Remaining Holders") to include in such Transfer to the Third Party such number of shares of Common Stock owned by each of them, as determined in accordance with this Section 6.5(b); provided -------- that if the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with Xxxxx Group sends the Drag-Along TransactionNotice referred to below, except Section 6.5(a) shall not apply to the Transfer. The Xxxxx Group shall send written notice (the "Drag-Along Notice") of the exercise of their rights pursuant to this Section 6.5(b) to each of the Remaining Holders, setting forth the sales price consideration per share to be paid by the Third Party and the other material terms and conditions of such transaction. The Drag-Along Notice shall state that in no event the Remaining Holders shall any Member be required to agree participate in the proposed Transfer of shares to the Third Party according to the terms and conditions of this Section 6.5(b) and for the same type of sales price consideration and for an amount of sales price consideration per share not less than that offered to any non-competition or non-solicitation covenant in connection with member of the Xxxxx Group by the Third Party. Within 15 days following the receipt of the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business Notice, each of the Company in connection with Remaining Holders shall deliver to a representative of the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member Xxxxx Group designated in the Drag-Along TransactionNotice certificates representing all shares of Common Stock held by such Remaining Holder, and in no event shall any Member duly endorsed, together with all other than the Common Units Member documents required to be responsible for any liabilities or indemnities executed in connection with such Drag-Along Transaction in excess transaction. In the event that any Remaining Holder should fail to deliver such certificates to the Xxxxx Group, the Company shall cause the books and records of the proceeds received Company to show that such shares are bound by the provisions of this Section 6.5(b) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (x) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Common Stock owned by such Member Remaining Holder, and the denominator of which shall be the total number of shares of Common Stock owned by the Xxxxx Group plus the total number of shares of Common Stock owned by all Remaining Holders in the aggregate. The maximum number of shares of Common Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 6.5(b) shall be the total number of shares of Common Stock then owned by such Remaining Holder. If, within 90 days after the Xxxxx Group gave the Drag-Along TransactionNotice, they shall not have completed the Transfer of all the shares of Common Stock of the Remaining Holders in accordance with this Section 6.5(b), the Xxxxx Group shall return to each of the Remaining Holders all certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 6.5(b); (yprovided that the Xxxxx Group shall be permitted, but not obligated, to complete -------- the sale by all non-defaulting Remaining Holders if one or more of the Remaining Holders default; provided further that completion of the sale by the Xxxxx Group -------- ------- and/or such Remaining Holders shall not relieve a defaulting Remaining Holder of liability for its breach. The obligations of the Remaining Holders pursuant to this Section 6.5(b) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities are subject to the extent all other Members are similarly obligated; and (z) any escrow or other holdback satisfaction of proceeds shall be allocated on a pro rata basis among the applicable Members.following conditions:

Drag-Along Rights. (a) Subject If any member or members of the THL Group shall, individually or collectively, propose to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale Transfer at least 75% of all shares of Common Stock collectively owned by the THL Group at the time of the assets or all of the equity interests transaction in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made question to a Third Party, then (in addition to the rights of the Management Securityholders, the Third Party on an arm’s-length basis. The Members will execute any applicable mergerInvestors, asset purchaseand their respective Permitted Transferees to participate in such Transfer pursuant to Section 6.4(a) hereof) the members of the THL Group, security purchasemay, recapitalization or other agreement negotiated at their option, require the Management Securityholders, the Third Party Investors, and their respective Permitted Transferees (collectively, the "Remaining Holders") to include in such Transfer to the Third Party such number of shares of Common Stock owned by each of them, as determined in accordance with this Section 6.4(b); provided that if the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make members of the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with THL Group send the Drag-Along TransactionNotice referred to below, except Section 6.4(a) shall not apply to the Transfer. The members of the THL Group shall give written notice (the "Drag-Along Notice") of the exercise of their rights pursuant to this Section 6.4(b) to each of the Remaining Holders, setting forth the sales price consideration per share to be paid by the Third Party and the other material terms and conditions of such transaction, including the number of shares to be included therein. The Drag-Along Notice shall state that in no event the Remaining Holders shall any Member be required to agree participate in the proposed Transfer of shares to the Third Party according to the terms and conditions of this Section 6.4(b) and for the same type of consideration and for an amount of consideration per share not less than that offered to any non-competition member of the THL Group by the Third Party and on terms and conditions (other than, in the case of members of the THL Group, any management, advisory or non-solicitation covenant in connection with transaction fees payable to them or their affiliates) no less favorable to such Remaining Holders than the terms and conditions offered to any member of the THL Group by the Third Party. Within 15 days following the receipt of the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business Notice, each of the Company in connection with Remaining Holders shall deliver to a representative of the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member THL Group designated in the Drag-Along TransactionNotice certificates representing all shares of Common Stock held by such Remaining Holder, and in no event shall any Member duly endorsed, together with all other than the Common Units Member documents required to be responsible for any liabilities or indemnities executed in connection with such Drag-Along Transaction in excess transaction. In the event that any Remaining Holder should fail to deliver such certificates to the THL Group, the Company shall cause the books and records of the proceeds received Company to show that such shares are bound by the provisions of this Section 6.4(b) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (x) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Common Stock owned by such Member Remaining Holder, and the denominator of which shall be the total number of shares of Common Stock owned by the THL Group plus the total number of shares of Common Stock owned by all Remaining Holders in the aggregate. The maximum number of shares of Common Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 6.4(b) shall be the total number of shares of Common Stock then owned by such Remaining Holder. If, within 90 days after the members of the THL Group gave the Drag-Along TransactionNotice, they shall not have completed the Transfer of all the shares of Common Stock of the THL Group and the Remaining Holders in accordance with this Section 6.4(b), the THL Group shall return to each of the Remaining Holders all certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 6.4(b); (yprovided that the THL Group shall be permitted, but not obligated, to complete the sale by all non-defaulting Remaining Holders if one or more of the Remaining Holders default; provided further that completion of the sale by the THL Group and/or such Remaining Holders shall not relieve a defaulting Remaining Holder of liability for its breach. The obligations of the Remaining Holders pursuant to this Section 6.4(b) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities are subject to the extent all other Members are similarly obligated; and (z) any escrow or other holdback satisfaction of proceeds shall be allocated on a pro rata basis among the applicable Members.following conditions:

Drag-Along Rights. (a) Subject to For so long as the limitations and conditions set forth Sponsors directly or indirectly hold, in this Section 3.7the aggregate, Section 6.14 and Article V and Article XI, greater than forty percent (x40%) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets outstanding Company Shares and one or all of the equity interests more Sponsors agree to enter into a transaction which would result in the Company by whatever means Transfer of greater than forty percent (including merger, consolidation, equity purchase, sale of assets or otherwise40%) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company Shares to a non-Affiliate third party (each, a “Drag-Along TransactionBuyer”), such Sponsor(s) (the “Selling Stockholders”) may compel each other Members will consent to such Stockholder (together, the “Drag-Along Transaction, and will take or cause Stockholders”) to be taken all other actions, reasonably necessary or desirable sell its Company Shares by delivering written notice (a “Drag-Along Notice”) to cause the Drag-Along Stockholders not later than three (3) Business Days prior to the consummation of the proposed Transfer, stating that such Selling Stockholders wish to exercise their rights under this Section 4.05 with respect to such Transfer, and setting forth the name and address of the Drag-Along Transaction on Buyer, the number and class(es) of Company Shares proposed to be Transferred, the proposed amount and form of the consideration, and all other material terms proposed and conditions offered by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the CompanyDrag-Along Buyer; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute if a Drag-Along Transaction unless it is made Stockholder (or in the case of Co-Invest, Co-Invest II or Co-Invest III, their respective members) advise the Sponsors that they desire to participate in such transaction without having to be compelled, the Company Shares that would be Transferred by such Drag- Along Stockholder (or in the case of Co-Invest, Co-Invest II or Co-Invest III, their respective members) to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that Buyer may be included in determining whether or not a proposed transaction would result in the Transfer of greater than forty percent (v40%) each Member shall make of the same representations and warranties, covenants and indemnities as Company Shares to the Common Units Member agrees to make in connection with the extent a Drag-Along TransactionStockholder consents to such treatment, except and provided further, that in no event shall any Member be required order for one Sponsor to agree to any nonexercise its drag-competition or non-solicitation covenant in connection with along rights under this Section 4.05, it must receive the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business consent of the Company in connection other Sponsor, such consent being required for so long as such other Sponsor, together with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transactionits Affiliates, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess beneficially owns at least five percent (5%) of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersoutstanding Company Shares.

Drag-Along Rights. (a) Subject For so long as ACME Parent, together with its Affiliates, beneficially owns at least a majority of the outstanding Common Stock of the Company, if, at any time prior to the limitations consummation of an Initial Public Equity Offering by ACME Parent or any of its Subsidiaries (including the Company), ACME Parent, together with its Affiliates, determines to sell all of the Common Stock of the Company beneficially owned by ACME Parent and conditions its Affiliates to a Person other than an Affiliate of ACME Parent or an underwriter in an Initial Public Equity Offering of the Company, ACME Parent shall have the right to require the holders of Registrable Membership Units and Convertible Preferred Units to sell such Membership Units and Convertible Preferred Units to such transferee; PROVIDED that the consideration to be received by such holders is the same as that to be received by ACME Parent and its Affiliates and, in any event, shall be cash and/or securities registered under the Securities Act and listed on a national security exchange or authorized for quotation on the NASDAQ National Market System and (b) after giving effect to such transaction, ACME Parent and its Affiliates shall not beneficially own, directly or indirectly, any Common Stock of the Company. Any (i) Registrable Membership Units purchased pursuant to this Section 4.2 (a "Drag Along Purchase") shall be purchased at the same price per Membership Unit and (ii) each Convertible Preferred Unit purchased pursuant to a Drag Along Purchase shall be purchased at a price equal to the product of (x) the purchase price per Registrable Membership Unit set forth in clause (i) of this Section 3.74.2 and (y) the number of Membership Units issuable upon conversion of such Convertible Preferred Unit on the closing date of the Drag Along Purchase and, Section 6.14 in each case, upon the same terms and Article V conditions of such proposed transfer by ACME Parent and Article XIits Affiliates. Immediately prior to the closing of the Drag Along Purchase, each Holder of a Convertible Debenture shall have the right to require the transferee to purchase such Convertible Debenture at a purchase price equal to the product of (x) if the Common Units Member elects consideration per Registrable Membership Unit to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests be paid in the Company Drag Along Purchase by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or transferee and (y) if the Common number of Registrable Membership Units Member elects issuable upon conversion of such Convertible Debenture. In addition, the transferee in the Drag Along Purchase shall have the right to cause require each holder of a public offering Convertible Debenture which is unconverted as of the Company (each, a “Drag-closing of the Drag Along Transaction”), the other Members will consent Purchase to sell such Convertible Debenture to such Drag-Along Transaction, and will take or cause transferee at a purchase price equal to be taken all other actions, reasonably necessary or desirable to cause the consummation principal amount of such Drag-Along Transaction on Convertible Debenture plus accrued and unpaid interest to the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering date of closing of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Drag Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersPurchase.

Drag-Along Rights. (a) Subject to If at any time the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member Board elects to consummate, or to cause consummate a Sale of the Company to consummateany Independent Third Party in a bona fide arm's-length transaction and such transaction is approved by a Majority-in-Interest of the Members as set forth herein (a "Drag Along Sale"), a sale of the Board shall notify all of the assets or all Unit Holders in writing setting forth in reasonable detail the terms and conditions of such Drag Along Sale and each Unit Holder shall, upon the written request of the equity interests in the Company by whatever means (including mergerBoard, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-and raise no objections to the proposed Drag Along TransactionSale, and will take or cause to be taken all other actions, actions reasonably necessary or desirable to cause the consummation of such Drag-Drag Along Transaction Sale; provided that, if a Drag Along Sale is structured such that any Member is given the option to transfer less than all of the Units owned by such Member (any such Member, a "Rollover Member"), then each Member shall have the right, but not the obligation, to transfer the same percentage of Units of each class held by such Member as is being transferred by such Rollover Member. Subject to the immediately preceding sentence, if the Drag Along Sale is structured as (i) a merger or consolidation, each Unit Holder will waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of Units (including by recapitalization, consolidation, reorganization, combination or otherwise), each Unit Holder will agree to sell all of its Units (and rights to acquire any Units) on the terms proposed and conditions approved by the Common Board. The obligations of the Unit Holders pursuant to this Section 7.6(a) with respect to a Drag Along Sale are subject to the following conditions: (x) the consideration payable upon consummation of such Drag Along Sale to all of the Unit Holders shall be allocated among the Unit Holders as set forth in Section 4.1(a), and (y) upon the consummation of the Drag Along Sale, all of the Unit Holders shall receive the same form of consideration per Unit of the same class or other equity interest. Each Unit Holder agrees to be bound by agreements with respect to indemnification or other obligations that the sellers of Units Member, including entering into a customary registration rights agreement are required to provide in connection with a public offering of the CompanyDrag Along Sale, amounts paid into escrow, amounts subject to holdbacks or amounts subject to post-closing purchase price adjustments, and agreements to appoint representatives; provided, however, that none (1) any such indemnification, escrow, holdback and adjustment obligations undertaken by any Unit Holder (A) shall be several and not joint in proportion to such Unit Holder's Units in the Company determined on the basis of such Unit Holder's Pro Rata Share as of the transactions described in clauses time of such Drag Along Sale, and (xB) or (y) shall not exceed the total amount of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated consideration received by the Common Units Member such Unit Holder in connection with such Drag-Drag Along Transaction; provided, that Sale (v) each Member shall make the same except with respect to representations and warrantieswarranties relating solely to such Unit Holder, covenants including title to any Units), and indemnities as the Common Units (2) no Member agrees to make in connection with the Drag-Along Transactionor any of his, except that in no event her or its Affiliates shall any Member be required to agree to enter into (A) any non-competition compete covenant in excess of two (2) years in duration and outside the geographic scope of the Restricted Territory and is no more restrictive than the covenant contained in Section 5.3 or (B) any non-solicitation covenant unless such non- solicitation covenant is otherwise subject to customary carve-outs for general advertising and hiring in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersrespect thereof.

Drag-Along Rights. (a) Subject to Section 7.1, if one or more Members (the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x“Selling Member(s)”) if the Common Units Member elects collectively seek to consummate, or to cause the Company to consummate, Transfer not less than a sale of all Supermajority of the assets Membership Interests (the “Supermajority Interest”) to a purchaser who is not a Member or all an Affiliate of a Member (a “Majority Purchaser”), the Selling Member(s), after obtaining the prior written consent of the equity interests in Management Committee, may, by giving twenty (20) days written notice to the Company by whatever means remaining Members (including mergerthe “Non-Selling Member(s)”), consolidation, equity purchase, sale of assets or otherwisedemand that the Non-Selling Member(s) following the Effective Date or (y) if the Common Units Member elects to cause Transfer a public offering pro rata portion of the Company Membership Interests which they own to the Majority Purchaser upon Transfer of the Interest to such Majority Purchaser (each, a the “Drag-Along TransactionOption”), . If the other Members will consent to such Selling Member(s) exercises its Drag-Along TransactionOption, the Non-Selling Member(s) shall be required to Transfer their Membership Interest to the Majority Purchaser at the same price and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the same terms proposed by and conditions under which the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of Selling Member(s) shall Transfer the CompanySupermajority Interest to the Majority Purchaser; provided, however, that none of the transactions described in clauses (x) no Member shall be required to assume any liability or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member obligation in connection with such Dragsale without its written consent except with respect to customary representations as to such Member’s title to the Membership Interest being transferred and the due authority and authorization, if necessary, to Transfer such Membership Interest. Each of the Non-Along Transaction; providedSelling Member(s) shall, that (v) each Member shall make at the same representations and warrantiesrequest of the Selling Member(s), covenants and indemnities as become a party to the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition purchase agreement or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable other agreement for the breach sale of any covenants of the Supermajority Interest, and, shall, among other things, join in any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersmade therein.

Drag-Along Rights. (a) Subject to the limitations and conditions on Transfer set forth in Section 7.1 and the right of first refusal of other Members set forth in Section 7.3 hereof, except as provided in the last sentence of this Section 3.77.5, Section 6.14 if a Member, other than any Minor Member (a "DRAG-ALONG INITIATOR"), determines to Transfer or exchange (in a business combination or otherwise) in one or a series of related bona fide arm's-length transactions (collectively, the "DRAG-ALONG TRANSACTION") to an unrelated and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of unaffiliated third party all of the assets or all of Units held by the equity interests in Drag-Along Initiator, then, upon thirty (30) days' written notice from the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following Drag-Along Initiator to the Effective Date or (y) if the Common Units Member elects to cause a public offering of other Members and the Company (each, a “Dragthe "DRAG-Along Transaction”ALONG NOTICE"), which notice shall include reasonable details of the proposed transaction, including the proposed time and place of closing and the consideration to be received by the Members (the "DRAG-ALONG CONSIDERATION"), each other Members will consent to such Drag-Along TransactionMember shall be obligated to, and will take shall sell, transfer and deliver, or cause to be taken sold, transferred and delivered, to such third party, all other actionsof his Units in the same transaction at the closing thereof (and will deliver the Units to be sold at the closing, reasonably necessary free and clear of all liens, claims, or desirable encumbrances except this Agreement); provided, HOWEVER, that, no Member shall be obligated to sell, transfer or deliver, or cause the consummation to be sold, transferred or delivered, any of such Member's Common Units in the event that the Drag-Along Transaction on the terms proposed Consideration to be received by the such Member for its Common Units Memberis less than, including entering into a customary registration rights agreement in connection with a public offering as of the Company; provided, however, that none date of the transactions described Drag-Along Notice, an Internal Rate of Return of 25% on such Member's Capital Contributions or, solely in clauses (x) the case of GE Capital, the Drag-Along Consideration to be received by GE Capital consists of any type of consideration other than cash or (y) of this sentence shall constitute cash equivalent. Notwithstanding the foregoing, the rights to force another Member to participate in a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree not apply to any non-competition Transfer resulting from the occurrence of an Involuntary Transfer or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersan Insolvency Event.

Drag-Along Rights. (a) Subject If at any time prior to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummateIPO, a sale of bona fide offer (a "Bona Fide Offer") is made by an independent third party to purchase all or substantially all of the Company's assets or equity securities, then if the Bona Fide Offer is received by a Securityholder, that Securityholder shall promptly notify the Company in writing of the terms, including price, and conditions of the Bona Fide Offer. Upon receipt of the notice from the Securityholder or, if the Bona Fide Offer is received by the Company directly from the independent third party, the Company, promptly shall notify (the "Company Notice") the Securityholders in writing of the Bona Fide Offer, specifying the terms, including price, and conditions of the Bona Fide Offer. The Securityholders owning at least two-thirds (2/3) of the shares of Common Stock on a fully-diluted basis owned by all of the equity interests in Securityholders on the Company by whatever means date of the Bona Fide Offer (including mergerthe "Two-Thirds Interest") shall have the option (the "Option"), consolidation, equity purchase, sale for a period of assets or otherwisethirty (30) following days from the Effective Date or (y) if the Common Units Member elects to cause a public offering date of receipt of the Company (eachNotice, a “Drag-Along Transaction”), to require the other Members will consent Company and the Securityholders to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause accept the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the CompanyBona Fide Offer; provided, however, that none the Company may elect instead to acquire all of the transactions described Securityholders' Securities (the "Securityholders' Equity") on the same terms, including price, and subject to the same conditions as specified in clauses the Bona Fide Offer (x) or (y) of this sentence except that the consideration payable to the Securityholders shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basisbe cash). The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated Any election by the Common Units Member in connection with such Drag-Along Transaction; provided, that (vCompany pursuant to this Section 7(b) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for at the breach direction of any covenants a two-thirds majority of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business members of the Board of Directors of the Company in connection with (the Drag-Along Transaction shall be shared by "Board")(with the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall Securityholders' Board representatives abstaining from any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities vote to the extent all other Members that they or their affiliates are similarly obligated; party to the Option election). Should the Two-Thirds Interest desire to exercise the Option, they shall notify the Company (the "Securityholders' Notice") in writing of their exercise of the Option prior to the expiration of the aforementioned thirty (30) day period. The Company shall have thirty (30) days from the date of receipt of the Securityholders' Notice to elect whether to acquire the Securityholders' Equity or accept the Bona Fide Offer. If the Company declines to acquire the Securityholders' Equity, the Securityholders hereby agree to effect the sale of their Securities (or, if the transaction is an asset sale, to effect the asset sale) pursuant to the Bona Fide Offer. If the Company elects to acquire the Securityholders' Equity, it shall consummate the acquisition of the Securityholders' Equity on or before the period expiring ninety (90) days from the date of the Company Notice. If the Company shall fail to consummate the acquisition of the Securityholders' Equity on or prior to the expiration of such period, then the Company and (z) any escrow or other holdback the Securityholders shall accept the Bona Fide Offer. If, however, the Bona Fide Offer has been withdrawn prior to such date due to the Company's inability to timely consummate the acquisition of proceeds the Securityholders' Equity, then the Securityholders shall have the election, in accordance with the procedures set forth herein, to require the Company and the Securityholders to accept the next Bona Fide Offer without the option of the Company to acquire the Securityholders' Equity in lieu of accepting the Bona Fide Offer. The acquisition by the Company of the Securityholders' Equity shall be allocated on a pro rata basis among for cash consideration. If the applicable MembersBona Fide Offer is accepted, the Securityholders shall be entitled to receive the same form of consideration as the Company's Other Securityholders.

Drag-Along Rights. (a) Subject From and after the time (if any) when the Board, upon the determination of a Majority in Interest of the Members, has informed each of the Members that a Majority in Interest of the Members desires to effectuate a sale or exchange of all of the limitations Company’s Units (a “Units Sale”), the Company and conditions each Member shall, subject to Section 8.03(c), (i) cooperate in good faith to effectuate such Units Sale, and (ii) consent to and raise no objections against, and take all necessary or desirable actions in connection with, the consummation of such Units Sale, including those reasonably requested by the Board. The drag-along rights set forth in this Section 3.7, Section 6.14 8.03 will apply to a Units Sale only if (i) such sale is to be made only pursuant to a definitive purchase and Article V and Article XI, (x) if the Common Units Member elects to consummate, sale agreement or to cause the Company to consummate, a sale of similar agreement setting forth all of the assets or material terms and conditions relative to such Units Sale, (ii) the Board delivers a copy of such agreement to all of the equity interests Members and other recognized holders of Units in accordance with Section 11.11 at least ten (10) days before the Company by whatever means (including merger, consolidation, equity purchase, sale of assets closing or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units MemberSale, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses and (xiii) or (y) of this sentence shall constitute a Drag-Along Transaction unless it such Units Sale is made to a Third Party on an arm’s-length basistransaction with a primary buyer that is not an Affiliate of any Representative or any Member owning a Majority in Interest of the Units, except that the conditions and restrictions in this clause (iii) shall not be applicable to any Units Sale whose terms are approved by a Majority in Interest of the Members that are not Affiliates of such Representative or such Member owning a Majority in Interest of the Units. The Members will execute any applicable mergerWithout limiting the generality of the foregoing, asset purchasesubject to the terms set forth in this Section 8.02, security purchase, recapitalization each Member or other agreement negotiated by the Common holder of Units Member hereby waives any dissenter’s rights, appraisal rights, or similar rights in connection with such Drag-Along Transaction; providedUnits Sale, that (v) and each Member shall make or other holder of Units agrees to sell or exchange any or all of his, her or its Units on the same representations terms and conditions approved by a Majority in Interest of the Members (including the making of all required customary representations, warranties, covenants covenants, indemnities and indemnities as the Common Units agreements). Further, each Member agrees to make in connection with the Drag-Along Transactionand shall, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess Units Sale, sell, assign, Transfer and convey his, her, or its Units free and clear of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent any and all other Members are similarly obligated; liens and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersencumbrances.

Drag-Along Rights. (a) Subject Prior to a Qualified IPO, at any time that the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if Company Security Holders that collectively own Company Securities that represent at least a majority of the votes entitled to be cast by all Common Units Member elects and Preferred Units convertible into Common Units (calculated as a single class on an as-converted to consummate, Common Unit basis) (the “Dragging Members”) desire or to cause propose that the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering enter into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none any of the transactions described in clauses subsections (xi) or through (yiii) of this sentence the definition of “Deemed Liquidation Event” set forth in Section‌ 1.1 with any Person or Persons that are not affiliated with any such Dragging Members or the Company (an “Approved Sale”), the Dragging Members shall constitute a have the right (the “Drag-Along Transaction unless it Right”), by providing notice of such Approved Sale to the Company, to require the Company and each Company Security Holder to comply with this Section 11 with respect to such Approved Sale. Each Company Security Holder, together with the Company, is made hereby obligated to a Third Party consent to, and raise no objections against, such Approved Sale, and each Company Security Holder is hereby obligated to sell its Company Securities on an arm’sthe terms and subject to the conditions approved by such Dragging Members. In furtherance of the foregoing, each Company Security Holder acknowledges that no Member shall be entitled to dissenters’ or appraisal rights under any circumstances and Section 18-length basis210 of the Act shall not apply. The Members will execute Company shall provide each such Company Security Holder with written notice of any Approved Sale at least fifteen (15) Business Days prior to the consummation thereof setting forth in reasonable detail the terms of such Approved Sale, including the class and number of shares of Company Securities to be sold (including the number of Units Equivalents represented thereby), the identity of the prospective Transferee(s), its applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated Per Unit Drag Price and form of consideration to be paid in respect of the Company Securities to be Transferred by the Common Units Member it in connection with such Drag-Along Transaction; providedApproved Sale, that (v) each Member and the date on which such Approved Sale is proposed to be consummated. The Company Security Holders shall make the same representations not be required to comply with, and warrantiesshall have no rights under, covenants Section 9 and indemnities as the Common Units Member agrees to make Section 12 in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersApproved Sale.

Drag-Along Rights. (a) Subject The Rights. So long as Apollo owns the Apollo Minimum, if (i) Apollo proposes a transaction involving the Transfer of Common Stock representing at least a majority of the outstanding Common Stock of the Company or a transaction involving the Transfer of a majority of the assets of the Company (whether through a stock sale, a merger, a recapitalization, a consolidation transaction, a transaction involving the transfer of the majority of the assets of the Company or otherwise), or (ii) Apollo proposes to Transfer any or all of its Preferred Stock, in each case, to any person (a "Prospective Purchaser"), other than a transfer (A) to a Permitted Transferee, or (B) to the limitations and conditions set forth in this Section 3.7public by means of a public offering, Section 6.14 and Article V and Article XI, then Apollo shall have the right (the "Drag-Along Right") to compel the remaining Stockholders (the "Drag-Along Stockholders") to sell (x) if the their shares of Common Units Member elects to consummateStock, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means case of (including mergeri) above, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if their shares of Preferred Stock, in the Common Units Member elects case of (ii) above, in each case, to cause the Prospective Purchaser for a public offering of consideration per share and on terms and conditions no less favorable to the Company (each, a “Drag-Along Transaction”)Stockholders than those Apollo is able to obtain (and in the case of a transfer of such shares or a transfer of assets of the Company, or other transaction requiring the other Members will consent to such vote of the Drag-Along TransactionStockholders, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such this Drag-Along Transaction on Right would entail the terms proposed by ability to require the Common Units Member, including entering into a customary registration rights agreement Drag-Along Stockholders to vote their shares in connection with a public offering favor of the Companytransaction and to tender their shares for the transaction consideration) for its Common Stock or Preferred Stock, as applicable; provided, however, that none any such transfer by a Drag-Along Stockholder does not violate applicable law. The number of shares subject to the transactions described in clauses Drag-Along Right shall be, as to each Drag-Along Stockholder, (x) a number of shares of Common Stock or Preferred Stock, as the case may be, that represents the same percentage of all shares of Common Stock or Preferred Stock owned by that Drag-Along Stockholder as the number of shares of Common Stock or Preferred Stock proposed to be transferred by Apollo represents as a percentage of all shares of Common Stock or Preferred Stock, as applicable, owned by Apollo (the "Pro Rata Portion") or (y) in the case of this sentence a Transfer of 80% or more of the outstanding Common Stock, such greater amount as designated by Apollo, in its sole and absolute discretion. Apollo shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with exercise the Drag-Along TransactionRight by giving written notice (the "Drag-Along Notice"), except that in no event shall any Member be required not less than 15 days prior to agree consummation of the transfer to any non-competition or non-solicitation covenant in connection with the Prospective Purchaser, to the Company and the Drag-Along Transaction Stockholders stating: (i) that they propose to effect such a transaction; (ii) the name and address of the Prospective Purchaser; (iii) the proposed purchase price per share of Common Stock or to make any representation Preferred Stock or warranty that would be inaccurate when made without for such assets; (iv) the ability to provide disclosure against Pro Rata Portion or, in the case of a Transfer of 80% or more of the outstanding Common Stock, such representation or warrantygreater amount as designated by Apollo; (v) no Member that all the Drag-Along Stockholders shall be liable obligated to sell their shares upon terms and conditions (subject to applicable law) no less favorable to the Drag-Along Stockholders than those Apollo is able to obtain for its shares, including entering into agreements with other persons on terms substantially identical to or more favorable to the Drag-Along Stockholders than those applicable to Apollo and obtaining any required consents; and (vi) in the case of a transfer, whether through a stock sale, a merger, a recapitalization, a consolidation transaction, a transaction involving the transfer of the majority of the assets of the Company or otherwise, of such shares or of such assets in a transaction requiring the vote of or tenders by the Drag-Along Stockholders, that all the Drag-Along Stockholders shall be obligated to vote in favor of such transaction and tender their shares for the breach transaction consideration. Each Drag-Along Stockholder affirms that its agreement to vote for the approval of any covenants the transaction with respect to the transfer of any other Member; (w) shares or assets to the Prospective Purchaser under this Section 5 is given as a condition of this Agreement and as such is coupled with an interest and is irrevocable. This voting agreement shall remain in no event shall any Member be required full force and effect throughout the time that this Section 5 is in effect. It is understood that this voting agreement relates solely to make representations the transaction with a Prospective Purchaser as described in this Section 5 and warranties does not constitute the agreement to vote or provide indemnities consent as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersmatters.

Drag-Along Rights. (a) Subject 4.1 To the extent the Corporation’s Board of Directors approves a Fundamental Transaction, the Corporation shall have the right to require all other Shareholders to consent to the limitations and conditions set forth in this Section 3.7Fundamental Transaction, Section 6.14 and Article V and Article XIincluding, without limitation, (xi) if becoming a party to any and all agreements to which CCRT becomes a party, including agreements providing for indemnification to which CCRT is subject; provided that (A) in no event shall a Shareholder be required to provide indemnification in an amount greater than such Shareholder’s pro rata share (based upon the Common Units Member elects to consummate, or to cause the Company to consummate, a sale Share Ownership Percentage of all such Shareholder) of the assets or total indemnification being provided by all of the equity interests in the Company by whatever means Shareholders and (including merger, consolidation, equity purchase, sale of assets or otherwiseB) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation Xxxxxxx Xxxxx shall receive copies of such Drag-Along Transaction on agreements and shall have the terms proposed by the Common Units Member, including entering into a customary registration rights agreement opportunity to review and negotiate in connection with a public offering of the Companygood faith such agreements; provided, however, that none CCRT’s failure to provide Xxxxxxx Xxxxx with such agreements or to provide Xxxxxxx Xxxxx with the opportunity to review and negotiate in good faith such agreements shall not relieve Xxxxxxx Xxxxx of the transactions described its obligations set forth in clauses (xii) or through (yiv) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transactionbelow and Section 4.3; provided, further, that CCRT shall control and have final determination with respect to such negotiations, which right shall not relieve Xxxxxxx Xxxxx of its obligations set forth in this clause (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warrantyi); (vii) no Member shall be liable for the breach voting all Shares held by such Shareholder or any of any covenants of any other Member; (w) its Affiliates in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business favor of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Fundamental Transaction; (yiii) each Class A Member shall only be obligated to provide representations, warranties, covenants delivering all Shares held by such Shareholder or indemnities to the extent all other Members are similarly obligatedany of its Affiliates; and (ziv) if the proposed Fundamental Transaction is a sale of less than all of the Shares, subject to Section 4.3 below, selling the same percentage of such Shareholder’s Shares as sold by CCRT; provided that any escrow or other holdback sale of proceeds Shares pursuant to this Section 4.1 shall be allocated on a pro rata basis among made at Fair Market Value; provided, further, that if Xxxxxxx Xxxxx xxxxx its Non-Voting Shares to another Person pursuant to clause (iv) above, such Person shall have the applicable Membersright to exchange, and the Corporation hereby agrees to exchange, such Non-Voting Shares into Voting Shares.

Drag-Along Rights. Prior to a sale by Majority Member of any of Majority Member’s Membership Interests to a third party purchaser (athe “Third Party Purchaser”), Majority Member must give Notice (the “Sale Notice”) Subject to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x) if the Common Units other Holders of Majority Member’s intent to sell Majority Member’s Membership Interests. Majority Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests may indicate Majority Member’s intention in the Company by whatever means Sale Notice to exercise Majority Member’s drag- along rights (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along TransactionNotification”). If Majority Member provides the other Holders with Drag-Along Notification, the other Holders shall be required to sell their Membership Interests to the Third Party Purchaser on the same terms and conditions as Majority Member, provided that the amount received by each Holder shall be equal to the amount the Holder would have received if the Company transferred all of its assets and liabilities to a third party in exchange for the total amount of consideration paid by the Third Party Purchaser (the “Buyout Price”), and the Company were then dissolved and its affairs wound up pursuant to Article XV. The Buyout Price shall not include the value of any employment, consulting or other Members will consent to such Drag-Along Transaction, contract between the Company and will take or cause to be taken a Holder. If the Third Party Purchaser purchases less than all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; providedMembership Interests, howeverthe Buyout Price shall be adjusted accordingly and the Third Party Purchaser shall purchase Membership Interests from the Holders pro rata based on relative Percentage Interests, that none but the amount received by each Holder shall still be equal to the amount the Holder would have received if the Company transferred all of its assets and liabilities to a third party in exchange for the Buyout Price. Upon the Third Party Purchaser’s tender of payment to a Holder of the transactions described in clauses (x) Holder’s allocable portion of the Buyout Price, the Holder shall be required to Transfer the Holder’s Membership Interests to the Third Party Purchaser. Each Holder hereby grants the Company the Holder’s irrevocable power of attorney to execute on behalf of the Holder any necessary assignments to effectuate the foregoing Transfer. If Majority Member attempts to sell all or (y) any of this sentence shall constitute a Drag-Along Transaction unless it is made Majority Member’s Membership Interests to a Third Party on an arm’s-length basis. The Members will execute any applicable mergerPurchaser without providing the required Sale Notice, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member attempted sale shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersvoid ab initio.

Drag-Along Rights. (a) Subject to the limitations and conditions set forth in this Section 3.7If, Section 6.14 and Article V and Article XIat any time, (xi) if the Board, (ii) the Majority-in-Interest of the Common Unit Holders and (iii) the holders of a majority in voting power of the outstanding Common Units (including the Common Units Member elects to consummateissued or issuable upon conversion of Preferred Units) (the Members described in clauses (ii) and (iii), or to cause the “Selling Investors”), approve in writing a Sale of the Company to consummatean Independent Third Party, a sale the Board shall notify the Members and Economic Owners in writing of all such proposed Sale of the assets or all of Company. Upon request by the equity interests in Selling Investors, each Member and Economic Owner and the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transactionand raise no objections to the proposed Sale of the Company, and will take or cause to be taken all other actions, actions reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering Sale of the Company; provided, however, that none and if such Sale of the transactions described in clauses Company is structured as (xi) a merger or (y) consolidation of this sentence shall constitute the Company or a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute Company Asset Sale, each Member shall, and hereby does, waive any applicable mergerdissenter’s rights, asset purchase, security purchase, recapitalization appraisal rights or other agreement negotiated by the Common Units Member similar rights in connection with such Drag-Along Transaction; providedmerger, that consolidation or sale, or (vii) a sale of Units, each Member shall, and hereby does, agree to sell their Units on the terms and conditions of the Sale of the Company. All Members shall make bear their pro rata share (based upon proceeds received in respect of their Units) of the same representations transaction costs in the Sale of the Company to the extent such costs are incurred for the benefit of all Members and warranties, covenants are not otherwise paid by the Company or the acquiring party. Costs incurred by Members on their own behalf shall not be considered costs of the transaction. The obligations of the Members and indemnities Economic Owners pursuant to this Section 8.4(a) with respect to a Sale of the Company are subject to the following conditions: (w) the consideration payable upon consummation of such Sale of the Company to all of the Members and Economic Owners shall be allocated among the Members and Economic Owners as set forth in Section 4.7; provided that if the Common Company does not elect to redeem all of the Class F Preferred Units Member agrees to make in connection with the Drag-Along TransactionSale of the Company, except that the Class F Preferred Unit Holders shall have the right to receive the payment set forth in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against clause (1) below upon consummation of such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business Sale of the Company in connection lieu of the payment of the portion of the transaction consideration to which they would otherwise be entitled that relates to the Unpaid Accrued Dividends with respect to the Drag-Along Transaction shall be shared Class F Preferred Units held by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member Class F Preferred Unit Holders, (x) except as set forth in the Drag-Along Transactionproviso in clause (w) and except as set forth in clause (z), and in no event shall any Member other than upon the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess consummation of the proceeds received by such Member in Sale of the Drag-Along Transaction; Company, all of the Members and Economic Owners shall receive the same form of consideration per Unit of the same class or other equity interest, (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities with respect to the extent all other Members are similarly obligated; Blockers, such Sale of the Company shall satisfy Section 8.4(d), and (z) with respect to Cigna, if the acquirer in such Sale of the Company is a Designated Person, Cigna’s consideration in such transaction must be paid in cash in an amount equal to the fair market value of the transaction consideration to which Cigna would otherwise have been entitled in accordance with clause (y) if this clause (z) were disregarded, with the fair market value of any escrow non-cash transaction consideration to be reasonably agreed between Cigna and the Board, in each case acting in good faith. The Company shall not enter into any agreement for a transaction constituting a Sale of the Company unless (1) such agreement provides for the payment in cash to the Class F Preferred Unit Holders of an amount no less than the full amount of the aggregate Unpaid Accrued Dividends with respect to the Class F Preferred Units held by the Class F Preferred Unit Holders pursuant to the terms set forth above, and (2) the acquiring or other holdback surviving Person in such Sale of proceeds the Company represents or covenants, in form and substance reasonably satisfactory to the Board acting in good faith, that at the closing of such Sale of the Company such Person shall be allocated on a pro rata basis among have sufficient funds to consummate such Sale of the applicable MembersCompany and effect such payment.

Drag-Along Rights. (ai) Subject to the limitations provisions of Section 13.12 ("Right of First Offer"), in the event that at any time any Kelso Member (A) proposes to Transfer Interests or Special Membership Interests in the Company, other than any Transfer to an Affiliate of Kelso, and conditions set forth in this Section 3.7such Interests or Special Membership Interests would reprexxxx, Section 6.14 together with all Interests and Article V and Article XISpecial Membership Interests previously Transferred by the Kelso Members, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all more than 75% of the assets or all of aggregate Interests and Special Mxxxxxship Interests, taken together, held by the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date Kelso Members or (yB) if desires to effect an Exit Event, the Common Units Member elects to cause a public offering of Kelso Members shall have the Company right (each, a “the "Drag-Along Transaction”Right"), upon wrixxxx notice to the other Members will consent Members, to require that each other Member join pro rata in such Drag-Along Transactionsale on substantially the same terms (including with respect to representations, warranties and will take or cause to be taken all other actionsindemnification) as the selling Kelso Members, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made any representations and warranxxxx relating specifically to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations only be made by that Member and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared provided by the Members pro rata shall be based on a several but not joint basis in proportion to the proceeds relative purchase price being received by each Member in the Drag-Along Transactionproposed sale, and in no event shall either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser; provided, further, however, that the form or forms of consideration to be received by Kelso or any Kelso Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess the proposed sale may be xxxxerent frxx xxat received by the other Members so long as the value of the proceeds consideration to be received by such Kelso or any Kelso Member is the same or less (with respect to each ox xxx Interests and Special Membership Interests being sold) than what they would have received had they received the same form or forms of consideration as the other Members (as reasonably determined by the Board in good faith). Notwithstanding the foregoing, the Kelso Members shall not be permitted to exercise the Drag-Along Transaction; Right for a period of 18 months following the date hereof (the "Kelso Restriction Period") unless (x) the Company or any of its Subsixxxxxes is in default under any Financing Document or (y) for any fiscal quarter, in the good faith reasonable judgment of the Board, the Company and its Subsidiaries have failed to meet or exceed 75% of targeted EBITDA (as set forth in most recently business plan approved by the Board) for such period as set forth in the most recent business plan approved by the Board for such period. For purposes of this Section 13.10, for each Class A Member Member, "joining the Kelso Members in such sale" shall only be obligated include voting its Interests consisxxxxxy with the Kelso Members, transferring its Interests or Special Membership Interxxxx to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow a corporation organized in anticipation of such sale in exchange for capital stock or other holdback securities of proceeds shall be allocated on a pro rata basis among such corporation, executing and delivering agreements and documents which are being executed and delivered by the applicable MembersKelso Members and providing such other cooperation as the Kelso Membexx xxy reasonably request.

Drag-Along Rights. (a) Subject to compliance with Section 8.6, in the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, event that (x) if the Common Units Member elects to consummate, or to cause Requisite Members (the “Dragging Members”) propose a Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or Sale and (y) if the Common Units Member elects consideration for such Company Sale is to cause a public offering be paid in the form of the Company cash or Marketable Securities (each, a an “Drag-Along TransactionApproved Sale”), then the Company shall give notice to the other Members of the Approved Sale, which notice shall include the material terms of the Approved Sale (the “Sale Request”). Each Member agrees not to directly or indirectly, without the prior written consent of the Board of Managers, disclose to any other Person any information related to the Sale Request or the Approved Sale, other than disclosures to legal counsel or other advisors in confidence or as otherwise required by Law. In connection with the Approved Sale, (i) each Member shall be obligated to and agrees that, in such Member’s capacity as a member of the Company, such Member will vote, or grant proxies relating to all of its Membership Interests to vote, all of such Member’s Membership Interests in favor of, consent to such Drag-Along Transactionto, raise no objections to, and waive any dissenters, appraisal or similar rights with respect to, the Approved Sale and will not exercise any right to dissent or seek appraisal rights in respect of the Approved Sale, (ii) each Member shall take or cause to be taken all other actions, reasonably actions which the Dragging Members deem necessary or desirable to cause advisable in the sole judgment of the Dragging Members in connection with the consummation of such Drag-Along Transaction the Approved Sale, including executing, delivering and agreeing to be bound by the terms of any agreement related to the Approved Sale and any other agreement, instrument or certificates necessary to effectuate the Approved Sale, (iii) if the Approved Sale is structured as a transfer of Membership Interests, each Member will agree to transfer its Membership Interests and shall deliver at the closing of the Approved Sale its Membership Interests, including certificates relating thereto (if any), free and clear of all claims, liens and encumbrances, on the terms proposed and conditions as approved by the Common Units Dragging Members (it being understood and agreed that each Member will be obligated to Transfer its Membership Interests in the proportion, by class and amount, to the Membership Interests proposed to be Transferred in the Approved Sale) and (iv) each Member shall pay such Member, including entering into a customary registration rights agreement ’s pro rata share of the costs and expenses incurred in connection with a public offering the Approved Sale as determined in good faith by the Board of Managers to the extent such costs and expenses are incurred for the benefit of the Members and are not otherwise paid by the Company; provided, however, that none . Costs incurred by any Member on its own behalf will not be considered costs of the transactions described Approved Sale. Notwithstanding the foregoing, in clauses connection with the Approved Sale (x1) no Member that is not a Dragging Member (a “Dragged Member”) shall be required to make representations or warranties other than representations and warranties with respect to the Dragged Member’s valid ownership of its Membership Interests, free of liens and encumbrances, and such Dragged Member’s authority, power and right to enter and consummate such Approved Sale, (y2) the indemnification obligation of this sentence a Dragged Member with respect to the breach of any representation or warranty concerning the Company or any other Group Company or their respective business or operations shall constitute a Drag-Along Transaction unless it is made be pro rata, several and not joint and limited to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated the lesser of (A) the net amount of proceeds actually received by the Common Units such Dragged Member with respect to its Membership Interests in connection with such Drag-Along Transaction; provided, that Approved Sale and (vB) each such Dragged Member’s pro rata share of any “cap” on indemnification obligations of the Members selling Membership Interests in such Approved Sale and (3) a Dragged Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member not be required to agree to any non-competition or competition, non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Memberssimilar restrictive covenants.

Drag-Along Rights. (a) Subject In the event there is Majority Approval of a Transfer of all of the Member Units and Interests of the Company or all or substantially all of its assets, and in connection therewith it is determined by Majority Approval that the Transfer is fair from a financial point of view to the limitations Members (an “Approved Transfer of the Company”), the Members shall consent to and conditions set forth in this Section 3.7, Section 6.14 raise no objections to the Approved Transfer of the Company and Article V and Article XI, (xi) if the Common Units Member elects to consummate, or to cause Approved Transfer of the Company is structured as a sale of Member Units and Interests, the Members shall agree to consummatesell all of their Member Units and Interests on the terms and conditions approved by the Managing Member, (ii) if the Approved Transfer of the Company is structured as a merger, consolidation or other reorganization, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters’ rights of appraisal they may have under Delaware law, and (iii) if the Approved Transfer of the Company is structured as a sale of all or substantially all of the assets or all of the equity interests Company, the Members shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters’ rights of appraisal they may have under Delaware law. Each Member shall use its best efforts to cooperate in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering Approved Transfer of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will shall take or cause to be taken any and all other actions, reasonably necessary or and desirable to cause actions in connection with the consummation of such Drag-Along Transaction on the terms proposed Approved Transfer of the Company as are reasonably requested by the Common Units Managing Member, including entering into a including, but not limited to, the provision of reasonable and customary registration rights agreement in connection with a public offering of the Companyrepresentations and warranties; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence no Member shall constitute a Dragbe required to incur any out-Along Transaction unless it is made to a Third Party on an arm’sof-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member pocket expenses in connection with such Drag-Along TransactionApproved Transfer of the Company which are not reimbursed by the Company; and provided, further that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make any representations and warranties or provide indemnities as to in 28 connection with any Approved Transfer other Member; (x) any liability relating to than representations and warranties as to (A) such Member’s ownership of its Member Units and related indemnities) Interests to be Transferred free and clear of all liens or other indemnification encumbrances and (B) such Member’s power and authority to effect such Approved Transfer. The obligations regarding of each Member with respect to the business Approved Transfer of the Company in connection with are also subject to the Drag-Along Transaction satisfaction of the following conditions: (i) upon the consummation of the Approved Transfer of the Company, all of the Members shall receive the same form and amount of consideration for the Member Units and Interests as all other holders of the same class of Member Units and Interests, and (ii) the price per Member Unit and Interest shall be shared by the Members pro rata on a several but not joint basis payable in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities cash or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersfreely tradable securities.

Drag-Along Rights. If Members owning greater than 65% of the issued and outstanding Class A Interests (acollectively, the “Dragging Members”) Subject to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, approve (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company exchange (by whatever means (including merger, consolidation, equity purchase, sale of assets consolidation or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause of at least a public offering majority of the Company Interests that are then issued and outstanding to a Person who is not an Affiliate of the Company or the Dragging Members (each, a “Drag-Along TransactionThird Party”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made sale or exchange by the Company and its Subsidiaries to a Third Party on an arm’sof all or substantially all of the assets of Company and its Subsidiaries, taken as a whole, then each Member other than the Dragging Members (the “Drag-length basis. The Members will execute Along Members”) hereby agrees that such Member shall (A) waive any applicable mergerappraisal rights that it would otherwise have in respect of the Drag-Along Sale (as defined below), asset purchase(B) vote for, security purchase, recapitalization or other agreement negotiated approve and otherwise consent to and raise no objection against (and instruct any Directors appointed by the Common Units Member in connection with such Drag-Along Transaction; providedMembers to vote for, approve and otherwise consent to and raise no objection against) the Drag-Along Sale, (C) Transfer to or exchange with such Third Party, subject to the other provisions of this Section 9.2, on the terms approved by the Dragging Members in respect of their Company Interests to be sold or exchanged in the transaction, including time of payment, amount, form and choice of consideration (excluding any amount payable to a Member for any unpaid Class A Additional Capital or the aggregate unpaid amount of Class A Additional Capital Yield) and adjustments to purchase price, that number of Company Interests equal to the number outstanding Company Interests owned by such Member immediately prior to the Drag-Along Sale multiplied by the aggregate percentage of Company Interests to be sold in the Drag-Along Sale (vif structured as a sale or exchange of equity), and (D) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make take any other action in connection with the Drag-Along Transaction, except that in no event shall any Sale as may be reasonably requested by the Dragging Members. Each Drag-Along Member be required agrees to agree to any non-competition or non-solicitation covenant cooperate in connection with the consummation of a Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without Sale, including the ability to provide disclosure against execution of such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any agreements, stock powers and other Member; (w) in no event shall any Member related documents as may be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with effect the Drag-Along Transaction shall be shared by Sale. Notwithstanding the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the foregoing, no Drag-Along Transaction, and Member which receives all cash in no event an amount meeting the requirement of this Section 9.2(a) shall have any Member other than the Common Units Member be responsible for right whatsoever hereunder to invest in any liabilities Third Party or indemnities in connection with such Drag-Along Transaction in excess to retain or receive any securities of the proceeds received by such Member Company or securities of any Third Party acquiring the Company (and the condition set forth in the Drag-Along Transaction; (ythis Section 9.2(a) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all deemed satisfied) even if other Members are similarly obligated; and (z) granted a right to invest in any escrow entity acquiring the Company or other holdback to retain or receive any securities of proceeds shall be allocated on a pro rata basis among the applicable MembersCompany or to exchange securities of the Company for securities of any entity acquiring the Company.

Drag-Along Rights. If Xxxxxxxxx intends to sell, directly or indirectly, to one or more third party purchaser, (ai) Subject more than fifty percent (50%) of its Interest (in one or more related transactions), or (ii) any portion of its Interest as part of a transaction immediately after which Xxxxxxxxx will no longer Control the Company, Xxxxxxxxx may, in its discretion, require Sponsor and any other Members (all Members other than Xxxxxxxxx, the “Other Members”) to sell their entire Interest pursuant to and in accordance with the terms and conditions of such sale. If Xxxxxxxxx elects to exercise its rights pursuant to this Section 9.05, Xxxxxxxxx shall give written notice (the “Drag Along Notice”) to the limitations and conditions Other Members that Xxxxxxxxx intends to sell their Interest (or portion thereof), which Drag Along Notice shall set forth in this Section 3.7, Section 6.14 the purchase price at which an unrelated third party purchaser has proposed to purchase such Interest (or portion thereof) of Xxxxxxxxx and Article V and Article XI, the other material terms of such proposed sale (x) if the Common Units Member elects to consummate, or to cause “Xxxxxxxxx Interest Purchase Price”). The “Drag Along Purchase Price” shall mean the deemed sale price at which all of the Interests of all of the Members of the Company to consummate, would have been sold in the event that the Drag Along Notice had contemplated a sale of all of such Interests (rather than only a portion of such Interests), which Drag Along Purchase Price shall be determined by applying the assets terms of Section 6.03(a) or Section 6.03(b), as appropriate, based upon the following assumptions: (1) the Interest of Xxxxxxxxx being sold includes a proportional interest in any and all of the equity interests distributions to which Xxxxxxxxx would be entitled pursuant to each Subsection of Section 6.03(a) (or Section 6.03(b), as appropriate) (e.g., if 60% of Xxxxxxxxx’x Interest is being sold, then such sale is deemed to include 60% of Xxxxxxxxx’x unreturned Member Loans, 60% of Xxxxxxxxx’x accrued and unpaid interest on its Member Loans, 60% of the Xxxxxxxxx’x unreturned Capital Contributions and any other unpaid portion of the respective IRR running thereon, etc.), (2) the amount of the Xxxxxxxxx Interest Purchase Price is equal to the distributions which Xxxxxxxxx would have received with respect to Xxxxxxxxx’x Interest actually being sold by Xxxxxxxxx in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering event that all of the Company (each, a “Drag-Along Transaction”), the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken Interests of all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; providedMembers (including, howeverwithout limitation, that none of Xxxxxxxxx’x entire Interest) were sold for the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Drag Along Transaction unless it is made to a Third Party on an arm’s-length basisPurchase Price. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees consideration paid to make Sponsor in connection with the Drag-sale of its entire Interest pursuant to this Section 9.05 shall be equal to the amount which Sponsor would have received if the Drag Along Transaction, except that Purchase Price had been distributed to the Members in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection accordance with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach provisions of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnitiesSection 6.03(a) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (ySection 6.03(b) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersas appropriate.

Drag-Along Rights. (a) Subject If at any time (i) the holders of Preferred Stock holding at least a majority of the then outstanding Preferred Stock, acting as a single class and on an as-converted basis (the “Initiating Preferred Purchasers”), and (ii) holders of Exchange Common Stock (as hereinafter defined) and Special Voting Stock holding at least fifteen percent (15%) (as determined by the aggregate number of votes held directly and through the Voting Trustee in accordance with the Voting Trust Agreement) of the then outstanding Exchange Common Stock and Special Voting Stock, acting as a single class (the “Initiating Common Purchasers,” and together with the Initiating Preferred Purchasers, the “Initiating Purchasers”) propose to the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, effect (x) if the Common Units Member elects to consummate, or to cause the Company to consummateeffect) a Sale Event (as defined below) and the Board of Directors approves of or consents to such Sale Event, the Initiating Purchasers may deliver a sale of notice (a “Sale Event Notice”) to all of the assets other Security Holders stating that the Initiating Purchasers propose to effect (or all of the equity interests in to cause the Company by whatever means to effect) such transaction (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Sale Event Notice Transaction”), and specifying the other Members will consent name and address of the proposed parties to such Drag-Along transaction and the consideration payable in connection therewith. Upon receipt of a Sale Event Notice other than an Asset Sale Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence each Security Holder shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representationsTransfer all Shares in the Company owned by it in the Sale Event (or, warrantiesin the case of a Sale Event involving a sale of less than all of the outstanding Shares in the Company, covenants or indemnities to a percentage of the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Members.Shares in the

Drag-Along Rights. (a) Subject If the Board of Managers and the Class B Holders approve a Sale of the Company, or Operator (or one of its Affiliates) proposes and Class B Holders holding an aggregate of 66⅔% or more of such class approve an Operator Class B Purchase Offer (a “Class B Drag-Along Sale”), then the Board of Managers (in a Sale of the Company) or Operator (in a Class B Drag-Along Sale) (as applicable, the “Dragging Member”) shall have the right (the “Drag-Along Right”), subject to the limitations and conditions set forth in provisions of this Section 3.713.01, Section 6.14 and Article V and Article XI, (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all require each of the assets or all of the equity interests Unit Holders (other than Class A Holders in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwisea Class B Drag-Along Sale) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Dragged Member”) to effect (whether by vote, direct sale or otherwise) such Sale of the Company or Class B Drag- Along Sale without raising any objections to, or bringing any claim against any other Unit Holder or the Company or otherwise contesting or attempting to frustrate such Sale of the Company or Class B Drag-Along Transaction”), Sale. If the other Members will consent to such Sale of the Company or Class B Drag-Along TransactionSale is structured as (i) a merger or consolidation, and will take then each Dragged Member shall waive any dissenters rights, appraisal rights or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration similar rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; providedmerger or consolidation or (ii) a sale of Units, that (v) then each Dragged Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating agree to representations and warranties (and related indemnities) sell all or other indemnification obligations regarding the business such portion of the Company in connection with the Drag-Along Transaction shall be shared by the Members such Dragged Member’s Units on a pro rata on a several but not joint basis in proportion to the proceeds received number of Units being Transferred in such Sale of the Company or purchase of the applicable Units by each Member in Operator by the Drag-Along TransactionDragging Member, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities subject to the extent all limitations in Section 13.01(c), execute such purchase agreement and other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among documents as approved by the applicable MembersDragging Member.

Drag-Along Rights. Any of the H&F Investors may give notice (aa “Drag Along Notice”) Subject to any Management Stockholder that the limitations and conditions set forth H&F Investors intend to enter into (or have agreed to vote the Share Equivalents they beneficially own, or to execute a written consent in this Section 3.7lieu thereof, Section 6.14 and Article V and Article XI, in favor of) a transaction or transactions involving the Transfer of Share Equivalents to one or more Persons (xother than to an Affiliate of the H&F Investors) if the Common Units Member elects to consummate, or to cause the Company to consummatemerge or consolidate with, a sale of or sell all or substantially all of the its assets to, another Person or all Persons (other than an Affiliate of the equity interests in the Company by whatever means H&F Investors) (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along TransactionSale”), ) and that one or more of the other Members will consent H&F Investors desire to exercise their right (the “Drag-Along Right”) to cause the Management Stockholders to participate in such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable to cause the consummation of such Drag-Along Transaction Sale on the same terms proposed by the Common Units Memberand conditions as available to such H&F Investors, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make making the same representations and representations, warranties, covenants covenants, indemnities and indemnities agreements as the Common Units Member agrees such H&F Investors agree to make in connection with the Drag-Along TransactionSale; provided, except however, that in no event Management Stockholder shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties regarding the ownership of the Share Equivalents by any Person other than himself, and provided further that any indemnification obligations of a Management Stockholder shall in no event exceed the proceeds received by such Management Stockholder in such Drag-Along Sale. Such Drag-Along Notice shall also specify (i) the consideration, if any, to be received by such H&F Investors and each Management Stockholder and any other material terms and conditions of the proposed Transfer (which price and other material terms and conditions shall be the same in all material respects for such H&F Investors and the Management Stockholder), (ii) the identity of the other Person or provide indemnities as Persons party to the Transfer, (iii) the date of anticipated completion of the proposed Transfer Sale (which date shall be not less than five (5) days after the date of the notice) and (iv) the action or actions required of each Management Stockholder in order to complete or facilitate such proposed Transfer (including the sale of Share Equivalents held by the Management Stockholder, the voting of all such Share Equivalents in favor of any such merger, consolidation or sale of assets and the waiver of any related appraisal or dissenters’ rights). Upon receipt of such Drag-Along Notice, each Management Stockholder shall be obligated to take the action or actions referred to in clause (iv) above; provided, however, that, in the case of a sale of Shares, with respect to any Shares for which a Management Stockholder holds exercisable and vested but unexercised Options or any other Member; Securities exercisable for, convertible into or exchangeable for Shares, the price per Share shall be reduced by the exercise price of such Options or other Securities or, if required pursuant to the terms of such Options or such other Securities or such Drag-Along Sale, such Management Stockholder must exercise the relevant Option (x) any liability relating to representations and warranties (and related indemnitieswhich may include an exercise effected on a “net exercise” basis) or exercise, convert or exchange such other indemnification obligations regarding relevant Security and transfer the business relevant Shares (rather than the Option or other Security) (in each case, net of any amounts required to be withheld by the Company in connection with such exercise); and provided, further, that, notwithstanding anything to the contrary set forth herein, in any event the Company shall be permitted to cause all outstanding Options to be treated in such Drag-Along Transaction shall be shared Sale in any manner as permitted by their terms, including any applicable equity plans of the Company. If the transferring H&F Investors are transferring less than all of the Share Equivalents held by such H&F Investors, then each Management Stockholder will transfer a number of Share Equivalents equal to the product of the following: (x) the number of Share Equivalents beneficially owned by such Management Stockholder multiplied by (y) a fraction, the numerator of which is the aggregate number of Share Equivalents being transferred by such H&F Investors and the denominator of which equals the aggregate number of Share Equivalents beneficially owned by such H&F Investors. All costs and expenses incurred by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities H&F Investors in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds transaction shall be allocated borne on a pro rata basis among in accordance with the applicable Membersnumber of Share Equivalents being sold by each of the H&F Investors, the Management Stockholders and all other Persons who otherwise are transferring, or have exercised a contractual or other right to transfer, Share Equivalents in connection with such transaction. In addition, the reasonable expense of one law firm to represent the Management Stockholders shall be paid for by the Company.

Drag-Along Rights. If BLUM xxx/or its Affiliates (ain such capacity, the "Dragging Party") Subject agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM xxx its Affiliates at the time of such Transfer, then each of the Non-BLUM Xxxties hereby agrees that, if requested by the Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the limitations Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Xxxty's Restricted Securities as is being Transferred by BLUM xxx its Affiliates. Each Non-BLUM Xxxty can be required to sell pursuant to this Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM xxx its Affiliates and conditions (B) the denominator of which is the aggregate number of shares of Common Stock owned by BLUM xxx its Affiliates at the time of the Transfer by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Xxxty (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities). The Dragging Party will give notice (the "Drag-Along Notice") to each of the Non-BLUM Xxxties of any proposed Transfer giving rise to the rights of the Dragging Party set forth in this Section 3.7, Section 6.14 and Article V and Article XI, 2.5(a) at least ten (x10) if the Common Units Member elects calendar days prior to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “such Transfer. The Drag-Along Transaction”Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Xxxties may reasonably request in order to evaluate such non-cash consideration), the number of Restricted Securities sought and the other Members will consent terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Xxxties shall be obligated only to (i) make representations and warranties (and provide related indemnification) as to their respective individual Ownership of Restricted Securities (and then only to the same extent such Drag-Along Transactionrepresentations and warranties are given by the Dragging Party with respect to its Ownership of Common Stock), and will take (ii) agree to pay its pro rata share (based on the number of shares transferred by each stockholder in such transaction) of any liability arising out of any representations, warranties, covenants or cause to be taken all other actions, reasonably necessary or desirable to cause agreements of the consummation selling Securityholders that survive the closing of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering transaction and do not relate to Ownership of the CompanyRestricted Securities; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any nonNon-competition or nonBLUM Xxxty's liabilities exceed the total net proceeds from such Transfer received by such Non-solicitation covenant in connection with BLUM Xxxty; provided, further that this Section 2.5(b)(ii) shall not apply if, no later than five (5) calendar days after receipt of the Drag-Along Transaction or Notice by the FS Entities, the FS Entities deliver to make any representation or warranty BLUM x xertificate signed by the FS Entities certifying in good faith that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; they (x) do not desire to Transfer any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company Restricted Securities beneficially owned by them in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member proposed Transfer set forth in the Drag-Along Transaction, Notice and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities (y) would not exercise their rights pursuant to Section 2.4 hereto in connection with such proposed Transfer if BLUM xxx not otherwise delivered a Drag-Along Transaction in excess Notice with respect thereto, and (iii) agree to pay their proportionate share of the proceeds received reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by such Member the Company or the Proposed Transferee. If the Transfer referred to in the Drag-Along Transaction; Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Party must deliver another Drag-Along Notice in order to exercise its rights under this Section 2.5 with respect to such Transfer or any other Transfer. If BLUM xxxroves (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (zi) any escrow merger, consolidation, amalgamation or other holdback business combination involving the Company or any of proceeds shall be allocated on its Subsidiaries or (ii) the sale of all of the business or assets of, or substantially all of the assets of, the Company or any of its Subsidiaries (any of the foregoing events, a pro rata basis "Transaction"), then each of the Non-BLUM Xxxties agrees to vote all shares of Common Stock held by it or its Affiliates to approve such Transaction and not to exercise any appraisal or dissenters' rights available to such Non-BLUM Xxxties under any rule, regulation, statute, agreement among the applicable Membersstockholders, the Certificate of Incorporation, the Bylaws or otherwise.

Drag-Along Rights. (ai) Subject If American Capital (or its Permitted Transferee) together with either Laminar or USRG (or their respective Permitted Transferees) (the “Drag Exercise Group”) (i) propose to sell 50% or more (the limitations and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, (x“Drag Along Percentage”) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets Class A Units (other than those Class A Units held by Midwest or its Permitted Transferees) to a Purchaser Group, and (ii) have possession of a Drag Along Offer from the Purchaser Group, then the Drag Exercise Group may, at their option, by written notice to the remaining Members accompanied by the Drag Along Offer, require the remaining Members to sell to the Purchaser Group all of the equity interests Dragged Interests at the price specified in the Company by whatever means Drag Along Offer (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Drag Along TransactionSale”), . The delivery by the Drag Exercise Group of a Drag Along Offer will bind the other Members to sell the Dragged Interests. No Member will consent be obligated to such Dragmake any out-of-pocket expenditure in respect of the Drag Along Transaction, and will take or cause Sale prior to be taken all other actions, reasonably necessary or desirable to cause the consummation of the Drag Along Sale (excluding modest expenditures for such Drag-Along Transaction on Member’s own postage, copies, etc.). Each Member shall be obligated to pay such Member’s pro rata share of the terms proposed expenses incurred by the Common Units MemberMembers (as determined based upon the consideration to be received by the Member in the Drag Along Sale as compared to the aggregate consideration to be received by all Members in such Drag Along Sale), including entering into a customary registration rights agreement in connection with a public offering of the Company; providedDrag Exercise Group, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Drag Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities Sale to the extent such costs are incurred for the benefit of all other of the Members and are similarly obligated; and (z) any escrow not otherwise paid by the Company or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersPurchaser Group.

Drag-Along Rights. (a) Subject to Section 4.5(b), the limitations and conditions set forth H&F Investors may give notice to the Non-H&F Stockholders that the H&F Investors intend to enter into (or have agreed to vote the Share Equivalents they beneficially own, or to execute a written consent in this Section 3.7lieu thereof, Section 6.14 and Article V and Article XIin favor of) a transaction or transactions involving the transfer, in a single transaction or a series of related transactions, of not less than fifty percent (x50%) if of the Common Units Member elects outstanding Share Equivalents (which Share Equivalents to consummate, be transferred may include Share Equivalents held by the Non-H&F Stockholders and/or other holders of Share Equivalents) to one or more Persons (other than to an Affiliate of the H&F Investors) or to cause the Company to consummatemerge or consolidate with, a sale of or sell all or substantially all of the its assets to, another Person or all Persons (other than an Affiliate of the equity interests in the Company by whatever means H&F Investors) (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along TransactionSale”), ) and that the other Members will consent to such Drag-Along Transaction, and will take or cause to be taken all other actions, reasonably necessary or desirable H&F Investors desire to cause the consummation of Non-H&F Stockholders to participate in such Drag-Along Transaction transaction on the same terms proposed by and conditions as available to the Common Units MemberH&F Investors, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make making the same representations and representations, warranties, covenants covenants, indemnities and indemnities agreements as the Common Units Member agrees H&F Investors agree to make in connection with the Drag-Along TransactionSale. Such notice shall also specify (i) the consideration, except that if any, to be received by the H&F Investors and the Non-H&F Stockholders and any other material terms and conditions of the proposed Drag-Along Sale (which price and other material terms and conditions shall be the same in no event shall any Member be required all material respects for the H&F Investors and the Non-H&F Stockholders), (ii) the identity of the other Person or Persons party to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without Sale, (iii) the ability to provide disclosure against such representation or warranty; date of anticipated completion of the proposed Drag-Along Sale (v) no Member which date shall be liable for not less than ten (10) days after the breach date of the notice) and (iv) the action or actions required of each Non-H&F Stockholder in order to complete or facilitate such proposed Drag-Along Sale (including the sale of Share Equivalents held by the Non-H&F Stockholder, the voting of all such Share Equivalents in favor of any covenants such merger, consolidation or sale of assets and the waiver of any other Memberrelated appraisal or dissenters’ rights). Upon receipt of such notice, each Non-H&F Stockholder shall be obligated to take the action or actions referred to in clause (iv) above; provided, however, that, in the case of a sale of Shares, with respect to any Shares for which a Stockholder holds exercisable and vested but unexercised Options, the price per Share shall be reduced by the exercise price of such Options or, if required pursuant to the terms of such Options or such Drag-Along Sale, such Stockholder must exercise the relevant Option (wwhich may include an exercise effected on a “net exercise” basis) and transfer the relevant Shares (rather than the Option) (in no event shall each case, net of any Member be amounts required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of be withheld by the Company in connection with such exercise); and provided, further, that, notwithstanding anything to the contrary set forth herein, in any event the Company shall be permitted to cause all outstanding Options to be treated in such Drag-Along Transaction shall be shared Sale in any manner as permitted by their terms, including any applicable equity plans of the Company. If the H&F Investors are transferring less than all of the Share Equivalents held by the Members pro rata on H&F Investors, then each Non-H&F Stockholder will transfer a several but not joint basis in proportion number of Share Equivalents equal to the proceeds received product of the following: (x) the number of Share Equivalents beneficially owned by each Member in such Non-H&F Stockholder multiplied by (y) a fraction, the Drag-Along Transaction, numerator of which is the aggregate number of Share Equivalents being transferred by the H&F Investors and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities denominator of which equals the aggregate number of Share Equivalents beneficially owned by the H&F Investors. All costs and expenses incurred by the H&F Investors in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds transaction shall be allocated borne on a pro rata basis among in accordance with the applicable Membersnumber of Share Equivalents being sold by each of the H&F Investors, the Non-H&F Stockholders and all other Persons who otherwise are transferring, or have exercised a contractual or other right to transfer, Share Equivalents in connection with such transaction.

Drag-Along Rights. If Elandia proposes to sell, in a single transaction or a series of transactions, any Units now or hereafter owned by Elandia in a bona fide transaction to a Qualified Purchaser, or any interest in such Units, whether voluntarily or by operation of law, to an unaffiliated third party (athe “Approved Sale”), Elandia shall give prompt written notice (the “Sale Notice”) to the Remaining Members setting forth: (i) the name and address of the party to which Elandia proposes to sell the Units, (ii) the number of Units Elandia proposes to sell, (iii) the consideration per Unit to be delivered to Elandia for the proposed sale, and (iv) all other material terms and conditions of the proposed sale, which must be bona fide. Subject to the limitations Remaining Members’ Right of First Refusal under Section 11.4 above, by so indicating in the Sale Notice, Elandia shall be entitled to require the Remaining Members to sell to the Qualified Purchaser in the same transaction all of their Units and rights to acquire Units (or, if Elandia is selling less than all of its Units, a percentage of the Remaining Members’ Units and rights to acquire Units equivalent to the percentage of Units and rights to acquire Units to be sold by Elandia), on the same terms and conditions set forth in this Section 3.7, Section 6.14 and Article V and Article XI, the Sale Notice. Each of the Members agrees that the consideration payable to the Remaining Members for his or its Units will be the same amount to be received by Elandia for its Units (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of calculated as though all of the assets or all Series A Preferred Units held by Elandia had been converted into Common Units). Without limiting the generality of the equity interests in foregoing, and assuming the Company by whatever means (including merger, consolidation, equity purchase, sale Remaining Members do not exercise their Right of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along Transaction”)First Refusal, the other Remaining Members (i) will consent to such Drag-Along Transactionto, and raise no objections against, the Approved Sale, (ii) shall vote in favor of such transaction and enter into all agreements deemed necessary by the Board to effectuate the same and act in all other respects requested by the Board in order to effectuate the same, and (iii) will take or cause to be taken all other actions, reasonably necessary or and desirable to cause the consummation of such Drag-Along Transaction on the terms proposed by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make actions in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach consummation of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received by such Member in the Drag-Along Transaction; (y) each Class A Member shall only be obligated to provide representations, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersApproved Sale.

Drag-Along Rights. (a) Subject to the limitations and conditions set forth in this Section 3.7Except as provided below, Section 6.14 and Article V and Article XI, (x) if the Common Units JLL Member elects proposes to consummatedirectly or indirectly Transfer more than fifty-one percent (51%) of the aggregate number of Interests held by the JLL Member to a Person (other than a Permitted Transferee), or including any Transfer of Registrable Securities pursuant to cause Article IX hereof, the Company to consummateJLL Member shall have the right, a sale upon not less than ten (10) days’ prior written notice of such proposed Transfer (the “Purchase Notice”), which notice shall include all of the assets or all terms and conditions of such proposed Transfer and which shall identify the equity interests in the Company by whatever means proposed purchaser(s) of such Interests (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along TransactionPurchaser(s)”), to require each other holder of Interests to sell to the other Members will consent Drag-Along Purchaser(s) a number of its Interests of each class held by such Member (“Call Interests”) equal to the product, rounded down to the nearest whole number, of (a) a fraction, the numerator of which is the number of Common Interests and Preferred Interests (on an as-converted basis) proposed to be Transferred by the JLL Member, and the denominator of which is the total number of Common Interests and Preferred Interests (on an as-converted basis) then owned by the JLL Member, multiplied by (b) the number of Common Interests, Preferred Interests, Class B Management Interests and/or Class C Profits Interests then owned by the Purchase Notice recipient (adjusted, in the case of the sale of any Preferred Interest to reflect the number of Common Interests into which such Preferred Interest is then convertible and, in the case of the sale of Class B Management Interests or Class C Profits Interests, to take into account the relative value of such Class B Management Interests or Class C Profits Interests as determined by the Board, any such determination in the case of Class B Management Interests being in accordance with the applicable Management Interest Award Agreement and in the case of Class C Profits Interests being determined in a manner consistent with Section 10.2 of this Agreement), or any lesser number of Common Interests, Preferred Interests, Class B Management Interests and Class C Profits Interests as the JLL Member shall direct the Purchase Notice recipient to sell, provided the number of Interests of each class directed to be sold is proportional. If the JLL Member shall so elect, the JLL Member shall arrange for such Drag-Along TransactionPurchaser(s) to purchase the Call Interests at the same time as and upon the same terms and conditions (including all direct or indirect consideration or compensation) at which the JLL Member sells its Interests. Upon receipt of the Purchase Notice, such holder shall cooperate with the JLL Member and will take otherwise take, or cause to be taken taken, all other actionsactions and do, reasonably or cause to be done, all things necessary or desirable appropriate to cause enter into, consummate and make effective the consummation sale and purchase of the Call Interests, together with the Common Interests of the JLL Member (including voting in favor of any merger or similar transaction requiring a vote of the Members). Notwithstanding any provision hereof to the contrary, from and after the date on which the JLL Member consummates a transaction subject to this Section 8.9, (a) a holder of Call Interests shall have no rights of a Member with respect to the Call Interests sold and purchased in such transaction and (b) such holder of Call Interests shall not seek, nor shall the Company have any obligation, to enforce any such right with respect to such Call Interests. Notwithstanding the foregoing, any holder of Preferred Interests may elect not to be dragged along (and will not otherwise be subject to any obligations under this Section 8.9) in any transaction that would result in aggregate proceeds to the holder of such Drag-Along Transaction on Preferred Interests of an amount that is less than the terms proposed by the Common Units Member, including entering into a customary registration rights agreement Liquidation Preference that would then be payable in connection with a public offering respect of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along Transaction, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with the Drag-Along Transaction shall be shared by the Members pro rata on a several but not joint basis in proportion to the proceeds received by each Member in the Drag-Along Transaction, and in no event shall any Member other than the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess of the proceeds received Preferred Interests so held by such Member in the Dragholder. Any Non-Along Transaction; (y) each Class A Member shall only be obligated Voting Common Interests or Restricted Common Interests that are Transferred pursuant to provide representationsthis Section 8.9 shall, warrantiesautomatically upon such Transfer, covenants convert into and become Common Interests that are not Non-Voting Common Interests or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable MembersRestricted Common Interests.

Drag-Along Rights. If Endo LLC shall propose to Transfer at least 60% of all shares of Common Stock then owned by Endo LLC to a Third Party, then (a) Subject in addition to the limitations and conditions set forth rights of the Management Stockholders to participate in such Transfer pursuant to Section 5.4(a) hereof) Endo LLC may, at its option, require the Management Stockholders (collectively, the “Remaining Holders”), include in such Transfer to the Third Party such number of shares of Common Stock then owned by such Remaining Holder, as determined in accordance with this Section 3.7, Section 6.14 and Article V and Article XI, 5.4(b). Endo LLC shall send written notice (x) if the Common Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including merger, consolidation, equity purchase, sale of assets or otherwise) following the Effective Date or (y) if the Common Units Member elects to cause a public offering of the Company (each, a “Drag-Along TransactionNotice”)) of the exercise of its rights pursuant to this Section 5.4(b) to each of the Remaining Holders, setting forth the consideration per share to be paid by the Third Party and the other Members will consent to material terms and conditions of such transaction. The Drag-Along Transaction, and will take or cause Notice shall state that the Remaining Holders shall be required to be taken all other actions, reasonably necessary or desirable participate in the proposed Transfer of shares of Common Stock to cause the consummation of such Drag-Along Transaction on Third Party according to the terms proposed and conditions of this Section 5.4(b) and for the same type of consideration and for an amount of consideration per share not less than that offered to Endo LLC by the Common Units Member, including entering into a customary registration rights agreement in connection with a public offering Third Party. Within 15 days following the receipt of the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party on an arm’s-length basis. The Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by the Common Units Member in connection with such Drag-Along Transaction; provided, that (v) each Member shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees to make in connection with the Drag-Along TransactionNotice, except that in no event shall any Member be required to agree to any non-competition or non-solicitation covenant in connection with the Drag-Along Transaction or to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business each of the Company in connection with the Drag-Along Transaction Remaining Holders shall be shared by the Members pro rata on deliver to a several but not joint basis in proportion to the proceeds received by each Member representative of Endo LLC designated in the Drag-Along TransactionNotice certificates representing all shares of Common Stock held by such Remaining Holder, and in no event shall any Member duly endorsed, together with all other than the Common Units Member documents required to be responsible for any liabilities or indemnities executed in connection with such Drag-Along Transaction in excess transaction. In the event that any Remaining Holder should fail to deliver such certificates to Endo LLC, the Company shall cause the books and records of the proceeds received Company to show that such shares are bound by the provisions of this Section 5.4(b) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (x) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Common Stock then owned by such Member Remaining Holder, and the denominator of which shall be the total number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the Remaining Holders. The maximum number of shares of Common Stock that may be Transferred by each Remaining Holder to the Third Party in accordance with this Section 5.4(b) shall be the total number of shares of Common Stock then owned by such Remaining Holder. If, within 120 days after Endo LLC gave the Drag-Along Transaction; Notice, it shall not have completed the Transfer of all the shares of Common Stock of the Remaining Holders in accordance with this Section 5.4(b), Endo LLC shall return to each of the Remaining Holders all certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 5.4(b). Promptly (ybut in no event later than 5 days) each Class A Member after the consummation of the Transfer of Common Stock of Endo LLC and Remaining Holders pursuant to this Section 5.4(b), Endo LLC shall only be obligated to provide representations, warranties, covenants or indemnities give notice thereof to the extent all Remaining Holders, shall remit to each of the Remaining Holders the total consideration in respect of the shares of Common Stock of such Remaining Holder which were so transferred, and shall furnish such other Members are similarly obligated; evidence of the completion and (z) any escrow or other holdback time of proceeds shall completion of such Transfer and the terms thereof as may be allocated on a pro rata basis among the applicable Membersreasonably requested by such Remaining Holders.

Drag-Along Rights. (a) Subject Prior to the limitations and conditions set forth in this Section 3.7consummation of an initial public offering, Section 6.14 and Article V and Article XI, (x) if the Common a Member holding a majority of Units Member elects to consummate, or to cause the Company to consummate, a sale of all of the assets or all of the equity interests in the Company by whatever means (including mergerfor purposes of determining majority ownership, consolidationUnits owned by such Member’s affiliates) (the “Initiating Member”) desires to effect a Transfer, equity purchasedirectly or indirectly, sale constituting a Change of assets or otherwiseControl, then the Initiating Member may elect to exercise its drag-along right (the “Drag-Along Right”) following by providing written notice to all Members other than the Effective Date or (y) if the Common Units Initiating Member elects to cause a public offering of the Company (each, a “Drag-Along TransactionMember”). Such written notice shall disclose the identity of the proposed transferee(s), the other Members will consent Person or Persons, if any, that control the proposed transferee(s), the number and classes of Units proposed to such be Transferred and the terms and conditions, including price, of the proposed Transfer. If the Initiating Member exercises its Drag-Along TransactionRight, each Drag-Along Member shall, except to the extent contrary to applicable law, consent to and will raise no objections to such Change of Control and shall take or cause to be taken all other actions, actions reasonably necessary or desirable to cause consummate such Change of Control, including by Transferring to the consummation proposed transferee(s) the number of Units which is in the same proportion to each such Drag-Along Transaction on Member’s total ownership of Units as the terms proposed number of Units being Transferred by the Common Initiating Member in the proposed transaction is to the Initiating Member’s total ownership of Units. Such Transfer of Units Member, including entering into a customary registration rights agreement in connection with a public offering of by the Company; provided, however, that none of the transactions described in clauses (x) or (y) of this sentence shall constitute a Drag-Along Transaction unless it is made to a Third Party Members shall be at the same price and on an arm’sthe same terms and conditions as the Initiating Member shall be Transferring its Units in such transaction or series of related transactions, and the Initiating Member and the Drag-length basis. The Along Members will execute any applicable merger, asset purchase, security purchase, recapitalization or other agreement negotiated by shall each bear their ratable share of the Common Units Member liabilities and expenses incurred in connection with such Change of Control; it being understood that the price per Unit shall take into account all benefits being obtained by Buyer or any of its affiliates in connection with or as a consequence of such Change of Control. The Drag-Along Transaction; providedRight shall not apply to any Change of Control which would require supermajority consent as described above, that (v) each Member unless such consent has been obtained. For the sake of clarity, the Right of First Offer shall make the same representations and warranties, covenants and indemnities as the Common Units Member agrees not apply with respect to make any Transfer made in connection with the exercise of the Drag-Along TransactionRight, except that in no event but the Right of First Offer shall any Member be required to agree to any non-competition or non-solicitation covenant apply in connection with the Drag-Along Transaction or Transfer prior to make any representation or warranty that would be inaccurate when made without the ability to provide disclosure against such representation or warranty; (v) no Member shall be liable for the breach of any covenants of any other Member; (w) in no event shall any Member be required to make representations and warranties or provide indemnities as to any other Member; (x) any liability relating to representations and warranties (and related indemnities) or other indemnification obligations regarding the business of the Company in connection with exercising the Drag-Along Transaction Right. In any Change of Control, the Buyer’s owners shall be shared by have the Members pro rata on a several but not joint basis in proportion right to the proceeds received by each Member sell their indirect stake in the Drag-Along Transaction, and in no event shall any Member other than Company by selling the Common Units Member be responsible for any liabilities or indemnities in connection with such Drag-Along Transaction in excess capital stock of the proceeds received by such Member in Buyer at the Drag-Along Transaction; (y) each Class A Member same price as the Units, without discount. Buyer shall ensure that Buyer’s only be obligated to provide representationsasset is the Units and that Buyer shall have no liabilities, warranties, covenants or indemnities to the extent all other Members are similarly obligated; and (z) any escrow or other holdback of proceeds shall be allocated on a pro rata basis among the applicable Membersincluding debt.