Common use of Participation Rights Clause in Contracts

Participation Rights. (i) At least twenty (20) days prior to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c)), the Transferring Unitholder will deliver written notice (the “Sale Notice”) to the Company and to the other holders of Units (the “Potential Participating Unitholders”), specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Each Potential Participating Unitholder may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder within fifteen (15) days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”), each of the Transferring Unitholder and such Participating Unitholders will be entitled to sell in the contemplated Transfer, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value), a number of Primary Common Units equal to the product of (A) the quotient determined by dividing the number of Primary Common Units owned by such person by the aggregate number of Primary Common Units owned by all Unitholders participating in such sale, and (B) the number of Primary Common Units to be sold in the contemplated Transfer. 44

Participation Rights. (i) At least twenty fifteen (2015) days prior to any Transfer (other than an Exempt Transfer or a Transfer by MDCP to employees of the Company or any Class A Unitholder (a “Transferring Unitholder”of its Affiliates) of any of such Transferring Unitholder’s Class A Common Units for value by MDCP which represents more than the Exempt Amount (when taking into account the aggregate Transfers (other than pursuant (x) an Exempt Transfer and (y) a Transfer by MDCP to Section 9.2(c)employees of the Company or any of its Affiliates) made by MDCP after the date hereof), the Transferring Unitholder will MDCP shall deliver a written notice (the “Tag-Along Sale Notice”) to the Company and to the each other holders holder of Units (the “Potential Participating Unitholders”)Class A Common Units, specifying which notice shall specify in reasonable detail (i) the number of Class A Common Units to be sold, (ii) the purchase price of the Class A Common Units being sold, (iii) the material terms and conditions of such proposed Transfer and (iv) the identity of the Proposed Purchaser and the terms and conditions of the Transferproposed transferee(s). Each Potential Participating Unitholder holder of Class A Common Units may elect to participate in the contemplated become a “Participating Unitholder” with respect to such proposed Transfer by delivering written notice to MDCP and the Company within ten (a “Tag-Along Notice”) to the Transferring Unitholder within fifteen (1510) days after delivery of the Sale Notice. If no Tag-Along Sale Notice is delivered to the Transferring a written notice, stating that such Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate be a Participating Unitholder in respect of such Transfer. The amount of Class A Common Units which may be sold by MDCP and each Participating Unitholder in any such Transfer shall be determined by multiplying (such Potential Participating Unitholders, the “Participating Unitholders”), each of the Transferring Unitholder and such Participating Unitholders will be entitled to sell in the contemplated Transfer, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value), a number of Primary Common Units equal to the product of (Ai) the quotient determined by dividing the number percentage of Primary Class A Common Units owned by such person Person by the aggregate number percentage of Primary Class A Common Units owned by all MDCP and the Participating Unitholders participating in such sale, and (Bii) the number of Primary Class A Common Units to be sold in the contemplated Transfer. 44For example, if the Tag-Along Sale Notice contemplated a sale of 100 Class A Common Units by MDCP, and if MDCP at such time owns 60% of all Class A Common Units and if one other Unitholder elects to participate and owns 20% of all Class A Common Units, MDCP would be entitled to sell 75 Class A Common Units (60% ÷ 80% x 100 Class A Common Units) and the Participating Unitholder would be entitled to sell 25 Class A Common Units (20% ÷ 80% x 100 Class A Common Units). Any of the Participating Unitholders may elect to sell in any Transfer contemplated under this Section 3(c) a lesser number of Class A Common Units than such Participating Unitholder is entitled to sell hereunder, in which case MDCP shall have the right to sell an additional number of Class A Common Units in such Transfer equal to the number that such Participating Unitholder has elected not to sell. MDCP will use reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Unitholders in any contemplated Transfer and shall not consummate any such Transfer unless (i) each Participating Unitholder is permitted to sell in such Transfer Class A Common Units which such Participating Unitholder is entitled to sell hereunder in the amount and on the terms set forth in this Section 3(c) or (ii) MDCP agrees to purchase, contemporaneously with the closing of the contemplated Transfer, the number of Class A Common Units from the Participating Unitholders which such Unitholders would have been entitled to sell hereunder and which the prospective transferee(s) have not agreed to purchase from such Participating Unitholder(s) on the terms set forth in this Section 3(c). Each Unitholder transferring Class A Common Units pursuant to this Section 3(c) shall pay its allocable share (based on such Unitholder’s percentage of the total proceeds to be received in such Transfer) of the expenses incurred by the Unitholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on such Unitholder’s percentage of the total proceeds to be received in such Transfer) in any indemnification or other obligations that MDCP agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Unitholder such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Class A Common Units); provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer.

Participation Rights. (i) At least twenty (20) 30 days prior to any Transfer of shares of Company Stock by any Class A Unitholder of Apollo or any of its Affiliates (a the “Transferring UnitholderApollo Shareholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(ca Permitted Transfer or an Approved Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owning, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000) (or more)), the Transferring Unitholder Apollo Shareholder will deliver written notice in accordance with paragraph 21 (the “Sale Notice”) to the Company and to Company, the other holders of Units Investor Shareholders (including Carlyle and its Affiliates) and the “Potential Participating Unitholders”)Other Shareholders, specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Each Potential Participating Unitholder Notwithstanding any of the restrictions contained in this paragraph 3, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and Other Shareholders may elect to participate in the contemplated Transfer by delivering written notice in accordance with paragraph 21 (a “Tag-Along Notice”) to the Transferring Unitholder Apollo Shareholder within fifteen (15) 15 business days after delivery the date that such Sale Notice is deemed given pursuant to paragraph 21, provided that all Tag-Along Notices of the Sale NoticeCarlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is delivered to received by the Transferring Unitholder Apollo Shareholder within such fifteen (15) 15 business day period, none of the Potential Participating Unitholders other Investor Shareholders and the Other Shareholders shall not have the right to participate in the Transfer, and the Transferring Unitholder Apollo Shareholder shall have the right for a six (6) right, during the succeeding three-month period period, to transfer to the Proposed Purchaser up to the number of Units shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder Apollo Shareholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly other Investor Shareholders or Other Shareholders have elected to participate in such Transfer (such Potential Participating UnitholdersShareholders, the “Participating UnitholdersShareholders”), each of the Transferring Unitholder Apollo Shareholder and such each Participating Unitholders Shareholder will be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, up to a number of Primary shares of Common Units equal to the product of (A) the quotient Stock which is determined by dividing multiplying (i) the number of Primary shares of Common Units Stock owned by such person Participating Shareholder on the date that the Tag-Along Notice is furnished by (ii) a fraction, the numerator of which is the number of shares of Common Stock which the Proposed Purchaser desires to purchase and the denominator of which is the sum of (x) the number of shares of Common Stock which are owned by the Transferring Apollo Shareholder and (y) the aggregate number of Primary shares of Common Units Stock owned by all Unitholders participating in such sale, and (B) of the number of Primary Common Units to be sold in Participating Shareholders on the contemplated Transfer. 44date that the Tag-Along Notice is furnished.

Participation Rights. (i) At least twenty (20) 20 days prior to any Transfer Transfer, in any one transaction or series of related transactions, by any a holder of Class A Unitholder Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c)), the Transferring Unitholder will shall deliver a written notice (the “Sale Notice”) to the Company LLC and to each of the other holders of Units Unitholders (the “Potential Participating Other Unitholders”), specifying in reasonable detail the identity number and class of the Proposed Purchaser Units to be Transferred and the terms and conditions of the contemplated Transfer. Each Potential Participating Unitholder The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder within fifteen (15) 20 days after delivery of the Sale NoticeNotice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”). If no Tag-Along Notice is delivered Such participation shall be based upon the Pro Rata Share represented by the Units requested to be included in such Transfer by each Unitholder relative to the Transferring Unitholder within Pro Rata Share of all Units of such fifteen class or series held by the Unitholders participating in such Transfer (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and including the Transferring Unitholder). Each Electing Unitholder shall have Transfer his, her or its Units on the right for a six (6) month period same terms and conditions, with the aggregate consideration to transfer to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Proposed Purchaser up to Total Equity Value Proceeds implied by the number of Units stated price offered in the Sale Notice, on terms and conditions no more favorable to ; provided that in the event that Units being transferred by the Transferring Unitholder than those stated are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (such Potential Participating Unitholders, A) if the “Participating Unitholders”)Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Transferring Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder and such Participating Unitholders will be entitled to sell in the contemplated Transfer, on the same economic terms (with the price paid for different classes of Transfer any unvested Management Incentive Units reflecting their respective proportionate share of the Total Equity Value), a number of Primary Common Units equal to the product of (A) the quotient determined by dividing the number of Primary Common Units owned by such person by the aggregate number of Primary Common Units owned by all Unitholders participating in such sale, and (B) the number of Primary Common Units to be sold in the contemplated Transfer. 44pursuant this Section 10.2.

Participation Rights. (i) At least twenty (20) 30 days prior to any Transfer of shares of Company Stock by any Class A Unitholder of Apollo or any of its Affiliates (a the “Transferring UnitholderApollo Shareholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(ca Permitted Transfer or an Approved Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owning, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000) (or more)), the Transferring Unitholder Apollo Shareholder will deliver written notice in accordance with paragraph 22 (the “Sale Notice”) to the Company and to Company, the other holders of Units Investor Shareholders (including Carlyle and its Affiliates) and the “Potential Participating Unitholders”)Other Shareholders, specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Each Potential Participating Unitholder Notwithstanding any of the restrictions contained in this paragraph 3, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and Other Shareholders may elect to participate in the contemplated Transfer by delivering written notice in accordance with paragraph 22 (a “Tag-Along Notice”) to the Transferring Unitholder Apollo Shareholder within fifteen (15) 15 business days after delivery the date that such Sale Notice is deemed given pursuant to paragraph 22, provided that all Tag-Along Notices of the Sale NoticeCarlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is delivered to received by the Transferring Unitholder Apollo Shareholder within such fifteen (15) 15 business day period, none of the Potential Participating Unitholders other Investor Shareholders and the Other Shareholders shall not have the right to participate in the Transfer, and the Transferring Unitholder Apollo Shareholder shall have the right for a six (6) right, during the succeeding three-month period period, to transfer to the Proposed Purchaser up to the number of Units shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder Apollo Shareholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly other Investor Shareholders or Other Shareholders have elected to participate in such Transfer (such Potential Participating UnitholdersShareholders, the “Participating UnitholdersShareholders”), each of the Transferring Unitholder Apollo Shareholder and such each Participating Unitholders Shareholder will be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, up to a number of Primary shares of Common Units equal to the product of (A) the quotient Stock which is determined by dividing multiplying (i) the number of Primary shares of Common Units Stock owned by such person Participating Shareholder on the date that the Tag-Along Notice is furnished by (ii) a fraction, the numerator of which is the number of shares of Common Stock which the Proposed Purchaser desires to purchase and the denominator of which is the sum of (x) the number of shares of Common Stock which are owned by the Transferring Apollo Shareholder and (y) the aggregate number of Primary shares of Common Units Stock owned by all Unitholders participating in such sale, and (B) of the number of Primary Common Units to be sold in Participating Shareholders on the contemplated Transfer. 44date that the Tag-Along Notice is furnished.

Participation Rights. No HIG Stockholder may make a Transfer of Series C Preferred Stock pursuant to clause (ia)(iv) At least twenty of Section 2.1 unless such HIG Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (20) days prior to any Transfer by any Class A Unitholder (a the “Transferring UnitholderStockholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c)), the Transferring Unitholder will shall deliver a written notice (the “Sale Offer Notice”) to the Company and to the other holders of Units (the “Potential Participating Unitholders”), specifying each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose in reasonable detail the identity proposed number of shares of Series C Preferred Stock to be transferred, the Proposed Purchaser and the proposed price, terms and conditions of the TransferTransfer and the identity of the transferee. Each Potential Participating Unitholder of the Sankaty Stockholders holding Series C Preferred Stock may elect to participate in the contemplated Transfer sale by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Stockholder within fifteen (15) 10 days after delivery receipt of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Offer Notice. If any of the Potential Participating Unitholders has validly elected such Sankaty Stockholders elects to participate in such Transfer sale (such Potential Participating Unitholders, the “Participating UnitholdersStockholders”), each of the Transferring Unitholder Stockholder and such the Participating Unitholders Stockholders will be entitled to sell in the contemplated Transfer, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value), sale a number of Primary Common Units shares of Preferred Stock equal to the product of (Ai) the quotient determined by dividing fraction, the numerator of which is the number of Primary Common Units owned shares of Series C Preferred Stock held by such person by Person, and the denominator of which is the aggregate number of Primary Common Units Series C Preferred Stock owned by all Unitholders participating in such salethe Transferring Stockholder and the Participating Stockholders, and multiplied by (Bii) the number of Primary Common Units shares of Series C Preferred Stock to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated Transfersale. 44As a condition to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement of the prospective transferee(s) to the participation of all Participating Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified herein.

Participation Rights. (ia) At least twenty (20) days prior The Major Members shall be entitled to participate in any Transfer of Subject Securities by any Class A Unitholder a Subject Holder (excluding Transfers in a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value Public Sale, Management Exempt Transfers or Transfers to a Permitted Transferee, but including Transfers pursuant to Section 9.2 (other than Management Exempt Transfers pursuant thereto)). Upon determination of the number of Subject Securities offered in an Offer Notice that Holdings LLC and the Major Members (excluding such Subject Holder) do not elect, in the aggregate, to purchase (but in any event promptly after the offer period for Major Members described in Section 9.2(c9.2 expires, and within 45 days after delivery of the Offer Notice), such Subject Holder shall give written notice to each Major Member describing in reasonable detail the number of Subject Securities subject to the Transfer (the “Sale Units”), the Transferring Unitholder will deliver written notice price and other terms and conditions of such proposed Transfer, and the identity of the prospective transferee(s) (such notice, the “Sale Notice”) to the Company and to the other holders of Units (the “Potential Participating Unitholders”), specifying in reasonable detail the identity . Each of the Proposed Purchaser and Major Members (other than the terms and conditions Subject Holder) shall be entitled, within 15 days following delivery of the Transfer. Each Potential Participating Unitholder may elect Sale Notice, to participate in the contemplated Transfer by delivering give written notice (a “Tag-Along Notice”) to the Transferring Unitholder within fifteen (15) days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within Subject Holder and Holdings LLC that such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right Major Member desires to participate in such proposed Transfer upon the Transferprice, terms and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the Units such Major Member desires to include in such proposed Transfer. Such participation shall be allocated among each Major Member that delivers a Tag-Along Notice (each a “Participating Major Member”) on terms and conditions no more favorable a pro rata basis (calculated on the basis of each Participating Major Member’s Pro Rata Share relative to the Transferring Unitholder aggregate Pro Rata Share of the Subject Holder and all Participating Major Members, in each case determined with respect to the Total Equity Value implied by the price offered in such proposed Transfer); provided, that in no event shall any Participating Major Member be allocated a greater number of Units than those stated requested in the Sale such Participating Major Member’s Tag-Along Notice. If any The aggregate consideration to be paid to Participating Major Members in connection with the Transfer shall be allocated among each Unit on a pro rata basis (calculated on the basis of each Unit’s Pro Rata Share relative to the Potential Participating Unitholders has validly elected Pro Rata Share of all Units to participate be included in such Transfer (such Potential by Participating UnitholdersMajor Members and the Subject Holder, the “Participating Unitholders”), in each of the Transferring Unitholder and such Participating Unitholders will be entitled case determined with respect to sell in the contemplated Transfer, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity ValueValue implied by the price offered in such proposed Transfer). If a Participating Major Member does not own Units of the same class or series as the Sale Units, a number such Participating Major Member will substitute in such Transfer the Units of Primary Common Units equal the class or series held thereby that are closest in value to the product of (A) the quotient determined Sale Units as measured by dividing the number of Primary Common Units owned by such person by the aggregate number of Primary Common Units owned by all Unitholders participating in such sale, and (B) the number of Primary Common Units to be sold in the contemplated Transfer. 44a Unit’s Pro Rata Share.

Participation Rights. (i) At least twenty (20) 40 days prior to Transfer of any Transfer -------------------- Stockholder Shares by any Class A Unitholder Stockholder which, together with its Affiliates and Permitted Transferees, holds at least 10% of the Company's Common Stockholder Shares as of immediately prior to such Transfer (a “Transferring Unitholder”"Significant Stockholder") of any of such Transferring Unitholder’s Class A Common Units for value ----------------------- (other than pursuant to (i) a Public Sale or (ii) a Transfer under Section 9.2(c)2(d) or Section 3), the Transferring Unitholder transferring Significant Stockholder will deliver a written notice (the “"Sale Notice”") to the Company and to the other holders of Units Stockholders (the “Potential Participating Unitholders”"Other ----------- ----- Stockholders"), specifying in reasonable detail the identity of the Proposed Purchaser prospective ------------ transferee(s), the Stockholder Shares to be sold and the terms and conditions of the Transfer. Each Potential Participating Unitholder In the event that the Other Stockholders hold shares of the class of Stockholder Shares to be transferred, they may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder transferring Significant Stockholder within fifteen (15) 15 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall any Other Stockholders have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential "Participating UnitholdersStockholders"), the “transferring Significant Stockholder and -------------------------- each Participating Unitholders”), each of the Transferring Unitholder and such Participating Unitholders Stockholder will be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary Common Units Stockholder Shares of such class equal to the product of (Ai) the quotient determined by dividing the number of Primary Common Units owned Stockholder Shares of such class held by such person Person by the aggregate number of Primary Common Units Stockholder Shares of such class owned by the transferring Significant Stockholder and all Unitholders participating in such sale, Participating Stockholders and (Bii) the number of Primary Common Units Stockholder Shares of such class to be sold in the contemplated Transfer; provided that for purposes of the foregoing, (A) Stockholder Shares which have not vested (and will not vest as a result of such transaction) or are subject to repurchase by the Company for less than fair market value shall not be considered to be Stockholder Shares and (B) all Stockholder Shares held by any Permitted Transferee of any Other Stockholder shall be deemed held by such Other Stockholder himself or itself; provided further that if the Significant Stockholder intends to Transfer a strip of two or more classes of Stockholder Shares and any Other Stockholder (including his or its Permitted Transferees) holds all such classes of Stockholder Shares, such Other Stockholder may only participate in such Transfer if such Other Stockholder participates with respect to all such classes of Stockholder Shares. 44The transferring Significant Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in any contemplated Transfer, and the transferring Significant Stockholder shall not Transfer any of its Stockholder Shares to the prospective transferee(s) unless (1) the prospective transferee(s) agrees to allow the participation of the Participating Stockholders or (2) the transferring Significant Stockholder agrees to purchase the number of such class of Stockholder Shares from any Participating Stockholders which the Participating Stockholders would have been entitled to sell pursuant to this Section 2(b). Each Stockholder involved in any transaction pursuant to this Section 2(b) shall be required to bear its pro rata share (based upon the number of shares sold or the number of shares to be acquired pursuant to options or other rights) of the expenses incurred by the Stockholders in connection with such transaction to the extent such costs are incurred for the benefit of all such Stockholders and are not otherwise paid by the Company or the acquiring party and each Stockholder shall be obligated to join on a pro rata basis (based on the number of shares sold or the number of shares to be acquired pursuant to options or other rights) in any representations, warranties, indemnification provisions or other obligations (including without limitation any escrow arrangements) that the Significant Stockholder agrees to provide in connection with such transaction (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder's title to and ownership of Stockholder Shares).

Participation Rights. (i) At least twenty (20) 30 days prior to any Transfer of shares of any class of Company Stock by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units Spectrum Group Stockholder for value (other than pursuant to Section 9.2(c)a Spectrum Exempt Transfer or an Approved Sale), the Transferring Unitholder transferring member of the Spectrum Group Stockholders will deliver written notice (the “Sale Notice”) to the Company and to the other holders of Units Investor Stockholders (excluding the “Potential Participating Unitholders”Spectrum Group Stockholders), specifying in reasonable detail the identity of the prospective transferee(s) (the “Proposed Purchaser Purchaser”) and the terms and conditions of the Transfer. Each Potential Participating Unitholder Notwithstanding the restrictions contained in this Section 2, any or all of the Investor Stockholders (excluding for purposes hereof the Spectrum Group Stockholders) may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder transferring Spectrum Group Stockholder within fifteen (15) 10 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder received by such Spectrum Group Stockholder within such fifteen (15) 10 day period, none of the Potential Participating Unitholders then such Investor Stockholders shall have the no right to participate in the Transfer, and the Transferring Unitholder such Spectrum Group Stockholder shall have the right for a six (6) six-month period to transfer to the Proposed Purchaser up to the number of Units shares of Company Stock stated in the Sale Notice, on terms and conditions no more move favorable to the Transferring Unitholder Spectrum Group Stockholder than those stated in the Sale Notice. If any of Investor Stockholders (other than the Potential Participating Unitholders has validly Spectrum Group Stockholders) have elected to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”)Transfer, each of the Transferring Unitholder transferring Spectrum Group Stockholders and such Participating Unitholders participating Investor Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary Common Units shares of such class of Company Stock equal to the product of (A) the quotient determined by dividing the number of Primary Common Units shares of such class of Company Stock owned by such person (calculated on a Fully Diluted Basis) by the aggregate number of Primary Common Units shares of such class of Company Stock owned by all Unitholders the transferring Spectrum Group Stockholders and the Other Stockholders (each calculated on a Fully Diluted Basis) participating in such sale, sale and (B) the number of Primary Common Units shares of such class of Company Stock to be sold in the contemplated Transfer. 44Notwithstanding the foregoing, in the event that the transferring Spectrum Group Stockholder(s) intend to Transfer shares of more than one class of Company Stock, then such Investor Stockholders participating in such Transfer shall be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Company Stock (to the extent such participating Investor Stockholders own any shares of such other classes of Company Stock), which portion shall be determined in the manner set forth immediately above. For example (by way of illustration only), if the Sale Notice contemplated a sale of 100 shares of Company Stock by the transferring Spectrum Group Stockholder, and if the transferring Spectrum Group Stockholder at such time owns 30% of the Company Stock and if only one Investor Stockholder elects to participate and owns 20% of the Company Stock, the transferring Spectrum Group Stockholder would be entitled to sell 60 shares (30% ÷ 50% x 100 shares) and such Investor Stockholder would be entitled to sell 40 shares (20% ÷ 50% x 100 shares).

Participation Rights. (i) At least twenty If one or more of the Xxxx Group (20the "Transferring ------------ Securityholders") days prior desires to Transfer all or any portion of any class --------------- of its Securities (or any direct or indirect interest therein) to any Transfer by any Class A Unitholder (a “Transferring Unitholder”Person(s) or to the Company, they must first deliver to all of any the other holders of such Transferring Unitholder’s Class A Common Units for value class of Securities (other than pursuant to Section 9.2(c)), the Transferring Unitholder will deliver "Other ----- Securityholders") a written notice (the “"Sale Notice”") in which the ----------- prospective Transferring Securityholders state the price and other material terms and conditions on which they propose to effect such Transfer of such class of (or interest in) their Securities, or portion thereof, and the identity of the proposed Transferee(s). For purposes of this Section 1(b), a Transfer by the Xxxx Group shall include a transfer, direct or indirect, by the holders of the Equity Securities of the Xxxx Group (or any direct or indirect interest therein) and such Transfer will be deemed to be a Transfer by the Xxxx Group for purposes of determining the rights of Other Securityholders under this Section 1(b). Each Other Securityholder to whom such a Sale Notice is given may within 15 days following receipt of the Sale Notice, give to the Company and to the other holders of Units (the “Potential Participating Unitholders”), specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Each Potential Participating Unitholder may elect to participate in the contemplated Transfer by delivering Transferring Securityholders a written notice (a “"Tag-Along Notice”") to the Transferring Unitholder within fifteen (15) days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right ---------------- indicating that it desires to participate in the such Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly Other Securityholders have elected to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”)Transfer, each of the Transferring Unitholder Securityholders and such Participating Unitholders Other Securityholders will be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)and conditions, a number of Primary Common Units units of such class of Securities equal to the product of (A) the quotient determined by dividing the number of Primary Common Units units of such class of Securities owned by such person by the aggregate number of Primary Common Units units of such class of Securities owned by all Unitholders the Transferring Securityholders and the Other Securityholders participating in such sale, Transfer and (B) the number of Primary Common Units units of such class of Securities to be sold in the contemplated Transfer (the "Pro Rata Share"). Notwithstanding the --- ---------- foregoing, (x) in the event that the Transferring Securityholders intend to Transfer units of more than one class of Securities, the Other Securityholders participating in such Transfer shall be required to sell in the contemplated Transfer a pro rata portion of units of all such classes of Securities (to the extent such Other Securityholders own any units of such other classes of Securities), which portion shall be determined in the manner set forth immediately above, (y) Units which are not Vested Common Units pursuant to the LLC Agreement may not be transferred by an Other Securityholder in any event and (z) Vested Common Units shall be treated as Class A Units for purposes of this Paragraph 1(b)(i) except that the price to be paid for such Vested Common Units will be the amount such holder of such Vested Common Units would have received if a Liquidity Event occurred at the value which the proposed transferee is acquiring the Securities and such consideration was paid directly to the Company and then distributed by the Company in a complete liquidation pursuant to the terms of the LLC Agreement as in effect immediately prior to such Transfer. 44For example (by way of illustration only), if the Sale Notice ----------------------------------------- contemplated a sale of 100 Class A Units by the Transferring Securityholders, and if the Transferring Securityholders at such time owns 30% of the Class A Units and if one Other Securityholder elects to participate and owns 20% of the Class A Units, the Transferring Securityholders would be entitled to sell 60 Class A Units (30% / 50% x 100 units) and the Other Securityholder would be entitled to sell 40 Class A Units (20% / 50% x 100 units).

Participation Rights. (i) At least twenty If one or more of the Xxxx Group (20the "Transferring ------------ Securityholders") days prior desires to Transfer all or any portion of any class --------------- of its Securities to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) Person(s), they must first deliver to all of any the other holders of such Transferring Unitholder’s Class A Common Units for value class of Securities (other than pursuant to Section 9.2(c)), the Transferring Unitholder will deliver "Other ----- Securityholders") a written notice (the “"Sale Notice”") in which the --------------- ----------- prospective Transferring Securityholders state the price and other material terms and conditions on which they propose to the Company effect such Transfer of Securities, or portion thereof, and to the other holders of Units (the “Potential Participating Unitholders”), specifying in reasonable detail the identity of the Proposed Purchaser proposed Transferee(s). For purposes of this Section 1(b), a Transfer by the Xxxx Group shall include a transfer by the holders of the equity securities of the Xxxx Group and a transfer of any securities which has the economic effect of a Transfer of the equity securities of the Xxxx Group and such transfers will be deemed to be a Transfer by the Xxxx Group for purposes of determining the rights of Other Securityholders under this Section 1(b). Each Other Securityholder to whom such a Sale Notice is given may within 15 days following receipt of the Sale Notice, give to the Partnership, the General Partner and the terms and conditions of the Transfer. Each Potential Participating Unitholder may elect to participate in the contemplated Transfer by delivering Transferring Securityholders a written notice (a “"Tag-Along Notice”") to the Transferring Unitholder within fifteen (15) days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right ---------------- indicating that it desires to participate in the such Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly Other Securityholders have elected to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”)Transfer, each of the Transferring Unitholder Securityholders and such Participating Unitholders Other Securityholders will be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)and conditions, a number of Primary Common Units Securities of such class equal to the product of (A) the quotient determined by dividing the number of Primary Common Units Securities of such class owned by such person by the aggregate number of Primary Common Units Securities of such class owned by all Unitholders the Transferring Securityholders and the Other Securityholders participating in such sale, Transfer and (B) the number of Primary Common Units Securities of such class to be sold in the contemplated TransferTransfer (the "Pro Rata -------- Share"). 44Notwithstanding the foregoing, in the event that the ----- Transferring Securityholders intend to Transfer more than one class of Securities, the Other Securityholders participating in such Transfer shall be required to sell in the contemplated Transfer a pro rata portion of all such classes of Securities (to the extent such Other Securityholders own any such other classes of Securities), which portion shall be determined in the manner set forth immediately above. For example (by way of illustration only), if the Sale Notice ----------------------------------------- contemplated a sale of 100 Class A Common Units by the Transferring Securityholders, and if the Transferring Securityholders at such time owns 30% of the Class A Common Units and if one Other Securityholder elects to participate and owns 20% of the Class A Common Units, the Transferring Securityholders would be entitled to sell 60 Class Common A Units (30% / 50% x 100 units) and the Other Securityholder would be entitled to sell 40 Class A Common Units (20% / 50% x 100 units).

Participation Rights. (ia) At Prior to an initial Public Offering, at least twenty thirty (2030) days prior to any sale or Transfer of Units by any Class A Unitholder either Principal Investor (a the “Transferring UnitholderTag-Along Seller”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c)), the Transferring Unitholder will Tag-Along Seller shall deliver a written notice (the “Sale Tag-Along Notice”) to the Company and to the other holders of Units Unitholders (the “Potential Participating Tag-Along Unitholders”), ) specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s) and the terms and conditions of the Transfersale, including the number of Units to be sold and the cash price therefor (the “Tag-Along Offer”). Each Potential Participating Unitholder The Tag-Along Unitholders may elect to participate in the contemplated Transfer sale by delivering written notice (a “Tag-Along Response Notice”) to the Transferring Unitholder Tag-Along Seller within fifteen ten (1510) days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Tag-Along Unitholders has validly have elected to participate in such Transfer (such Potential Participating Unitholderssale, the “Participating Unitholders”), each of the Transferring Unitholder Tag-Along Seller and such Participating Tag-Along Unitholders will be entitled to sell in the contemplated TransferTag-Along Offer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary Common Units to be sold equal to the product of (A) the quotient determined such Person’s Tag-Along Pro Rata Percentage multiplied by dividing the number of Primary Common Units owned by such person by the aggregate number of Primary Common Units owned by all Unitholders participating in such sale, and (B) the number of Primary Common Units to be sold in the contemplated Transfersale. 44If at the termination of such thirty (30)-day period any Unitholder shall not have elected to participate in the Tag-Along Offer, such Unitholder will be deemed to have waived its rights under this Section 10.4 with respect to such Tag-Along Offer. Each Tag-Along Unitholder’s right to participate in such Tag-Along Offer shall be conditioned upon (i) the consummation of the transactions contemplated in the Tag-Along Notice with the prospective transferee(s) named therein, (ii) each Tag-Along Unitholder’s execution and delivery of all agreements and other documents as the Tag-Along Seller is required to execute and deliver in connection with such sale (including representations and warranties as to (x) such Tag-Along Unitholder’s ownership of his, her or its Units to be sold free and clear of all Liens (other than any imposed by this Agreement), (y) such Tag-Along Unitholder’s power and authority to effect such sale and certificate, if any, representing the applicable Units (together with an executed stock (or similar) power or other conveyance document) and (z) such matters pertaining to compliance with securities laws as the prospective transferee(s) may reasonably require) and (iii) any Tag-Along Unitholder shall not be liable for the inaccuracy of any representation or warranty made by any other person (unless such representation is made jointly with such other person) in connection with the Tag-Along Offer; provided that each Tag-Along Unitholder shall (a) be required (i) to bear his, her or its proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses and (ii) to make such customary representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Tag-Along Offer, in each case on terms no less favorable to the Tag-Along Unitholders than those disclosed in the Tag-Along Notice and (b) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller, it being understood that any liability of any Tag-Along Unitholder for indemnification or similar post-closing obligations shall not exceed a proportional share of any such liability based on such Tag-Along Unitholder’s share of the aggregate consideration in the Tag-Along Offer.

Participation Rights. (i) At least twenty (20) 30 days prior to any Transfer of any Covered Securities by any Class A Unitholder Securityholder which, together with its Permitted Transferees, holds at least the Threshold Amount of a class of Covered Securities as of immediately prior to such Transfer (a “Transferring Unitholder”"Significant Securityholder") of any of such Transferring Unitholder’s Class A Common Units for value (other than (i) pursuant to a Public Sale or (ii) a Transfer pursuant to Section 9.2(c)3(c) or Section 5 hereof), the Transferring Unitholder transferring Significant Securityholder will deliver a written notice (the “"Sale Notice”") to the Company and to the other holders of Units Securityholders (the “Potential Participating Unitholders”"Other Securityholders"), specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s), the Covered Securities to be sold and the terms and conditions of the Transfer. Each Potential Participating Unitholder In the event that the Other Securityholders hold (x) the class of Covered Securities which are to be transferred, (y) securities convertible, exchangeable or exercisable for the class of Covered Securities which are to be transferred, or (z) securities into which the class of Covered Securities which are to be transferred are convertible, exchangeable or exercisable, they may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder transferring Significant Securityholder within fifteen (15) 15 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall any Other Securityholders have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential "Participating UnitholdersSecurityholders"), the “transferring Significant Securityholder and each Participating Unitholders”), each of the Transferring Unitholder and such Participating Unitholders Securityholder will be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary Common Covered Securities of such class (other than Unvested Units (as such term is defined in the Executives' Equity Participation Agreements), or securities convertible, exchangeable or exercisable for Covered Securities of such class (or securities into which such class of Covered Securities are convertible, exchangeable or exercisable), equal to the product of (Ai) the quotient determined by dividing the number of Primary Common Units owned Covered Securities of such class (other than Unvested Units) and securities convertible, exchangeable or exercisable for Covered Securities of such class (or securities into which such class of Covered Securities are convertible, exchangeable or exercisable) held by such person Person by the aggregate number of Primary Common Units Covered Securities of such class (other than Unvested Units) and securities convertible, exchangeable or exercisable for Covered Securities of such class (or securities into which such class of Covered Securities are convertible, exchangeable or exercisable) owned by the transferring Significant Securityholder and all Unitholders participating in such sale, Participating Securityholders and (Bii) the number of Primary Common Units Covered Securities of such class and securities convertible, exchangeable or exercisable for Covered Securities of such class (or securities into which such class of Covered Securities are convertible, exchangeable or exercisable) to be sold in the contemplated Transfer. 44Subject to the remaining provisions of this Section 3(a), the transferring Significant Securityholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Securityholders in any contemplated Transfer, and the transferring Significant Securityholder shall not Transfer any of its Covered Securities of such class to the prospective transferee(s) unless (1) the prospective transferee(s) agrees to allow the participation of the Participating Securityholders or (2) the transferring Significant Securityholder agrees to purchase the number of such class of Covered Securities from any Participating Securityholders which the Participating Securityholders would have been entitled to sell pursuant to this Section 3(a). If any securities convertible, exchangeable or exercisable for Covered Securities of such class (or securities into which such class of Covered Securities are convertible, exchangeable or exercisable) are included in any Transfer under this Section 3(a), the purchase price for such securities shall be equal to the full purchase price determined hereunder for the Covered Securities covered by the portion of such securities to be transferred, adjusted by the aggregate exercise price for such units. Notwithstanding the foregoing, in the event that a prospective transferee of CSC Securities, other than shares of Class A Stock, is not willing to agree to the participation of a Participating Securityholder in any such Transfer for the reason that such Participating Securityholder proposes to transfer Class B Stock and, pursuant to the terms of the CSC Charter, the proposed Transfer would result in holders of the Class B Stock losing any voting rights to which holders of the Class B Stock are then entitled, then (i) the transferring Significant Securityholder shall have no further obligation either to endeavor to include such Class B Stock in the proposed Transfer or to purchase such Class B Stock from such Participating Security holder, (iii) the transferring Significant Securityholder shall not be precluded from transferring any of its Covered Securities by reason of the exclusion of such Class B Stock from the proposed Transfer, and (iii) such shares of Class B Stock shall be disregarded for purposes of determining the number of Covered Securities that such Participating Securityholder may sell in the contemplated Transfer. Each Securityholder transferring Covered Securities pursuant to this Section 3(a) shall pay his or its pro rata share (based on the number of Covered Securities to be sold) of the expenses incurred by the Securityholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Covered Securities to be sold) in any indemnification or other obligations that the transferring Significant Securityholder agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Securityholder, such as indemnification with respect to representations and warranties given by a Securityholder regarding such Securityholder's title to, ownership of Covered Securities and, for such Securityholders that are not individuals, authority to enter into such agreement); provided, however, that no Investor shall be required to make a representation or warranty that any other Investor is not required to make.

Participation Rights. (ia) At least twenty (20) days prior In the event that the other Institutional Stockholders fail to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c))purchase the Restricted Securities specified in the Offer Notice, the Transferring Unitholder will deliver Stockholder shall offer, by written notice (the “Sale "Tag-along Notice”") each of the other Institutional Stockholders and each of the Other Stockholders (the "Non-Transferring Stockholders") the opportunity to participate in such sale, subject to the Company and to the other holders provisions of Units subparagraph (the “Potential Participating Unitholders”), specifying in reasonable detail the identity b) of this Section 3.3. Each of the Proposed Purchaser and the terms and conditions of the Transfer. Each Potential Participating Unitholder Non-Transferring Stockholders may elect to participate in the contemplated Transfer sale by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Stockholder within fifteen (15) 15 days after delivery receipt of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale along Notice. If any of the Potential Participating Unitholders has validly elected Non-Transferring Stockholders elects to participate in such Transfer sale (such Potential Participating Unitholders, the “Participating Unitholders”"Tag-along Sale"), each of the Transferring Unitholder Stockholder and such Participating Unitholders participating Non-Transferring Stockholders will be entitled to sell sell, in the contemplated Transfersale, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary Common Units shares of Restricted Securities of the class proposed to be sold equal to the product of (Ai) the quotient determined by dividing fraction, the numerator of which is the number of Primary Common Units owned shares of Restricted Securities (on a fully-diluted basis, treating all classes of Restricted Securities as a single class) held by such person by Person, and the denominator of which is the aggregate number of Primary Common Units shares of Restricted Securities (on a fully-diluted basis, treating all classes of Restricted Securities as a single class) owned by all Unitholders the Transferring Stockholder and such participating in such saleNon-Transferring Stockholders, and MULTIPLIED BY (Bii) the number of Primary Common Units shares of Restricted Securities (on a fully diluted basis) to be sold in the contemplated Transfersale. 44For example, if the notice from the Transferring Stockholder contemplated a sale of 100 shares of Restricted Securities by the Transferring Stockholder and the Transferring Stockholder at such time owns 300 shares of Restricted Securities, and if one Non-Transferring Stockholder elects to participate in such sale and such Non-Transferring Stockholder owns 200 shares of Restricted Securities (on a fully-diluted basis), such Transferring Stockholder would be entitled to sell 60 shares (300/500 x 100 shares) and such Non-Transferring Stockholder would be entitled to sell 40 shares (200/500 x 100 shares).

Participation Rights. (i) At least twenty (20) 10 business days prior to any the Transfer (or series of Transfers) by any Class A Unitholder Stockholder (a “"Transferring Unitholder”Stockholder") of any Stockholder Shares representing more than 10% of the outstanding Stockholder Shares held by such Transferring Unitholder’s Class A Common Units for value Stockholder (other than pursuant to (i) a Public Sale or (ii) a Transfer under Section 9.2(c4(c), Section 4(d) or Section 5), the Transferring Unitholder Stockholder will deliver a written notice (the “"Sale Notice”") to the Company and to the other holders of Units (the “Potential Participating Unitholders”)Other Stockholders, specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s), the Stockholder Shares to be sold and the terms and conditions of the Transfer. Each Potential Participating Unitholder If the Other Stockholders hold shares of the class of Stockholder Shares to be transferred, they may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Stockholder within fifteen (15) 5 business days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall any Other Stockholders have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential "Participating UnitholdersStockholders"), the “Transferring Stockholder and each Participating Unitholders”), each of the Transferring Unitholder and such Participating Unitholders Stockholder will be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary Common Units Stockholder Shares of such class equal to the product of (Ai) the quotient determined by dividing the number of Primary Common Units owned Stockholder Shares of such class held by such person Person by the aggregate number of Primary Common Units Stockholder Shares of such class owned by the Transferring Stockholder and all Unitholders participating in such sale, Participating Stockholders and (Bii) the aggregate number of Primary Common Units Stockholder Shares of such class to be sold in the contemplated Transfer; provided that for purposes of the foregoing, (A) Stockholder Shares which have not vested (and will not vest as a result of such transaction) or are subject to repurchase by the Company for less than fair market value shall not be considered to be Stockholder Shares and (B) all Stockholder Shares held by any Permitted Transferee of any Other Stockholder shall be deemed held by such Other Stockholder himself or itself; provided further that if the Transferring Stockholder intends to Transfer a strip of two or more classes of Stockholder Shares and any Other Stockholder (including his or its Permitted Transferees) holds all such classes of Stockholder Shares, such Other Stockholder may only participate in such Transfer if such Other Stockholder participates with respect to all such classes of Stockholder Shares. 44The Transferring Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in any contemplated Transfer, and the Transferring Stockholder shall not Transfer any of its Stockholder Shares to the prospective transferee(s) unless (1) the prospective transferee(s) agrees to allow the participation of the Participating Stockholders or (2) the Transferring Stockholder agrees to purchase the number of such class of Stockholder Shares from any Participating Stockholders which the Participating Stockholders would have been entitled to sell pursuant to this Section 4(b). Each Stockholder participating in any transaction pursuant to this Section 4(b) shall be required to bear its pro rata share (based upon the number of shares sold) of the expenses incurred by the Stockholders in connection with such transaction to the extent such costs are incurred for the benefit of all such Stockholders and are not otherwise paid by the Company or the acquiring party and each Stockholder shall be obligated to join on a pro rata basis (based on the number of shares sold) in any representations, warranties, indemnification provisions or other obligations (including without limitation any escrow arrangements) that the Transferring Stockholder agrees to provide in connection with such transaction (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder's title to and ownership of Stockholder Shares).

Participation Rights. (i) At least twenty (20) Not fewer than 30 days prior to making any Transfer by any Class A Unitholder of ABRY Investor Shares or Mezzanine Investor Shares (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value (in each ease other than pursuant to a Transfer by a Participating Member in a Transfer conducted in accordance with Section 9.2(c4(b)), the holder of the Member Shares to be Transferred (the “Transferring Unitholder will Holder”) shall deliver written notice (the “Sale Notice”) to the Company and to the all other holders of Units Members (as applicable, the “Potential Participating UnitholdersOther Members”), specifying . The Sale Notice shall disclose in reasonable detail the identity of the Proposed Purchaser prospective Transferee(s), the number and class of Member Shares to be Transferred and the terms and conditions of the proposed Transfer. The Transferring Holder shall not consummate any such Transfer until 30 days after the Sale Notice has been given to the Company and to the Other Members entitled to receive such Sale Notice, or, if earlier, the date upon which the parties to the Transfer have been finally determined pursuant to this Section 4 (such 30th day or earlier date being the “Authorization Date”). Each Potential Participating Unitholder Other Member may elect to participate in the contemplated proposed Transfer and on the same terms (subject to Section 6 hereof) by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Holder within fifteen (15) 20 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right any Other Member elects to participate in such Transfer, then each such Member (each a “Participating Member”) shall be entitled to include in the proposed Transfer on the same terms (subject to Section 6 hereof), a percentage of the Member Shares of each series of Member Shares held by such Participating Member that is equal to the quotient determined by dividing (x) the total number of Points for the Member Shares to be included in the proposed Transfer by (y) the aggregate number of Points for the outstanding Member Shares. The Transferring Holder shall use its best efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Participating Members in any contemplated Transfer and to the inclusion of their respective Member Shares in the contemplated Transfer, and the Transferring Unitholder Holder shall have not Transfer any of its Member Shares to any prospective Transferee if such prospective Transferee(s) declines to allow the right for participation of the Participating Members or the inclusion of such Participating Member’s Member Shares sought to be included pursuant to this Section 4(b). Each Member Transferring Member Shares pursuant to this Section 4(b) shall pay its share (as described in Section 6 hereof) of the expenses incurred by the Members in connection with such Transfer and shall be obligated to join (on a six several, but not joint and several, basis) in and bear its share (6as described in Section 6 hereof) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to any indemnification or other obligations that the Transferring Unitholder than those stated Holder agrees to provide in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in connection with such Transfer (other than any such Potential Participating Unitholders, 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 Member Shares); provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the “Participating Unitholders”), each Transferees with respect to an amount in excess of the Transferring Unitholder and such Participating Unitholders will be entitled to sell in the contemplated Transfer, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value), a number of Primary Common Units equal to the product of (A) the quotient determined by dividing the number of Primary Common Units owned total consideration received by such person by the aggregate number of Primary Common Units owned by all Unitholders participating holder in connection with such sale, and (B) the number of Primary Common Units to be sold in the contemplated Transfer. 44.

Participation Rights. (i) At least twenty (20) days prior In the event that the Non-Transferring Shareholders fail to purchase the Crossroads Securities specified in the Offer Notice, any Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c)), the Transferring Unitholder will deliver written notice (the “Sale Notice”) to the Company and to the other holders of Units (the “Potential Participating Unitholders”), specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Each Potential Participating Unitholder Series E Investor Shareholder may elect to participate in the contemplated Transfer Third Party Sale by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Shareholder within fifteen (15) 15 days after delivery expiration of the Sale NoticeShareholder Election Period. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected Series E Investor Shareholder elects to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”)Third Party Sale, each of the Transferring Unitholder Shareholder and such Participating Unitholders the Series E Investor Shareholder(s) will be entitled to sell in the contemplated TransferThird Party Sale, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary Common Units shares of Securities proposed to be sold equal to the product of (Ai) the quotient determined by dividing fraction, the numerator of which is the number of Primary Common Units owned shares of Securities (on a fully-diluted basis) held by such person by Person, and the denominator of which is the aggregate number of Primary Common Units shares of Securities (on a fully-diluted basis) owned by all Unitholders participating in such salethe Transferring Shareholder and the Series E Investor Shareholder(s), and MULTIPLIED BY (Bii) the number of Primary Common Units shares of Securities (on a fully-diluted basis) to be sold in the contemplated TransferThird Party Sale. 44For example, if the notice from the Transferring Shareholder contemplated a sale of 100 shares of Securities by the Transferring Shareholder and the Transferring Shareholder at such time owns 300 shares of Securities, and if a Series E Investor Shareholder elects to participate in such sale and the Series E Investor Shareholder owns 200 shares of Securities (on a fully-diluted basis), such Transferring Shareholder would be entitled to sell 60 shares (300/500 x 100 shares) and the Series E Investor Shareholder would be entitled to sell 40 shares (200/500 x 100 shares). The Transferring Shareholder will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of a Series E Investor Shareholder in any contemplated Third Party Sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Series E Investor Shareholder(s) on the terms specified herein.

Participation Rights. (i) At least twenty thirty (2030) days prior to any Transfer of any Ordinary Shares by any Class A Unitholder member of the Golden Gate Group (a the “Transferring UnitholderShareholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant a Transfer among the members of the Golden Gate Group or any of their respective Affiliates or to Section 9.2(c)an employee or director of the Company or its Subsidiaries for compensatory purposes or any exchange of Ordinary Shares with the Company), the Transferring Unitholder Shareholder will deliver a written notice (the “Sale Notice”) to the Company Company, the members of the Oak Group, the members of the Other Group and to the all other holders of Units Ordinary Shares that have been granted participation rights similar to the participation rights granted herein (the members of the Oak Group, the members of the Other Group and all other holders of Ordinary Shares that have been granted participation rights similar to the participation rights granted herein are collectively referred to herein as the “Potential Participating UnitholdersOther Shareholders”), specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s) and the terms and conditions of the Transfer. Each Potential Participating Unitholder Notwithstanding the restrictions contained in Section 2, any or all of the Other Shareholders may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Shareholder within fifteen ten (1510) days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders Other Shareholder has validly elected to participate in such Transfer (each such Potential Participating UnitholdersOther Shareholder, the a “Participating UnitholdersShareholder”), each of the Transferring Unitholder Shareholder and such the Participating Unitholders Shareholders will be entitled to sell in the contemplated Transfer, on the same economic terms (with and at the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)prices specified below, a number of Primary Common Units Ordinary Shares equal to the product of (A) the quotient determined by dividing the number of Primary Common Units Ordinary Shares owned by such person Participating Shareholder by the aggregate number of Primary Common Units Ordinary Shares owned by the Transferring Shareholder and all Unitholders participating in such sale, Participating Shareholders and (B) the number of Primary Common Units Ordinary Shares to be sold in the contemplated Transfer. 44Notwithstanding the foregoing, in the event that the Transferring Shareholder intends to Transfer Ordinary Shares of more than one class, the Participating Shareholders will be required to sell in the contemplated Transfer a pro rata portion of Ordinary Shares of all such classes (to the extent the Participating Shareholders own any Ordinary Shares of such other classes), which portion will be determined in the manner set forth in the immediately preceding sentence. For purposes of this Section 3 only, Ordinary Shares of different classes whose only difference is their voting characteristics (i.e., Class L Shares and Class L Non-Voting Shares) will be deemed to be in the same class of Ordinary Shares. With respect to Class L Shares or Class L Non-Voting Shares to be sold by the Transferring Shareholder, each Participating Shareholder transferring Class L Shares or Class L Non-Voting Shares will be entitled to receive the same price per share to be received by the Transferring Shareholder in such Transfer. With respect to any Participating Shareholder which elects to transfer any other class of Ordinary Shares (other than Class L Shares or Class L Non-Voting Shares), the price per share to be received by such Participating Shareholder in such Transfer shall be determined as if the Company had been sold for the valuation implied by such Transfer (by extrapolating such valuation to a sale of all of the Ordinary Shares of the Company) and the proceeds of such sale had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company’s articles of association as in effect immediately prior to such Transfer. For example (by way of illustration only), if the Sale Notice contemplated a sale of 100 Ordinary Shares by the Transferring Shareholder, and if the Transferring Shareholder at such time owns 30% of the Ordinary Shares and if one Participating Shareholder elects to participate and owns 20% of the Ordinary Shares (and all other Shareholders choose not to participate), then the Transferring Shareholder would be entitled to sell 60 shares (30% ÷ 50% x 100 shares) and the Participating Shareholder would be entitled to sell 40 shares (20% ÷ 50% x 100 shares).

Participation Rights. (i) At least twenty (20) 15 days prior to any Transfer by of any Class A Unitholder (a “Transferring Unitholder”Perry Shares, the holder(s) of any of such Perry Shares intending to Transfer Perry Shares (the "Transferring Unitholder’s Class A Common Units for value Stockholder") will deliver to the other Stockholders (other than pursuant to Section 9.2(c))collectively, the Transferring Unitholder will deliver "Other Stockholders") a written notice (the “a "Sale Notice”") to the Company and to the other holders of Units (the “Potential Participating Unitholders”), specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s) and the terms and conditions of the contemplated Transfer. Each Potential Participating Unitholder The Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Stockholder within fifteen (15) 15 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall any Other Stockholders have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”)Transfer, each of the Transferring Unitholder Stockholder and such Participating Unitholders Other Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary shares of Common Units Stock being transferred equal to the product of obtained by multiplying (A) the quotient determined by dividing (x) the number of Primary shares of Common Units Stock owned by such person Person by (y) the aggregate number of Primary shares of Common Units owned Stock then held by all Unitholders Persons participating in such saleTransfer, and including the Transferring Stockholder (such Person's "Pro Rata Share") by (B) the number of Primary shares of Common Units Stock to be sold in the contemplated Transfer. 44If any Person participating in such Transfer elects to Transfer less than its Pro Rata Share, the shares which such Person had the right, but did not elect, to Transfer will be reoffered to the Persons participating in such Transfer who ejected to Transfer their full Pro Rata Share (pro rata among such Persons based On their respective Pro Rata Shares), and so on until the Persons participating in such Transfer have elected to Transfer all shares to be sold in the contemplated Transfer. For purposes of determining the respective Pro Rata Shares, each Person will be deemed to hold an Common Stock held by them and their Affiliates (provided that no share of Common Stock shall be counted more than once for this purpose) and all such affiliated Persons shall be treated as a single Person.

Participation Rights. (i) At least twenty (20) days prior In the event that the Non-Transferring Stockholders fail to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c))purchase the Securities specified in the Offer Notice, the Transferring Unitholder will deliver written notice (the “Sale Notice”) to the Company and to the other holders of Units (the “Potential Participating Unitholders”), specifying in reasonable detail the identity each of the Proposed Purchaser and the terms and conditions of the Transfer. Each Potential Participating Unitholder Non-Transferring Stockholders may elect to participate in any such contemplated sale by any Transferring Stockholder other than the contemplated Transfer Paribas Stockholders by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Stockholder within fifteen (15) 15 days after delivery expiration of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale NoticeStockholder Election Period. If any of the Potential Participating Unitholders has validly elected Non-Transferring Stockholders elects to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”)sale, each of the Transferring Unitholder Stockholder and such Participating Unitholders participating Non-Transferring Stockholders will be entitled to sell in the contemplated Transfer, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value), sale a number of Primary Common Units Securities equal to the product of (Ai) the quotient determined by dividing fraction, the numerator of which is the number of Primary Securities of the type or class to be transferred (on a fully-diluted basis treating all classes of Common Units owned Stock as a single class) held by such person by Person, and the denominator of which is the aggregate number of Primary Securities of the same type or class (on a fully-diluted basis, treating all classes of Common Units Stock as a single class) owned by all Unitholders the Transferring Stockholder and such participating in such saleNon-Transferring Stockholders, and multiplied by (Bii) the number of Primary Securities of the same type or class (on a fully-diluted basis treating all classes of Common Units Stock as a single class) to be sold in the contemplated Transfersale. 44For example, if the notice from the Transferring Stockholder contemplated a sale of 100 shares of Common Stock by the Transferring Stockholder and the Transferring Stockholder at such time owns 300 shares of Common Stock, and if one Non-Transferring Stockholder elects to participate in such sale and such Non-Transferring Stockholder owns 200 shares of Common Stock (on a fully-diluted basis), such Transferring Stockholder would be entitled to sell 60 shares (300/500 x 100 shares) and such Non-Transferring Stockholder would be entitled to sell 40 shares (200/500 x 100 shares). The Transferring Stockholder will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Non-Transferring Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Non-Transferring Stockholders on the terms specified herein. In addition, in any sale pursuant to this Section 2.3, the Transferring Stockholder and any participating Non-Transferring Stockholder shall receive the same form and amount of consideration per Security as is given the other Non-Transferring Stockholders and the Transferring Stockholders, or if any such Person is given an option as to the form and amount of consideration to be received, all of such Persons will be given the same option, and no Stockholder will be entitled to receive any economic benefits which are not made available on a pro rata basis to all of the other Stockholders. In determining the amount of consideration per Security payable to any Stockholder in connection with any sale pursuant to this Section 2.3, all consulting, noncompetition, investment banking or other fees payable to such Stockholder in connection with such sale shall be deemed to be part of the consideration to be paid to such Stockholder in connection with such sale (other than any bona fide investment banking fees paid to the TA Stockholders in connection with any investment banking or advisory services rendered by them in connection with such sale).

Participation Rights. (i) At least twenty (20) 30 days prior to any Transfer of shares of any class of Common Shares by any Class A Unitholder Xxxx Group Shareholder (other than (a) a “Transferring Unitholder”transfer among the Xxxx Group Shareholders or their Affiliates or to an employee of the Company or any of its Subsidiaries or any member of the Board, (b) a sale of Common Shares by a Xxxx Group Shareholder in a Public Sale or (c) in connection with a transfer to the partners, members or beneficiaries of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c)the Bain Shares), the Transferring Unitholder transferring member of the Xxxx Group Shareholders will deliver written notice (the “Sale Notice”) to the Company and to the other holders of Units Shareholders (the “Potential Participating UnitholdersOther Shareholders”), specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s) and the terms and conditions of the Transfer. Each Potential Participating Unitholder Notwithstanding the restrictions contained in this paragraph 2, the Other Shareholders may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder transferring Xxxx Group Shareholder within fifteen (15) 10 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall any Other Shareholders have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”)Transfer, each of the Transferring Unitholder transferring Xxxx Group Shareholders and such Participating Unitholders Other Shareholders will be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary shares of such class of Common Units Shares equal to the product of (A) the quotient determined by dividing the number of Primary shares of such class of Common Units Shares owned by such person by the aggregate number of Primary shares of such class of Common Units Shares owned by all Unitholders the transferring Xxxx Group Shareholders and the Other Shareholders participating in such sale, sale and (B) the number of Primary shares of such class of Common Units Shares to be sold in the contemplated Transfertransfer. 44Notwithstanding the foregoing, in the event that the transferring Xxxx Group Shareholder(s) intend to Transfer shares of more than one class of Common Shares, the Other Shareholders participating in such transfer shall be required to sell in the contemplated transfer a pro rata portion of shares of all such classes of Common Shares (to the extent such Other Shareholders own any shares of such other classes of Common Shares), which portion shall be determined in the manner set forth immediately above. Solely for the purposes of this Section 2(b), the Class A Common and the Class B Common shall be treated as the same class of Common Shares. For example (by way of illustration only), if the Sale Notice contemplated a sale of 100 shares of Common by the transferring Xxxx Group Shareholder, and if the transferring Xxxx Group Shareholder at such time owns 30% of the Common and if one Other Shareholder elects to participate and owns 20% of the Common, the transferring Xxxx Group Shareholder would be entitled to sell 60 shares (30% ÷ 50% x 100 shares) and the Other Shareholder would be entitled to sell 40 shares (20% ÷ 50% x 100 shares).

Participation Rights. In addition to the restrictions on Transfer in Section 7.1 above and subject to Section 7.6 above, whenever a Class B or Class C Interest Holder (i) At least twenty (20) days prior to any Transfer by any Class A Unitholder (a each individually, the “Transferring UnitholderSelling Holder”) of any of such Transferring Unitholder’s Class A Common Units for value shall receive from a prospective purchaser (other than a Permitted Transferee or the Company pursuant to Section 9.2(c)3.8) a bona fide offer to purchase Interests from the Selling Holder (whether held on the date hereof or acquired thereafter), which the Transferring Unitholder will deliver written notice (Selling Holder wishes to accept, the “Sale Notice”) to the Company and to the Selling Holder may engage in such transaction so long as all other holders of Units Interests (the “Potential Participating Unitholders”)each individually, specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Each Potential Participating Unitholder may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along NoticeHolder”) also shall be afforded the right to sell to the Transferring Unitholder within fifteen prospective purchaser simultaneously therewith (15) days after delivery of the Sale Notice. If no on terms and conditions at least as favorable to each Tag-Along Notice is delivered to Holder as the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate terms and conditions set out in the Transferoffer received by such Selling Holder, and except as set forth below) the Transferring Unitholder shall have number of Interests which bears the right for a six (6) month period to transfer to the Proposed Purchaser up same proportion to the number of Units stated in Interests owned by such Tag-Along Holder, as the Sale Notice, on terms and conditions no more favorable number of Interests being sold by such Selling Holder bears to the Transferring Unitholder than those stated in the Sale Noticetotal number of Interests owned by such Selling Holder. If any the prospective purchaser will not purchase all of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating Unitholders, Interests which the “Participating Unitholders”), Selling Holder and each of the Transferring Unitholder and such Participating Unitholders will be entitled Tag-Along Holders wishes to sell in the contemplated Transferpursuant to this Section 7.7, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value), a number of Primary Common Units equal to the product of (A) the quotient determined by dividing the number of Primary Common Units owned Interests which each of the Selling Holder and Tag-Along Holders shall be permitted to sell to such prospective purchaser shall be determined pro rata, based on each Selling Holder’s and Tag-Along Holder’s percentage of ownership of Interests. Upon receipt by a Selling Holder of a bona fide offer to purchase its Interests pursuant to this Section 7.7, such person Selling Holder shall notify each Tag-Along Holder, in writing, of such offer and its terms and conditions, which written notice shall include the number of Interests the Selling Holder desires to sell, the name of the purchaser(s) and the consideration offered in connection therewith. Each Tag-Along Holder may exercise its right to sell under this Section 7.7 by giving written notice to the Selling Holder within 30 days after the date on which such Tag-Along Holder received notice of the sale from the Selling Holder pursuant to this Section 7.7 and the Selling Holder will not consummate any sale of Interests until the aggregate number of Primary Common Units owned by all Unitholders participating in such sale, and (B) the number of Primary Common Units Interests to be sold by each Tag-Along Holder in the contemplated Transfer. 44accordance with this Section 7.7 shall have been determined in accordance herewith.

Participation Rights. (i) At least twenty fifteen (2015) days prior to any Transfer (other than an Exempt Transfer or a Transfer by MDCP to employees of the Company or any Class A Unitholder (a “Transferring Unitholder”of its Affiliates) of any of such Transferring Unitholder’s Class A Common Units for value by MDCP which represents more than the Exempt Amount (when taking into account the aggregate Transfers (other than pursuant (x) an Exempt Transfer, (y) a Transfer by MDCP to Section 9.2(c)employees of the Company or any of its Affiliates and (z) any Transfer by MDCP made within 6 months of the date of this Agreement at a price per Class A Common Unit not more than 105% of the Original Purchase Price) made by MDCP after the date of this Agreement), the Transferring Unitholder will MDCP shall deliver a written notice (the “Tag-Along Sale Notice”) to the Company and to the each other holders holder of Units (the “Potential Participating Unitholders”)Class A Common Units, specifying which notice shall specify in reasonable detail (i) the number of Class A Common Units to be sold, (ii) the purchase price of the Class A Common Units being sold, (iii) the material terms and conditions of such proposed Transfer and (iv) the identity of the Proposed Purchaser and the terms and conditions of the Transferproposed transferee(s). Each Potential Participating Unitholder holder of Class A Common Units may elect to participate in the contemplated become a “Participating Unitholder” with respect to such proposed Transfer by delivering written notice to MDCP and the Company within ten (a “Tag-Along Notice”) to the Transferring Unitholder within fifteen (1510) days after delivery of the Sale Notice. If no Tag-Along Sale Notice is delivered to the Transferring a written notice, stating that such Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate be a Participating Unitholder in respect of such Transfer. The amount of Class A Common Units which may be sold by MDCP and each Participating Unitholder in any such Transfer shall be determined by multiplying (such Potential Participating Unitholders, the “Participating Unitholders”), each of the Transferring Unitholder and such Participating Unitholders will be entitled to sell in the contemplated Transfer, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value), a number of Primary Common Units equal to the product of (Ai) the quotient determined by dividing the number percentage of Primary Class A Common Units owned by such person Person by the aggregate number percentage of Primary Class A Common Units owned by all MDCP and the Participating Unitholders participating in such sale, and (Bii) the number of Primary Class A Common Units to be sold in the contemplated Transfer. 44For example, if the Tag-Along Sale Notice contemplated a sale of 100 Class A Common Units by MDCP, and if MDCP at such time owns 60% of all Class A Common Units and if one other Unitholder elects to participate and owns 20% of all Class A Common Units, MDCP would be entitled to sell 75 Class A Common Units (60% ÷ 80% x 100 Class A Common Units) and the Participating Unitholder would be entitled to sell 25 Class A Common Units (20% ÷ 80% x 100 Class A Common Units). Any of the Participating Unitholders may elect to sell in any Transfer contemplated under this Section 3(c) a lesser number of Class A Common Units than such Participating Unitholder is entitled to sell hereunder, in which case MDCP shall have the right to sell an additional number of Class A Common Units in such Transfer equal to the number that such Participating Unitholder has elected not to sell. MDCP will use reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Unitholders in any contemplated Transfer and shall not consummate any such Transfer unless (i) each Participating Unitholder is permitted to sell in such Transfer Class A Common Units which such Participating Unitholder is entitled to sell hereunder in the amount and on the terms set forth in this Section 3(c) or (ii) MDCP agrees to purchase, contemporaneously with the closing of the contemplated Transfer, the number of Class A Common Units from the Participating Unitholders which such Unitholders would have been entitled to sell hereunder and which the prospective transferee(s) have not agreed to purchase from such Participating Unitholder(s) on the terms set forth in this Section 3(c). Each Unitholder transferring Class A Common Units pursuant to this Section 3(c) shall pay its allocable share (based on such Unitholder’s percentage of the total proceeds to be received in such Transfer) of the expenses incurred by the Unitholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on such Unitholder’s percentage of the total proceeds to be received in such Transfer) in any indemnification or other obligations that MDCP agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Unitholder such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Class A Common Units); provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer.

Participation Rights. (i) At least twenty (20) thirty days prior to the Transfer of any Transfer Stockholder Shares by any Class A Unitholder Sponsor (a “Transferring Unitholder”or one of its Affiliates) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c)a Public Sale or an Exempt Transfer), the Transferring Unitholder will transferring Sponsor (the "TRANSFERRING SPONSOR") shall deliver a written notice (the “Sale Notice”"SALE NOTICE") to the Company and to the other holders of Units (the “Potential Participating Unitholders”), specifying Other Stockholders. The Sale Notice shall disclose in reasonable detail the identity proposed number of each type or class of Stockholder Shares (the Proposed Purchaser and "TRANSFER SHARES") to be transferred, the proposed terms and conditions of the Transfer, including the proposed price by class or type of each of such Stockholder Shares to be transferred, and the identity of the prospective transferee(s). No Transfer shall be consummated prior to the earlier of (i) the date on which the parties to the Transfer have been finally determined pursuant to this SECTION 2C and (ii) the date of expiration of the 30-day period (the "ELECTION PERIOD") following the delivery to the Company and the Other Stockholders of the Sale Notice applicable to such Transfer. Each Potential Participating Unitholder Stockholder may elect to participate in a Transfer by the Transferring Sponsor of any class of Transfer Shares owned by such Transferring Sponsor contemplated Transfer in a Sale Notice by delivering written notice (a “Tag-Along Notice”) of such election to the such Transferring Unitholder Sponsor within fifteen (15) 30 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected Other Stockholders elect to participate in such Transfer (such Potential Participating Unitholders, Other Stockholders being referred to as the “Participating Unitholders”"PARTICIPATING STOCKHOLDERS"), each of such Transferring Sponsor and the Transferring Unitholder and such Participating Unitholders will Stockholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary Common Units Stockholder Shares of such class (the "PARTICIPATING SHARES") equal to the product PRODUCT of (A) the quotient QUOTIENT determined by dividing the number of Primary Common Units owned Stockholder Shares of such class held by such person Person, by the aggregate number of Primary Common Units owned Stockholder Shares held by such Transferring Sponsor and all Unitholders participating in of the Participating Stockholders (including such salePerson), and (B) the aggregate number of Primary Common Units Transfer Shares of such class to be sold in the contemplated Transfer. 44; PROVIDED that if the Transfer Shares include both shares of Common Stock and shares of Preferred Stock, each Other Stockholder electing to participate in such Transfer shall be entitled, and at the election of such Transferring Sponsor shall be required, to include shares of Common Stock and Preferred Stock in the same proportion as the proportion in which such Transferring Sponsor includes shares of Common Stock and shares of Preferred Stock in such Transfer.

Participation Rights. (i) At least twenty (20) 30 days prior to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any class of such Transferring Unitholder’s Class A Common Units for value Stock by the Xxxx Group (other than pursuant a Transfer among members of the Xxxx Group or their Affiliates or to Section 9.2(c)an employee of the Company or its Subsidiaries), the Transferring Unitholder Xxxx Group will deliver a written notice (the “"Sale Notice”") to the Company and to the other holders of Units Stockholders (the “Potential Participating Unitholders”"Other Stockholders"), specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s) and the terms and conditions of the Transfer. Each Potential Participating Unitholder The Other Stockholders may elect to participate in the contemplated Transfer by the Xxxx Group by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Xxxx Group within fifteen (15) 30 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall any Other Stockholders have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating UnitholdersTransfer, the “Participating Unitholders”), each of the Transferring Unitholder Xxxx Group and such Participating Unitholders Other Stockholders will be entitled to sell in the contemplated Transfer, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value), Transfer a number of Primary Common Units Stockholder Shares of the same class proposed to be sold by the Xxxx Group (the "Offered Class") equal to the product of (Ai) the quotient determined by dividing the percentage of Stockholder Shares of the Offered Class owned by such person by the aggregate percentage of Stockholder Shares of the Offered Class owned by the Xxxx Group, the Other Stockholders and any other stockholders of the Company participating in such sale multiplied by (ii) the number of Stockholder Shares of the Offered Class to be sold in the contemplated Transfer. The sale by all Stockholders electing to participate in such sale will be on the same terms and at sale prices equal to (i) in the case of Class A Common or Class A Non-Voting Common, the same price per share as paid to the Xxxx Group for the Class P Common held by the Xxxx Group and (ii) in the case of Non-Voting Common, the same price per share as paid to the Xxxx Group for the Common held by the Xxxx Group. Solely for the purposes of this paragraph 2(b), Class A Common and Class A Non-Voting Common will be deemed to be in the same class as the Class P Common and the Non-Voting Common will be deemed to be in the same class as the Common. In addition, solely for purposes of this paragraph 2(b), in the case of any Transfer involving all or any portion of the Xxxx Group's Class P Common, a portion of JNL's Common and Non-Voting Common equal to the quotient determined by dividing the number of Primary shares of Class P Common Units owned by such person to be Transferred by the aggregate number of Primary Common Units owned Xxxx Group by all Unitholders participating in such sale, and (B) the number of Primary shares of Common Units Stock held by the Xxxx Group immediately prior to such Transfer shall be deemed to be sold in the same class as the Class P Common, provided that the price per share to be paid to the holder of any such JNL Common or Non-Voting Common shall be reduced by the amount of any preference (i.e., any Unreturned Original Cost and Unpaid Yield (as each such term is defined in the Company's Certificate of Incorporation)) then available to a holder of Class P Common set forth in the Company's Certificate of Incorporation as in effect immediately prior to such Transfer. For example (by way of illustration only), if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Xxxx Group, and if the Xxxx Group at such time owns 30% of all Stockholder Shares and if one Other Stockholder elects to participate and owns 20% of all Stockholder Shares, the Xxxx Group would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares). The Xxxx Group shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Stockholders in any contemplated Transfer and to the inclusion (in the case of Xxxxxx) of the Warrants in the contemplated Transfer, and no Stockholder shall transfer any of its Stockholder Shares to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Other Stockholders or the inclusion of the Warrants. 44If any portion of the Warrants are included in any Transfer of Stockholder Shares under this sub paragraph 2(b), the purchase price for such Warrants shall be equal to the full purchase price determined hereunder for the Stockholder -4- Shares covered by the portion of the Warrant to be transferred, reduced by the aggregate exercise price for such shares.

Participation Rights. Upon the receipt by one or more Members (the “Transferring Members”) of a Bona Fide Offer from a Purchaser to purchase all or a portion of the Shares of the Transferring Members that in the aggregate constitute at least sixty-six and two-thirds percent (66 2/3%) of all then-outstanding Shares, either in a single transaction or a series of related transactions, which offer the Transferring Members desire to accept, and the Company shall not have exercised its right of first refusal pursuant to Section 11.3, Section 11.3Section 11.3(b), and the Remaining Members shall have not exercised the right of first refusal pursuant to Section 11.3(c), then (i) At least twenty the Transferring Members shall give written notice to the Remaining Members within fifteen (2015) days prior to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) following the expiration of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to the Remaining Members’ purchase rights under Section 9.2(c)11.3(c), and (ii) each Remaining Member may elect to include the Transferring Unitholder will deliver written notice (Remaining Member’s Shares in the “Sale Notice”) sale to the Company proposed Purchaser, at such price and to upon such terms as shall be stated in Seller’s Notice. To the other holders extent a Remaining Member exercises such right of Units (the “Potential Participating Unitholders”), specifying participation in reasonable detail the identity of the Proposed Purchaser and accordance with the terms and conditions set forth below, the Shares which the Transferring Member may sell pursuant to the Seller’s Notice shall be correspondingly reduced. The Remaining Members electing to exercise their right of participation may sell all or any part of their Shares that is not in excess of the Transferproduct obtained by multiplying (i) the aggregate number of Shares covered by the Seller’s Notice by (ii) a fraction, the numerator of which is the number of Shares owned by the Remaining Members, and the denominator of which is the total number of Shares at the time owned by all selling Members. Each Potential Participating Unitholder The Remaining Members may elect make this election only by giving written notice to the Transferring Members of such election to participate in the contemplated Transfer by delivering written sale, stating in such notice (the number of Shares desired to be sold. If a “Tag-Along Notice”) to the Transferring Unitholder Remaining Member has not given such notice within fifteen (15) days after delivery its receipt of the Sale Notice. If no Tag-Along Notice is delivered to notice provided by the Transferring Unitholder within Members pursuant to this paragraph, such fifteen (15) day period, none Member shall be deemed to have chosen not to participate. The right of participation of the Potential Participating Unitholders shall have the right to participate in the Transfer, Remaining Members and the Transferring Unitholder Member shall have the right for a six (6) month period to transfer be subject to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on following terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”), each of the Transferring Unitholder and such Participating Unitholders will be entitled to sell in the contemplated Transfer, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value), a number of Primary Common Units equal to the product of (A) the quotient determined by dividing the number of Primary Common Units owned by such person by the aggregate number of Primary Common Units owned by all Unitholders participating in such sale, and (B) the number of Primary Common Units to be sold in the contemplated Transfer. 44conditions:

Participation Rights. (i) At least twenty (20) 30 days prior to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c)a Public Offering) by any TB Fund (a “Transferring Investor”), the such Transferring Unitholder will Investor(s) shall deliver a written notice (the “Sale Notice”) to the Company and to Company, the other holders of Units Institutional Holders (including, for all purposes under this Section 8.1(b), such Institutional Holder’s Permitted Transferees then holding Units), the Rollover Investors and any Executive or Management Unitholder granted participation rights in writing pursuant to a Management Equity Agreement (the “Potential Participating Other Unitholders”), specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s), the number and class of Units to be transferred and the terms and conditions of the Transfer. Each Potential Participating Unitholder The Other Unitholders may elect to participate in the contemplated Transfer Transfer, with respect to each class of Units subject to such Transfer, at the same price per Unit for each class of Units and on the same terms by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Investor(s) within fifteen (15) 14 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating any Other Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating UnitholdersTransfer, the “Participating Unitholders”), each of the Transferring Unitholder Investor(s) and such Participating Other Unitholders will shall be entitled to sell in the contemplated Transfer, at the same price for each class of Units and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary Common such class of Units equal to the product of (A) the quotient determined by dividing the number percentage of Primary Common such class of Units owned by such person Person by the aggregate number percentage of Primary Common such class of Units owned by the Transferring Investor(s), and all of the Other Unitholders (including the Person in the numerator of this clause (A)) participating in such sale, sale and (B) the number of Primary Common Units of such class to be sold in the contemplated Transfer. 44For the avoidance of doubt, each Other Unitholder’s participation right pursuant to this Section 8.1(b) shall be determined separately for each class of Units that is the subject of such Transfer. For example, if the Sale Notice contemplated a sale of 100 Class B Units by the Transferring Investor(s), and if the Transferring Investor(s) at such time owns 30% of all Class B Units and if one Other Unitholder elects to participate and owns 20% of all Class B Units, then the Transferring Investor(s) would be entitled to sell 60 Class B Units ((30% ^ 50%) x 100 units) and the Other Unitholder would be entitled to sell 40 Class B Units ((20% ^ 50%) x 100 units).

Participation Rights. If one or more MDCP Holders are the Transferring Holders and they desire to Transfer in a single transaction, or if the Transfer then contemplated would result in one or more of the MDCP Holders having transferred in one or more transactions after the date of this Agreement, shares representing more than 25 % of any class or series of Shareholder Shares held by the MDCP Holders as of the date of this Agreement, each other holder of any such class or series of Shareholder Shares (i) At least twenty (20) days prior to any Transfer by any Class A Unitholder (a an “Transferring UnitholderOther Holder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c)), the Transferring Unitholder will deliver written notice (the “Sale Notice”) to the Company and to the other holders of Units (the “Potential Participating Unitholders”), specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Each Potential Participating Unitholder may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder MDCP Holders and the Company within fifteen (15) 15 days after delivery receipt by such holder of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none ; provided that if more than one class or series of the Potential Participating Unitholders shall have the right Shareholder Shares are being sold any other Holder electing to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated such sale must participate equally in the Sale Noticesale of such class or series, on terms and conditions no more favorable to the Transferring Unitholder than those stated except that, in the Sale Noticecase of the Warrantholders, the Warrantholders shall be entitled to participate in such Transfer by selling only Shareholder Shares that are either Warrants or Common Stock. If any of the Potential Participating Unitholders Other Holder has validly elected to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”)sale, each of the Transferring Unitholder MDCP Holder and such Participating Unitholders will each electing Other Holder shall be entitled to sell in the contemplated Transfersale, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)and conditions, a number of Primary Common Units any such class or series of Shareholder Shares to be sold hereunder equal to the product of (Ai) the quotient determined by dividing the number percentage of Primary Common Units owned such class or series of Shareholder Shares (assuming exercise of the Warrants) held by such person person, by the aggregate number percentage of Primary Common Units such class or series of Shareholder Shares (assuming exercise of the Warrants) owned by the MDCP Holders and all Unitholders participating in such sale, electing Other Holders and (Bii) the number of Primary Common Units shares of such class or series of Shareholder Shares to be sold in the contemplated sale. For example, if the Sale Notice contemplated a sale of 100 shares of Common Stock, and if the MDCP Holders were at such time the owners of 30% of the Company’s Common Stock (on a fully-diluted basis) and if one Shareholder elected to participate and the Shareholder owned 20% of the Company’s Common Stock (on a fully-diluted basis), the MDCP Holders would be entitled to sell 60 shares ((30 % ÷ 50 %) x 100 shares) and the Shareholder would be entitled to sell 40 shares ((20% ÷ 50%) x 100 shares). The MDCP Holders shall use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Holders in the contemplated transfer and shall not transfer any Shareholder Shares to the prospective transferee(s) if such Transferee(s) refuses to allow the participation of the Other Holders. Each Shareholder transferring Shareholder Shares pursuant to this paragraph 6(d) shall pay its pro rata share (based on the total consideration to be received) of the out-of-pocket expenses incurred by the Shareholders in connection with such Transfer and shall be obligated to join on a pro rata basis (based on the total consideration to be received) in any representations and warranties, any indemnification obligations, or any other obligations that the MDCP Holders agree to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Shareholder, such as indemnification with respect to representations and warranties given by a Shareholder regarding such Shareholder’s title to and ownership of Shareholder Shares); provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such holder for the Shareholder Shares sold by it pursuant to such Transfer. 44If all or any portion of the Warrants are transferred as Shareholder Shares under this paragraph 6(d), the purchase price therefor shall be reduced by the aggregate exercise price of the portion of the Warrants so transferred.

Participation Rights. No FFL Stockholder may make a Transfer of Securities pursuant to clause (ia)(v) of Section 2.1 unless such FFL Stockholder complies with the provisions of this Section 2.2. At least twenty (20) days prior to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c))Transfer, the transferring FFL Stockholder (the "Transferring Unitholder will Stockholder") shall deliver a written notice (the “Sale "Offer Notice”") to the Company and to each of the other holders of Units (the “Potential Participating Unitholders”), specifying Stockholders. The Offer Notice will disclose in reasonable detail the identity proposed number of Securities to be transferred, the Proposed Purchaser and class or classes and, if applicable, series of such Securities, the proposed price, terms and conditions of the TransferTransfer and the identity of the transferee. Each Potential Participating Unitholder of the other Stockholders may elect to participate in the contemplated Transfer sale by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Stockholder within fifteen (15) 15 days after delivery receipt of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Offer Notice. If any of the Potential Participating Unitholders has validly elected such other Stockholders elects to participate in such Transfer sale (such Potential the "Participating Unitholders, the “Participating Unitholders”Stockholders"), each of the Transferring Unitholder Stockholder and such the Participating Unitholders Stockholders will be entitled to sell in the contemplated Transfer, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value), sale a number of Primary Common Units Eligible Securities of such class and, if applicable, series equal to the product of (Ai) the quotient determined by dividing fraction, the numerator of which is the number of Primary Common Units owned Eligible Securities of such class and, if applicable, series (on a fully-diluted basis) held by such person by Person, and the denominator of which is the aggregate number of Primary Common Units Eligible Securities of such class and, if applicable, series (on a fully-diluted basis) owned by all Unitholders participating in such salethe Transferring Stockholder and the Participating Stockholders, and multiplied by (Bii) the number of Primary Common Units Eligible Securities of such class and, if applicable, series (on a fully-diluted basis) to be sold in the contemplated Transfersale. 44For example, if the notice from the Transferring Stockholder contemplated a sale of 100 shares of Class C Common Stock by the Transferring Stockholder and the Transferring Stockholder at such time owns 300 shares of Class C Common Stock constituting Eligible Securities (on a fully-diluted basis), and if one Participating Stockholder elects to participate in such sale and such Participating Stockholder owns 100 shares of Class A Common Stock and 100 shares of Class B Common Stock constituting Eligible Securities (on a fully-diluted basis), such Transferring Stockholder would be entitled to sell 60 shares of Common Stock (300/500 x 100 shares) and such Participating Stockholder would be entitled to sell 40 shares of Common Stock (200/500 x 100 shares). As a condition to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement of the prospective transferee(s) to the participation of all Participating Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified herein.

Participation Rights. (i) At least twenty (20) 45 days prior to any Transfer by any of Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value by an Investor Member (other than pursuant to Section 9.2(c)11.1.2, a Sale of the Company, a Public Sale, a Transfer contemplated by Section 11.4 or to an employee of the Company or its Subsidiaries), the Investor Member (the “Transferring Unitholder will Member”) shall deliver a written notice (the “Sale Notice”) to the Company and to the other holders of Units Members (the “Potential Participating UnitholdersOther Members”), specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s), the number of Class A Units to be transferred and the terms and conditions of the Transfer. Each Potential Participating Unitholder The Other Members may elect to participate in the contemplated Transfer on the same terms and conditions by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Member within fifteen (15) 45 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected Other Members elect to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”)Transfer, each of the Transferring Unitholder Member and such Participating Unitholders will Other Members shall be entitled to sell in the contemplated Transfer, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)and conditions, a number of Primary Common Class A Units equal to the product of (Ai) the quotient determined obtained by dividing the number percentage of Primary Common Class A Units owned by such person Person by the aggregate number sum of Primary Common the percentage of Class A Units owned by all Unitholders the Transferring Member and the Other Members participating in such sale, sale and (Bii) the number of Primary Common Class A Units to be sold in the contemplated Transfer. 44For example, if the Sale Notice contemplated a sale of 100 Class A Units by the Transferring Member, and if the Transferring Member owns 30% of all Class A Units, and if one Other Member elects to participate and owns 20% of all Class A Units, the Transferring Member would be entitled to sell 60 Class A Units (30% ÷ 50% x 100 Units) and the Other Member would be entitled to sell 40 Class A Units (20% ÷ 50% x 100 Units). Each Transferring Member shall use reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Member(s) in any contemplated Transfer, and no Transferring Member shall transfer any of his, her or its Class A Units to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Other Member(s). Each Member transferring Class A Units pursuant to this Section 11.5 shall pay his, her or its pro rata share (based on the number of Class A Units to be sold) of the expenses incurred by the Members in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Class A Units to be sold) in any indemnification or other obligations that the Transferring Member agrees to provide in connection with such Transfer (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 Class A Units); provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer. In the event of such Transfer, each Member shall receive in exchange for the Units held by such Member the same portion of the aggregate consideration from such sale or exchange that such Member would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 12.2 (without taking into account any reductions for Distributions to Units). Each Member shall take all necessary or desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as requested by the Transferring Member.

Participation Rights. (i) At least twenty (20) days prior to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c)), the Transferring Unitholder will deliver written notice (the “Sale Notice”) to the Company and to the other holders of Units (the “Potential Participating Unitholders”), specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Each Potential Participating Unitholder may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder within fifteen (15) days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”), each of the Transferring Unitholder and such Participating Unitholders will be entitled to sell in the contemplated Transfer, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value), a number of Primary Common Units equal to the product of (A) the quotient determined by dividing the number of Primary Common Units owned by such person by the aggregate number of Primary Common Units owned by all Unitholders participating in such sale, and (B) the number of Primary Common Units to be sold in the contemplated Transfer. 44, all calculated on an As-Converted Basis.

Participation Rights. (i) At least twenty (20) Not less than 30 days prior to any Transfer proposed transfer of Common Stock by any Class A Unitholder KCSN Acquisition Company, L.P., a Delaware limited partnership (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c)"KCSN"), or any Affiliate of KCSN (each, a "Stockholder"), such transferring Stockholder shall deliver to the Transferring Unitholder will deliver holders of Warrants or Warrant Shares a written notice (the “"Sale Notice”") to the Company and to the other holders of Units (the “Potential Participating Unitholders”), specifying in reasonable detail the identity of the Proposed Purchaser proposed transferee(s) and the terms and conditions of the Transferproposed transfer. Each Potential Participating Unitholder holder of Warrant Shares may elect to participate in the contemplated Transfer proposed transfer by delivering to the transferring Stockholder a written notice (a “Tagof such election within the 20-Along Notice”) to the Transferring Unitholder within fifteen (15) days after day period following delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none any holders of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected Warrant Shares elect to participate in such Transfer (such Potential Participating Unitholderstransfer, the “Participating Unitholders”), transferring Stockholder and each such participating holder of the Transferring Unitholder and such Participating Unitholders Warrant Shares will be entitled to sell in such proposed transfer, at the contemplated Transfer, same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary shares of Common Units Stock equal to the product of (Ai) the quotient determined by dividing the number percentage of Primary the Common Units owned Stock then held by the transferring Stockholder or such person participating holder of Warrant Shares, as the case may be, by the aggregate number percentage of Primary the Common Units owned Stock then held by the transferring Stockholder and all Unitholders participating in such saleholders of Common Stock (including those participating outside of this Section 21), and multiplied by (Bii) the number of Primary shares of Common Units Stock to be sold in such proposed transfer. For purposes of this Section 21(a), each participating holder of Common Stock shall be deemed to hold all shares of Common Stock acquirable pursuant to the contemplated Transferexercise of options to purchase shares of Common Stock granted pursuant to the Company's 1997 Stock Option Plan ("Options") that are exercisable by the holder thereof on the date of determination or the conversion of the 8.0% Convertible Subordinated Notes (the "Notes") then held by such holder. 44The holders of Common Stock shall pay a pro rata portion of the transaction expenses associated with such transfer. This Section 21(a) shall not apply to transfers to Affiliates of KCSN (provided that such Affiliates shall continue to be bound by the terms of the Stockholders Agreement).

Participation Rights. (ia) At After the expiration of the Put Period, the GTCR Investors shall be permitted to Transfer from time to time all or a portion of the Units held by them, subject to this Section 8.9; provided, that if the Call Option or Put Option was exercised in accordance with this Agreement then the GTCR Investors may not Transfer Units pursuant to this Section 8.9 until such time, if any, as such call or put process, as applicable, is no longer ongoing. Except pursuant to a Transfer pursuant to Article XII or a Transfer to Permitted Transferees pursuant to Section 8.1, at least twenty (20) 15 days prior to any Transfer of Units by any Class A Unitholder one or more of the GTCR Investors (each, a “"Transferring Unitholder”) of any of Investor"), such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c)), the Transferring Unitholder will Investor(s) shall deliver a written notice (the “Sale each, a "Tag-Along Notice”") to the Company and the other Unitholders holding the same class of Units that is proposed to be Transferred (as determined as of immediately prior to the other holders date of Units such notice) (in each such instance, the “Potential Participating "Tag-Along Unitholders”), ") specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s) and the terms and conditions of the Transfer. Each Potential Participating Unitholder The Tag-Along Unitholders may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to each of the Transferring Unitholder Investors within fifteen (15) 7 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Tag-Along Unitholders has validly have elected to participate in such Transfer (such Potential Participating UnitholdersTransfer, the “Participating Unitholders”), each of the Transferring Unitholder Investor(s) and such Participating Tag-Along Unitholders will each be entitled to sell in the contemplated Transfer, at the same price (after accounting for differences based upon the participation thresholds, if any, for such Units) and on the same economic terms (terms, with the price paid for different classes respect to each class of Units reflecting their respective proportionate share of the Total Equity Value)to be Transferred, a number of Primary Common Units of such class of Units proposed to be Transferred by the Transferring Investor(s) equal to the product of (Ai) the number of Units of such class of Units to be sold in the contemplated Transfer, and (ii) the quotient determined by dividing the number of Primary Common Units of such class of Units owned by such person Person by the aggregate number of Primary Common outstanding Units of such class of Units owned by all the Transferring Investor(s) and the Tag-Along Unitholders participating in such sale. Notwithstanding the foregoing, and if the Transferring Investor(s) intends to Transfer Units of more than one class or series, each of the Tag-Along Unitholders electing to participate must participate in all such Transfers (B) to the number of Primary Common Units to be sold in the contemplated Transfer. 44extent such Tag-Along Unitholders hold such other class or series).

Participation Rights. (i) At least twenty (20) 30 days prior to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value Stockholder Shares (other than pursuant to a Public Sale or Transfer under Section 9.2(c)), 2(d) hereof) the transferring Principal Holder (the "Transferring Unitholder will Principal Holder") shall deliver a written notice (the “"Sale Notice”") to the Company and holders of Underlying Common Stock, and pursuant to the other holders of Units (Class A Agreement to the “Potential Participating Unitholders”)Class A Holders, specifying in reasonable detail the identity of the Proposed Purchaser prospective transferees, the number of shares to be transferred, and the terms and conditions of the Transfer. Each Potential Participating Unitholder The holders of Underlying Common Stock, and the Class A Holders pursuant to the Class A Agreement, may elect to participate in the contemplated Transfer at the same price per share and on the same terms by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Principal Holder within fifteen (15) 30 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none any holders of the Potential Participating Unitholders shall Underlying Common Stock have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating UnitholdersTransfer, the “Participating Unitholders”)Transferring Principal Holder, each of the Transferring Unitholder any participating Class A Holders, and such Participating Unitholders will holders of Underlying Common Stock shall be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary Common Units Stockholder Shares equal to the product of (Ai) the quotient determined by dividing the number percentage of Primary Common Units Stockholder Shares owned by such person Person by the aggregate number percentage of Primary Common Units Stockholder Shares owned by all Unitholders the Transferring Principal Holder, Class A Holders, and holders of Underlying Common Stock participating in such sale, sale and (Bii) the number of Primary Common Units Stockholder Shares to be sold in the contemplated Transfer. 44For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Transferring Principal Holder, and if the Transferring Principal Holder at such time owns 30% of all Stockholder Shares and if one holder of Underlying Common Stock and one Class B Holder elect to participate and each owns 10% of all Stockholder Shares, the Transferring Principal Holder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the holder of Underlying Common Stock would be entitled to sell 20 shares (10% / 50% x 100 shares). Each Transferring Principal Holder shall use best efforts to obtain the agreement of the prospective transferees to the participation of the holders of Underlying Common Stock in any contemplated Transfer and no Transferring Principal Holder shall transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee declines to allow the participation of the holders of Underlying Common Stock unless the Transferring Principal Holder agrees to purchase from the holders of Underlying Common Stock the number of Stockholder Shares each such holder would otherwise be entitled to sell in the contemplated Transfer pursuant to this Section 2(b).

Participation Rights. In addition to the restrictions on Transfer in Section 7.1 above and subject to Section 7.6 above, whenever a Class B or Class C Interest Holder (i) At least twenty (20) days prior to any Transfer by any Class A Unitholder (a each individually, the “Transferring UnitholderSelling Holder”) of any of such Transferring Unitholder’s Class A Common Units for value shall receive from a prospective purchaser (other than a Permitted Transferee or the Company pursuant to Section 9.2(c)3.8) a bona fide offer to purchase Interests from the Selling Holder (whether held on the date hereof or acquired thereafter), which the Transferring Unitholder will deliver written notice (Selling Holder wishes to accept, the “Sale Notice”) to the Company and to the Selling Holder may engage in such transaction so long as all other holders of Units Interests (the “Potential Participating Unitholders”)each individually, specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Each Potential Participating Unitholder may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along NoticeHolder”) also shall be afforded the right to sell to the Transferring Unitholder within fifteen prospective purchaser simultaneously therewith (15) days after delivery of the Sale Notice. If no on terms and conditions at least as favorable to each Tag-Along Notice is delivered to Holder as the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate terms and conditions set out in the Transferoffer received by such Selling Holder, and except as set forth below) the Transferring Unitholder shall have number of Interests which bears the right for a six (6) month period to transfer to the Proposed Purchaser up same proportion to the number of Units stated in Interests owned by such Tag-Along Holder, as the Sale Notice, on terms and conditions no more favorable number of Interests being sold by such Selling Holder bears to the Transferring Unitholder than those stated in the Sale Noticetotal number of Interests owned by such Selling Holder. If any the prospective purchaser will not purchase all of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating Unitholders, Interests which the “Participating Unitholders”), Selling Holder and each of the Transferring Unitholder and such Participating Unitholders will be entitled Tag-Along Holders wishes to sell in the contemplated Transferpursuant to this Section 7.7, on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value), a number of Primary Common Units equal to the product of (A) the quotient determined by dividing the number of Primary Common Units owned Interests which each of the Selling Holder and Tag-Along Holders shall be permitted to sell to such prospective purchaser shall be determined pro rata, based on each Selling Holder’s and Tag-Along Holder’s percentage of ownership of Interests. Upon receipt by a Selling Holder of a bona fide offer to purchase its Interests pursuant to this Section 7.7, such person by the aggregate number Selling Holder shall notify each Tag-Along Holder, in writing, of Primary Common Units owned by all Unitholders participating in such saleoffer and its terms and conditions, and (B) which written notice shall include the number of Primary Common Units Interests the Selling Holder desires to be sold sell, the name of the purchaser(s) and the consideration offered in the contemplated Transferconnection therewith. 44Each Tag-Along Holder may exercise its right to sell under this Section

Participation Rights. (i) At least twenty (20) 30 days prior to any Transfer by the Centennial Funds (or any Class A Unitholder (a “Transferring Unitholder”Affiliate) of 25% or more (in the aggregate) of (A) the Series A Preferred or Underlying Common Stock acquired pursuant to the Series A Purchase Agreement, (B) the Series B Preferred or Underlying Common Stock acquired pursuant to the Series B Purchase Agreement, (C) Common Stock acquired pursuant to that certain Purchase Agreement dated December 8, 1996, or (D) any of such Transferring Unitholder’s Class A Series C Preferred or Underlying Common Units for value Stock acquired pursuant to the Purchase Agreement (collectively, the "Centennial Stockholder Shares") (other than a Public Sale or a Transfer to the Company or the other Investors pursuant to Section 9.2(cparagraph 2(b)), the Transferring Unitholder will Centennial Funds shall deliver a written notice (the “"Centennial Sale Notice”") to the Company and to the other holders of Units (the “Potential Participating Unitholders”)Investors, specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s) and the terms and conditions of the Transfer. Each Potential Participating Unitholder The other Investors may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Centennial Funds within fifteen (15) 30 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Centennial Sale Notice. If any of the Potential Participating Unitholders has validly other Investors have elected to participate in such Transfer (such Potential Participating UnitholdersTransfer, the “Participating Unitholders”), each of the Transferring Unitholder Centennial Funds (and any selling Affiliates) and such Participating Unitholders will other Investors shall be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with terms, the price paid for different classes same percentage of Units reflecting total Stockholder Shares owned by each such Investor which is being or has been sold by the Centennial Funds. For example, if after selling 24% of their respective proportionate share of Centennial Stockholder Shares, the Total Equity Value), Centennial Funds proposed to sell a number of Primary Common Units equal additional Centennial Stockholder Shares so that following such sale the Centennial Funds would have sold more than 25% of the Centennial Stockholder Shares, then each Investor electing to participate would be entitled to sell a like percentage of its holdings; provided that if the product prospective transferee were not willing to purchase all of (A) the quotient determined by dividing offered Stockholder Shares, then the Centennial Funds and each participating Investor would reduce its number of Primary Common Units owned by such person by Stockholder Shares so that the aggregate number percentages being sold were substantially the same. To the extent the terms of Primary Common Units owned by all Unitholders participating in such salethis Section 2(c)(i) conflict with Section 1(c) of the Amended and Restated Initial Stockholder Agreement, dated June 27, 1996, between the Company and certain of the Investors (Bthe "Initial Stockholders Agreement"), the term of this Section 2(c) the number of Primary Common Units to be sold in the contemplated Transfer. 44shall control.

Participation Rights. (i) At least twenty (20) 30 days prior to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) transfer of shares of any class of such Transferring Unitholder’s Class A Common Units for value Stock by an Investor (other than pursuant a transfer among the Investors or their affiliates or to Section 9.2(c)an employee of the Company or its Subsidiaries), the Transferring Unitholder transferring Investor will deliver written notice (the “"Sale Notice”") to the Company Company, Executive and to the all ----------- other holders of Units such class of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the “Potential Participating Unitholders”"Other Stockholders"), specifying in reasonable detail the identity of ------------------ the Proposed Purchaser prospective transferee(s) and the terms and conditions of the Transfertransfer. Each Potential Participating Unitholder Notwithstanding the restrictions contained in this paragraph 4, the Other Stockholders may elect to participate in the contemplated Transfer transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder transferring Investor within fifteen (15) 10 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall any Other Stockholders have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”)transfer, each of the Transferring Unitholder transferring Investor and such Participating Unitholders Other Stockholders will be entitled to sell in the contemplated Transfertransfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary shares of such class of Common Units Stock equal to the product of (A) the quotient determined by dividing the number of Primary shares of such class of Common Units Stock owned by such person by the aggregate number of Primary shares of such class of Common Units Stock owned by all Unitholders the transferring Investor and the Other Stockholders participating in such sale, sale and (B) the number of Primary shares of such class of Common Units Stock to be sold in the contemplated Transfertransfer. 44Notwithstanding the foregoing, in the event that the transferring Investor(s) intend to transfer shares of more than one class of Common Stock, the Other Stockholders participating in such transfer shall be required to sell in the contemplated transfer a pro rata portion of shares of all such classes of Common Stock, which portion shall be determined in the manner set forth immediately above. For example (by way of illustration only), if the Sale Notice contemplated ----------------------------------------- a sale of 100 shares of Class L Common by the transferring Investor, and if the transferring Investor at such time owns 30% of the Class L Common and if one Other Stockholder elects to participate and owns 20% of the Class L Common, the transferring Investor would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares).

Participation Rights. (i) At least twenty forty (2040) days prior to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value Stockholder Shares (other than pursuant to a Public Sale or a Transfer to the Company or an Investor Group pursuant to Section 9.2(c)5(c) above and specifically excluding the Warrants and any Exempt Transfer), the Transferring Unitholder will Stockholder shall deliver a written notice (the “Sale Notice”) to the Company and to each of the other holders of Units Tag-Along Stockholders (the “Potential Participating Unitholders”as defined below), specifying in reasonable detail the identity class and number of Stockholder Shares to be transferred, the Proposed Purchaser and the terms proposed terms, and conditions of the Transferproposed Transfer and the identity of the prospective transferee(s) (which notice may be the same notice and given at the same time as the Offer Notice under Section 5(c) above where applicable). Each Potential Participating Unitholder If neither the Company nor the Investor Groups have elected to purchase all of the Stockholder Shares specified in the Sale Notice, each member of each Investor Group, each Qualifying Executive and each Warrantholder which holds Stockholder Shares of the class to be transferred or, in the case of any Warrantholder, holds Warrants exercisable for the class of shares to be transferred (collectively, the “Tag-Along Stockholders”), may elect to participate in the contemplated Transfer by delivering written notice (a the “Tag-Along Notice”) to the Transferring Unitholder Stockholder and the Company within fifteen (15) 35 days after delivery receipt by the Stockholders of the Sale Notice. If no any Tag-Along Notice is delivered Stockholder in addition to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders Stockholder has validly elected to participate in such Transfer (such Potential Participating UnitholdersTransfer, the “Participating Unitholders”), Transferring Stockholder and each of the Transferring Unitholder and such Participating Unitholders will electing Tag-Along Stockholder shall be entitled to sell in the contemplated Transfer, at the same price per share and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary Common Units Stockholder Shares of such class equal to the product of (Ai) the quotient determined by dividing the number percentage of Primary Common Units owned Stockholder Shares of such class held by such person Person (assuming the exercise of all Warrants) by the aggregate number percentage of Primary Common Units Stockholder Shares of such class owned by all Unitholders the Transferring Stockholder and the Tag-Along Stockholders participating in such sale, Transfer (assuming the exercise of all Warrants) and (Bii) the number of Primary Common Units Stockholder Shares of such class to be sold in the contemplated Transfer. 44Notwithstanding the foregoing, in the event that the Transferring Stockholder intends to Transfer more than one class of Stockholder Shares, each Tag-Along Stockholder participating in such Transfer shall be required to sell in the contemplated Transfer a pro rata portion of Stockholder Shares of all such classes (to the extent such Tag-Along Stockholder owns any shares of such other classes of Stockholder Shares or

Participation Rights. (i) At least twenty (20) days prior Prior to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value Stock (other than pursuant to a Permitted Transfer not covered by this Section 9.2(c)8.2) by a Designated Stockholder or any holder of Registrable Securities, including the Holder (each, a "Selling Stakeholder"), the Transferring Unitholder will such person or his or her or its agent shall deliver a written notice (the “"Sale Notice”") to the Company "Notice Parties" (defined as such of the Designated Stockholders and to the other holders of Units (Registrable Securities that are not the “Potential Participating Unitholders”Selling Stakeholder in each case), specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s), the number of shares to be transferred and the terms and conditions of the Transfer, including a price per share for the shares of Common Stock proposed to be Transferred (which notice may be the same notice and given at the same time as the Offer Notice under Section 8.1). Each Potential Participating Unitholder The Notice Parties may elect to participate in the any contemplated Transfer of Common Stock by a Selling Stakeholder, at the same price per share and on the same terms by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Selling Stakeholder within fifteen five (155) days after delivery of the Sale NoticeNotice (the "Tag Along Election Period"). If no Tag-If, during the Tag Along Election Period, a Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders Party has validly elected to participate in such Transfer (such Potential Participating UnitholdersTransfer, then, subject to the requirements of the preceding sentence, the “Participating Unitholders”), Selling Stakeholder and the Notice Parties electing to participate shall each of the Transferring Unitholder and such Participating Unitholders will be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)per share, a number of Primary shares of Common Units equal Stock determined as follows: (i) first, each shall be entitled to Transfer up to the product same proportion of its shares of Common Stock (Adetermined on an as if converted basis) as the quotient determined by dividing Selling Stakeholder proposes to sell; and (ii) second, the Selling Stakeholder may Transfer any remaining shares of Common Stock as the transferee will accept on the same terms. None of the Holder or any Designated Stockholder shall transfer any of its Common Stock to any prospective transferee if such prospective transferee(s) declines to allow the participation of the others. Each Designated Stockholder and holders of Registrable Securities transferring Common Stock pursuant to this Section 8.2 shall pay its proportional share (based on the number of Primary shares of Common Units owned Stock to be sold) of the expenses incurred by such person by the aggregate number of Primary Common Units owned by all Unitholders participating Person in connection with such sale, transfer and shall be obligated to join on a pro rata basis (B) based on the number of Primary shares of Common Units Stocks to be sold sold) in any indemnification or other obligations that the contemplated Transfer. 44Selling Stakeholder agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Selling Stakeholder such as indemnification with respect to representations and warranties given by a Selling Stakeholder regarding such person's title to and ownership of Common Stock.

Participation Rights. In the event of a Transfer of Securities by -------------------- any ABRY Member (i) At other than a Public Sale or a sale pursuant to an Approved Company Sale), at least twenty (20) 10 business days prior to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c))Transfer, the Transferring Unitholder such ABRY Member will deliver a written notice (the “"Sale Notice”") to the Company and to the other holders of Units (the “Potential Participating Unitholders”), Non-ABRY Members ----------- specifying in reasonable detail the identity of the Proposed Purchaser and Securities to be sold, the terms and conditions of the Transfer, and, with specificity, the identity of the proposed transferee(s). Each Potential Participating Unitholder Subject to Section 1(c), such Non-ABRY Members may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder ABRY within fifteen (15) 10 business days after delivery of the Sale Notice. If no Tagany Non-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders ABRY Member has validly elected to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”)Transfer, each of the Transferring Unitholder and such Participating Unitholders Non-ABRY Member will be entitled to sell include in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Valuesubject to Sections 1(c) and (d)), a number of Primary Common Units Securities (regardless of the class thereof) equal to the product of (Ai) the quotient determined by dividing the number percentage of Primary Common Units owned such Securities (regardless of the class thereof) on a fully diluted basis, held by such person Non-ABRY Member by the aggregate number percentage of Primary Common Units Securities, on a fully diluted basis, owned by all Unitholders the Non- ABRY Members participating in such sale, Transfer and all of the ABRY Members and (Bii) the number of Primary Common Units Securities (regardless of the class thereof) to be sold in the contemplated Transfer. 44For example, if the Sale Notice contemplated a sale of 100 Class A Units in ----------- the aggregate by certain of the ABRY Members, and if all of the ABRY Member at such time own 80% of all Class A Units (on a fully diluted basis) and if one Non-ABRY Member elects to participate and owns 5% of all Class A Units (on a fully diluted basis) and if no Class B Units are then outstanding, such Non-ABRY Member would be entitled to sell 6 Class A Units (5% / 85% x 100 Common Units). Any ABRY Member Transferring Securities pursuant to this Section 1 shall use its best efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Non-ABRY Members in any contemplated Transfer, and such ABRY Member shall not Transfer any of its Securities to the prospective Transferee(s) if the prospective Transferee(s) declines to allow the participation of the Non-ABRY Members as contemplated by this Section 1(b). Notwithstanding anything contained herein to the contrary, MEM Holdings hereby agrees that, so long as MEM Holdings is an ABRY Member for purposes of this Agreement, any Transfer of any percentage of MEM Holdings' common equity securities (or any percentage of the common equity securities of any other Subsidiary of ABRY which directly or indirectly owns any common equity securities of MEM Holdings) shall be deemed a Transfer of the same percentage of the number of Securities then held by MEM Holdings for purposes of this Section 1(b).

Participation Rights. (i) At least twenty (20) days 30 days, and not more than 90 days, prior to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value Other Equityholder Securities (other than pursuant to Section 9.2(c)a Permitted Transfer), the holder thereof (the "Transferring Unitholder will Other Equityholder") shall deliver a written notice (the “"Sale Notice”") to the Company and to each of the other holders of Units (the “Potential Participating Unitholders”)Paribas Securities and PCF Securities, specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s), the number of Other Equityholder Securities to be transferred and the terms and conditions of the Transfer. Each Potential Participating Unitholder The holders of Paribas Securities and PCF Securities may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting interests) and on the same terms and conditions (except as provided in the last sentence of this clause (c)) by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Other Equityholder within fifteen (15) 15 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered holder of Paribas Securities or PCF Securities delivers any such written notice within such period, the Transferring Other Equityholder may Transfer, on the terms and subject to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated conditions set forth in the Sale Notice, on terms and conditions no more favorable in the amounts and to the Transferring Unitholder than those stated in prospective transferee(s) identified therein, the Other Equityholder Securities designated therein, on or prior to the 15th day after initial delivery of the Sale Notice. If any holder of the Potential Participating Unitholders Paribas Securities or PCF Securities has validly elected to participate in such Transfer (such Potential Participating UnitholdersTransfer, the “Participating Unitholders”), Transferring Other Equityholder and each such electing holder of the Transferring Unitholder and such Participating Unitholders will Paribas Securities or PCF Securities shall be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms and conditions (with except as provided in the price paid for different classes last sentence of Units reflecting their respective proportionate share of the Total Equity Valuethis clause 1(c)), a number of Primary Common Units Company Equity Securities equal to the product of (Ai) the quotient determined by dividing the number of Primary Common Units owned Company Equity Securities held by such person Person and requested to be included in such Transfer by the aggregate number of Primary Common Units owned by all Unitholders participating Company Equity Securities proposed to be sold in such sale, Transfer which are held by the Transferring Other Equityholder and all holders of Paribas Securities and PCF Securities electing to participate in such Transfer and all other holders of Company Equity Securities electing to participate in such Transfer to the extent permitted pursuant to the Stockholders Agreement (such calculation to be made assuming for purposes of this calculation that the Company has redeemed (whether or not in fact such redemption has or will occur) from the HIG Group a number of Company Equity Securities equal to the number of Warrant Shares outstanding as of the date of such calculation and (Bii) the number of Primary Common Units Company Equity Securities to be sold in the contemplated Transfer. 44Each Transferring Other Equityholder shall use its reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of the holders of Paribas Securities or PCF Securities in any contemplated Transfer and to the inclusion (in the case of holders of Warrants) of the Warrants in the contemplated Transfer, and no Transferring Other Equityholder shall transfer any of its Company Equity Securities to any prospective transferee if such prospective transferee(s) declines to allow the participation of the holders of Paribas Securities or PCF Securities or the inclusion of the Warrants. If any portion of the Warrants is included in any Transfer of Company Shares under this clause 1(c), the purchase price for the Warrants, as the case may be, shall be equal to the full purchase price determined hereunder for the Company Shares covered by the portion of the Warrants, as the case may be, to be transferred less the Exercise Price (as defined in the applicable Warrant) for such Warrants. To the extent that the Company pays the expenses of any Equityholder transferring Company Equity Securities pursuant to this clause 1(c), then the Company shall pay the reasonable expenses of all Equityholders transferring Company Equity Securities pursuant to this clause 1(c). Notwithstanding any other provision of this Agreement, it is understood and agreed that any holder of Paribas Securities or PCF Securities transferring Company Equity Securities pursuant to this clause 1(c) shall not be obligated to make any representations or warranties or provide any indemnification or other obligations that the Transferring Other Equityholder agrees to provide in connection with such Transfer except customary representations and warranties regarding such holder's title to, authority to sell, and ownership of such Paribas Securities or PCF Securities, as the case may be ("Title Representations") proposed to be sold and customary indemnification obligations on a several (and not joint) basis relating solely and specifically to such Title Representations given by such holder; provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer.

Participation Rights. (i) At least twenty (20) days prior In the event that the Non-Transferring Stockholders and the Company elect not to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) purchase all of any the Securities specified in an Investor Offer Notice, each of such Transferring Unitholder’s Class A Common Units for value (the Stockholders other than pursuant to Section 9.2(c)), the Transferring Unitholder will deliver written notice (the “Sale Notice”) to the Company and to the other holders of Units (the “Potential Participating Unitholders”), specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Each Potential Participating Unitholder Stockholder may elect to participate in the contemplated Transfer sale by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Stockholder within fifteen (15) days after delivery expiration of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale NoticeCompany Election Period. If any of the Potential Participating Unitholders has validly elected such Stockholders elects to participate in such Transfer sale (such Potential Participating Unitholders, the “Participating UnitholdersStockholders”), each of the Transferring Unitholder Stockholder and such the Participating Unitholders Stockholders will be entitled to sell in the contemplated Transfersale, on the same economic terms as are applicable to the Transferring Stockholder, a pro rata portion (with based upon the price paid for different classes respective numbers of Units reflecting their respective proportionate share Securities then held by such Stockholders determined on an as-converted basis) of the Total Equity Value), a number of Primary Common Units equal to the product of (A) the quotient determined by dividing the number of Primary Common Units owned by such person by the aggregate number of Primary Common Units owned by all Unitholders participating in such sale, and (B) the number of Primary Common Units Securities to be sold in the contemplated Transfersale. 44The Transferring Stockholder will (i) use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified herein, and (ii) use good faith efforts to negotiate indemnity provisions with the prospective transferee providing for several and not joint liability and a maximum limit on liability of each of the Participating Stockholders not exceeding the purchase price received by such Participating Stockholders for such Securities; provided, that if the prospective transferee declines to agree to such indemnity provisions, then the Transferring Stockholder and the Participating Stockholders shall negotiate in good faith the terms of, and enter into, a separate contribution agreement on mutually agreeable terms providing that the Transferring Stockholder and the Participating Stockholders shall reimburse one another if required to pay more than their pro rata share (based on the number of Securities sold by such Transferring Stockholder or Participating Stockholder) of any indemnification claim arising out of representations and warranties made with respect to the Company, and not with respect to such Participating Stockholder or such Participating Stockholder’s Securities.

Participation Rights. (i) At least twenty (20) 40 days prior to any Transfer by any Class A Unitholder sale, transfer, assignment, pledge or other disposal (a “Transferring Unitholder”"Transfer") of any Willxx Xxxxx Xxxres of such Transferring Unitholder’s Class A Common Units for value a certain class (other than (i) pursuant to a Public Sale or (ii) a Transfer pursuant to Section 9.2(c)2(c) or Section 3), the Transferring Unitholder will transferring Stockholder (the "Willxx Xxxxx Xxxnsferor") shall deliver a written notice (the “"Sale Notice”") to the Company and to each of the other holders of Units Stockholders (the “Potential Participating Unitholders”"Other Stockholders"), specifying in reasonable detail the number of such class of Stockholder Shares to be transferred, the identity of the Proposed Purchaser prospective transferee(s) and the terms and conditions of the Transfer, including the price per Stockholder Share of such class. Each Potential Participating Unitholder The Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Willxx Xxxxx Xxxnsferor within fifteen (15) 30 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered ; provided that if the Willxx Xxxxx Xxxnsferor intends to the Transferring Unitholder within Transfer a strip of two or more classes of Stockholder Shares and any Other Stockholder (including his or its Permitted Transferees) holds all such fifteen (15) day periodclasses of Stockholder Shares, none of the Potential Participating Unitholders shall have the right to such Other Stockholder may only participate in such Transfer if such Other Stockholder Transfers all such classes of Stockholder Shares in accordance with the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated formula set forth in the Sale Noticefollowing sentence. With respect to each class of Stockholder Shares to be Transferred, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If if any of the Potential Participating Unitholders has validly Other Stockholders have elected to participate in such Transfer (such Potential Participating UnitholdersTransfer, the “Participating Unitholders”), Willxx Xxxxx Xxxnsferor and each of the Transferring Unitholder and such Participating Unitholders will participating Other Stockholder shall be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary Common Units Stockholder Shares of such class equal to the product of (Ai) the quotient determined by dividing (1) the number of Primary Common Units owned Stockholder Shares of such class held by such person Person by (2) the aggregate number of Primary Common Units Stockholder Shares of such class owned by all Unitholders the Willxx Xxxxx Xxxnsferor and the Other Stockholders participating in such sale, sale and (Bii) the aggregate number of Primary Common Units Stockholder Shares of such class to be sold in the contemplated Transfer. 44For purposes of the preceding sentence, (I) Common Stock issuable upon exercise of employee stock options which have not vested and become exercisable shall not be considered to be Stockholder Shares and (II) all Stockholder Shares held by any Permitted Transferee of any Other Stockholder shall be deemed held by such Other Stockholder himself or itself. For purposes of this Agreement, references to Stockholder Shares of a certain "class" means Stockholder Shares which are Notes, Preferred Stock or Common Stock; provided that Voting Common and Nonvoting Common will be deemed to be of the same "class;" provided further that Series B Subordinated Promissory Notes will be deemed to be of the same class as Preferred Stock (rather than Series A Subordinated Promissory Notes).

Participation Rights. (ia) At Other than in connection with a Public Sale, Approved Sale, or Forced Sale, at least twenty fifteen (2015) days Business Days prior to any Transfer by any Class A Unitholder Member (that is consented to pursuant to Section 9.4) of any of the Units then held by such Member (a “Transferring UnitholderMember”) of any to a Person who is not an Affiliate of such Transferring Unitholder’s Class A Common Units for value Member (other than pursuant to Section 9.2(c)a “Member Transfer”), the Transferring Unitholder Member will deliver a written notice (the “Sale Offer Notice”) to the Company and each other Member (with each Member who elects to the other holders of Units (the participate in such Member Transfer being referred to herein as a “Potential Participating UnitholdersMember”), ) specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s), the number and class or classes of Units to be transferred by the Transferring Member, the purchase price thereof and the other material terms and conditions of the Transfer. Each Potential offer, and any Participating Unitholder Member which holds the same class of Units may elect to participate in such Member Transfer (subject to the contemplated Transfer provisions of Section 9.5(b) below with respect to the allocation of the sale proceeds among the classes of Units within such class of Units which may be sold in the proposed Member Transfer) at a price per Unit equal to the price per Unit to be received by delivering written notice (a “Tag-Along Notice”) the Transferring Member and on the same terms applicable to the Transferring Unitholder Member, by giving written notice of such election to the Transferring Member within fifteen thirty (1530) days after delivery of the Sale Offer Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15b) day period, none of the Potential Each Participating Unitholders shall have the right Member electing to participate in a proposed Member Transfer shall be entitled to sell the Transfer, and same proportionate amount of the Units owned by such Member (of the class of Units being sold) as is equal to the proportionate amount of the Units owned by the Transferring Unitholder shall have Member (of the right for a six (6) month period to transfer to the Proposed Purchaser up to the number class of Units stated being sold) that the Transferring Member intends to sell in the Sale Noticeproposed Member Transfer. Notwithstanding the foregoing, on terms and conditions no more favorable to (i) in the event that the Transferring Unitholder Member intends to Transfer Units of more than those stated in the Sale Notice. If any one class of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating UnitholdersUnits, the “Participating Unitholders”), each of the Transferring Unitholder and such Participating Unitholders will Members shall be entitled required to sell in the contemplated Transfer, on the same economic terms (with the price paid for different Member Transfer a pro rata portion of Units of all such classes of Units reflecting their respective proportionate share (to the extent such Participating Members own any Units of such other classes), which portion shall be determined in the manner set forth immediately above and (ii) with respect to any Participating Member which elects to transfer any Units of a different class within such class of Units than the class of Units within such class of Units proposed to be transferred by the Transferring Member, the price per Unit to be received by such Participating Member in such Member Transfer shall be determined as if the Company had been sold for the valuation implied by such Member Transfer (by extrapolating such valuation to a sale of all of the Total Equity ValueUnits, assuming only the Units of the classes of Units within such class of Units which are proposed to be sold by the Transferring Member and the Participating Members electing to participate in such Member Transfer were outstanding at the time of such assumed sale) and the proceeds of such sale had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in this Agreement. (c) As a condition precedent to participating in a transaction as set forth in this Section 9.5, each Participating Member shall: (i) be severally obligated to join (on a pro rata basis based on Units sold) in any indemnification obligations (including escrows, hold back or other similar arrangements to support such indemnity obligations), a number of Primary Common Units equal releases or other obligations to which the product of Transferring Member and its Affiliates agree in connection with such sale (other than (A) any such obligations that relate specifically to the quotient determined by dividing the number of Primary Common Units owned by Transferring Member and its Affiliates, such person as indemnification with respect to representations and warranties given by the aggregate number Transferring Member and its Affiliates regarding title to and ownership of Primary Common Units owned securities, as to which obligations the Transferring Member and its Affiliates shall be solely liable with respect to such representations and warranties given by all Unitholders participating in such salethe Transferring Member and its Affiliates, and (B) any such obligations that relate specifically to a particular Participating Member, such as indemnification with respect to representations and warranties given by such Participating Member regarding title to and ownership of securities, as to which obligations such Participating Member shall be solely liable with respect to such representations and warranties given 41 by such Participating Member); and (ii) promptly take all reasonably necessary actions requested by the number Transferring Member in connection with, and in order to expeditiously consummate, such Member Transfer and any related transactions, including executing, acknowledging and delivering transfer agreements, sale agreements, confidentiality provisions, escrow agreements, consents, assignments or waivers which in each case are no more burdensome than those executed by the Transferring Member. (d) In connection with any Member Transfer, the Company, the Board, each Subsidiary of Primary Common the Company and each Unitholder shall take all necessary or desirable actions in connection with the consummation of such Member Transfer and any related transactions (including any auction or competitive bid process in connection with or preceding such Transfer) as requested by the Transferring Member, including: (i) retaining investment bankers and other advisors selected by the Transferring Member; (ii) participating in management meetings and preparing pitchbooks and confidential information memorandums; (iii) furnishing information and copies of documents; (iv) filing applications, reports, returns, filings and other documents or instruments with governmental authorities; (v) providing assistance with legal, accounting, tax, financial, benefits and other forms of due diligence; and (vi) otherwise fully and willingly cooperating with the Transferring Member (who shall control all decisions in connection with such Member Transfer (including the hiring or terminating of any investment bank or other professional advisor(s))), the prospective buyer(s), any investment bankers, consultants or other professional advisors who have been retained in connection with such Member Transfer and their respective representatives. (e) The Transferring Member shall use reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the electing Participating Members in any contemplated Member Transfer and to the inclusion of the Units held by such Participating Members in the contemplated Member Transfer and entitled to be sold in such Member Transfer pursuant to Section 9.5(b) above, and the contemplated TransferTransferring Member shall not Transfer any of its Units to any prospective transferee(s) unless (i) such prospective transferee(s) agree to allow the participation of all electing Participating Members and to the inclusion of the Units held by such Participating Members that are entitled to be sold in such Member Transfer pursuant to Section 9.5(b) above, or (ii) the Transferring Member purchases or causes the Company to purchase from each electing Participating Member the same number of securities (at the same price and on the same economic terms) that such Participating Member would have been entitled to sell had the prospective transferee(s) so agreed. 449.6

Participation Rights. In the event of a Transfer of Securities by any Investor (i) At the "Transferring Investor"), at least twenty (20) 30 days prior to any such Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value (other than pursuant to Section 9.2(c)a Public Sale), the such Transferring Unitholder Investor will deliver a written notice (the “"Sale Notice”") to the Company and the other Stockholders (the "Other Stockholders") if such Transferring Investor is transferring Stockholder Shares or to the Partnership and the other holders of Units Partners (the “Potential Participating Unitholders”)"Other Partners") if such Transferring Investor is transferring Partnership Securities, specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s), the Securities to be sold and the terms and conditions of the Transfer. Each Potential Participating Unitholder In the event that the Other Stockholders or Other Partners (as the case may be) hold the type of Securities which are to be transferred, they may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the such Transferring Unitholder Investor within fifteen (15) 30 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders Other Stockholder or Other Partner has validly elected to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”)Transfer, each of the such Transferring Unitholder Investor and each such Participating Unitholders Other Stockholder or Other Partner will be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary Common Units Securities equal to the product of (Ai) the quotient determined by dividing the number percentage of Primary Common Units such Securities held by such person or entity by the aggregate percentage of such Securities owned by such person by Transferring Investor and the aggregate number of Primary Common Units owned by all Unitholders Other Stockholders and/or Other Partners participating in such sale, sale and (Bii) the number of Primary Common Units such Securities to be sold in the contemplated Transfer. 44For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by a Transferring Investor, and if such Transferring Investor at such time owns 30% of all Stockholder Shares and if one Other Stockholder elects to participate and owns 20% A Transferring Investor shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Stockholders and/or Other Partners in any contemplated Transfer, and notwithstanding any provision herein to the contrary, in the event that the prospective transferees do not allow such participation, such Transferring Investor may not transfer any of its Securities to the prospective transferee(s).

Participation Rights. (i) At least twenty (20) 30 days prior to any -------------------- Significant Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A Common Units for value Stockholder Shares (other than a Public Sale or a Transfer pursuant to Section 9.2(cparagraph 2(b)), the Stockholder making such Significant Transfer (the "Transferring Unitholder will Stockholder") shall deliver a written notice (the “"Sale Notice”") to the Company and to the other holders of Units Stockholders who hold Stockholder Shares (the “Potential Participating Unitholders”"Other Stockholders"), specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s), the number and class of Stockholders Shares being transferred and the terms and conditions of the Significant Transfer. Each Potential Participating Unitholder The Other Stockholders may elect to participate in the contemplated Significant Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Stockholder within fifteen (15) 30 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall any Other Stockholders have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating UnitholdersSignificant Transfer, the “Participating Unitholders”), each of the Transferring Unitholder Stockholder and such Participating Unitholders will Other Stockholders shall be entitled to sell in the contemplated Significant Transfer, at the same price and on the same economic terms (with subject to the price paid for different classes provisions of Units reflecting their respective proportionate share of the Total Equity Valueparagraph 2(d) below), a number of Primary Common Units Stockholder Shares equal to the product of (Ai) the quotient determined by dividing the number percentage of Primary Common Units Stockholder Shares owned by such person by the aggregate number percentage of Primary Common Units Stockholder Shares owned by all Unitholders the Transferring Stockholder and the Other Stockholders participating in such sale, sale and (Bii) the number of Primary Common Units Stockholder Shares to be sold in the contemplated Significant Transfer. 44For purposes of this calculation, all shares of Class A Common shall be treated as if converted into ten percent (10%) of the outstanding number of shares of Class B Common outstanding immediately following such conversion. For example, if the Sale Notice contemplated a sale of 60 ----------- shares of Class A Common by the Transferring Stockholder, and if the Transferring Stockholder at such time owns 30% of all Stockholder Shares and if one Other Stockholder elects to participate and owns 40 shares of the Class B Common (representing 20% of all Stockholder Shares), the Transferring Stockholder would be entitled to sell 36 shares (30% + 50% x 60 shares) and the Other Stockholder would be entitled to sell 24 shares (20% + 50% x 60 shares). Each Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Stockholders in any contemplated Significant Transfer, and each Stockholder shall not transfer any of its Stockholder Shares to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Other Stockholders.

Participation Rights. After the required delivery by a Transferring Securityholder of an Offer Notice to the Secretary of the Board (i) At least twenty (20) days prior or to any Transfer by any Class A Unitholder (a “Transferring Unitholder”) of any of such Transferring Unitholder’s Class A the Common Units for value (other than pursuant to Section 9.2(c)Representative and each CPO Holder, as the case may be), the Transferring Unitholder will deliver written notice (the “Sale Notice”) to the Company and to the other holders of Units (the “Potential Participating Unitholders”), specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Each Potential Participating Unitholder Securityholders may elect to participate in the contemplated Transfer (other than an Exempt Transfer but including a Transfer pursuant to Section 6(c)) by delivering an Existing Securityholder or an Other Securityholder at the same price per share and on the same terms by giving written notice (a “Tag-Along Notice”) to the Transferring Unitholder Securityholder within fifteen (15) 20 days after delivery of the Sale Notice. If no Tag-Along Offer Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale NoticeCompany. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”), each of the Transferring Unitholder and such Participating Unitholders will be entitled to Each participating other Securityholder may sell in the contemplated Transfer, at the same price and on the same economic terms (with specified in the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)Offer Notice, a number of Primary Common Units Company Securities (whether Series A, Series B, Series C or Series N Shares or CPOs) equal to the product of (Ai) the quotient determined by dividing the number percentage of Primary Common Units Company Securities (including any CPOs) owned by such person Person by the aggregate number percentage of Primary Common Units Company Securities (including any CPOs) owned by all Unitholders the Transferring Securityholder and the other participating in such sale, Securityholders and (Bii) the number of Primary Common Units Company Securities (including any CPOs) to be sold in the contemplated Transfer. 44For the purposes of such calculation, each CPO owned by a Securityholder shall count as two Company Shares (as adjusted for any stock splits or reverse-stock splits of the Series C Shares or Series N Shares). For example, if the Offer Notice contemplated a sale of 100 Company Shares by the Transferring Securityholder, and if the Transferring Securityholder at such time owns 30% of all of the Company Shares outstanding and the sole other participating Securityholder elects to participate and owns 20% of all of the Company Shares outstanding, the Transferring Securityholder would be entitled to sell a total 60 shares (30%, 50% x 100 shares) and such other Securityholder would be entitled to sell a total of 40 shares (20%, 50% x 100 shares). No Transferring Securityholder shall transfer any of its Company Securities to any prospective transferee if such prospective transferee(s) decline to allow the participation on the terms provided in this Section 6(d) of the other Securityholders who have elected to so participate.

Participation Rights. (i) At least twenty thirty (2030) days prior to any Transfer of Stockholder Shares by OEP or by any Class A Unitholder Permitted Transferee of OEP that has become a Stockholder hereunder (each, a “Transferring Unitholder”"SIGNIFICANT STOCKHOLDER") of any of such Transferring Unitholder’s Class A Common Units for value (other than (i) pursuant to Section 9.2(ca Public Sale, (ii) a Transfer to any Permitted Transferee(s), (iii) an Exempt Transfer, or (iv) redemptions of Preferred Stock pursuant to the Company's Articles of Incorporation), the Transferring Unitholder will transferring Significant Stockholder shall deliver a written notice (the “Sale Notice”"TAG-ALONG SALE NOTICE") to the Company and to each other Stockholder, including the other holders of Units Significant Stockholders (the “Potential Participating Unitholders”"OTHER STOCKHOLDERS"), specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s), the number and the class of shares to be Transferred and the terms and conditions of the Transfer. Each Potential Participating Unitholder In the event that any of the Other Stockholders hold the class of Stockholder Shares which are to be transferred, such Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder transferring Significant Stockholder within fifteen (15) days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected Other Stockholders elect to participate in such Transfer (such Potential Participating Unitholderseach a "PARTICIPATING STOCKHOLDER"), and any of the Stockholder Shares specified in the Tag-Along Sale Notice are shares of Common Stock, the “transferring Significant Stockholder and each Participating Unitholders”), each of the Transferring Unitholder and such Participating Unitholders will Stockholder shall be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary shares of Common Units Stock equal to the product of (Ai) the quotient determined by dividing the number percentage of Primary shares of Common Units owned Stock held by such person Stockholder by the aggregate number percentage of Primary shares of Common Units owned Stock held by the transferring Significant Stockholder and all Unitholders Participating Stockholders participating in such sale, Transfer and (Bii) the number of Primary shares of Common Units Stock to be sold in the contemplated Transfer. 44All such determinations of the number of shares and percentage of Common Stock made under this SECTION 6(b) shall be made on a fully-diluted basis. FOR EXAMPLE, if the Tag-Along Sale Notice contemplated a sale of 100 shares of Common Stock by the transferring Significant Stockholder, and if the transferring Significant Stockholder at such time owns 30% of the total number of outstanding shares of Common Stock and if one Participating Stockholder elects to participate and such Stockholder owns 20% of the total number of outstanding shares of Common Stock, the transferring Significant Stockholder would be entitled to sell 60 shares (30% DIVIDED BY 50% x 100) and the Participating Stockholder would be entitled to sell 40 shares (20% DIVIDED BY 50% x 100). If any of the Stockholder Shares specified in the Tag-Along Sale Notice consists of any class of Preferred Stock, the transferring Significant Stockholder and each Participating Stockholder shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of any class of Preferred Stock held by such Stockholder equal to the aggregate number of shares of Preferred Stock to be Transferred multiplied by a fraction, the numerator of which is the liquidation value (plus accrued and unpaid dividends thereon) of such shares of any class of Preferred Stock owned by such Participating Stockholder and the denominator of which is the liquidation value (plus accrued and unpaid dividends thereon) of such shares of all classes of Preferred Stock owned by all holders participating in such transaction. FOR EXAMPLE, if the Tag-Along Sale Notice contemplated a sale of 100 shares of Preferred Stock by the transferring Significant Stockholder and if the Preferred Stock owned by the transferring Significant Stockholder had a liquidation value (plus accrued and unpaid dividends thereon) of $1,080,000 and if one other holder elects to participate and the Preferred Stock owned by such electing holder has a liquidation value (plus accrued and unpaid dividends thereon) of $2,160,000, the transferring Significant Stockholder would be entitled to sell 33 1/3 shares of Preferred Stock ((1,080,000 / 3,240,000) * 100 shares) and the electing holder would be entitled to sell 66 2/3 shares ((2,160,000 / 3,240,000) * 100 shares) of Preferred Stock. The transferring Significant Stockholder shall use its reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in any contemplated Transfer, and the transferring Significant Stockholder shall not Transfer any of its Stockholder Shares of such class to the prospective transferee(s) unless (1) the prospective transferee(s) agrees to allow the participation of the Participating Stockholders or (2) the transferring Significant Stockholder agrees to purchase the number of such class of Stockholder Shares from any Participating Stockholders which the Participating Stockholders would have been entitled to sell (and at the price it would have received) pursuant to this SECTION 6(b). If any securities convertible, exchangeable or exercisable for any class of Stockholder Shares (or securities into which any class of Stockholder Shares are convertible, exchangeable or exercisable) are included in any Transfer under this SECTION 6(b), the purchase price for such securities shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of such securities to be transferred, reduced by the aggregate exercise price for such shares. Each Stockholder transferring Stockholder Shares pursuant to this SECTION 6(b) shall pay its PRO RATA share (based on the aggregate consideration to be received with respect to each class of stock to be sold, taking into account the relative preferences and priorities of the shares to be sold) of reasonable expenses incurred by the Stockholders in connection with such Transfer (other than transaction fees paid to the transferring Significant Stockholder or its Affiliates) and shall be obligated, on a several (and not on a joint and several) basis, to join on a PRO RATA basis (based on the aggregate consideration to be received with respect to each class of stock to be sold) in any representations, warranties, indemnification provisions or other obligations (including, without limitation, any escrow arrangements) that the transferring Significant Stockholder agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder's title to and ownership of Stockholder Shares); PROVIDED that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferee(s) with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer. If any Transfer is not consummated on the same terms and conditions as set forth in the Tag-Along Sale Notice within ninety (90) days after the expiration of the notice periods described above, the transferring Significant Stockholder shall again comply with the terms of this SECTION 6(b) with respect to such Transfer.

Participation Rights. (i) At least twenty (20) 30 days prior to any Transfer of any Securityholder Units by any Class A Unitholder Securityholder which, together with its Permitted Transferees, holds at least 15% of a class of Securityholder Units as of immediately prior to such Transfer (a “Transferring Unitholder”"Significant Securityholder") of any of such Transferring Unitholder’s Class A Common Units for value (other than (i) pursuant to a Public Sale or (ii) a Transfer pursuant to Section 9.2(c)3(c) or Section 5 hereof), the Transferring Unitholder transferring Significant Securityholder will deliver a written notice (the “"Sale Notice”") to the Company and to the other holders of Units Securityholders (the “Potential Participating Unitholders”"Other Securityholders"), specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s), the Securityholder Units to be sold and the terms and conditions of the Transfer. Each Potential Participating Unitholder In the event that the Other Securityholders hold (x) the class of Securityholder Units which are to be transferred, (y) securities convertible, exchangeable or exercisable for the class of Securityholder Units which are to be transferred, or (z) securities into which the class of Securityholder Units which are to be transferred are convertible, exchangeable or exercisable, they may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder transferring Significant Securityholder within fifteen (15) 15 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall any Other Securityholders have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential "Participating UnitholdersSecurityholders"), the “transferring Significant Securityholder and each Participating Unitholders”), each of the Transferring Unitholder and such Participating Unitholders Securityholder will be entitled to sell in the contemplated Transfer, at the same price and on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary Common Securityholder Units of such class (other than Unvested Units (as such term is defined in the Executives' Equity Participation Agreements), or securities convertible, exchangeable or exercisable for Securityholder Units of such class (or securities into which such class of Securityholder Units are convertible, exchangeable or exercisable), equal to the product of (Ai) the quotient determined by dividing the number of Primary Common Securityholder Units owned of such class (other than Unvested Units) and securities convertible, exchangeable or exercisable for Securityholder Units of such class (or securities into which such class of Securityholder Units are convertible, exchangeable or exercisable) held by such person Person by the aggregate number of Primary Common Securityholder Units of such class (other than Unvested Units) and securities convertible, exchangeable or exercisable for Securityholder Units of such class (or securities into which such class of Securityholder Units are convertible, exchangeable or exercisable) owned by the transferring Significant Securityholder and all Unitholders participating in such sale, Participating Securityholders and (Bii) the number of Primary Common Securityholder Units of such class and securities convertible, exchangeable or exercisable for Securityholder Units of such class (or securities into which such class of Securityholder Units are convertible, exchangeable or exercisable) to be sold in the contemplated Transfer. 44The transferring Significant Securityholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Securityholders in any contemplated Transfer, and the transferring Significant Securityholder shall not Transfer any of its Securityholder Units of such class to the prospective transferee(s) unless (1) the prospective transferee(s) agrees to allow the participation of the Participating Securityholders or (2) the transferring Significant Securityholder agrees to purchase the number of such class of Securityholder Units from any Participating Securityholders which the Participating Securityholders would have been entitled to sell pursuant to this Section 3(a). If any securities convertible, exchangeable or exercisable for Securityholder Units of such class (or securities into which such class of Securityholder Units are convertible, exchangeable or exercisable) are included in any Transfer under this Section 3(a), the purchase price for such securities shall be equal to the full purchase price determined hereunder for the Securityholder Units covered by the portion of such securities to be transferred, adjusted by the aggregate exercise price for such units. Each Securityholder transferring Securityholder Units pursuant to this Section 3(a) shall pay his or its pro rata share (based on the number of Securityholder Units to be sold) of the expenses incurred by the Securityholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Securityholder Units to be sold) in any indemnification or other obligations that the transferring Significant Securityholder agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Securityholder, such as indemnification with respect to representations and warranties given by a Securityholder regarding such Securityholder's title to, ownership of Securityholder Units and, for such Securityholders that are not individuals, authority to enter into such agreement); provided, however, that no Investor shall be required to make a representation or warranty that any other Investor is not required to make.

Participation Rights. (i) At least twenty (20) 15 days prior to any Transfer by of any Class A Unitholder (a “Transferring Unitholder”Xxxx Shares, the holder(s) of any of such Xxxx Shares intending to Transfer Xxxx Shares (the "Transferring Unitholder’s Class A Common Units for value Stockholder") will deliver to the other Stockholders (other than pursuant to Section 9.2(c))collectively, the Transferring Unitholder will deliver "Other Stockholders") a written notice (the “a "Sale Notice”") to the Company and to the other holders of Units (the “Potential Participating Unitholders”), specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s) and the terms and conditions of the contemplated Transfer. Each Potential Participating Unitholder The Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring Unitholder Stockholder within fifteen (15) 15 days after delivery of the Sale Notice. If no Tag-Along Notice is delivered to the Transferring Unitholder within such fifteen (15) day period, none of the Potential Participating Unitholders shall any Other Stockholders have the right to participate in the Transfer, and the Transferring Unitholder shall have the right for a six (6) month period to transfer to the Proposed Purchaser up to the number of Units stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Unitholder than those stated in the Sale Notice. If any of the Potential Participating Unitholders has validly elected to participate in such Transfer (such Potential Participating Unitholders, the “Participating Unitholders”)Transfer, each of the Transferring Unitholder Stockholder and such Participating Unitholders Other Stockholders will be entitled to sell in the contemplated Transfer, at the same price and (subject to the last sentence of this Section 2(c)(i)) on the same economic terms (with the price paid for different classes of Units reflecting their respective proportionate share of the Total Equity Value)terms, a number of Primary shares of each class of Common Units Stock being transferred equal to the product of obtained by multiplying (A) the quotient determined by dividing (x) the number of Primary shares of such class of Common Units Stock owned by such person Person by (y) the aggregate number of Primary shares of such class of Common Units owned Stock then held by all Unitholders Persons participating in such saleTransfer, and including the Transferring Stockholder (such Person's "Pro Rata Share") by (B) the number of Primary shares of such class of Common Units Stock to be sold in the contemplated Transfer. 44If any Person participating in such Transfer elects to Transfer less than its Pro Rata Share, the shares which such Person had the right, but did not elect, to Transfer will be reoffered to the Persons participating in such Transfer who elected to Transfer their full Pro Rata Share (pro rata among such Persons based on their respective Pro Rata Shares), and so on until the Persons participating in such Transfer have elected to Transfer all shares to be sold in the contemplated Transfer. For purposes of determining the respective Pro Rata Shares, each Person will be deemed to hold all Common Stock held by them and their Affiliates (provided that no share of Common Stock shall be counted more than once for this purpose) and all such affiliated Persons shall be treated as a single Person. Notwithstanding the foregoing, in the event that a Transferring Stockholder intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer shall, to the extent they hold the classes of Common Stock intended to be Transferred, be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Stock, which portion shall be determined in the manner set forth immediately above.