Common use of Tag-Along Right Clause in Contracts

Tag-Along Right. (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.

Tag-Along Right. (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Class A Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Class A Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Class A Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Class A Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Class A Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Class A Units which are held by the transferring Sponsor Member. If the number of Class A Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Class A Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Class A Units (based on the aggregate number of Class A Units held by such seller to the total number of Class A Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.

Tag-Along Right. For so long as the Company owns at least 33.33% of E-Wash or Limited, in the event that the Company or E-Wash (the "Purchase Offer Recipient") shall receive a bona fide offer to purchase less than all shares of E-Wash or Limited units (a "Purchase Offer"), the Purchase Offer Recipient shall either decline such Purchase Offer or, if the Purchase Offer Recipient determines to accept such Purchase Offer, then, prior to accepting any Purchase Offer, arrange for the proposed purchaser to make, in addition to the Purchase Offer, a bona fide offer to purchase from the Employee, and all other similarly situated persons, upon the same terms as the Purchase Offer, units of Limited owned by such parties, including the Employee (the "Tag Along Rights") in the proportion and otherwise as described in the second succeeding sentence (the "Unit Purchase Offer"). In the event a Unit Purchase Offer is made, the Purchase Offer Recipient shall give the Employee written notice thereof (the "Notice") specifying (i) the number of Units that the Employee may sell, and (ii) the terms (including the price and the proposed date of consummation thereof) of such Unit Purchase Offer. Upon receipt of the Notice, the Employee shall have the right to sell that number of Units owned by him and which are not then Restricted Units equal to (A) the product of (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a the total number of Limited units proposed to be purchased in the Purchase Offer, the Unit Purchase Offer and similar offers being made to other members of Limited concurrently with the Purchase Offer, and (b) a fraction, the numerator of which shall be the number of Tag-Along Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined below) owned by the Employee and the denominator of which shall be the number of shares of Limited units owned by the Purchase Offer Recipient plus the number of shares of Tag-Along Units owned by all members electing to participate in such sale. For purposes of the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a foregoing, "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a DragUnits" shall mean all units of Limited outstanding on the date of the Sale. The Tag-Along Sale Notice (as defined in Right may be exercised by the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) Employee by delivery, not later than 5 days after receipt of the Sponsor AgreementNotice, the Company shall first provide of a written notice to each of the Management Members, which notice (the "Tag-Along Notice") to the Purchase Offer Recipient, which shall state: (i) state the maximum number of Units proposed which are not Restricted Units that the Employee wishes to be Transferred (include in such sale to the "Tag-Along Securities"); (ii) purchaser. The Employee shall participate in any purchase specified in the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon on the terms set forth in the Tag-Along Notice, up therein (or on terms no less favorable to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member Employee) and as reflected provided in the Tag-Along Notice and during the denominator of which is 90-day period following the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale date of the TagNotice. Any purchases following such 90-Along Securities, and such Tag-Along Manager(s) day period shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsrequire a new Notice.

Tag-Along Right. (a) If, at any time Beginning upon the date the Company executes this Subscription Agreement and ceasing immediately prior to a Qualified the IPO, one or more Sponsor Members if Xxxxxx F.X. Sillerman and/or his affiliates (the “Selling Stockholder”) propose to Transfersell or transfer, in a single transaction whether directly or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) indirectly (a "“Transfer”), any shares of Common Stock to an unaffiliated third party (the “Proposed Transferee”), Purchaser shall be permitted to participate in such Transfer (a “Tag-Along Purchaser"), then, unless such transferring Sponsor Member(salong Sale”) are entitled to give and do give a Drag-Along Sale Notice (as defined in on the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions set forth in this Section 7. Xxxxxx F.X. Sillerman shall acknowledge his agreement to comply with this Section 7 by executing the signature page hereof. The Selling Stockholder shall deliver to Purchaser a written notice of such sale, including the proposed transfer date Transfer (which date will be within 60 the “Tag Notice”) no more than five business days after the termination execution and delivery by all the parties thereto of the Election Period (defined below), subject definitive agreement entered into with respect to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (eachalong Sale and, a "in any event, no later than ten business days prior to the closing date of the Tag-Along Manager") along Sale. Purchaser shall be permitted to exercise its right to participate in the Tag-along Sale by delivering to the Selling Stockholder a written notice stating its election to do so and specifying the number of shares of Common Stock to be sold by it no later than five business days after receipt of the Tag Notice. Purchaser shall have the right to sell Transfer in a Transfer subject to such Tag-Along Purchaser, upon this Section 7 the terms set forth in the Tag-Along Notice, up number of shares of Common Stock equal to the aggregate product obtained by multiplying (x) the number of Units which are shares of Common Stock held by such Tag-Along Manager multiplied Purchaser by (y) a fraction, fraction (A) the numerator of which is equal to the aggregate number of Units shares of Common Stock the Selling Stockholder proposes to Transfer to the Proposed Transferee and (B) denominator of which is equal to the number of shares of Common Stock then owned by such Selling Stockholder. If the Selling Stockholder is unable to cause the proposed to be sold by the transferring Sponsor Member as reflected transferee in the Tag-Along Notice and along Sale to purchase all of the denominator shares of which is the total number of Units which are held Common Stock proposed to be Transferred by the transferring Sponsor Member. If Purchaser, then the number of Units elected shares of Common Stock that each such participating holder is entitled to Transfer shall be sold by the Tag-Along Managers and any other individuals identified from time to time scaled back pro rata based on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified shares of Common Stock held by such participating holder relative to the number of shares of Common Stock held by all participating holders in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers)along Sale. The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 Selling Stockholder shall effect the sale have a period of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business 180 days after the expiration of the Election Periodfive business day period following the receipt of the Tag Notice to Transfer all of the shares of Common Stock agreed to be Transferred to the transferee, subject on the same terms specified in the Tag Notice. In connection with any Tag-along Sale in which Purchaser participates, Purchaser shall only be required to extension make or provide representations, warranties, covenants, indemnities and agreements customary for any required regulatory approvalsa minority stockholder selling in a Tag-along Sale similar to that described herein.

Tag-Along Right. If the undersigned (athe "Electing Shareholder") Ifelects to sell any Merlin Common Stock to a third party other than an at market sale through a broker assisted transaction on a stock exchange or an over-the-counter market, the Purchasers shall thereafter be deemed to have been offered the opportunity to sell their shares of Merlin Common Stock to the proposed purchaser on the same terms as the Electing Shareholder. The Electing Shareholder shall be estopped from transferring its Merlin Common Stock until all tag-along rights of their shares of Merlin Common Stock granted herein have expired or have been released and relieved by the Purchasers. The tag-along rights granted herein shall expire upon the earlier of (i) the Maturity of the Notes, (ii) the Conversion of all of the outstanding Notes by the Purchasers or (iii) the Company's exercise of its Mandatory Conversion Right for all of the outstanding Notes. On or before the date which is sixty (60) days after the Purchasers receive actual written notice from the Electing Shareholder of the terms of the proposed transaction (the "Notice"), the Purchasers may, at any time prior to their sole option, send a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of notice (the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement"Election Notice") to any Person (other than a Transfer the Electing Shareholder electing to a Permitted Transferee (as defined in the LLC Agreement) sell all or some of any such Sponsor Member and other than a Transfer their shares of Merlin Common Stock in accordance with the Registration Rights Agreement and other than terms specified in the Notice. The Electing Shareholder shall not sell any shares of Merlin Common Stock pursuant to another Sponsor Member) (a "Tag-Along Purchaser"), thenthis paragraph, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has proposed purchaser also acquires all shares of Merlin Common Stock which the Purchasers have elected to purchase its pro rata share of such Units sell pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material an Election Notice on terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms at least as favorable as those set forth out in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.

Tag-Along Right. (a) If, at Notwithstanding any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of consent given by the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units General Partner pursuant to Section 2.04(a) 7.2, in the event that SCP, SCP Parallel or any of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members their respective Affiliates that has been provided with the Tag-Along Notice is a Partner (each, a "“Selling Partner”) receives from an independent third party a bona fide offer to purchase all or any portion of the Preferred Units held by such Selling Partner (the “Transfer Units”), other than pursuant to a Sell-Down Transaction, and the Selling Partner wishes to accept such offer, the Selling Partner may engage in such sale as long as the Rollover Securityholders holding Preferred Units (each such Partner, a “Tag-Along Manager"Partner”) shall have be afforded the right to sell to such transferee (such transfer, a “Tag-Along Purchaser, upon Sale”) simultaneously therewith (on the same general terms and conditions as the terms and conditions set forth in the offer received by the Selling Partner) a number of Preferred Units determined as provided in this Section 7.8 (the “Tag-Along NoticeRight”). The Selling Partner shall send a written notice to each Tag-Along Partner, up which notice shall contain the number of Preferred Units the Selling Partner desires to sell, the name of the prospective transferee, the consideration offered in connection therewith, and all other material information about the proposed sale and the proposed transferee as has been provided to the aggregate Selling Partner (the “Sale Offer”). Each Tag-Along Partner may elect to participate in the contemplated sale by delivering written notice of such election to the Selling Partner within fifteen (15) days after delivery of the Sale Offer. The number of Preferred Units which are held such Tag-Along Partner shall be entitled to sell pursuant to this Section 7.8 shall equal the product of (1) the total number of Preferred Units to be sold in the contemplated sale multiplied by (2) the quotient determined by dividing (x) the number of Preferred Units owned by such Tag-Along Manager multiplied Partner, by a fraction, the numerator of which is (y) the aggregate number of Preferred Units proposed to be sold owned by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale Selling Partner and the Tag-Along Manager(s) exercising their rights pursuant Partners who elected to this participate in such sale. This Section 2.04 7.8 shall effect the sale of the Tag-Along Securitiesnot apply to, and such Tag-Along Manager(s) shall sell terminate upon the number of Tag-Along consummation of, a public offering that is registered under the Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsAct.

Tag-Along Right. (a) If, at No Initial Stockholder shall Transfer any time prior to a Qualified IPO, one or more Sponsor Members propose to TransferCommon Stock, in a single transaction or a related series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than third party unless the Transfer is a Transfer bona fide sale to a Permitted Transferee (as defined in party which is not an Affiliate of Barneys or any Stockholder which was negotiated on an arms-length basis, and the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including (the proposed transfer date "Third Party Disposition") to such third party shall contain an offer to Questrom to include in such Third Party Disposition such number of shares of Common Stock as is determined in accordance with Section 2(b) below. At least 5 Business Days prior to effecting any Third Party Disposition, such Initial Stockholder (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along ManagerSelling Stockholder") shall have promptly cause the right terms and conditions of the Third Party Disposition to be reduced to a reasonably detailed writing (which writing shall identify the third party purchaser and shall include the offer to Questrom to purchase or otherwise acquire its shares of Common Stock, according to the terms and subject to the conditions of this Section 2), and shall deliver, or cause the third party to deliver, written notice (the "Notice") of the terms of such Third Party Disposition to Questrom. The Notice shall be accompanied by a true and correct copy of the agreement, if any, embodying the terms and conditions of the proposed Third Party Disposition or such written summary thereof if there is no agreement. At any time after receipt of the Notice (but in no event later than 5 Business Days after receipt), Questrom may accept the offer included in the Notice for up to such number of his shares of Common Stock, as determined in accordance with the provisions of Section 2(b) below, by furnishing irrevocable written notice of such acceptance to the Selling Stockholder and to the third party. It is understood, however, that Questrom shall not be required to sell his shares if the Third Party Disposition is not consummated by the Selling Stockholder. If either Initial Stockholder is considering a possible Third Party Disposition pursuant to which Questrom would have rights under this Section 2, such Initial Stockholder agrees that, as soon as reasonably possible after its receipt of an offer or proposal (other than ordinary broker inquiries) relating to such Tag-Along Purchaserpotential Third Party Disposition, upon the terms set forth in the Tag-Along Noticeit will forward information relating thereto to Questrom. The Initial Stockholders further agree to discuss with and, up to the aggregate number extent in writing, provide copies of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice their assessments and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all evaluations of such electing sellers)potential Third Party Disposition to Questrom. The transferring Sponsor Member(s), Questrom agrees that he will not effectuate any sale of his shares of Common Stock to such potential purchaser other than in accordance with the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to provisions of this Section 2.04 shall effect 2, unless the sale of the Tag-Along Securities, and Initial Stockholders elect not to proceed with such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsThird Party Disposition.

Tag-Along Right. If the Company and the Non-Selling Investors have in the aggregate not elected to purchase all of the Offered Shares pursuant to Section 2, the Company shall give the Non-Selling Investors and the Management Stockholders, a notice within two (a2) IfBusiness Days after the expiry of the Investor Election Period or the Second Investor Election Period, at any time prior as the case may be, that all of the Offered Shares were not elected to a Qualified IPO, one or more Sponsor Members propose be purchased and informing such Non-Selling Investor of their opportunity to Transfer, participate in a single transaction tag-along sale pursuant to this Section 4 and informing the Management Stockholders of their opportunity to participate in the tag-along sale pursuant to the Management Stockholders Agreement. The Non-Selling Investors and the Management Stockholders shall have the right, exercisable upon written notice to the Tag-Along Seller within seven (7) Business Days after the expiration of the Investor Election Period or the Second Investor Election Period, as the case may be (the “Tag-Along Election Period”), to participate in the proposed Transfer by the Tag-Along Seller to any Person (the “Tag-Along Transferee”) on the terms and conditions set forth in such Transfer Notice (such participation rights being hereinafter referred to as “Tag-Along Rights”). Any Non-Selling Investor and any Management Stockholder that has not notified the Tag-Along Seller of its intent to exercise Tag-Along Rights within the Tag-Along Election Period shall be deemed to have elected not to exercise such Tag-Along Rights with respect to the sale contemplated by such Transfer Notice and the Tag-Along Seller and the Non-Selling Investors and the Management Stockholders who have exercised such Tag-Along Rights shall thereafter be free to Transfer to the Tag-Along Transferee at a series of related transactionsper share price no greater than the per share price set forth in the Transfer Notice with respect to such Transfer and on other terms and conditions that are not materially more favorable to the Tag-Along Seller and the Non-Selling Investors and the Management Stockholders who have exercised such Tag-Along Rights than those set forth in such Transfer Notice, a without any further obligation to such Non-Selling Investor(s) and Management Stockholder(s) pursuant to this Section 4(b) that have not provided notice to exercise Tag-Along Rights. Each Non-Selling Investor and Management Stockholder that elects to exercise Tag-Along Rights may participate with respect to the Shares owned by such Investor or with respect to the number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes whole Restricted Shares (as defined in the LLC Management Stockholders Agreement), including any (a) to any Person (other than a Transfer to a Permitted Transferee Restricted Shares issuable upon exercise of Vested Options (as defined in the LLC Management Stockholders Agreement) of or (b) any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units Restricted Shares that will be issuable pursuant to Section 2.04(a) options that vest as a result of the Sponsor Agreement, the Company shall first provide written notice to each consummation of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed Transfer to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and Transferee (iii) any other material terms and conditions of such salecollectively, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below“Management Shares”), subject as the case may be, in an amount equal to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice product obtained by multiplying (each, a "Tag-Along Manager"i) shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tagcase of Non-Along NoticeSelling Investor, up to the aggregate number of Units which are held Shares owned by such TagNon-Along Manager multiplied Selling Investor on the date of the sale and, in the case of a Management Stockholder, the aggregate number of Management Shares owned by such Management Stockholder on the date of the Sale by (ii) a fraction, the numerator of which is the aggregate number of Units proposed equal to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected Shares proposed to be sold by the Tag-Along Managers Seller and any other individuals identified from time to time on Exhibit A to the LLC Agreement, denominator of which is the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the aggregate number of Tag-Along Securities specified in Shares owned by the Tag-Along NoticeSeller (the “Eligible Shares”). If one or more Non-Selling Investors and Management Stockholders elects not to include the maximum number of Eligible Shares in a proposed sale, the Tag-Along Seller shall give prompt notice to each other participating Non-Selling Investors and participating Management Stockholders and such other participating Investor and participating Management Stockholders may sell in the proposed sale a number of additional Shares or Management Shares, as the case may be, owned by any of them equal to their pro rata portion (based upon the aggregate number of Shares owned by such Investor or the aggregate number of Management Shares owned by such Management Stockholder, as the case may be, relative to the aggregate number of Shares and Management Shares owned by all Investors and Management Stockholders) of the number of Shares and Management Shares eligible to be included in the proposed Transfer. Such additional Shares and Management Shares which any such Non-Selling Investor(s) or Management Stockholder(s) proposes to sell shall not be included in the calculation of Eligible Shares of such Non-Selling Investor or Management Stockholder. To the extent that the total number of Shares and Management Shares proposed to be sold by the Tag-Along Seller and the number of Eligible Shares proposed to be Transferred by all of the Non-Selling Investors and Management Stockholders collectively exceeds the number of Shares and Management Shares that the Tag-Along Transferee is willing to acquire, the number of Units being sold by each such seller shall be reduced such Shares and Management Shares that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant Seller and each Non-Selling Investor and Management Stockholder propose to this Section 2.04 shall effect Transfer will be reduced pro rata based upon the sale relative number of Shares and Management Shares that the Tag-Along Securities, Seller and each such TagNon-Along Manager(s) shall sell the number of Tag-Along Securities required Selling Investor and Management Stockholder had proposed to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsTransfer.

Tag-Along Right. (a) If, at following a First American Distribution in which First American caused Newco to distribute to First American and FAREISI all or any time prior portion of First American’s and FAREISI’s collective pro rata portion of the securities of First Advantage held by Newco (such securities, the “Distributed Securities”), First American and/or FAREISI proposes to a Qualified IPO, one or more Sponsor Members propose to Transfer, sell in a single transaction or a series of related transactions, a number transactions an amount of Units representing at least 30such Distributed Securities which constitutes not less than 5% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer then issued and outstanding capital stock of First Advantage to a Permitted Transferee person or entity who is not a direct or indirect subsidiary of First American (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-“Tag Along Purchaser"”), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") Experian shall have the right to sell cause FARES to make (a) in the event of a sale by First American and FAREISI of their entire aggregate pro rata portion of the First Advantage capital stock owned by Newco, a FARES Distribution or (b) in the event of a sale by First American and FAREISI of less than all of First American’s and FAREISI’s aggregate pro rata portion of the securities of First Advantage held by Newco, a Special FARES Distribution (either of which distributions may, at Experian’s option, be contingent on the consummation of the transaction contemplated by the Tag Along Offer (as defined below)) and to require First American and/or FAREISI to cause the Tag Along Purchaser to purchase all, but not less than all, of the voting securities of First Advantage held, or to be held, by Experian subsequent to such Tag-FARES Distribution or Special FARES Distribution, as the case may be (such right, the “Tag Along Right”; such securities, the “Tag Along Securities”). If Experian exercises the Tag Along Right, First American and/or FAREISI shall require that the Tag Along Purchaser make an offer (the “Tag Along Offer”) in writing (containing reasonable detail regarding the material terms of the proposed transaction) to Experian to purchase the Tag Along Securities (such Tag Along Offer to be open for acceptance by Experian for a period of not less than fourteen (14) days) at the same per security price as that offered to First American and/or FAREISI. The consideration for the Tag Along Securities shall be payable in cash or in the same form as that offered by the Tag Along Purchaser to First American and/or FAREISI in full without set off within a reasonable period of time of acceptance of the Tag Along Offer by Experian but in any event no later than thirty (30) days after such acceptance. Pending such payment, First American shall not be entitled to transfer any of the Distributed Securities to the Tag Along Purchaser. If Experian does not accept the Tag Along Offer within such fourteen-day period, upon First American and FAREISI may transfer the Distributed Securities to the Tag Along Purchaser on price, payment and liquidity terms no more favorable than those set forth in the TagTag Along Offer at any time after the close of such fourteen-Along Notice, up day period but prior to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member90th day thereafter. If the number of Units elected Tag Along Purchaser fails or refuses to be sold by the Tag-make a Tag Along Managers Offer to Experian, as a provided above, First American and FAREISI shall not transfer any other individuals identified from time Distributed Securities to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Tag Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsPurchaser.

Tag-Along Right. (a) IfIf a Permitted Third Party Sale would cause ABT and its Affiliates (the "SELLING MEMBER") collectively to own less than a Majority in Interest, at any time then prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreementsuch Permitted Third Party Sale, the Company Selling Member shall first provide written notice to notify each of the Management Members, which notice other Member in writing (the "Tag-Along NoticeTAG ALONG NOTICE") shall state: of such proposed transfer identifying (i) the maximum number name and address of Units the proposed to be Transferred (the "Tag-Along Securities"); buyer and (ii) the proposed purchase price per Unit (price, the "Tag-Along Price") for the Tag-Along Securities terms of payment and (iii) any other material terms and conditions of such sale, including the proposed transfer date buyer's offer. Within fifteen (which date will be within 60 business 15) days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each receipt of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Tag Along Notice, each Member shall notify (the "TAG ALONG ELECTION NOTICE") the Selling Member if it elects to participate in such transfer (the "TAG ALONG RIGHT") and shall state the number of its Units that such Member desires to sell. Each Member electing to participate in the Tag Along Right (a "TAG ALONG MEMBER") may elect to sell up to the aggregate such number of Units which are as is equal to the total number of Units held by such Tag-Tag Along Manager Member multiplied by a fraction, the numerator of which is shall be the aggregate number of Units proposed to be sold by the transferring Sponsor such Selling Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller Selling Member. Each Tag Along Member shall have the right and be obligated to (i) sell to the total proposed buyer, at the same price and on the same terms as the Selling Member, the number of Units held by all of such electing sellers)stated in its Tag Along Election Notice and (ii) enter into a purchase agreement substantially similar in form and substance to the purchase agreement the Selling Member executes. The transferring Sponsor Member(s), number of Units that the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall Selling Member may sell will be reduced by the number of Tag-Units sold b(a)aby the Tag Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsMembers.

Tag-Along Right. Prior to the effective date of an Initial Public Offering (a) Ifor such longer period as set forth in the second following paragraph), at if any time prior Transferring Securityholder wishes to a Qualified IPOTransfer any Shares or Warrants, either in one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% and any portion of the Sponsor Members' aggregate Initial Equity Stakes Transfer Shares are not purchased by the Series C and D Holders or the RSI Beneficial Holders, as the case may be, the Company or the Securityholder Offerees under Section 4.3 (other than any Transfer pursuant to Section 4.2, 4.7 or 4.8, or through a redemption or put of Preferred Stock or a sale in a registered offering or pursuant to Rule 144 under the Securities Act, or through the right of any Remaining Securityholder (as defined in the LLC Agreementbelow) to any Person sell Shares provided by this Section 4.5), then as a condition to such Transfer, the Transferring Securityholder shall permit (or cause to be permitted) all other Securityholders who did not seek to purchase the Transfer Shares pursuant to Section 4.3 (other than Securityholders who elected to purchase Transfer Shares and failed to close on the purchase thereof) or were unable to purchase the Transfer Shares as a result of the failure of the All or Nothing Condition to be satisfied (the "Remaining Securityholders") to sell, either to the prospective purchaser of the Transferring Securityholder's Shares or Warrants or to another financially reputable purchaser reasonably acceptable to such Remaining Securityholders, up to the same proportion of the Shares, Warrants and Options (if then vested) then owned by such Remaining Securityholder as the proportion that the number of Shares and Warrants the Transferring Securityholder proposes to Transfer pursuant to a Permitted Transferee (as defined this Section 4.5 in the LLC Agreement) contemplated sale on the date of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in below) bears to the LLC Agreement) total number of Shares and no other Sponsor Member(s) has elected Warrants held by the Transferring Securityholder on such date prior to purchase its pro rata share of such Units any Shares or Warrants sold pursuant to Section 2.04(a) 4.3, on equivalent terms and at an equivalent price and for the same type of consideration to that offered by the Sponsor Agreementthird-party offeror, taking into account any difference in the type of securities (i.e., the Company Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Common Stock) held (or acquirable) by the Transferring Securityholder and the Remaining Securityholders who desire to sell Shares, Warrants or Options. All numbers of Shares and Warrants and Options (only to the extent then vested) under this Section 4.5 shall first provide be determined on a fully converted and fully exercised basis. The Transferring Securityholder shall give written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) to the maximum number Remaining Securityholders of Units each proposed Transfer giving rise to be Transferred the rights referred to in this Section 4.5 (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along PriceRights") for immediately following the Tag-Along Securities end of the 15 Business Day period provided in Section 4.3(d) and (iii) any at least 20 days prior to the proposed consummation of such Transfer, setting forth the name of the prospective purchaser, the maximum number of Shares and Warrants proposed to be Transferred, the proposed amount and form of consideration and the other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals)transaction. Each of the Management Members that has been provided with the The Tag-Along Notice (each, a "Tag-Along Manager") shall have also provide that each of the right Remaining Securityholders may elect to sell to exercise such Tag-Along Purchaser, upon rights within 15 days following the terms set forth in giving of the Tag-Along Notice, up by delivery, on or before the expiration of such time period, of a written notice to the aggregate Transferring Securityholder indicating such Securityholder's desire to exercise its rights under this Section 4.5 and specifying the number of Units which Shares, Warrants or Options he, she or it desires to sell. No present or future Tag-Along Rights of a Securityholder shall be adversely affected by its failure to exercise such rights in the past. Notwithstanding anything to the contrary contained herein, a holder of Options shall only be entitled to exercise Tag-Along Rights with respect to such Options if the Tag-Along Notice relates to the sale or other disposition of a majority of the outstanding shares of voting capital stock of the Company (based on the Fully Diluted Capitalization excluding Option Shares and Warrant Shares) to a Person that is not a parent or Subsidiary of the Company. Notwithstanding anything to the contrary contained herein, the provisions of this Section 4.5 shall apply to any Transfer following an Initial Public Offering if, at the time of any such Transfer, the provisions of Rule 144 promulgated under the Securities Act are held by not generally applicable to sales of the Company's securities due to the failure of the condition set forth in Rule 144(c) to be satisfied. The Company shall use all reasonable efforts to inform the Securityholders if such condition has not been satisfied at any time following an Initial Public Offering; provided however, the Company shall have no liability to any Securityholder arising out of the failure of any Transferring Securityholder to comply with the provisions contained in this Section 4.5. The Transferring Securityholder's sale of Shares or Warrants in any sale proposed in a Tag-Along Notice shall be effected on substantially the terms and conditions set forth in such Tag-Along Manager multiplied by a fraction, Notice (except in the numerator case of non-monetary consideration which is unique to the aggregate third party as to which there shall be paid the reasonable equivalent thereof). The number of Units proposed Shares or Warrants to be sold by the transferring Sponsor Member as reflected in Transferring Securityholder shall be reduced by the Tag-Along Notice and the denominator of which is the total aggregate number of Units which are held by the transferring Sponsor Member. If the number of Units elected Shares, Warrants or Options to be sold by each of the Remaining Securityholders who have exercised Tag-Along Managers and Rights in connection with such Transfer. In no event shall any other individuals identified from time to time on Exhibit A to the LLC AgreementSecurityholder transferring Shares, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights Warrants or Options pursuant to this Section 2.04 shall effect the 4.5 receive any special consideration (including, without limitation, financial advisory, finders, consulting or other similar fees) in connection with any sale of the Tag-Along SecuritiesShares, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) Warrants or Options pursuant to this Section 2.04(a4.5, unless such consideration is shared among the Transferring Securityholder and the other Remaining Securityholders pro rata based on their respective Shares, Warrants or Options sold (on a fully exercised and converted basis); provided, however, this sentence shall not apply with respect to an arms-length negotiated engagement of The Shattan Group LLC or any of its Affiliates (any such Persons are hereinafter referred to as "Shattan") within 60 business days after to act as the expiration Company's financial advisor with respect to such sale of Shares, Warrants or Options. Furthermore, no Remaining Securityholder shall be required to provide any representations or warranties in connection with the Election Periodsale of Shares, subject Warrants or Options pursuant to extension for this Section 4.5, except representations as to the authority to transfer, and title to, such Shares, Warrants or Options and the absence of any required regulatory approvalsEncumbrances on the title of such Shares, Warrants or Options.

Tag-Along Right. (a) IfTo the extent that the right of first offer is not exercised by the Company or the Offerees as provided in Section 8.5 above as to all Offered Units (which shall not, at for the avoidance of doubt, include any time prior Units purchased pursuant to a Qualified IPOthe Redemption), one or more Sponsor Members propose each Major Holder (other than the Seller) (the “Tag-Along Members”) also shall be afforded the right to TransferTransfer to such Proposed Transferee simultaneously therewith, on the same general terms and conditions as the terms and conditions set forth in a single transaction or a series of related transactionsthe offer received by the Seller, a number of Units representing at least 30% of determined as provided in this Section 8.6 (the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "“Tag-Along Purchaser"Right”). If a Seller desires to Transfer Units, then, unless such transferring Sponsor Member(s) are entitled then in addition to give and do give a Drag-Along Sale Notice (as defined the information provided for in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units Offer pursuant to Section 2.04(a) of the Sponsor Agreement8.5 above, the Company Seller shall first provide written notice to each of state in the Management Members, which notice (Offer that the "Tag-Along Notice"Members may participate in such Transfer pursuant to this Section 8.6(a). Each Tag-Along Member wishing to participate in any Transfer under this Section 8.6(a) shall state: (i) notify the maximum number Seller in writing of such intention within the Offeree Offer Period. The Seller and each participating Tag-Along Member shall have the right to Transfer to the Proposed Transferee all or any part of the Units proposed to be Transferred (by them at not less than the "price and upon other terms and conditions, subject to Section 8.6(b), if any, not more favorable to the Proposed Transferee than those in the Offer; provided, however, that any purchase of less than all of such Units by the Proposed Transferee shall be made from the Seller and each participating Tag-Along Securities"); Member pro rata based upon the relative number of Units then directly or indirectly owned by the Seller (iiincluding through ownership of Blocker Equities) the purchase price per Unit (the "and each participating Tag-Along Price") for the Tag-Along Securities and (iii) Member. The Seller will not Transfer any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up Units to the aggregate number of Units which are held by Proposed Transferee if such Tag-Along Manager multiplied by a fraction, Proposed Transferee declines to allow the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale participation of the Tag-Along Securities, and Members in such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsTransfer.

Tag-Along Right. If any Gabelli Entity (a) Ifas defined below), at acting individually or together in any time prior combination with any other Gabelli Entity (collectively, the "Transferor"), proposes to a Qualified IPOsell, one contract to sell, or more Sponsor Members propose to Transferotherwise transfer or dispose of, directly or indirectly, in a single one transaction or a series of related transactions, (each, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes "Transfer") Voting Stock (as defined in below) of the LLC Agreement) Seller, which represents 20% or more of the total voting power of all the then outstanding shares of Voting Stock of Seller to any a Person (other than a Transfer to a Permitted Transferee Gabelli Entity (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company Transferor shall first provide written notice to each of the Management Members, which notice (the a "Tag-Along Transfer Notice") shall state: (i) to the maximum number Buyer no later than 30 days prior to the consummation of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) Transfer specifying all the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such salethe Transfer, including but not limited to the proposed transfer date (which date will type and number of shares of Voting Stock to be transferred, the nature and amount of the consideration to be paid by the Purchaser, the identity of the Purchaser and any conditions to the Transfer. If a change occurs in the nature or amount of consideration to be paid by the Purchaser or in any other material terms or conditions of the Transfer, the Transferor shall immediately deliver to the Buyer a new Transfer Notice. If the Buyer elects to sell Conversion Shares in connection with the Transfer by delivering written notice to the Transferor in writing within 60 business 10 days after the termination date on which the Buyer received the Transfer Notice, then the Transferor will not consummate the Transfer unless (i) it does so at a price at least as high and on other terms and conditions at least as favorable as those specified in the Transfer Notice and (ii) simultaneously with the consummation of the Election Period (defined below)Transfer the Purchaser also purchases from the Buyer, subject to extension for any required regulatory approvals). Each at the same price and on the other terms and conditions specified in the Transfer Notice, a percentage of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up number of Conversion Shares then beneficially owned by it equal to the aggregate percentage obtained by dividing (i) the number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator shares of which is the aggregate number of Units proposed to be Voting Stock being sold by the transferring Sponsor Member as reflected Transferor in the Tag-Along Notice and the denominator of which is Transfer by (ii) the total number of Units which are held by the transferring Sponsor Member. If the number shares of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held Voting Stock then beneficially owned by all of such electing sellers)the Gabelli Entities and multiplying that quotient by 100. The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant Gabelli shall cause any Gabelli Entity that is not a party to this Section 2.04 shall effect Agreement who becomes the sale record or beneficial owner of any Voting Stock of the Tag-Along SecuritiesSeller after the date of this Agreement (a "New Gabelli Stockholder") to comply with the requirements of this Section and to execute and delivery, on or prior to the date on which it acquires such record or beneficial ownership, a written undertaking to Buyer, in form and substance reasonably satisfactory to the Buyer, that such New Gabelli Stockholder will comply with the requirements of this Section 4.4 as if it was a Gabelli Stockholder, and thereafter such Tag-Along Manager(s) New Gabelli Stockholder shall sell the number of Tag-Along Securities required be deemed to be sold by such Tag-Along Manager(s) pursuant to a Gabelli Stockholder for all purposes of this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsSection.

Tag-Along Right. (a) If, at To the extent that any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series Preferred Holder has not exercised its right of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) first refusal with respect to any Person (other than a Transfer Offered Shares or its right of first offer with respect to a Permitted Transferee (as defined in the LLC Agreement) of any Offered Preferred Shares, then each such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) Preferred Holder (a "“Tag-Along Purchaser")Right Holder”) shall have the right, thenexercisable upon a written notice to the Selling Shareholder or the Selling Preferred Shareholder, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreementapplicable, the Company shall first provide written notice to and each of the Management Members, which notice other Preferred Holder (the "“Tag-Along Notice"”) shall state: within twenty (i20) days after receipt of the maximum number of Units proposed to be Transferred First Refusal Expiration Notice or the First Offer Expiration Notice, as applicable (the "“Tag-Along Securities"Right Period”); (ii) , to participate in such sale of the purchase price per Unit (Offered Shares or the "Tag-Along Price") for Offered Preferred Shares, as applicable, on the Tag-Along Securities and (iii) any other material same terms and conditions of such saleas set forth in the Transfer Notice or the Preferred Transfer Notice, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals)as applicable. Each of the Management Members that has been provided with the The Tag-Along Notice (each, given by a "participating Tag-Along Manager"Right Holder (a “Tag-Along Participant”) shall have set forth the right to sell to number of Ordinary Shares (on an as-converted basis) that such Tag-Along PurchaserParticipant wishes to include in such sale or transfer, upon which amount shall not exceed the terms set forth in product obtained by multiplying (x) the Tag-Along Notice, up to the aggregate number of Units which are Ordinary Shares issued or issuable upon conversion of Preferred Shares held by such Tag-Along Manager multiplied Right Holder at the time of the sale or transfer by (y) a fraction, the numerator of which is the aggregate number of Units proposed the Offered Shares or the Offered Preferred Shares subject to be sold by the transferring Sponsor Member as reflected in the Tagtag-Along Notice along right under this Section 4.3 and the denominator of which is the total number of Units which are held Ordinary Shares (on an as-converted basis) directly or indirectly owned at such time by the transferring Sponsor MemberSelling Shareholder or the Selling Preferred Shareholder, as applicable (the “Tag-Along Pro Rata Portion”). If In the event that the Selling Shareholder or its ultimate beneficial owner is the Officer, the Management and/or participant to the ESOP, the denominator of which shall be the total number of Units elected to be sold Ordinary Shares directly or indirectly owned by the Officer, Management and/or participant for the purpose of calculating the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to Pro Rata Portion. To the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale extent one or more of the Tag-Along SecuritiesRight Holders exercise such tag-along right in accordance with the terms and conditions set forth below and the prospective purchaser or transferee is not willing to purchase all of the Shares included in such exercise, the number of Shares that the prospective purchaser or transferee is willing to purchase shall be allocated among the Selling Shareholder or the Selling Preferred Shareholder, as applicable, and such each exercising Tag-Along Manager(s) shall sell Right Holder on a pro rata basis in accordance with the respective number of TagShares owned by each of them (calculated on an as-Along Securities required to be sold by converted basis) at the time of such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalssale or transfer.

Tag-Along Right. (a) If, at any time Beginning upon the date the Company executes this Subscription Agreement and ceasing immediately prior to a Qualified the IPO, one or more Sponsor Members if Xxxxxx F.X. Sillerman and/or his affiliates (the “Selling Stockholder”) propose to Transfersell or transfer, in a single transaction whether directly or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) indirectly (a "“Transfer”), any shares of Common Stock to an unaffiliated third party (the “Proposed Transferee”), Purchaser shall be permitted to participate in such Transfer (a “Tag-Along Purchaser"), then, unless such transferring Sponsor Member(salong Sale”) are entitled to give and do give a Drag-Along Sale Notice (as defined in on the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions set forth in this Section 8. Xxxxxx F.X. Sillerman shall acknowledge his agreement to comply with this Section 8 by executing the signature page hereof. The Selling Stockholder shall deliver to Purchaser a written notice of such sale, including the proposed transfer date Transfer (which date will be within 60 the “Tag Notice”) no more than five business days after the termination execution and delivery by all the parties thereto of the Election Period (defined below), subject definitive agreement entered into with respect to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (eachalong Sale and, a "in any event, no later than ten business days prior to the closing date of the Tag-Along Manager") along Sale. Purchaser shall be permitted to exercise its right to participate in the Tag-along Sale by delivering to the Selling Stockholder a written notice stating its election to do so and specifying the number of shares of Common Stock to be sold by it no later than five business days after receipt of the Tag Notice. Purchaser shall have the right to sell Transfer in a Transfer subject to such Tag-Along Purchaser, upon this Section 8 the terms set forth in the Tag-Along Notice, up number of shares of Common Stock equal to the aggregate product obtained by multiplying (x) the number of Units which are shares of Common Stock held by such Tag-Along Manager multiplied Purchaser by (y) a fraction, fraction (A) the numerator of which is equal to the aggregate number of Units shares of Common Stock the Selling Stockholder proposes to Transfer to the Proposed Transferee and (B) denominator of which is equal to the number of shares of Common Stock then owned by such Selling Stockholder. If the Selling Stockholder is unable to cause the proposed to be sold by the transferring Sponsor Member as reflected transferee in the Tag-Along Notice and along Sale to purchase all of the denominator shares of which is the total number of Units which are held Common Stock proposed to be Transferred by the transferring Sponsor Member. If Purchaser, then the number of Units elected shares of Common Stock that each such participating holder is entitled to Transfer shall be sold by the Tag-Along Managers and any other individuals identified from time to time scaled back pro rata based on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified shares of Common Stock held by such participating holder relative to the number of shares of Common Stock held by all participating holders in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers)along Sale. The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 Selling Stockholder shall effect the sale have a period of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business 180 days after the expiration of the Election Periodfive business day period following the receipt of the Tag Notice to Transfer all of the shares of Common Stock agreed to be Transferred to the transferee, subject on the same terms specified in the Tag Notice. In connection with any Tag-along Sale in which Purchaser participates, Purchaser shall only be required to extension make or provide representations, warranties, covenants, indemnities and agreements customary for any required regulatory approvalsa minority stockholder selling in a Tag-along Sale similar to that described herein.

Tag-Along Right. (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Class A Units representing at least 30% of the Sponsor Members' ’ aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "“Tag-Along Purchaser"”), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Class A Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "“Tag-Along Notice"”) shall state: (i) the maximum number of Class A Units proposed to be Transferred (the "“Tag-Along Securities"”); (ii) the purchase price per Unit (the "“Tag-Along Price"”) for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "“Tag-Along Manager"”) shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Class A Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Class A Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Class A Units which are held by the transferring Sponsor Member. If the number of Class A Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Class A Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Class A Units (based on the aggregate number of Class A Units held by such seller to the total number of Class A Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.

Tag-Along Right. (a) If, If at any time prior to a Qualified IPO, one Members owning seventy-five percent (75%) or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Participating Percentages (“Controlling Members' ”) shall desire to sell 50% or more of their aggregate Initial Equity Stakes (as defined membership interests in the LLC Agreement) Company to any Person third party (other than a Transfer Permitted Transferee), and the other Members do not elect to a Permitted Transferee (as defined in the LLC Agreement) of any purchase such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than interests pursuant to another Sponsor Member) Section 12.3, such Controlling Members shall give written notice thereof (a "“Tag-Along Purchaser"), then, unless such transferring Sponsor Member(sNotice”) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management other Members (“Minority Members”) specifying the Participating Percentage to be sold and the price and terms of such sale. Each Minority Member may elect to participate in any such transaction as an additional selling Member on identical terms and conditions (with the aggregate price to be paid to the Controlling Members and the Minority Members electing to participate in the transaction allocated among them in proportion to the amounts each such Member would receive upon a hypothetical distribution of the aggregate purchase price pursuant to Section 15.4(c) in complete liquidation of the Company), which by delivering a written notice thereof (a “Tag-Along Election Notice”) to the "Controlling Members within fifteen (15) days after such Minority Member’s receipt of such Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right thereby electing to sell to in such Tag-Along Purchaser, upon transaction any portion of its interest in the terms set forth Company specified in the Tag-Along Notice, up Election Notice which is less than or equal to the product of (i) the aggregate number of Units Participating Percentage which are held by the Controlling Members propose to transfer in such Tag-Along Manager transaction, multiplied by (ii) a fraction, the numerator of which is the aggregate number of Units proposed to be sold Participating Percentage owned by the transferring Sponsor Member as reflected in the Tag-Along Notice such Minority Member, and the denominator of which is the total number of Units which are held aggregate Participating Percentage owned by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers Controlling Members and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor all Minority Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled transaction. If Minority Members elect to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights interests pursuant to this Section 2.04 shall effect Article 13, the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required aggregate Participating Percentage to be sold or transferred to such third party by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of Controlling Members and the Election Period, subject to extension for any required regulatory approvalsMinority Members shall remain constant.

Tag-Along Right. (a) If, at In the event that Wellspring or any time prior of its Affiliates desires to sell any of its Shares to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series Person that is not an Affiliate of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) Wellspring (a "Third Party Purchaser") then Wellspring shall deliver an offer (a "Tag- Along Offer") to each Non-Wellspring Party (each an "Offeree Shareholder") to participate pro rata (based on the number of Shares beneficially owned) in such sale by including a portion of such Offeree Shareholder's Shares in the sale, at the proposed purchase price per share (the "Offer Price") and otherwise upon the same terms and conditions of such sale. The Tag-Along Purchaser"), then, unless such transferring Sponsor Member(sOffer shall (1) are entitled to give and do give state that it is a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units being made pursuant to Section 2.04(a3 of this Agreement, and (2) set out in reasonable detail information regarding the identity and financial strength (to the extent that such information has been made available to Wellspring by the Third Party Purchaser, it being understood that Wellspring shall not be under any duty to verify such information) of the Sponsor Agreement, Third Party Purchaser and the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities Offer Price and (iii) any other material terms and conditions to the contemplated sale. Upon delivery of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice Offer pursuant to this Section 3, the offer made therein to the Offeree Shareholders shall be irrevocable unless and until the rights provided for therein shall have been waived or shall have expired in accordance with this Agreement. The right of each Offeree Shareholder to sell its pro rata portion of the Offered Shares under this Section 3 (each, a the "Tag-Tag Along ManagerRight") shall have be exercisable by delivering written notice thereof, within seven (7) days after the right to sell to giving of such Tag-Along PurchaserOffer (the "Notice Period"), upon to Wellspring, with a copy to the Company. The failure of any Offeree Shareholder to deliver such written notice within the Notice Period shall be regarded as a rejection of the offer to participate in such sale as contemplated by the Tag-Along Offer. To the extent that such Offeree Shareholder exercises its Tag Along Right pursuant to this Section 3, the number of Shares proposed to be sold to the Third Party Purchaser by Wellspring shall be reduced proportionately. Each Offeree Shareholder, by exercising its Tag-Along Right hereunder, shall be agreeing to (A) take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by Wellspring and (B) appoint Wellspring as its attorney-in-fact to do the same on its behalf. Wellspring shall be free to consummate the sale contemplated by the Tag Along Offer at any time within 90 days following the end of the Notice Period on substantially the same terms and conditions as set forth in the Tag-Along NoticeOffer; it being understood that any substantive change to such terms and conditions, up or consummation of the transaction more than 90 days following the end of the Notice Period, shall require Wellspring to recommence the process contemplated by this Section 3. Notwithstanding the acceptance of the Tag Along Offer by any Offeree Stockholder, Wellspring shall be free at any time prior to the aggregate number closing of Units which are held by the proposed sale to the Third Party Purchaser to abandon or terminate such transaction, and in such event Wellspring shall have no liability to any Offeree Stockholder. Each Party hereby agrees that any liabilities of the Offeree Shareholders exercising their Tag-Along Manager multiplied Rights hereunder to the Third Party Purchaser in a transaction, other than a Shareholder's Personal Liabilities (as defined in Section 4 hereof), shall be shared by a fraction, Wellspring and the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Offeree Shareholders exercising their Tag-Along Notice and Rights ratably, based on the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected consideration to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold received by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect Party from the sale of the Tag-Along Securitiesits Shares in such transaction, and such Tag-Along Manager(s) shall sell each Party agrees to contribute to the number of Tag-Along Securities other Parties to the extent required to cause any such liabilities to be sold by shared in such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsproportion.

Tag-Along Right. 5.6.1. Without derogating from the provisions of Section 5.5 above, if (ai) Ifa Shareholder wishes to sell or Transfer Shares, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transferoutside of the framework of the continuous trading on the Stock Exchange, in a single transaction one or a series of related transactions, a number of Units representing at least 30constituting the lower of: (a) 10% of the Sponsor Members' aggregate Initial Equity Stakes Company's issued and outstanding share capital; or (as defined b) 50% of his/its holdings in the LLC AgreementCompany, and (ii) the Offerees do not deliver an Acceptance Notice to any Person the Selling Party within the Relevant Period to exercise the Right of First Offer under Section 5.5 above, and (other than iii) if the Selling Party wishes to sell or Transfer Shares to a Transfer to person which is not a Permitted Transferee of such Selling Party, then the Selling Party shall send a written notification to the Offerees, at least seven (as defined in 7) Business Days prior to the LLC Agreement) closing of any transaction during the Transfer Period with respect to such Sponsor Member and other than a Transfer in accordance with Shares, which shall identify the Registration Rights Agreement and other than to another Sponsor Member) proposed purchaser (a "Tag-Along the “Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement”) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) the terms of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice sale (the "“Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals”). Each of the Management Members that has been provided with Offeree receiving the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such notify the Selling Party, in writing (the “Participation Notice”), within three (3) Business Days after he/it had received the Tag Along Notice (the “Tag-Along PurchaserPeriod”), upon the terms set forth that he/it wishes to participate in the Tag-Along NoticeSelling Party’s sale of the Transfer Shares, and to sell to the Purchaser up to the aggregate that number of Units which are held Shares owned by such Tag-Along Manager multiplied him/it determined by multiplying the total number of Transfer Shares by a fraction, fraction the numerator of which is the aggregate number of Units proposed to be sold Shares owned by the transferring Sponsor Member as reflected in the Tag-Along Notice relevant Offeree and the denominator of which is the total number of Units Shares owned by him/it, the Selling Party and the other Offerees which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A delivered a Participation Notice to the LLC Agreement, Selling Party within the transferring Sponsor Member and any other Sponsor Members electing to participate in such Tag- Along Period. The sale is greater than shall be effected under the number of Tag-Along Securities specified same terms set out in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.

Tag-Along Right. (a) IfExcept for Exempt Transfers and without limiting anything contained in Article III, if at any time prior and from time to a Qualified IPOtime EIM and/or any Affiliated Stockholder (collectively, one or more Sponsor Members propose the "Selling Stockholder") proposes to Transfertransfer, in a single any transaction or a series of related transactions, a number of Units representing at least 30% shares of Company Common Stock and/or rights to acquire (pursuant to conversion, exchange or other exercise) a number of shares of Company Common Stock (collectively, the "Offered Shares") equal to no less than five percent (5%) of the Sponsor Members' aggregate Initial Equity Stakes shares then collectively owned (whether beneficially or of record) by such Selling Stockholder and its Affiliates (counting the Offered Shares issuable upon the exercise of any right to acquire same as defined in the LLC Agreementoutstanding for purposes of this Article IV) to any Person (other than a Transfer pursuant to a Permitted Transferee bona fide, arm's-length offer from a bona fide third party (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along PurchaserProposed Transferee"), then, unless such transferring Sponsor Member(s) are entitled to give and do give the Selling Stockholder shall submit a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the an "Tag-Along NoticeOffer") to Buyer and its Affiliates who own (whether beneficially or of record) any shares of Company Common Stock ("Buyer Affiliates"). The Offer shall state: disclose (i) the maximum number identity of Units proposed to be Transferred (the "Tag-Along Securities"); Selling Stockholder and the Proposed Transferee, (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and total number of Offered Shares proposed to be transferred, (iii) any other material the total number of shares of Company Common Stock owned by such Selling Stockholder, (iv) the terms and conditions of such salethe proposed transfer of the Offered Shares to the Proposed Transferee, including the proposed transfer date price per share to be paid, (which date will be within 60 business days after v) the termination terms and conditions of payment offered by the Proposed Transferee and, in the case of consideration in whole or in part other than cash, the fair market value thereof as determined promptly and in good faith by the Selling Stockholder as of the Election Period (defined below), subject to extension for any required regulatory approvals). Each date of the Management Members Offer, (vi) the address of the Selling Stockholder, (vii) that the Proposed Transferee has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale informed of the Tag-Along SecuritiesRight provided for in this Article IV, and such Tag-Along Manager(s(viii) shall sell any other material facts relating to the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration proposed sale of the Election Period, subject Offered Shares to extension for any required regulatory approvalsthe Proposed Transferee.

Tag-Along Right. The Company shall ensure that if at any time either Xxxxxx Xxxxxx or Xxxx Xxxxx (each a “Founder”) enters into an agreement to sell all or any portion of such Founder’s Common Stock to any person or entity other than a transfer made without consideration for bona fide estate planning purposes, Methodist shall have the right to transfer to the proposed transferee a number of the Shares equal to (a) Ifthe number of shares of Common Stock proposed to be transferred by such Founder multiplied by (b) the percentage of issued and outstanding Common Stock of the Company then owned by Methodist, at any time prior the same price per share and on the same terms and conditions as are applicable to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes proposed transfer by the Founder (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "“Tag-Along Purchaser"Right”). Prior to any sale of a Founder’s Common Stock subject to these provisions, then, unless such transferring Sponsor Member(s) are entitled to give the Founder shall notify Methodist and do give a Drag-Along Sale Notice the Company in writing (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a“Seller’s Notice”) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Membersproposed sale, which notice (the "Tag-Along Notice") shall stateset forth: (i) the maximum number of Units shares of Common Stock proposed to be Transferred (the "Tag-Along Securities"); transferred by such Founder, (ii) the purchase price per Unit (name and address of the "Tag-Along Price") for the Tag-Along Securities proposed transferee, and (iii) any other material the proposed consideration and terms and conditions of payment offered by such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals)transferee. Each of the Management Members that has been provided with the Methodist may exercise its Tag-Along Notice Right by delivering a written notice (each, a "Tag-Along Manager"the “Tag‐Along Notice”) shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number Founder within fifteen (15) days of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is date the aggregate number of Units proposed Founder delivered or caused to be sold by delivered the transferring Sponsor Member as reflected in the Tag-Along Seller’s Notice. The Tag‐Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If shall state the number of Units elected shares of Common Stock that Methodist proposes to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified include in the Tag-Along proposed sale. If Methodist delivers a Tag‐Along Notice, the number of Units being sold by each such seller Methodist shall be reduced such that the applicable seller shall be entitled obligated to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tagshares of Common Stock specified in the Tag‐Along Notice upon the same terms and conditions as those under which the Founder is selling its shares of Common Stock, conditioned upon and contemporaneously with, the Founder’s sale of its shares of Common Stock in the proposed transfer. If any proposed sale by a Founder is not consummated within forty-Along Securities required five (45) days after receipt of the Seller’s Notice by Methodist, the Founder proposing the sale may not sell any Company securities unless he first complies in full with each provision of this Section 8. The exercise or election not to be sold exercise any right by such Tag-Along Manager(s) pursuant Methodist hereunder shall not adversely affect its right to participate in any other sales of Company securities subject to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals8.

Tag-Along Right. Subject to the conditions contained in Section 5 above, the Founders or Other Shareholders (a“Selling Shareholder”) Ifshall Transfer any of their Shares (“Sale Shares”), at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in Third Party only after first providing a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag“Sale Notice”) to KAS(“Tag Right Holder”), in the Company, except in case of Transfer to Affiliates or inter-Along Notice") se transfer between the Founders. The Sale Notice shall state: set forth in detail, the terms of the proposed sale, including the (i) name of the maximum number of Units Person(s) to whom the sale is proposed to be Transferred made (the "Tag-Along Securities"“Purchaser”); , (ii) the purchase proposed sale price per Unit Share (the "Tag-Along “Sale Price") for the Tag-Along Securities and ”), (iii) any other material terms and conditions the date of such sale, including the proposed transfer date sale (which shall not be less than 30 (Thirty) days from the date will be within 60 business days after the termination of receipt of the Election Period Sale Notice) and (defined below), subject iv) number of Sale Shares in the Company that are proposed to extension for any required regulatory approvals)be sold. Each Upon receipt of the Management Members that has been provided with Sale Notice and in case of a sale to a Purchaser, the Tag-Along Notice (eachTag Right Holder, a "Tag-Along Manager") shall have the right to sell Transfer any or all of its respective Shares, prior to such Tag-Along Purchaserthe Selling Shareholder, upon on the terms and conditions as set forth out in the Tag-Along Notice, up Sale Notice and subject to any other terms and conditions that the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed Sale Shares may be subject to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor MemberPurchaser. If the number Purchaser wishes to purchase additional Shares, then the Selling Shareholder may offer his/its Shares, pro-rata, to the Purchaser. If the Tag Right Holder chooses to exercise the Tag Along Right, then it shall serve upon the Selling Shareholder a written notice in that regard within 10 (Ten) days of Units elected to be sold receipt of the Sale Notice by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A Tag Right Holder. The Parties agree that if completion of the sale under Clause 6.1 to the LLC Agreement, proposed Purchaser does not take place within the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than period of 90 (Ninety) days from the number date of Tag-Along Securities specified in the Tag-Along Sale Notice, the number of Units being sold by each such seller Selling Shareholder’s right to Transfer above shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale lapse and the Tag-Along Manager(s) exercising their rights pursuant to provisions of this Section 2.04 Clause 6 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsonce again apply.

Tag-Along Right. If no non-Selling Member successfully exercises its Right of First Refusal, each non-Selling Member (aif it owns fifty percent (50%) Ifor less of the Company’s Membership Units) may instead send the Selling Member, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series no later than thirty (30) days following the receipt of related transactionsthe Sale Notice, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes written notice expressing its intention to exercise its Tag Along Right (as defined in the LLC Agreement) to any Person (other than each, a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member “Tag Along Notice” and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreementcollectively, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-“Tag Along Notice") shall state: (i) Notices”). Each Member’s Tag Along Notice must indicate the maximum number of Membership Units proposed such Member is willing to be Transferred sell to the Third Party for the consideration stated in the Sale Notice. If the Third Party is unwilling to purchase any number of Membership Units greater than the Selling Member’s Membership Units, then each Member that exercised its Tag Along Right will have a right to sell a number of Membership Units equal to (the "Tag-Along Securities"); (iiA) the total number of Membership Units offered for sale by the Selling Member multiplied by (B) such Member’s Percentage Interest. If the Third Party is willing to purchase price per Unit a number of Membership Units greater than the Selling Member’s Membership Units, but less than all of the Membership Units offered for sale in the Tag Along Notices, then each Member that exercised its Tag Along Right will have a right to sell a number of Membership Units equal to (Y) the "Tagtotal number of Membership Units the Third Party is willing to purchase multiplied by (Z) such Member’s Percentage Interest. In any case where a non-Selling Member successfully exercises its Tag Along Price"Right as set forth in this Section 10.02(c)(iv), the number of Membership Units of each Member that successfully exercised its Tag Along Right will replace an equal number of the Membership Units offered for sale by the Selling Member, and such Member shall be obligated to sell those Membership Units required under the terms of this Section 10.02(c)(iv) for within sixty (60) days following receipt the Tag-Along Securities and (iii) any other material receipt of the Sale Notice, pursuant to the terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Sale Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.

Tag-Along Right. (a) IfIn the event that the rights of first offer set forth in Section 4.1 are not exercised, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice other Stockholders (the "TagTAG-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along ManagerALONG STOCKHOLDERS") shall have the right (the "TAG-ALONG RIGHT") to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, include up to the aggregate following number of Units its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which are held is the number of Shares owned by such Tag-Along Manager multiplied by a fraction, Stockholder and the numerator denominator of which is the aggregate number of Units proposed to be sold Shares owned by the transferring Sponsor Member as reflected in the such Selling Stockholder and by all Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Stockholders exercising their Tag-Along Managers and any other individuals identified Rights hereunder. Any Shares purchased from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights Stockholders pursuant to this Section 2.04 4.2 shall effect be at the sale same price per Share and upon the same terms and conditions as such Proposed Sale. The Selling Stockholder shall, not less than 30 days prior to each Proposed Sale, notify, or cause to be notified, each Stockholder in writing of each such Proposed Sale. Such notice shall set forth: (A) the name of the Selling Stockholder and the number of Shares proposed to be sold, (B) the name and address of the proposed purchaser, (C) the proposed per share purchase price (which must be payable in cash) and the terms and conditions of payment offered by such proposed purchaser, and (D) that the proposed purchaser has been informed of the Tag-Along Securities, Right provided for in this Section 4.2 and such has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Manager(sRight may be exercised by any Stockholder by delivery of a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 15 business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall sell state the number of Shares that such Stockholder proposes to include in such transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Securities required Right, if applicable to be sold by such transfer, has been complied with. Notwithstanding the foregoing, (i) only GEI is entitled to exercise Tag-Along Manager(sRights with respect to the first 335,000 Shares transferred by the DLJ Investors and (ii) pursuant only the DLJ Investors are entitled to this Section 2.04(a) within 60 business days after exercise Tag-Along Rights with respect to the expiration of the Election Period, subject to extension for any required regulatory approvalsfirst 150,000 Shares transferred by GEI.

Tag-Along Right. (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' ’ aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "“Tag-Along Purchaser"”), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "“Tag-Along Notice"”) shall state: (i) the maximum number of Units proposed to be Transferred (the "“Tag-Along Securities"”); (ii) the purchase price per Unit (the "“Tag-Along Price"”) for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "“Tag-Along Manager"”) shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.

Tag-Along Right. (a) IfIn the event that, at following compliance with the provisions of Section 5.1 and 5.2, any time prior Offeror proposes to a Qualified IPO, one or more Sponsor Members propose to Transfersell, in a single transaction or a series of related transactions, to the Company and/or an Offeree (collectively, a number of Units "Purchaser") Offered Shares representing at least 30% ten percent (10%) or more of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member Shares then issued and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) outstanding (a "Tag-Tag Along PurchaserSale"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Offeror shall provide notice of such Tag Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice other Shareholders (the a "Tag-Tag Along Notice") shall state: no later than ten (i10) Business Days prior to the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions closing date of such saleTag Along Sale, including the proposed transfer date (which date will be within 60 business days after the termination and each of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") such other Shareholders shall have the right (a "Tag Along Right") to sell require the Offeror to such Tag-Along Purchaser, upon reduce the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed Offered Shares to be sold by the transferring Sponsor Member Offeror to the Purchaser and instead have the Purchaser purchase from each Shareholder electing to exercise a Tag Along Right ("Electing Shareholder"), upon the same terms and conditions as reflected in are applicable to the Tag-Along Notice and the denominator Offeror, that number of which is Offered Shares derived by multiplying (x) the total number of Units which are held Offered Shares by (y) the transferring Sponsor MemberElecting Shareholder's "fractional interest"; provided that such Electing Shareholder shall in no event be required to sell more than, and may limit such Electing Shareholder's exercise of its Tag Along Right to, the Electing Shareholder's "pro rata share" of the Common Stock. If For purposes of this Section 5.3, with respect to any Electing Shareholder, the number of Units elected to be sold by term "fractional interest" means the Tag-Along Managers and any other individuals identified from time to time on Exhibit A result, rounded up to the LLC Agreementnearest whole number, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold obtained by each such seller shall be reduced such that the applicable seller shall be entitled to dividing (and obligated toa) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held Shares owned by such Electing Shareholder by (b) the sum of the total number of Shares owned by all Electing Shareholders and the Offeror, and the term "pro rata share" means the result rounded down to the nearest whole number, obtained by dividing (c) the total number of Shares owned by such Electing Shareholder by (d) the total number of issued and outstanding shares of the Company. Each Electing Shareholder shall give written notice of such electing sellers)Electing Shareholder's election to the Offeror no later than five (5) calendar days after such Electing Shareholder's receipt of a Tag Along Notice. The transferring Sponsor Member(s), provisions of this Section 5.3 shall not apply to purchases of Shares by the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights Company pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals5.5 or 5.6.

Tag-Along Right. (a) If, at If any time prior Disposing Member desires to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction Transfer all or a series of related transactions, a number of Units representing at least 30% portion of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) Member’s Units to any Person (other than the “Offered Units”), such Transfer (a Transfer to “Proposed Transfer”) shall not constitute a Permitted Transferee Transfer unless such Member shall afford the Priority Members the tag-along rights set forth in this Section 11.9 (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "“Tag-Along Purchaser"Rights”), then, unless such transferring Sponsor Member(s. (b) are entitled Any Disposition Notice delivered to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units Priority Member pursuant to Section 2.04(a11.4(b) shall also serve as notice of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "such Priority Member’s Tag-Along Notice"Rights under this Section 11.9. (c) Each Priority Member that is not the Disposing Member (a “Remaining Member”) shall state: have forty-five (i45) days after receipt of the Disposition Notice to deliver to the Disposing Member a demand (a “Tag-Along Demand”) invoking the provisions of this Section 11.9. The Tag-Along Demand shall indicate the maximum number of Units proposed that each Remaining Member wishes to be Transferred sell (including the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions number of such Units he or she or it would sell if one or more Remaining Members do not elect to participate in the sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager"d) The Disposing Member and each Remaining Member shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up a portion of his or her or its Units pursuant to the aggregate Proposed Transfer which is equal to or less than the product obtained by multiplying (i) the total number of Offered Units which are held by such Tag-Along Manager multiplied by (ii) a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated tox) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), Disposing Member or Remaining Member on the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale date of the Tag-Along Securities, Demand and such the denominator of which is (y) the total number of Units then held by the Disposing Member and by the Remaining Members on the date of the Tag-Along Manager(s) shall sell Demand. To the number of extent one or more Remaining Members elect not to exercise their Tag-Along Securities required Rights or the transferee agrees to be sold by such purchase a number of Units greater than the Offered Units, then the rights of the Disposing Member and the rest of the Remaining Members (who exercise their Tag-Along Manager(sRights) to sell Units shall be increased proportionately based on their relative holdings by the full amount of (A) Units which the non-electing Remaining Members were entitled to sell pursuant to this Section 2.04(a11.9(d); and/or (B) within 60 business the additional number of Units that the transferee is willing to purchase, if any. (e) Within five (5) days after of receiving a notice from the expiration Company or, as applicable, the Non-Disposing Members as set forth in Section 11.4(e), the Disposing Member shall notify each Remaining Member in writing (i) whether the Company or, as applicable, any Non-Disposing Member, has elected to purchase none, some or all of the Election PeriodOffered Units in accordance with Section 11.4(c) or Section 11.4(d) and (ii) if the Company or any Non-Disposing Member has elected to purchase some or all of the Offered Units, the number of Units held by such Remaining Member that may be included in the sale, subject to extension the revocation rights set forth below in this Section 11.4(e). If the Company and the Non-Disposing Members have elected to purchase none or some but not all of the Offered Units, then, only if a Remaining Member elects to exercise his or her or its rights to purchase his or her or its allocated portion of the remaining Offered Units in accordance with Sections 11.4(d) and (e), then such Remaining Member may, concurrently with delivering the required notice of such election pursuant to 48 Section 11.4(e), deliver written notice to the Disposing Member, the other Remaining Members and the Company that such Remaining Member has revoked his or her or its prior election to exercise his or her or its Tag-Along Rights pursuant to this Section 11.9. By the ninetieth (90th) day of the Notice Period, the Disposing Member shall notify each Remaining Member in writing if there has been any change in the number of Units that will be included in the sale and the date on which the Proposed Sale with the purchasing party(ies) (whether a third party, the Company, or the Remaining Members) is anticipated to be consummated in accordance with the provisions of Section 11.4. (f) Notwithstanding the provisions of Sections 11.9(d) and (e), if the Disposing Member is a Class A Member and the Proposed Transfer would result in a third party purchaser acquiring control over more than fifty percent (50%) of all outstanding Class A Units and otherwise result in a Change of Control, after taking into account the sale of Units by the Members pursuant to the provisions of this Section 11.9, then the third party purchaser shall purchase a proportionate amount of the Units (in the same percentage of the number of Class A Units that the Class A Member is proposing to transfer as compared to the overall number of Class A Units held by the Class A Member) requested to be purchased by any Remaining Member pursuant to a Tag-Along Demand. (g) The delivery of a Tag-Along Demand by a Remaining Member, subject to the revocation rights set forth in Section 11.9(e), shall constitute an irrevocable and binding obligation of such Remaining Member to sell the specified number of Units in such Remaining Member’s Tag-Along Demand, as such number may be adjusted as set froth in Section 11.9(e), to the third party on the same terms and conditions, taking into account Section 11.9(j), as set forth in the Disposition Notice (subject to such terms being accurately reflected in the Disposition Notice) and on such other applicable terms and conditions as are set forth in this Section 11.9. (h) The Disposing Member shall not complete the sale of his or her or its Units to the third party unless he or she or it has fully complied with its obligations set forth in Section 11.4 and this Section 11.9 and the third party purchaser (and any other purchasing parties pursuant to Section 11.4 and this Section 11.9) has completed the purchase of all Units in respect of which each applicable Tag-Along Demand has been delivered within the prescribed time. (i) The completion of the sale to the third party purchaser of the Units of each Remaining Member that provides a Tag-Along Demand within the prescribed time shall take place no later than concurrently with the sale of the Disposing Member(s)’ Units to the third party. (j) At or before the time of completion of the sale of his or her or its Units, each Remaining Member that provided a Tag-Along Demand within the prescribed time shall (i) cause to be discharged any and all encumbrances of, and security interests in, its Units and provide written evidence of such discharges, and (ii) execute and deliver to the purchasing party(ies), against payment for any required regulatory approvals.such Units, all certificates or other documents representing such Units, duly endorsed for transfer or with duly executed assignment forms attached. 49 (k) Notwithstanding that a sale pursuant to this Section 11.9 may provide for, or result in, different per Unit consideration for different classes or series of Units, such sale shall be deemed to be for the same terms and conditions regarding consideration if the proceeds of such sale are allocated in the manner that would result if such consideration were distributed to the Members as if the Company were hypothetically liquidated pursuant to the rights and preferences set forth in Section 12.2 (taking into account Section 12.3) as in effect immediately prior to such sale as long as the nature of that consideration (e.g., cash, promissory notes, or other property) is received among the various classes or series of Units in the same proportionate amounts received by the Disposing Member. 11.10

Tag-Along Right. (a) IfIn connection with any Proposed Transfer, at any time prior to other than --------------- a Permitted Transfer or a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes Transfer (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"Section 3.6 below), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management MembersRemaining Stockholders shall, which notice (in addition to the option specified in Section 3.3 above, have a "Tagtag-Along Notice") shall state: (i) along" right to require the maximum Final Purchaser to purchase from the Remaining Stockholder a number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up whole Shares equal to the aggregate number derived by multiplying the total number of Units which are held by such Tag-Along Manager multiplied Proposed Shares by a fraction, the numerator of which is the aggregate total number of Units proposed to be sold Shares held by the transferring Sponsor Member as reflected in the Tag-Along Notice Remaining Stockholder and the denominator of which is the total number of Units which are Shares held by all Remaining Stockholders; provided, however, that (i) the transferring Sponsor Member. If tag-along right -------- ------- specified in this Section 3.4 shall terminate in connection with the number Proposed Transfer if one or more Stockholders have exercised their option to purchase from the Proposed Seller all of Units elected the Proposed Shares pursuant to Section 3.3 above and (ii) the tag-along right specified in this Section 3.4 for holders of Warrants shall only be sold exercisable with respect to Warrants converted to Preferred Stock or Common Stock, as applicable, by the Tagholders thereof prior to exercising such right. Any Shares purchased from a Remaining Stockholder pursuant to this Section 3.4 shall be paid for in cash, at the same price per Share and upon the same terms and conditions as set forth in the Transfer Notice, subject to Section 3.5 below. The tag-Along Managers and along right may be exercised, in lieu of exercise of the option set forth in Section 3.3 above, by any other individuals identified from time to time on Exhibit A Remaining Stockholder by delivery of a written notice of such exercise to the LLC Agreement, Proposed Seller (the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the "Tag-Along Notice, ") within 30 days following the Remaining Stockholder's receipt of the Transfer Notice. The Tag-Along Notice shall state the number of Units being sold by each Shares that such seller shall be reduced such Remaining Stockholder proposes to sell to the Final Purchaser, as determined above (the "Exercise Shares"). Provided that the applicable seller Final Purchaser purchases, on the same terms and conditions as set forth in the Transfer Notice, all Exercise Shares from Remaining Stockholders who timely deliver Tag-Along Notices, the Proposed Seller shall be entitled have the right, for the 90-day period set forth in Section 3.3(a) or 3.3(b), as applicable, to (transfer to the Final Purchaser, on terms and obligated to) sell only their pro rata share conditions no more favorable than those set forth in the Transfer Notice, up to a number of Units (based on Shares equal to the number of Proposed Shares less the aggregate number of Units Exercise Shares; provided, however, -------- ------- that as a condition to the transfer of the Shares to the Final Purchaser, such purchaser shall agree in writing to be bound by this Agreement in accordance with the terms of Section 8.2 hereof. Any Shares that continue to be held by such seller the Proposed Seller after any transfer of Shares to the total number Final Purchaser shall again be subject to the restriction on transfer contained in Section 3.1 hereof. For purposes of Units held by all any calculation of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to Shares outstanding under this Section 2.04(a3.4, and with respect to any numerator or denominator provided herein, the conversion, exercise or exchange of all outstanding securities (regardless of whether such securities are then convertible, exercisable or exchangeable) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsshall be assumed.

Tag-Along Right. In addition to the rights granted under Section 8 above, in the event that Wallxx-Xxxxxx xxx other Stockholders (aincluding Wallxx-Xxxxxx) IfXxneficially Owning more than fifty percent (50%) of the Common Stock subject to this Agreement (each a "Selling Stockholder"), at desire to transfer, sell, convey, exchange or otherwise dispose of ("Transfer") any time prior Shares pursuant to a Qualified IPObona fide offer from a third party (the "Buyer"), one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of then such Selling Stockholders shall notify the Sponsor Members' aggregate Initial Equity Stakes Stockholders who are not Selling Stockholders (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along PurchaserStockholders"), thenin writing, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice offer and its terms and conditions (the "Transfer Notice"). Upon receipt of such Transfer Notice, each Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") Stockholder shall have the right to sell to such Tag-Along Purchaserthe Buyer, upon on the same terms set forth in and conditions as the Tag-Along NoticeSelling Stockholders, up that number of Shares of the Company's capital stock subject to this Agreement equal to the aggregate number of Units which are held product attained by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If multiplying (a) the number of Units elected to be sold Shares held by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A Stockholder times (b) the quotient derived by dividing (i) the number of Shares which otherwise would have been sold by the Selling Stockholders to the LLC Agreement, Buyer by (ii) the transferring Sponsor Member total number of Shares held by such Selling Stockholders and any other Sponsor Members electing the number of Shares held by the Tag-Along Stockholders who have elected to participate in such sale is greater than Transfer (assuming, in the number case of sales of Common Stock of the Company, full conversion of all shares of preferred stock of the Company held by the Selling Stockholders and each Tag-Along Securities specified in the Stockholder exercising its rights under this Section 11). If more than one Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled Stockholder elects to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights Shares pursuant to this Section 2.04 shall effect 11, they may do so pro rata based on the sale number of the Shares held by each of them or in such other proportions as they may agree. The Tag-Along Securities, and such Tag-Along Manager(s) shall Stockholders' right to sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) 11 can be exercised by delivery of written notice to the Selling Stockholders within 60 10 business days after the expiration following delivery of the Election Period, subject Transfer Notice. Any Tag-Along Stockholder who fails to extension for any required regulatory approvalsnotify the Selling Stockholders within such 10 business days shall be deemed to have waived its rights under this Section 11.

Tag-Along Right. For purposes of this Agreement, a --------------- "Covered Transaction" shall mean any sale or contract or series of sales or ------------------- contracts to sell Common Stock of the Company beneficially owned by Xxxxxx (as that term is defined in Rule 13d-1 of the Exchange Act) (a) If, at any time prior entered into or consummated by Xxxxxx or an Affiliate or immediate family member of Xxxxxx on or after the Conversion Date and in which the counterparty is a person other than (i) an Affiliate of Xxxxxx that assumes all of the obligations of Xxxxxx hereunder with respect to such shares of Common Stock or (ii) a transferee pursuant to a Qualified IPO, one transaction entered into by Xxxxxx solely in good faith for estate planning purposes (the sole beneficiary of such transferee being Xxxxxx or more Sponsor Members propose to Transfer, in a single transaction or a series an immediate family member of related transactions, a number of Units representing at least 30% Xxxxxx) that assumes all of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) obligations of Xxxxxx hereunder with respect to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) such shares of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) Common Stock (a "proposed purchaser") ------------------ and (b) resulting in or contemplating proceeds (whether in cash, securities or other property) the fair market value of which is at least $15.0 million. With respect to any Covered Transaction, each Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in Investor shall each have the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice right (the "Tag-Along NoticeRight") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including require the proposed transfer date (which date will be within 60 business days after the termination purchaser to purchase --------------- all or any portion of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon Investor's Pro Rata Allocation (as defined below) of the terms set forth in shares Common Stock proposed to be transferred simultaneously with consummating the proposed transfer. A Tag-Along Notice, up to Investor's "Pro Rata Allocation" ------------------- of the aggregate number of Units Shares proposed to be transferred in any proposed transfer shall equal the total number of shares of Common Stock proposed to be transferred by Xxxxxx multiplied by a fraction the numerator of which are is the total number of Shares held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice Investor and the denominator of which is the total number of Units which are shares of Common Stock held by Xxxxxx and the transferring Sponsor MemberTag- Along Investors. If the number of Units elected to be sold by the Any Shares purchased from Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights Investors pursuant to this Section 2.04 1 shall effect be purchased at the sale same price per Share and upon the same terms and conditions as such proposed transfer by Xxxxxx, it being agreed, however, that such terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the Shares being sold and authority to sell such Shares and indemnities related thereto ("Title ----- Representations"). Xxxxxx shall, not less than 30 nor more than 60 business days --------------- prior to each proposed transfer, notify, or cause to be notified, each Tag-Along Investor in writing of each such proposed transfer. Such notice (the "Transfer -------- Notice") shall set forth: (i) the name of the transferor and the number and ------ description of shares of Common Stock proposed to be transferred, (ii) the name and address of the proposed purchaser, (iii) the proposed amount and form of consideration and terms and conditions of payment offered by such proposed purchaser, (iv) each Tag-Along Investor's Pro Rata Allocation of the shares of Common Stock proposed to be transferred and (v) that the proposed purchaser has been informed of the Tag-Along SecuritiesRight provided for in this Section 1 and has agreed to purchase shares of Common Stock in accordance with the terms hereof. Xxxxxx hereby agrees not to transfer any shares of Common Stock, and directly or indirectly, in a manner that would be inconsistent with the essential intent of this Section 1. For purposes of this Section 1, any transfer of an equity interest of an entity that was formed for the purpose of acquiring shares of Common Stock shall be deemed to be a transfer of the shares of Common Stock owned by such entity. The Tag-Along Right may be exercised by any Tag-Along Investor within 15 business days following its receipt of the Transfer Notice by delivery of a written notice to Xxxxxx proposing to sell Shares (the "Tag-Along Notice"). The ---------------- Tag-Along Notice shall state the number of Shares (the "Tag-Along Shares") that ---------------- such Tag-Along Manager(s) shall sell Investor proposes to include in such transfer to the proposed purchaser, which number of Shares shall not exceed such Tag-Along Securities required Investor's Pro Rata Allocation of the shares of Common Stock proposed to be sold transferred. Delivery of the Tag-Along Notice by any Tag-Along Investor shall constitute an agreement by such Tag-Along Manager(s) pursuant Investor to this Section 2.04(a) within 60 sell, on the terms and conditions specified in the Transfer Notice, the Tag-Along Shares to the proposed purchaser specified in the Transfer Notice. In the event that the proposed purchaser does not purchase the Tag-Along Shares from the Tag-Along Investors on the same terms and conditions as specified in the Transfer Notice, then Xxxxxx shall not be permitted to sell any shares of Common Stock to the proposed purchaser in the proposed transfer. If no Tag-Along Notice is received during the 15-business days after day period referred to above, Xxxxxx shall have the right thereafter, prior to the expiration of 30 business days from the Election Perioddate of the Transfer Notice, subject to extension transfer the shares of Common Stock specified in the Transfer Notice (or a portion thereof) on terms and conditions no more favorable than those stated in the Transfer Notice and in accordance with the provisions of this Section 1. Any attempt to transfer any shares of Common Stock in violation of this Agreement will be null and void, and the Company agrees not to effect any transfer of Common Stock by Xxxxxx and to instruct the transfer agent for the Common Stock not to effect any required regulatory approvalssuch transfer of Common Stock, until the Company and the transfer agent have received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with.

Tag-Along Right. (a) IfTo the extent that the right of first offer is not exercised by the Company or the Offerees as provided in Section 8.5 above as to all Offered Units, at each Major Holder and each Class E-3 Preferred Unit Holder (other than the Seller and any time prior Class E-3 Preferred Unit Holder that has ceased to a Qualified IPOprovide Services for any reason) (the “Tag-Along Members”) also shall be afforded the right to Transfer to such Proposed Transferee simultaneously therewith, one or more Sponsor Members propose to Transfer, on the same general terms and conditions as the terms and conditions set forth in a single transaction or a series of related transactionsthe offer received by the Seller, a number of Units representing at least 30% of determined as provided in this Section 8.6 (the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "“Tag-Along Purchaser"Right”). If a Seller desires to Transfer Units, then, unless such transferring Sponsor Member(s) are entitled then in addition to give and do give a Drag-Along Sale Notice (as defined the information provided for in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units Offer pursuant to Section 2.04(a) of the Sponsor Agreement8.5 above, the Company Seller shall first provide written notice to each of state in the Management Members, which notice (Offer that the "Tag-Along Notice"Members may participate in such Transfer pursuant to this Section 8.6(a). Each Tag-Along Member wishing to participate in any Transfer under this Section 8.6(a) shall state: (i) notify the maximum number Seller in writing of such intention within the Offeree Offer Period. The Seller and each participating Tag-Along Member shall have the right to Transfer to the Proposed Transferee all or any part of the Units proposed to be Transferred (by them at not less than the "price and upon other terms and conditions, subject to Section 8.6(b), if any, not more favorable to the Proposed Transferee than those in the Offer; provided, however, that any purchase of less than all of such Units by the Proposed Transferee shall be made from the Seller and each participating Tag-Along Securities"); Member pro rata based upon the relative number of Units then directly or indirectly owned by the Seller (iiincluding through ownership of Blocker Equities) the purchase price per Unit (the "and each participating Tag-Along Price") for the Tag-Along Securities and (iii) Member. The Seller will not Transfer any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up Units to the aggregate number of Units which are held by Proposed Transferee if such Tag-Along Manager multiplied by a fraction, Proposed Transferee declines to allow the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale participation of the Tag-Along Securities, and Members in such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsTransfer.

Tag-Along Right. (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to If a Permitted Transferee (as defined in Third Party Sale would cause the LLC Agreement) of any such Sponsor Majority Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along NoticeSELLING MEMBER") to own less than a Majority in Interest, then prior to transferring such Interest pursuant to such Permitted Third Party Sale, the Selling Member shall state: notify each other Member in writing (the "TAG ALONG NOTICE") of such proposed transfer identifying (i) the maximum number name and address of Units the proposed to be Transferred (the "Tag-Along Securities"); buyer and (ii) the proposed purchase price per Unit (price, the "Tag-Along Price") for the Tag-Along Securities terms of payment and (iii) any other material terms and conditions of such sale, including the proposed transfer date buyer's offer. Within fifteen (which date will be within 60 business 15) days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each receipt of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Tag Along Notice, each Member shall notify (the "TAG ALONG ELECTION NOTICE") the Selling Member if it elects to participate in such transfer (the "TAG ALONG RIGHT") and shall state the Interest that such Member desires to sell. Each Member electing to participate in the Tag Along Right (a "TAG ALONG MEMBER") may elect to sell up to the aggregate such number of Units which are Interests as is equal to the total number of Interests held by such Tag-Tag Along Manager Member multiplied by a fraction, the numerator of which is shall be the aggregate number of Units Interests proposed to be sold by the transferring Sponsor such Selling Member as reflected in the Tag-Along Notice and the denominator of which is shall be the total aggregate number of Units which are Interests held by the transferring Sponsor such Selling Member. If Each Tag Along Member shall have the number of Units elected right and be obligated to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A (i) sell to the LLC Agreementproposed buyer, at the transferring Sponsor Member same price and any other Sponsor Members electing to participate in such sale is greater than on the number of Tag-Along Securities specified in same terms as the Tag-Along NoticeSelling Member, the number of Units being sold by each such seller shall Interests stated in its Tag Along Election Notice and (ii) enter into a purchase agreement substantially similar in form and substance to the purchase agreement the Selling Member executes. The number of Interests that the Selling Member may sell will be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be Interests sold by such Tag-the Tag Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsMembers.

Tag-Along Right. (a) If, In the event that at any time prior to the fifth anniversary of a Qualified IPOPublic Offering, one the Sponsors or more a Sponsor Members propose Affiliate to Transferwhom a Sponsor has transferred any of its Shares (a “Transfer Affiliate”) proposes to transfer for value any Shares owned by it to any person (a “Proposed Purchaser”), in any transaction other than (i) a single transaction Public Offering; (ii) from and after the initial firm commitment underwritten Public Offering, pursuant to Rule 144 or a series block sale to a financial institution in the ordinary course of related transactionsits trading business; provided, that Section 3 and 4 shall no longer apply with respect to a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) Shares equal to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed Shares the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, would have been entitled to be Transferred (sell in such sale pursuant to the "Tag-Along Securities"); first sentence of Section 8(b) other than due to the provisions of this clause (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and ), (iii) any a distribution, dividend or other transfer of Shares by Luxco to its shareholders, by way of liquidation or otherwise; provided, that such shareholders become parties to this Agreement, in the capacity of a Sponsor, or (iv) a sale to a Sponsor Affiliate, the Sponsor (or such Transfer Affiliate) will notify the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, in writing (a “Sale Notice”) of such proposed sale (a “Proposed Sale”) and the material terms of the Proposed Sale as of the date of the Sale Notice (the “Material Terms”) promptly and conditions of such sale, including in any event not less than 25 days prior to the proposed transfer date (which date will be within 60 business Proposed Sale and not more than 5 days after the termination execution of the Election Period definitive agreement relating to the Proposed Sale, if any (defined below), subject to extension for any required regulatory approvalsthe “Sale Agreement”). Each If within 20 business days of the Management Members that has been provided with date of receipt of the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Sale Notice, up the Sponsor (or such Transfer Affiliate) receives a written request (a “Sale Request”) to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are include Shares held by the transferring Sponsor Member. If Purchaser, the number of Units elected to be sold Purchaser’s Estate or the Purchaser’s Trust in the Proposed Sale, the Shares so held by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC AgreementPurchaser, the transferring Sponsor Member Purchaser’s Estate or the Purchaser’s Trust, not to exceed the amount provided in Section 8(b) below, shall be so included as provided herein; provided, that only one such Sale Request may be delivered by the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, with respect to any single Proposed Sale for any Shares held by the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust; and provided, further, that any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified Sale Request shall be irrevocable unless (x) there shall be a material adverse change in the Tag-Along NoticeMaterial Terms or (y) otherwise mutually agreed to in writing by the Purchaser, the number of Units being sold by each Purchaser’s Estate or the Purchaser’s Trust, as the case may be, and Sponsor (or such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellersTransfer Affiliate). The transferring Sponsor Member(s)Promptly after the receipt of the Sale Request, the Sponsor Members electing to participate in (or such sale and Transfer Affiliate) will furnish the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect Purchaser, the sale Purchaser’s Estate or the Purchaser’s Trust with a copy of the Tag-Along SecuritiesSale Agreement, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsif any.

Tag-Along Right. (ai) IfEach of the Holders hereby agrees that if any Major Holder (each, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transferan "Initiating Tag Holder") shall, in a single any one transaction or a any series of related transactionstransactions (except any Underwritten Offering), a number of Units representing at least 30% directly or indirectly, propose to Transfer greater than fifty percent (50%) of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) Fully Diluted Common Shares then owned by such Initiating Tag Holder to any Person (Person, other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) an Initiating Tag Holder (a "Tag-Along PurchaserTransaction"), then, unless such transferring Sponsor Member(sthe Initiating Tag Holders (or a designated representative acting on their behalf) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide deliver written notice to each of the Management Members, which notice (the a "Tag-Along Notice") shall state: to (iA) the maximum number any Holder with a Holder Ownership Percentage of Units proposed to be Transferred at least five percent (5%) or (B) any Initial Secured Creditor (the "Tag-Along SecuritiesRightholders"); ) and the Company, in accordance with Section 87.1, at least thirty (ii30) Business Days prior to the purchase price per Unit (the "consummation of such Tag-Along Price") for Transaction, offering the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including Rightholders the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject opportunity to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to participate in such Tag-Along Purchaser, upon Transaction on the terms and conditions set forth in the Tag-Along Notice, up Notice (which terms and conditions shall be substantially the same as those terms and conditions applicable to the aggregate Initiating Tag Holders, except as to the number of Units which are held by such shares of Common Stock and/or Preferred Stock proposed to be sold) and otherwise complying with the requirements of Applicable Law, if any; provided, however, that, for the avoidance of doubt, the provisions of this Section 5.54.6(i) shall not apply to any Underwritten Offering. The Tag-Along Manager multiplied by Notice shall contain a fraction, general description of the numerator material terms and conditions of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and Transaction, including the denominator identity of which is the parties to the proposed Tag- Along Transaction, the total number of Units which are held shares of Common Stock and/or Preferred Stock proposed to be sold, the proposed amount and form of consideration and whether any termination fee, break- up fee or similar fee would be payable by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale Initiating Tag Holders and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of Rightholders if the Tag-Along SecuritiesTransaction is not consummated (and the amount of any such termination fee, break-up fee or similar fee), and a copy of any acquisition agreement entered into in connection with such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsTransaction.

Tag-Along Right. (a) If, If at any time prior or from time to a Qualified IPO, time after the date of this Agreement one or more Sponsor Members propose Common Holders (whether or not such shares are held separately or as part of Investment Units, the "Transferors") wish to Transfer, in a single one transaction or a series of related transactions, a number of Units representing at least 30% majority of the Sponsor Members' aggregate Initial Equity Stakes then issued and outstanding Common Stock (whether or not such shares of Common Stock are held separately or as defined in the LLC Agreementpart of Investment Units) to any Person or Persons who are not Affiliates of the Transferors (other than pursuant to an effective registration statement with respect to the shares of Common Stock to be transferred or as a Transfer result of a pledge of shares as security for a bona fide loan), such Transferors shall notify each other Common Holder holding Common Stock (and, if prior to a Permitted Transferee Separation Event, Investment Units) (the "Other Holders") and the Company, in writing, of such Transfer and its terms and conditions. Within 20 days of the date that such notice is deemed to have been given (as defined provided in the LLC AgreementSection 6(f) of any herein) to such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser")Other Holders, then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (Other Holders shall notify the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed Transferors if it elects to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of participate in such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals)Transfer. Each of the Management Members Other Holders that has been provided with so notifies the Tag-Along Notice Transferors shall be obligated to sell, at the same price and on the same terms as the Transferors, such number of shares of Common Stock (eachor, if prior to a "Tag-Along Manager"Separation Event, such number of shares of Common Stock or Investment Units, as the case may be) shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up equal to the aggregate number of Units which are held by shares of Common Stock (or, if prior to a Separation Event, such Tag-Along Manager number of shares of Common Stock or Investment Units, as the case may be) the third party actually proposes to purchase multiplied by a fraction, the numerator of which is shall be the aggregate number of Units proposed shares of Common Stock (or, if prior to be sold a Separation Event, such number of shares of Common Stock or Investment Units, as the case may be) owned by the transferring Sponsor Member as reflected in the Tag-Along Notice such Other Holder and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units shares of Common Stock (or, if prior to a Separation Event, such number of shares of Common Stock or Investment Units, as the case may be) held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale Transferors and the Tag-Along Manager(s) each Other Holder exercising their its rights pursuant to under this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals1(d).

Tag-Along Right. (aA) IfIn the event the Transferor, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series after having first complied with the provisions of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC AgreementSection 12.2.2(a) to 12.2.2(g) above, desires to transfer to the Buyer any Person Shares pursuant to Section 12.2.2(h), the Transferor shall give notice in writing (the "TAG-ALONG NOTICE") to the other than a Transfer to a Permitted Transferee Shareholders (as defined in the LLC Agreement"OTHER TAG-ALONG SHAREHOLDERS") of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "desire. The Tag-Along PurchaserNotice shall specify the name of the Buyer, the number and class of Shares proposed to be transferred (the "TAG-ALONG SHARES"), then, unless such transferring Sponsor Member(s) are entitled to give the price and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including transfer and enclose an offer (the proposed transfer "TAG-ALONG OFFER") dated the date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "made by the Buyer to the Other Tag-Along Manager") shall have Shareholders to purchase the right to sell to such Shares then held by the Other Tag-Along PurchaserShareholders notwithstanding that the Other Tag Along-Shareholders may hold a class of Shares different from that of the Transferor, upon on the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than basis that the number of Tag-Along Securities specified in Shares which the Transferor and the Other Tag-Along Shareholders who accept the Tag-Along Notice, Offer (the number of Units being sold by each Transferor and such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Other Tag-Along Manager(sShareholders hereafter collectively called the "TAG-ALONG SELLERS") exercising their rights pursuant shall each sell shall be pro-rated according to this Section 2.04 shall effect the sale relevant Shareholding Percentages of the Tag-Along Securities, Sellers and on terms and conditions (including price per Share (on an as-converted basis)) no less favourable than those available to the Transferor as set out in such Tag-Along Manager(sNotice. Each of the Other Shareholders (if it so desires) shall sell may accept the number of Tag-Along Securities required Offer made to be sold it by such serving on the Buyer (with a copy to the Transferor) notice in writing of its acceptance within 30 days of the date of the Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsOffer.

Tag-Along Right. The Company shall give each Investor other than the Tag-Along Seller (acollectively, the “Non-Selling Investors”) If, at any time prior a notice within two (2) Business Days after the receipt of the Transfer Notice informing such Non-Selling Investor of their opportunity to a Qualified IPO, one or more Sponsor Members propose to Transfer, participate in a single transaction or tag-along sale pursuant to this Section 4, which notice shall include a series of related transactions, a number of Units representing at least 30% copy of the Sponsor Members' aggregate Initial Equity Stakes Transfer Notice. The Non-Selling Investors shall have the right, exercisable upon written notice to the Tag-Along Seller within seven (as defined 7) Business Days of the receipt of the Transfer Notice by the Non-Selling Investors (the “Tag-Along Election Period”) to elect to participate in the LLC Agreement) proposed Transfer by the Tag-Along Seller to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "“Tag-Along Purchaser"), then, unless Transferee”) on the terms and conditions set forth in such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Transfer Notice (such participation rights being hereinafter referred to as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "“Tag-Along Rights”), it being understood that the foregoing shall not require a Non-Selling Investor to transfer or assign any right to which such Non-Selling Investor is not entitled pursuant to this Agreement or in violation of any provision of this Agreement or to perform any other act of which it is incapable in order to exercise its Tag-Along Right. Any Non-Selling Investor that has not notified the Tag-Along Seller of its intent to exercise Tag-Along Rights within the Tag-Along Election Period shall be deemed to have elected not to exercise such Tag-Along Rights with respect to the sale contemplated by such Transfer Notice", and the Tag-Along Seller and the Non-Selling Investors who have exercised such Tag-Along Rights shall thereafter be free to Transfer to the Tag-Along Transferee at a per share price no greater than the per share price set forth in the Transfer Notice with respect to such Transfer and on other terms and conditions that are not materially more favorable to the Tag-Along Seller and the Non-Selling Investors who have exercised such Tag-Along Rights than those set forth in such Transfer Notice, without any further obligation to such Non-Selling Investor(s) shall state: pursuant to this Section 4(b) that have not provided notice to exercise Tag-Along Rights. Each Non-Selling Investor that elects to exercise Tag-Along Rights may participate with respect to the Shares owned by such Non-Selling Investor in an amount equal to the product obtained by multiplying (i) the maximum aggregate number of Units proposed to be Transferred (Shares owned by such Non-Selling Investor on the "Tag-Along Securities"); date of the sale by (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed equal to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected Shares proposed to be sold by the Tag-Along Managers Seller and any other individuals identified from time to time on Exhibit A to the LLC Agreement, denominator of which is the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the aggregate number of Tag-Along Securities specified in Shares owned by the Tag-Along NoticeSeller (the “Eligible Shares”). If one or more Non-Selling Investors elects not to include the maximum number of Eligible Shares in a proposed sale, the Tag-Along Seller shall give prompt notice to each other participating Non-Selling Investor and each of such participating Non-Selling Investors may sell in the proposed sale a number of additional Shares owned by it equal to its pro rata portion (based upon the aggregate number of Shares owned by such Non-Selling Investor relative to the aggregate number of Shares owned by all Investors) of the number of Shares eligible to be included, but not included, in the proposed Transfer by the Non-Selling Investors not including their maximum number of Eligible Shares. Such additional Shares which any such Non-Selling Investor proposes to sell shall not be included in the calculation of Eligible Shares of such Non-Selling Investor. To the extent that the total number of Shares proposed to be sold by the Tag-Along Seller and the number of Eligible Shares proposed to be Transferred by all of the Non-Selling Investors collectively exceeds the number of Shares that the Tag-Along Transferee is willing to acquire, the number of Units being sold by each such seller shall be reduced such Shares that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant Seller and each Non-Selling Investor propose to this Section 2.04 shall effect Transfer will be reduced pro rata based upon the sale relative number of Shares that the Tag-Along Securities, Seller and each such TagNon-Along Manager(s) shall sell the number of Tag-Along Securities required Selling Investor had proposed to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsTransfer.

Tag-Along Right. Subject to the completion of the Directed Issue, Gazit-Globe shall not, and shall ensure that any of its affiliates of the share capital of which Gazit Globe owns, either directly or indirectly, at least 80% and where all voting rights are held by Gazit-Globe directly or indirectly and the shares of which are not publicly traded (a“Private Affiliates”) Ifshall not, make a single transfer or several transfers of shares to a third party or third parties which would result at any time prior to a Qualified IPO, one or during any 12-month period in aggregate in more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% than 5 percent of the Sponsor Members' aggregate Initial Equity Stakes Citycon Shares being transferred from Gazit-Globe and/or its Private Affiliates, unless the provisions of this Section 3 are complied with as set out below. Subject to the last paragraph of this Section 3, Gazit-Globe shall not, and shall ensure that any of its Private Affiliates shall not, complete such transfer or transfers unless such third party or third parties shall offer, which offer shall remain irrevocable for a period of ten (as defined in 10) business days (the LLC Agreement) “Offer Period”), to any Person purchase Citycon Shares from CPPIB European Holdings (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "“Tag-Along Purchaser"), then, unless such transferring Sponsor Member(sRight”) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members so that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") CPPIB European Holdings shall have the right to sell transfer one share it holds for every two and a quarter shares transferred by Gazit-Globe or its Private Affiliates pursuant to such this Section 3 (the “Tag-Along Purchaser, upon Shares”). For the terms set forth in sake of clarity it is agreed and understood that the Tag-Along Notice, up Right applies (i) also to transfers resulting from corporate transactions or corporate restructuring and (ii) to transfers completed by Gazit-Globe and/or any Private Affiliate prior to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale triggering of the Tag-Along Securities, and such Right from time to time. If for any reason an offer has not been made by a third party recipient of transfers of Citycon Shares for all of the Tag-Along Manager(s) Shares as contemplated herein, Gazit-Globe shall sell instead offer to acquire the number of Tag-Along Securities required to be sold by such Shares from CPPIB European Holdings on the Tag-Along Manager(s) Terms. The transfer of all the Tag-Along Shares pursuant to this Section 2.04(a) within 60 business days after the expiration of Tag-Along Right shall be on the Election Period, subject same terms and conditions applicable to extension for any required regulatory approvalsthe transfers by Gazit-Globe or its Private Affiliates (the “Tag-Along Terms”).

Tag-Along Right. If the Company and the Non-Selling Investors have in the aggregate not elected to purchase all of the Offered Shares pursuant to Section 3, the Company shall give the Non-Selling Investors and the Management Stockholders, a notice within two (a2) IfBusiness Days of the expiry of the Investor Election Period or the Second Investor Election Period, at any time prior as the case may be, that all of the Offered Shares were not elected to a Qualified IPO, one or more Sponsor Members propose be purchased and informing such Non-Selling Investor of their opportunity to Transfer, participate in a single transaction tag-along sale pursuant to this Section 5 and informing the Management Stockholders of their opportunity to participate in the tag-along sale pursuant to the Management Stockholders Agreement. The other Investors and the Management Stockholders shall have the right, exercisable upon written notice to the Tag-Along Seller within seven (7) Business Days after the expiration of the Investor Election Period or a series the Second Investor Election Period, as the case may be (the "TAG-ALONG ELECTION PERIOD"), to participate in the proposed Transfer by the Tag-Along Seller to any Person (the "TAG-ALONG TRANSFEREE") on the terms and conditions set forth in such Transfer Notice (such participation rights being hereinafter referred to as "TAG-ALONG RIGHTS"). Any other Investor and any Management Stockholder that has not notified the Tag-Along Seller of related transactions, a its intent to exercise Tag-Along Rights within the Tag-Along Election Period shall be deemed to have elected not to exercise such Tag-Along Rights with respect to the sale contemplated by such Transfer Notice. Each other Investor and Management Stockholder may participate with respect to the Shares owned by such Investor or with respect to the number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes whole Restricted Shares (as defined in the LLC Management Stockholders Agreement), including any (a) to any Person (other than a Transfer to a Permitted Transferee Restricted Shares issuable upon exercise of Vested Options (as defined in the LLC Management Stockholders Agreement) of or (b) any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units Restricted Shares that will be issuable pursuant to Section 2.04(a) options that vest as a result of the Sponsor Agreement, the Company shall first provide written notice to each consummation of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed Transfer to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and Transferee (iii) any other material terms and conditions of such salecollectively, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below"MANAGEMENT SHARES"), subject as the case may be, in an amount equal to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice product obtained by multiplying (each, a "Tag-Along Manager"i) shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Noticecase of an Investor, up to the aggregate number of Units which are held Shares owned by such Tag-Along Manager multiplied other Investor on the date of the sale and, in the case of a Management Stockholder, the aggregate number of Management Shares owned by such other Management Stockholder on the date of the Sale by (ii) a fraction, the numerator of which is the aggregate number of Units proposed equal to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected Shares proposed to be sold by the Tag-Along Managers Seller and any other individuals identified from time to time on Exhibit A to the LLC Agreement, denominator of which is the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the aggregate number of Tag-Along Securities specified in Shares owned by the Tag-Along NoticeSeller (the "ELIGIBLE SHARES"). If one or more other Investors and Management Stockholders elects not to include the maximum number of Eligible Shares in a proposed sale, the Tag-Along Seller shall give prompt notice to each other participating Investor (including the Tag-Along Seller) and participating Management Stockholders and such other participating Investor and participating Management Stockholders may sell in the proposed sale a number of additional Shares or Management Shares, as the case may be, owned by any of them equal to their pro rata portion (based upon the aggregate number of Shares owned by such Investor or the aggregate number of Management Shares owned by such Management Stockholder, as the case may be, relative to the aggregate number of Shares and Management Shares owned by all Investors and Management Stockholders) of the number of Shares and Management Shares eligible to be included in the proposed sale. Such additional Shares and Management Shares which any such Investor(s) or Management Stockholder(s) proposes to sell shall not be included in the calculation of Eligible Shares of such Investor or Management Stockholder. To the extent that the total number of Shares and Management Shares proposed to be sold by the Tag-Along Seller and the number of Eligible Shares proposed to be sold by all of the other Investors and Management Stockholders collectively exceeds the number of Shares and Management Shares that the Tag-Along Transferee is willing to purchase, the number of Units being sold by each such seller shall be reduced such Shares and Management Shares that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant Seller and each other Investor and Management Stockholder propose to this Section 2.04 shall effect sell will be reduced pro rata based upon the sale relative number of Shares and Management Shares that the Tag-Along Securities, Seller and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required each other Investor and Management Stockholder had proposed to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalssell.

Tag-Along Right. In the event the Daughters, directly or indirectly, including through the Daughters' Revocable Trust, and/or any entity owned in whole or in part by it, or its successor, including the LLC described in Section 16 (acollectively for purposes of this Section, the “Daughters' Group”) If, decides to make a bona fide sale or exchange of all or substantially all of the shares of stock in Cal-Maine held by the Daughters' Group to a purchaser at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, within five (5) years following Fred's death (whether in a single transaction or in a series of related transactions), a number of Units representing at least 30% then prior to the consummation of the Sponsor Memberssale or exchange, the Daughters' aggregate Initial Equity Stakes Group shall promptly deliver to the Trustee of Jean's Revocable Trust, or if Jean's Revocable Trust has been terminated, Xxxx, or if Xxxx is deceased, Jean's children (as defined in c/o the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Memberlaw firm Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC, Jackson, Mississippi) (a "Tag-Along Purchaser"collectively for purposes of this Section, “Jean's Revocable Trust”), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined written notice setting forth in detail the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) circumstances of the Sponsor Agreementtransaction, including, without limitation, the Company shall first provide written notice to each name and address of the Management Members, which notice (proposed transferee and the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed consideration to be Transferred (paid to the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals)Daughters' Group. Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") Jean's Revocable Trust shall have the right and option to sell to such Tagparticipate with the Daughters' Group in the sale of all or a portion of its shares of stock in Cal-Along Purchaser, Maine upon the terms set forth described in the Tag-Along Notice, up notice from the Daughters' Group by delivering written notice to the aggregate number Daughters' Group of Units which are held by such Tagthe desire to so participate within ten (10) days after the receipt of the written notice from the Daughters' Group. In the event Jean's Revocable Trust timely delivers written notice to the Daughters' Group of its desire to so participate with respect to all or a portion of its shares of stock in Cal-Along Manager multiplied by a fractionMaine, the numerator Daughters' Group is prohibited from consummating its proposed sale or transfer of which its shares of stock in Cal-Maine unless Jean's Revocable Trust is the aggregate number of Units proposed able to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to fully participate in such sale is greater than a manner consistent with its proper election. Notwithstanding the number of Tag-Along Securities specified in the Tag-Along Noticeforegoing, the number of Units being sold by each such seller no notice shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to given under this Section 2.04(a) within 60 business days after the expiration 13 to any individual or trust that does not own at least 400,000 shares of the Election PeriodCommon Stock; provided that an individual shall be deemed to own any shares of Common Stock held by a trust created by him or her and a trust or individual shall be deemed to own any shares of Common Stock held by an entity to which such shares of Common Stock were contributed by him, subject to extension for any required regulatory approvalsher, or it.

Tag-Along Right. (a) If, at In the event that any time prior to a Qualified IPO, one holder of ten percent (10%) or more Sponsor Members propose to Transfer, of the then outstanding shares of Common Stock (as used in a single transaction or a series of related transactionsthis §5, a number “Selling Stockholder”) proposes to sell for cash or any other consideration shares of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) Common Stock owned by such Selling Stockholder to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) or group of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) Persons (a "“Proposed Purchaser”), after expiration of the periods in §§4(c) and (d), if applicable, such Selling Stockholder shall promptly notify each other Stockholder (collectively, the “Tag-Along Purchaser"), then, unless such transferring Sponsor Member(sOfferees”) are entitled to give and do give in writing (a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "“Tag-Along Notice"”) shall state: of such proposed sale (ia “Proposed Sale”) and the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each Proposed Sale as of the Management Members that has been provided with date of the Tag-Along Notice (eachthe “Material Terms”). The Selling Stockholder may, a "Tag-Along Manager") shall have for purposes of determining the right to sell to such Tag-Along Purchaser, upon the terms set forth in recipients of the Tag-Along Notice, up rely upon a list of securityholders provided by the Company (which the Company shall provide to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor MemberSelling Stockholder promptly upon request). If within fifteen (15) days after the number of Units elected to be sold receipt by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number Offerees of Tag-Along Securities specified in the Tag-Along Notice, the number Selling Stockholder receives a written request (a “Tag-Along Request”) to include shares of Units being sold by each such seller shall be reduced such that Common Stock (the applicable seller shall be entitled to (and obligated to“Tag-Along Securities”) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to one or more Tag-Along Offerees in the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s)Proposed Sale, the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold so held by such Tag-Along Manager(sOfferees shall be so included as provided herein so long as the Tag-Along Securities are eligible for resale under an exemption from registration, and the Selling Stockholder shall not be permitted to complete such Proposed Sale unless such Tag-Along Securities are so included in such Transfer; provided, however, that any Tag-Along Request shall be irrevocable unless (i) pursuant there shall be an adverse change in the Material Terms or (ii) otherwise mutually agreed to this Section 2.04(a) within 60 business days after in writing by such Tag-Along Offerees and the expiration of the Election Period, subject to extension for any required regulatory approvalsSelling Stockholder.

Tag-Along Right. (a) If, If at any time prior to a Qualified IPO, one Members owning seventy-five percent (75%) or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Participating Percentages (“Controlling Members' aggregate Initial Equity Stakes (as defined ”) shall desire to sell all of their membership interests in the LLC Agreement) Company to any Person third party (other than a Transfer Permitted Transferee), and the other Members do not elect to a Permitted Transferee (as defined in the LLC Agreement) of any purchase such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than interests pursuant to another Sponsor Member) Section 12.3, such Controlling Members shall give written notice thereof (a "“Tag-Along Purchaser"), then, unless such transferring Sponsor Member(sNotice”) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management other Members (“Minority Members”) specifying the Participating Percentage to be sold and the price and terms of such sale. Each Minority Member may elect to participate in any such transaction as an additional selling Member on identical terms and conditions (with the aggregate price to be paid to the Controlling Members and the Minority Members electing to participate in the transaction allocated among them in proportion to the amounts each such Member would receive upon a hypothetical distribution of the aggregate purchase price pursuant to Section 15.4(c) in complete liquidation of the Company), which by delivering a written notice thereof (a “Tag-Along Election Notice”) to the "Controlling Members within fifteen (15) days after such Minority Member’s receipt of such Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right thereby electing to sell to in such Tag-Along Purchaser, upon transaction any portion of its interest in the terms set forth Company specified in the Tag-Along Notice, up Election Notice which is less than or equal to the product of (i) the aggregate number of Units Participating Percentage which are held by the Controlling Members propose to transfer in such Tag-Along Manager transaction, multiplied by (ii) a fraction, the numerator of which is the aggregate number of Units proposed to be sold Participating Percentage owned by the transferring Sponsor Member as reflected in the Tag-Along Notice such Minority Member, and the denominator of which is the total number of Units which are held aggregate Participating Percentage owned by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers Controlling Members and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor all Minority Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled transaction. If Minority Members elect to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights interests pursuant to this Section 2.04 shall effect Article 13, the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required aggregate Participating Percentage to be sold or transferred to such third party by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of Controlling Members and the Election Period, subject to extension for any required regulatory approvalsMinority Members shall remain constant.

Tag-Along Right. (ai) IfEach of the Holders hereby agrees that if any Major Holder (each, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transferan “Initiating Tag Holder”) shall, in a single any one transaction or a any series of related transactionstransactions (except any Underwritten Offering), a number of Units representing at least 30% directly or indirectly, propose to Transfer greater than fifty percent (50%) of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) Fully Diluted Common Shares then owned by such Initiating Tag Holder to any Person (Person, other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) an Initiating Tag Holder (a "“Tag-Along Purchaser"Transaction”), then, unless such transferring Sponsor Member(sthe Initiating Tag Holders (or a designated representative acting on their behalf) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide deliver written notice to each of the Management Members, which notice (the "a “Tag-Along Notice"”) shall state: to (iA) the maximum number any Holder with a Holder Ownership Percentage of Units proposed to be Transferred at least five percent (5%) or (B) any Initial Secured Creditor (the "“Tag-Along Securities"); Rightholders”) and the Company, in accordance with Section 7.1, at least thirty (ii30) Business Days prior to the purchase price per Unit (the "consummation of such Tag-Along Price") for Transaction, offering the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including Rightholders the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject opportunity to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to participate in such Tag-Along Purchaser, upon Transaction on the terms and conditions set forth in the Tag-Along Notice, up Notice (which terms and conditions shall be substantially the same as those terms and conditions applicable to the aggregate Initiating Tag Holders, except as to the number of Units which are held by such shares of Common Stock and/or Preferred Stock proposed to be sold) and otherwise complying with the requirements of Applicable Law, if any; provided, however, that, for the avoidance of doubt, the provisions of this Section 4.6(i) shall not apply to any Underwritten Offering. The Tag-Along Manager multiplied by Notice shall contain a fraction, general description of the numerator material terms and conditions of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and Transaction, including the denominator identity of which is the parties to the proposed Tag- Along Transaction, the total number of Units which are held shares of Common Stock and/or Preferred Stock proposed to be sold, the proposed amount and form of consideration and whether any termination fee, break- up fee or similar fee would be payable by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale Initiating Tag Holders and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of Rightholders if the Tag-Along SecuritiesTransaction is not consummated (and the amount of any such termination fee, break-up fee or similar fee), and a copy of any acquisition agreement entered into in connection with such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsTransaction.

Tag-Along Right. In addition to the rights granted under Section 7 above, in the event that Wallxx-Xxxxxx xxx other Stockholders (aincluding Wallxx-Xxxxxx) IfXxneficially Owning more than fifty percent (50%) of the Common Stock subject to this Agreement (each a "Selling Stockholder"), at desire to transfer, sell, convey, exchange or otherwise dispose of ("Transfer") any time prior Shares pursuant to a Qualified IPObona fide offer from a third party (the "Buyer"), one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of then such Selling Stockholders shall notify the Sponsor Members' aggregate Initial Equity Stakes Stockholders who are not Selling Stockholders (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along PurchaserStockholders"), thenin writing, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice offer and its terms and conditions (the "Transfer Notice"). Upon receipt of such Transfer Notice, each Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") Stockholder shall have the right to sell to such Tag-Along Purchaserthe Buyer, upon on the same terms set forth in and conditions as the Tag-Along NoticeSelling Stockholders, up that number of Shares of the Company's capital stock subject to this Agreement equal to the aggregate number of Units which are held product attained by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If multiplying (a) the number of Units elected to be sold Shares held by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A Stockholder times (b) the quotient derived by dividing (i) the number of Shares which otherwise would have been sold by the Selling Stockholders to the LLC Agreement, Buyer by (ii) the transferring Sponsor Member total number of Shares held by such Selling Stockholders and any other Sponsor Members electing the number of Shares held by the Tag-Along Stockholders who have elected to participate in such sale is greater than Transfer (assuming, in the number case of sales of Common Stock of the Company, full conversion of all shares of preferred stock of the Company held by the Selling Stockholders and each Tag-Along Securities specified in the Stockholder exercising its rights under this Section 10). If more than one Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled Stockholder elects to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights Shares pursuant to this Section 2.04 shall effect 10, they may do so pro rata based on the sale number of the Shares held by each of them or in such other proportions as they may agree. The Tag-Along Securities, and such Tag-Along Manager(s) shall Stockholders' right to sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) 10 can be exercised by delivery of written notice to the Selling Stockholders within 60 10 business days after the expiration following delivery of the Election Period, subject Transfer Notice. Any Tag-Along Stockholder who fails to extension for any required regulatory approvalsnotify the Selling Stockholders within such 10 business days shall be deemed to have waived its rights under this Section 10.

Tag-Along Right. (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata PRO RATA share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata PRO RATA share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.

Tag-Along Right. With respect to any proposed transfer, sale or other disposition (acollectively, a "Proposed Transfer") Ifof shares of Common Stock ("Shares") by any Spell Investor, at or any time prior Related Party (such persons being hereinafter referred to collectively as the "Control Group") to a Qualified IPO, one or more Sponsor Members propose person (such other person being hereafter referred to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of as the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Proposed Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units than pursuant to Section 2.04(a) of the Sponsor Agreementan Exempt Transfer, the Company shall first provide written notice to each of the Management Members, which notice Institutional Investors shall have the right (the "Tag-Along NoticeRight") shall state: (i) to require the maximum number of Units proposed Proposed Purchaser to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of from such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, Institutional Investor up to the aggregate number of Units which are held whole Shares owned by such Tag-Along Manager multiplied Institutional Investor, including Shares to be received upon conversion of the Preferred Stock, equal to the sum of (A) the number derived by multiplying the total number of Shares the members of the Control Group propose to transfer by a fraction, the numerator of which is the aggregate total number of Units proposed Shares owned by such Institutional Investor (including Shares to be sold by received upon conversion of the transferring Sponsor Member as reflected in the Tag-Along Notice Preferred Stock), and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the TagShares then outstanding on a fully-Along Managers diluted basis and (B) any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in additional Shares such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller Institutional Investor shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller have purchased pursuant to the total number of Units held by all of such electing sellers)next paragraph if any other Institutional Investor elects not to exercise its rights thereunder. The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights Any Shares purchased from Institutional Investors pursuant to this Section 2.04 3 shall effect be for the same consideration and upon the same terms and conditions as such Proposed Transfer by the Control Group; provided that in connection with such sale no Institutional Holder shall be obligated to give any indemnification, representation or warranty regarding the business or financial condition of the Company. A representative of the Control Group (the "Control Group Representative") shall, not less than thirty (30) nor more than forty-five (45) calendar days prior to each Proposed Transfer, notify, or cause to be notified, each Institutional Investor in writing of each such Proposed Transfer, setting forth in such notice: (i) the name of the transferor and the number of Shares proposed to be transferred, (ii) the name and address of the Proposed Purchaser, (iii) the proposed amount and form of consideration and terms and conditions of payment offered by such Proposed Purchaser and (iv) that the Proposed Purchaser has been informed of the Tag-Along Securities, Right provided for in this Section 3 and such has agreed to purchase Shares in accordance with the terms hereof. The Tag-Along Manager(sRight may be exercised by any Institutional Investor by delivery of a written notice to the Control Group Representative (the "Tag-Along Notice") within fifteen (15) business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall sell state the number of Shares that such Institutional Investor proposes to include in such transfer to the Proposed Purchaser determined as aforesaid, plus the number of additional Shares, if any, that such Institutional Investor would be willing to sell to the Proposed Purchaser in the event that any of the other Institutional Investors elects not to exercise their Tag-Along Securities Rights in whole or in part. The maximum number of additional Shares that each such Institutional Investor shall be entitled to sell, and the Proposed Purchaser be required to purchase, shall be sold determined by multiplying the total number of Shares that, under the formula described in the previous paragraph, Institutional Investors could have elected to sell to the Proposed Purchaser but elected not to so sell, by a fraction, the numerator of which is the total number of Shares owned by such Institutional Investor electing to sell additional Shares and the denominator of which is the total number of Shares owned by all Institutional Investors who delivered Tag-Along Manager(sNotices. In the event that the Proposed Purchaser does not purchase Shares from the Institutional Investors on the same terms and conditions as specified in the notice referred to in the last sentence of the preceding paragraph, then the Control Group shall not be permitted to sell any Shares to the Proposed Purchaser in the Proposed Transfer. If no Tag- Along Notice is received during the 15-day period referred to above (or if such Notices do not cover all the Shares proposed to be transferred), the Control Group shall have the right, for a period of ninety (90) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period15-day period referred to above, to transfer the Shares specified in the notice referred to in the last sentence of the preceding paragraph (or the remaining Shares) on terms and conditions no more favorable than those stated in the Tag- Along Notice and in accordance with the provisions of this Section 3. The Company agrees not to effect any transfer of Shares by any member of the Control Group until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with. The rights provided in this Section 3 shall terminate at such time as the Institutional Investors no longer hold Registrable Securities. The right of the Control Group to sell Shares in accordance with this Section 3 shall at all times be subject to extension for any required regulatory approvalsthe requirements of Section 2 of this Agreement.

Tag-Along Right. (ai) If, at In the event any time prior Apollo Stockholder intends to Transfer any of its Shares to a Qualified IPO, one or more Sponsor Members propose to Transfer, in non-Affiliate third party (a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement“Proposed Transferee”) to any Person (other than a any Syndicate Transfer or any Transfer to a Permitted Transferee Transferee), then such Apollo Stockholder (as defined in the LLC Agreement“Selling Investor”) of any such Sponsor Member and other than a Transfer in accordance with shall notify the Registration Rights Agreement and other than to another Sponsor Member) Xxxxxxx Investors (a "the “Tag-Along Purchaser"Investors”), thenin writing, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) proposed Transfer and its terms and conditions (including without limitation, the identity of the Sponsor AgreementProposed Transferee, the Company shall first provide written notice to each purchase price and form of consideration and the terms of payment, the “Third Party Terms”). Within ten (10) business days of the Management Membersdate of such notice, which notice (the "each Tag-Along Notice") Investor shall state: (i) notify the maximum number of Units proposed Selling Investor in writing if it elects to be Transferred (the "participate in such Transfer. Any Tag-Along Securities"); Investor that fails to so notify the Selling Investor within such ten (ii10) the purchase price per Unit (the "business day period shall be deemed to have waived its rights hereunder. Each Tag-Along Price") for Investor that so notifies the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") Selling Investor shall have the right to sell to such Tag-Along Purchaserthird party, upon on the terms set forth in the Tag-Along NoticeThird Party Terms, up an amount of each class of Shares equal to the aggregate number of Units which are held by such Tag-Along Manager the same class of Shares the Proposed Transferee proposes to purchase multiplied by a fraction, the numerator of which is shall be the aggregate number of Units proposed to be sold such class of Shares Owned by the transferring Sponsor Member as reflected in the such Tag-Along Notice Investor and the denominator of which is shall be the total aggregate number of Units which are held such class of Shares Owned by the transferring Sponsor Member. If Selling Investor and each Tag-Along Investor exercising its rights under this Section 3(d) and all other holders of Shares who have exercised, in connection with such transaction, a right similar to the number of Units elected rights granted to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate Investors in such sale is greater than the number of Tag-Along Securities specified this Section 3(d) (including in the Tag-Along Noticecase of a Transfer of Shares of Common Stock, the number any Shares of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled Common Stock issuable to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell Investors and such other holders upon the number exercise of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration all vested options (including options that vest as a result of the Election Period, subject consummation of the Transfer to extension for any required regulatory approvalsthe Proposed Transferee).

Tag-Along Right. (ai) IfUntil the earlier of the date that is fifteen (15) months after the date hereof and a Lock-Up Fall-Away Event, at any time prior to a Qualified IPO, one Buyer Parent issuing or more Sponsor Members propose to Transfer, in a single transaction or a series selling any shares of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) Buyer Parent Class A Common Stock to any Person (other than a Transfer to a Permitted Transferee under the Piggyback Registration (as defined in the LLC Registration Rights Agreement) or the issuance of Equity Interests and stock-based awards to officers, employees, directors and consultants of Buyer Parent or its Affiliates or to a seller in any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than Acquisition subject to another Sponsor MemberSection 2(a)) (a "“Tag-Along Transfer”), Buyer Parent shall deliver to Seller Parent prior written notice of such Tag-Along Transfer (such notice, a “Tag-Along Notice”) setting forth (1) the aggregate number of shares of Buyer Parent Class A Common Stock to be issued or sold by Buyer Parent in such Tag-Along Transfer, (2) the identity of the Persons to which such shares of Buyer Parent Class A Common Stock are to be issued or sold (the “Tag-Along Purchaser"”), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i3) the maximum number proposed per-share amount and type of Units proposed consideration to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for paid by the Tag-Along Securities Purchaser in such Tag-Along Transfer and (iii4) any the other material terms and conditions of such salethe Proposed Tag-Along Transfer, including the time and place proposed transfer date for the consummation of (or, if such consummation is subject to the receipt of any consent, approval or waiver of any Governmental Authority or other Person, the time and place proposed for the execution and delivery of definitive agreements providing for) such Proposed Tag-Along Transfer, which date will closing or execution and delivery, as applicable, shall not be within 60 business sooner than thirty (30) days after the termination date that such Tag-Along Notice is delivered to Seller Parent. A copy of the Election Period any agreement executed (defined below), subject or form of agreement proposed to extension for any required regulatory approvals). Each of the Management Members that has been provided be executed) in connection with such Tag-Along Transfer shall be included with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.

Tag-Along Right. Prior to the effective date of an Initial Public ---------------- Offering (a) Ifor such longer period as set forth in the second following paragraph), at if any time prior Transferring Securityholder wishes to a Qualified IPOTransfer any Shares or Warrants, either in one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% and any portion of the Sponsor Members' aggregate Initial Equity Stakes Transfer Shares are not purchased by the Series C Holders or the RSI Beneficial Holders, as the case may be, the Company or the Securityholder Offerees under Section 4.3 (other than any Transfer pursuant to Section 4.2, 4.7 or 4.8, or through a redemption or put of the Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, or a sale in a registered offering or pursuant to Rule 144 under the Securities Act, or through the right of any Remaining Securityholder (as defined in the LLC Agreementbelow) to any Person sell Shares provided by this Section 4.5), then as a condition to such Transfer, the Transferring Securityholder shall permit (or cause to be permitted) all other Securityholders who did not seek to purchase the Transfer Shares pursuant to Section 4.3 (other than Securityholders who elected to purchase Transfer Shares and failed to close on the purchase thereof) or were unable to purchase the Transfer Shares as a result of the failure of the All or Nothing Condition to be satisfied (the "Remaining Securityholders") to sell, either to -------------------------- the prospective purchaser of the Transferring Securityholder's Shares or Warrants or to another financially reputable purchaser reasonably acceptable to such Remaining Securityholders, up to the same proportion of the Shares, Warrants and Options (if then vested) then owned by such Remaining Securityholder as the proportion that the number of Shares and Warrants the Transferring Securityholder proposes to Transfer pursuant to a Permitted Transferee (as defined this Section 4.5 in the LLC Agreement) contemplated sale on the date of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in below) bears to the LLC Agreement) total number of Shares and no other Sponsor Member(s) has elected Warrants held by the Transferring Securityholder on such date prior to purchase its pro rata share of such Units any Shares or Warrants sold pursuant to Section 2.04(a4.3, on equivalent terms and at an equivalent price and for the same type of consideration to that offered by the third-party offeror, taking into account any difference in the type of securities (i.e., Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Common Stock) held (or acquirable) by the Transferring Securityholder and the Remaining Securityholders who desire to sell Shares, Warrants or Options. All numbers of Shares and Warrants and Options (only to the Sponsor Agreement, the Company extent then vested) under this Section 4.5 shall first provide be determined on a fully converted and fully exercised basis. The Transferring Securityholder shall give written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) to the maximum number Remaining Securityholders of Units each proposed Transfer ----------------- giving rise to be Transferred the rights referred to in this Section 4.5 (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price--------- Rights") for immediately following the Tag-Along Securities end of the 15 Business Day period provided in ------ Section 4.3(d) and (iii) any at least 20 days prior to the proposed consummation of such Transfer, setting forth the name of the prospective purchaser, the maximum number of Shares and Warrants proposed to be Transferred, the proposed amount and form of consideration and the other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals)transaction. Each of the Management Members that has been provided with the The Tag-Along Notice (each, a "Tag-Along Manager") shall have also provide that each of the right Remaining Securityholders may elect to sell to exercise such Tag-Along Purchaser, upon rights within 15 days following the terms set forth in giving of the Tag-Along Notice, up by delivery, on or before the expiration of such time period, of a written notice to the aggregate Transferring Securityholder indicating such Securityholder's desire to exercise its rights under this Section 4.5 and specifying the number of Units which Shares, Warrants or Options he, she or it desires to sell. No present or future Tag-Along Rights of a Securityholder shall be adversely affected by its failure to exercise such rights in the past. Notwithstanding anything to the contrary contained herein, a holder of Options shall only be entitled to exercise Tag-Along Rights with respect to such Options if the Tag-Along Notice relates to the sale or other disposition of a majority of the outstanding shares of voting capital stock of the Company (based on the Fully Diluted Capitalization excluding Option Shares and Warrant Shares) to a Person that is not a parent or Subsidiary of the Company. Notwithstanding anything to the contrary contained herein, the provisions of this Section 4.5 shall apply to any Transfer following an Initial Public Offering if, at the time of any such Transfer, the provisions of Rule 144 promulgated under the Securities Act are held by not generally applicable to sales of the Company's securities due to the failure of the condition set forth in Rule 144(c) to be satisfied. The Company shall use all reasonable efforts to inform the Securityholders if such condition has not been satisfied at any time following an Initial Public Offering; provided however, the Company shall have no liability to any -------- ------- Securityholder arising out of the failure of any Transferring Securityholder to comply with the provisions contained in this Section 4.5. The Transferring Securityholder's sale of Shares or Warrants in any sale proposed in a Tag-Along Notice shall be effected on substantially the terms and conditions set forth in such Tag-Along Manager multiplied by a fraction, Notice (except in the numerator case of non-monetary consideration which is unique to the aggregate third party as to which there shall be paid the reasonable equivalent thereof). The number of Units proposed Shares or Warrants to be sold by the transferring Sponsor Member as reflected in Transferring Securityholder shall be reduced by the Tag-Along Notice and the denominator of which is the total aggregate number of Units which are held by the transferring Sponsor Member. If the number of Units elected Shares, Warrants or Options to be sold by each of the Remaining Securityholders who have exercised Tag-Along Managers and Rights in connection with such Transfer. In no event shall any other individuals identified from time to time on Exhibit A to the LLC AgreementSecurityholder transferring Shares, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights Warrants or Options pursuant to this Section 2.04 shall effect the 4.5 receive any special consideration (including, without limitation, financial advisory, finders, consulting or other similar fees) in connection with any sale of the Tag-Along SecuritiesShares, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) Warrants or Options pursuant to this Section 2.04(a4.5, unless such consideration is shared among the Transferring Securityholder and the other Remaining Securityholders pro rata based on their respective Shares, Warrants or Options sold (on a fully exercised and converted basis); provided, however, this sentence shall not apply with respect to an arms-length negotiated engagement of The Shattan Group LLC or any of its Affiliates (any such Persons are hereinafter referred to as "Shattan") within 60 business days after to act as the expiration Company's financial advisor with respect to such sale of Shares, Warrants or Options. Furthermore, no Remaining Securityholder shall be required to provide any representations or warranties in connection with the Election Periodsale of Shares, subject Warrants or Options pursuant to extension for this Section 4.5, except representations as to the authority to transfer, and title to, such Shares, Warrants or Options and the absence of any required regulatory approvalsEncumbrances on the title of such Shares, Warrants or Options.

Tag-Along Right. (ai) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to TransferFrom and after the Closing, in a single the event that any member of Management proposes to sell Ordinary Shares (A) in one transaction which results in gross proceeds to him or a them in excess of US$10 million in the aggregate, or (B) in any series of related transactionstransactions during any 12-month period which results or would result in gross proceeds to him or them in excess of US$20 million in the aggregate, JM and/or JT, as the case may be, shall cause the selling Management member(s), as applicable, to give each Investor an opportunity to participate in such sale on a pro rata basis (each, a number “Pro Rata Share”) based on the ownership of Units representing at least 30% Ordinary Shares of any participating Investor, the Sponsor Members' aggregate Initial Equity Stakes (as defined selling Management member(s) and any other holder of Ordinary Shares participating in the LLC Agreement) to any Person Sale Offer (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "“Tag-Along Purchaser"Right”). At least twenty (20) days prior to making such sale, thenJM and/or JT, unless such transferring Sponsor Member(s) are entitled as the case may be, shall cause the applicable Management member to give and do give deliver a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice"“Sale Offer”) to each Investor. The Sale Offer shall state: set forth in reasonable detail (i) the maximum number of Units proposed Ordinary Shares to be Transferred (the "Tag-Along Securities"); purchased by such transferee, (ii) the purchase price per Unit Ordinary Share proposed to be sold or transferred, (iii) the "Tag-Along Price"proposed closing date and time of such sale or transfer, (iv) for the Tag-Along Securities number of Ordinary Shares owned by the applicable Management member(s) on the date of the Sale Offer and (iiiv) any other material terms and conditions of such sale, including the proposed transfer date sale. If, after delivery of any Sale Offer, any term set forth in clauses (which date will be within 60 business days after the termination i) through (v) of the Election Period preceding sentence should change in any material respect, JM and/or JT, as the case may be, shall cause the applicable member(s) of Management to deliver a revised Sale Offer incorporating such changed terms, and the provisions of this Section 8.3(a)(i) shall apply in all respects to such revised Sale Offer. Each Investor may exercise such Investor’s Tag-Along Right by delivering an irrevocable written notice to Management no later than ten (defined below)10) Business Days after receipt of the Sale Offer (or any revision thereof) setting forth the number of Ordinary Shares it elects to sell pursuant to the Sale Offer. If any Investor has elected to exercise their Tag-Along Right, JM and/or JT, as the case may be, shall cause the applicable member(s) of Management not to consummate any sale or transfer subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice Rights unless the third party transferee that is the subject of the Sale Offer shall concurrently purchase from each Investor the number of Ordinary Shares as shall equal such Investor’s Pro Rata Share, on the same date and at the price described in the Sale Offer. Subject to receipt of any necessary or advisable third party approvals or Permits, the closing of the sale shall occur as promptly as practicable; provided that if such closing has not occurred within sixty (each60) days of the Investor’s receipt of the Sale Offer (as it may have been revised), a "Tag-Along Manager"JM and/or JT, as the case may be, shall cause the applicable member(s) shall have of Management to provide five (5) days’ notice of such delay to each participating Investor and provide each such participating Investor with the right to sell to such Tag-Along Purchaser, withdraw from its participation upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to five (and obligated to5) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsdays’ notice.

Tag-Along Right. (a) If, In the event that at any time prior to a Qualified IPOthe fifth anniversary of the first Public Offering, one or more Sponsor Members propose to Transfer, in a single transaction Viewer (or a series Viewer Affiliate to whom Viewer has transferred any of related transactionsits shares of Common Stock, a number "Transfer Affiliate") proposes to sell for cash or any other consideration any shares of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) Stock owned by it to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) person (a "Tag-Along Proposed Purchaser"), thenin any transaction other than (i) a Public Offering or (ii) a sale to a Viewer Affiliate, unless Viewer (or such transferring Sponsor Member(sTransfer Affiliate) are entitled to give will notify the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, in writing (a "Sale Notice") of such proposed sale (a "Proposed Sale") and do give a Drag-Along the material terms of the Proposed Sale as of the date of the Sale Notice (as defined the "Material Terms") promptly, and in any event not less than 25 days prior to the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) consummation of the Sponsor Agreement, Proposed Sale and not more than 5 days after the Company shall first provide written notice to each execution of the Management Membersdefinitive agreement relating to the Proposed Sale, which notice if any (the "Tag-Along Sale Agreement"). If within 20 days of the receipt of the Sale Notice, Viewer (or such Transfer Affiliate) receives a written request (a "Sale Request") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are include Common Stock held by the transferring Sponsor Member. If Purchaser, the number of Units elected to be sold Purchaser's Estate or the Purchaser's Trust in the Proposed Sale, the Common Stock so held by the Tag-Along Managers Purchaser, the Purchaser's Estate or the Purchaser's Trust shall be so included as provided herein; provided, that only one such Sale Request may be delivered by the Purchaser or the Purchaser's Estate or the Purchaser's Trust, as the case may be, with respect to any single Proposed Sale for any Stock held by the Purchaser or the Purchaser's Estate or the Purchaser's Trust and provided, further, that any other individuals identified from time Sale Request shall be irrevocable unless (x) there shall be a material adverse change in the Material Terms or (y) otherwise mutually agreed to time on Exhibit A to in writing by the LLC Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, and Viewer (or such Transfer Affiliate). Promptly after the receipt of the Sale Request, Viewer (or such Transfer Affiliate) will furnish the Purchaser, the Purchaser's Estate or the Purchaser's Trust with a copy of the Sale Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsif any.

Tag-Along Right. (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person The Investors (other than a Transfer the JPMP Investors) shall have the right, exercisable upon written notice to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(sSeller within seven (7) are entitled to give and do give a Drag-Along Sale Business Days after receipt of the applicable Transfer Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "“Tag-Along Election Period”), to participate in the proposed Transfer by the Tag-Along Seller to an Independent Third Party (the “Tag-Along Transferee”) on the terms and conditions set forth in such Transfer Notice (such participation rights being hereinafter referred to as “Tag-Along Rights”). Any Investor that has not notified the Tag-Along Seller of its intent to exercise Tag-Along Rights within the Tag-Along Election Period shall be deemed to have elected not to exercise such Tag-Along Rights with respect to the sale contemplated by such Transfer Notice". Each other Investor may participate with respect to the Shares owned by such Investor (excluding any non-vested shares of Class A Common Stock so held) shall state: in an amount equal to the product obtained by multiplying (i) the maximum aggregate number of Units proposed to be Transferred Shares (excluding any non-vested shares of Class A Common Stock so held) owned by such other Investor on the "Tag-Along Securities"); date of the sale by (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed equal to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected Shares proposed to be sold by the Tag-Along Managers Seller and any other individuals identified from time to time on Exhibit A to the LLC Agreement, denominator of which is the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the aggregate number of Tag-Along Securities specified in Shares owned by the Tag-Along NoticeSeller (the “Eligible Shares”). If one or more other Investors elects not to include the maximum number of Eligible Shares in a proposed sale, the Tag-Along Seller shall give prompt notice to each other participating Investor (including the Tag-Along Seller) and such other participating Investors may sell in the proposed sale a number of additional Shares owned by any of them equal to their pro rata portion (based upon the aggregate number of Shares (excluding any non-vested shares of Class A Common Stock so held) owned by such Investor relative to the aggregate number of Shares (excluding any non-vested shares of Class A Common Stock so held) owned by all Investors) of the number of Shares eligible to be included in the proposed sale. Such additional Shares which any such Investor(s) proposes to sell shall not be included in the calculation of Eligible Shares of such Investor. To the extent that the total number of Shares proposed to be sold by the Tag-Along Seller and the number of Eligible Shares proposed to be sold by all of the other Investors collectively exceeds the number of Shares that the Tag-Along Transferee is willing to purchase, the number of Units being sold by each such seller shall be reduced such Shares that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant Seller and each other Investor proposes to this Section 2.04 shall effect sell will be reduced pro rata based upon the sale relative number of Shares that the Tag-Along Securities, Seller and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required each other Investor had proposed to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalssell.

Tag-Along Right. (a) If, If at any time prior or from time to a Qualified IPO, time after the date of this Agreement one or more Sponsor Members propose Common Holders (whether or not such shares are held separately or as part of Investment Units, the "Transferors") wish to Transfer, in a single one transaction or a series Series of related transactions, a number of Units representing at least 30% majority of the Sponsor Members' aggregate Initial Equity Stakes then issued and outstanding Common Stock (whether or not such shares of Common Stock are held separately or as defined in the LLC Agreementpart of Investment Units) to any Person or Persons who are not Affiliates of the Transferors (other than pursuant to an effective registration statement with respect to the shares of Common Stock to be transferred or as a Transfer result of a pledge of shares as security for a bona fide loan), such Transferors shall notify each other Common Holder holding Common Stock (and, if prior to a Permitted Transferee Separation Event, Investment Units) (the "Other Holders") and the Company, in writing, of such Transfer and its terms and conditions. Within 20 days of the date that such notice is deemed to have been given (as defined provided in the LLC AgreementSection 6(f) of any herein) to such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser")Other Holders, then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (Other Holders shall notify the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed Transferors if it elects to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of participate in such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals)Transfer. Each of the Management Members Other Holders that has been provided with so notifies the Tag-Along Notice Transferors shall be obligated to sell, at the same price and on the same terms as the Transferors, such number of shares of Common Stock (eachor, if prior to a "Tag-Along Manager"Separation Event, such number of shares of Common Stock or Investment Units, as the case may be) shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up equal to the aggregate number of Units which are held by shares of Common Stock (or, if prior to a Separation Event, such Tag-Along Manager number of shares of Common Stock or Investment Units, as the case may be) the third party actually proposes to purchase multiplied by a fraction, the numerator of which is shall be the aggregate number of Units proposed shares of Common Stock (or, if prior to be sold a Separation Event, such number of shares of Common Stock or Investment Units, as the case may be) owned by the transferring Sponsor Member as reflected in the Tag-Along Notice such Other Holder and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units shares of Common Stock (or, if prior to a Separation Event, such number of shares of Common Stock or Investment Units, as the case may be) held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale Transferors and the Tag-Along Manager(s) each Other Holder exercising their its rights pursuant to under this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals1(d).

Tag-Along Right. (a) If, If at any time prior to the consummation of a Qualified IPOPublic Offering a Preferred Member (the “Transferring Holder”) desires to Transfer its Units for value to a third party (other than Transfers pursuant to Section 10.2(a) through (d)) (the “Tag-Along Transferee”) in either of the following transactions: (i) a transaction, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30immediately following which the Transferring Holder holds less than 50% of the Sponsor Members' aggregate Initial Equity Stakes outstanding Common Units on an as converted basis (or less than 50% of the voting power of the outstanding equity securities of Viant on an as defined converted basis, as the case may be), or (ii) any transaction occurring after the transaction described in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"Section 10.4(a)(i), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreementeach case, the Company shall first provide written notice to each of Transferring Holder shall, promptly notify the Management Members, which notice other Members in writing (the "a “Tag-Along Notice"”) shall state: (i) specifying in such notice the maximum number identity of Units the proposed to be Transferred (the "Tag-Along Securities"); (ii) Transferee, the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such proposed sale, including the proposed transfer date and shall make effective arrangements (which date will shall be within 60 business days after a condition to any sale by such Transferring Holder) so that the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management other Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along NoticeTransferee (including, up without limitation, only for purposes of the calculations set forth in this Section 10.4(a) and without requiring any such actual conversion, assuming the conversion of all Preferred Units to be sold into Common Units so that the sale will be on an as-converted basis) at the same price per Common Unit and other terms and conditions as involved in such sale by the Transferring Holder, that number of Common Units that is equal to the aggregate product of (i) the total number of Common Units which are held (assuming the conversion of all Preferred Units to be sold into Common Units) to be purchased by such the Tag-Along Manager multiplied by Transferee and (ii) a fraction, the numerator of which is (a) the aggregate total number of Common Units proposed to be sold owned by the transferring Sponsor Member as reflected in the Members who elect to sell to such Tag-Along Notice Transferee and the denominator of which is (b) the total number sum of Units which are held by the transferring Sponsor Member. If (x) the number of Common Units elected owned by the Members who elect to sell to such Tag-Along Transferee and (y) the number of Common Units (assuming the conversion of all Preferred Units to be sold into Common Units) owned by the Transferring Holder immediately before the transaction. Each individual Member shall have the right to sell its pro rata portion of the Common Units collectively eligible to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any Members (other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(sTransferring Holder) pursuant to this Section 2.04(a) within 60 business days after the expiration of calculation set forth in the Election Period, subject to extension for any required regulatory approvalspreceding sentence.

Tag-Along Right. (a) If, In the event that at any time prior to a Qualified IPOthe fifth anniversary of the first Public Offering, Acquisition (or one or more Sponsor Members propose to Transfer, in a single transaction of its Affiliates or a series KKR Affiliate to whom Acquisition has previously transferred any of related transactionsits shares of Common Stock owned immediately following January 21, 1998, a number "Transfer Affiliate") proposes to sell for cash or any other consideration any shares of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) Common Stock owned by it to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) person (a "Tag-Along Proposed Purchaser"), thenin any transaction having such substance (including a merger) other than (i) a Public Offering or (ii) a sale to an Acquisition Affiliate or KKR Affiliate, unless Acquisition (or such transferring Sponsor Member(sTransfer Affiliate) are entitled to give will notify the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, in writing (a "Sale Notice") of such proposed sale (a "Proposed Sale") and do give a Drag-Along the material terms of the Proposed Sale as of the date of the Sale Notice (as defined the "Material Terms") promptly, and in any event not less than 15 days prior to the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) consummation of the Sponsor Agreement, Proposed Sale and not more than 5 days after the Company shall first provide written notice to each execution of the Management Membersdefinitive agreement relating to the Proposed Sale, which notice if any (the "Tag-Along Sale Agreement"). If within 10 days of the receipt of the Sale Notice, Acquisition (or such Transfer Affiliate) receives a written request (a "Sale Request") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are include Stock held by the transferring Sponsor Member. If Purchaser, the number of Units elected to be sold Purchaser's Estate or the Purchaser's Trust in the Proposed Sale, the Stock so held by the Tag-Along Managers Purchaser, the Purchaser's Estate or the Purchaser's Trust shall be so included as provided herein; PROVIDED, HOWEVER, that only one such Sale Request may be delivered by the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, with respect to any Proposed Sale for all Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust; and PROVIDED, FURTHER, that any other individuals identified from time Sale Request shall be irrevocable unless (x) there shall be a material adverse change in the Material Terms or (y) otherwise mutually agreed to time on Exhibit A to in writing by the LLC Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, and Acquisition (or such Transfer Affiliate). Promptly after the receipt of the Sale Request, Acquisition (or such Transfer Affiliate) will furnish the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, with a copy of the Sale Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsif any.

Tag-Along Right. Until such time as Experian ceases to be a member of FARES, if First American and/or any of its subsidiaries (aother than FARES and its subsidiaries) If, at any time prior (the “Tag Along Parties”) proposes to a Qualified IPO, one or more Sponsor Members propose to Transfer, sell in a single transaction or a series of related transactionstransactions any shares of First Advantage (which for purposes of this Section 6, a number shall mean, after the Short-Form Merger (as defined in that certain consent, dated October 2, 2009, by and between First American and Experian (the “Experian Consent”), the surviving corporation of Units representing at least 30such Short-Form Merger), which constitutes not less than 5% of the Sponsor Members' aggregate Initial Equity Stakes then issued and outstanding capital stock of First Advantage, to a person or entity who is not a direct or indirect subsidiary of First American (including within its subsidiaries, FARES or a direct or indirect subsidiary of FARES) (such purchaser, the “Tag Along Purchaser,” and such transaction, the “Tag Along Transaction”), Experian shall have the right to cause Newco and FARES to make Distributions (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee Experian Consent), such that the percentage of the Experian Allocable Securities (as defined in the LLC AgreementExperian Consent) received by Experian in the Distributions equals the percentage that the shares of First Advantage being sold collectively by the Tag Along Parties in the Tag Along Transaction represents of the total shares of First Advantage held by all of the Tag Along Parties. The effectiveness of any such Sponsor Member Distributions shall be contingent on the consummation of the Tag Along Transaction. The Tag Along Parties shall cause the Tag Along Purchaser to purchase all, but not less than all, of the voting securities of First Advantage received, or to be received, by Experian pursuant to such Distributions (such right, the “Tag Along Right”; such securities, the “Tag Along Securities”). If Experian exercises the Tag Along Right, the Tag Along Parties shall require that the Tag Along Purchaser make an offer (the “Tag Along Offer”) in writing (containing reasonable detail regarding the material terms of the proposed Tag Along Transaction) to Experian to purchase the Tag Along Securities (such Tag Along Offer to be open for acceptance by Experian for a period of not less than fourteen (14) days) at the same per security price as that offered to the Tag Along Parties, and other otherwise subject to the same conditions as the Tag Along Transaction. The consideration for the Tag Along Securities shall be payable in cash or in the same form as that offered by the Tag Along Purchaser to the Tag Along Parties in full without set off within a reasonable period of time of acceptance of the Tag Along Offer by Experian but in any event no later than a Transfer in accordance with thirty (30) days after such acceptance. Pending such payment, the Registration Rights Agreement and other than Tag Along Parties shall not be entitled to another Sponsor Member) (a "Tag-transfer any shares of First Advantage to the Tag Along Purchaser"), then, unless . If Experian does not accept the Tag Along Offer within such transferring Sponsor Member(s) are entitled to give and do give a Dragfourteen-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreementday period, the Company shall first provide written notice Tag Along Parties may transfer the shares of First Advantage held by them to each of the Management MembersTag Along Purchaser on price, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities payment and (iii) any other material liquidity terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms no more favorable than those set forth in the TagTag Along Offer at any time after the close of such fourteen-Along Notice, up day period but prior to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member90th day thereafter. If the number of Units elected Tag Along Purchaser fails or refuses to be sold by the Tag-make a Tag Along Managers and any other individuals identified from time Offer to time on Exhibit A to the LLC AgreementExperian, as a provided above, the transferring Sponsor Member and Tag Along Parties shall not transfer any other Sponsor Members electing shares of First Advantage to participate in such sale is greater than the number of Tag-Tag Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsPurchaser.”;

Tag-Along Right. (a) IfIn the event that any Xxxxx Holder or any of its Affiliates (each in such capacity, at any time prior a “Xxxxx Transferor”) proposes to Transfer (other than in an Exempt Transfer), in one transaction or a Qualified IPOSeries of Related Transactions (as defined below), Voting Stock that would result in one or more Sponsor Members propose third parties (the “Purchaser”) acquiring (after giving effect to Transfer, the conversion of Series C Preferred Stock being sold into Class A Common Stock; it being understood that all references to the number or percentage of shares of Voting Stock in a single transaction or a series of related transactions, a number of Units representing at least 30% this Section 2 shall be determined on an as-converted basis and shall therefore assume that all of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer Series C Preferred Stock have been converted into Class A Common Stock in accordance with the Registration Rights Agreement and other terms of the Certificate of Designations for the Series C Preferred Stock) from the Xxxxx Transferors in such transaction (or Series of Related Transactions) more than to another Sponsor Member) 30% (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a“Tag Trigger Percentage”) of the Sponsor Agreementvoting power of all Voting Stock then outstanding (a “Tag Sale”), then such Xxxxx Transferor shall give the GSL Holders (each a “Tag Party”) a written notice (such notice, as it may be updated before the deadline to respond in accordance with this Section 2, the Company shall first provide written notice “Tag Notice”) of such Tag Sale prior to each or within ten (10) Business Days after the execution and delivery of the Management Membersdefinitive agreement entered into providing for such Tag Sale (and in all cases no later than five (5) Business Days prior to the closing of such Tag Sale), which notice (the "Tag-Along Notice") Tag Notice shall statespecify in reasonable detail: (iA) the maximum total number of Units proposed shares of Voting Stock to be Transferred to the Purchaser, (the "Tag-Along Securities"); (iiB) the purchase price aggregate and per Unit share (on an as-converted basis) consideration and the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such salethe Tag Sale, including the proposed transfer date a reasonably detailed description (which shall include supporting materials) of any non-cash consideration, (C) the identity of the Purchaser, (D) a copy of the agreement (or if a definitive agreement is not reached, a near-final form thereof) executed or to be executed in connection with such Tag Sale, (E) the expected date on which the Tag Sale will be within 60 business days after the termination of the Election Period consummated and (defined below), subject to extension for any required regulatory approvals). Each of the Management Members F) that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") each such Tag Party shall have the right (the “Tag Right”) to elect to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate a number of Units which are shares of Voting Stock (with respect to each GSL Holder, such maximum number of shares of Voting Stock permitted to be requested for inclusion therein, the “Tag Threshold”) equal to the product of the total number of shares of Voting Stock held by such Tag-Along Manager Tag Party multiplied by a fraction, the numerator of which is the aggregate number of Units proposed shares of Voting Stock (on an as-converted basis) the Xxxxx Transferor proposes to be sold by Transfer to the transferring Sponsor Member as reflected Purchaser in the Tag-Along Notice Tag Sale, and the denominator of which is the total aggregate number of Units which are shares of Voting Stock (on an as-converted basis) then collectively held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers Xxxxx Holders and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsits Affiliates.

Tag-Along Right. (a) If, at any time prior Prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes Expiration Date (as defined in the LLC AgreementSection 1(e) to any Person (other than a Transfer to a Permitted Transferee below), each Holder (as defined in the LLC Agreementbelow) that executes and delivers a counterpart of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights this Agreement and other than to another Sponsor Member) (a each an "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along ManagerINITIAL HOLDER") shall have the right (the "TAG-ALONG RIGHT") to sell require Cerberus to cause any third party (the "THIRD PARTY PURCHASER") who proposes to purchase from Cerberus (or any of its affiliates or any accounts managed by Cerberus after which purchase Cerberus shall cease to have the power to exercise control of the shares of Common Stock so transferred) in one or a series of related transactions beneficial ownership to at least 750,000 shares of Common Stock acquired by Cerberus under the POR (as adjusted for any stock split, stock dividend, subdivision, reissuance, reclassification or other adjustment to the Common Stock held by Cerberus) (such sale, a "TAG-ALONG SALE") to purchase from such Initial Holder up to the number of whole Exercised Shares (as defined in Section 1(c) below and rounded to avoid fractional shares) equal to the number (the "WARRANTHOLDER'S PORTION") derived by multiplying the total number of shares of Common Stock subject to the Warrant(s) initially distributed to such Initial Holder exercising a Tag-Along Purchaser, upon the terms set forth in Right and held by such Initial Holder prior to the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied Sale (whether through unexercised Warrants or through Exercised Shares (as defined in Section 1(c) below)) by a fraction, the numerator of which is the aggregate number of Units shares of Common Stock proposed to be sold purchased by the transferring Sponsor Member as reflected Third Party Purchaser in the Tag-Tag- Along Notice Sale and the denominator of which is the sum of (x) the total number of Units which are shares of Common Stock held by Cerberus, (y) the transferring Sponsor Member. If the total number of Units elected shares of Common Stock issuable upon exercise of all of the unexercised Warrants and the total number of Exercised Shares, in each case, held by all of the Initial Holders prior to be sold by the Tag-Along Managers Sale and any other individuals identified from time to time on Exhibit A to (z) if Xxxxxxx & Marsal, Inc. or its affiliates (collectively, "A&M") have the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing right to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along NoticeSale, the total number of Units being sold shares of Common Stock issuable to A&M upon the exercise of all stock options, rights or warrants held by A&M, in each case on a fully diluted basis, assuming the exercise in full of all such seller Warrants, options and other rights outstanding. The purchase price for any Exercised Shares purchased from the Initial Holders pursuant to this Section 1 shall be reduced at the same price per share and the sale shall also be made upon the same terms and conditions as such proposed transfer by Cerberus (the "TRANSFER TERMS"). As used in this Agreement, "Holder" shall mean only those holders of Senior Subordinated Note Claims (i) that are holders of Senior Subordinated Note Claims as of January 31, 1997 (the applicable seller "Record Date") and (ii) that have provided evidence reasonably satisfactory to the Warrant Agent that they were holders of Senior Subordinated Note Claims as of the Record Date. No other holders of Senior Subordinated Note Claims or Warrants shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their any rights pursuant to under this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsAgreement.

Tag-Along Right. (ai) IfEach of the Holders hereby agrees that if any Major Holder (each, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transferan “Initiating Tag Holder”) shall, in a single any one transaction or a any series of related transactionstransactions (except any Underwritten Offering), a number of Units representing at least 30% directly or indirectly, propose to Transfer greater than fifty percent (50%) of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) Fully Diluted Common Shares then owned by such Initiating Tag Holder to any Person (Person, other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) an Initiating Tag Holder (a "“Tag-Along Purchaser"Transaction”), then, unless such transferring Sponsor Member(sthe Initiating Tag Holders (or a designated representative acting on their behalf) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide deliver written notice to each of the Management Members, which notice (the "a “Tag-Along Notice"”) shall state: to (iA) the maximum number any Holder with a Holder Ownership Percentage of Units proposed to be Transferred at least five percent (5%) or (B) any Initial Secured Creditor (the "“Tag-Along Securities"); Rightholders”) and the Company, in accordance with Section 7.1, at least thirty (ii30) Business Days prior to the purchase price per Unit (the "consummation of such Tag-Along Price") for Transaction, offering the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including Rightholders the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject opportunity to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to participate in such Tag-Along Purchaser, upon Transaction on the terms and conditions set forth in the Tag-Along Notice, up Notice (which terms and conditions shall be substantially the same as those terms and conditions applicable to the aggregate Initiating Tag Holders, except as to the number of Units which are held by such shares of Common Stock and/or Preferred Stock proposed to be sold) and otherwise complying with the requirements of Applicable Law, if any; provided, however, that, for the avoidance of doubt, the provisions of this Section 4.6(i) shall not apply to any Underwritten Offering. The Tag-Along Manager multiplied by Notice shall contain a fraction, general description of the numerator material terms and conditions of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and Transaction, including the denominator identity of which is the parties to the proposed Tag-Along Transaction, the total number of Units which are held shares of Common Stock and/or Preferred Stock proposed to be sold, the proposed amount and form of consideration and whether any termination fee, break-up fee or similar fee would be payable by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale Initiating Tag Holders and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of Rightholders if the Tag-Along SecuritiesTransaction is not consummated (and the amount of any such termination fee, break-up fee or similar fee), and a copy of any acquisition agreement entered into in connection with such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsTransaction.

Tag-Along Right. (a) If, at In the event of a proposed Transfer of Equity Securities by a Stockholder or any time prior to a Qualified IPO, one or more Sponsor Members propose to Transferof its Affiliates representing, in a single the case of any Investor or its Affiliates, in one transaction or a series of related transactions, a number of Units representing at least 30greater than 5% of the Sponsor Members' aggregate Initial issued and outstanding Equity Stakes Securities (as defined in the LLC Agreement) to any Person a “Transferring Stockholder”), each Stockholder (other than a Transfer the Transferring Stockholder) shall have the right to a Permitted Transferee (participate on the same terms and conditions and for the same per share consideration as defined the Transferring Stockholder in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with (the Registration Rights Agreement and other than to another Sponsor Member) (a "“Tag-Along Purchaser"Transfer”) in the manner set forth in this Section 3.4. Prior to any such Transfer, the Transferring Stockholder shall deliver to the Company prompt written notice (the “Transfer Notice”), thenwhich the Company will forward to the Stockholders within five days after receipt thereof (other than the Transferring Stockholder, unless such transferring Sponsor Member(s) are entitled to give and do give a Dragthe “Tag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management MembersParticipants”), which notice (the "Tag-Along Notice") shall state: state (i) the maximum name of the proposed Transferee, (ii) the number of Units Equity Securities proposed to be Transferred (the "Tag-Along “Transferred Securities"”); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and , (iii) the proposed purchase price therefor, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of such salethe proposed Transfer, including the proposed transfer Transfer date (which date will may not be within 60 business less than 30 days after the termination delivery of the Election Period (defined below), subject to extension for any required regulatory approvalsTransfer Notice). Such notice shall be accompanied by a written offer from the proposed Transferee to purchase the Transferred Securities. Each of the Management Members that has been provided with the Tag-Along Participant may Transfer to the proposed Transferee identified in the Transfer Notice (each, a "Tag-Along Manager") shall have the right to sell to their Pro Rata Portion of such Tag-Along Purchaser, upon Participant’s Equity Securities by giving written notice (the terms set forth in the “Tag-Along Acceptance Notice”) to the Company (which shall forward such notice to the other Tag-Along Participants within five days) and to the Transferring Stockholder within ten days after receipt of the Transfer Notice, up which notice shall state that such Tag-Along Participant irrevocably elects to exercise its tag-along rights under this Section 3.4 and shall state the aggregate maximum number of Units which are held shares sought to be Transferred by such Tag-Along Manager multiplied by a fraction, Participant. In the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the event any such Tag-Along Notice Participant elects to exercise its tag-along rights with respect to less than all of its Pro Rata Portion (such remaining securities, the “Section 3.4 Non-Electing Shares”), the Transferring Stockholder and each Tag Along Participant who has elected to exercise its tag-along rights with respect to an amount in excess of its Pro Rata Portion shall be entitled to sell a portion of the denominator Section 3.4 Non-Electing Shares equal to the product of which is (i) the total number of Units which are held Section 3.4 Non-Electing Shares and (ii) the fraction determined by the transferring Sponsor Member. If dividing (x) the number of Units elected Equity Securities of the same type as the Transferred Securities beneficially owned by such Tag Along Participant or the Transferring Stockholder, as the case may be, by (y) the total number of Equity Securities of the same type as the Transferred Securities beneficially owned by all of the Stockholders who have delivered a Tag-Along Acceptance Notice with respect to such Transfer Notice and whose Tag-Along Acceptance Notice specified a desire to sell an amount of the Transferred Securities in excess of such Tag Along Participant’s Pro Rata Portion and beneficially owned by the Transferring Stockholder. If such allocation does not result in the allocation of all of the Section 3.4 Non-Electing Shares, the remaining such shares shall be allocated among any remaining Tag Along Participants who have not yet been allocated the maximum number of Transferred Securities set forth in their respective Offer Notices, pro rata on a similar basis. Each Tag-Along Participant shall be deemed to have waived its tag-along rights hereunder if it either fails to give notice within the prescribed time period or if such Tag-Along Participant purchases Equity Securities in exercising its right of first refusal pursuant to Section 3.3. The proposed Transferee of Transferred Securities will not be obligated to purchase a number of Equity Securities exceeding that set forth in the Transfer Notice and in the event such Transferee elects to purchase less than all of the additional Equity Securities sought to be sold Transferred by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along NoticeParticipants, the number of Units being sold Equity Securities to be Transferred by the Transferring Stockholder and each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(sParticipant shall be reduced by recalculating the allocation set forth in this Section 3.4(a) shall sell the assuming such smaller number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsTransferred Securities.

Tag-Along Right. (a) IfSubject to and without limiting Section 5.1, at after the Closing Date, in the event any time prior to Stockholder(s) (each in its capacity as such, a Qualified IPO“Tag-Along Transferor”), one individually or more Sponsor Members together with other Stockholders, propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% Equity Securities constituting, in the aggregate, ten percent (10%) or more of the Sponsor Members' aggregate Initial then issued and outstanding Equity Stakes (as defined in Securities of the LLC Agreement) to any Person Company (other than a Transfer pursuant to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Memberan Exempted Transfer) (a "the “Tag-Along Purchaser"Transaction”), then, unless such transferring Sponsor Member(s) are entitled to give and do give a DragTag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company Transferor shall first provide deliver a written notice to each of the Management Members, which notice (the "“Tag-Along Notice"”) shall state: to each other Stockholder that holds a class of Equity Securities proposed to be sold in such Tag-Along Transaction (ieach, in respect of such class, a “Tag-Along Offeree”) at least twenty (20) days prior to consummating such Tag-Along Transaction, specifying the maximum identity of the prospective Transferee(s), the number of Units proposed the Tag-Along Transferor’s Equity Securities of such class to be Transferred (with respect to a particular class, the "“Tag-Along Securities"”); , a summary in reasonable detail of the material terms and conditions of the Transfer and a copy of any form of agreement proposed to be executed in connection therewith (ii) if available at the purchase price per Unit (time the "Tag-Along Price"Notice is delivered). Each Tag-Along Offeree may elect to participate in the contemplated Transfer on the same terms and conditions applicable to such class by delivering written notice to the Tag-Along Transferor within fifteen (15) days after delivery of the Tag-Along Notice, which notice shall specify the number of Equity Securities of the affected class that such Tag-Along Offeree desires to include in such proposed Transfer; provided that such number of Equity Securities shall not exceed the Tag-Along Pro Rata Share for such class. If the Tag-Along Offerees fail to elect to include in a Tag-Along Transaction all of their Tag‑Along Pro Rata Share, then the other Tag-Along Offerees may elect to increase (on a pro rata basis) their respective Tag-Along Pro Rata Share by the portion of the Tag-Along Offerees’ Tag-Along Pro Rata Share that they elected not to include, within five (5) Business Days following the expiration of such fifteen (15)-day period after delivery of the Tag‑Along Notice (the “Tag Offer Period”). If any Tag-Along Offeree does not give such notice prior to the expiration of the Tag Offer Period, then the Tag-Along Transferor may Transfer the Tag-Along Securities and (iii) to any other material Person on terms and conditions of such sale, including that are not materially more favorable to the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms Tag‑Along Transferor than those set forth in the Tag-Along NoticeNotice at any time within one hundred and fifty (150) days after expiration of the Tag Offer Period (provided that if any governmental or other third party approval is required with respect to such Transfer, up to the aggregate number of Units which then such period shall be extended until a reasonable time after such approvals are held by such obtained). Any Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold Securities not Transferred by the Tag-Along Managers Transferor during such one hundred and any other individuals identified from time to time on Exhibit A fifty (150)-day period (as such period may be extended pursuant to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller immediately preceding sentence) shall again be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller subject to the total number provisions of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities5.2 prior to any subsequent Transfer. As used herein, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.“

Tag-Along Right. (a) If, at any time prior to an Initial Public Offering, (i) a Qualified IPOParent Tag-Along Notice is delivered or (ii) in connection with a Transfer by the Parent Stockholders to a Third-Party Purchaser of Shares that, one as to this clause (ii) only and together with Shares previously Transferred, represent five percent (5%) or more Sponsor Members propose of the Shares held by the Parent as of the date hereof (each, a “Tag-Along Sale”), the Management Stockholders shall have the right (but not the obligation) (such right, the “Tag-Along Right”) to Transferrequire the Parent Stockholders (or the Members) to cause the Third-Party Purchaser to purchase (A) if the Tag-Along Sale is not effected pursuant to a Parent Tag-Along Sale, as to each Management Stockholder other than the Phantom Stockholders (solely in a single transaction or a series of related transactionstheir capacity as such), a number of Units representing at least 30% shares of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer Common Stock determined in accordance with Section 2.6(b), (B) if the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"Sale is effected pursuant to a Parent Tag-Along Sale, (x) as to each Management Stockholder other than the Chairman and the Phantom Stockholders (solely in their capacity as such), thenthe number of shares of Common Stock determined in accordance with Section 2.6(b) and (y) as to the Chairman, unless the Chairman Transfer Amount, and (C) as to the Phantom Stockholders (solely in their capacity as such), the number of shares of Common Stock to be issued to settle a Phantom Stock award immediately prior to and as a result of such transferring Sponsor Member(s) are entitled to give and do give a DragTag-Along Sale Notice (as defined computed in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to accordance with Section 2.04(a6(b) of the Sponsor AgreementPhantom Stock Plan. Prior to completing a Tag-Along Sale, the Company Parent Stockholders shall first provide no less than fifteen (15) calendar days’ (and shall use commercially reasonable efforts to provide thirty (30) calendar days’) prior written notice to each of the Management Members, which notice Stockholders (the "“Tag-Along Notice"”) shall state: setting forth (i1) the maximum number of Units Shares of the Parent Stockholders (or the Parent Transfer Units) proposed to be Transferred Transferred, (the "Tag-Along Securities"); (ii2) the proposed purchase price per Unit to be paid by the Third Party Purchaser for the Shares to be Transferred and (3) the "Tag-Along Price") for other principal terms of the Tag-Along Securities and Sale. No later than fourteen (iii14) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business calendar days after the termination delivery of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up each Management Stockholder may exercise the Tag-Along Right by delivering to the aggregate Parent Stockholders written notice of his or her irrevocable agreement to participate in the proposed Transfer on the terms and conditions provided for in this Section 2.4 (the “Tag-Along Exercise Notice”). If applicable, the number of Units which are held Shares proposed to be Transferred to the Third-Party Purchaser by the Parent Stockholders shall be reduced by the number of Shares to be Transferred by the Management Stockholders. The failure of any of the Management Stockholders to deliver the Tag-Along Exercise Notice within the period described above shall be deemed to be a waiver by such Management Stockholder of such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to Right under this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals2.4.

Tag-Along Right. (a) If, a. In the event that at any time prior to the fifth anniversary of a Qualified IPOPublic Offering, one the Sponsors or more a Sponsor Members propose Affiliate to Transferwhom a Sponsor has transferred any of its Shares (a “Transfer Affiliate”) proposes to transfer for value any Shares owned by it to any person (a “Proposed Purchaser”), in any transaction other than (i) a single transaction Public Offering; (ii) from and after the initial firm commitment underwritten Public Offering, pursuant to Rule 144 or a series block sale to a financial institution in the ordinary course of related transactionsits trading business; provided, that Section 3 and 4 shall no longer apply with respect to a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) Shares equal to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed Shares the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, would have been entitled to be Transferred (sell in such sale pursuant to the "Tag-Along Securities"); first sentence of Section 8(b) other than due to the provisions of this clause (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and ), (iii) any a distribution, dividend or other transfer of Shares by Luxco to its shareholders, by way of liquidation or otherwise; provided, that such shareholders become parties to this Agreement, in the capacity of a Sponsor, or (iv) a sale to a Sponsor Affiliate, the Sponsor (or such Transfer Affiliate) will notify the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, in writing (a “Sale Notice”) of such proposed sale (a “Proposed Sale”) and the material terms of the Proposed Sale as of the date of the Sale Notice (the “Material Terms”) promptly and conditions of such sale, including in any event not less than 25 days prior to the proposed transfer date (which date will be within 60 business Proposed Sale and not more than 5 days after the termination execution of the Election Period definitive agreement relating to the Proposed Sale, if any (defined below), subject to extension for any required regulatory approvalsthe “Sale Agreement”). Each If within 20 business days of the Management Members that has been provided with date of receipt of the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Sale Notice, up the Sponsor (or such Transfer Affiliate) receives a written request (a “Sale Request”) to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are include Shares held by the transferring Sponsor Member. If Purchaser, the number of Units elected to be sold Purchaser’s Estate or the Purchaser’s Trust in the Proposed Sale, the Shares so held by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC AgreementPurchaser, the transferring Sponsor Member Purchaser’s Estate or the Purchaser’s Trust, not to exceed the amount provided in Section 8(b) below, shall be so included as provided herein; provided, that only one such Sale Request may be delivered by the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust, as the case may be, with respect to any single Proposed Sale for any Shares held by the Purchaser or the Purchaser’s Estate or the Purchaser’s Trust; and provided, further, that any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified Sale Request shall be irrevocable unless (x) there shall be a material adverse change in the Tag-Along NoticeMaterial Terms or (y) otherwise mutually agreed to in writing by the Purchaser, the number of Units being sold by each Purchaser’s Estate or the Purchaser’s Trust, as the case may be, and Sponsor (or such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellersTransfer Affiliate). The transferring Sponsor Member(s)Promptly after the receipt of the Sale Request, the Sponsor Members electing to participate in (or such sale and Transfer Affiliate) will furnish the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect Purchaser, the sale Purchaser’s Estate or the Purchaser’s Trust with a copy of the Tag-Along SecuritiesSale Agreement, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.if any. Name – Management Shareholders Agrement

Tag-Along Right. (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) With respect to any Person (proposed transfer, sale or other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice disposition (each, a "“proposed transfer”) of Shares by the Principals to a person (such other person being hereinafter referred to as the “proposed purchaser” each Tag-Along Manager") Investor shall each, have the right (the “Tag-Along, Right”) to sell require the proposed purchaser to purchase all or any portion of such Tag-Along Purchaser, upon Investor’s Pro Rata Allocation (hereinafter defined) of the terms set forth in Shares proposed to be transferred simultaneously with consummating the proposed transfer. A Tag-Along Notice, up Investor’s “Pro Rata Allocation” of the Shares proposed to be transferred shall equal the aggregate total number of Units which are held by such Tag-Along Manager Shares proposed to be transferred, multiplied by a fraction, the numerator of which is the aggregate total number of Units proposed to be sold Shares held by the transferring Sponsor Member as reflected in the such Tag-Along Notice Investor, and the denominator of which is the total number of Units which are Shares held by the transferring Sponsor Member. If the number of Units elected to be sold by the all Tag-Along Managers Investors and any other individuals identified the Principal(s) proposing to transfer Shares in the proposed transfer. Any Shares purchased from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in Investors pursuant to this Section 2 shall be purchased at the same price per share and upon terms and conditions no less favorable as such proposed transfer by the Principal(s), it being agreed, however, that (i) any Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller Investor shall be entitled to elect to be paid in cash in lieu of receiving any non-cash consideration (and obligated to) sell only their pro rata share the amount of Units (such cash to be determined based on the aggregate number fair market value by an investment banking firm (or, if an investment banking firm is generally not qualified to render such a determination, by an appraisal firm) of Units held by recognized national standing), and (ii) such seller terms and conditions shall not include the making of any representations and warranties, indemnities or other similar agreements other than representations and warranties with respect to title of the total number of Units held by all of Shares being sold and authority to sell such electing sellersShares and indemnities related thereto (“Title Representations”). The transferring Sponsor Member(s)Principals shall, the Sponsor Members electing not less than 20 nor more than 60 days prior to participate in such sale and the each proposed transfer, notify, or cause to be notified, each Tag-Along Manager(sInvestor in writing of each such proposed transfer. Such notice (the “Transfer Notice”) exercising their rights pursuant shall set forth: (i) the name of the transferor and the number and description of Shares proposed to this Section 2.04 shall effect be transferred, (ii) the sale name and address of the proposed purchaser(s), (iii) the proposed amount and form of consideration and terms and conditions of payment offered by such proposed purchaser(s), (iv) each Tag-Along Investor’s Pro Rata Allocation of the Shares proposed to be transferred, and (v) that the proposed purchaser has been informed of the Tag-Along SecuritiesRight provided for in this Section 2 and has agreed to purchase Shares in accordance with the terms hereof. Each of the Principals hereby agrees not to transfer any Shares indirectly in a manner that would be inconsistent with the essential intent of this Section 2. For purposes of this Section 2, and any transfer of an equity interest of an entity that was formed for the purpose of acquiring Shares shall be deemed to be a transfer of such portion of the Shares, as applicable, owned by such entity as corresponds to the portion of the equity of such entity that has been so transferred, including, but not limited to, Xxxx Xxxxxxxxx’x membership interest in 123; provided, however, that this Section 2 shall not apply to any transfer, sale or other disposition, directly or indirectly, of Shares issuable upon the exercise of options, or to the options themselves, contributed to 123 by Xxxxx Xxxxxx or Xxxxxx Xxxxxxx. The Tag-Along Right may be exercised by any Tag-Along Investor by delivery of a written notice to the Principal(s) proposing to sell Shares (the “Tag-Along Notice”) within 10 business days following its receipt of the Transfer Notice. The Tag-Along Notice shall state the number of Shares (in each case, ‘Tag-Along Shares”) that such Tag-Along Manager(s) shall sell Investor proposes to include in such transfer to the proposed purchaser, which number of Shares shall not exceed such Tag-Along Securities required Investor’s Pro Rata Allocation of the Shares proposed to be sold transferred. Delivery of the Tag-Along Notice by any Tag-Along Investor shall constitute an agreement by such Tag-Along Manager(sInvestor to sell, on the terms and conditions specified in the Transfer Notice, the Tag-Along Shares to the proposed purchaser specified in the Transfer Notice. In the event that the proposed purchaser does not purchase the Tag-Along Shares from the Tag-Along Investors on the same terms and conditions as specified in the Transfer Notice, then the Principal(s) pursuant shall not be permitted to this Section 2.04(asell any Shares to the proposed purchaser in the proposed transfer. If no Tag-Along Notice is received during the 10-business day period referred to above, the Principal(s) within 60 business days after shall have the right thereafter, prior to the expiration of 90 days from the Election Perioddate of the Transfer Notice, to transfer the Shares specified in the Transfer Notice (or a portion thereof) on terms and conditions no more favorable than those stated in the Transfer Notice and in accordance with the provisions of this Section 2. Any Related Party who was a purchaser or other transferee of Shares pursuant to a transaction that was subject to extension the provisions of this Section 2 shall execute a counterpart to this Agreement and shall thereafter be treated as a Principal for all purposes under this Agreement. The Company agrees not to effect any required regulatory approvalstransfer of Shares by any Investor, and to instruct the transfer agent for the Common Stock not to effect any such transfer of Shares, until the Company and each such transfer agent have received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, and all other requirements of this Section 2 have been complied with. The provisions of this Section 2 shall not apply to (i) a sale to the public pursuant to Rule 144 or an effective registration statement, (ii) any transfer of Shares the consideration paid with respect to which is no greater than the original cost of such Shares; provided that such transfer is from one or more Principals to one or more other Principals or their respective Related Parties; provided, further, that all such transfers to other Principals or such Principals’ respective Related Party shall not exceed 10% of the issued and outstanding Shares held by a Principal, (iii) the contribution of Shares by Xxxx Xxxxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxx into 123 (iv) the sale of shares by 123 attributable to Xxxx Xxxxxxxxx or Xxxxx Xxxxxx in connection with the Private Placement or (v) the transfer, sale or other disposition, directly or indirectly, of Shares issuable upon the exercise of options, or the options themselves, contributed to 123 by Xxxxx Xxxxxx or Xxxxxx Xxxxxxx.

Tag-Along Right. (a) If, If at any time prior to a Qualified IPO, one or Capital Members owning Participating Percentages aggregating more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% than fifty percent (50%) of the Sponsor Participating Percentages of all Capital Members ("Controlling Members' aggregate Initial Equity Stakes (as defined ") shall desire to sell or transfer a majority of their Participating Percentages in the LLC Agreement) Company to any Person third party (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any Transferee), such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) Controlling Members shall first give written notice thereof (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: to each of the other Members (i"Minority Members") specifying the maximum number of Units proposed Participating Percentages to be Transferred (sold and the "Tag-Along Securities"); (ii) price and terms of such sale. Each Minority Member may elect to participate in any such transaction as an additional selling or transferring Member on the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up by delivering a written notice thereof (a "Tag-Along Election Notice") to the aggregate number Controlling Members within fifteen (15) days after such Minority Member’s receipt of Units which are held by such Tag-Along Manager Notice, thereby electing to sell or transfer in such transaction any portion of his interest in the Company specified in the Tag-Along Election Notice which is less than or equal to (i) the aggregate Participating Percentage which the Controlling Members propose to transfer in such transaction, multiplied by (ii) a fraction, the numerator of which is the aggregate number of Units proposed to be sold Participating Percentage owned by the transferring Sponsor Member as reflected in the Tag-Along Notice such Minority Member, and the denominator of which is the total number of Units which are held aggregate Participating Percentage owned by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers Controlling Members and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor all Minority Members electing to participate in such sale is greater than transaction. To the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller extent that Minority Members shall be reduced such that the applicable seller shall be entitled elect to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights or transfer membership interests pursuant to this Section 2.04 shall effect 13.1, the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required aggregate Participating Percentage to be sold or transferred to such third party by such Tag-Along Manager(s) the Controlling Members and the Minority Members shall remain constant. In the event any Minority Member elects to sell and transfer his interest in the Company pursuant to this Section 2.04(a) within 60 business days after the expiration 13.1, such Minority Member hereby irrevocably appoints each of the Election PeriodControlling Members, subject each with full power to extension for act alone, as such Minority Member’s agent and attorney-in-fact to execute and deliver any required regulatory approvalsand all documents and instruments reasonably necessary in connection the sale and transfer of the membership interests of such Minority Member.

Tag-Along Right. (a) If, at any time prior to a Qualified IPOthe termination of this Agreement, one or more Sponsor Members the Xxxxxxx Affiliates propose to Transfer, sell in a single one transaction or in any of a series of related transactionstransactions to a single purchaser (including such purchaser's Affiliates, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person ("Control Buyer"), other than a Transfer Xxxxxxx Affiliate or other than pursuant to a Permitted Transferee (as defined in registration statement under the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units Securities Act or pursuant to Section 2.04(aRule 144 thereunder, shares of Stock which, together with all other shares of Stock sold or to be sold to such Control Buyer in such transaction or series of transactions, equals or exceeds fifty percent (50%) of the Sponsor Agreementoutstanding Stock of the Company on a fully diluted basis, the Company Xxxxxxx Affiliates shall first provide so notify the Management Stockholders, describing in such notification the material terms of such proposed sale. Each Management Stockholder shall have the option, exercisable by written notice to each of the Management Members, which notice Xxxxxxx Affiliates within ten (the "Tag-Along Notice"10) shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of Xxxxxxx Affiliates notify the Management Members Stockholders of their intention to effect such a sale, to require the Xxxxxxx Affiliates to provide as part of their proposed sale that has been provided with the Tag-Along Notice each electing Management Stockholder (each, a "Tag-Along ManagerSeller") shall have be given the right to sell participate, PRO RATA in proportion to such Tag-Along Purchaserthe respective numbers of shares of Stock owned by the Xxxxxxx Affiliates, upon the terms set forth in the Tag-Along NoticeSellers and any other stockholders of the Company who exercise a right or have an obligation to participate with the Xxxxxxx Affiliates in such a sale, up in such transaction or series of transactions on the same terms and conditions (including but not limited to obligations with respect to indemnification) as the aggregate number of Units which are held Xxxxxxx Affiliates, and, if such option is exercised by such any Tag-Along Manager multiplied by a fractionSeller, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in Xxxxxxx Affiliates shall not proceed with such sale unless the Tag-Along Notice and Sellers are given the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected right so to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsparticipate.

Tag-Along Right. In the event that Stockholders owning more than sixty-seven percent (a67%) Ifof the outstanding capital stock of the Company subject to this Agreement (each a "Selling Stockholder"), at desire to Transfer any time prior Shares pursuant to a Qualified IPObona fide offer from a third party (the "Buyer"), one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of then such Selling Stockholders shall notify the Sponsor Members' aggregate Initial Equity Stakes Stockholders who are not Selling Stockholders (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along PurchaserStockholders"), thenin writing, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice offer and its terms and conditions (the "Transfer Notice"). Upon receipt of such Transfer Notice, each Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") Stockholder shall have the right to sell to such Tag-Along Purchaserthe Buyer, upon on the same terms set forth in and conditions as the Tag-Along NoticeSelling Stockholders, up that number of Shares of the Company's capital stock subject to this Agreement equal to the aggregate number of Units which are held product attained by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If multiplying (a) the number of Units elected to be sold Shares held by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A Stockholder times (b) the quotient derived by dividing (i) the number of Shares which otherwise would have been sold by the Selling Stockholders to the LLC Agreement, Buyer by (ii) the transferring Sponsor Member total number of Shares held by such Selling Stockholders and any other Sponsor Members electing the number of Shares held by the Tag-Along Stockholders who have elected to participate in such sale is greater than Transfer (assuming, in the number case of sales of Common Stock of the Company, full conversion of all shares of Preferred Stock of the Company held by the Selling Stockholders and each Tag-Along Securities specified in the Stockholder exercising its rights under this Section 4). If more than one Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled Stockholder elects to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights Shares pursuant to this Section 2.04 shall effect 4, they may do so pro rata based on the sale number of the Shares held by each of them or in such other proportions as they may agree. The Tag-Along Securities, and such Tag-Along Manager(s) shall Stockholders' right to sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a4 can be exercised by delivery of a written notice to the Selling Stockholders within ten (10) within 60 business days after following the expiration delivery of the Election Period, subject Transfer Notice. Any Tag-Along Stockholder who fails to extension for any required regulatory approvalsnotify the Selling Stockholders within such ten (10) business day period shall be deemed to have waived its rights under this Section 4.

Tag-Along Right. (a) IfIn the event that any Member or group of Members (the “Selling Members”) propose to Transfer to any Person that, at any time prior to a Qualified IPO, one or more Sponsor Members propose to such Transfer, is not an Affiliate of such Member (a “Third-Party Purchaser”) any Interests held by such Member (other than any Permitted Transfer) in a single one transaction or a series of related transactionstransactions (a “Proposed Third-Party Sale”), each other Member (each, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "“Tag-Along Purchaser"), then, unless such transferring Sponsor Member(sMember”) are entitled to give and do give will have a Dragright (a “Tag-Along Sale Notice (as defined in the LLC AgreementRight”) and no other Sponsor Member(s) has elected to purchase its sell such Tag-Along Member’s pro rata share of the Interests to be Transferred by the Selling Members in such Units pursuant to Section 2.04(a) of Proposed Third-Party Sale (the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members“Offered Interests”), which notice (the "pro rata share of each Tag-Along Notice") shall state: Member will be deemed to equal (ix) the maximum number portion of Units proposed the aggregate purchase price to be Transferred (paid by the "Third-Party Purchaser to all Selling Members and Tag-Along Securities"); (ii) the purchase price per Unit (the "TagMembers in connection with such Proposed Third-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members Party Sale that has would have been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held received by such Tag-Along Manager multiplied Member if such aggregate purchase price were paid to the Company on the date of the applicable Sale Notice and distributed by a fractionthe Company to the Members pursuant to Section 5.03 of this Agreement on such date, the numerator of which is divided by (y) the aggregate number of Units proposed purchase price to be sold paid by the transferring Sponsor Member as reflected in the Third-Party Purchaser to all Selling Members and Tag-Along Notice and Members in connection with such Proposed Third-Party Sale. To the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the extent that one or more Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of exercises their Tag-Along Securities specified Rights in accordance with the terms and conditions set forth below, the Interests that the Selling Members may sell in the TagProposed Third-Along Notice, the number of Units being sold by each such seller Party Sale shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalscorrespondingly reduced.

Tag-Along Right. (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' ’ aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "‘‘Tag-Along Purchaser"’’), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "‘‘Tag-Along Notice"’’) shall state: (i) the maximum number of Units proposed to be Transferred (the "‘‘Tag-Along Securities"’’); (ii) the purchase price per Unit (the "‘‘Tag-Along Price"’’) for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "‘‘Tag-Along Manager"’’) shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.

Tag-Along Right. (a) If, at If any time prior Selling Member proposes to transfer the Selling Member’s Interest to a Qualified IPOProspective Purchaser, one or more Sponsor after complying with paragraph 8.3, then such Selling Member shall deliver to all other Members propose to Transfer, in a single transaction or a series irrespective of related transactions, a number of Units representing at least 30% of each Member’s Company Percentage (the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "“Tag-Along Purchaser"), then, unless such transferring Sponsor Member(sMembers”) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "“Tag-Along Notice"”) shall state: that (i) states the maximum number of Units proposed Selling Member’s bona fide intention to sell the Selling Member’s Interest to such Prospective Purchaser, and (ii) provides all the material terms and conditions, including the price, pursuant to which the Selling Member proposes to sell the Selling Member’s Interest to the Prospective Purchaser (which price and other terms, pursuant to paragraph 8.3(c), must be Transferred (no less favorable to the "Selling Member than described in the ROFR Notice). The Tag-Along Securities"); (ii) Members shall have the purchase price per Unit right to require that a corresponding percentage of their respective interest in the Company (the "Tag-Along Price"“Tagged Interest”) be offered for sale together with the Tag-Along Securities and Selling Member’s Interest by delivering to the Selling Member, within five (iii5) any other material terms and conditions Business Days after the receipt of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "the “Tag-Along Manager"Exercise Period”) shall have a written notice (the right to sell to such Tag-“Tag Along Purchaser, upon Exercise Notice”) electing the terms set forth in same. If the Tag-Along Notice, up to the aggregate number of Units which are held by such Members deliver a Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in Exercise Notice within the Tag-Along Notice Exercise Period, then (i) the Selling Member shall be required to offer for sale the Tagged Interest along with the pro rata amount of the Selling Member’s Interest and include the denominator Tagged Interest in any sale of which is the total number pro rata amount of Units which are held by the transferring Sponsor Selling Member. If ’s Interest to the number Prospective Purchaser on the same terms and conditions as those applicable to the pro rata amount of Units elected to be sold by the Selling Member’s Interest and (ii) the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities Tagged Interest to the Prospective Purchaser in accordance with this paragraph 8.4 and shall take all actions required herein to be sold by consummate such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Periodsale, subject to extension for any required regulatory approvals.the following:

Tag-Along Right. (a) IfNo Shareholder or group of Shareholders shall Transfer any shares of Voting Stock other than by a Permitted Transfer if, at any time prior to a Qualified IPO, one or more Sponsor Members propose to upon such Transfer, in a single transaction or a series the acquiror together with the acquiror's Affiliates would thereby hold more than 50% of related transactions, a aggregate number of Units representing at least 30% issued and outstanding Shares of Voting Stock of the Sponsor Members' aggregate Initial Equity Stakes Company, as determined on the date of such sale or conveyance, unless it or they shall have given all other Shareholder(s) holding Voting Stock not less than thirty (as defined 30) days written notice of the proposed sale or conveyance and the terms and conditions thereof ("Notice of Control Transfer"). Upon receipt of such Notice of Control Transfer, the other Shareholder(s) holding Voting Stock shall each have the right, exercisable on written notice within twenty (20) days after the date of receipt of such notice ("Notice of Tag Along"), to preclude such proposed Transfer unless the acquiror also agreed to purchase from each such electing Shareholder that number of Shares designated by the electing Shareholder to be sold to the acquiror at a price equal to the greater of (i) the price per share specified in the LLC AgreementNotice of Control Transfer or (ii) the highest price per share paid by acquiror or its Affiliates for any of its Shares. If all Shareholders fail to provide a Notice of Tag Along Right within the time required, the Shareholder(s) providing the notice of the proposed transfer, for a period of thirty (30) days from the date on which the nonparticipating Shareholders' rights to exercise the foregoing tag along right terminates, shall be free to sell the Offered Shares to the same transferee on the same terms and conditions specified in the Notice of Control Transfer; provided, however, that any transferee's right in and to any Person (other than a Transfer of the Shares of Voting Stock shall be subject to a Permitted Transferee (as defined the conditions and restrictions set forth in this Agreement; and provided further, that if the LLC Agreement) of any such Sponsor Member and other than a Transfer transfer shall not be made within said 30-day period, the right to transfer in accordance with the Registration Rights notice will expire, and all provisions of this Agreement (including the provisions of this Section 2.03) will remain in full force and other than to another Sponsor Member) (a "Tag-effect. In the event that any Shareholder provides Notice of Tag Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor AgreementRight, the Company sale shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms effected as set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsbelow.

Tag-Along Right. In addition to the requirements set forth in Section 3.3(a) and subject to the Right of First Refusal and the Drag-Along Right (ato the extent applicable), if any Member acting individually, or any group of Members acting jointly (individually or jointly, the “Transferor”), proposes to Transfer at least fifty percent (50%) If, at any time prior of the outstanding Units of the Company to a Qualified IPOThird-Party Purchaser, one or more Sponsor then the Transferor shall offer the other Members propose the right to Transfer, include in his Transfer to the Third-Party Purchaser a single transaction or a series Pro Rata portion of related transactions, a the other Members’ Units (based on the proportion that the transferred portion of the Transferor’s Units bears to the Transferor’s total number of Units representing at least 30% of Units) on the Sponsor Members' aggregate Initial Equity Stakes (same terms and conditions as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) Transferor (a "“Tag-Along Purchaser"Right”). Prior to the consummation of any proposed Transfer described in this Section 3.5 (a “Proposed Transfer”), then, unless such transferring Sponsor Member(s) are entitled the Transferor shall offer to give and do give a Dragthe other Members the right to be included in the Proposed Transfer by sending written notice (the “Tag-Along Sale Notice (as defined in Notice”) to the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) state the maximum number portion of the Transferor’s Units proposed to be Transferred (the "Tag-Along Securities"); sold, (ii) state the proposed purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any all other material terms and conditions of such sale, sale (including the proposed transfer date (which date will be within 60 business days after the termination identity of the Election Period (defined belowThird-Party Purchaser), subject and (iii) be accompanied by the written Transfer agreement between the Transferor and that Third-Party Purchaser. That Tag-Along Right shall be exercisable by written notice to extension for any required regulatory approvals). Each the Transferor with copies to the Company given within ten (10) Business Days after receipt of the Management Members that has been provided with the Tag-Along Notice (each, a "the “Tag-Along Manager") shall have the right Notice Period”). Failure by a Member to sell to such Tag-Along Purchaser, upon the terms set forth in respond within the Tag-Along Notice, up Notice Period shall be regarded as a rejection of the offer made pursuant to the aggregate number of Units which are held by such Tag-Along Manager multiplied by Notice and a fraction, the numerator of which is the aggregate number of Units proposed to be sold decline by the transferring Sponsor Member as reflected of its rights under this Section 3.5. If a Member elects to participate in the Proposed Transfer, such Member shall be obligated to sell its Pro Rata portion of its Units for a purchase price equal to the purchase price per Unit described in the Tag-Along Notice and upon the denominator other terms and conditions of which is such transaction (and otherwise take all reasonably necessary action to cause consummation of the total number proposed transaction, including voting such Units in favor of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers such transaction and any other individuals identified from time to time on Exhibit A becoming a party to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellerstransfer agreement). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.

Tag-Along Right. (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% Following the expiration of the Sponsor Members' aggregate Initial Equity Stakes Transfer Restriction Period, if a Member (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "“Tag-Along Purchaser"), then, unless such transferring Sponsor Member(sSeller”) are entitled proposes to give and do give a Drag-Along Sale Notice Transfer all or any portion of its Company Interests that is greater than ten percent (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a10%) of the Sponsor AgreementCompany’s then issued and outstanding Company Interests (the “Tag-Along Offered Company Interests”) to a Third Party Purchaser (the “Tag-Along Sale”), and ROFR Purchasing Members have not exercised their rights under Section 9.6 to purchase all of the Tag-Along Offered Company Interests, the Company Tag-Along Seller shall first provide deliver written notice to each other Member of such proposed Transfer (the Management Members“Tag Notice”), which notice (Tag Notice shall make reference to each other Member’s tag-along right under this Section 9.6 and include the "material terms and conditions on which the Tag-Along Notice") shall state: (i) Seller would Transfer the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) Offered Company Interests, including the identity of the Third Party Purchaser, the purchase price per Unit (the "Tag-Along Price") to be paid for the Tag-Along Securities and (iii) any other material Offered Company Interests in such Transfer, the terms and for payment, conditions precedent for consummation of such saleTransfer, including the expected timing for consummation of such Transfer and a copy of any agreement executed, or form of agreement proposed transfer date (which date will to be within 60 business days after executed, in connection with such Transfer. Upon receipt of a Tag Notice, each other Member shall have the termination of the Election Period (defined below), subject right to extension for any required regulatory approvals). Each of the Management Members that has been provided participate with the Tag-Along Notice Seller in such sale to the Third Party Purchaser (each, a "“Tag-Along Manager"Right”) shall have the right and to sell to such Tag-Along Purchaser, upon the terms set forth in Transfer its Ownership Percentage of the Tag-Along Notice, up to Offered Company Interests (the aggregate number of Units which are held by such “Tag-Along Manager multiplied by a fractionCompany Interests”) to the Third Party Purchaser in accordance with this Section 9.6, which Tag-Along Right may be exercised only if the numerator of which is other Member delivers written notice thereof (the aggregate number of Units proposed “Tag Exercise Notice”) to be sold by the transferring Sponsor Member as reflected in the Tag-Along Seller within twenty (20) Business Days after the delivery of the Tag Notice (“Tag-Along Acceptance Period”) (each such exercising other Member, a “Tagging Person”). The failure by any other Member to deliver a Tag Exercise Notice within the Tag-Along Acceptance Period shall be deemed an irrevocable waiver by such other Member of its Tag-Along Right to participate in such Transfer and the denominator of which is Tag-Along Seller shall be free to sell to a Third Party Purchaser the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold Tag-Along Offered Company Interests and any additional Company Interests owned by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsSeller.

Tag-Along Right. Other than in connection with the exercise of the Drag-Along Right or a Call Option or pursuant to a Public Sale permitted hereunder, in the event that any Stockholder (as used in this Section, a "Prospective Seller") shall receive a bona fide offer to purchase shares of Common Stock (a "Purchase Offer") from any Person (including, without limitation, any offer by a Management Stockholder, but not including (a) Ifan offer by a Permitted Transferee of such Prospective Seller or (b) an offer by the Principal Stockholder), at any time the Prospective Seller shall either decline such Purchase Offer or, if the Prospective Seller determines to accept such Purchase Offer, then, prior to a Qualified IPOaccepting any Purchase Offer, one or more Sponsor Members propose arrange for the proposed purchaser to Transfermake, in a single transaction or a series lieu of related transactionsthe Purchase Offer, a substitute bona fide offer to purchase the same number of Units representing at least 30% shares of Common Stock that were the subject of the Sponsor Members' aggregate Initial Equity Stakes Purchase Offer, and upon the same terms as the Purchase Offer, from the Stockholders owning Common Stock as a group in the relative proportions and otherwise as described in the second succeeding sentence (the "Substitute Purchase Offer"). In the event a Substitute Purchase Offer is made, the Prospective Seller shall give the other Stockholders written notice thereof (the "Notice") specifying (i) the number of shares of Common Stock that is the subject of such Substitute Purchase Offer, (ii) the terms (including the proposed date of consummation thereof, which shall be not less than 30 days following the date of the Notice) of such Substitute Purchase Offer, and (iii) the identity of the proposed purchaser. Upon receipt of the Notice, each Stockholder (a "Potential Participant") shall have the right (the "Tag-Along Right") to sell that number of shares of Common Stock equal to the product of (a) the total number of shares of Common Stock proposed to be purchased and (b) a fraction, the numerator of which shall be the number of shares of Tag-Along Common Stock (as defined below) owned by such Potential Participant and the denominator of which shall be the number of shares of Tag-Along Common Stock owned by all Potential Participants (including the Prospective Seller) electing to participate in such sale. For purposes of the LLC Agreement) foregoing, "Tag-Along Common Stock" shall mean all shares of Common Stock, including shares issuable pursuant to any Person (other than a Transfer to a Permitted Transferee (as defined in options which, at the LLC Agreement) time of any such Sponsor Member and other than a Transfer the Notice, are capable of being exercised in accordance with the Registration Rights Agreement terms of the Option Plan or the related option agreement and other than to another Sponsor Member) (a are "in-the-money." The Tag-Along Purchaser")Right may be exercised by a Potential Participant by delivery, then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) not later than 15 days after receipt of the Sponsor AgreementNotice, the Company shall first provide of a written notice to each of the Management Members, which notice (the "Tag-Along Notice") to the Prospective Seller, which shall state: (i) state the maximum number of Units proposed shares of Common Stock that such Potential Participant wishes to be Transferred (include in such sale to the "Tag-Along Securities"); (ii) purchaser. The Prospective Seller, together with any electing Potential Participants, shall participate in any purchase made by the purchase price per Unit (purchaser specified in the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon on the terms set forth in the Tag-Along Notice, up therein (or on terms no less favorable to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member purchaser) and as reflected provided in the Tag-Along Notice during the 90-day period following the date of the Notice. Any purchases by such purchaser following such 90-day period shall require a new Notice. To the extent a Potential Participant does not participate in such sale, the Prospective Seller and the denominator of which is the total other Potential Participants may sell that number of Units which are held by shares of Common Stock (in addition to the transferring Sponsor Member. If the number shares of Units elected Common Stock otherwise permitted to be sold by the Tag-Along Managers and any other individuals identified from time them hereunder) equal to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than their proportionate share of the number of Tag-Along Securities specified in shares with respect to which such Potential Participant had the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled opportunity to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers)hereunder. The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights All Transfers made pursuant to this Section 2.04 2.4 shall effect be subject to the sale provisions of Section 6 (Transferees Subject to Agreement). The provisions of this Section 2.4 shall terminate when both of the Tag-Along Securities, following conditions have been satisfied: (i) an Initial Public Offering has occurred; and such Tag-Along Manager(s(ii) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration Principal Stockholder no longer owns Common Stock in excess of the Election Period, subject to extension for any required regulatory approvalsThreshold Amount.

Tag-Along Right. (a) If, If at any time prior or from time to a Qualified IPO, time after the date of this Agreement one or more Sponsor Members propose Common Holders (whether or not such shares are held separately or as part of Investment Units, the "Transferors") wish to Transfer, in a single one transaction or a series Series of related transactions, a number of Units representing at least 30% majority of the Sponsor Members' aggregate Initial Equity Stakes then issued and outstanding Common Stock (whether or not such shares of Common Stock are held separately or as defined in the LLC Agreementpart of Investment Units) to any Person or Persons who are not Affiliates of the Transferors (other than pursuant to an effective registration statement with respect to the shares of Common Stock to be transferred or as a Transfer result of a pledge of shares as security for a bona fide loan), such Transferors shall notify each other Common Holder holding Common Stock (and, if prior to a Permitted Transferee Separation Event, Investment Units) (the "Other Holders") and the Company, in writing, of such Transfer and its terms and conditions. Within 20 days of the date that such notice is deemed to have been given (as defined provided in the LLC AgreementSection 6(f) of any herein) to such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser")Other Holders, then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (Other Holders shall notify the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed Transferors if it elects to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of participate in such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals)Transfer. Each of the Management Members Other Holders that has been provided with so notifies the Tag-Along Notice Transferors shall be obligated to sell, at the same price and on the same terms as the Transferors, such number of shares of Common Stock (eachor, if prior to a "Tag-Along Manager"Separation Event, such number of shares of Common Stock or Investment Units, as the case may be) shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up equal to the aggregate number of Units which are held by shares of Common Stock (or, if prior to a Separation Event, such Tag-Along Manager number of shares of Common Stock or Investment Units, as the case may be) the third party actually proposes to purchase multiplied by a fraction, the numerator of which is shall be the aggregate number of Units proposed shares of Common Stock (or, if prior to be sold a Separation Event, such number of shares of Common Stock or Investment Units, as the case may be) owned by the transferring Sponsor Member as reflected in the Tag-Along Notice such Other Holder and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units shares of Common Stock (or, if prior to a Separation Event, such number of shares of Common Stock or Investment Units, as the case may be) held by such seller to the total number of Units held by all of such electing sellersTransferors and each Other Holder exercising its rights under this Section 1(d). The transferring Sponsor Member(s(e), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.

Tag-Along Right. Other than in connection with the exercise of the Drag-Along Right or a Call Option or pursuant to a Public Sale permitted here under, in the event that any Stockholder (as used in this Section, a "Prospective Seller") shall receive a bona fide offer to purchase shares of Common Stock (a "Purchase Offer") from any Person (including, without limitation, any offer by a Management Stockholder, but not including (a) Ifan offer by a Permitted Transferee of such Prospective Seller or (b) an offer by the Principal Stockholder), at any time the Prospective Seller shall either decline such Purchase Offer or, if the Prospective Seller determines to accept such Purchase Offer, then, prior to a Qualified IPOaccepting any Purchase Offer, one or more Sponsor Members propose arrange for the proposed purchaser to Transfermake, in a single transaction or a series lieu of related transactionsthe Purchase Offer, a substitute bona fide offer to purchase the same number of Units representing at least 30% shares of Common Stock that were the subject of the Sponsor Members' aggregate Initial Equity Stakes Purchase Offer, and upon the same terms as the Purchase Offer, from the Stockholders owning Common Stock as a group in the relative proportions and otherwise as described in the second succeeding sentence (the "Substitute Purchase Offer"). In the event a Substitute Purchase Offer is made, the Prospective Seller shall give the other Stockholders written notice thereof (the "Notice") specifying (i) the number of shares of Common Stock that is the subject of such Substitute Purchase Offer, (ii) the terms (including the proposed date of consummation thereof, which shall be not less than 30 days following the date of the Notice) of such Substitute Purchase Offer, and (iii) the identity of the proposed purchaser. Upon receipt of the Notice, each Stockholder (a "Potential Participant") shall have the right (the "Tag-Along Right") to sell that number of shares of Common Stock equal to the product of (a) the total number of shares of Common Stock proposed to be purchased and (b) a fraction, the numerator of which shall be the number of shares of Tag-Along Common Stock (as defined below) owned by such Potential Participant and the denominator of which shall be the number of shares of Tag-Along Common Stock owned by all Potential Participants (including the Prospective Seller) electing to participate in such sale. For purposes of the LLC Agreement) foregoing, "Tag-Along Common Stock" shall mean all shares of Common Stock, including shares issuable pursuant to any Person (other than a Transfer to a Permitted Transferee (as defined in options which, at the LLC Agreement) time of any such Sponsor Member and other than a Transfer the Notice, are capable of being exercised in accordance with the Registration Rights Agreement terms of the Option Plan or the related option agreement and other than to another Sponsor Member) (a are "in-the-money." The Tag-Along Purchaser")Right may be exercised by a Potential Participant by delivery, then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) not later than 15 days after receipt of the Sponsor AgreementNotice, the Company shall first provide of a written notice to each of the Management Members, which notice (the "Tag-Along Notice") to the Prospective Seller, which shall state: (i) state the maximum number of Units proposed shares of Common Stock that such Potential Participant wishes to be Transferred (include in such sale to the "Tag-Along Securities"); (ii) purchaser. The Prospective Seller, together with any electing Potential Participants, shall participate in any purchase made by the purchase price per Unit (purchaser specified in the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon on the terms set forth in the Tag-Along Notice, up therein (or on terms no less favorable to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member purchaser) and as reflected provided in the Tag-Along Notice during the 90-day period following the date of the Notice. Any purchases by such purchaser following such 90-day period shall require a new Notice. To the extent a Potential Participant does not participate in such sale, the Prospective Seller and the denominator of which is the total other Potential Participants may sell that number of Units which are held by shares of Common Stock (in addition to the transferring Sponsor Member. If the number shares of Units elected Common Stock otherwise permitted to be sold by the Tag-Along Managers and any other individuals identified from time them hereunder) equal to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than their proportionate share of the number of Tag-Along Securities specified in shares with respect to which such Potential Participant had the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled opportunity to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers)hereunder. The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights All Transfers made pursuant to this Section 2.04 2.4 shall effect be subject to the sale provisions of Section 6 (Transferees Subject to Agreement). The provisions of this Section 2.4 shall terminate when both of the Tag-Along Securities, following conditions have been satisfied: (i) an Initial Public Offering has occurred; and such Tag-Along Manager(s(ii) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration Principal Stockholder no longer owns Common Stock in excess of the Election Period, subject to extension for any required regulatory approvalsThreshold Amount.

Tag-Along Right. (a) IfSubject to and without limiting Section 3.1, at after the Closing Date, in the event any time prior to Stockholder(s) (each in its capacity as such, a Qualified IPO“Tag-Along Transferor”), one individually or more Sponsor Members together with other Stockholders, propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% Equity Securities constituting, in the aggregate, fifty percent (50%) or more of the Sponsor Members' aggregate Initial then issued and outstanding Equity Stakes (as defined in Securities of the LLC Agreement) to any Person Company (other than a Transfer pursuant to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Memberan Exempted Transfer) (a "the “Tag-Along Purchaser"Transaction”), then, unless such transferring Sponsor Member(s) are entitled to give and do give a DragTag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company Transferor shall first provide deliver a written notice to each of the Management Members, which notice (the "“Tag-Along Notice"”) shall state: to each Management Stockholder that holds a class of Equity Securities proposed to be sold in such Tag-Along Transaction (ieach, in respect of such class, a “Tag-Along Offeree”) at least twenty (20) days prior to consummating such Tag-Along Transaction, specifying the maximum identity of the prospective Transferee(s), the number of Units proposed the Tag-Along Transferor’s Equity Securities of such class to be Transferred (with respect to a particular class, the "“Tag-Along Securities"”); , a summary in reasonable detail of the material terms and conditions of the Transfer and a copy of any form of agreement proposed to be executed in connection therewith (ii) if available at the purchase price per Unit (time the "Tag-Along Price"Notice is delivered). Each Tag-Along Offeree may elect to participate in the contemplated Transfer on the same terms and conditions applicable to such class by delivering written notice to the Tag-Along Transferor within fifteen (15) days after delivery of the Tag-Along Notice, which notice shall specify the number of Equity Securities of the affected class that such Tag-Along Offeree desires to include in such proposed Transfer; provided that such number of Equity Securities shall not exceed the Tag-Along Pro Rata Share for such class. If the Tag-Along Offerees fail to elect to include in a Tag-Along Transaction all of their Tag‑Along Pro Rata Share, then the other Tag-Along Offerees may elect to increase (on a pro rata basis) their respective Tag-Along Pro Rata Share by the portion of the Tag-Along Offerees’ Tag-Along Pro Rata Share that they elected not to include, within five (5) Business Days following the expiration of such fifteen (15)-day period after delivery of the Tag‑Along Notice (the “Tag Offer Period”). If any Tag-Along Offeree does not give such notice prior to the expiration of the Tag Offer Period, then the Tag-Along Transferor may Transfer the Tag-Along Securities and (iii) to any other material Person on terms and conditions of such sale, including that are not materially more favorable to the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms Tag‑Along Transferor than those set forth in the Tag-Along NoticeNotice at any time within one hundred and fifty (150) days after expiration of the Tag Offer Period (provided that if any governmental or other third party approval is required with respect to such Transfer, up to the aggregate number of Units which then such period shall be extended until a reasonable time after such approvals are held by such obtained). Any Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold Securities not Transferred by the Tag-Along Managers Transferor during such one hundred and any other individuals identified from time to time on Exhibit A fifty (150)-day period (as such period may be extended pursuant to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller immediately preceding sentence) shall again be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller subject to the total number provisions of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities3.2 prior to any subsequent Transfer. As used herein, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.“

Tag-Along Right. (ai) IfEach of the Holders hereby agrees that if any Major Holder (each, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transferan “Initiating Tag Holder”) shall, in a single any one transaction or a any series of related transactionstransactions (except any Underwritten Offering), a number of Units representing at least 30% directly or indirectly, propose to Transfer greater than fifty percent (50%) of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) Fully Diluted Common Shares then owned by such Initiating Tag Holder to any Person (Person, other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) an Initiating Tag Holder (a "“Tag-Along Purchaser"Transaction”), then, unless such transferring Sponsor Member(sthe Initiating Tag Holders (or a designated representative acting on their behalf) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide deliver written notice to each of the Management Members, which notice (the "a “Tag-Along Notice"”) shall state: to (iA) the maximum number any Holder with a Holder Ownership Percentage of Units proposed to be Transferred at least five percent (5%) or (B) any Initial Secured Creditor (the "“Tag-Along Securities"); Rightholders”) and the Company, in accordance with Section 8.1, at least thirty (ii30) Business Days prior to the purchase price per Unit (the "consummation of such Tag-Along Price") for Transaction, offering the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including Rightholders the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject opportunity to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to participate in such Tag-Along Purchaser, upon Transaction on the terms and conditions set forth in the Tag-Along Notice, up Notice (which terms and conditions shall be substantially the same as those terms and conditions applicable to the aggregate Initiating Tag Holders, except as to the number of Units which are held by such shares of Common Stock and/or Preferred Stock proposed to be sold) and otherwise complying with the requirements of Applicable Law, if any; provided, however, that, for the avoidance of doubt, the provisions of this Section 5.5(i) shall not apply to any Underwritten Offering. The Tag-Along Manager multiplied by Notice shall contain a fraction, general description of the numerator material terms and conditions of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and Transaction, including the denominator identity of which is the parties to the proposed Tag- Along Transaction, the total number of Units which are held shares of Common Stock and/or Preferred Stock proposed to be sold, the proposed amount and form of consideration and whether any termination fee, break- up fee or similar fee would be payable by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale Initiating Tag Holders and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of Rightholders if the Tag-Along SecuritiesTransaction is not consummated (and the amount of any such termination fee, break-up fee or similar fee), and a copy of any acquisition agreement entered into in connection with such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvalsTransaction.