Common use of Tag-Along Rights Clause in Contracts

Tag-Along Rights. (a) Except as set forth in Section 6(d), in the event that any Stockholder (a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the number of shares of Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Shares.

Tag-Along Rights. (a) Except So long as set forth this Agreement remains in Section 6(d)effect, in with respect to any proposed Transfer by the event that AEA Investors of the shares of Company Common Stock held by the AEA Investors to any Stockholder (a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less Person other than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Selling Stockholder Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (the any such transaction, an “Tag-Along StockholdersAEA Sale”), which shall specifically identify the identity AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or transferees acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (togethera “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the “Tag-Along Offeror”)outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, the all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock as is proposed to be Transferred by the Selling Stockholder(s) up to the Tag-Along Offeror product (rounded up to the “Tag-Along Sale Number”), nearest whole number) of (i) the maximum quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock that the Tag-Along Offeror is willing proposed to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice be directly or the expiration of the Additional ROFR Acceptance Period, indirectly Transferred to the extent applicable transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (the a “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along RightProposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to and upon the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same terms offered covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to such party’s ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the Selling ownership of each Stockholder’s shares being transferred, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (xwhich shall be several obligations) shall be borne on a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) pro rata basis based on the number of shares of Stock owned Transferred by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder AEA Investors and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer and are limited to the Tag-Along Offeror only that number lesser of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror net proceeds actually received by such Tagging Stockholder, multiplied by Stockholder for such Transferred shares and (B) a fraction such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the numerator Stockholders selling shares of which is Company Common Stock in the Maximum TagAEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-Along of-pocket costs incurred by the AEA Investors in connection with the AEA Sale Number and to the denominator of which is extent not paid or reimbursed by the Total Tag-Along SharesCompany or the Proposed Transferee.

Tag-Along Rights. (a) Except So long as set forth this Agreement remains in Section 6(d)effect, in with respect to any proposed Transfer by the event that any Stockholder (a “Selling Stockholder”) proposes to Transfer AEA Investors of shares of Company Common Stock to one any Person or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less Persons other than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of AEA or another Original AEA Investor (other than in an IPO, which shall be subject to the Selling Stockholder Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction that, combined with all prior Transfers by the AEA Investors, exceeds the applicable Threshold Amount (the any such transaction, an “Tag-Along StockholdersAEA Sale”), which shall specifically identify the identity AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or transferees acquiring Person (together, a “Proposed Transferee”) to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tag-Along OfferorTagging Stockholder”), the a number of shares of Company Common Stock as is up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be Transferred to the Proposed Transferee by the Selling Stockholder(s) to AEA Investors in the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”)contemplated AEA Sale, at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to and upon the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same terms offered covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to their respective ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the Selling ownership of each Stockholder’s shares being transferred, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (xwhich shall be several obligations) shall be borne on a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) pro rata basis based on the number of shares of Stock owned Transferred by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder AEA Investors and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer and are limited to the Tag-Along Offeror only that number lesser of shares of Stock that is equal to (AX) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror net proceeds actually received by such Tagging Stockholder for such Transferred shares and (Y) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale, multiplied to the extent not paid or reimbursed by (B) a fraction the numerator of which is Company or the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesProposed Transferee.

Tag-Along Rights. (a) Except as set forth in Section 6(d), in If at any time the event that any Stockholder (a “Selling Stockholder”) Sponsor Group proposes to Transfer enter into an agreement to sell or otherwise dispose of for value any shares of Stock and Stock Equivalents, other than (i) any transfer of Stock to one or more Persons, prior to effecting such Transfer of Stockthe Company, the Selling Stockholder shall give not less than ten Sponsor Group or an Affiliate of any of the foregoing, (10ii) days’ prior written notice any customary syndications of equity by the Sponsor Group within the twelve months after the Closing Date or (iii) a Public Offering (including the Initial Public Offering) (such sale or other disposition for value being referred to as “Tag-Along NoticeSale”) of such intended Transfer to ), then the Sponsor Group shall afford each other Stockholder that is not an Affiliate member of the Selling Management Stockholder Group who holds Shares or vested Stock Equivalents (each, individually, a “Tag-Along Stockholder” and, collectively, the “Tag-Along Stockholders”), which shall specifically identify ) the identity opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 4. The maximum number of the proposed transferee or transferees Shares that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale (together, the such Tag-Along Stockholder’s “Tag-Along OfferorAllotment”), ) shall be equal to the product (rounded to the nearest whole number) of (x) the number of shares Shares owned, or issuable upon exercise of any vested Stock Equivalents that are exercisable (or would become vested and exercisable as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery result of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance PeriodSale, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”if any), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of by such Tag-Along Stockholder as is equal of the close of business on the day immediately prior to the product of Tag-Along Notice Date (xas defined in Section 4(b) hereof) and (y) a fraction, the numerator of which is the number of shares of Stock and Stock Equivalents proposed by the Sponsor Group to be transferred pursuant to the Tag-Along Sale Number and the denominator of which is the aggregate total number of shares of Stock and Stock Equivalents owned by the Sponsor Group as of the date close of business on the day immediately prior to the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesDate.

Tag-Along Rights. (a) Except So long as set forth this Agreement remains in effect, with respect to (i) any proposed Transfer by WMC Holding of shares of Common Stock owned by WMC Holding to any Person not an Affiliate or officer, director or employee of WMC Holding or the Company, other than in a Public Offering or as contemplated by Section 6(d4.2(c), or (ii) any proposed Transfer by Ripplewood of shares of WMC Holding Common Stock to any Person not an Affiliate or officer, director or employee of WMC Holding or the Company, other than in a Public Offering or as contemplated by Section 4.2(c), in the event that each case whether pursuant to a stock sale, a tender or exchange offer or any Stockholder other sale transaction (any such transaction, a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”"WMC Holding Sale"), which shall specifically identify WMC Holding will have the identity obligation, and each of Glenayre and its Permitted Transferees will have the right, to require the proposed transferee or transferees (together, the “Tag-Along Offeror”), the a "Proposed Transferee") to purchase from each of Glenayre and its Permitted Transferees who exercises its rights under Section 2.4(b) (a "Tagging Stockholder") a number of shares of Common Stock as is proposed to be Transferred by the Selling Stockholder(s) up to the Tag-Along Offeror product (rounded up to the “Tag-Along Sale Number”), nearest whole number) of (i) the maximum quotient determined by dividing (A) the aggregate number of shares of Common Stock that owned by such Tagging Stockholder by (B) the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that aggregate number of shares of Common Stock owned by WMC Holding, the Tagging Stockholder and any other Stockholder entitled to participate in the WMC Holding Sale, and (ii) in the case of such Tag-Along Stockholder as is equal a sale of Common Stock, the total number of shares of Common Stock proposed to be directly or indirectly Transferred to the Proposed Transferee or in the case of a sale of WMC Holding Common Stock, the product of (x) a fractionthe quotient determined by dividing the number of shares of WMC Holding Common Stock being Transferred divided by the total number of shares of WMC Holding Common Stock owned by Ripplewood at such time, the numerator of which is the Tag-Along Sale Number and the denominator of which is times (y) the aggregate number of shares of Common Stock owned as of the date Company owned by WMC Holding or Ripplewood at such time), upon the same terms and conditions (including time of payment and form of consideration) as to be paid and given to WMC Holding (or Ripplewood, as the Tag-Along Notice by the Selling Stockholder and case may be); provided, that in order to be entitled to exercise its Affiliates and (y) the number of right to sell shares of Common Stock owned by such Tag-Along Stockholder as of to the date of the Tag-Along Notice; provided that the number of shares of Stock required Proposed Transferee pursuant to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number2.4, each Tagging Stockholder must agree to make to the Proposed Transferee the same representations, warranties, covenants, indemnities and agreements as WMC Holding agrees to make in connection with the proposed WMC Holding Sale so long as they are made severally and not jointly; and provided, further, that no Tagging Stockholder shall be entitled required to make representations, warranties or covenants or provide indemnification with respect to any matter other than its ownership of the shares of Common Stock to be Transferred, its ability to Transfer such shares free and clear of all encumbrances and its authority and due authorization to Transfer such shares. Each Tagging Stockholder will be responsible for its proportionate share of the costs incurred in connection with the WMC Holding Sale to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) extent not paid or reimbursed by the number of shares that it sought Company or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesProposed Transferee.

Tag-Along Rights. (a) Except as set forth in Section 6(d)for Permitted Transfers, if HEH, at any time or from time to time, in the event that any Stockholder (a “Selling Stockholder”) single transaction or series of related transactions occurring within a six-month period, or within a longer period if pursuant to a single agreement, proposes to Transfer Stock to one 20% or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten outstanding shares of Company Common Stock (10) days’ prior written notice (the “a "Tag-Along Notice”) of Sale"), then each Minority Stockholder shall have the right, but not the obligation, to participate in such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), Sale by selling the number of shares of Company Common Stock owned by it as is calculated in the following manner. Such shares of Company Common Stock that were acquired by the Minority Stockholders pursuant to the Contribution Agreement and that are owned by the Minority Stockholders or their Affiliates which are Parties to this Agreement are hereinafter referred to as the "Stockholders' Shares"; provided, however that shares of Company Common Stock transferred from another Stockholder to a Minority Stockholder or its Affiliates (other than an Affiliate of such transferring Stockholder) shall not be deemed to be Stockholders' Shares. The maximum number of shares of Company Common Stock that each Minority Stockholder shall be entitled to include in such Tag-Along Sale (the "Shares Allotment") shall equal the product of (i) the total number of shares of Company Common Stock proposed to be Transferred by the Selling Stockholder(s) pursuant to the Tag-Along Offeror (Sale or such greater number of shares that the “proposed purchaser in the Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing shall agree to purchase or otherwise acquire multiplied by (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (xii) a fraction, the numerator of which is shall equal the Tag-Along number of Stockholders' Shares owned by such Minority Stockholder and its Affiliates which are parties to this Agreement on the date of the Sale Number Notice and the denominator of which is shall equal the aggregate number sum of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or electedof Company Common Stock owned by HEH and its Affiliates on the date of the Sale Notice plus the number of Stockholders' Shares owned by all Minority Stockholders and their Affiliates which are parties to this Agreement on the date of the Sale Notice, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Shareswithout duplication.

Tag-Along Rights. (a) Except as set forth in Subject to Section 6(d)4 hereof, in if any one or more of the event that any Stockholder (a “Selling Stockholder”) Permira Sellers proposes to Transfer (including pursuant to a merger) shares of Common Stock to one or more Personsa Third Party Purchaser, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to then each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the number of shares of Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Minority Stockholder shall have the right (the “Tag-Along Right”), at the same price per share ) to be paid to include a number of shares of Common Stock and upon the same terms offered to the Selling Stockholder, to sell to vested Option Stock owned by it in the Tag-Along OfferorSale, that number for the same per share consideration (which, in the case of vested Option Stock, shall be adjusted as provided in the last sentence of this Section 5(a)) and upon equivalent terms and conditions to be paid and given to the Permira Sellers for its shares of Common Stock of in the agreement contemplating such Tag-Along Stockholder as is Sale, equal to the product of (xrounded down to the nearest whole number) obtained by multiplying (A) a fraction, the numerator of which is the Tag-Along Sale Number number of issued and outstanding shares of Common Stock and vested Option Stock owned by such Minority Stockholder and the denominator of which is the aggregate total number of issued and outstanding shares of Common Stock and vested Option Stock owned as of by the date of the Permira Sellers and all Minority Stockholders exercising their Tag-Along Notice Rights under this Section 5, collectively, by the Selling Stockholder and its Affiliates and (yB) the number of shares of Common Stock owned by such and vested Option Stock proposed to be sold in the contemplated Tag-Along Stockholder as of Sale without regard to the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence terms of this Section 6(a5 (the product of (A) and (B). A copy of the Tag-Along Notice shall promptly be sent , with respect to the Company. The each Minority Stockholder exercising its Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholderunder this Section 5, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than ). Notwithstanding the Maximum Tag-Along Sale Numberforegoing, each Tagging Stockholder the purchase price payable per share of vested Option Stock pursuant to this Section 5 shall be entitled to Transfer the same per share consideration paid to the Tag-Along Offeror only that number of Permira Sellers for its shares of Common Stock that is equal to (A) in the number of shares that it sought or elected, as applicable, to be Transferred to agreement contemplating such Tag-Along Offeror by Sale, less the per share exercise price applicable to such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Sharesvested Option Stock.

Tag-Along Rights. (a) Except as set forth in Section 6(dNo member of the Lehman Group shall sell or otherwise dispose of shares of Common Xxxxx to any Person or Persons (other than a Permitted Transferee of the Lehman Group) (the "Third Parties"), unless the terms and conditixxx xx such sale or other disposition to such Third Parties shall include an offer to each Holder who at such time owns any shares of Common Stock subject to this Agreement (the "Tag-Along Offerees") to include, at the option of each Tag-Along Offeree, in the event that any Stockholder (a “Selling Stockholder”) proposes sale or other disposition to Transfer Stock to one or more Persons, prior to effecting the Third Parties such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the number of shares of Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Common Stock owned by such Tag-Along Stockholder as Offeree determined in accordance with this Section 3.01. The members of the date of Lehman Group proposing to effect such sale or other disposition (xxx "Xransferors") shall send a written notice (the "Tag- Along Notice") to each Tag-Along Notice; provided that Offeree setting forth the maximum number of shares of Common Stock required the Third Party is willing to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance purchase or otherwise acquire, along with the last sentence price and the other terms and conditions of this Section 6(a)the Third Party offer. A copy of At any time within 30 days after the date the Tag-Along Notice shall promptly be sent to the Company. The is received by each Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise Offeree, such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice Offeree may exercise its option to sell a number of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed shares of Common Stock owned by such Tag-Along Stockholder and delivered to Offeree determined in accordance with the provisions of this Section 3.01 by furnishing written notice of such acceptance (the "Tag-Along Offeror and the Company prior Acceptance Notice") to the end of the Tag-Transferors (which Tag- Along Period, setting Acceptance Notice shall set forth the maximum number of shares of Common Stock that such Tag-Along Stockholder elects Offeree wishes to Transfer. Promptly upon receipt sell or otherwise dispose of such writing from any Tag-Along Stockholder to the Company shall provide a copy of such writing Third Party) and delivering to each Tag-Along Stockholder. In the event that Transferors the certificate or certificates representing the maximum number of shares of Common Stock proposed to be Transferred sold or otherwise disposed of pursuant to such offer by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by Offeree, together with a limited power-of-attorney authorizing the Transferors to sell or otherwise dispose of such Tagging Stockholdershares of Common Stock to the Third Parties as part of such proposed sale or other disposition, multiplied by (B) all in a fraction form reasonably satisfactory to the numerator of which is the Maximum Tag-Along Sale Number Transferor and the denominator Third Parties. Notwithstanding anything to the contrary, Section 3.01 shall not apply to any sale of which is shares of Common Stock by Lehman Brothers Merchant Banking Partners or its Affiliates pursuxxx xx a syndication of its equity interest in the Total TagCompany during the six-Along Sharesmonth period commencing from and after the Effective Time, provided that the aggregate amount of such sales do not exceed $100 million.

Tag-Along Rights. If prior to a Public Offering any of NCP-SBG or its Affiliates desire to transfer in excess of 10% of the maximum amount of Common Stock ever owned in the aggregate by NCP-SBG and its Affiliates (a) Except as set forth in Section 6(dthe "Tag- Along Minimum"), in the event that any Stockholder (to a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that Person who is not an Affiliate of the Selling Stockholder NCP-SBG (the “a "Tag-Along Stockholders”Buyer"), which on a cumulative basis, in one or a series of transactions, then NCP-SBG shall specifically identify the identity of the proposed transferee or transferees deliver written notice (together, the “a "Tag-Along Offeror”)Notice") to the Company and the other Stockholders, which notice shall state (i) the name and address of the Tag-Along Buyer, (ii) the per share amount (the "Tag-Along Price") and form of consideration NCP-SBG proposes to receive for its shares of Common Stock, and (iii) the number of shares of Common Stock as is proposed NCP-SBG proposes to be Transferred by sell (the Selling Stockholder(s) to the "Tag-Along Offeror Shares") and shall be accompanied by drafts of purchase and sale documentation (the “"Tag-Along Sale Number”), Purchase Agreement") setting forth the maximum number terms and conditions of shares payment of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, such consideration and a summary of the all other material terms and conditions of such transfer (the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the "Tag-Along Notice or Terms"). During the expiration 15 Business Day period following receipt of such notice by the Additional ROFR Acceptance PeriodCompany and the other Stockholders, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder other Stockholders shall have the right (the “a "Tag-Along Right”"), at exercised by delivery of a written notice to NCP-SBG and the same price per share to be paid to and upon the same terms offered to the Selling StockholderCompany, to sell participate in such sale to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal Buyer on and subject to the product of (x) same price, terms and conditions offered to NCP-SBG, on a fraction, pro rata basis determined as the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice quotient obtained by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to dividing (A) the number of shares that it sought or electedof Common Stock then held by each Stockholder so electing to sell (each such Person, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging an "Accepting Stockholder, multiplied ") by (B) a fraction the numerator aggregate number of which is shares of Common Stock then held by NCP-SBG and Affiliates and by all of the Maximum Accepting Stockholders who are transferring shares to the Tag-Along Sale Number and Buyer. If the denominator of which is the Total Tag-Along SharesRight shall not have been exercised prior to the expiration of the 15 Business Day period, then at any time during the 90 days following the expiration of the 15 Business Day period, subject to extension for not more than an additional 60 days to the extent reasonably required to comply with applicable laws in connection with such sale, NCP-SBG and its Affiliates may sell the Tag- Along Shares to the Tag-Along Buyer at the Tag-Along Price and on the Tag-Along Terms. Upon request from NCP-SBG, the Company will provide NCP-SBG with a Stockholder List.

Tag-Along Rights. (a) Except as set forth in Upon receipt of any Disposition Notice, subject to Section 6(d2.4(a), in each of the event that any Stockholder Restricted Stockholders shall have the right to require (a the “Selling StockholderTag Along Right”) proposes that the same percentage (by number and by class and series of security ultimately disposed of by the Majority Stockholder, provided that all series of Common Stock shall be counted as one series for purposes of determining this percentage and such percentage shall be determined on a fully diluted basis) of his, her or its Shares (other than Class C Shares, to Transfer Stock which the Tag Along Right does not attach), as is determined by dividing the number of Shares ultimately to one or more Personsbe sold by the Majority Stockholder by the total number of Shares then held by the Majority Stockholder, prior to effecting such Transfer of Stockbe sold as part of, and upon the same terms and conditions as, the Selling Stockholder Proposed Sale. The Tag Along Right shall give not less than ten (10) days’ prior be exercised by written notice (the “Tag-Tag Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of from the Selling exercising Restricted Stockholder (the each a “Tag-Tag Along StockholdersStockholder”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the number of shares of Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Majority Stockholder. The Tag Along Offeror (Notice shall only be deemed effective if received by the “Tag-Along Sale Number”), Majority Stockholder on or before the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days 30th day after the later of delivery of Disposition Notice was received by such Tag Along Stockholder. Promptly upon giving the Tag-Tag Along Notice or the expiration of the Additional ROFR Acceptance PeriodNotice, to the extent applicable (the “Tag-Along Period”) each Tag-Tag Along Stockholder shall have deliver to or as directed by the right (Majority Stockholder the “Tag-Along Right”), at certificate or certificates representing the same price per share Shares to be paid to and upon sold as part of the same terms offered to Proposed Sale, duly endorsed or accompanied by executed stock powers, together with a limited power-of-attorney authorizing the Selling Stockholder, Majority Stockholder to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction Shares in accordance with the last sentence terms of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole 2.4, which certificate or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, certificates shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to held in escrow for sale or return upon the Tag-Along Offeror and the Company prior to the end terms of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Sharesthis Section 2.4.

Tag-Along Rights. (a) Except as set forth in Section 6(d)If any of the Undersigned at any time propose to privately sell or transfer to any person, in the event that any Stockholder (a “Selling Stockholder”) proposes to Transfer Stock to one firm or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is corporation not an Affiliate of the Selling Undersigned (a "Transfer") any shares of Purchaser Common Stock, in each case in any single transaction or series of related transactions, the Undersigned shall refrain from effecting such Transfer unless, prior to the consummation thereof, each Participating Stockholder shall have been afforded the opportunity to join in such Transfer on a pro rata basis, with the Undersigned. In such connection, the Undersigned shall cause the Person or group that proposes to acquire such Purchaser Common Stock (the "Proposed Buyer") to offer (the "Purchase Offer") in writing to each other Participating Stockholder (the “each, a "Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the number of shares of Stock as is proposed to be Transferred by the Selling Stockholder(sOfferee") to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of purchase Vested Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of owned by such Tag-Along Stockholder as is Offeree, such that the sum of the amount of Vested Stock so offered to be purchased from such Tag-Along Offeree shall be equal to the product obtained by multiplying the aggregate amount of (x) Purchaser Common Stock purchased by the Proposed Buyer from the Undersigned by a fraction, the numerator of which is the number of shares of Vested Stock then owned by such Tag-Along Sale Number Offeree, and the denominator of which is the sum of (i) the aggregate number of shares of Vested Stock then owned by all Tag-Along Offerees and (ii) the aggregate number of shares of Purchaser Common Stock then owned by all of the Undersigned effecting such Transfer. Such purchase shall be made at the price per share and on such other terms and conditions as the Proposed Buyer has offered to purchase each type, class or series of Purchaser Common Stock to be sold by the Undersigned, each Tag-Along Offeree shall have 10 calendar days from the date of receipt of the Purchase Offer in which to accept such Purchase Offer, and the closing of such purchase shall occur at the same time as the Closing of the Sale. The amount of Purchaser Common Stock of each type, class or series to be sold to the Proposed Buyer by the Undersigned shall be reduced by the aggregate amount of Vested Stock purchased by the Proposed Buyer from the Tag-Along Notice Offerees pursuant to the acceptance by the Selling Stockholder and its Affiliates and (y) the number them of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction Purchase Offers in accordance with the last sentence provisions of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Shares1.

Tag-Along Rights. (ab) Except as set forth With respect to any proposed Transfer or Transfers (other than a mortgage, pledge or hypothecation or Transfer pursuant to Section 4.2) in Section 6(d)one transaction or a series of related transactions, individually or in the event aggregate, of ten percent (10%) or more of the then outstanding shares of Common Stock by any Stockholder, or two (2) or more Stockholders acting in concert with respect to such Transfer, provided that any such Stockholder or Stockholders and their respective Affiliates collectively own prior to such proposed Transfer twenty-five percent (25%) or more of the then outstanding shares of Common Stock (in such capacity, a “Selling Transferring Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the Transferring Stockholder shall have the obligation, and (i) each other Stockholder, other than Management Stockholders and Director Stockholders, and (ii) each Warrantholder (but a Warrantholder shall only have tag-along rights pursuant to this Section 4.5 with respect to the Common Stock issuable upon exercise of its Warrants (rather than the Warrants themselves) and only if the Transfer would result in a Change of Control) shall have the right but not the obligation, to request the proposed Transferee to purchase from each Stockholder and Warrantholder exercising such right (each, a “Tagging Stockholder”) that number of shares of Common Stock as is proposed requested to be Transferred included by such Tagging Stockholder; provided that if the Selling Stockholder(s) proposed Transferee is unwilling to purchase all of the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Common Stock that the Tag-Along Offeror is willing Tagging Stockholders have requested to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of be acquired by the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance PeriodTransferee, to the extent applicable (the “Tag-Along Period”) then each Tag-Along Tagging Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered sell or otherwise Transfer to the Selling Stockholder, to sell to the Tag-Along Offeror, that Transferee a number of such Tagging Stockholder’s shares of Common Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Common Stock beneficially owned by such Tag-Along Tagging Stockholder as of the date of the Tag-Along Notice; provided that the number of (excluding shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction a Transfer restriction referred to in accordance with the last sentence of this Section 6(a4.5(a). A copy ) multiplied by (y) the percentage of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Common Stock that such Tag-Along the Transferring Stockholder elects is proposing to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder sell relative to the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the total number of shares of Common Stock held by such Transferring Stockholder (excluding shares subject to a Transfer restriction referred to in the last sentence of this Section 4.5(a)) (the amounts in this clause (y), their “Pro Rata Share”). If the proposed Transferee is unwilling to purchase all of the shares of Common Stock proposed to be Transferred by all Tagging Stockholders (determined in accordance with the first sentence of this Section 4.5(a)), then the Transferring Stockholder and each Tagging Stockholder shall reduce, on a pro rata basis based on their respective Sharing Percentages of the shares of Common Stock held by the Transferring Stockholder and the Tagging Stockholders, the Pro Rata Share of the shares of Common Stock that each otherwise would have Transferred so as to permit the Transferring Stockholder and each Tagging Stockholder to sell the number of shares of Common Stock that the proposed Transferee is willing to purchase. Each Tagging Stockholder shall Transfer its shares of Common Stock at the same price per share and upon the same terms and conditions (including time of payment, form of consideration or option to elect form of consideration) as to be paid and given to the Transferring Stockholder. In order to be entitled to exercise its right to sell shares of Common Stock to the proposed Transferee pursuant to this Section 4.5, a Tagging Stockholder must agree to make to the proposed Transferee the same representations, warranties, covenants, indemnities and agreements as the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder (except that in the case of representations and warranties pertaining specifically to the Transferring Stockholder, a Tagging Stockholder shall make the comparable representations and warranties pertaining specifically to itself, and except that no Tagging Stockholder shall have to make representations and warranties with respect to the Company, and except that, in the case of covenants or agreements capable of performance only by certain Stockholders, such covenants or agreements shall be made only by such certain Stockholders). All representations, warranties, covenants, agreements and indemnities made by the Transferring Stockholder and the Tagging Stockholders pertaining specifically to a Tag-Along Offeror (themselves shall be made by each of them severally and not jointly; provided that each of the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, Transferring Stockholder and each Tagging Stockholder shall be entitled to Transfer severally (but not jointly) liable for breaches of representations, warranties, covenants and agreements of or, in the case of representations and warranties pertaining to the Tag-Along Offeror only that Company and its Subsidiaries and for indemnification obligations arising out of or relating to any such breach or otherwise pertaining to the Company and its Subsidiaries, on a pro rata basis (based on the number of shares of Common Stock Transferred by each Transferring Stockholder and each Tagging Stockholder), such liability of each such Stockholder not to exceed the proceeds actually received by such Stockholder. Subject to the next sentence, any Tagging Stockholder that is equal a holder of Limited Voting Common Stock or Common Stock Equivalents (including Warrants) and wishes to (Aparticipate in a sale of Common Stock pursuant to this Section 4.5(a) the shall convert into or exercise or exchange such number of shares of Limited Voting Common Stock or Common Stock Equivalents for Voting Common Stock as may be acquired therefor on or prior to the closing date of such Transfer, provided that it sought any such conversion, exercise or electedexchange may be conditioned on the closing of such Transfer, as applicablein which case such conversion, exercise or exchange shall not be effective until such Transfer has been consummated. Notwithstanding anything in this Section 4.5 to the contrary, if any Transfer of Common Stock or Common Stock Equivalents pursuant to this Section 4.5 is not permitted under an Other Agreement or the Warrant Agreement, then such Transfer shall not be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Sharespermitted hereunder.

Tag-Along Rights. Except with respect to Transfers to pursuant to Section 4.1 (a) Except as set forth in Section 6(db), in the event that any Stockholder (a “Selling Stockholder”) proposes to Transfer Stock to . if one or more Persons, prior Stockholders propose to effecting such Transfer of Stocksell (collectively, the Selling Stockholder shall give not less than ten (10“Initiating Sellers”) days’ prior written notice to a purchaser or related group of purchasers any Stock (the “Tag-Along Notice”Stock’’) (whether in one transaction or in a series of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder related transactions) (the a “Tag-Along StockholdersSale”), which shall specifically identify the identity of the proposed transferee or transferees then each other Stockholder (together, the a “TagNon-Along Offerorinitiating Seller”), the number of shares of Stock as is proposed ) may elect to be Transferred by the Selling Stockholder(s) to participate in the Tag-Along Offeror (Sale by delivering written notice to the “Tag-Along Sale Number”), Company and the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of Initiating Sellers within ten (10) days after following the later receipt by such Non-Initiating Seller of delivery notice of the such Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, Sale. Each Non-Initiating Seller that makes such election shall be entitled to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”)sell, at the same price per share to be paid to and upon on the same terms offered to as the Selling StockholderInitiating Sellers, to sell to the Tag-Along Offeror, that a number of shares of Stock of such Tag-Along Stockholder as is Stock equal to the product of (xa) a fraction, the numerator number determined by dividing the number of which is the shares of Tag-Along Sale Number and the denominator of which is Stock (on an as-converted to Common Stock basis, if applicable) owned by such Non-Initiating Seller, by the aggregate number of shares of Tag-Along Stock owned (on an as-conve1ted to Common Stock basis, if applicable) outstanding at such time and (b) the aggregate number of shares of Tag-Along Stock (on an as-converted to Common Stock basis, if applicable) to be sold by all parties in such Tag-Along Sale. If a Non-Initiating Seller exercises rights pursuant to this Section 5.3, such Non-Initiating Seller shall be required as a condition of such exercise (and shall be entitled) to sell the date same proportionate amount of any other Tag-Along Stock that the Initiating Sellers sell to the purchasers in connection with the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a)Sale. A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Shares.Initials: ___/___/___/___

Tag-Along Rights. (a) Except as set forth in Section 6(d), in In the event that any a Riverstone Stockholder (a “Selling Stockholder”) proposes to Transfer all or any portion of the Common Stock then held by such Riverstone Stockholder to one or more Persons, a Third Party Purchaser prior to effecting such Transfer of Stockthe Lock-up Release Date, the Selling Stockholder shall give not less other than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer pursuant to an Exempt Transfer, each other Stockholder that is not an Affiliate of the Selling Stockholder Management Stockholders and their respective Permitted Transferees and each of the Management Trust Stockholders (collectively, the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the number of shares of Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at ) to sell in their discretion up to the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock percentage of such Tag-Along Stockholder’s Common Stock as all Riverstone Stockholders are proposing to sell in such a transaction by requesting that such Third Party Purchaser purchase from such Tag-Along Stockholder as is up to the number of shares of Common Stock equal to the product number derived by multiplying (i) the total number of shares of Common Stock that the proposed Third Party Purchaser(s) have agreed or committed to purchase by (xii) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate total number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Common Stock owned by such Tag-Along Stockholder as (other than shares issuable upon the exercise of the date Vested Options of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder, but including unvested restricted shares of Common Stock held by such Stockholder by if the Tag-Along Offeror shall proposed Transfer would constitute a Company Sale and including any shares to be subject to reduction in accordance with issued upon any exercise of Vested Options conditioned upon the last sentence of this Section 6(a). A copy consummation of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along RightsTransfer), together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total total number of shares of Common Stock then outstanding (other than shares issuable upon the exercise of then-outstanding Vested Options, but including unvested restricted shares of Common Stock then outstanding if the proposed Transfer would constitute a Company Sale and including any shares issuable upon the exercise of Vested Options conditioned upon the consummation of such Transfer). Notwithstanding the foregoing, or any other provision contained herein, the aggregate number of shares of Common Stock that each Management Stockholder and his or her Permitted Transferees or each Management Trust Stockholder shall have the right to sell pursuant to this Section 5 in connection with all such sales prior to the Lock-up Date shall not exceed such Stockholder’s “Tag-Along SharesSale Cap” set forth next to such Stockholder’s name on Exhibit B. Any shares of Common Stock purchased from Tag-Along Stockholders pursuant to this Section 5(a) shall be purchased upon the same terms and conditions (including timing of purchase and payment) as such proposed Transfer by such Riverstone Stockholder.

Tag-Along Rights. (a) Except as set forth otherwise provided in Section 6(dSections 9.2 or in the Plan[, and for so long (and only for so long) as the Recipient is employed by the Company], with respect to any proposed Disposition of any shares of Capital Stock by any Stockholder or a group of the Stockholders to a person (such other person being hereafter referred to as the “Proposed Purchaser”), such transferring Stockholder(s) shall be required to provide that the Recipient along with each of the other Stockholders having tag-along rights as provided in the event that any Stockholder Stockholders’ Agreement (a referred to herein collectively as the “Selling StockholderTag-Along Stockholders”) proposes shall have the right to Transfer require the Proposed Purchaser to purchase from each of them up to the number of whole shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) owned by each such Tag-Along Stockholder equal to one the number derived by multiplying the total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or more Persons, prior options) that the transferring Stockholders propose to effecting such Transfer of Stocksell by a fraction, the Selling numerator of which shall be the total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) owned by such Tag-Along Stockholder, and the denominator of which shall be the total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) owned by the transferring Stockholders and all such Tag-Along Stockholders. Any shares purchased from Tag-Along Stockholders pursuant to this Section 10.1 shall be at the same price per share and otherwise at the same time and upon the same terms and conditions as the proposed transfer by the transferring Stockholders. For purposes of this Agreement, all consideration received or receivable by a transferring Stockholder from the Proposed Purchaser (and/or its affiliates) or the Company, howsoever denominated, shall give not less than ten be deemed payment for the shares transferred by the transferring Stockholders. (10b) days’ prior The transferring Stockholders shall notify, or cause to be notified, each Stockholder and the Company’s Board of Directors in writing of each such proposed transfer subject to the provisions of this Section 10.1. Such notice shall set forth: (A) the number of shares of Capital Stock proposed to be purchased, (B) the name and address of the Proposed Purchaser, (C) the proposed consideration and terms and conditions of payment offered by the Proposed Purchaser, and (D) that the Proposed Purchaser has been informed of the “tag-along right” provided for in this Section 10.1 and that the Proposed Purchaser has agreed to purchase such shares in accordance with the terms hereof. (c) The tag-along right may be exercised by any Tag-Along Stockholder by delivery of a written notice to the transferring Stockholders (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the number of shares of Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at ’s Board of Directors within thirty (30) days following the option of each receipt of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Shares.notice

Tag-Along Rights. (a) Except as set forth for transfers to a Permitted Transferee and except for the potential transfer of FOG Units and Class B Shares to employees of Fortress and/or its Subsidiaries, if, prior to the consummation of the IPO, any of the Principals (in Section 6(d)each case, in the event that any Stockholder (a “Selling StockholderTag-Along Principal”) proposes to Transfer Stock transfers Class A Shares or FOG Units to one or more PersonsPersons (a “Tag-Along Purchaser”), prior then each Investor that holds Initial Class A Shares (each, a “Tag-Along Rightsholder”) shall have the right to effecting sell to such Transfer Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice (except that the purchase price payable to the participating Tag-Along Rightsholders and such Tag-Along Principal in respect of Stockany Stock Equivalents sold in such transaction shall be net of the exercise price thereof (i.e., the Selling Stockholder shall give not less than ten (10additional consideration payable to Fortress upon the exercise thereof, if any)) days’ prior written notice that number specified by such Tag-Along Rightsholder of Class A Shares, up to that number equal to the percentage of the number of the sum of the Class A Shares and FOG Units proposed to be transferred by such Tag-Along Principal (the “Tag-Along NoticeShares”) of such intended Transfer to each other Stockholder that is not an Affiliate of determined by dividing (A) the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the total number of shares Class A Shares (including for such purposes all Class A Shares which are subject to issuance upon exercise or conversion of Stock as is proposed to be Transferred Equivalents held by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (xRightsholder) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock then owned by such Tag-Along Stockholder as Rightsholder by (B) the sum of (x) the date total number of Class A Shares (including for such purposes all Class A Shares and FOG Units which are subject to issuance upon exercise or conversion of Stock Equivalents held by the Tag-Along Rightsholders) then owned by all such Tag-Along Rightsholders exercising their rights pursuant to this Section 5.2(a) and (y) the total number of Class A Shares and FOG Units then owned by such Tag-Along Principal (including for such purposes all Class A Shares and FOG Units which are subject to issuance upon exercise or conversion Stock Equivalents held by such Principal). The Tag-Along Principal shall effect the sale of the Tag-Along Notice; provided that Shares and the Tag-Along Rightsholders shall sell the number of shares Class A Shares which each Tag-Along Rightsholder has elected to sell pursuant to this Section 5.2(a), and the number of Stock required Class A Shares and FOG Units to be purchased from sold to such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed Purchaser by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder Principal shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Sharesreduced accordingly.

Tag-Along Rights. (a) Except as set forth in Section 6(d), in the event that any Stockholder (a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice If CPN Management (the “Tag-Along NoticeTransferor”) at any time proposes to Transfer shares of Common Stock (or rights to acquire Common Stock) in a single Transfer or a series of related Transfers, and such intended Transfer(s) would constitute a Transfer to each other Stockholder that is not an Affiliate of at least 50% of the Selling Stockholder shares of Common Stock or a Change in Control, to one or more non-Affiliate Persons other than (A) to any other Stockholder, (B) in connection with any Parent Distribution (as defined under the CPN Management LPA) or (c) in connection with a Transfer permitted by Section 2(d) (collectively, a “Tag-Along StockholdersTransferee”), which shall specifically identify the identity of the proposed transferee or transferees then each Non-ECP Stockholder (together, the each a “Tag-Along Offeror”), the number of shares of Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along PeriodTagging Stockholder”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at ) to require that the same price per share proposed Tag-Along Transferee purchase from such Tagging Stockholder (a “Tag-Along Sale”) up to be paid to and the number of shares of Common Stock (including any shares of Common Stock issuable upon the same terms offered to exercise of Vested Options (including options that vest as a result of the Selling Stockholder, to sell consummation of the Transfer to the Tag-Along Offeror, that Transferee)) equal to the number derived by multiplying (i) the total number of shares of Common Stock of such that the proposed Tag-Along Stockholder as is equal Transferee has agreed or committed to the product of purchase by (xii) a fraction, the numerator of which is the total number of shares of Common Stock (including any shares of Common Stock issuable upon the exercise of Vested Options (including options that vest as a result of the consummation of the Transfer to the Tag-Along Sale Number Transferee)) owned by the Tagging Stockholder, and the denominator of which is the aggregate number of shares of Common Stock owned as issued and outstanding (including shares issuable upon the exercise of rights to acquire Common Stock). Neither the date Tag-Along Transferor nor any Affiliate of the Tag-Along Notice by Transferor shall have any liability to any Tagging Stockholder or the Selling Stockholder Company arising from, relating to or in connection with 10 the pursuit, consummation, postponement, abandonment or terms and its Affiliates and (y) the number conditions of shares of Stock owned by any such Tag-Along Stockholder as of Sale, except to the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from extent such Tag-Along Stockholder by the Tag-Along Offeror Transferor shall be subject have failed to reduction in accordance comply with the last sentence provisions of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder 4(a) and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Sharesotherwise occurs.

Tag-Along Rights. (a) Except So long as set forth this Agreement remains in Section 6(d)effect, in with respect to any proposed Transfer by the event that KKR Fund or any Stockholder of its Affiliates (a “collectively, the "Selling Stockholder”Partnership") proposes to Transfer of shares of Common Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is any Person not an Affiliate of the Selling Stockholder KKR Fund, other than (i) in a Public Offering, (ii) pursuant to a bona fide sale to the “Tag-Along Stockholders”public pursuant to Rule 144 under the Securities Act, (iii) pursuant to a distribution to the limited partners of the KKR Fund or (iv) pursuant to any agreement or plan of merger or combination, including any tender or exchange offer in respect thereof, that is approved by the Board and that provides for equal treatment of all outstanding shares of Common Stock (any such transaction, a "Proposed Sale"), which shall specifically identify Great Star and each Permitted Transferee will have the identity of right to require the proposed transferee Transferee or transferees acquiring Person to purchase from Great Star and each Permitted Transferee who exercises its rights under this Section 2.3(a) in accordance with this Section 2.3 (togethercollectively, the “Tag-Along Offeror”), the "Tagging Stockholders") a number of shares of Common Stock as is proposed to be Transferred by the Selling Stockholder(s) up to the Tag-Along Offeror product (rounded up to the “Tag-Along Sale Number”), nearest whole number) of (i) the maximum quotient determined by dividing (A) the aggregate number of shares of Common Stock that owned by the Tag-Along Offeror is willing Tagging Stockholders by (B) the aggregate number of shares of Common Stock owned by the KKR Fund and its Affiliates and the Tagging Stockholders and (ii) the total number of shares of Common Stock proposed to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice be directly or the expiration of the Additional ROFR Acceptance Period, indirectly Transferred to the extent applicable transferee or acquiring Person in the Proposed Sale (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”a "Proposed Transferee"), at the same price per share to be paid to of Common Stock and upon the same terms offered and conditions (including, without limitation, time of payment, form of consideration and adjustments to purchase price) as the Selling Partnership; provided that in order to be entitled to exercise its right to sell shares of Common Stock to the Selling StockholderProposed Transferee pursuant to this Section 2.3, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along each Tagging Stockholder as is equal to the product of (x) a fraction, shall agree to the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned same covenants as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates Partnership agrees to in connection with the Proposed Sale and (y) shall make such representations and warranties as to the number of shares of Stock owned by such Tag-Along Stockholder as title of the date shares as the Selling Partnership makes. Each Tagging Stockholder will be responsible for its proportionate share of the Tagfees, commissions and other out-Along Notice; provided that of-pocket expenses (collectively, "Costs") of the number of shares of Stock required Proposed Sale to be purchased from such Tag-Along Stockholder the extent not paid or reimbursed by the Tag-Along Offeror shall be subject to reduction in accordance with Company, the last sentence of this Section 6(aProposed Transferee or another Person (other than the Selling Partnership). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder Partnership shall be entitled to Transfer estimate the Tagging Stockholders' proportionate share of such Costs and to withhold such amounts from payments to be made to the Tag-Along Offeror only Tagging Stockholder at the time of closing of such Proposed Sale; provided that number (i) such estimate shall not preclude the Selling Partnership from recovering additional amounts from the Tagging Stockholder in respect of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder's proportionate share of such Costs and (ii) the Selling Partnership shall reimburse the Tagging Stockholder to the extent actual amounts are ultimately less than the estimated amounts or any such amounts are paid by the Company, multiplied by the Proposed Transferee or another Person (B) a fraction other than the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesSelling Partnership).

Tag-Along Rights. (a) Except So long as set forth this Agreement remains in effect, with respect to any proposed Transfer by Holdings, or any Person to whom Holdings assigns its rights in accordance with Section 6(d)5.5, in the event that any Stockholder (a “Selling Stockholder”) proposes to Transfer of shares of Common Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is any Person not an Affiliate of the Selling Stockholder Holdings, other than in a Public Offering, whether pursuant to a stock sale, a tender or exchange offer or a similar transaction (the “Tag-Along Stockholders”any such transaction, a "Holdings Sale"), which shall specifically identify Holdings will have the identity of obligation, and each Xxxxxx Investor will have the right, to require the proposed transferee Transferee or transferees acquiring Person to purchase from each Xxxxxx Investor who exercises its rights under Section 3.4(b) (together, the “Tag-Along Offeror”), the a "Tagging Stockholder") a number of shares of Common Stock as is proposed to be Transferred by the Selling Stockholder(s) up to the Tag-Along Offeror product (rounded up to the “Tag-Along Sale Number”), nearest whole number) of (i) the maximum quotient determined by dividing (A) the aggregate number of shares of Common Stock that owned by such Tagging Stockholder by (B) the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”)aggregate number of shares of Common Stock owned by Holdings, the purchase price thereforTagging Stockholder and any other Stockholder entitled to participate in such transaction, and a summary (ii) the total number of the other material terms and conditions shares of the Common Stock proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice to be directly or the expiration of the Additional ROFR Acceptance Period, indirectly Transferred to the extent applicable Transferee or acquiring Person in the contemplated Holdings Sale (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”a "Proposed Transferee"), at the same price per share to be paid to of Common Stock and upon the same terms offered and conditions (including, without limitation, time of payment and form of consideration) as to be paid and given to Holdings; provided, that in order to be entitled to exercise its right to sell shares of Common Stock to the Selling Stockholder, Proposed Transferee pursuant to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number3.4, each Tagging Stockholder must agree to make to the Proposed Transferee substantially the same representations, warranties, covenants, proportionate indemnities and agreements as Holdings agrees to make in connection with the proposed Holdings Sale, provided that such representations, warranties, covenants, indemnities and agreements shall be entitled to Transfer made severally and not jointly by each Tagging Stockholder. Each Tagging Stockholder will be responsible for its proportionate share of the costs of the Holdings Sale to the Tag-Along Offeror only extent not paid or reimbursed by the Company or the Proposed Transferee, provided that number of shares of Stock that is equal such costs shall exclude fees paid to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesHoldings and/or its affiliates.

Tag-Along Rights. (a) Except So long as set forth this Agreement shall remain in Section 6(deffect, with respect to any proposed Transfer by Blackstone of Common Stock (other than to an Affiliate of Blackstone, including any of its partners), in Blackstone shall have the event that any Stockholder (a “Selling Stockholder”) proposes to Transfer Stock to one or more Personsobligation, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to and each other Stockholder that is not an Affiliate of shall have the Selling Stockholder (the “Tag-Along Stockholders”)right, which shall specifically identify the identity of to require the proposed transferee or transferees to purchase from each Stockholder having and exercising such right (togethereach, the “Tag-Along Offeror”)including any Person having similar rights pursuant to any other agreement, the a "Tagging Stockholder") a number of shares of Common Stock as is up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of shares of Common Stock beneficially owned on a fully diluted basis by such Tagging Stockholder and sought by the Tagging Stockholder to be included in the contemplated Transfer by (B) the aggregate number of shares of Common Stock beneficially owned on a fully diluted basis by Blackstone and all Tagging Stockholders and (ii) the total number of shares of Common Stock proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (transferee in the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price thereforcontemplated Transfer, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to of Common Stock and upon the same terms offered and conditions (including, without limitation, time of payment and form of consideration) as to the Selling Stockholder, be paid and given to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along NoticeBlackstone; provided that the number of in order to be entitled to exercise its right to sell shares of Common Stock required to be purchased from such Tag-Along the proposed transferee pursuant to this Section 3.5(a), a Tagging Stockholder by must agree to make to the Tag-Along Offeror transferee the same representations, warranties, covenants, indemnities and agreements as Blackstone agrees to make in connection with the proposed Transfer of the shares of Common Stock of Blackstone (except that in the case of representations and warranties pertaining specifically to Blackstone a Tagging Stockholder shall make the comparable representations and warranties pertaining specifically to itself); and provided further that all representations, warranties and indemnities shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred made by the Tagging Stockholders to a Tag-Along Offeror (severally and not jointly and that the “Total Tag-Along Shares”) is greater than liability of Blackstone and the Maximum Tag-Along Sale Number, each Tagging Stockholder Stockholders thereunder shall be entitled to Transfer borne by each such Stockholder on a pro rata basis and be limited to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror proceeds received by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesStockholder in such Transfer.

Tag-Along Rights. If at any time Gazit-Globe or any affiliate thereof agrees to sell any of its Shares of any class to any third party, Gazit-Globe shall not complete, or permit such affiliate thereof to complete, such sale unless such third party offers, which offer shall remain irrevocable for a period of at least five business days (a) Except as set forth in Section 6(dsubject to the last paragraph of this Article 2.01), in the event that any Stockholder (a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the number of shares of Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tagfrom Xxxxx-Along Sale Number”)Xxxx and its affiliates, the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered and conditions applicable to the Selling Stockholdersale by Gazit-Globe or such affiliate thereof, to sell the same proportion, (rounded to the Tag-Along Offeror, that nearest whole number of shares Shares) of Stock Xxxxx-Xxxx’x and its affiliates’ Shares of that class which the number of Shares of that class agreed to be sold by Gazit-Globe or such Tag-Along Stockholder as affiliate thereof to such third party is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares Shares of Stock owned as of that class held by Gazit-Globe and its affiliates at the date of such agreement. The foregoing provision shall not apply to (i) any sale of Shares of any class (“Sale”) through the Tagfacilities of The Toronto Stock Exchange which, when added to the aggregate number of Shares of that class sold by Gazit-Along Notice by the Selling Stockholder Globe and its Affiliates and (y) affiliates through the facilities of the Exchange during the preceding 12-month period, does not exceed 5% of the total number of shares Shares of Stock owned by such Tag-Along Stockholder as of that class issued and outstanding at the date of such Sale, (ii) any Sale pursuant to any formal take-over bid as such term is defined in the Tagthe Securities Act (Ontario), or (iii) any Shares pledged by Gazit-Along Notice; provided Globe or any affiliate thereof as security for a bona fide loan that the number of shares of Stock required to be purchased from such Tag-Along Stockholder are foreclosed upon or sold by the Taglender with respect to such loan. A change in control of an affiliate of Gazit-Along Offeror shall Globe that holds Shares will be considered a sale of such Shares (a “Deemed Gazit-Globe Sale”) that is subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the TagArticle 2.01, such that Xxxxx-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder Xxxx shall be entitled to Transfer sell Shares as if Gazit-Globe had sold the Shares held by the affiliate the control over which is to be changed. If such affiliate has assets and/or liabilities in addition to Shares (such that the sale price of the interests in such affiliate may not be determinative of the sale price of the Shares held by such affiliate), then the price per Share applicable to the Tag-Along Offeror only Deemed Sale for purposes of this Article 2.01 shall be as mutually agreed by the parties hereto in good faith; provided, that number of shares of Stock that is equal if the parties hereto are unable to (A) agree on such price per Share within the number of shares that it sought or electedfive business day period during which the third party offers to purchase such Shares, as applicable, to the price per Share shall be Transferred to such Tag-Along Offeror determined by such Tagging Stockholder, multiplied an independent investment bank mutually agreed upon by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Sharesparties hereto in good faith.

Tag-Along Rights. (a) Except as set forth If QUALCOMM shall enter into an agreement to effect, or propose to effect, a sale, transfer or other disposition of Ordinary Shares (provided, that with respect to the BCI Parties, such sale, transfer or other disposition must be in Section 6(d), in excess of 51% of the event that any Stockholder Ordinary Shares then owned by QUALCOMM) (a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “"Tag-Along Notice”) of such intended Transfer to Sale"), each other Stockholder that is not an Affiliate of the Selling Stockholder Vendors and the BCI Parties (as applicable) shall have the “right (a "Tag-Along Stockholders”Right"), which shall specifically identify but not the identity of the proposed transferee or transferees (togetherobligation, the “to participate in such Tag-Along Offeror”), Sale by selling up to the number of shares Ordinary Shares equal to the number of Stock as is proposed to be Transferred by the Selling Stockholder(s) Ordinary Shares subject to the Tag-Along Offeror (Sale multiplied by its respective Percentage Interest immediately prior to the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery consummation of the Tag-Along Notice Sale. For purposes of this Section 6.4 only, Percentage Interest shall be calculated as follows: (i) if QUALCOMM enters into an agreement for a Tag-Along Sale prior to the earlier of the date which is 42 months after the Closing Date or the expiration Positive EPS Date, then the number of Ordinary Shares owned by VeloCom shall be excluded from the aggregate number of Ordinary Shares issued and outstanding (denominator in the Percentage Interest definition), (ii) if QUALCOMM enters into an agreement for a Tag-Along Sale after the earlier of the Additional ROFR Acceptance Perioddate which is 42 months after the Closing Date or the Positive EPS Date, then the number of Ordinary Shares owned by VeloCom shall be included in the aggregate number of Ordinary Shares issued and outstanding (denominator in the Percentage Interest definition), and (iii) in either case, if any Vendor intends to exercise a Warrant to obtain Ordinary Shares to sell in the Tag-Along Sale, the number of Ordinary Shares to be so obtained by any such Vendor shall be included in the number of Ordinary Shares held by such Vendor (numerator in the Percentage Interest definition) and the aggregate number of Ordinary Shares to be so obtained by all such Vendors shall be included in the aggregate number of Ordinary Shares issued and outstanding (denominator in the Percentage Interest definition). The number of Ordinary Shares which QUALCOMM is entitled to Transfer in the Tag-Along Sale shall be reduced to the extent applicable of the participation of any Vendor or BCI Party (the “as applicable) pursuant to this Section 6.4. Any such sale by a Vendor or BCI Party (as applicable) exercising a Tag-Along Period”) each Right shall be for the same price and on the same terms and conditions as the proposed Tag-Along Stockholder shall have Sale by QUALCOMM. If in the right (the “Tag-Along Right”Sale QUALCOMM intends to sell any QUALCOMM Commitment Shares along with the corresponding portion of the QUALCOMM Commitment (as permitted under Section 3.4(a), at ) and the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell sale price applicable to the Tag-Along OfferorSale does not take into account the value of the QUALCOMM Commitment being so assumed, that number of shares of Stock of such then the per share price applicable to each Vendor's and each BCI Party's Tag-Along Stockholder Right shall be increased to include such value. None of the Vendors or BCI Parties (as is equal applicable) shall be obligated to pay any portion of the product of (x) transaction costs associated with a fraction, the numerator of which is the Tag-Along Sale Number and or the denominator sale, transfer or delivery of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by securities pursuant thereto, other than such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole Vendor's or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesBCI Party's costs.

Tag-Along Rights. (a) Except as set forth in Subject to Section 6(d2(d), in the event that if any Stockholder Investor proposes to transfer Common Stock (a “"Tag-Along Sale") to another Person, such Investor (the "Selling Stockholder”Investor") proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (a "Transfer Notice") of such proposed transfer to the “other Investor with respect to such Tag-Along Notice”Sale at least fifteen (15) days prior to the consummation of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder proposed transfer, setting forth (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), i) the number of shares of Common Stock as is proposed to be Transferred transferred, (ii) the form and amount of consideration to be received for such Common Stock by the Selling Stockholder(sInvestor, (iii) to the Tag-Along Offeror identity of the purchaser (the “Tag-Along Sale Number”"Proposed Transferee"), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the iv) any other material terms and conditions of the proposed Transfer. For a period ending on , (v) the later date of ten the proposed Transfer and (10vi) days after an invitation to the later of delivery of other Investor to elect (if the Investor makes such election, such Investor would be the 'Tagging Investor" and, together with the Selling Investor, the "Tag Along Sellers") to include in the Tag-Along Notice or Sale Common Stock held by such Tagging Investor. If the expiration of the Additional ROFR Acceptance PeriodTagging Investor elects to participate in such transfer, to the extent applicable (the “Tag-each Tag Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to Seller will be paid to and upon the same terms offered to the Selling Stockholder, entitled to sell to in the Tag-Along Offeror, that proposed transfer a number of shares of Common Stock of such Tag-Along Stockholder as is equal to the product of (xA) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is quotient determined by dividing (1) the aggregate number of shares of Common Stock owned as of the date of the Tag-by such Tag Along Notice Seller by the Selling Stockholder and its Affiliates and (y2) the aggregate number of shares of Common Stock owned by such Tag-Along Stockholder as all of the date of Tag Along Sellers participating in such proposed transfer, and (B) the Tag-Along Notice; provided that the aggregate number of shares of Common Stock required to be purchased from sold in the contemplated transfer (such Tag-amount for each Tag Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling StockholderSeller, the “Tagging Stockholders”"Tag Along Sale Percentage"). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that case of Gores, its Tag Along Sale Percentage may be shared, to the number of shares of Stock proposed to be Transferred extent required by the Tagging Stockholders terms of the IXX, with the investors party to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than IXX, but in no event shall the Maximum Tag-aggregate Tag Along Sale Number, each Tagging Stockholder shall Percentage of Gores be entitled higher than it would be if such investors did not elect to Transfer to sell under the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesIXX.

Tag-Along Rights. (a) Except So long as set forth this Agreement remains in Section 6(d)effect, in the event that with respect to any Stockholder (a “Selling Stockholder”) proposes to proposed Transfer by Xxxxxx of shares of Common Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is any Person not an Affiliate of the Selling Stockholder Xxxxxx, other than in a Public Offering, whether pursuant to a stock sale, a tender or exchange offer or a similar transaction (the “Tag-Along Stockholders”any such transaction, a "Xxxxxx Sale"), which shall specifically identify Xxxxxx will have the identity obligation, and each of Corning and its Permitted Transferees will have the right, to require the proposed transferee Transferee or transferees acquiring Person to purchase from each of Corning and its Permitted Transferees who exercises its rights under Section 2.4(b) (together, the “Tag-Along Offeror”), the a "Tagging Stockholder") a number of shares of Common Stock as is proposed to be Transferred by the Selling Stockholder(s) up to the Tag-Along Offeror product (rounded up to the “Tag-Along Sale Number”), nearest whole number) of (i) the maximum quotient determined by dividing (A) the aggregate number of shares of Common Stock that owned by such Tagging Stockholder by (B) the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”)aggregate number of shares of Common Stock owned by Xxxxxx, the purchase price thereforTagging Stockholder and any other Stockholder entitled to participate in such transaction, and a summary (ii) the total number of the other material terms and conditions shares of the Common Stock proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice to be directly or the expiration of the Additional ROFR Acceptance Period, indirectly Transferred to the extent applicable Transferee or acquiring Person in the contemplated Xxxxxx Sale (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”a "Proposed Transferee"), at the same price per share to be paid to of Common Stock and upon the same terms offered and conditions (including, without limitation, time of payment and form of consideration) as to be paid and given to Xxxxxx; provided, that in order to be entitled to exercise its right to sell shares of Common Stock to the Selling Stockholder, Proposed Transferee pursuant to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number2.4, each Tagging Stockholder must agree to make to the Proposed Transferee the same representations, warranties, covenants, indemnities and agreements as Xxxxxx agrees to make in connection with the proposed Xxxxxx Sale; and provided, further, that no Tagging Stockholder shall be entitled required to Transfer make representations, warranties or covenants or provide indemnification with respect to any matter other than its ownership of the shares of Common Stock to be transferred, its ability to transfer such shares free and clear of all encumbrances and its authority and due authorization to transfer such shares. Each Tagging Stockholder will be responsible for its proportionate share of the costs incurred in connection with the Xxxxxx Sale to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) extent not paid or reimbursed by the number of shares that it sought Company or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesProposed Transferee.

Tag-Along Rights. (a) Except as set forth in Section 6(d)Prior to an Initial Public Offering, in the event that with respect to any Stockholder (a “Selling Stockholder”) proposes to proposed Transfer by BLUM and its Affiliates of shares of Common Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less any Xxxson other than ten BLUM and its Affiliates (10each a "Third Party") days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”)thxx xn a Public Offering, which shall specifically identify be subject to Article III), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, a "BLUM Sale"), BLUM and its Affiliates will have the identity obligxxxxn, and eaxx xf the Non-BLUM Parties will have the right, to require the proposex xxansferee or acquiring Person (a "Proposed Transferee") to purchase from each of the proposed transferee or transferees Non-BLUM Parties who exercises its rights under Section 2.4(x) (together, the “Tag-Along Offeror”), the a "Tagging Securityholder") a number of shares of Common Stock as is proposed to be Transferred by the Selling Stockholder(s) up to the Tag-Along Offeror product (rounded to the “Tag-Along Sale Number”), nearest whole number of shares) of (i) the maximum quotient determined by dividing (A) the aggregate number of outstanding shares of Common Stock owned by such Tagging Securityholder by (B) the aggregate number of outstanding shares of Common Stock and (ii) the total number of shares of Common Stock that the Tag-Along Offeror is willing proposed to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice be directly or the expiration of the Additional ROFR Acceptance Period, indirectly Transferred to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), Proposed Transferee at the same price per share to be paid to and upon the same terms offered and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to BLUM and/or its Affiliates (as applicable). In order to xx xntitled to exercise its right to sell shares of Common Stock to the Selling StockholderProposed Transferee pursuant to this Section 2.4, each Tagging Securityholder must agree to sell make to the Tag-Along OfferorProposed Transferee the same covenants, indemnities (with respect to all matters other than BLUM's and/or its Affiliates' Ownership of Common Stock) xxx xgreements as BLUM and/or its Affiliate (as applicable) agrees to make xx connection with the BLUM Sale and such representations and warranties (and rxxxxed indemnification) as to its Ownership of its Common Stock as are given by BLUM and/or its Affiliate (as applicable) with respect tx xxch party's Ownership of Common Stock; provided, that all such covenants, indemnities and agreements shall be made by each Tagging Securityholder, severally and not jointly, and that the liabilities thereunder (other than with respect to Ownership, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fractionBLUM, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as Tagging Securityholders. Xach Tagging Securityholder will be responsible for its proportionate share of the date of reasonable out-of-pocket costs incurred by BLUM and its Affiliates in connection with the Tag-Along Notice; provided that BLUM Sale xx the number of shares of Stock required to be purchased from such Tag-Along Stockholder extent not paid or reimbursed by the Tag-Along Offeror shall be subject to reduction in accordance with Coxxxxy or the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesProposed Transferee.

Tag-Along Rights. (a) Except So long as set forth this Agreement shall remain in Section 6(d)effect, in the event that unless (x) a Public Offering of Common Stock shall have occurred or (y) Vestar and its Affiliates, but not any Stockholder (other Permitted Transferee of any thereof, beneficially own on a “Selling Stockholder”) proposes to Transfer fully diluted basis an aggregate number of shares of Common Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten one-third (10) days’ prior written notice (the “Tag-Along Notice”1/3) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the number of shares of Common Stock beneficially owned on a fully diluted basis by Vestar on the date of its execution and delivery of this Agreement, with respect to any proposed Transfer by any of Vestar and its Affiliates (but not any other Permitted Transferee of any thereof) (in such capacity, a "Transferring Stockholder") of Common Stock, other than as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”)provided in Sections 3.2 and 3.6, the maximum Transferring Stockholder shall have the obligation, and each other Stockholder and its Permitted Transferees shall have the right, to require the proposed transferee to purchase from each Stockholder and its Permitted Transferees having and exercising such right (a "TAGGING STOCKHOLDER") a number of shares of Common Stock that up to the Tag-Along Offeror is willing product (rounded up to purchase the nearest whole number) of (i) the “Maximum Tag-Along Sale Number”), quotient determined by dividing the purchase price thereforaggregate number of shares of Common Stock beneficially owned on a fully diluted basis by such Tagging Stockholder and sought by the Tagging Stockholder to be included in the contemplated Transfer by the aggregate number of shares of Common Stock beneficially owned on a fully diluted basis by the Transferring Stockholder plus the aggregate number of shares of Common Stock beneficially owned on a fully diluted basis by all Tagging Stockholders and sought by all Tagging Stockholders to be included in the contemplated Transfer and (ii) the total number of shares of Common Stock proposed to be directly or indirectly Transferred to the Transferee in the contemplated Transfer, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to of Common Stock and upon the same terms offered and conditions (including without limitation time of payment and form of consideration) as to be paid and given to the Selling Transferring Stockholder, PROVIDED that in order to be entitled to exercise its right to sell shares of Common Stock to the Tag-Along Offerorproposed transferee pursuant to this Section 3.5, that number a Tagging Stockholder must agree to make to the Transferee the same representations, warranties, covenants, indemnities and agreements as the Transferring Stockholder agrees to make in connection with the proposed transfer of the shares of Common Stock of such Tag-Along the Transferring Stockholder as is equal (except that in the case of representations and warranties pertaining specifically to the product Transferring Stockholder, a Tagging Stockholder shall make the comparable representations and warranties pertaining specifically to itself, and except that in the case of (xcovenants or agreements capable of performance only by certain Stockholders, such covenants or agreements shall be made only by such certain Stockholders) a fractionand PROVIDED FURTHER that all representations, warranties, covenants, agreements and indemnities made by the numerator of which is the Tag-Along Sale Number Transferring Stockholder and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required Tagging Stockholders pertaining specifically to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror themselves shall be subject to reduction in accordance with the last sentence made by each of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of them severally and not jointly and PROVIDED FURTHER that each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Transferring Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer severally (but not jointly) liable for breaches of representations, warranties, covenants and agreements of or (in the case of representations and warranties) pertaining to the Tag-Along Offeror only Company and its Subsidiaries, and for indemnification obligations arising out of or relating to any such breach or otherwise pertaining to the Company and its Subsidiaries, on a pro rata basis, such liability of each such Stockholder not to exceed such Stockholder's pro rata portion of the gross proceeds of the sale. Any Tagging Stockholder that is a holder of Common Stock Equivalents and wishes to participate in a sale of Common Stock pursuant to this Section 3.5(a) shall convert into or exercise or exchange such number of shares Common Stock Equivalents for Common Stock as may be required therefor on or prior to the closing date of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesTransfer.

Tag-Along Rights. (ai) Except as set forth in the case of (i) any transfer of Shares by any Clarion Stockholder on the Closing Date to any manager or employee of the Company or to any Additional Stockholder or (ii) a transfer pursuant to Section 6(d3.1(g), in the event that if any Clarion Stockholder (a “Tag-Along Selling Stockholder”) proposes seeks to Transfer Stock transfer Shares to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less third parties other than ten a Permitted Transferee (10) days’ prior written notice (the a “Tag-Along NoticePurchaser”) in any one transaction or series of related transactions, representing more than five percent (5%) of the Shares (determined based on the applicable class of Shares being transferred) then held by such Tag-Along Selling Stockholder, then each Regions Stockholder and each Additional Stockholder (each, a “Tag-Along Rightholder”) shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice (except that the purchase price payable to the Tag-Along Rightholders and the Tag-Along Selling Stockholder in respect of any Common Stock Equivalents and/or Preferred Stock Equivalents sold in such transaction shall be net of the exercise price thereof, if any) that number of Shares specified by the Tag-Along Rightholder of each class of Shares proposed to be transferred by such Clarion Stockholder, up to that number equal to the percentage of the number of Shares of such intended Transfer class proposed to each other Stockholder that is not an Affiliate of be transferred by the Tag-Along Selling Stockholder (the “Tag-Along StockholdersOffered Securities”) determined by dividing (A) the total number of Common Shares (other than Common Stock Equivalents granted under any Company Option Plan) or Preferred Shares (other than Preferred Stock Equivalents granted under any Company Option Plan), which shall specifically identify the identity of the proposed transferee or transferees (togetheras applicable, the “Tag-Along Offeror”), the number of shares of Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock then owned by such Tag-Along Rightholder by (B) the sum of (x) the total number of Common Shares (other than Common Stock Equivalents granted under any Company Option Plan) or Preferred Stock (other than Preferred Stock Equivalents granted under any Company Option Plan), as applicable, then owned by all such Tag-Along Rightholders exercising their rights pursuant to this Section 3.1(f)(i), (y) the total number of Common Shares then owned by any other Person that is entitled to participate in such sale, and (z) the total number of Common Shares or Preferred Shares, as applicable, then owned by the Clarion Stockholders. The Tag-Along Selling Stockholder as of shall effect the date sale of the Tag-Along Notice; provided that Offered Securities and the Tag-Along Rightholder(s) shall sell the number and class of shares of Stock required Shares to be purchased from sold by such Tag-Along Stockholder Rightholder(s) pursuant to this Section 3.1(f)(i), and the number and class of Shares to be sold to such Tag-Along Purchaser by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Sharesreduced accordingly.

Tag-Along Rights. (a) Except as set forth Subject to Section 3.4, following the end of the Lock-Up Period, in Section 6(dconnection with any Transfer by Mars Snacking other than a Mars Permitted Transfer, in one or a series of related transactions (including pursuant to a merger, consolidation, share exchange, business combination or similar transaction), in of any of the event that any Stockholder issued and outstanding Shares held by Mars Snacking (a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along NoticeSale”) ), to any Person (who, for the avoidance of such intended Transfer to each other Stockholder that doubt, is not an Affiliate of the Selling Stockholder a Mars Permitted Transferee) (the a “Tag-Along StockholdersPurchaser”), which shall specifically identify each Original Rollover Shareholder (in respect of Rollover Shares held in its own name or in the identity name of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the number any of shares of Stock as is proposed to be Transferred by the Selling Stockholder(sits Rollover Permitted Transferees) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right in accordance with this Section 3.5 (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell each such Shareholder whose shares are subject to the Tag-Along OfferorRight, that a “Tagging Shareholder” and each Tagging Shareholder together with its relevant Associates, a “Tagging Group”) to: (i) if Mars Snacking is proposing to Transfer a number of shares Class A Shares that constitute 50% or less of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate total number of shares of Stock owned as of the date of the Tagthen-Along Notice by the Selling Stockholder issued and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rightsoutstanding Shares, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number Purchaser the same percentage of shares Shares held by the Tagging Group as the percentage of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Class A Shares held by Mars Snacking being Transferred to such the Tag-Along Offeror Purchaser or (ii) if Mars Snacking is proposing to Transfer a number of Shares that constitutes more than 50% of the total number of then-issued and outstanding Shares, Transfer to the Tag-Along Purchaser all (but not less than all) of the Shares held by the Tagging Group (the Shares with respect to which such Tagging StockholderGroup has a Tag-Along Right in clauses (i) and (ii), multiplied the “Tag-Along Shares”), in each case, on substantially the same terms and conditions as those received by (B) a fraction Mars Snacking; provided, that where the numerator of which is consideration in the Maximum Tag-Along Sale Number consists of or includes securities, if the issuance of such securities to the Tagging Group would require either a registration statement under the Securities Act, or preparation of a disclosure statement pursuant to Regulation D (or any successor regulation) under the Securities Act or a similar provision of any state securities law or similar Law, and such registration statement or disclosure statement is not otherwise being prepared in connection with the denominator of which is the Total Tag-Along Shares.Sale, then, at the option of Mars Snacking, such Tagging Group shall receive, in lieu of such securities, an amount equal to the Fair Market Value of such securities in cash. The provisions of this Section

Tag-Along Rights. (a) Except If the Buyer agrees to sell Qualified Common Stock, as defined below, then held by it to an unaffiliated purchaser (a "Tag Purchaser") in a single, arm's length, privately negotiated transaction (e.g., this Section shall not apply to any public sales pursuant to registration statement), or in a series of related such transactions, and elects not to exercise its Bring Along rights set forth in Section 6(d3.4 of this Agreement (a "Proposed Tag Sale"), in then the event that any Stockholder Buyer shall deliver notice to AIP (a “Selling Stockholder”the "Sales Notice") proposes of its intent to Transfer sell or otherwise transfer the applicable Qualified Common Stock to one or more Persons, at least five (5) days prior to effecting such Transfer of Stock, sale or transfer. The Sales Notice shall state the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate name of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”)Tag Purchaser, the number of shares of Qualified Common Stock as is held by the Buyer proposed to be Transferred sold and shall include all material terms of the transaction. If AIP notifies the Buyer in writing within five (5) days after receipt of the Sales Notice, AIP shall have the right, upon consummation by the Buyer of such sale, to require the Tag Purchaser to purchase from AIP a portion of AIP's Qualified Common Stock (such portion determined as described below) on the same terms and conditions as specified in the Sales Notice. To the extent AIP and one or more members of the Buyer (AIP and those selling members being referred to herein as "Selling Stockholder(sHolders") to the Tag-Along Offeror (the “Tag-Along Sale Number”)exercise their respective rights of participation, the maximum number of shares of Qualified Common Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary Buyer may sell shall be correspondingly reduced. Each Selling Holder may sell all or any part of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Qualified Common Stock of such Tag-Along Stockholder as is equal to the product obtained by multiplying (i) the aggregate number of shares of Qualified Common Stock covered by the Sales Notice by (xii) a fraction, the numerator of which is shall be the Tag-Along Sale Number number of shares of Qualified Common Stock owned by the Selling Holder on the date of the Sales Notice and the denominator of which is shall be the aggregate total number of shares of Qualified Common Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) Buyer plus the number of shares of Qualified Common Stock owned held by such Tag-Along Stockholder as all of the Selling Holders on the date of the Tag-Along Sales Notice; provided that . AIP shall effect its participation in the number of shares of Stock required sale by promptly entering into any purchase agreement, transfer agreement or other agreement necessary to be purchased from consummate such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent transaction or delivering to the CompanyBuyer certificates evidencing the applicable Qualified Common Stock duly endorsed for transfer to the purchaser of such Qualified Common Stock as set forth in the Sales Notice. The Tag-Along Rights may be exercised in whole To the extent that any prospective purchaser or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholderpurchasers refuses to purchase Qualified Common Stock from AIP, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, Buyer shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred not sell to such Tag-Along Offeror by prospective purchaser or purchasers any Qualified Common Stock unless and until, simultaneously with such Tagging Stockholdersale, multiplied by (B) a fraction the numerator of which is Buyer purchases such shares or other Qualified Common Stock from AIP for the Maximum Tag-Along Sale Number same consideration and on the denominator of which is same terms and conditions as the Total Tag-Along Sharesproposed transfer described in the Sales Notice.

Tag-Along Rights. (ai) Except as set forth in Section 6(dThe Company hereby agrees to obtain the following tag-along rights for the benefit of the Optionee: Prior to the consummation of an Initial Public Offering, if (i) either Cerberus Capital Management, L.P. and its affiliates (“Cerberus”) or General Atlantic Partners 76, L.P. and its affiliates (“GA”) propose to sell its shares of common stock of the Company (or securities convertible into shares of common stock of the Company), representing at least 15% of all of the then outstanding shares of common stock of the Company, on a fully-diluted basis, to a third-party purchaser or acquirer (other than Cerberus or GA) (a “Third Party Buyer”), in the event that any Stockholder a single transaction or series of related transactions (a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholdersalong Transaction”), which shall specifically identify the identity of the proposed transferee or transferees and (together, the “Tag-Along Offeror”), the number of shares of Stock as is proposed to be Transferred by the Selling Stockholder(sii) to the Tagextent that either Cerberus or GA is entitled to exercise its drag-Along Offeror (along right pursuant to the “Tag-Along Sale Number”)terms of Section 10(a) hereof in connection therewith, it does not elect to do so, the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder Optionee shall have the right (subject to the “provisions of this Section 10(b)) to require the Third Party Buyer in the Tag-Along Right”)along Transaction to purchase from the Optionee, on the same terms and subject to the same conditions and at the same price per share to be paid to and upon at which Cerberus or GA (as applicable, the same terms offered to the Selling Stockholder, to sell to “Initiating Seller”) is selling its shares in the Tag-Along Offeroralong Transaction, that a number of shares equal to (i) the total number of shares of Stock of such common stock being purchased by the Third Party Buyer in the Tag-Along Stockholder as is equal to the product of along Transaction, multiplied by (xii) a fraction, (A) the numerator of which is the Tag-Along Sale Number number of shares of common stock owned by the Optionee and/or subject to vested Options held by the Optionee and (B) the denominator of which is the aggregate total number of shares of Stock owned as of the date of the Tagon a fully-Along Notice diluted basis, by the Selling Stockholder Initiating Sellers, the Optionee and its Affiliates and (y) the number of shares of Stock owned by any other persons entitled to assert tag-along or analogous rights in connection with such Tag-Along Stockholder as of the date of the Tag-Along Noticealong Transaction; provided that the number of shares of Stock required Optionee shall execute such agreements or other documents and to take such other actions as may be purchased from reasonably necessary to effect such Tagsale. Notwithstanding any provision contained herein to the contrary, the tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction along right set forth in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice 10(b) shall promptly not be sent to the Company. The Tag-Along Rights may be exercised exercisable in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Numberalong Transaction results in a Change in Control. In such event, each Tagging Stockholder Section 5 hereof shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred apply to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Sharesalong Transaction.

Tag-Along Rights. (a) Except as set forth in Section 6(d), in In the event that any Stockholder then Stockholders which are not Newbridge (the "Non-Newbridge Stockholders") desire to make a “Selling Stockholder”) proposes to Transfer Disposition of their Issued Common Stock to one a Listed Third Party in a single transaction or more Personsseries of related transactions, prior to effecting such Transfer of StockNewbridge shall have the right, but not the Selling Stockholder shall give not less than ten (10) days’ prior written notice obligation (the “"Tag-Along Notice”Right"), to require the Non-Newbridge Stockholders to require the Listed Third Party to acquire one hundred percent (100%) of such intended Transfer the Issued Common Stock and to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of sell to the proposed transferee purchaser or transferees (togetherpurchasers, at the “Tag-Along Offeror”), the number of shares of Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of on the other material terms and conditions established by the Non-Newbridge Stockholders for such Disposition, either (i) all of the proposed Transfer. For a period ending on the later of ten Issued Common Stock owned by Newbridge or (10ii) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Issued Common Stock of (or if such Tag-Along Stockholder as number is equal to not an integral number, the next integral number which is greater than such number) which shall be the product of (xA) the total number of shares of Issued Common Stock owned by Newbridge, and (B) a fraction, the numerator of which is shall be the Tagnumber of shares of Issued Common Stock to be sold by the Non-Along Sale Number Newbridge Stockholders and the denominator of which is shall be the aggregate total number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Issued Common Stock owned by the Non-Newbridge Stockholders. The Issued Common Stock held by Newbridge to be sold hereunder to the Listed Third Party shall be sold on the same terms and conditions as those applicable to the Non-Newbridge Stockholders, including the time of sale, form of consideration and per share price. Newbridge's failure to exercise rights under this Section 5.4 shall result in exclusion from sale in the transaction. If Newbridge desires to exercise its rights under this Section 5.4, such TagPerson shall give written notice thereof to the Non-Along Stockholder as Newbridge Stockholders no later than fifteen (15) days after receipt of notice provided by the Non-Newbridge Stockholder. If Newbridge desires to exercise its rights under this Section 5.4, it shall promptly take all necessary steps to effectuate the sale of the date Issued Common Stock covered thereby, including, but not limited to, the furnishing of information customarily provided in connection with such a sale and the Tag-Along Notice; provided that the number execution of shares of Stock required such sales and other transfer documents with such representations, warranties, agreements, covenants and indemnities as may reasonably be required. All references to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror "sell" herein shall be subject deemed to reduction include transfer, dispose of or otherwise convey in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised manner in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise which such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock Disposition is proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Sharesmade.

Tag-Along Rights. (a) Except So long as set forth this Agreement remains in Section 6(d)effect, in with respect to any proposed Transfer by the event that KKR Fund or any Stockholder of its Affiliates (a “collectively, the "Selling Stockholder”Partnership") proposes to Transfer of shares of Common Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is any Person not an Affiliate of the Selling Stockholder KKR Fund, other than (i) in a Public Offering, (ii) pursuant to a bona fide sale to the “Tag-Along Stockholders”public pursuant to Rule 144 under the Securities Act, (iii) pursuant to a distribution to the limited partners of the KKR Fund or (iv) pursuant to any agreement or plan of merger or combination, including any tender or exchange offer in respect thereof, that is approved by the Board and that provides for equal treatment of all outstanding shares of Common Stock (any such transaction, a "Proposed Sale"), which shall specifically identify Lisco and each Permitted Transferee will have the identity of right to require the proposed transferee Transferee or transferees acquiring Person to purchase from Lisco and each Permitted Transferee who exercises its rights under this Section 2.3(a) in accordance with this Section 2.3 (togethercollectively, the “Tag-Along Offeror”), the "Tagging Stockholders") a number of shares of Common Stock as is proposed to be Transferred by the Selling Stockholder(s) up to the Tag-Along Offeror product (rounded up to the “Tag-Along Sale Number”), nearest whole number) of (i) the maximum quotient determined by dividing (A) the aggregate number of shares of Common Stock that owned by the Tag-Along Offeror is willing Tagging Stockholders by (B) the aggregate number of shares of Common Stock owned by the KKR Fund and its Affiliates and the Tagging Stockholders and (ii) the total number of shares of Common Stock proposed to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice be directly or the expiration of the Additional ROFR Acceptance Period, indirectly Transferred to the extent applicable transferee or acquiring Person in the Proposed Sale (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”a "Proposed Transferee"), at the same price per share to be paid to of Common Stock and upon the same terms offered and conditions (including, without limitation, time of payment, form of consideration and adjustments to purchase price) as the Selling Partnership; provided that in order to be entitled to exercise its right to sell shares of Common Stock to the Selling StockholderProposed Transferee pursuant to this Section 2.3, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along each Tagging Stockholder as is equal to the product of (x) a fraction, shall agree to the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned same covenants as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates Partnership agrees to in connection with the Proposed Sale and (y) shall make such representations and warranties as the number Selling Partnership makes. Each Tagging Stockholder will be responsible for funding its proportionate share of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction any escrow arrangements in accordance connection with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice Proposed Sale and for its proportionate share of any Tag-Along Stockholder’s intention withdrawals therefrom, including without limitation any such withdrawals that are made with respect to exercise such Tag-Along Rightsclaims arising out of agreements, in whole covenants, representations, warranties or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to other provisions relating the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock Proposed Sale that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred were not made by the Tagging Stockholders Stockholder. Each Tagging Stockholder will be responsible for its proportionate share of the fees, commissions and other out-of-pocket expenses (collectively, "Costs") of the Proposed Sale to a Tag-Along Offeror the extent not paid or reimbursed by the Company, the Proposed Transferee or another Person (the “Total Tag-Along Shares”) is greater other than the Maximum Tag-Along Sale Number, each Tagging Stockholder Selling Partnership). The Selling Partnership shall be entitled to Transfer estimate the Tagging Stockholders' proportionate share of such Costs and to withhold such amounts from payments to be made to the Tag-Along Offeror only Tagging Stockholder at the time of closing of such Proposed Sale; provided that number (i) such estimate shall not preclude the Selling Partnership from recovering additional amounts from the Tagging Stockholder in respect of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder's proportionate share of such Costs and (ii) the Selling Partnership shall reimburse the Tagging Stockholder to the extent actual amounts are ultimately less than the estimated amounts or any such amounts are paid by the Company, multiplied by the Proposed Transferee or another Person (B) a fraction other than the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesSelling Partnership).

Tag-Along Rights. (a1) Except So long as set forth this Agreement remains in Section 6(deffect, with respect to any proposed Transfer by WCAS or any of its Designated Affiliates (collectively, the "SELLING STOCKHOLDER") of shares of Company Capital Stock and/or Warrants to any Person who is not a Permitted Transferee, other than in a Public Offering, pursuant to a bona fide sale to the public pursuant to Rule 144 under the Securities Act or pursuant to any agreement or plan of merger or combination, including any tender or exchange offer in respect thereof, that is approved by the Board and that provides for equal treatment of all outstanding shares of Company Capital Stock and Warrants (any such transaction, a "PROPOSED SALE"), each Schedule I Purchaser (other than WCAS), FFT Purchaser and each of their Permitted Transferees will have the right to require the proposed Transferee or acquiring Person to purchase from each such Stockholder and each Permitted Transferee who exercises its rights under this Section III(1) in the event that any Stockholder accordance with this Section III(1) (a “Selling Stockholder”"TAGGING STOCKHOLDER") proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the a number of shares of Company Capital Stock as is proposed to be Transferred by the Selling Stockholder(s) and Warrants up to the Tag-Along Offeror product (rounded up to the “Tag-Along Sale Number”), nearest whole number) of (i) the maximum quotient determined by dividing (A) the aggregate number of shares of Company Capital Stock that and Warrants owned by such Tagging Stockholders by (B) the Tag-Along Offeror is willing aggregate number of shares of Company Capital Stock and Warrants owned by WCAS and its Designated Affiliates and the Tagging Stockholders and (ii) the total number of shares of Company Capital Stock and Warrants proposed to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice be directly or the expiration of the Additional ROFR Acceptance Period, indirectly Transferred to the extent applicable transferee or acquiring Person in the Proposed Sale (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”a "PROPOSED TRANSFEREE"), at the same price per share to be paid to of Company Capital Stock and Warrants and upon the same terms offered and conditions (including, without limitation, time of payment, form of consideration and adjustments to purchase price) as the Selling Stockholder, ; PROVIDED that in order to be entitled to exercise its right to sell shares of Company Capital Stock and Warrants to the Tag-Along OfferorProposed Transferee pursuant to this Section III(1), that number of shares of Stock of such Tag-Along each Tagging, Stockholder as is equal to the product of (x) a fractionshall agree to the same covenants with respect to such Tagging Stockholders, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by appropriate, as the Selling Stockholder and its Affiliates agrees to in connection with the Proposed Sale; PROVIDED, HOWEVER, that the aggregate amount of liability of such Tagging Stockholder with respect to such covenants shall not exceed the proceeds to such Tagging Stockholder in connection with the Proposed Sale, and (y) shall make such representations and warranties concerning its title to the number of shares of Company Capital Stock owned by such Tag-Along and Warrants to be sold in connection with the Proposed Sale and its authority to enter into and consummate the Proposed Sale as the Selling Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock makes, but shall not be required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject make any other representations and warranties or indemnities other than with respect to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder its own representations and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Shareswarranties.

Tag-Along Rights. (a) Except So long as set forth this Agreement remains in effect, with respect to any proposed Transfer by Holdings or any Person to whom Holdings assigns its rights in accordance with Section 6(d), in the event that any Stockholder (a “Selling Stockholder”7.4(c) proposes to Transfer of shares of Common Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is any Person not an Affiliate of the Selling Stockholder Holdings, other than in a Public Offering, whether pursuant to a stock sale, a tender or exchange offer or a similar transaction (the “Tag-Along Stockholders”any such transaction, a "Holdings Sale"), which shall specifically identify Holdings will have the identity of obligation, and Holder will have the right, to require the proposed transferee Transferee or transferees acquiring Person to purchase from a Holder who exercises its rights under Section 7.3(b) (together, a "Tagging Stockholder") a number of Shares up to the “Tag-Along Offeror”), product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of Shares owned by such Tagging Stockholder by (B) the aggregate number of shares of Common Stock as is proposed to be Transferred owned by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”)Holdings, the maximum Tagging Stockholder and any other Stockholder entitled to participate in such transaction, and (ii) the total number of shares of Common Stock that the Tag-Along Offeror is willing proposed to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice be directly or the expiration of the Additional ROFR Acceptance Period, indirectly Transferred to the extent applicable (Transferee or acquiring Person in the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”)contemplated Holdings Sale, at the same price per share to be paid to of Common Stock and upon the same terms offered and conditions (including, without limitation, time of payment and form of consideration) as to be paid and given to Holdings; provided, that in order to be entitled to exercise its right to sell Shares to the Selling Stockholder, proposed Transferee or acquiring Person pursuant to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number7.3, each Tagging Stockholder shall be entitled must agree to Transfer make to the Tag-Along Offeror only that number Transferee or acquiring Person substantially the same representations, warranties, covenants, indemnities and agreements as Holdings agrees to make in connection with the proposed Holdings Sale. Each Tagging Stockholder will be responsible for its proportionate share of shares the costs of Stock that is equal the Holdings to (A) the number of shares that it sought extent not paid or elected, as applicable, to be Transferred to such Tag-Along Offeror reimbursed by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is Company or the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesTransferee.

Tag-Along Rights. (a) Except as set forth in Section 6(d), in In the event that the principal stockholder(s) of the Company, whether alone or with any Stockholder other stockholder (such holder or group of holders, the “Transferring Stockholder”), desires to transfer or sell any shares of the Company’s common stock (the “Proposed Sale”), the Company shall provide a written notice (a “Selling StockholderNotice of Proposed Sale”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), Purchasers describing the number of shares of the Company’s Common Stock as is proposed to be Transferred transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”)Transferring Stockholders, the maximum number name of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”)proposed transferee, the per share purchase price therefor, and a summary of the any other material terms and conditions of the proposed Transfertransfer. For a period ending on Each Purchaser (other than the later of ten (10Transferring Stockholders) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right to elect to participate in the Proposed Sale at the same price and subject to the same material terms and conditions as described in the Notice of Proposed Sale (the such right, a “Tag-Along Right”), at and include in the same price per share to be paid to and upon the same terms offered Proposed Sale up to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of the Company’s Common Stock of such Tag-Along Stockholder as is equal to the product of (x) the total number of shares of the Company’s Common Stock that the proposed transferee has agreed, committed or is willing to purchase and (y) a fraction, the numerator of which is the Tag-Along Sale Number aggregate number of shares of Common Stock owned by the Purchaser, and the denominator of which is the aggregate number of shares of Common Stock owned as held by all holders of Common Stock (the date of the “Eligible Tag-Along Shares”). Each Purchaser who elects to exercise its Tag-Along Right (each, a “Tag-Along Stockholder”) must give the Company a written notice (“Tag-Along Notice”) within fifteen (15) days upon receiving the Notice by the Selling Stockholder of Proposed Sale, stating its election to exercise its Tag-Along Right and its Affiliates and (y) describing the number of shares of Common Stock owned it elects to be included in the Proposed Sale. Subject to the restriction of the Eligible Ta-Along Shares, each Tag-Along Stockholder may include in the Proposed Sale all or any part of the shares of Common Stock held by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the CompanyStockholder. The Tag-Along Rights Transferring Stockholder may be exercised elect in whole or in part at its discretion to terminate the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice sale of any Tag-Along Stockholder’s intention of its shares in the Proposed Sale (and shall not otherwise be deemed to exercise such Tag-Along Rights, in whole owe any duty or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered responsibility to the Tag-Along Offeror and the Company prior Stockholder to the end proceed), in which case, its obligations under this Section 1.6 in respect of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company Rights shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Sharescease.

Tag-Along Rights. If prior to a Public Offering any of NCP-SBG or its Affiliates desire to transfer in excess of 10% of the maximum amount of Common Stock ever owned in the aggregate by NCP-SBG and its Affiliates (a) Except as set forth in Section 6(dthe "Tag- Along Minimum"), in the event that any Stockholder (to a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that Person who is not an Affiliate of the Selling Stockholder NCP-SBG (the “a "Tag-Along Stockholders”Buyer"), which on a cumulative basis, in one or a series of transactions, then NCP-SBG shall specifically identify the identity of the proposed transferee or transferees deliver written notice (together, the “a "Tag-Along Offeror”)Notice") to the Company and the other Stockholders, which notice shall state (i) the name and address of the Tag-Along Buyer, (ii) the per share amount (the "Tag-Along Price") and form of consideration NCP-SBG proposes to receive for its shares of Common Stock, and (iii) the number of shares of Common Stock as is proposed NCP-SBG proposes to be Transferred by sell (the Selling Stockholder(s) to the "Tag-Along Offeror Shares") and shall be accompanied by drafts of purchase and sale documentation (the “"Tag-Along Sale Number”), Purchase Agreement") setting forth the maximum number terms and conditions of shares payment of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, such consideration and a summary of the all other material terms and conditions of such transfer (the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the "Tag-Along Notice or Terms"). During the expiration 15 Business Day period 4 104 following receipt of such notice by the Additional ROFR Acceptance PeriodCompany and the other Stockholders, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder other Stockholders shall have the right (the “a "Tag-Along Right”"), at exercised by delivery of a written notice to NCP-SBG and the same price per share to be paid to and upon the same terms offered to the Selling StockholderCompany, to sell participate in such sale to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal Buyer on and subject to the product of (x) same price, terms and conditions offered to NCP-SBG, on a fraction, pro rata basis determined as the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice quotient obtained by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to dividing (A) the number of shares that it sought or electedof Common Stock then held by each Stockholder so electing to sell (each such Person, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging an "Accepting Stockholder, multiplied ") by (B) a fraction the numerator aggregate number of which is shares of Common Stock then held by NCP-SBG and Affiliates and by all of the Maximum Accepting Stockholders who are transferring shares to the Tag-Along Sale Number and Buyer. If the denominator of which is the Total Tag-Along SharesRight shall not have been exercised prior to the expiration of the 15 Business Day period, then at any time during the 90 days following the expiration of the 15 Business Day period, subject to extension for not more than an additional 60 days to the extent reasonably required to comply with applicable laws in connection with such sale, NCP-SBG and its Affiliates may sell the Tag- Along Shares to the Tag-Along Buyer at the Tag-Along Price and on the Tag-Along Terms. Upon request from NCP-SBG, the Company will provide NCP-SBG with a Stockholder List.

Tag-Along Rights. (a) Except as set forth in Section 6(d), in the event that If at any Stockholder (a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, time prior to effecting such Transfer the third anniversary of Stock, the Selling Stockholder shall give not less than ten Issuance Date any Principal Shareholder or any Related Party thereof (10) days’ prior written notice (the “each a "Tag-Along Notice”Seller") shall enter into an agreement to effect, or effect or propose to effect, any sale, transfer or other disposition of Common Stock owned by such intended Transfer Principal Shareholder or Related Party to each any other Stockholder that is not an Affiliate of the Selling Stockholder Person (the “a "Tag-Along Stockholders”Sale"), which each Holder of Warrants or Warrant Stock shall specifically identify have the identity of right, but not the proposed transferee or transferees (togetherobligation, the “to participate in such Tag-Along Offeror”), Sale by selling up to the number of shares (on an aggregate basis) of Warrant Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number issued upon exercise of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is Warrants equal to the product of (xi) the total number of shares (on an aggregate basis) of Common Stock proposed to be sold in the proposed Tag-Along Sale multiplied by (ii) a fraction, the numerator of which is equal to the number of shares (on an aggregate basis) of Warrant Stock owned by such Holder immediately prior to such Tag-Along Sale Number Sale, and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred (on an aggregate basis) of Common Stock (and Common Stock then issuable under Options and Convertible Securities) owned by the Tag-Along Seller immediately prior to such Tag-Along Offeror by such Tagging Stockholder, multiplied by Sale plus (B) a fraction the numerator number of which is shares (on an aggregate basis) of Warrant Stock owned by such Holder together with the Maximum number of shares (on an aggregate basis) of Common Stock (and Common Warrant Agreement ----------------- Stock then issuable under Options and Convertible Securities) owned by any holder thereof who has similar "tag-along" rights and elects to exercise such rights in connection with the Tag-Along Sale, in each case immediately prior to the Tag-Along Sale. Any such sales by such Holder shall be on the same terms and conditions as the proposed Tag-Along Sale Number and by the denominator of which is the Total Tag-Along SharesSeller, except such Holder shall not be required to make any representations or warranties other than with respect to (x) its title to and ownership of the shares of Warrant Stock to be sold by it in such Tag-Along Sale, (y) such Holder's power and authority to effect such transfer and (z) such matters pertaining to compliance with securities law as the transferee of such Warrant Stock may reasonably require. As a condition to participating in such Tag-Along Sale, any such Holder proposing to sell Warrant Stock in such sale must exercise its Warrants to acquire Common Stock representing such Warrant Stock. No Person shall have the right to sell Warrants in any Tag-Along Sale.

Tag-Along Rights. (a) Except In the event of any proposed Transfer of Common Stock by any of the Existing Stockholders (the "Selling Stockholders") in a single transaction or a series of related transactions involving shares of Common Stock aggregating at least 15% of the shares of Common Stock collectively then owned by the Existing Stockholders to a person (such other person being hereinafter referred to as set forth in Section 6(dthe "proposed purchaser"), other than pursuant to an Exempt Transfer or in a bona fide public distribution pursuant to an effective Registration Statement under the event that any Stockholder (a “Selling Stockholder”) proposes to Transfer Stock to one or more PersonsSecurities Act, prior to effecting such Transfer each of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice Holders of Warrants and Warrant Shares (the “"Non-Selling Stockholders") each shall have the irrevocable and exclusive right, but not the obligation (the "Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”Right"), which shall specifically identify the identity of to require the proposed transferee or transferees purchaser to purchase from each of them up to a number of Warrant Shares (together, and/or Warrants exercisable for a number of Warrant Shares) owned by such Holder equal to the “Tag-Along Offeror”), the total number of shares of Common Stock as is proposed to be Transferred sold by the Selling Stockholder(s) Stockholders to the Tag-Along Offeror proposed purchaser (the “Tag-Along Sale Number”)collectively, the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10"Transfer Shares") days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (x) multiplied by a fraction, the numerator of which is the Tag-Along Sale Number number of Warrant Shares (including the number of Warrant Shares issuable upon the exercise of Warrants) owned by such Holder, and the denominator of which is the aggregate total number of shares of Common Stock and Warrant Shares (including the number of Warrant Shares issuable upon the exercise of Warrants) owned by the Selling Stockholders and by all of the Holders of Warrant Shares and Warrants (the number of Warrant Shares that a Holder of Warrants or Warrant Shares may require to be so purchased being referred to as of such Holder's "Tag-Along Shares"). The Company shall give written notice at least 15 days prior to the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the TagNon-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Shares.Selling Stockholders stating:

Tag-Along Rights. A. If Brentwood Associates Buyout Fund II, L.P. (athe "Partnership") Except or any of its respective Affiliates (as set forth in Section 6(dhereinafter defined) (collectively, the "Selling Group"), in the event that at any Stockholder time or from time to time, enters into an agreement (whether oral or written) to transfer, sell or otherwise dispose of, directly or indirectly (a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “"Tag-Along Notice”) Sale"), any shares of such intended Transfer to Holdings Common Stock or any interest therein, then each other Stockholder that is shall have the right, but not an Affiliate of the Selling Stockholder (the “obligation, to participate in such Tag-Along Stockholders”), which shall specifically identify Sale (and to displace the identity Selling Group to the extent of the proposed transferee or transferees (together, the “Tag-Along Offeror”), such participation) by selling up to the number of shares of Holdings Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10"Stockholders' Allotment") days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (xi) the total number of shares of Holdings Stock proposed to be sold or otherwise disposed of by the Selling Group in the Tag-Along Sale multiplied by (ii) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is shall equal the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Holdings Stock owned by other Stockholders who have elected to participate in such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered Sale immediately prior to the Tag-Along Offeror Sale and the Company prior to denominator of which shall equal the end of sum of: (A) the Tag-Along Period, setting forth the aggregate number of shares of Holdings Stock that owned by members of the Selling Group who have elected to participate in such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer immediately prior to the Tag-Along Offeror only that Sale; and (B) the aggregate number of shares of Holdings Stock owned by other Stockholders who have elected to participate in such Tag-Along Sale, immediately prior to the Tag-Along Sale. Any such sale by any Stockholder shall be on the same terms and conditions as the proposed Tag-Along Sale by the Selling Group; provided, however, that is equal to (A) all selling Stockholders shall share pro rata, based upon the number of shares that it sought being sold by each (i) in any indemnity liabilities to the proposed transferee or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction purchaser in the numerator of which is the Maximum Tag-Along Sale Number (other than representations as to unencumbered ownership of and ability to transfer the denominator of which is the Total Tag-Along Shares.shares being

Tag-Along Rights. (a) Except as set forth If prior to a Public Offering any of NCP-SBG or its Affiliates desire to transfer in Section 6(d), excess of 10% of the maximum amount of Common Stock ever owned in the event that any Stockholder (a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice aggregate by NCP-SBG and its Affiliates (the “"Tag-Along Notice”) of such intended Transfer Minimum"), to each other Stockholder that a Person who is not an Affiliate of the Selling Stockholder NCP-SBG (the “a "Tag-Along Stockholders”Buyer"), which on a cumulative basis, in one or a series of transactions, then NCP-SBG shall specifically identify the identity of the proposed transferee or transferees deliver written notice (together, the “a "Tag-Along Offeror”)Notice") to the Company and the other Stockholders, which notice shall state (i) the name and address of the Tag-Along Buyer, (ii) the per share amount (the "Tag-Along Price") and form of consideration NCP-SBG proposes to receive for its shares of Common Stock, and (iii) the number of shares of Common Stock as is proposed NCP-SBG proposes to be Transferred by sell (the Selling Stockholder(s) to the "Tag-Along Offeror Shares") and shall be accompanied by drafts of purchase and sale documentation (the “"Tag-Along Sale Number”), Purchase Agreement") setting forth the maximum number terms and conditions of shares payment of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, such consideration and a summary of the all other material terms and conditions of such transfer (the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the "Tag-Along Notice or Terms"). During the expiration 15 Business Day period following receipt of such notice by the Additional ROFR Acceptance PeriodCompany and the other Stockholders, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder other Stockholders shall have the right (the “a "Tag-Along Right”"), at exercised by delivery of a written notice to NCP-SBG and the Company, to participate in such sale to the Tag- Along Buyer on and subject to the same price per share to be paid to price, terms and upon the same terms conditions offered to NCP-SBG, on a pro rata basis determined as the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice quotient obtained by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to dividing (A) the number of shares that it sought or electedof Common Stock then held by each Stockholder so electing to sell (each such Person, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging an "Accepting Stockholder, multiplied ") by (B) a fraction the numerator aggregate number of which is shares of Common Stock then held by NCP-SBG and Affiliates and by all of the Maximum Accepting Stockholders who are transferring shares to the Tag-Along Sale Number and Buyer. If the denominator of which is the Total Tag-Along SharesRight shall not have been exercised prior to the expiration of the 15 Business Day period, then at any time during the 90 days following the expiration of the 15 Business Day period, subject to extension for not more than an additional 60 days to the extent reasonably required to comply with applicable laws in connection with such sale, NCP-SBG and its Affiliates may sell the Tag-Along Shares to the Tag-Along Buyer at the Tag-Along Price and on the Tag-Along Terms. Upon request from NCP-SBG, the Company will provide NCP-SBG with a Stockholder List.

Tag-Along Rights. (a) Except as set forth in Section 6(d), in If at any time the event that any Stockholder (a “Selling Stockholder”) Sponsor Group proposes to enter into an agreement to sell or otherwise dispose of (directly or indirectly) for value any Company Securities, other than (i) a sale or disposition that would trigger piggy-back registration rights under Section 7 hereof, (ii) any direct or indirect Transfer of Stock to one another member of the Sponsor Group or more Personsan Affiliate thereof, prior (iii) any Repurchase effected in compliance with Section 8 below or (iv) any customary syndications of up to effecting 25% of the Company Securities directly or indirectly owned by the Sponsor Group (such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the sale or other disposition for value being referred to as a “Tag-Along NoticeSale”) ), then, except as provided in Section 4(g), the Sponsor Group shall afford each member of such intended Transfer to each other Management Stockholder Group whose Management Stockholder Group holds, in the aggregate, more than 100 Shares and/or vested Stock Equivalents that is not an Affiliate are exercisable (or would become vested and exercisable as a result of the Selling Stockholder Tag-Along Sale) (each, individually, a “Tag-Along Stockholder” and, collectively, the “Tag-Along Stockholders”), which shall specifically identify ) the identity opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 4. The maximum number of the proposed transferee or transferees Shares that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale (together, the such Tag-Along Stockholder’s “Tag-Along OfferorAllotment”), ) shall be equal to the product (rounded up to the nearest whole number) of (x) the number of shares Shares owned, or issuable upon exercise of any vested Stock Equivalents that are exercisable (or would become vested and exercisable as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery result of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”Sale), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of by such Tag-Along Stockholder as is equal of the close of business on the day immediately prior to the product of Tag-Along Notice Date (xas defined in Section 4(b) hereof) and (y) a fraction, the numerator of which is the number of Company Securities proposed by the Sponsor Group to be Transferred directly or indirectly pursuant to the Tag-Along Sale Number and the denominator of which is the aggregate total number of shares of Stock Company Securities directly or indirectly owned by the Sponsor Group as of the date close of business on the day immediately prior to the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesDate.

Tag-Along Rights. (a) Except as set forth provided in Section 6(d2.01(e), in the event that if any Stockholder Holder (a “Selling Stockholder”"Transferring Party") proposes to Transfer sell or otherwise dispose of any of its Common Stock to one or more Persons, prior any Third Party (a "Tag-along Purchaser") pursuant to effecting such Transfer of Stocka bona fide offer to purchase (a "Tag-along Offer"), the Selling Stockholder Transferring Party shall give not less than ten (10) days’ prior provide written notice (the “"Tag-Along along Offer Notice”") of such intended Transfer Tag-along Offer to the Issuer and the Issuer shall promptly provide written notice (the effective date of such notice being the "Tag-along Notice Date") of such Tag-along Offer to each other Stockholder that is not an Affiliate of the Selling Stockholder Holder and its Permitted Transferees (the “each, a "Tag-Along Stockholders”), which along Offeree") in the manner set forth in this Section 2.01. The Tag-along Offer Notice shall specifically identify the identity of the proposed transferee or transferees (togetherTag-along Purchaser, the “Tag-Along Offeror”along Ratio (as defined below), the number consideration per share of shares of Common Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For Tag-along Offer and, in the case of a period ending on Tag-along Offer in which the later consideration payable for Common Stock consists in part or in whole of ten (10) days after the later of delivery of consideration other than cash, such information relating to such consideration as the Tag-Along Notice or along Offeree may reasonably request as being necessary for such Tag-along Offeree to evaluate such non-cash consideration, it being understood that such request shall not obligate the expiration of the Additional ROFR Acceptance Period, Transferring Party to deliver any information to such Tag-along Offeree not provided to the extent applicable (Transferring Party by the “Tag-Along Period”) each along Purchaser. It is understood and agreed that the provisions of this Article II shall not apply to any "distribution-in-kind" of shares of Common Stock by any Investor to the partners of such Investor. Each Tag-Along Stockholder along Offeree shall have the right (the “Tag-Along Right”)right, at the same price per share to be paid to and upon the same terms offered to the Selling Stockholderexercisable as set forth below, to sell to accept the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal along Offer for up to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Common Stock owned by determined pursuant to Section 2.01(b). The consideration per share paid to any Tag-along Offeree shall be not less than the highest price paid per share to the Transferring Party in respect of its Common Stock. Each Tag-along Offeree that desires to accept the Tag-along Offer shall provide the Transferring Party with written revocable notice (a "Tag-along Notice") (specifying, subject to Section 2.01(b), the number of Common Stock which such Tag-Along Stockholder as along Offeree desires to sell) within 45 days after the Tag-along Notice Date, and shall simultaneously provide a copy of such Tag-along Notice to the date Issuer, and the Issuer shall forward a copy of each such Tag-along Notice to the Transferring Party and each other Tag-along Offeree. Such Tag-along Notice may be withdrawn or modified at any time until the expiration of 45 days after the Tag-along Notice Date (the "Tag-along Notice Period"). At the expiration of the Tag-Along Notice; provided that along Notice Period, the most recent Tag-along Notice shall become irrevocable and binding, and shall constitute an irrevocable acceptance of the Tag-along Offer by the Tag-along Offeree for the Common Stock specified therein. As soon as practicable after the expiration of the Tag-along Notice Period, the Transferring Party shall notify the Issuer and each accepting Tag-along Offeree of the number of shares of Common Stock required to be purchased from such Tag-Along Stockholder by along Offeree is obligated to sell or otherwise dispose of pursuant to the Tag-Along Offeror shall along Offer, such number to be subject to reduction calculated in accordance with Section 2.01(b). The Transferring Party shall notify the last sentence Issuer and each accepting Tag-along Offeree of the proposed date of any sale ("Sale Date") pursuant to this Section 6(a). A copy 2.01 no less than five days prior to the Sale Date, and each accepting Tag-along Offeree shall deliver to the Transferring Party the Duly Endorsed certificate or certificates representing the Common Stock to be sold or otherwise disposed of pursuant to such offer by such Tag-along Offeree, together with a limited power-of-attorney authorizing the Transferring Party to sell or otherwise dispose of such Common Stock pursuant to the terms of the Tag-Along Notice shall promptly along Offer and all other documents required to be sent to the Company. The Tag-Along Rights may be exercised executed in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise connection with such Tag-Along Rightsalong Offer, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company no less than two days prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesDate.

Tag-Along Rights. (a) Except as set forth in Section 6(d), in the event that any Stockholder If Stockholders (a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, "the Selling Stockholder shall give not less than ten (10Stockholders") days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the are transferring a number of shares of Stock as is proposed equal to be Transferred by 50% or more of the Selling Stockholder(sthen outstanding shares of Stock (on an As-Converted Basis) in a single transaction or a series of transactions to a third party (a "Third Party Purchaser"), then each of the RWBS Holders (the "Tag-Along Offeror Rightholders") shall have the right to sell to the Third Party Purchaser, upon the terms and conditions set forth in the notice to the Company provided for in (the “ii) below, up to that percentage of shares of Stock (on an As-Converted Basis) held by such Tag-Along Sale Number”), Rightholder as is equal to that percentage determined by dividing (i) the maximum total number of shares of Stock that the Tag(on an As-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the Converted Basis) proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon transferred by Selling Stockholders by (ii) the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that total number of shares of Stock of such Tag(on an As-Along Stockholder as is equal to Converted Basis) then outstanding (the product quotient of (xi) a fractionand (ii), being the "Percentage of Offered Securities"); provided, however, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate total number of shares of Stock owned as of the date of the (on an As-Converted Basis)a Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror Rightholder shall be subject entitled to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, sell shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end inclusive of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred sold by such RWBS Holder if also acting in the Tagging Stockholders capacity of a Selling Stockholder. The RWBS Holders may allocate their tag-along rights pursuant to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to this Section 4.2 among themselves by mutual agreement; provided the Tag-Along Offeror only that Rightholders shall not be entitled pursuant to this Section 4.2 to sell to a Third Party Purchaser a greater number of shares of Stock that is equal to (A) than the number of shares that it sought or elected, as applicable, to be Transferred to such of Stock collectively held by the Tag-Along Offeror by such Tagging Stockholder, Rightholders multiplied by (B) a fraction the numerator Percentage of which is Offered Securities. The Selling Stockholders and the Maximum Tag-Along Sale Number and Rightholders shall effect the denominator sale of which is the Total Offered Securities as follows: the Tag-Along SharesRightholders shall sell up to the number of Offered Securities permitted to be sold pursuant to this Section 4.2 and the number of Offered Securities to be sold to the Third Party Purchaser shall be reduced pro-rata among the Selling Shareholders.

Tag-Along Rights. (a) Except So long as set forth this Agreement remains in effect, with respect to any proposed Transfer by BDPI or any Person to whom BDPI assigns its rights in accordance with Section 6(d), in the event that any Stockholder (a “Selling Stockholder”7.4(c) proposes to Transfer of shares of Common Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is any Person not an Affiliate of the Selling Stockholder BDPI, other than in a Public Offering, whether pursuant to a stock sale, a tender or exchange offer or a similar transaction (the “Tag-Along Stockholders”any such transaction, a "BDPI Sale"), which shall specifically identify BDPI will have the identity of obligation, and Holder will have the right, to require the proposed transferee Transferee or transferees acquiring Person to purchase from a Holder who exercises its rights under Section 7.3(b) (together, a "Tagging Stockholder") a number of Shares up to the “Tag-Along Offeror”), product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of Shares owned by such Tagging Stockholder by (B) the aggregate number of shares of Common Stock as is proposed to be Transferred owned by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”)BDPI, the maximum Tagging Stockholder and any other Stockholder entitled to participate in such transaction, and (ii) the total number of shares of Common Stock that the Tag-Along Offeror is willing proposed to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice be directly or the expiration of the Additional ROFR Acceptance Period, indirectly Transferred to the extent applicable (Transferee or acquiring Person in the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”)contemplated BDPI Sale, at the same price per share to be paid to of Common Stock and upon the same terms offered and conditions (including, without limitation, time of payment and form of consideration) as to be paid and given to BDPI; provided, that in order to be entitled to exercise its right to sell Shares to the Selling Stockholder, proposed Transferee or acquiring Person pursuant to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number7.3, each Tagging Stockholder shall be entitled must agree to Transfer make to the Tag-Along Offeror only that number Transferee or acquiring Person substantially the same representations, warranties, covenants, indemnities and agreements as BDPI agrees to make in connection with the proposed BDPI Sale. Each Tagging Stockholder will be responsible for its proportionate share of shares the costs of Stock that is equal the BDPI to (A) the number of shares that it sought extent not paid or elected, as applicable, to be Transferred to such Tag-Along Offeror reimbursed by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is Company or the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesTransferee.

Tag-Along Rights. (a) Except With respect to any proposed Transfer by any AEA Investor of shares of Company Common Stock to any Person (other than any Transfer (i) to any of its Affiliates, (ii) to any of its partners or members, (iii) pursuant to Section 2.4, (iv) in a registered offering pursuant to the Registration Rights Agreement or (v) pursuant to Rule 144 of the Securities Act, as set forth in Section 6(dsuch Rule may be amended (which such Transfers shall be governed by a coordination agreement to be entered into by and among the AEA Investors, Starr and Starr II)), in the event that whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any Stockholder other transaction (a any such transaction, an “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along StockholdersAEA Sale”), which shall specifically identify the identity of AEA Investors will have the obligation, and Starr II will have the right, to require the proposed transferee or transferees acquiring Person to purchase from Starr II, to the extent it exercises its rights under Section 2.3(b) (together, the “Tag-Along OfferorTagging Stockholder”), the ) a number of shares of Company Common Stock as is proposed up to be Transferred the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by the Selling Stockholder(sTagging Stockholder by (B) to the Tag-Along Offeror aggregate number of outstanding shares of Company Common Stock owned by the AEA Investors and the Tagging Stockholder and (ii) the “Tag-Along Sale Number”), the maximum total number of shares of Company Common Stock that the Tag-Along Offeror is willing proposed to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice be directly or the expiration of the Additional ROFR Acceptance Period, indirectly Transferred to the extent applicable transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (the a “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along RightProposed Transferee”), at the same price per share to be paid to and upon the same terms offered and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the Selling AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, the Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ ownership of Company Common Stock and other corporate matters with respect to AEA Investors) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock and general corporate representations as are given by the AEA Investors with respect to the Tagging Stockholder’s ownership of Company Common Stock and general corporate matters; provided, that all such covenants, indemnities and agreements shall be made by the AEA Investors and the Tagging Stockholder severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred and general authorization and similar representations of such Stockholder, and general corporate matters with respect to sell to the Tag-Along Offeroreach such Stockholder, that number which shall be several obligations and no Stockholder shall be responsible for a breach of shares of Stock of such Tag-Along Stockholder as is equal to the product of (xcovenant by any other Stockholder) shall be borne on a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) pro rata basis based on the number of shares of Stock owned Transferred by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with AEA Investors and the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, Stockholder and shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered limited to the Tag-Along Offeror and the Company prior to the end lesser of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number net proceeds actually received by the Tagging Stockholder for such Transferred shares of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by Company Common Stock and (B) a fraction the numerator Tagging Stockholder’s pro rata share of which is any “cap” on indemnification obligations of the Maximum TagStockholders Transferring shares of Company Common Stock in the AEA Sale. The Tagging Stockholder will be responsible for its proportionate share of the reasonable out-Along of-pocket costs incurred by the AEA Investors in connection with the AEA Sale Number and to the denominator of which is extent not paid or reimbursed by the Total Tag-Along SharesCompany or the Proposed Transferee.

Tag-Along Rights. (a) Except as set forth in Section 6(d), in the event that any Stockholder (a “Selling Stockholder”) proposes If First Reserve wishes to Transfer Common Stock other than pursuant to one a registered offering, a Transfer pursuant to Rule 144, a Transfer by First Reserve with the approval of a majority of the members of the Board not affiliated with First Reserve or more Personsa Transfer by First Reserve or an FRC Affiliate to any other FRC Affiliate, prior to effecting such Transfer the partners of StockFirst Reserve or to Company employees, the Selling Stockholder then First Reserve shall give not less than ten (10) days’ prior written deliver a notice (the “Tag-Along Notice”) of such intended Transfer to each other the Management Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee state First Reserve’s intention to sell Common Stock to one or transferees (togethermore persons, the “Tag-Along Offeror”), the number amount of shares of Common Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”)sold, the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on Subject to the later terms and conditions of this Article 2, the Management Stockholder shall have the right, exercisable upon written notice to First Reserve within ten (10) days after the later of delivery receipt of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance PeriodNotice, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon participate in such sale of Common Stock on the same terms offered to the Selling Stockholder, to sell to and conditions as set forth in the Tag-Along OfferorNotice, that up to the total number of shares of Common Stock of such Tag-Along Stockholder as is equal to the product of (xa) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate total number of shares of Common Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of included in the Tag-Along Notice; multiplied by (b) a quotient found by dividing the total number of shares of Common Stock owned by the Management Stockholder (including any shares of Common Stock the Management Stockholder is entitled to acquire under any unexercised portion of an option or other right, to the extent such options or other rights are then exercisable or would become exercisable as a result of the consummation of the proposed transaction) by the total number of shares of Common Stock owned by First Reserve, the Management Stockholder, and all stockholders that are participating in the sale of Common Stock pursuant to similar tag-along rights; provided that that, if the Management Stockholder (i) is required to provide any representations or indemnities in connection with such Transfer (other than representations and indemnities concerning title and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement), liability for misrepresentation or indemnity shall (as to the Management Stockholder) be expressly stated to be several but not joint and the Management Stockholder shall not be liable for more than the Management Stockholder’s pro rata share (based on the number of shares of Common Stock required to be purchased from such Tag-Along Stockholder being Transferred by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder stockholders and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Common Stock being Transferred by the Management Stockholder) of any liability for misrepresentation or indemnity; and provided, further, that such Tag-Along the Management Stockholder elects shall be obligated to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that pay only its pro rata share (based on the number of shares of Common Stock proposed to be being Transferred by all stockholders and the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Common Stock that is equal being Transferred by the Management Stockholder) of expenses incurred in connection with a consummated sale pursuant to this Article 2. To the extent any such stockholders exercise such right of participation (A) each such stockholder, a “Participating Stockholder”), the number of shares of Common Stock that it sought First Reserve may sell in the transaction shall be correspondingly reduced by the aggregate number of shares included in the transaction by all Participating Stockholders. The Management Stockholder shall effect the Management Stockholder’s participation in the sale by promptly delivering to First Reserve for transfer to the prospective purchaser one or electedmore certificates, as applicableproperly endorsed for transfer, which represent the number of shares of Common Stock which the Management Stockholder elects to sell. Upon the consummation of a Transfer pursuant to this Article 2, all of the participants therein will receive the same form and amount of consideration per share. If a Transfer proposed pursuant to this Article 2 is not consummated and the Management Stockholder had elected to participate in such Transfer, the Company (or its designated agent) shall notify the Management Stockholder, and return to the Management Stockholder, to be Transferred to such Tag-Along Offeror by such Tagging Stockholderthe extent previously provided, multiplied by (B) a fraction all certificates representing shares of Common Stock that the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesManagement Stockholder had delivered.

Tag-Along Rights. (a) Except as set forth in Section 6(d), in the event that any Stockholder (a “Selling Stockholder”) If DCCLP proposes to Transfer Stock to sell or otherwise dispose of any Released Shares in one or more Personstransactions (a "Tag Trigger Transaction") to any Person (a "Tag Along Purchaser"), prior to effecting such Transfer of Stock, the Selling Stockholder then DCCLP shall give not less than ten (10) days’ prior provide written notice (the “Tag-a "Tag Along Notice”") of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”)Lender, which notice shall specifically (i) identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the number of shares Released Shares which DCCLP proposes to sell or otherwise dispose of Stock as is proposed to be Transferred by in connection with such Tag Trigger Transaction, and what portion, if any, of such Released Shares are Tag Along Shares (such Tag Along Shares, the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”"Offered Tag Shares"), (ii) identify the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the proposed purchase price thereforper share at which DCCLP intends to sell the Offered Tag Shares, and a summary of the if any, (iii) describe all other material terms and conditions of the proposed Transfersuch Tag Trigger Transaction and (iv) advise Lender of its rights under this Section 6.1. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance PeriodIn such event, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder Lender shall have the right (the “Tag-a "Tag Along Right”"), at subject to Sections 6.1(b) and 6.1(d) below, to cause DCCLP to request the Tag Along Purchaser to purchase from Lender, for the same purchase price per share to be paid to and upon the same terms offered to the Selling Stockholder, at which DCCLP intends to sell to the Tag-Along OfferorOffered Tag Shares, that a number of shares of Stock of such Tag-Along Stockholder as Conversion Shares which is equal to or less than the product of obtained by multiplying (x) the number of Conversion Shares then held by Lender (the "Lender Total Shares") by (y) a fraction, the numerator of which is shall be equal to the Tag-Along Sale Number number of Offered Tag Shares and the denominator of which is shall be equal to the aggregate number of shares of Class A Common Stock owned as of and Class B Common Stock held by DCCLP immediately prior to such Tag Trigger Transaction (the date of the Tag-Along Notice by the Selling Stockholder "DCCLP Total Shares," and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling StockholderLender Total Shares, the “Tagging Stockholders”"Total Shares"). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along Shares.

Tag-Along Rights. (a) Except Until the Put/Call Effective Date (as defined in Section 11), prior to any proposed sale by the Company or (except as set forth in Section 6(d3(b)) by the Principal Stockholder or any Permitted Principal Stockholder Transferee (as defined in this Section 3(a)) (a "Prospective Seller") of shares of Common Stock or securities representing the right to acquire Common Stock, other than Excluded Transfers (as defined in Section 11), in the event that any Stockholder (a “Selling Stockholder”) proposes Prospective Seller shall cause each Securityholder to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written be given notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees transaction (together, the “Tag-Along Offeror”"Notice of Proposed Issuance"), the number . The Notice of shares Proposed Issuance shall constitute a right on behalf of Stock as is proposed each Securityholder to be Transferred by the Selling Stockholder(s) sell to the Tag-Along Offeror proposed purchaser (and the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of Prospective Seller shall cause the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, purchaser to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”honor and fulfill that right), at the same price per share to be paid to time as the Prospective Seller and (except as set forth below) upon the same terms offered and conditions as the Prospective Seller is selling shares of Common Stock to the Selling Stockholderpurchaser, to sell to the Tag-Along OfferorWarrant (or portion thereof) or a number of Warrant Shares, that or any combination thereof, then owned by the Securityholder, representing in the aggregate a number of shares of Common Stock (or the right under the Warrant to purchase shares of such Tag-Along Stockholder Common Stock, as is applicable) in the aggregate equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (yi) the number of shares proposed to be sold by the Prospective Seller and (ii) a fraction, of Stock owned by such Tag-Along Stockholder as which the numerator is the sum of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder Warrant Shares then beneficially owned by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder Securityholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred Warrant Shares then purchasable by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer Securityholder pursuant to the Tag-Along Offeror only that number unexercised portion of shares the Warrant owned by the Securityholder and the denominator is the sum of Stock that is equal to (A) the number of all shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by of Common Stock then outstanding and (B) a fraction the numerator sum of which is the Maximum Tag-Along Sale Number number of Warrant Shares then beneficially owned by the Securityholder and the denominator number of which is Warrant Shares then purchasable by the Total Tag-Along SharesSecurityholder. The purchaser shall be entitled to make an appropriate reduction for the aggregate exercise price of any Warrant or portion thereof sold by a Securityholder pursuant to this Section 3(a).

Tag-Along Rights. (a) Except as set forth in Section 6(d), in the event that If at any Stockholder (a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, time prior to effecting such Transfer the third anniversary of Stock, the Selling Stockholder shall give not less than ten Issuance Date any Principal Shareholder or any Related Party thereof (10) days’ prior written notice (the “each a "Tag-Along Notice”Seller") shall enter into an agreement to effect, or effect or propose to effect, any sale, transfer or other disposition of Common Stock owned by such intended Transfer Principal Shareholder or Related Party to each any other Stockholder that is not an Affiliate of the Selling Stockholder Person (the “a "Tag-Along Stockholders”Sale"), which each Holder of Warrants or Warrant Stock shall specifically identify have the identity of right, but not the proposed transferee or transferees (togetherobligation, the “to participate in such Tag-Along Offeror”), Sale by selling up to the number of shares (on an aggregate basis) of Warrant Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number issued upon exercise of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is Warrants equal to the product of (xi) the total number of shares (on an aggregate basis) of Common Stock proposed to be sold in the proposed Tag-Along Sale multiplied by (ii) a fraction, the numerator of which is equal to the number of shares (on an aggregate basis) of Warrant Stock owned by such Holder immediately prior to such Tag-Along Sale Number Sale, and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt of such writing from any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Stock proposed to be Transferred by the Tagging Stockholders to a Tag-Along Offeror (the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder shall be entitled to Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred (on an aggregate basis) of Common Stock (and Common Stock then issuable under Options and Convertible Securities) owned by the Tag-Along Seller immediately prior to such Tag-Along Offeror by such Tagging Stockholder, multiplied by Sale plus (B) a fraction the numerator number of which is shares (on an aggregate basis) of Warrant Stock owned by such Holder together with the Maximum number of shares (on an aggregate basis) of Common Stock (and Common Stock then issuable under Options and Convertible Securities) owned by any holder thereof who has similar "tag-along" rights and elects to exercise such rights in connection with the Tag-Along Sale, in each case immediately prior to the Tag-Along Sale. Any such sales by such Holder shall be on the same terms and conditions as the proposed Tag-Along Sale Number and by the denominator of which is the Total Tag-Along SharesSeller, except such Holder shall not be required to make any representations or warranties other than with respect to (x) its title to and ownership of the shares of Warrant Stock to be sold by it in such Tag-Along Sale, (y) such Holder's power and authority to effect such transfer and (z) such matters pertaining to compliance with securities law Warrant Agreement as the transferee of such Warrant Stock may reasonably require. As a condition to participating in such Tag-Along Sale, any such Holder proposing to sell Warrant Stock in such sale must exercise its Warrants to acquire Common Stock representing such Warrant Stock. No Person shall have the right to sell Warrants in any Tag-Along Sale.

Tag-Along Rights. (a) Except as set forth in Section 6(d), in In the event that a Transferor proposes, in ---------------- a single transaction or series of related transactions, to Transfer for value Common Stock and/or Common Stock Equivalents representing (alone or together with Common Stock and/or Common Stock Equivalents to be Transferred by other Transferors in such transaction or series of related transactions) at least five percent (5%) of the Fully-Diluted Common Stock, then the Transferor's Notice delivered pursuant to Section 4.2 hereof shall also state (the "Participation ----------- ------------- Offer") that, in lieu of exercising the Second Option, each Option Holder may ----- request to have included in the proposed Transfer such Option Holder's pro rata portion of the Common Stock and/or Common Stock Equivalents to be Transferred (which shall be based on the number of shares of Common Stock and/or Common Stock Equivalents held by the Transferor and any Stockholder (a “Selling Stockholder”Option Holders exercising tag- along rights under this Section 4.3 ) at the same per share price and for the ----------- same consideration that the Transferor proposes to Transfer sell the Common Stock and/or Common Stock Equivalents to one be Transferred (it being understood that the price to be paid for any Common Stock Equivalents will be based on the per share price to be paid for the Common Stock less the exercise price or more Personsany other amount payable upon exercise or conversion then applicable to such Common Stock Equivalents). The Participation Offer shall be conditioned upon the execution and delivery by each Option Holder that accepts the Participation Offer of all agreements and other documents as the Transferor is required to execute and deliver in connection with such proposed Transfer, prior reflecting the same per share price and other terms as for the Transferor. If the First Option and/or Second Option is not exercised with respect to effecting such Transfer of Stockall the securities proposed to be transferred by the Transferor and any Option Holder shall accept the Participation Offer, the Selling Stockholder Transferor shall give not less than ten (10) days’ prior written notice (reduce, to the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”)extent necessary, the number of shares of Common Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of and Common Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of Equivalents it otherwise would have sold in the proposed Transfer. For a period ending on Transfer so as to permit those Option Holders who have accepted the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, Participation Offer to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Common Stock owned by and/or Common Stock Equivalents, if applicable, that they are entitled to sell under this Section 4.3, and the ----------- Transferor and such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that Option Holders shall transfer the number of shares of Common Stock required and/or, if applicable, Common Stock Equivalents specified in the Participation Offer to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction proposed transferee in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along Stockholder and delivered to the Tag-Along Offeror and the Company prior to the end of the Tag-Along Period, setting forth the number of shares of Stock that such Tag-Along Stockholder elects to Transfer. Promptly upon receipt terms of such writing from Participation Offer. Notwithstanding the foregoing, if the transferee refuses to purchase any Tag-Along Stockholder the Company shall provide a copy of such writing to each Tag-Along Stockholder. In the event that the number of shares of Common Stock and/or Common Stock Equivalents, if applicable, proposed to be Transferred sold by each Option Holder that accepts the Tagging Stockholders to a Tag-Along Offeror (Participation Offer, the “Total Tag-Along Shares”) is greater than the Maximum Tag-Along Sale Number, each Tagging Stockholder Transferor shall be entitled to prohibited from consummating the Transfer to the Tag-Along Offeror only that number of shares of Stock that is equal to (A) the number of shares that it sought or elected, as applicable, to be Transferred to such Tag-Along Offeror by such Tagging Stockholder, multiplied by (B) a fraction the numerator in respect of which is the Maximum Tag-Along Sale Number and the denominator of which is the Total Tag-Along SharesParticipation Offer was made.