Common use of Tag-Along Rights Clause in Contracts

Tag-Along Rights. (a) If at any time the Company receives a Tag-Along Notice, the Company shall promptly (and, in any event, within five (5) days of the Company’s receipt of such Tag-Along Notice) deliver to each Member holding Class A Units a written notice setting forth the date the Tag-Along Notice was received by the Company and the Tag-Along Terms and the Company’s Maximum Tag-Along Portion, and attaching a copy of the Tag-Along Notice. Each Member holding Class A Units shall have the right and option (“Tag-Along Rights”), but not the obligation, to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, up to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice to the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or the other terms and conditions shall be less favorable to the Company than those set forth in the Tag-Along Notice, the Company shall promptly notify each Tag-Along Member thereof and each such Tag-Along Member shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice to the Company and upon such withdrawal shall be released from its obligations thereunder.

Tag-Along Rights. (ai) If at In the event any time Member intends to Transfer any or all of its Social Parts (excluding a Permitted Transfer but including Transfers made to third parties pursuant to Section 4(b)(v)), such Member (the Company receives a "Selling Member") shall notify the other Member (the "Tag-Along NoticeHolder"), in writing, of such proposed Transfer, the Company shall promptly name of the third party and its terms and conditions. Within twenty (and, in any event, within five (520) days of the Company’s receipt date of such Tag-Along Notice) deliver to each Member holding Class A Units a written notice setting forth the date notice, the Tag-Along Notice was received Member shall notify the Selling Member if it elects to participate in such Transfer. If the Tag-Along Holder fails to notify the Selling Member within such twenty (20) day period, it shall be deemed to have waived its rights hereunder. Upon notification by the Company Tag-Along Holder of its intent to exercise its rights under this Section 4(c), the Tag-Along Holder shall have the right to sell, at the same price and on the same terms and conditions as the Selling Member, an amount of Social Parts equal to the Social Parts the third party actually proposes to purchase multiplied by a fraction, the numerator of which shall be the number of Social Parts issued and owned by the Tag-Along Holder and the denominator of which shall be the aggregate number of Social Parts issued and owned by the Selling Member and the Tag-Along Terms Holder. The Selling Member agrees that, in such event, it will reduce the amount of Social Parts to be sold by it to such third party by a corresponding amount. If, however, the Selling Member proposes to sell all of its Social Parts and the Company’s Maximum Tag-Along Portion, third party shall have agreed to purchase all the Social Parts held by the Selling Member and attaching a copy of the Tag-Along Notice. Each Member holding Class A Units Holder, the Tag-Along Holder shall have the right and option (“Tag-Along Rights”), but not the obligation, to cause the Company to repurchase, sell at the same price per Class A Unit as and on the Tag-Along Seller, up to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice to the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or the other same terms and conditions shall be less favorable to as the Company than those set forth in the Tag-Along Notice, the Company shall promptly notify each Tag-Along Selling Member thereof and each such Tag-Along Member shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise all of its Tag-Along Rights by written notice to the Company and upon such withdrawal shall be released from its obligations thereunderSocial Parts.

Tag-Along Rights. (a) If at any time Subject to a Member first complying with Section 3.4 and provided the Company receives and the ROFR Members have not purchased all of the Units proposed to be Transferred under Section 3.4, each time a Class A Member, Class B Member or group of Class A Members and/or Class B Members acting jointly (collectively, the “Selling Member”) desires to make any Transfer of all or any portion of the Class A Units and/or Class B Units held by such Member(s) to any Third Party, other than to a Permitted Transferee of such Member(s) or in accordance with Sections 3.6, 3.7 and 3.8, such that the Class A Units and/or Class B Units proposed to be transferred represent in the aggregate greater than five percent (5%) of the aggregate outstanding Class A Units and Class B Units (taken together as a single class) (a “Tag-Along Sale”), then the Selling Member must comply with the provisions of this Section 3.5. The Selling Member shall inform the Board by notice in writing (the “Tag-Along Notice”) (the date upon which such notice is received being the “Tag-Along Notice Date”) stating the Units (or portion thereof) that are subject to such proposed Transfer (the “Tag-Along Units”), the Company shall promptly identity of the proposed transferee, and the other terms and conditions of such proposed Transfer, including any consideration proposed to be received pursuant to a bona fide written agreement for the Tag-Along Units (and, in any eventif the proposed Transfer is to be wholly or partly for consideration other than money, within five (5) days of the Company’s receipt of such Tag-Along Notice) deliver to each Member holding Class A Units a written notice setting forth the date the Tag-Along Notice was received by shall state the Company and proposed price as being equal to the amount of the monetary consideration, if any, plus the Fair Market Value of the other consideration) (the “Tag-Along Price”). If the Tag-Along Terms and Units are proposed to be Transferred other than for cash to the Company’s Maximum Selling Member, the consideration for such Tag-Along Portion, and attaching Units shall be deemed to be the Fair Market Value of the Tag-Along Units. The Board shall promptly deliver a copy of the Tag-Along Notice. Each Member holding Notice to each Class A Units shall have Member and Class B Member (other than the right and option Selling Member) (the “Tag-Along Rights”), but not the obligation, to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, up to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along MemberTag Members”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice to the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or the other terms and conditions shall be less favorable to the Company than those set forth in By giving the Tag-Along Notice, the Company shall promptly notify each Tag-Along Member thereof and each such Tag-Along Selling Member shall be deemed to have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice granted to the Company and Tag Members an option to sell their Class A Units or Class B Units (as applicable) upon such withdrawal shall be released from its obligations thereunderthe terms set forth in this Section 3.5.

Tag-Along Rights. (a) If at any time the Company receives does not elect to purchase all of the Offered Units pursuant to Section 9.04, and the Remaining Members do not elect to purchase all of the Offered Units pursuant to Section 9.07, then the Remaining Members which did not provide the Selling Member with a written notice pursuant to Section 9.07 (and only such Remaining Members) may, by giving written notice to the Selling Member (a "Tag-Along Notice"; the Remaining Members issuing a Tag-Along Notice, the Company shall promptly (and, in any event, within five (5) days of the Company’s receipt of such Notice are referred to herein as "Tag-Along NoticeMembers") deliver to each Member holding Class A Units a written notice setting forth within 30 days after the date of the expiration of the 30-day period under Section 9.07, require the Selling Member, jointly with the Tag-Along Notice was received by Members, to issue to the Company issuer of the Qualified Offer (i) a rejection of the Qualified Offer, and (ii) an offer (the "Tag-Along Offer") to sell a total number of Units equal to the number of Offered Units, with each of the Selling Member and the Tag-Along Terms Members offering to sell Units equal to the number of the Offered Units multiplied by a fraction, the numerator of which is the total Units held by such Member, and the Company’s Maximum denominator of which is equal to the total number of Units held by the Selling Member and the Tag-Along PortionMembers. The sale terms specified in the Tag-Along Offer shall be the same as the terms proposed in the Qualified Offer, and attaching a copy consideration shall be allocated among the Selling Member and the Tag-Along Members pro rata in accordance with the number of Units they are selling pursuant to the Tag-Along Offer. If the Tag-Along Offer is accepted by the issuer of the Qualified Offer, the Selling Member and the Tag-Along Members shall consummate the sale of the Units pursuant to the terms of the Tag-Along Notice. Each Member holding Class A Units shall have the right and option (“Tag-Along Rights”), but not the obligation, to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, up to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”)Offer. The rights of the Members Units offered pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice Offer shall not be subject to the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the rights of first refusal under this Article IX. If a Remaining Member fails to deliver a Tag-Along Notice or the other terms and conditions shall be less favorable to the Company than those set forth Selling Member within the period prescribed in the Tagthis section, such Remaining Member will be deemed to have waived any tag-Along Notice, the Company shall promptly notify each Tag-Along Member thereof and each such Tag-Along Member shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice to the Company and upon such withdrawal shall be released from its obligations thereunderalong rights hereunder.

Tag-Along Rights. (a) If Subject to the prior exercise of the Company’s Call Right pursuant to Section 2(c), to the extent applicable, and subject to Section 4(c), if at any time (including for the avoidance of doubt, following the IPO Date) an Investor (which for purposes of this Section 4 shall include any Permitted Transferee of any Investor, and each such Investor or Permitted Transferee referred to in this Section 4, a “Tag-Along Seller”) proposes to transfer Shares held by such Tag-Along Seller to any Person other than the Company receives or another Investor, whether in one transaction or in a series of related transactions, then the Company shall give the Management Stockholders notice (the “Tag-Along Notice, the Company shall promptly ”) of their opportunity to participate in a tag-along sale pursuant to this Section 4 (and, in any event, within five (5) days of the Company’s receipt of such a “Tag-Along NoticeSale”). Notwithstanding the foregoing, the provisions of this Section 4 shall also apply where the Tag-Along Seller is a Principal Investor and the transferee is the Company. The Tag-Along Notice shall be delivered within two (2) deliver to Business Days after the expiration of the Investor Election Period or the Second Investor Election Period, as the case may be, each Member holding Class A Units a as defined in the Marquee Stockholders Agreement. Each Management Stockholder shall have the right, exercisable upon written notice setting to the Tag-Along Seller within seven (7) Business Days after the expiration of the Investor Election Period or the Second Investor Election Period, as the case may be (the “Tag-Along Election Period”), to participate in the Tag-Along Sale to any Person (the “Tag-Along Transferee”) on the terms and conditions applicable to such Transfer and as set forth the date in the Tag-Along Notice was received by the Company and the Tag-Along Terms and the Company’s Maximum Tag-Along Portion, and attaching a copy of the Tag-Along Notice. Each Member holding Class A Units shall have the right and option (such participation rights being hereinafter referred to as “Tag-Along Rights”). Any Management Stockholder that elects not to exercise Tag-Along Rights or that has not notified the Tag-Along Seller of his, but her or its intent to exercise Tag-Along Rights within the Tag-Along Election Period shall be deemed to have elected not the obligation, to cause the Company exercise such Tag-Along Rights with respect to repurchase, at the same price per Class A Unit as such Tag-Along Sale and the Tag-Along Seller, up to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not Investors who have exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice to under Section 4 of the Company shall be irrevocable; provided, however, that if Marquee Stockholders Agreement and the principal Management Stockholders who have exercised Tag-Along Terms change with Rights hereunder shall thereafter be free to Transfer to the result that the Tag-Along Transferee at a per Unit share price shall be less no greater than the per Unit share price set forth in the Tag-Along Notice or the with respect to such Transfer and on other terms and conditions shall be less that are not materially more favorable to the Company Tag-Along Seller, the Investors who have exercised Tag-Along Rights under Section 4 of the Marquee Stockholders Agreement and the Management Stockholders who have exercised such Tag-Along Rights than those set forth in such Transfer Notice, without any further obligation pursuant to this Section 4(a) to such Management Stockholder(s) that have elected not to exercise Tag-Along Rights or not provided notice to exercise Tag-Along Rights. Each Management Stockholder that elects to exercise Tag-Along Rights within the Tag-Along Notice, Election Period may sell in the Company shall promptly notify each Tag-Along Member thereof and each such Sale up to the number of whole Restricted Shares, including any (A) Restricted Shares issuable upon exercise of Vested Options or (B) Restricted Shares that will be issuable pursuant to Employee Options that vest as a result of the consummation of the Transfer to the Tag-Along Member shall have five Transferee (5collectively, the “Management Shares”) Business Days in an amount equal to consider such changes and shall be permitted to withdraw its exercise the product of its (i) the aggregate number of Management Shares owned by the Management Stockholder on the date of the Tag-Along Rights Sale and (ii) a fraction, the numerator of which is equal to the number of Shares proposed to be sold by written the Tag-Along Seller and the denominator of which is the aggregate number of Shares owned by the Tag-Along Seller (the “Eligible Shares”). If one or more other Investors and Management Stockholders elects not to include the maximum number of his, her or its eligible Shares in a proposed Transfer, the Tag-Along Seller shall (as required by the Marquee Stockholders Agreement) give prompt notice to each other participating Management Stockholder and each participating Management Stockholder may Transfer in the Company proposed Transfer a number of additional Management Shares equal to such participating Management Stockholder’s pro rata portion (based upon the aggregate number of Management Shares owned by such participating Management Stockholder relative to the aggregate number of Shares and Management Shares owned by all Management Stockholders and Investors) of the number of Shares and Management Shares eligible to be included in the proposed Transfer. Such additional Management Shares which any such Management Stockholder(s) proposes to sell shall not be included in the calculation of Eligible Shares. To the extent that the total number of Shares proposed to be Transferred by the Tag-Along Seller and the number of Shares and Management Shares proposed to be Transferred by all of the other Investors and Management Stockholders collectively exceeds the number of Shares and Management Shares that the Tag-Along Transferee is willing to acquire, the number of Shares and Management Shares that the Tag-Along Seller and each other Investor and Management Stockholder proposes to Transfer will be reduced pro rata based upon such withdrawal shall be released from its obligations thereunderthe relative number of Shares and Management Shares that the Tag-Along Seller and each other Investor and Management Stockholder had proposed to Transfer.

Tag-Along Rights. (a) If Subject to the prior exercise of the Company's Call Right pursuant to Section 2 and subject to Section 4(c), if at any time an Investor (referred to in this Section 4 as the Company receives a Tag"TAG-Along Notice, the Company shall promptly (and, in any event, within five (5ALONG SELLER") days proposes to transfer shares of the Company’s receipt of Common Stock held by such Tag-Along NoticeSeller to any Person other than the Company or another Investor, whether in one transaction or in a series of related transactions, then the Company shall give the Management Stockholders notice (the "TAG-ALONG NOTICE") deliver of their opportunity to each Member holding Class A Units participate in a written notice setting forth tag-along sale pursuant to this Section 4 (a "TAG-ALONG SALE"). Notwithstanding the date foregoing, the provisions of this Section 4 shall also apply where the Tag-Along Seller is a Principal Investor and the transferee is the Company. The Tag-Along Notice was received by shall be delivered within two (2) Business Days of the Company and expiration of the Investor Election Period or the Second Investor Election Period, as the case may be, each as defined in the Investor Stockholders Agreement. Each Management Stockholder shall have the right, exercisable upon written notice to the Tag-Along Terms and Seller within seven (7) Business Days after the Company’s Maximum Tagexpiration of the Investor Election Period or the Second Investor Election Period, as the case may be (the "TAG-Along PortionALONG ELECTION PERIOD"), and attaching a copy of to participate in the Tag-Along Notice. Each Member holding Class A Units shall have Sale to any Person (the right "TAG-ALONG TRANSFEREE") on the terms and option (“Tag-Along Rights”), but not the obligation, to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, up conditions applicable to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights Transfer and as set forth in such Member’s notice to the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice (such participation rights being hereinafter referred to as "TAG-ALONG RIGHTS"). Any Management Stockholder that has not notified the Tag-Along Seller of his, her or its intent to exercise Tag-Along Rights within the other terms and conditions Tag-Along Election Period shall be less favorable deemed to the Company than those set forth have elected not to exercise such Tag-Along Rights with respect to such Tag-Along Sale. Each Management Stockholder may sell in the Tag-Along NoticeSale up to the number of whole Restricted Shares, including any (A) Restricted Shares issuable upon exercise of Vested Options or (B) any Restricted Shares that will be issuable pursuant to Employee Options that vest as a result of the Company shall promptly notify each consummation of the Transfer to the Tag-Along Member thereof and each such Transferee (collectively, the "Management Shares") in an amount equal to the product of (i) the aggregate number of Management Shares owned by the Management Stockholder on the date of the Tag-Along Member shall have five Sale and (5ii) Business Days a fraction, the numerator of which is equal to consider such changes and shall the number of shares of Common Stock proposed to be permitted to withdraw its exercise of its sold by the Tag-Along Rights Seller and the denominator of which is the aggregate number of shares of Common Stock owned by written the Tag-Along Seller (the "ELIGIBLE SHARES"). If one or more other Investors and Management Stockholders elects not to include the maximum number of his, her or its eligible Shares in a proposed sale, the Tag-Along Seller shall (as required by the Investor Stockholders Agreement) give prompt notice to each other participating Management Stockholder and each participating Management Stockholder may sell in the Company proposed sale a number of additional Management Shares equal to his, her or its pro rata portion (based upon the aggregate number of Management Shares owned by such Management Stockholder relative to the aggregate number of shares of Common Stock and Management Shares owned by all Management Stockholders and Investors) of the number of Shares and Management Shares held by Management Stockholders and other Investors eligible to be included in the proposed sale. Such additional Management Shares which any such Management Stockholder(s) proposes to sell shall not be included in the calculation of Eligible Shares. To the extent that the total number of Shares proposed to be sold by the Tag-Along Seller and the number of Shares and Management Shares proposed to be sold by all of the other Investors and Management Stockholders collectively exceeds the number of Shares and Management Shares that the Tag-Along Transferee is willing to purchase, the number of Shares and Management Shares that the Tag-Along Seller and each other Investor and Management Stockholder propose to sell will be reduced pro rata based upon such withdrawal shall be released from its obligations thereunderthe relative number of Shares and Management Shares that the Tag-Along Seller and each other Investor and Management Stockholder had proposed to sell.

Tag-Along Rights. (a) If at any time In the event that a Member (a “Selling Member”) proposes to voluntarily conduct a Transfer that is not a Permitted Transfer after the Initial Term of all of its Membership Interest in the Company receives (a Tag-Along Notice“Proposed Sale Transaction”) and, after giving effect to Section 9.05, such Membership Interest is not purchased by the other Member, the Company Selling Member shall promptly (and, in any event, within five (5) days of the Company’s receipt of such Tag-Along Notice) deliver to each Member holding Class A Units a written notice setting forth to the other Member at least twenty (20) days prior to the closing date of the Tag-Proposed Sale Transaction (a “Tag Along Notice was received by the Company and the Tag-Along Terms and the Company’s Maximum Tag-Along PortionNotice”), and attaching a copy of the Tag-Along Notice. Each Member holding Class A Units such other Members shall have the right to participate in the Proposed Sale Transaction in accordance with the terms, and option subject to the conditions set forth in this Section 9.07 (a “Tag-Tag Along RightsSale”). The Tag Along Notice shall set forth the principal terms of the Tag Along Sale insofar as it relates to the Transfer of Membership Interests, including (i) the name and address of the proposed purchaser of the Membership Interest (the “Proposed Purchaser”), (ii) the purchase price for the Selling Member’s Membership Interest, (iii) the purchase price for the Membership Interests of all of the Members (the “All Interests Sales Price”), and (iv) an offer by the Selling Member allowing the other Member to participate in the sale to the Proposed Purchaser of all (but not less than all) of the obligationMembership Interest owned by the other Member. The other Member shall have the right, for a period of fifteen (15) days after receipt of the Tag Along Notice, to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, up to accept such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, offer by delivering a written notice to the Company, Selling Member within such fifteen (15) day period which notice shall specify the number states that it is exercising its rights (“Tag Along Rights”) pursuant to Section 9.07 of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten this Agreement (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along MemberSale Participation Notice”). The rights Failure by the other Member to deliver such Sale Participation Notice within such fifteen (15) day period constitutes a waiver of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Tag Along Rights as set forth in such Member’s notice to this Section 9.07. [***] Confidential treatment has been requested for the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change bracketed portions. The confidential redacted portion has been omitted and filed separately with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or the other terms Securities and conditions shall be less favorable to the Company than those set forth in the Tag-Along Notice, the Company shall promptly notify each Tag-Along Member thereof and each such Tag-Along Member shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice to the Company and upon such withdrawal shall be released from its obligations thereunderExchange Commission.

Tag-Along Rights. (a) If at In the event that, in connection with a proposed Sale of Shares by a Company Principal or any time of his Related Parties prior to an IPO, (i) the Tagging Shareholder (as defined in the Shareholders Agreement) does not elect, or no longer has the right to elect, to exercise its tag-along rights provided under Section 2.2 of the Shareholders Agreement (or waives or is deemed to have waived such rights) or (ii) the Tagging Shareholder elects to exercise its tag-along rights provided under Section 2.2 of the Shareholders Agreement, but the number of Shares sought to be sold by the Tagging Shareholder is less than the number of the Taggable Shares (as defined in the Shareholders Agreement) (any such proposed Sale by a Company Principal or any of his Related Parties, an "Investor Tag-along Sale”), than the Company receives a Tag-Along Notice, the Company Principal shall promptly (and, in any event, within five (5) days of the Company’s receipt of such Tag-Along Notice) deliver to each Member holding Class A Units of the Purchasers a written notice setting forth the date the Tag-Along Notice was received by the Company and the Tag-Along Terms and the Company’s Maximum Tag-Along Portion, and attaching a copy of the Tag-Along (an “Purchaser Sale Notice. Each Member holding Class A Units shall have the right and option (“Tag-Along Rights”), but not the obligation, to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, up to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify state (i) the name of the proposed Transferee, (ii) the number of Class A Units Taggable Shares and the Remaining Taggable Shares Number, (iii) the proposed purchase price therefor, including a description of any non-cash consideration (along with any reports and other material documents (and summaries of any other material oral information) relevant to the valuation of such non-cash consideration which such Member wishes to cause the Company Principal or its Related Parties has, so long as the Purchaser agrees to repurchasekeep such reports, by documents and information confidential), and (iv) the date that is ten (10) days after the date of receipt by such Member other material terms and conditions of the notice referred to in proposed Sale, including the immediately preceding sentence proposed closing date (each Member delivering such notice, a “Tag-Along Member”which date may not be less than fifteen (15) Business Days after delivery of the Purchaser Sale Notice). The rights of the Members pursuant Each Purchaser desiring to this Section 8.02(a) participate in any such Sale shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice deliver to the Company shall be irrevocable; providedPrincipal, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or the other terms and conditions shall be less favorable to the Company than those set forth in the Tag-Along Notice, the Company shall promptly notify each Tag-Along Member thereof and each such Tag-Along Member shall have five within fifteen (515) Business Days after the delivery to consider all Purchasers of the Purchaser Sale Notice (the “Response Period”), a written notice (an “Purchaser Tag-along Notice”), which notice shall state that such changes Purchaser elects to exercise its tag-along rights under this Section 5.02 and shall state the maximum number of Shares sought to be permitted to withdraw its exercise of its Tag-Along Rights sold by written notice to the Company and upon such withdrawal shall be released from its obligations thereunder.such

Tag-Along Rights. In the event any Member (athe “Tag-Along Seller”) If at proposes to Dispose all or any time portion of its Membership Interest, other than pursuant to a Permitted Transfer, (a “Tag-Along Sale”), the Company receives Tag-Along Seller shall deliver a written notice (“Tag-Along Notice”) to each other Member (each, a Tag-Along NoticeOfferee”) at least thirty (30) days prior making such Dispose, including the purchase price, the Company shall promptly (andproposed purchaser(s), in any event, within five (5) days the closing date for the sale and the portion of the Company’s receipt of such Tag-Along Notice) deliver to each Member holding Class A Units a written notice setting forth the date the Tag-Along Notice was received Seller’s Membership Interest to be transferred (the Co-Sale Participation Percentage). Each Tag-Along Offeree may elect to participate in such Dispose at the same price and on the same terms and conditions by the Company and delivering written notice to the Tag-Along Terms and the Company’s Maximum Tag-Along Portion, and attaching a copy Seller within fifteen (15) days after delivery of the Tag-Along Notice. Each Member holding Class A Units shall have the right and option (“Tag-Along Rights”), but not the obligation, to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, up to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number percentage of Class A Units which such Member wishes its Membership Interest that desires to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to include in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed TagDispose, provided that such percentage shall not exceed the Co-Along Sale if not exercised by such dateParticipation Percentage. The exercise by If a Tag-Along Member of its Tag-Along Rights as set forth in Offeree does not give such Member’s notice prior to the Company shall be irrevocable; providedexpiration of the fifteen (15)- day period for giving such notice, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in then the Tag-Along Notice or Seller may Dispose the other Membership Interest to any Person on terms and conditions shall be less that are no more favorable to the Company Tag-Along Seller than those set forth in the Tag-Along Notice, the Company shall promptly notify each Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice. Any Membership Interest not transferred by Tag-Along Member thereof and each Seller during such Tag-Along Member ninety (90)-day period shall have five (5) Business Days to consider such changes and shall again be permitted to withdraw its exercise of its Tag-Along Rights by written notice subject to the Company and upon such withdrawal shall be released from its obligations thereunderprovisions of this Section 10.5 prior to any subsequent Dispose.

Tag-Along Rights. (a) If at the Tomer Group intends to seek to sell or otherwise transfer a Control Portion (as hereinafter defined) of their Shares to any time other person (other than a Permitted Transferee) the Company receives a Tag-Along Notice, the Company Tomer Group shall promptly (and, in any event, within five (5) days of the Company’s receipt of such Tag-Along Notice) first deliver to each Member holding Class A Units the Xxxxx Group a written notice setting forth (the date "the Tag-Tomer Group Tag Along Notice was received by Notice") advising the Company and the Tag-Along Terms and the Company’s Maximum Tag-Along Portion, and attaching a copy Xxxxx Group of the Tag-Along NoticeTomer Group' intention to sell a Control Portion of its Shares and specifying the price at which the Tomer Group proposes to sell such Shares and any other material terms proposed for the sale. Each Member holding Class A Units shall have the right and option (“Tag-Along Rights”), but not the obligation, to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, up to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is Within ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice to the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or the other terms and conditions shall be less favorable to the Company than those set forth in the Tag-Tomer Group Tag Along Notice, the Company Xxxxx Group must deliver to the Tomer Group a written notice (the "the Xxxxx Group Tag Along Notice") indicating whether the Xxxxx Group shall promptly notify each Tag-require the Tomer Group to have any of the Xxxxx Group's Shares included in the proposed sale in the same proportion as the Tomer Group propose to sell or transfer. The Xxxxx Group's determination to participate in such sale, as evidenced by the Xxxxx Group Tag Along Member thereof and each such Tag-Along Member shall have five (5) Business Days to consider such changes and Notice, shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice final and irrevocable, provided such sale is made on terms not materially less favorable, taken as a whole, to the Company Tomer Group and upon the Xxxxx Group from the terms specified in the Tomer Group Tag Along Notice. The Xxxxx Group's determination not to participate in such withdrawal sale, as evidenced by the Xxxxx Group Tag Along Notice, or the Xxxxx Group's failure to timely deliver the Xxxxx Group Tag Along Notice, shall be released from final and irrevocable and the Xxxxx Group shall be deemed to have waived its obligations thereunderright to participate in any such sale.

Tag-Along Rights. (a) If at Except as provided in Section 10.4(e), if any time SG Member proposes to Transfer, either directly or indirectly through the Company receives sale of the equity interests in such Member, all or any portion of its Interest to any Third-Party (a "Tag-Along Notice, the Company shall promptly (andalong Purchaser") pursuant to a bona fide offer to purchase, in any eventone transaction or series of similar transactions (a "Tag-along Offer"), within five such SG Member shall provide written notice (5the "Tag-along Offer Notice") days of the Company’s receipt of such Tag-Along Noticealong Offer to the Ball Members (the effective date of such notice being the "Tag-along Notice Date") deliver to each Member holding Class A Units a written notice setting in the manner set forth in this Section 10.4. The Tag-along Offer Notice shall identify the date type of Transfer, the type of Interest being Transferred (preferred or ordinary), the Tag-Along Notice was received by along Purchaser, the Company and portion of the Interest proposed to be Transferred, the consideration for the Interest being Transferred (the "Tag-Along Terms along Offer Price") and the Company’s Maximum Tag-Along Portion, other material terms and attaching a copy conditions of the Tag-Along Noticealong Offer (the "Tag-along Offer Terms") and, in the case of a Tag-along Offer in which the Tag-along Offer Price consists in part or in whole of consideration other than cash, such information relating to such consideration as the Ball Members may reasonably request as being necessary for the Ball Members to evaluate such non-cash consideration, it being understood that such request shall not obligate such SG Member to deliver any information to the Ball Members not provided to such SG Member by the Tag-along Purchaser. Each Member holding Class A Units The Ball Members shall have the right and option (“right, exercisable as set forth below, to accept the Tag-Along Rights”along Offer, for up to the portion of their aggregate Interests determined pursuant to Section 10.4(b), but not the obligation, to cause the Company to repurchase, at the same price per Class A Unit as proportion of the Tag-Along Seller, up to such Member’s Percentage Interest of along Offer Price for the Company’s Maximum Interests being transferred by the Ball Members and on the Tag-Along Portionalong Offer Terms. If one or more Ball Members desire to accept the Tag-along Offer, by delivering such Ball Members shall provide such SG Member with written notice to (a "Tag-along Notice") (specifying the Company, which notice shall specify the number type and portion of Class A Units their Interests which such Member wishes Ball Members desire to cause the Company to repurchase, by the date that is ten (10Transfer) days within 10 Business Days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”along Notice Date (the "Tag-along Notice Period"). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice to the Company along Notice shall be irrevocable; providedirrevocable and binding, however, that if the principal Tag-Along Terms change with the result that the per Unit price and shall be less than the per Unit price set forth in constitute an irrevocable acceptance of the Tag-Along Notice or along Offer, at the other terms and conditions shall be less favorable to the Company than those set forth in proportion of the Tag-Along Notice, along Offer Price for the Company shall promptly notify each Interests being transferred by the Ball Members and on the Tag-Along Member thereof and each along Offer Terms by such Tag-Along Member shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise Ball Members for the portion of its Tag-Along Rights by written notice to the Company and upon such withdrawal shall be released from its obligations thereundertheir Interests specified therein.

Tag-Along Rights. (a) If at a Member ("Selling Member") desires to transfer, pursuant to Section 8.3(b) or Section 8.3(c) of this Agreement, any time portion of the Units in the Company receives to one or more persons pursuant to a private sale or exchange or a series of related private sales or exchanges, the Selling Member must first notify the other Member (the "Tag-Along Member") in writing (for purposes of this Section 8.5, the "Tag-Along Notice") of such intended transfer at least twenty (20) Business Days prior to the proposed date for the consummation of such transfer, which notice will contain all of the proposed terms of the transfer, including, without limitation, the Company shall promptly (and, in any event, within five (5) days name and address of the Company’s receipt prospective purchaser(s), the purchase price (which is to be determined on the basis of all consideration paid or to be paid in connection with such Tagtransfer, excluding compensation paid or to be paid for actual services rendered or to be rendered or for non-Along Noticecompetition agreements) deliver to each Member holding Class A Units a written notice setting forth and other terms and conditions of payment (or the basis for determining the purchase price and other terms and conditions), the date on or about which such sale is to be consummated and the Units to be transferred; provided, however, that in the case of a transfer pursuant to -------- ------- Section 8.3(c) of this Agreement, the requirement of this Section 8.5 to deliver the Tag-Along Notice was received shall be fully satisfied by the Company and the Tag-Along Terms and the Company’s Maximum Tag-Along Portion, and attaching delivery of a copy Last Refusal Notice (as such term is defined in Section 8.6(a)). Within fifteen (15) Business Days after receipt of the Tag-Along Notice. Each Member holding Class A Units shall have , in the right and option (“Tag-Along Rights”case of transfers pursuant to Section 8.3(b), but not the obligation, to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, up to such Member’s Percentage Interest and within twenty (20) Business Days after receipt of the Company’s Maximum Tag-Last Refusal Notice, in the case of transfers pursuant to Section 8.3(c), the Tag- Along PortionMember may notify (for purposes of this Section 8.5, the "Participation Notice") the Selling Member that it will sell Units held by delivering written notice to the Company, which notice shall specify it (the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights be determined as set forth in such Member’s notice to the Company shall be irrevocable; provided, however, that if following sentence) on the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price same terms as set forth in the Tag-Along Notice or Notice. The Units which the other terms Tag-Along Member will be entitled to sell under this Section 8.5 will be determined as of the date of consummation of such transfer and conditions shall be less favorable will equal (x) the total number of Units that the Selling Member proposes to the Company than those sell as set forth in the Tag-Along Notice, multiplied by (y) the Company shall promptly notify each Tag-Percentage Interest of the Tag- Along Member thereof and each such Tag-Along Member shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice to the Company and upon such withdrawal shall be released from its obligations thereunder.

Tag-Along Rights. (a) If at any time Limited Partner that is an Affiliate of the Company receives General Partner (in such capacity, the “Tag-Along Transferor”) desires to Transfer all or any portion of its Common Units to an Independent Third Party (the “Tag-Along Transferee”) in one transaction or a series of related transactions, the Tag-Along Transferor shall offer to include in such proposed Transfer (a “Tag-Along Sale”) a number of Common Units owned and designated by any other Limited Partner, in each case in accordance with the terms of this Section 7.7. Notwithstanding the foregoing, this Section 7.7 shall not be applicable to, and a Tag-Along Notice, the Company shall promptly (and, in Transferor may Transfer Common Units without complying with any event, within five (5) days of the Company’s receipt provisions of this Section 7.7 in connection with, any Transfer: (i) made pursuant to a Drag-Along Transaction pursuant to Section 7.6; or (ii) made in connection with an IPO Exchange in accordance with Section 7.8. The Tag-Along Transferor shall cause the offer from such Tag-Along Notice) deliver to each Member holding Class A Units a written notice setting forth Transferee (the date the “Tag-Along Notice was received Offer”) to be reduced to writing, which writing shall include (w) an offer to purchase or otherwise acquire Common Units from the other Limited Partners as required by this Section 7.7, (x) a time and place designated for the Company and closing of such purchase, (y) the Tag-Along Terms and the Company’s Maximum Tag-Along Portion, and attaching a copy identity of the Tag-Along Notice. Each Member holding Class A Transferee and (z) the per Common Unit purchase price proposed to be paid by the Tag-Along Transferee for the Tag-Along Transferor’s and other Limited Partners’ Common Units shall have in a Tag-Along Sale (the right and option (“Tag-Along RightsPrice”), but not ) and the obligation, to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, up to such Member’s Percentage Interest other material terms and conditions of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised being offered by such date. The exercise by a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice to the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or Transferee and, if any portion of the consideration to be paid is other terms and conditions shall be less favorable to the Company than those set forth in cash, then the Tag-Along Notice, Transferor shall make available to the Company shall promptly notify each other Limited Partner’s all material information provided by the acquirer to the Tag-Along Member thereof and each Transferor regarding such non-cash consideration (items (w) through (z) collectively, the “Tag-Along Member shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice to the Company and upon such withdrawal shall be released from its obligations thereunderTerms”).

Tag-Along Rights. (a) If at Subject to Section 3.5(e) hereof, if any time of the Company receives a DLJMB Entities or ZS (the "Tag-Along Notice, Sellers") proposes to Transfer Shares to a Third Party (the Company shall promptly (and, "Tag-Along Purchaser") in any event, within five (5) days of the Company’s receipt a Private Sale other than to a Permitted Transferee of such Tag-Along NoticeSeller (in the case of ZS, subject to the provisions of Sections 3.2 and 3.3 hereof) deliver and, prior to each Member holding Class A Units or as a written notice setting forth the date result of such Transfer, if the Tag-Along Notice was received by Seller is a DLJMB Entity, the Company and DLJMB Entities own beneficially, in the aggregate, less than 70% of their Initial Ownership, or if the Tag-Along Terms and Seller is ZS, ZS owns beneficially less than 70% of its Initial Ownership, the Company’s Maximum other Shareholders (the "Remaining Shareholders") shall have the opportunity to participate ("Tag-Along Portion, Rights") in such Transfer (the "Tag-Along Sale") for the same consideration and attaching on the same terms pursuant to the provisions of this Section 3.5 to Transfer a copy number of Shares (the "Tag-Along Shares") equal to the number of Shares owned beneficially by such Shareholder multiplied by a fraction the numerator of which is the number of Shares to be sold in the Tag-Along NoticeSale after giving effect to any Shares being sold therein by the Remaining Shareholders and the denominator of which is the total number of Shares owned beneficially by the Tag-Along Sellers; PROVIDED, HOWEVER, that only a Management Shareholder's Management Purchased Shares and Vested Option Shares (including those Vested Option Shares that may vest upon the consummation of such Tag-Along Sale, but only if the Management Options relating to such Vested Option Shares have been exercised) shall be included in determining the number of such Management Shareholder's Tag-Along Shares. Each Member holding Class A Units shall have the right and option (“If any Remaining Shareholder properly exercises its Tag-Along Rights”), but not the obligation, to cause the Company to repurchase, at the same price per Class A Unit as such Remaining Shareholder shall receive for its Tag-Along Shares in the Tag-Along Seller, up to such Member’s Percentage Interest of Sale the Company’s Maximum same consideration per Share that the Tag-Along Portion, by delivering written notice to Sellers receive for their Shares from the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of Purchaser in the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights and as set forth in such Member’s notice to the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or (as defined below), subject to an increase in the other amount of consideration of up to 10%, and such Tag-Along Sale shall otherwise be on the same terms and conditions shall be less favorable to the Company than those set forth in upon which the Tag-Along Notice, the Company shall promptly notify each Tag-Along Member thereof and each Sellers are selling their Shares in such Tag-Along Member shall have five (5) Business Days Sale. In determining the consideration to consider such changes and shall be permitted to withdraw its exercise of its received by the Tag-Along Rights by written notice Sellers under this Section 3.5, if the Tag-Along Sellers are DLJMB Entities, any customary compensation for investment banking or financial advisory services to be paid to DLJSC or any of its Affiliates (other than the Company and upon DLJMB Entities) in connection with such withdrawal Transfer shall not be released from its obligations thereunderincluded.

Tag-Along Rights. (a) (i) If an AS Person(s) proposes to sell to any Third Party (1) during the first six months after the date hereof, more than an aggregate of twenty percent (20%) of the Units or other equity securities then held by the AS Persons in the aggregate and (2) at any time after the Company receives six month anniversary of the date hereof, more than ten percent (10%) of the Units or other equity securities then held by the AS Persons in the aggregate, pursuant to a transaction or series of related transactions (other than in a Public Offering, which shall be subject to Article IX), whether pursuant to a sale of Class A Units, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AS Sale”), the AS Investor, on behalf of the selling AS Person(s), shall give the Class A Members written notice of the AS Person(s)’ intention to sell such Class A Units which notice shall set forth the number of Class A Units to be so sold, the proposed sale price and any and all other terms, conditions and details regarding such sale (the “Tag-Along Notice, ”). During the Company shall promptly (and, in any event, within five (5) days of 10 Business Days following the Company’s receipt of such Tag-Along Notice) deliver to , each Member holding Class A Units a written notice setting forth the date the Tag-Along Notice was received by the Company and the Tag-Along Terms and the Company’s Maximum Tag-Along Portion, and attaching a copy of the Tag-Along Notice. Each Member holding Class A Units shall have the right and option to deliver a reply notice (“Tag-Along RightsAcceptance”) to the AS Investor setting forth its irrevocable election to require the proposed transferee or acquiring Person to purchase from such Class A Member (each Class A Member who exercises such right under this Section 7.04, a “Tagging Member”): (x) in the case of the first such proposed sale following which AS Person(s), after giving effect to such AS Sale, would not have the ability to elect or appoint a majority of the members of the Board, all Class A Units owned by such Tagging Member and (y) in all other cases, a number of Class A Units equal to such Tagging Member’s proportionate share of the total number of Class A Units to be purchased by the Third Party or Third Parties, as applicable (the “Proposed Transferee”), but not the obligation, to cause the Company to repurchasebased on such Tagging Member’s Individual Class A Percentage Interest, at the same price per Class A Unit and upon the same terms and conditions (including time of payment and form of consideration) as to be paid by and given to the AS Person(s). In order to be entitled to exercise its right to sell Class A Units to the Proposed Transferee pursuant to this Section 7.04, each Tagging Member must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than AS Persons’ ownership of Class A Units) and agreements as the Tag-Along Seller, up AS Person(s) agrees to make in connection with the AS Sale and such representations and warranties (and related indemnification) as to its ownership of its Class A Units or other equity securities of the Company as are given by the AS Person(s) with respect to such Memberparty’s Percentage Interest ownership of Class A Units or other equity securities of the Company’s Maximum Tag-Along Portion; provided, by delivering written notice that the liabilities thereunder (other than with respect to the Companyownership of each Member’s Class A Units being transferred, which notice shall specify be several obligations) shall be borne on a pro rata basis based on the number of Class A Units which such sold by each of the AS Person(s) and the Tagging Members. Each Tagging Member wishes will be responsible, severally and not jointly, for its proportionate share of the reasonable out-of-pocket costs incurred by AS Persons in connection with the AS Sale to cause the extent not paid or reimbursed by the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice to the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or the other terms and conditions shall be less favorable to the Company than those set forth in the Tag-Along Notice, the Company shall promptly notify each Tag-Along Member thereof and each such Tag-Along Member shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice to the Company and upon such withdrawal shall be released from its obligations thereunderProposed Transferee.

Tag-Along Rights. A Member (athe “Offeror”) If at any time who proposes to Transfer all or a part of its Units (the Units or part thereof proposed to be Transferred being called the “Offered Units”) may not do so without first giving the Company receives a Tag-Along and the other Members (the “Offeree Members”) notice (the “Offer Notice, ”) of the Company shall promptly (and, in any event, proposed Transfer within five (5) days of receiving a bona fide offer from a third party to purchase Units from such Member, which notice must include the Company’s receipt identity of the Person to whom the Transfer is proposed to be made and the terms and conditions of the proposed Transfer, including a copy of any agreement, letter of intent, offer or other writing that relates thereto. Each Offeree Member shall have the right to cause the purchaser to acquire a portion of such Offeree Member’s Units equal to its Proportionate Percentage of the Units being purchased. Each Offeree Member that so elects to participate in any such sale (such Offeree Members and the Offeror being collectively referred to as the “Selling Members”) shall do so by providing written notice thereof (a “Tag-Along Notice”) deliver to each Member holding Class A Units a written notice setting forth the date the Tag-Along Notice was received by the Company and the Tag-Along Terms and the Company’s Maximum Tag-Along Portion, and attaching a copy of the Tag-Along Notice. Each Member holding Class A Units shall have the right and option (“Tag-Along Rights”), but not the obligation, to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, up to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Offeror and each other Offeree Member wishes to cause the Company to repurchase, by the date that is ten within fifteen (1015) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such noticeOffer Notice, a “which Tag-Along Notice shall specify the maximum Units that such Offeree Member wishes to sell (with respect to each Selling Member”, its “Maximum Tag-Along Number,” it being understood that the Maximum Tag-Along Number of the Offeror is the number of Offered Units). The rights right to sell Units will be assigned among the Selling Members, with each Selling Member to be assigned the lesser of (i) such Selling Member’s Proportionate Percentage (based on the Units owned by such Selling Member relative to the aggregate number of Units owned by all Selling Members) and (ii) such Selling Member’s Maximum Tag-Along Number. If, after such assignment, the number of Units assigned is less than the number of Offered Units, a similar assignment shall be made among the Selling Members who have not yet been assigned their Maximum Tag-Along Number. Such procedure shall be continued until Units equal to the number of Offered Units have been assigned, and each Selling Member will be deemed to have offered to the purchaser the Units that have been so assigned to such Selling Member. Any sale pursuant to this Section 8.02(a11.2(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice to be on the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or the other same terms and conditions shall be less favorable to the Company than as those set forth in the Tag-Along Offer Notice; provided that the purchase price shall be allocated among the Selling Members in the same proportion as the proceeds, if any, such Members would have received if all of the assets of the Company were sold for the Company Value. If the purchaser refuses to purchase Units from the Offeree Members who exercise their tag along rights herein, then the Offeror shall promptly notify each Tag-Along Member thereof and each such Tag-Along Member shall have five purchase the assigned Units from the Selling Members (5other than the Offeror) Business Days to consider such changes and shall be permitted to withdraw its exercise in conjunction with the sale of its Tag-Along Rights by written notice the Offered Units to the Company and upon such withdrawal shall be released from its obligations thereunderpurchaser with the closing to occur simultaneously.

Tag-Along Rights. (ai) If Subject to prior compliance with Section 3.2(b), at any time least thirty (30) calendar days prior to a transfer by the Blackstone Member of more than fifty percent (50%) of its Interests in the Company receives (in one or a Tag-Along Noticeseries of related transactions) (a “Tag Eligible Transfer”), the Company Blackstone Member (the “Transferring Member”) shall promptly deliver a written notice (andthe “Sale Notice”) to the HGV Member, in any event, within five (5) days which Sale Notice shall include the material terms and conditions of the Companyproposed Tag Eligible Transfer, including (A) the name and address of the proposed transferee, (B) the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Transferring Member will provide with the Sale Notice such information relating to such non-cash consideration as the HGV Member may reasonably request in order to evaluate such non-cash consideration), (C) the proposed Tag Eligible Transfer date, if known, and (D) the proportion of Interests to be sold in the Tag Eligible Transfer (the “Pro Rata Share”). The HGV Member may elect to participate in the contemplated Tag Eligible Transfer (the “Electing Member”) by delivering irrevocable written notice to the Transferring Member within fifteen (15) calendar days after HGV Member’s receipt of such Tag-Along Sale Notice) deliver . The applicable time period described in the immediately preceding sentence is hereinafter referred to each as the “Response Period”. The Transferring Member holding Class A Units a written notice setting forth the date the Tag-Along Notice was received by the Company and the Tag-Along Terms and Electing Member shall be entitled to sell in the Company’s Maximum Tag-Along Portion, and attaching a copy of the Tag-Along Notice. Each Member holding Class A Units shall have the right and option (“Tag-Along Rights”), but not the obligation, to cause the Company to repurchasecontemplated Tag Eligible Transfer, at the same price per Class A Unit as and on the Tag-Along Sellersame terms, up a proportion of Interests equal to the product of (1) the total Interests owned by such Person and (2) its Pro Rata Share. The failure of the HGV Member to elect to participate in the contemplated Tag Eligible Transfer within the applicable Response Period, shall be deemed to constitute an irrevocable waiver of all of such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to under this Section 8.02(a3.2(d) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such dateTag Eligible Transfer. The exercise Electing Member and the Transferring Member shall sell to the proposed third party transferee the Interests, in their respective Pro Rata Shares, proposed to be transferred by a Tag-Along the proposed third party transferee in accordance with this Section 3.2(d) at the time and place provided for the closing in the Sale Notice, or at such other time and place as the Blackstone Member of its Tag-Along Rights as set forth and the proposed third party transferee shall agree. If the HGV Member has elected not to participate in such Member’s the contemplated Tag Eligible Transfer (through notice to such effect or expiration of the Company shall be irrevocable; providedappropriate Response Period, howeverafter delivery of the Sale Notice), that if then the principal Tag-Along Terms change with Transferring Member may transfer the result that Interests specified in the per Unit Sale Notice at a price shall be less not more than the per Unit price set forth in the Tag-Along Sale Notice or the and on other terms and conditions shall be less not, in the aggregate, substantially more favorable to the Company Transferring Member than those set forth specified in the Tag-Along Sale Notice, the Company shall promptly notify each Tag-Along Member thereof and each such Tag-Along Member shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice to the Company and upon such withdrawal shall be released from its obligations thereunder.

Tag-Along Rights. After the fifth anniversary of the date of this Agreement, TAO (awhich for the purpose of this Section 6.4 shall also include its Permitted Transferees) If may Transfer its Common Units and its Permitted Transferees’ Common Units to any Person other than a TAO Prohibited Person in compliance with this Section 6.4; provided that this Section 6.4 shall not apply to a Permitted Transfer. In the event TAO proposes to Transfer (in one transaction or a series of related transactions) all or any portion of its Common Units pursuant to this Section 6.4, TAO shall provide Hakkasan Parent (which for the purpose of this Section 6.4 shall also include its Permitted Transferees) with at any time least twenty (20) days prior written notice of the Company receives a Transfer, together with the name of the proposed transferee, the number of TAO’s Common Units proposed to be Transferred (the “Tag-Along NoticeSecurities”), the Company shall promptly (and, in any event, within five (5) days of the Company’s receipt of such Tag-Along Notice) deliver price proposed to each Member holding Class A Units a written notice setting forth the date be paid for the Tag-Along Notice was received by the Company Securities and the Tag-Along Terms all other material terms and the Company’s Maximum Tag-Along Portion, and attaching a copy conditions of the Tag-Along Noticeproposed offer. Each Member holding Class A Units TAO shall provide (or cause to be provided) such additional material information with respect to the proposed offer as Hakkasan Parent may reasonably request. Hakkasan Parent shall have the right and option option, by delivering to the Company and TAO a written notice within such twenty (20)-day period (and for the avoidance of doubt, if such affirmative notice is not timely received, TAO may transfer the Tag-Along Securities to the applicable purchaser without further obligation to Hakkasan Parent) to sell, on the same terms and conditions as the sale by TAO (including in respect of representations, warranties, covenants (including a release, if any) and indemnification obligations, if any, so long as (i) Hakkasan Parent shall not be required to make any representation or warranty that is not the same as or equivalent to those made by TAO, and (ii) Hakkasan Parent shall only be required to make representations and warranties that are made by the Members on a several and not joint basis (other than with respect to claims against an escrow, which may be on a joint and several basis subject to Hakkasan Parent not being required to bear any reduction of proceeds from such escrow by more than its pro rata share as to such claims) with respect to the Company and its Subsidiaries) a number of Common Units equal to the product of: (A) the number of Common Units owned by Hakkasan Parent at such time, and (B) the quotient obtained by dividing the number of Tag-Along Securities being sold and the aggregate number of Common Units owned by TAO at such time (such Common Units, the “Tag-Along RightsParticipation Securities”) (and if the transferee of such Common Units is not willing to purchase such number of Common Units from Hakkasan Parent, the number of Common Units to be sold by TAO shall be reduced proportionately and Hakkasan Parent shall have the right to sell a number of Common Units equal to the product of the amount referred to in clause (A) and the quotient referred to in clause (B), but not ); provided that in the obligation, to cause the Company to repurchase, at the same price per Class A Unit as event that the Tag-Along Seller, up Securities proposed to such Member’s Percentage Interest be Transferred represent more than 50% of the Company’s Maximum then outstanding Common Units, Hakkasan Parent shall have the right to sell all of their Common Units if by selling the Tag-Along PortionParticipation Securities, by delivering written notice Hakkasan Parent would cease to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days be a Qualified Member. As promptly as practicable after the date consummation of receipt by such Member any Transfer or other disposition of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members Common Units pursuant to this Section 8.02(a) 6.4 and the receipt of the consideration therefrom, TAO shall terminate with respect remit to such proposed Tag-Along Sale if not exercised by such dateHakkasan Parent the portion of the total sales price of the Common Units of Hakkasan Parent received pursuant thereto (subject to pro rata reduction/withholding for purchase price adjustments, holdbacks, insurance costs and similar costs). The exercise by Each Member participating in a Tag-Along Member Transfer pursuant to this Section 6.4 shall bear all of its Tag-Along Rights as set forth own costs and expenses incurred in such Member’s notice to the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change connection with the result preparation, execution and performance of such Transfer and the transactions contemplated thereby (except as otherwise contemplated herein), including all fees and expenses of representatives, financial advisors, counsel and accountants. TAO shall not effect the Transfer of any Common Units pursuant to this Section 6.4 unless a proportional amount of (x) Common Units of TAO and (y) Common Units that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or the other terms and conditions shall be less favorable Hakkasan Parent has exercised its right to the Company than those set forth in the Tag-Along Noticesell pursuant to this Section 6.4, the Company shall promptly notify each Tag-Along Member thereof and each such Tag-Along Member shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice to the Company and upon such withdrawal shall be released from its obligations thereunderare simultaneously sold.

Tag-Along Rights. (a) If at In the event that (i) Majority Member desires to Direct Transfer any time Membership Interest or (ii) an Affiliate of the Company receives Majority Member desires to transfer, sell, assign or offer 10% or more of the voting stock of (x) any Person whose assets consist exclusively or substantially in their entirety of Membership Interests or (y) any Person whose assets consist exclusively or substantially in their entirety of any Person described in clause (x) above (any transaction described in clause (i) or (ii) above, a "TAG-ALONG Transfer"), the Majority Member or Affiliate of the Majority Member proposing to effect the Tag-Along Notice, Transfer (the Company "TAG-ALONG INITIATOR") shall promptly (and, in any event, within five (5) days of the Company’s receipt give written notice of such intended Tag-Along Notice) deliver Transfer to each other Member holding Class A Units (each, a "TAG-ALONG OFFEREE") and to the Company. Such notice (the "TAG-ALONG NOTICE") shall set forth the terms and conditions of such proposed Tag-Along Transfer, including the name of the proposed transferee, the amount of Membership Interests proposed to be Tag-Along Transferred by the Tag-Along Initiator (the "TAG-ALONG INTERESTS"), the purchase price of Membership Interests proposed to be paid therefor or allocated thereto in good faith and the payment terms and type of Tag-Along Transfer to be effectuated. Each Tag-Along Offeree shall, by written notice setting forth to the date Tag-Along Initiator and the Company delivered no later than 14 calendar days after delivery of the Tag-Along Notice was received by the Company and the Tag-Along Terms Initiator to each Tag-Along Offeree and the Company’s Maximum , have the opportunity and right to sell to the transferee in such proposed Tag-Along PortionTransfer (upon the same terms and conditions, and attaching or, in the case of a copy of the Tag-Along Notice. Each Member holding Class A Units shall have the right Transfer that is not a Direct Transfer, on substantially equivalent terms and option (“Tag-Along Rights”)conditions, but not the obligation, to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, Initiator) up to such Member’s Percentage Interest that amount of Membership Interests owned by the Company’s Maximum Tag-Along Portion, by delivering written notice Offeree equal to the Companyproduct of (x) a fraction, the numerator of which notice shall specify is the number of Class A Membership Units which owned as of such Member wishes to cause the Company to repurchase, date by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights Offeree and the denominator of which is the Members pursuant to this Section 8.02(a) shall terminate with respect to aggregate number of Membership Units owned as of such proposed date by the Tag-Along Sale if not exercised by such dateInitiator and each Tag-Along Offeree that has accepted the opportunity to participate and (y) the aggregate number of Tag-Along Interests. The exercise amount of Tag-Along Interests to be sold by any Tag-Along Initiator shall be proportionately reduced to the extent necessary to provide for such sales of Membership Interests hereunder by Tag-Along Offerees. Notwithstanding anything contained herein to the contrary, no Member that is not a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice to the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or the other terms and conditions shall be less favorable to the Company than those set forth in the Tag-Along Notice, the Company shall promptly notify each Tag-Along Member thereof and each such Tag-Along Member Offeree shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice to the Company and upon such withdrawal shall be released from its obligations thereunderany rights under this Section 6.3.

Tag-Along Rights. If Managing Member desires to sell all or any portion of its Membership Interests to a Qualified Purchaser, upon the notice of the Non-Managing Member declining to exercise its Right of First Refusal under Section 8.3, the Non-Managing Member shall have the right to require the Managing Member to cause the Qualified Purchaser to purchase all of the Membership Interest of the Non-Managing Member owned by the Non-Managing Member in accordance with the terms and conditions of the Bona Fide Offer and this Section 8.4 (a) If at any time the Company receives a "Tag-Along Notice, the Company shall promptly (and, in any event, within five (5) days of the Company’s receipt of such Right"). The Tag-Along Notice) deliver to each Member holding Class A Units a Right shall be exercisable only by written notice setting forth provided to the date Managing Member prior to the expiration of the thirty (30) day period governing the exercise of the Right of First Refusal. If exercised as provided herein, the Tag-Along Notice was received by Right shall require the Company and Managing Member to require the TagQualified Purchaser to purchase from Non-Along Terms and the Company’s Maximum Tag-Along Portion, and attaching a copy Managing Member all of the Tag-Along Notice. Each Member holding Class A Units shall have the right and option (“Tag-Along Rights”), but not the obligation, to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, up to such Member’s Percentage Membership Interest of the Company’s Maximum TagNon-Along PortionManaging Member, by delivering written notice and if that not be the case, Managing Member shall not be permitted to sell any of its Membership Interest to the CompanyQualified Purchaser. Without limiting the generality of other provisions of this Agreement, the proceeds from such sale shall be and constitute Net Capital Transaction Proceeds, which notice shall specify be distributed to the number Members in accordance with the provisions of Class A Units which such Section 4.2 hereof. In the event that Non-Managing Member wishes to cause shall exercise its tag-along right under the Company to repurchase, by the date that is ten (10) days after the date provisions of receipt by such Member Section 8.4 of the notice referred to Owner Portfolio Agreement or any substantially similar provisions in the immediately preceding sentence (each Member delivering such noticeany amendment, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate modification or restatement hereof, with respect to such proposed Taga transaction or any series of substantially similar transactions, Non-Along Sale if not exercised by such date. The Managing Member, shall also exercise by a Tag-Along Member of its Tag-Along Rights as set forth Right hereunder in like manner in such Member’s notice to transaction or series of similar transactions. In the Company shall be irrevocable; provided, however, event that if the principal TagNon-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or the other terms and conditions shall be less favorable to the Company than those set forth in the Tag-Along Notice, the Company shall promptly notify each Tag-Along Member thereof and each such Tag-Along Managing Member shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its not exercise of its Tag-Along Rights by written notice Right under the provisions of Section 8.4 of the Owner Portfolio Agreement or any substantially similar provisions in any amendment, modification or restatement hereof, with respect to the Company and upon a transaction or any series of substantially similar transactions, Non-Managing shall also not exercise its Tag-Along Right hereunder in like manner in such withdrawal shall be released from its obligations thereundertransaction or series of similar transactions.

Tag-Along Rights. In the event a Member elects to make a Disposition of all or any portion of its Units (aexcept in the circumstances described in the proviso to Section 4.5(b)(i)(A) If at any time the Company receives a Tag-Along Notice, the Company shall promptly (and, in any event, within five (5) days of the Company’s receipt of such Tag-Along Notice) deliver to each Member holding Class A Units a written notice setting forth the date the Tag-Along Notice was received by the Company hereof and the Tag-Along Terms and the Company’s Maximum Tag-Along Portionfirst proviso to Section 4.5(b)(i)(C) hereof, but subject to all other provisions contained in Section 4.5(b)(i) hereof, and attaching a copy of after first complying with the Tag-Along Notice. Each Member holding Class A Units shall have procedures set forth in Section 4.5(b)(iii) hereof) (the right and option (“Tag-Along RightsDisposing Member”), but not then each other Member (each, a “Potential Tag-Along Participant”) is hereby granted the obligation, non-assignable right to cause the Company to repurchaseDispose, at the same price per Class A Unit relevant selling price, that proportion of its Units as the is described below. The Tag-Along Seller, up to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written Disposing Member shall deliver a notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such noticeeach, a “Tag-Along MemberNotice”). The rights of ) to the Members pursuant to this Section 8.02(a) Potential Tag-Along Participants, which shall terminate set forth all relevant information with respect to such the proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member Disposition, including the identity of its Tag-Along Rights as set forth in such Member’s notice to the Company shall be irrevocable; providedbuyer, howeverthe proposed purchase price, the precise Units that if are the principal Tag-Along Terms change with subject of the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or the sale, and any other terms and conditions of the proposed Disposition (including copies of all available and relevant proposed purchase and sale documents). The Potential Tag-Along Participants shall be less favorable have the right to sell Units (other than Partial Rights) for the Company than those same price per Unit, and on the same terms and conditions, as are set forth in the Tag-Along Notice, the Company shall promptly notify each . Each Potential Tag-Along Participant shall have 45 Days following its receipt of the Tag-Along Notice in which to notify the Tag-Along Disposing Member thereof whether it desires to exercise its sell right. A notice in which a Potential Tag-Along Participant exercises such right is referred to herein as a “Tag-Along Exercise Notice,” and each a Potential Tag-Along Participant that delivers a Tag-Along Exercise Notice is referred to herein as a “Tag-Along Member.” Any Potential Tag-Along Participant that does not respond during the applicable period shall be deemed to have waived such right. Each Tag-Along Member shall have five the right to participate in the Disposition in the same proportion that its Sharing Ratio (5excluding any Partial Rights) Business Days bears to consider such changes and shall be permitted to withdraw its exercise the aggregate Sharing Ratios of its all Tag-Along Rights by written notice Members and the Tag-Along Disposing Member, collectively (or on such other basis as the Tag-Along Members and the Tag-Along Disposing Member may mutually agree). The Tag-Along Disposing Member shall use commercially reasonable good faith efforts to obtain the agreement of the buyer to the Company and upon participation of the Tag-Along Members. Notwithstanding the Tag-Along Disposing Member’s commercially reasonable good faith efforts as contemplated by the immediately preceding sentence, if the buyer is unwilling or unable to acquire the Units of the Tag-Along Members that have chosen to participate in such withdrawal shall be released from its obligations thereunderDisposition, then the Tag-Along Disposing Member may proceed with such Disposition without the written consent of the Tag-Along Members.

Tag-Along Rights. (a) If Subject to the prior exercise of the Company’s Call Right pursuant to Section 2(c), to the extent applicable, and subject to Section 4(c), if at any time (including for the avoidance of doubt, following the IPO Date) an Investor (which for purposes of this Section 4 shall include any Permitted Transferee of any Investor, and each such Investor or Permitted Transferee referred to in this Section 4, a “Tag-Along Seller”) proposes to transfer Shares held by such Tag-Along Seller to any Person other than the Company receives or another Investor, whether in one transaction or in a series of related transactions, then the Company shall give the Management Stockholders notice (the “Tag-Along Notice, the Company shall promptly ”) of their opportunity to participate in a tag-along sale pursuant to this Section 4 (and, in any event, within five (5) days of the Company’s receipt of such a “Tag-Along NoticeSale”). Notwithstanding the foregoing, the provisions of this Section 4 shall also apply where the Tag-Along Seller is a Principal Investor and the transferee is the Company. The Tag-Along Notice shall be delivered within two (2) deliver to Business Days after the expiration of the Investor Election Period or the Second Investor Election Period, as the case may be, each Member holding Class A Units a as defined in the AMC Stockholders Agreement. Each Management Stockholder shall have the right, exercisable upon written notice setting to the Tag-Along Seller within seven (7) Business Days after the expiration of the Investor Election Period or the Second Investor Election Period, as the case may be (the “Tag-Along Election Period”), to participate in the Tag-Along Sale to any Person (the “Tag-Along Transferee”) on the terms and conditions applicable to such Transfer and as set forth the date in the Tag-Along Notice was received by the Company and the Tag-Along Terms and the Company’s Maximum Tag-Along Portion, and attaching a copy of the Tag-Along Notice. Each Member holding Class A Units shall have the right and option (such participation rights being hereinafter referred to as “Tag-Along Rights”). Any Management Stockholder that elects not to exercise Tag-Along Rights or that has not notified the Tag-Along Seller of his, but her or its intent to exercise Tag-Along Rights within the Tag-Along Election Period shall be deemed to have elected not the obligation, to cause the Company exercise such Tag-Along Rights with respect to repurchase, at the same price per Class A Unit as such Tag-Along Sale and the Tag-Along Seller, up to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not Investors who have exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice to under Section 4 of the Company shall be irrevocable; provided, however, that if AMC Stockholders Agreement and the principal Management Stockholders who have exercised Tag-Along Terms change with Rights hereunder shall thereafter be free to Transfer to the result that the Tag-Along Transferee at a per Unit share price shall be less no greater than the per Unit share price set forth in the Tag-Along Notice or the with respect to such Transfer and on other terms and conditions shall be less that are not materially more favorable to the Company Tag-Along Seller, the Investors who have exercised Tag-Along Rights under Section 4 of the AMC Stockholders Agreement and the Management Stockholders who have exercised such Tag-Along Rights than those set forth in such Transfer Notice, without any further obligation pursuant to this Section 4(a) to such Management Stockholder(s) that have elected not to exercise Tag-Along Rights or not provided notice to exercise Tag-Along Rights. Each Management Stockholder that elects to exercise Tag-Along Rights within the Tag-Along Notice, Election Period may sell in the Company shall promptly notify each Tag-Along Member thereof and each such Sale up to the number of whole Restricted Shares, including any (A) Restricted Shares issuable upon exercise of Vested Options or (B) Restricted Shares that will be issuable pursuant to Employee Options that vest as a result of the consummation of the Transfer to the Tag-Along Member shall have five Transferee (5collectively, the “Management Shares”) Business Days in an amount equal to consider such changes and shall be permitted to withdraw its exercise the product of its (i) the aggregate number of Management Shares owned by the Management Stockholder on the date of the Tag-Along Rights Sale and (ii) a fraction, the numerator of which is equal to the number of Shares proposed to be sold by written the Tag-Along Seller and the denominator of which is the aggregate number of Shares owned by the Tag-Along Seller (the “Eligible Shares”). If one or more other Investors and Management Stockholders elects not to include the maximum number of his, her or its eligible Shares in a proposed Transfer, the Tag-Along Seller shall (as required by the AMC Stockholders Agreement) give prompt notice to each other participating Management Stockholder and each participating Management Stockholder may Transfer in the Company proposed Transfer a number of additional Management Shares equal to such participating Management Stockholder’s pro rata portion (based upon the aggregate number of Management Shares owned by such participating Management Stockholder relative to the aggregate number of Shares and Management Shares owned by all Management Stockholders and Investors) of the number of Shares and Management Shares eligible to be included in the proposed Transfer. Such additional Management Shares which any such Management Stockholder(s) proposes to sell shall not be included in the calculation of Eligible Shares. To the extent that the total number of Shares proposed to be Transferred by the Tag-Along Seller and the number of Shares and Management Shares proposed to be Transferred by all of the other Investors and Management Stockholders collectively exceeds the number of Shares and Management Shares that the Tag-Along Transferee is willing to acquire, the number of Shares and Management Shares that the Tag-Along Seller and each other Investor and Management Stockholder proposes to Transfer will be reduced pro rata based upon such withdrawal shall be released from its obligations thereunderthe relative number of Shares and Management Shares that the Tag-Along Seller and each other Investor and Management Stockholder had proposed to Transfer.

Tag-Along Rights. Except with respect to a sale or other transfer to an Affiliate of LTGI, if LTGI proposes to sell or otherwise transfer, directly or indirectly, to a person (a"Third Party Purchaser") If other than any other holder of Voting Securities party to this Agreement (except in a pledge to a financial institution, a merger or recapitalization of the Corporation in which all holders of Voting Securities participate or a tender offer not opposed by the Corporation) (a "Proposed Sale") more than 5% of the shares of Common Stock beneficially owned by LTGI at any the time of the Company receives Proposed Sale, LTGI (the "Selling Holder") shall give written notice ("Sale Notice") of the Proposed Sale (including the proposed per-share sale price and all other material terms of the transaction) to each of the Lender and the Principals (each of the Lender and Principals, a "Tag-Along Notice, the Company shall promptly (and, in any event, within Holder") no later than five (5) days prior to the scheduled consummation of the Company’s receipt of Proposed Sale. Each Tag-Along Holder may, by written notice ("Participation Notice") given to the Selling Holder within three (3) days after the Sale Notice is given by the Selling Holder, elect to require the Third Party Purchaser to purchase from each such Tag-Along Notice) deliver to each Member holding Class A Units a written notice setting forth the date the Holder such Tag-Along Notice was received by Holder's Proportionate Share (as hereinafter defined) of the Company and the shares of Common Stock included in its Registrable Securities. The failure of a Tag-Along Terms and Holder to respond within the Company’s Maximum Tagthree-Along Portion, and attaching day period following receipt of the Sale Notice shall be deemed to be a copy waiver of the Tag-Along NoticeHolder's rights under this Section 5. Each Member holding Class A Units It shall have be a condition to the right and option (“consummation of the Proposed Sale by the Selling Holder that the Third Party Purchaser purchase from each Tag-Along Rights”), but not Holder who has given a Participation Notice within the obligation, to cause the Company to repurchase, at time period specified above that number of shares of Common Stock constituting such Tag-Along Holder's Proportionate Share on the same price per Class A Unit terms and conditions as pertain to the shares of Common Stock to be sold by the Selling Holder in the Proposed Sale except that the Tag-Along Seller, up Holder shall not be required to such Member’s Percentage Interest make any agreements or representations other than its ownership of the Company’s Maximum Tag-Along Portionshares it is selling. As used herein, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice to the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or the other terms and conditions shall be less favorable to the Company than those set forth in the Tag-Along Notice, the Company shall promptly notify each Tag-Along Member thereof and each such Tag-Along Member shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice to the Company and upon such withdrawal shall be released from its obligations thereunder."

Tag-Along Rights. (a) If If, at any time prior to the consummation of the earlier to occur of a Company receives Sale or a Qualified Public Offering, any holder of Units proposes to transfer any of its Units to a Third Party (other than any transfer by any Member to Sciens or an Affiliate of Sciens if BMP has consented in writing to such transfer, such consent to be given or withheld in the sole discretion of BMP) and the rights of first refusal are not exercised as set forth in Section 6.4.3 with respect to all of the Units proposed to be transferred to such Third Party (a “Tag-Along Sale”), such Selling Holder shall provide written notice (“Tag-Along Notice, the Company shall promptly (and, in any event, within five (5”) days of the Company’s receipt of such proposed Tag-Along Notice) deliver Sale to each Member holding Class A holder of Units other than any holder who exercised its right of first refusal with respect to (and was actually entitled to acquire) any portion of the Units proposed to be transferred to such Third Party (each, a written notice setting forth “Tag-Along Holder”). The Tag-Along Notice shall identify the date number of Units subject to the Tag-Along Notice was received Sale, the price per Unit (which shall be in cash and/or marketable securities only) being offered by the Company Third Party (the “Tag-Along Price”) and all other material terms of proposed Tag-Along Sale. Each Tag-Along Holder shall, as to Units held by it, have the right and option, exercisable as-set forth below, to participate in the Tag-Along Terms and Sale (the Company’s Maximum Tag-Along Portion, and attaching a copy of the Tag-Along Notice. Each Member holding Class A Units shall have the right and option (“Tag-Along Rights”), but not the obligation, to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, ) for up to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of as constitute its Tag-Along Rights as set forth in such Member’s notice Pro Rata Portion of the number of Units, and the number of Units to be sold by the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth Selling Holder in the Tag-Along Notice or the other terms and conditions Sale shall be less favorable reduced to the Company than those set forth in extent the Tag-Along Notice, the Company shall promptly notify each Tag-Along Member thereof and each such Tag-Along Member shall have five (5) Business Days Holders elect to consider such changes and shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice to the Company and upon such withdrawal shall be released from its obligations thereunder.participate. “

Tag-Along Rights. Subject to the other provisions of this Exhibit E (aincluding, without limitation, the consent requirements in Section 1.2(a) of this Exhibit E above and the provisions of Section 1.5 of this Exhibit E, in the event that any Class B Member desires to Transfer all or any portion of its Class B Units other than to the Class A Member or to an Affiliate of Such Class B Member, as permitted under Section 1.2(a) of this Exhibit E (a "Third Party Purchaser"), such Class B Member shall give written notice thereof (the "Triggering Notice") to the Class A Member not later than sixty (60) days prior to the consummation of the proposed Transfer. The Triggering Notice shall state the identity of the Third Party Purchaser, the consideration therefor to be paid by the Third Party Purchaser and the other material terms and conditions of the proposed Transfer. If at any time the Company receives Class A Member approves the proposed Transfer pursuant to Section 1.2(a) of this Exhibit E and does not otherwise elect to exercise its rights under Section 1.5 of this Exhibit E, the Class A Member shall also have a period of twenty (20) days from receipt of the Triggering Notice to determine whether the Class A Member may require a number of its Class A Units equal to the number of Class B Units being offered to be included in the proposed Transfer upon the same terms and conditions (other than price) as applicable to and as stated in the Triggering Notice (the "Tag-Along Rights"); provided, however, that the price to be paid per Class A Unit by the Third Party Purchaser shall not be less than the Specified Price Per Class A Unit. In the event the Class A Member shall elect to exercise its Tag-Along Rights, the Class A Member shall give written notice thereof (the "Tag-Along Notice, ") to such Class B Member(s) not later than the Company shall promptly (and, in any event, within five (5) days 20th day from receipt of the Company’s receipt of such Tag-Along Triggering Notice) deliver to each Member holding . If the Class A Units a written notice setting forth the date Member shall fail to deliver the Tag-Along Notice was received by to such Class B Member on or before expiration of such twenty (20) day period, the Company and the Tag-Along Terms and the Company’s Maximum Tag-Along Portion, and attaching a copy of the Tag-Along Notice. Each Member holding Class A Units Member shall be deemed to have the right and option (“elected not to exercise such Tag-Along Rights”), but not . In the obligation, event the Third Party Purchaser fails or refuses to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, up to such Member’s Percentage Interest purchase any of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause be sold in connection with the Company to repurchase, exercise by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Class A Member of its Tag-Along Rights as set forth in Rights, then any prior approval by the Class A Member of the proposed Transfer by the Class B Member of its Class B Units to such Member’s notice Third Party Purchaser shall be deemed retracted and void. In addition, if the Class A Member is the holder of a loan to the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or the other terms Member (including, without limitation, the Subordinated Note and conditions shall be less favorable Subordinated Debt), then in addition to the Company than those set forth payment of the Specified Price per Class A Unit, as a condition to closing, the Third Party Purchaser shall pay the Class A Member any outstanding principal and accrued but unpaid interest (or proportionate amount thereof in the Tag-Along Noticecase of a Transfer of the Class A Units which is less than all of the Class A Member's Units) on all such loans and upon receipt of such payments, the Company shall promptly notify each Tag-Along Member thereof and each such Tag-Along Class A Member shall have five assign all (5or a proportionate amount, as applicable) Business Days to consider of the outstanding principal (and accrued interest thereon) under any such changes and shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice loans to the Company and upon such withdrawal shall be released from its obligations thereunderThird Party Purchaser.

Tag-Along Rights. (a) If In the event Vistra Member and its Affiliates (in its capacity as such, a “Tag-Along Transferor”) proposes to Dispose of at any time least five percent (5%) of the Company receives then outstanding Class A Units to a Person (other than an Affiliate of Vistra Member), other than pursuant to Section 7.03 or Section 7.05, such Tag-Along Transferor shall deliver a written notice (the “Tag-Along Notice, ”) to the Company shall promptly Class B Member Representative (and, in any event, within on behalf of each Class B Member so long as the Class B Members collectively hold a Percentage Interest of at least five percent (5%)) days of the Company’s receipt of (each such Class B Member, a “Tag-Along NoticeOfferee” ) deliver at least twenty (20) days prior to each Member holding Class A Units a written notice setting forth consummating such Disposition (the date the “Tag-Along Notice was received by Transaction” ) specifying the Company and identity of the Tag-Along Terms and prospective transferee(s) (to the Company’s Maximum Tag-Along Portionextent then known), and attaching a copy the number of the Tag-Along Notice. Each Member holding Class A Transferor’s Units shall have to be Disposed (the right and option (“Tag-Along RightsUnits”), but not the obligationpercentage of the Tag-Along Transferor’s aggregate Units to be Disposed (the “Tag-Along Percentage” ), and a summary of the material terms and conditions of the Disposition (if known). Each Tag-Along Offeree may elect to cause participate in the Company to repurchasecontemplated Disposition, at the same price per Unit and on the same terms and conditions applicable to the sale of the Class A Unit as Units by the Tag-Along Seller, up to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice to the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth Transferor in the Tag-Along Notice or the other terms and conditions shall be less favorable to the Company than those Transaction as set forth in the Tag-Along Notice, by delivering written notice to the Company shall promptly notify each Tag-Along Member thereof and each Transferor within fifteen (15) days after delivery of the Tag-Along Notice, which notice shall specify the number of Units that such Tag-Along Member Offeree desires to include in such proposed Disposition; provided that such number of Units shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise not exceed the product of its the Tag-Along Rights Percentage and the total number of Units then held by written such Tag-Along Offeree unless the consummation of such Disposition of Tag-Along Units by the Tag-Along Transferor would result in a Change of Control of the Company, in which case the Class B Member Representative may specify all or any portion of the Class B Units owned by each of the Tag-Along Offerees. If any Tag-Along Offeree does not give such notice prior to the Company expiration of the fifteen (15) day period for giving such notice, then such Tag-Along Offerees will be deemed to have elected not to participate in the Tag-Along Transaction. If no Tag-Along Offeree elects to participate in the Tag-Along Transaction (or if no Tag-Along Offeree timely delivers notice of its desire to participate in the Tag-Along Transaction), then the Tag-Along Transferor may Dispose of the applicable Tag-Along Units to any Person on the terms set forth in the Tag-Along Notice without any further obligation to the Tag-Along Offerees under this Section 7.04. If the Tag-Along Transaction is not consummated within twelve (12) months of the date of the Tag-Along Notice, then the Tag-Along Transferor must again comply with the terms of this Section 7.04 before Disposing of the Tag-Along Units; provided, that, if the consummation of such sale is subject to the receipt of any Governmental Authorizations and upon such withdrawal Governmental Authorizations have not been received by the end of such twelve (12) month period, such twelve (12) month period shall automatically be released from its obligations thereunderextended for an additional thirty (30) days following receipt of such Governmental Authorizations.

Tag-Along Rights. 4.5.1 If the holder or holders of not less than a majority of the Outstanding Units (acollectively, a “Majority Seller”) If shall decide to sell (a “Third Party Sale”) at least 50% of the Outstanding Units held by the Majority Seller to any time the Company receives third party offeror (a Tag-Along Notice“Third Party Offeror”), the Company such Majority Seller shall promptly notify (and, the “Notice”) the other holders of Outstanding Units (the “Other Tag Holders”) in any event, within five (5) days writing of the Company’s existence of, and the terms and conditions of, such Third Party Sale. The Other Tag Holders shall have ten Business Days from the receipt of such Tag-Along Noticethe Notice (the “Demand Period”) to deliver to each Member holding Class A Units a written notice setting forth the date the Tag-Along Notice was received by the Company and the Tag-Along Terms and the Company’s Maximum Tag-Along Portion, and attaching (with a copy of to the Tag-Along NoticeMajority Seller) to the Management Committee, requesting to participate in such Third Party Sale. Each Member holding Class A Units If any Other Tag Holder elects to participate in such Third Party Sale, the participating Other Tag Holder shall have the right and option (“Tag-Along Rights”), but not the obligation, be entitled to cause the Company to repurchasesell in such Third Party Sale, at the same price per Class A Unit unit, upon the same terms and conditions and at the same ratio as the Tag-Along Seller, up to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Companytype of Units, and with respect to each type of Units, a number of Units equal to the product of (i) a fraction, the numerator of which notice shall specify is the number of Class A Outstanding Units then held by such Other Tag Holder, and the denominator of which such Member wishes to cause is the Company to repurchase, aggregate number of Outstanding Units owned by the date that is ten Majority Seller and the participating Other Tag Holders (10the “Selling Group”), multiplied by (ii) days after the date aggregate number of receipt by such Member of Outstanding Units to be sold pursuant to the notice Third Party Sale. The Outstanding Units to be sold pursuant to the Third Party Sale are collectively referred to in herein as the immediately preceding sentence (each Member delivering such notice“Transfer Units”. Notwithstanding the foregoing, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate purchase price per unit payable with respect to such proposed Tag-Along Sale if not exercised Common Units held by such datethe Other Tag Holders shall be determined by the Management Committee. The exercise by a Tag-Along Member Majority Seller shall use its reasonable best efforts to obtain the agreement of its Tag-Along Rights as set forth in such Member’s notice the Third Party Offeror to the Company participation of the Other Tag Holders. If the Demand Period shall be irrevocable; providedexpire and the Other Tag Holders shall not have indicated a written interest in participating in the Third Party Sale, howeverthe Majority Seller may complete the Third Party Sale, that if within 90 days of the principal Tag-Along Terms change with expiration of the result that Demand Period, upon the per Unit price shall be less than terms and subject to the per Unit price conditions set forth in the Tag-Along Notice or the other terms and conditions shall be less favorable to the Company than those set forth in the Tag-Along Notice, the Company shall promptly notify each Tag-Along Member thereof and each such Tag-Along Member shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice to the Company and upon such withdrawal shall be released from its obligations thereunder.