TIME TO TIME OF AN EXECUTIVE, THE COMPANY
SHALL PROVIDE TO SUCH EXECUTIVE THE NUMBER OF CLASS A COMMON UNITS THAT SUCH
EXECUTIVE MAY TRANSFER IN A PUBLIC SALE IN RELIANCE ON THIS SECTION 1(D) SUBJECT
TO THE TERMS AND CONDITIONS HEREOF.
(E)
TERMINATION OF RESTRICTIONS. THE
RESTRICTIONS ON THE TRANSFER OF SECURITIES SET FORTH IN THIS SECTION 1 SHALL
CONTINUE WITH RESPECT TO A SECURITY UNTIL THE EARLIER OF THE DATE ON WHICH SUCH
SECURITY HAS BEEN TRANSFERRED (I) IN A PUBLIC SALE PERMITTED HEREBY, (II) BY A
TAG-ALONG SECURITYHOLDER PURSUANT TO SECTION 2, AND (III) PURSUANT TO A SALE OF
THE COMPANY THAT MEETS THE CONDITIONS FOR TRANSFER SET FORTH IN THIS SECTION 1.
2.
PARTICIPATION RIGHTS.
(A)
AT LEAST 20 DAYS PRIOR TO ANY TRANSFER OF
UNITS OF ANY CLASS OF SECURITIES BY ONE OR MORE OF THE INVESTORS (EACH, A
"TRANSFERRING INVESTOR"), SUCH TRANSFERRING INVESTOR(S) SHALL DELIVER A WRITTEN
NOTICE (THE "TAG-ALONG NOTICE") TO THE COMPANY AND THE OTHER SECURITYHOLDERS
(THE "TAG-ALONG SECURITYHOLDERS") SPECIFYING IN REASONABLE DETAIL THE IDENTITY
OF THE PROSPECTIVE TRANSFEREE(S) AND THE TERMS AND CONDITIONS OF THE TRANSFER.
THE TAG-ALONG SECURITYHOLDERS MAY ELECT TO PARTICIPATE IN THE CONTEMPLATED
TRANSFER BY DELIVERING WRITTEN NOTICE TO EACH OF THE TRANSFERRING INVESTOR(S)
WITHIN 15 DAYS AFTER DELIVERY OF THE TAG-ALONG NOTICE. IF ANY TAG-ALONG
SECURITYHOLDERS HAVE ELECTED TO PARTICIPATE IN SUCH TRANSFER, THE TRANSFERRING
INVESTOR(S) AND SUCH TAG-ALONG SECURITYHOLDERS WILL EACH BE ENTITLED TO SELL IN
THE CONTEMPLATED TRANSFER, AT THE SAME PRICE AND ON THE SAME TERMS, A NUMBER OF
UNITS OF SUCH CLASS OF SECURITIES PROPOSED TO
3
BE TRANSFERRED EQUAL TO THE PRODUCT OF (A) THE QUOTIENT DETERMINED BY DIVIDING
THE NUMBER OF UNITS OF SUCH CLASS OF SECURITIES OWNED BY SUCH PERSON BY THE
AGGREGATE NUMBER OF OUTSTANDING UNITS OF SUCH CLASS OF SECURITIES OWNED BY THE
TRANSFERRING INVESTOR(S) AND THE TAG-ALONG SECURITYHOLDERS PARTICIPATING IN SUCH
SALE AND (B) THE NUMBER OF UNITS OF SUCH CLASS OF SECURITIES TO BE SOLD IN THE
CONTEMPLATED TRANSFER.
(B)
THE TRANSFERRING INVESTOR(S) WILL USE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE AGREEMENT OF THE PROSPECTIVE
TRANSFEREE(S) TO THE PARTICIPATION OF THE TAG-ALONG SECURITYHOLDERS IN ANY
CONTEMPLATED TRANSFER, AND THE TRANSFERRING INVESTOR(S) WILL NOT TRANSFER ANY OF
ITS SECURITIES TO THE PROSPECTIVE TRANSFEREE(S) UNLESS (A) THE PROSPECTIVE
TRANSFEREE(S) AGREES TO ALLOW THE PARTICIPATION OF THE TAG-ALONG SECURITYHOLDERS
OR (B) THE TRANSFERRING INVESTOR(S) AGREES TO PURCHASE THE NUMBER OF SUCH CLASS
OF SECURITIES FROM THE TAG-ALONG SECURITYHOLDERS THAT THE TAG-ALONG
SECURITYHOLDERS WOULD HAVE BEEN ENTITLED TO SELL PURSUANT TO THIS SECTION 2(B)
FOR THE CONSIDERATION PER UNIT TO BE PAID TO THE TRANSFERRING INVESTOR(S) BY THE
PROSPECTIVE TRANSFEREE(S).
(C)
THE RESTRICTIONS IN THIS SECTION 2 WILL NOT
APPLY WITH RESPECT TO (I) TRANSFERS TO PERMITTED TRANSFEREES, (II) TRANSFERS BY
THE INVESTORS OF UP TO 10% (IN THE AGGREGATE, AFTER GIVING EFFECT TO ALL PRIOR
SALES AND THE SALE AT ISSUE) OF EACH CLASS OF SECURITIES HELD BY THEM ON THE
DATE HEREOF TO EMPLOYEES OF, CONSULTANTS TO