Vencimiento de la cuenta

(a) If, at any time after the date hereof, (i) a Member (the “Selling Member”), acting alone or together with any other Members, intends to make a Transfer of Common Interests representing an aggregate Economic Common Interest Percentage of seventy-five percent (75%) or more (other than by a Public Offering or a Transfer to a Permitted Transferee), and (ii) the Board, by Supermajority Vote, approves a Sale of the Company to a Person that is not an Affiliate of the Company (any such Transfer of Common Interests, an “Approved Sale”), then (x) the Selling Member or the Board (as applicable) may deliver written notice (the “Drag Notice”) to the Members notifying them of the exercise of the provisions of this Section 11.3, and (y) all the Members (other than the Selling Member(s)) shall be obligated to participate in such Transfer on a pro rata basis and/or to consent to, vote in favor of and raise no objections against the Sale of the Company, as applicable.

(b) If an Approved Sale is structured as (i) a merger or consolidation, each Member shall vote its Common Interests (other than Non-voting Common Interests) to approve such

Majority Vote of the Board) and waive all dissenter’s rights, appraisal rights and similar rights in connection with such merger or consolidation, (ii) a sale of Common Interests, each Member (other than the Selling Member(s)) shall agree to sell, and shall sell, Common Interests

representing the same percentage of its Economic Common Interest Percentage as the percentage of the Economic Common Interest Percentage(s) owned by the Selling Member(s) that such Selling Member(s) have proposed to be sold in the Approved Sale, or (iii) a sale of assets, each Member shall vote its Common Interests to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a Members meeting (as requested by Majority Vote of the Board).

(c) In furtherance of the foregoing, (i) each Member shall take, with respect to its Common Interests, all necessary or desirable actions reasonably requested by the Board in connection with the consummation of an Approved Sale and (ii) each Member shall make the same representations, warranties, indemnities and agreements as each other Member, including voting to approve such transaction and executing the applicable purchase, sale or merger

agreement and related documents, except that (A) each Member shall be obligated only to make representations and warranties with respect to such Member’s title to and ownership of Common Interests, authorization, execution and delivery of relevant documents by such Member,

enforceability of relevant agreements against such owner and other matters relating to such owner, to enter into covenants only in respect of a Transfer of such Member’s Common Interests in connection with such Approved Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other Member is similarly obligated, but no Member shall be obligated to enter into indemnification obligations with respect to any of the foregoing nor shall any Member have any liability of any nature whatsoever with respect to any other Member, any other Member’s Common Interests or any breach of any representations, warranties or covenants by another Member (all of which liabilities shall be several and not joint), (B) in no event shall any Member be liable in respect of any indemnity obligations with respect to such Member, any other Member, the Company or its Subsidiaries in general pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to such Member in such Approved Sale nor in excess of its pro rata portion of the total consideration payable to such Member with respect to indemnities generally applicable to all Members, and (C) no Member shall be required to enter into any non-compete, non-solicitation or no-hire provision, any provision providing for the licensing by such Member of intellectual property or the delivery by such Member of any products or services, or any other provision that is not a strictly financial term related directly to the sale of the relevant Member’s Common Interests under the Approved Sale.

(d) The obligations of the Members with respect to an Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale each Member participating in such Approved Sale shall receive the same form of consideration and the same portion of the aggregate net consideration (net of any post-closing adjustments and following the payment of the reasonable expenses of the Members that are not otherwise paid by the Company or the acquiring party) as such Member would have received if such aggregate net consideration had been received by the Company and distributed in complete liquidation

pursuant to the rights and preferences specified in Section 12.2 as in effect immediately prior to the consummation of the Approved Sale; (ii) if any owners of a class of Common Interests are given an option as to the form and amount of consideration to be received, each owner of such

class of Common Interests will be given the same option; (iii) in the event that the consideration to be received by the Selling Member(s) is other than cash, each other Member may, in its sole discretion, elect to receive, in lieu of such other consideration, cash consideration with an equivalent value to such other consideration as reasonably determined by the Board and otherwise on the same terms and conditions upon which the Selling Member(s) sell their

Common Interests, subject to this Section 11.3; and (iv) each owner of then currently exercisable rights to acquire a particular class of Interests will be given an opportunity to exercise such rights prior to the consummation of the Approved Sale and participate in such sale as owners of such class of Common Interests; provided, however, that the fact that, in connection with an

Approved Sale, certain members of management of the Company may (x) receive additional, reasonable consideration for entering into restrictive covenants in favor of a purchaser or one of its Affiliates or (y) obtain the right, or be subject to the obligation, to make a debt or equity investment in a purchaser or one or more of its Affiliates (whether directly or through a

contribution of Common Interests) shall not constitute a failure to satisfy any of the conditions specified in this Section 11.3(d).

(e) If the Company or the owners of Common Interests enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) under the Securities Act promulgated by the SEC may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the owners of Common Interests shall at the request of the Company, appoint a “purchaser representative” (as such term is defined in Rule 501 under the Securities Act promulgated by the SEC) reasonably acceptable to the Company. If any owner of Common Interests appoints a purchaser representative designated by the Company, the Company shall pay the reasonable fees of such purchaser representative. However, if any owner of Common Interests declines to appoint the purchaser representative designated by the Company, such owner shall appoint another purchaser representative

(reasonably acceptable to the Company), and such owner shall be responsible for the fees of the purchaser representative so appointed.

(f) Subject to Section 11.3(b), each owner of Common Interests shall, to the extent requested by the Company, pay such owner’s pro rata portion (in accordance with its Economic Common Interest Percentage) of the expenses incurred by the owners in connection with an Approved Sale.