Common use of Additional Parties Clause in Contracts

Additional Parties. Any purchaser of Series D Preferred Stock pursuant to the Purchase Agreement shall become a party to this Agreement by executing and delivering to the Company a counterpart to this Agreement. Upon such execution and delivery, such purchaser shall be deemed to be an "Investor" hereunder with all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20.

Additional Parties. Any purchaser (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series D Preferred Stock pursuant after the date hereof, as a condition to the Purchase Agreement issuance of such shares the Company shall require that any purchaser become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit B, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the Company a counterpart to terms of this AgreementAgreement as an Investor and Stockholder hereunder. Upon In either event, each such execution and delivery, such purchaser person shall thereafter shall be deemed to be an "Investor" hereunder with Investor and Stockholder for all of purposes under this Agreement. (b) In the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, event that after the date hereofof this Agreement, acquire the Company enters into an agreement with any person or receive the right entity to acquire in one or more transactions, 250,000 or more issue shares of Common capital stock to such person or entity (other than to a purchaser of Preferred Stock (appropriately adjusted described in Section 9.1(a) above), then, the Company shall cause such person or entity, as a condition precedent to reflect any stock split, stock dividend or the like affecting the Common Stock)entering into such agreement, to become a party to this Agreement as a Holder by executing an Instrument of Accession Adoption Agreement in the form of Schedule II heretoattached hereto as Exhibit A, in which event such Person shall become agreeing to be bound by and subject to the terms of this Agreement as a Restricted Stockholder and a Stockholder and thereafter such person shall enjoy the benefits conferred on Holders hereby be deemed a Restricted Stockholder and (ii) each Person who shalla Stockholder for all purposes under this Agreement. Further, after following the date hereofof this Agreement, acquire or receive the right Company will use commercially reasonable efforts to acquire any cause each existing holder of shares of the preferred capital stock of the Company, Company that are not otherwise a party to this Agreement to become a party to this Agreement as an Investor by executing an instrument of accession Adoption Agreement in the form of Schedule III heretoattached hereto as Exhibit A, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant and subject to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20Agreement as a Restricted Stockholder and a Stockholder.

Additional Parties. Any purchaser (a) As a condition to the Company’s obligation to effect a transfer of Series D Preferred shares of Common Stock by a Management Holder permitted by this Agreement on the books and records of the Company (other than (i) a transfer to the Apollo Group or any of the Apollo Group’s Affiliates, the Company or any subsidiary of the Company or (ii) a permitted Disposition pursuant to Section 3.1(a)(i) or 3.1(a)(ii)), the Purchase Agreement transferee shall be required to become a party to this Agreement by executing and delivering (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company Company. (b) In the event that any Person acquires shares of Common Stock from (i) a counterpart to this Agreement. Upon Management Holder or any Affiliate or member of such execution and deliveryManagement Holder’s Group or (ii) any direct or indirect transferee of a Management Holder, such purchaser Person shall be subject to any and all obligations and restrictions of such Management Holder hereunder (other than the provisions of Section 7), as if such Person was such Management Holder named herein. Additionally, whenever a Management Holder makes a transfer of shares of Common Stock, such shares of Common Stock shall contain a legend so as to inform any transferee that such shares of Common Stock were held originally by a Management Holder and are subject to repurchase pursuant to, and to the extent required by, Section 5 below or the last paragraph of Section 3.1, based on the employment of or events relating to such Management Holder. Notwithstanding the foregoing, this Section 3.2(b) shall not apply to (A) any transfers of Common Stock to the Company, any subsidiary thereof, the Apollo Group or any Affiliate of the Apollo Group or (B) any permitted Disposition pursuant to Section 3.1(a). (c) Any shares of Common Stock acquired by an individual retirement account (“XXX”) on behalf of an employee of the Company or any of its subsidiaries (the “Subject Employee”) shall be deemed to be an "Investor" hereunder with acquired by a Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her XXX shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock it holds from such Subject Employee pursuant to a transfer that is subject to Section 3.2(b) above. (appropriately adjusted to reflect d) In the event that any stock splitPerson that is an Affiliate of the Apollo Group acquires shares of Common Stock from the Apollo Group or any other Affiliate of the Apollo Group, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by be subject to and shall enjoy have the benefits conferred on Holders hereby benefit of any and (ii) each Person who shallall rights, after the date hereof, acquire or receive the right to acquire any shares obligations and restrictions of the preferred stock of the CompanyApollo Group hereunder, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event if such Person shall become bound by and shall enjoy were the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20Apollo Group.

Additional Parties. Any (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of Series D Preferred Stock pursuant to the Purchase Agreement shall become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the Company a counterpart to terms of this AgreementAgreement as an Investor and Stockholder hereunder. Upon In either event, each such execution and delivery, such purchaser person thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) Notwithstanding anything to be an "Investor" hereunder with all the contrary contained herein, if the Company issues additional shares of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, Common Stock after the date hereof, acquire the Company may require that any purchaser of Common Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or receive (ii) a counterpart signature page hereto agreeing to be bound by and subject to the right terms of this Agreement as a Common Stock Investor and Stockholder hereunder. In either event, each such person thereafter shall be deemed a Common Stock Investor and Stockholder for all purposes under this Agreement. (c) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to acquire issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Section 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more transactions, 250,000 or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock (appropriately adjusted issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to reflect any stock split, stock dividend or the like affecting the Common Stock)entering into such agreement, to become a party to this Agreement as a Holder by executing an Instrument of Accession Adoption Agreement in the form of Schedule II heretoattached hereto as Exhibit A, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant and subject to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (i) As a condition to the Purchase obligation of the Company to effect a transfer of Units permitted by this Agreement on the books and records of the Company (other than a transfer (A) permitted by Section 3(a)(i), (B) to the Apollo Group or any of its Affiliates, or (C) to the Company or to any of its subsidiaries), the transferee shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Adoption Agreement. (ii) Except in the case of a transfer permitted by Section 3(a)(i), in the event that any Person acquires Units from (A) a Holder or any Affiliate or member of such Holder’s Group or (B) any direct or indirect transferee of a Holder, such Person shall be subject to any and delivering all obligations and restrictions of such Holder hereunder (other than the provisions of Section 6), as if such Person was such Holder named herein. Additionally, whenever a Holder makes a transfer of Units other than a transfer permitted by Section 3(a)(i), such Units shall contain a legend so as to inform any transferee that such Units were held originally by a Holder and are subject to transfer restrictions and repurchase. Such legend shall not be placed on Units acquired from a Holder by the Company, the Apollo Group or any of its or their Affiliates. (iii) Any Units acquired by an individual retirement account (“XXX”) on behalf of an employee of the Company a counterpart to this Agreement. Upon such execution and delivery, such purchaser or any of its subsidiaries (the “Subject Employee”) shall be deemed to be held by the applicable Holder. Additionally, such Subject Employee shall be deemed to be a Holder and his or her XXX shall be deemed to have acquired all Units it holds from such Subject Employee pursuant to a transfer that is subject to Section 3(b)(ii) above. (iv) In the event that any Person that is an "Investor" hereunder with all Affiliate of the rights Apollo Group acquires Units from the Apollo Group or any Affiliate of the Apollo Group, such Person shall be subject to any and all obligations thereof. The Company and restrictions of the Apollo Group hereunder as if such Person were the Apollo Group. (v) In the event additional Units are issued to any Person (other than a Holder) at any time during the term of this Agreement, either directly or upon the exercise or exchange of securities of the Company, exercisable for or exchangeable into Units, such Person shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by upon executing (together with such Person’s spouse, if any) an Instrument Adoption Agreement. Upon execution of Accession in the form of Schedule II heretosuch Adoption Agreement, in which event such Person shall become bound by have all the rights and shall enjoy obligations of a Holder hereunder and the benefits conferred on Holders hereby and (ii) each Person who shalladditional Units issued to such Person, after the date hereofas a condition to their issuance, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by subject to the terms and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20Agreement.

Additional Parties. Any Notwithstanding anything to the contrary contained herein: (a) If the Company issues additional shares of Preferred Stock after the date of this Agreement, as a condition to the issuance of such shares, the Company shall require that any purchaser of Series D Preferred Stock pursuant to the Purchase Agreement shall become a party to this Agreement by executing and delivering (i) an Adoption Agreement substantially in the form attached to this Agreement as Exhibit A, (ii) a counterpart signature page hereto or (iii) a written instrument satisfactory to the Company (such document in (i), (ii) and/or (iii), a counterpart “Joinder”), in each case agreeing to be bound by and subject to the terms of this Agreement as an Investor and Shareholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Shareholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of the Company’s capital stock (other than issuances of shares of Common Stock in connection with the exercise of stock options or the grant of other equity awards under the terms of any option plan or equity incentive plan of the Company) to such Person (other than to a purchaser of Preferred Stock described in Section 6.1(a) above or to a purchaser who is then a party to this Agreement. Upon ), following which such execution and delivery, such purchaser Person shall be deemed to be an "Investor" hereunder with all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person own or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive have the right to acquire in one 500,000 shares or more transactionsof the Company’s capital stock (as adjusted for any stock dividends, 250,000 stock splits, combinations, reorganizations, recapitalizations, reclassifications or more shares similar transaction) (other than acquisitions of Common Stock (appropriately adjusted to reflect any in connection with the exercise of stock split, stock dividend options or the like affecting grant of other equity awards under the Common Stockterms of any option plan or equity incentive plan of the Company), then the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become delivering a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession Joinder agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant and subject to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20Agreement as a Transferee Shareholder (as defined below) and Shareholder, and each such Person shall thereafter be deemed a Transferee Shareholder and Shareholder for all purposes under this Agreement.

Additional Parties. Any purchaser (a) If required under the terms of Series D Preferred this Agreement, or upon the written approval of the holders of at least the Required Approval Percentage, any Person which acquires any shares of Common Stock pursuant subsequent to the Purchase execution of this Agreement shall become a party to this Agreement by upon executing and delivering (together with such Person’s spouse, if any) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company and upon execution of such Adoption Agreement such transferee shall have all the rights and obligations of a counterpart Holder hereunder. (b) In the event that any Person acquires shares of Common Stock from (i) a Holder or any of its Affiliates or a member of such Holder’s Group or (ii) any direct or indirect transferee of a Holder, including pursuant to any Disposition contemplated by Section 5.1 (other than Section 5.1(a)) of this Agreement. Upon such execution and delivery, such purchaser Person shall be subject to any and all obligations and restrictions of the Holder (for whom the shares of Common Stock were purchased) hereunder, as if such Person was such Holder named herein, including, without limitation, the obligation to make an Offer to Eligible Offerees pursuant to Section 2.4 upon the death of the Holder (from whom the shares of Common Stock were purchased). Additionally, whenever a Holder makes a transfer of shares of Common Stock, including pursuant to any Disposition contemplated by Section 5.1 (other than Section 5.1(a)) of this Agreement, such shares shall contain a legend so as to inform any transferee that such shares were held originally by a Holder and are subject to repurchase upon the death of such Holder. Such legend shall not be placed on any shares of Common Stock acquired from a Holder by the Company, Sponsor or any of their Affiliates. (c) Any shares of Common Stock acquired by an individual retirement account (“XXX”) on behalf of an employee, consultant or director of the Company or any of its subsidiaries (the “Subject Individual”) shall be deemed to be an "Investor" hereunder with all of the rights and obligations thereofa Holder. The Company Additionally, such Subject Individual shall use best efforts be deemed to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as be a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event and his or her XXX shall be deemed to have acquired all shares it holds from such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer Subject Individual pursuant to subsections (i)(ca transfer that is subject to Section 6.2(b) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20above.

Additional Parties. Any purchaser (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series D Preferred Stock pursuant after the date hereof to a person or entity not already a party to this Agreement, as a condition to the Purchase Agreement issuance of such shares the Company shall require that such person or entity become a party to this Agreement by executing and delivering a counterpart signature page hereto agreeing to be bound by and subject to the Company terms of this Agreement as an Existing Preferred Stockholder (and if such person or entity purchased Series C’ Preferred Stock, Series D’ Preferred Stock or Series E Preferred Stock, a counterpart to Purchaser) hereunder. Each such person or entity shall thereafter be deemed an Existing Preferred Stockholder (and if such person or entity purchased Series C’ Preferred Stock, Series D’ Preferred Stock or Series E Preferred Stock, a Purchaser) for all purposes under this Agreement. Upon such execution and delivery, such purchaser shall be deemed to be an "Investor" hereunder with all of the rights and obligations thereof. The Company shall use best efforts have the ability to cause amend Exhibit B (iand Exhibit A, if applicable) each Person or "group" to add contact information regarding such additional Existing Preferred Stockholder without obtaining the consent of Persons any other party to this Agreement. (as such term is defined in Rule 13d-5(b)(1b) promulgated under In the Securities Exchange Act of 1934) who shall, event that after the date hereofof this Agreement, acquire or receive the right Company enters into an agreement with any person to acquire issue shares of capital stock to such person (other than to a purchaser of Preferred Stock described in one Section 7.10(a) above), following which such person shall hold shares of the Company’s capital stock representing on an as-converted to common stock basis two percent (2%) or more transactions, 250,000 or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock (appropriately adjusted issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then the Company shall cause such person, as a condition precedent to reflect any stock split, stock dividend or the like affecting the Common Stock)entering into such agreement, to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become delivering a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession counterpart signature page hereto agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant and subject to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20Agreement as a Common Stockholder hereunder. Each such person shall thereafter be deemed a Common Stockholder for all purposes under this Agreement. The Company shall have the ability to amend Exhibit C to add contact information regarding such additional Common Stockholder without obtaining the consent of any other party to this Agreement.

Additional Parties. Any (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of Series D shares of Preferred Stock pursuant to the Purchase Agreement shall become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the Company a counterpart to terms of this AgreementAgreement as an Investor and Stockholder hereunder. Upon In either event, each such execution and delivery, such purchaser person shall thereafter shall be deemed to be an "Investor" hereunder with Investor and Stockholder for all of purposes under this Agreement. (b) In the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, event that after the date hereofof this Agreement, acquire or receive the right Company enters into an agreement with any Person to acquire issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Section 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more transactions, 250,000 or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock (appropriately adjusted issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to reflect any stock split, stock dividend or the like affecting the Common Stock)entering into such agreement, to become a party to this Agreement as a Holder by executing an Instrument of Accession Adoption Agreement in the form of Schedule II heretoattached hereto as Exhibit A, in which event such Person shall become agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall enjoy be deemed a Stockholder for all purposes under this Agreement. Notwithstanding the benefits conferred on Holders hereby and (ii) each foregoing, the Company shall use its best efforts to cause any Person who shall, after holding options as of the date hereof, acquire hereof that could constitute more than one percent (1%) or receive the right to acquire any shares of the preferred stock more of the Company, ’s then outstanding capital stock if all such options were exercised to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 207.1(b) upon exercise of such options.

Additional Parties. Any purchaser (a) Permitted Affiliate Group and Affiliate Subsidiary Designation. 95007615_1 (i) The Borrowers may at any time provide the Administrative Agent with notice that it wishes to designate and include (x) (i) any Subsidiary of Series D Preferred Stock pursuant the Ultimate Parent (other than a Subsidiary of the Company or any Permitted Affiliate Parent) (each, a “Lead Affiliate Subsidiary”) and (ii) any Subsidiary of any such Lead Affiliate Subsidiary (each, a “Designated Affiliate Subsidiary”, together with each Lead Affiliate Subsidiary and each other Designated Affiliate Subsidiary, the “Affiliate Subsidiaries” and each an “Affiliate Subsidiary”) or (y) any Affiliate of the Company (the “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall (in the case of clause (x)) become an Affiliate Subsidiary (an “Affiliate Subsidiary Accession”) and a Restricted Subsidiary or (in the case of clause (y)) a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries thereof shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the Purchase extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company that: (A) (I) Prior to the SPV Structure Termination Date, such Affiliate shall have become a party Proceeds Loan Borrower in accordance with the terms of the Proceeds Loan Agreement; and (II) on or after the SPV Structure Termination Date, such Affiliate and the Company have complied with the requirements of Section 10.21(b) and such Affiliate shall have become a Borrower by executing a joinder to this Agreement by executing in form and delivering substance reasonably satisfactory to the Company a counterpart Administrative Agent; or (B) (I) Prior to this Agreement. Upon such execution and deliverythe SPV Structure Termination Date, such purchaser Affiliate shall be deemed to be an "Investor" hereunder have become a Proceeds Loan Guarantor in accordance with all the terms of the rights Proceeds Loan Agreement; and obligations thereof. The Company shall use best efforts to cause (iII) each Person on or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereofSPV Structure Termination Date, acquire or receive such Affiliate and the right to acquire in one or more transactions, 250,000 or more shares Company have complied with the requirements of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party Section 10.21(c) and such Affiliate has acceded to this Agreement as a Holder by executing an Instrument Guarantor; provided that, prior to or immediately after giving effect to such transaction, no Event of Accession Default (or no Event of Default under Section 8.01(a) or Section 8.01(f) if such designation is made in connection with the form of Schedule II hereto, in which event such Person Acquisition) shall become bound by have occurred and shall enjoy the benefits conferred on Holders hereby and be continuing. (ii) each Person who shallThe Company or a Permitted Affiliate Parent may designate that any Permitted Affiliate Parent is no longer a Permitted Affiliate Parent (a “Permitted Affiliate Parent Release”) or that an Affiliate Subsidiary is no longer an Affiliate Subsidiary (a “Affiliate Subsidiary Release”); provided that immediately after giving effect to such Permitted Affiliate Parent Release or Affiliate Subsidiary Release, after the date hereofas applicable, acquire no Default or receive the right to acquire any shares Event of the preferred stock of Default shall have occurred and be continuing or would occur as a consequence thereof and either (A) the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries could Incur at least $1.00 of additional Indebtedness pursuant to become a party (I) prior to this Agreement as an Investor by executing an instrument the SPV Structure Termination Date, Section 4.09(b)(2) of accession in Annex II or (II) on or after the form SPV Structure Termination Date, Section 4.09(a)(2) of Schedule III heretoAnnex IV or (B) the Consolidated Senior Secured Net Leverage Ratio would be no greater than it was immediately prior to giving effect to such designation, in which event each case, on a pro forma basis taking into account such Person shall become bound by Permitted Affiliate Parent Release or Affiliate Subsidiary Release, as applicable. (iii) Concurrently with a Permitted Affiliate Parent Accession or an Affiliate Subsidiary Accession, the immediate Holding Company of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, will xxxxx x Xxxx pursuant to a Collateral Document over all the issued capital stock or share capital of such Permitted Affiliate Parent or Affiliate Subsidiary, as applicable, as security for (A) prior to the SPV Structure Termination Date, the obligations under the Proceeds Loan Agreement and shall enjoy (B) on or after the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) SPV Structure Termination Date, the transferee Obligations, in each case in favour of the Stock shall execute applicable Security Agent and deliver an appropriate Instrument of Accession agreeing in form and substance satisfactory to be bound by the provisions of this Agreement or applicable Security Agent (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20acting reasonably).

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (i) As a condition to the Purchase Company’s issuance of Class B Shares in any transaction other than a Public Offering, or the Company’s obligation to effect a transfer of Class B Shares permitted by this Agreement on the books and records of the Company (other than an issuance or a transfer to the Apollo Group or of any of the Apollo Group’s Affiliates, the Company or any Subsidiary of the Company), the Transferee shall (and the recipient, if requested to by the Company, shall) be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Adoption Agreement. (ii) In the event that any Person acquires Class B Shares in a negotiated private transaction permitted by this Agreement prior to a Public Offering from (i) a Holder (other than the Partnership) or any Affiliate or member of such Holder’s Group or (ii) any direct or indirect Transferee of such Holder or such Holder’s Group; such Person shall be subject to any and delivering all obligations and restrictions of such Holder hereunder (other than, at the option of the Company, the provisions of Section 9), as if such Person were such Holder named herein (except as otherwise provided in the Adoption Agreement executed by such Person and accepted by the Company). Additionally, if the restrictions specified in Section 3(c) are in effect, whenever a Management Holder makes a transfer of Class B Shares in a negotiated private transaction permitted by this Agreement, such Class B Shares shall contain a legend so as to inform any Transferee that such Class B Shares were held originally by a Management Holder and are subject to repurchase pursuant to Section 6 below based on the employment of or events relating to such Management Holder. Such legend shall not be placed on any Class B Shares acquired from a Management Holder by the Company, the Apollo Group or any of its Affiliates. (iii) If any Class B Shares are acquired by an individual retirement account (“XXX”) on behalf of an employee of the Company a counterpart to this Agreement. Upon such execution and deliveryor any of its Subsidiaries (the “Subject Employee”), such purchaser XXX shall be deemed to be an "Investor" hereunder with all of the rights and obligations thereofa Management Holder. The Company Additionally, such Subject Employee shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing be deemed to be bound by the provisions of this Agreement a Management Holder and his or (ii) her XXX shall be deemed to have acquired all Class B Shares it holds from such Transfer is a permitted transfer Subject Employee pursuant to subsections a transfer that is subject to Section 3(b)(ii) above. (i)(civ) or (i)(d) of Section 4. No Any Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except that proposes to transfer Class B Shares in compliance accordance with the terms of this Section 20.and conditions hereof shall be responsible for any reasonable expenses incurred by the Company in connection with such transfer, and all expenses incurred by such Stockholder in connection with obtaining required Gaming Approvals

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (i) As a condition to the Purchase Company’s issuance of shares of Common Stock in any transaction other than a Public Offering, or the Company’s obligation to effect a transfer of shares of Common Stock permitted by this Agreement on the books and records of the Company in a negotiated private transaction (other than Excluded Sales) (other than an issuance or a transfer to the Apollo Group or of any of the Apollo Group’s Affiliates, the Company or any Subsidiary of the Company), the transferee shall (and the recipient, if requested to by the Company, shall) be required to become a party to this Agreement by executing and delivering (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company Company. (ii) In the event that any Person acquires shares of Common Stock in a counterpart negotiated private transaction (i.e., excluding sales pursuant to this Agreementa Public Offering or sales made pursuant to Rule 144 of the Securities Act that the seller has no reason to believe will (and where such seller has instructed that any broker or intermediary not cause sales that would to such broker’s or intermediary’s knowledge) result in the purchaser (together with its Affiliates) owning 5% or more of the outstanding Common Stock (“Excluded Sales”)) from: (i) an Other Holder or the XX Xxxxxx or any Affiliate or member of such Holder’s Group or (ii) any direct or indirect transferee of such Holder or such Holder’s Group; such Person shall be subject to any and all obligations and restrictions of such Other Holder hereunder (other than, at the option of the Company, the provisions of Section 9), as if such Person were such Holder named herein (except as otherwise provided in the Adoption Agreement executed by such Person and accepted by the Company). Upon such execution and deliveryAdditionally, if the restrictions specified in Section 3(d) are in effect, whenever a Management Holder or the XX Xxxxxx makes a transfer of shares of Common Stock in a negotiated private transaction (i.e., other than an Excluded Sale), such purchaser shares of Common Stock shall contain a legend so as to inform any transferee that such shares of Common Stock were held originally by a Management Holder or GE and, in the case of shares originally held by a Management Holder, are subject to repurchase pursuant to Section 6 below based on the employment of or events relating to such Management Holder. Such legend shall not be placed on any shares of Common Stock acquired from a Management Holder or the XX Xxxxxx by the Company, the Apollo Group or any of its Affiliates. (iii) If any shares of Common Stock are acquired by an individual retirement account (“XXX”) on behalf of an employee of the Company or any of its Subsidiaries (the “Subject Employee”), such XXX shall be deemed to be an "Investor" hereunder with a Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her XXX shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event it holds from such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer Subject Employee pursuant to subsections (i)(ca transfer that is subject to Section 3(c)(ii) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20above.

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (a) As a condition to the Purchase Company’s obligation to effect a transfer of shares of Common Stock permitted by this Agreement on the books and records of the Company, (other than a transfer to the Parent LLC or of any of the Parent LLC’s Affiliates, the Company or any subsidiary of the Company), the transferee shall be required to become a party to this Agreement by executing and delivering (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company Company. (b) In the event that any Person acquires shares of Common Stock from (i) a counterpart to this Agreement. Upon Management Holder or any Affiliate or member of such execution and deliveryManagement Holder’s Group or (ii) any direct or indirect transferee of a Management Holder, such purchaser Person shall be subject to any and all obligations and restrictions of such Management Holder hereunder (other than the provisions of Section 7), as if such Person was such Management Holder named herein. Additionally, whenever a Management Holder makes a transfer of shares of Common Stock, such shares of Common Stock shall contain a legend so as to inform any transferee that such shares of Common Stock were held originally by a Management Holder and are subject to repurchase pursuant to Section 5 below based on the employment of or events relating to such Management Holder. Such legend shall not be placed on any shares of Common Stock acquired from a Management Holder by the Company, the Parent LLC or any of its Affiliates. (c) Any shares of Common Stock acquired by an individual retirement account (“IRA”) xx behalf of an employee of the Company or any of its subsidiaries (the “Subject Employee”) shall be deemed to be an "Investor" hereunder with held by a Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her IRA shxxx be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event it holds from such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer Subject Employee pursuant to subsections (i)(ca transfer that is subject to Section 3.2(b) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20above.

Additional Parties. Any purchaser (a) If required under the terms of Series D this Agreement, or upon the written approval of the holders of at least the Required Voting Percentage, any Person which acquires any shares of Common Stock or Preferred Stock pursuant subsequent to the Purchase execution of this Agreement shall become a party to this Agreement by upon executing and delivering (together with such Person's spouse, if any) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is --------- reasonably satisfactory to the Company and upon execution of such Adoption Agreement such transferee shall have all the rights and obligations of a counterpart Non-YBR Holder hereunder. (b) In the event that any Person acquires shares of Common Stock or Preferred Stock from (i) a Non-YBR Holder or any Affiliate or member of such Non-YBR Holder's Group or (ii) any direct or indirect transferee of a Non-YBR Holder, including pursuant to any Disposition contemplated by Section 5.1 of this Agreement. Upon such execution and delivery, such purchaser Person shall be subject to any and all obligations and restrictions of the Non-YBR Holder (for whom the shares of Common Stock or Preferred Stock were purchased) hereunder, as if such Person was such Non-YBR Holder named herein, including, without limitation, the obligation to make an Offer to Eligible Offerees pursuant to Section 2.4 upon the death of the Non-YBR Holder (from whom the shares of Common Stock or Preferred Stock were purchased). Additionally, whenever a Non-YBR Holder makes a transfer of shares of Common Stock or Preferred Stock, including pursuant to any Disposition contemplated by Section 5.1 of this Agreement, such shares and/or Preferred Stock shall contain a legend so as to inform any transferee that such shares and/or Preferred Stock were held originally by a Non-YBR Holder and are subject to repurchase upon the death of such Non-YBR Holder. Such legend shall not be placed on any shares of Common Stock or Preferred Stock acquired from a Non-YBR Holder by the Company, YBR or any of their Affiliates. (c) Any shares of Common Stock or Preferred Stock acquired by an individual retirement account ("XXX") on behalf of an employee of the --- Company or any of its subsidiaries (the "Subject Employee") shall be ---------------- deemed to be a Non-YBR Holder. Additionally, such Subject Employee shall be deemed to be an "Investor" hereunder with a Non-YBR Holder and his or her XXX shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as shares and/or Preferred Stock it holds from such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer Subject Employee pursuant to subsections (i)(ca transfer that is subject to Section 6.2(b) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20above.

Additional Parties. Any purchaser (a) If required under the terms of Series D this Agreement, or upon the written approval of the holders of at least the Required Voting Percentage, any Person which acquires any shares of Common Stock or Preferred Stock pursuant subsequent to the Purchase execution of this Agreement shall become a party to this Agreement by upon executing and delivering (together with such Person's spouse, if any) an Adoption Agreement in substantially the form of EXHIBIT A or in such other form that is reasonably satisfactory to the Company and upon execution of such Adoption Agreement such transferee shall have all the rights and obligations of a counterpart Non-YBR Holder hereunder. (b) In the event that any Person acquires shares of Common Stock or Preferred Stock from (i) a Non-YBR Holder or any Affiliate or member of such Non-YBR Holder's Group or (ii) any direct or indirect transferee of a Non-YBR Holder, including pursuant to any Disposition contemplated by Section 5.1 of this Agreement. Upon such execution and delivery, such purchaser Person shall be subject to any and all obligations and restrictions of the Non-YBR Holder (for whom the shares of Common Stock or Preferred Stock were purchased) hereunder, as if such Person was such Non-YBR Holder named herein, including, without limitation, the obligation to make an Offer to Eligible Offerees pursuant to Section 2.4 upon the death of the Non-YBR Holder (from whom the shares of Common Stock or Preferred Stock were purchased). Additionally, whenever a Non-YBR Holder makes a transfer of shares of Common Stock or Preferred Stock, including pursuant to any Disposition contemplated by Section 5.1 of this Agreement, such shares and/or Preferred Stock shall contain a legend so as to inform any transferee that such shares and/or Preferred Stock were held originally by a Non-YBR Holder and are subject to repurchase upon the death of such Non-YBR Holder. Such legend shall not be placed on any shares of Common Stock or Preferred Stock acquired from a Non-YBR Holder by the Company, YBR or any of their Affiliates. (c) Any shares of Common Stock or Preferred Stock acquired by an individual retirement account ("XXX") on behalf of an employee of the Company or any of its subsidiaries (the "SUBJECT EMPLOYEE") shall be deemed to be an "Investor" hereunder with all of the rights and obligations thereofa Non-YBR Holder. The Company Additionally, such Subject Employee shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing be deemed to be bound by the provisions of this Agreement a Non-YBR Holder and his or (ii) her XXX shall be deemed to have acquired all shares and/or Preferred Stock it holds from such Transfer is a permitted transfer Subject Employee pursuant to subsections (i)(ca transfer that is subject to Section 6.2(b) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20above.

Additional Parties. Any purchaser (a) As a condition to the Company’s obligation to effect a Disposition of Series D Common Stock or Preferred Stock pursuant permitted by this Agreement on the books and records of the Company, any transferee (other than a Disposition to the Purchase Agreement Company or in accordance with Section 3.1 (a) above) shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company and delivering upon execution of such Adoption Agreement such transferee shall have all the rights and obligations of the disposing Holder hereunder, as if such transferee was such disposing Holder named herein, and shall be deemed to be such disposing Holder for all purposes of this Agreement with respect to such Common Stock or Preferred Stock, as the case may be, and shall be deemed to be such Holder for all purposes of this Agreement. (b) In the event that any Person acquires shares of Common Stock or Preferred Stock from (i) a Holder or any Affiliate or member of such Holder’s Group or (ii) any direct or indirect transferee of a Holder, such Person shall be subject to any and all obligations and restrictions of the Holder (for whom the shares of Common Stock or Preferred Stock were purchased) hereunder, as if such Person was such Holder named herein, and shall be deemed to be such Holder for all purposes of this Agreement. Without limiting the foregoing, and for the avoidance of doubt, any transferee of Common Stock or Preferred Stock that was originally held by a Management Holder is subject to the repurchase based on the employment of such Management Holder. Notwithstanding the foregoing, the requirements of this Section 3.2(b) shall not apply in connection with any Disposition in accordance with Section 3.1 (a) above. (c) The Company shall not issue or sell any Capital Stock to any Person (other than pursuant to a Public Sale) unless such Person is already a party to this Agreement or first executes and delivers to the Company a counterpart to this Agreement (and such Person’s spouse, if applicable, executes a Spousal Acknowledgement and Consent in substantially the form of Exhibit B or in such other form as is reasonably satisfactory to the Company), pursuant to which such Person will thereupon become a party to, and be bound by and obligated to comply with the terms and provisions of, this Agreement. Upon such execution and delivery. (d) Any shares of Common Stock or Preferred Stock acquired by an individual retirement account (“XXX”) on behalf of an employee of the Company or any of its Subsidiaries shall, such purchaser shall for purposes of this Agreement, be deemed to be an "Investor" hereunder with all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned held by such Holder or Investor except in compliance with the terms of this Section 20employee.

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (a) As a condition to the Purchase Company’s obligation to effect a transfer of shares of Subject Common Stock permitted by this Agreement on the books and records of the Company, (other than a transfer to the Parent LLC or of any of the Parent LLC’s Affiliates, the Company or any subsidiary of the Company), the transferee shall be required to become a party to this Agreement by executing and delivering (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company a counterpart to this Agreement. Upon such execution and deliveryCompany. (b) In the event that any Person acquires shares of Subject Common Stock from (i) the Holder or any Affiliate or member of the Holder’s Group or (ii) any direct or indirect transferee of the Holder, such purchaser Person shall be subject to any and all obligations and restrictions of the Holder hereunder (other than the provisions of Section 7), as if such Person was the Holder. Additionally, whenever the Holder makes a transfer of shares of Subject Common Stock, such shares of Subject Common Stock shall contain a legend so as to inform any transferee that such shares of Subject Common Stock were held originally by the Holder and are subject to repurchase pursuant to Section 5 below based on the employment of or events relating to the Holder. Such legend shall not be placed on any shares of Subject Common Stock acquired from the Holder by the Company, the Parent LLC or any of its Affiliates. (c) Any shares of Subject Common Stock acquired by an individual retirement account (“XXX”) on behalf the Holder shall be deemed to be an "Investor" hereunder with held by the Holder. Additionally, such XXX shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Subject Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer it holds pursuant to subsections (i)(ca transfer that is subject to Section 3.2(b) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20above.

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (a) Notwithstanding anything to the Purchase Agreement contrary contained herein, if the Corporation or LLC issues additional shares of Preferred Securities after the date hereof, as a condition to the issuance of such shares the Corporation or LLC, as applicable, shall require that such purchaser become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the Company a counterpart terms of this Agreement as an Investor and Securityholder hereunder. In either event, each such person thereafter shall be deemed an Investor, Securityholder and Holder, as may be applicable, under this Agreement. (b) Each transferee or assignee of Shares (as adjusted for any stock combination, stock split, stock dividend, recapitalization or other similar transaction) subject to this Agreement. Agreement (including any Prospective Transferee who purchases shares of Transfer Securities in accordance with the terms hereof), shall continue to be subject to the terms hereof, and, as a condition precedent to the Companies recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon such the execution and deliverydelivery of an Adoption Agreement by any transferee, such purchaser transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be an "Investor" hereunder with all Investor and Securityholder, or Key Holder and Securityholder, as applicable. The Companies shall not permit the transfer of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party Shares subject to this Agreement as on its books or issue a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event new certificate representing any such Person Shares unless and until such transferee shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance have complied with the terms of this Section 2014.7. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Corporation or the LLC, as applicable, with the legends set forth in this Agreement. (c) In the event that after the date of this Agreement, the Corporation issues shares of Common Stock, or options to purchase Common Stock, to any employee or consultant, which shares or options would collectively constitute with respect to such employee or consultant (taking into account all shares of Common Stock, options and other purchase rights held by such employee or consultant) one percent (1%) or more of the Corporation’s then outstanding Common Stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised or converted), the Corporation shall, as a condition to such issuance, cause such employee or consultant to execute and deliver either (i) the Adoption Agreement attached to this Agreement as Exhibit A, (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement or (iii) a separate agreement containing, at the least, provisions comparable to Sections 6, 8, 9, 11 and 12 of this Agreement. In the event that any such person complies with the requirements of clause (i) or (ii) hereof, then such person shall thereafter shall be deemed a Securityholder and Holder, as may be applicable, under this Agreement.

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (i) As a condition to the Purchase Company’s issuance of shares of Common Stock in any transaction other than a Public Offering, or the Company’s obligation to effect a transfer of shares of Common Stock permitted by this Agreement on the books and records of the Company (other than an issuance or a transfer to the Apollo Group or of any of the Apollo Group’s Affiliates, the Company or any Subsidiary of the Company), the Transferee shall (and the recipient, if requested to by the Company, shall) be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Adoption Agreement. (ii) In the event that any Person acquires shares of Common Stock in a negotiated private transaction permitted by this Agreement prior to a Public Offering from (i) a Holder (other than the Apollo Holder) or any Affiliate or member of such Holder’s Group or (ii) any direct or indirect Transferee of such Holder or such Holder’s Group, such Person shall be subject to any and delivering all obligations and restrictions of such Holder hereunder, as if such Person were such Holder named herein (except as otherwise provided in the Adoption Agreement executed by such Person and accepted by the Company). Additionally, if the restrictions specified in Section 2(c) are in effect, whenever a Management Holder makes a transfer of shares of Common Stock in a negotiated private transaction permitted by this Agreement, such shares of Common Stock shall contain a legend so as to inform any Transferee that such shares of Common Stock were held originally by a Management Holder and are subject to repurchase pursuant to Section 5 below based on the employment of or events relating to such Management Holder. Such legend shall not be placed on any shares of Common Stock acquired from a Management Holder by the Company, the Apollo Group or any of its Affiliates. (iii) If any shares of Common Stock are acquired by an individual retirement account (“XXX”) on behalf of an employee of the Company a counterpart to this Agreement. Upon such execution and deliveryor any of its Subsidiaries (the “Subject Employee”), such purchaser XXX shall be deemed to be an "Investor" hereunder with a Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her XXX shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock it holds from such Subject Employee pursuant to a transfer that is subject to Section 2(b)(ii) above. (appropriately adjusted iv) Any Holder that proposes to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any transfer shares of Common Stock in accordance with the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person terms and conditions hereof shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to be responsible for any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound reasonable expenses incurred by the provisions of this Agreement or (ii) Company in connection with such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer transfer, and all or any part of the Stock owned expenses incurred by such Holder or Investor except in compliance connection with the terms of this Section 20obtaining any approvals required under applicable Gaming Laws.

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (i) As a condition to the Purchase obligation by the Company and Hexion LLC, as applicable, to effect a transfer of shares of Common Stock and Units, as applicable, permitted by this Agreement on the books and records of the Company and Hexion LLC, as applicable, (other than (i) a transfer permitted by Section 3(a)(i), (ii) except as provided in Section 2(a)(iv), a transfer to or by the Apollo Group or any of its Affiliates from or to any Person that is not an Affiliate of the Apollo Group or of any of the Apollo Group’s Affiliates, or (iii) a transfer to the Company or to Hexion LLC, as applicable, or to any of their respective subsidiaries), the transferee shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Adoption Agreement. (ii) Except in the case of a transfer permitted by Section 3(a)(i), in the event that any Person acquires shares of Common Stock or Units from (i) a Non-Apollo Holder or any Affiliate or member of such Non-Apollo Holder’s Group or (ii) any direct or indirect transferee of a Non-Apollo Holder, such Person shall be subject to any and delivering all obligations and restrictions of such Non-Apollo Holder hereunder (other than the provisions of Section 6), as if such Person was such Non-Apollo Holder named herein. Additionally, whenever a Non-Apollo Holder makes a transfer of shares of Common Stock or Units other than a transfer permitted by Section 3(a)(i), such shares shall contain a legend so as to inform any transferee that such shares were held originally by a Non-Apollo Holder and, are subject to transfer restrictions and repurchase. Such legend shall not be placed on any shares of Common Stock or Units acquired from a Non-Apollo Holder by the Company a counterpart to this Agreement. Upon such execution and deliveryor Hexion LLC, such purchaser as applicable, the Apollo Group or any of its or their Affiliates. (iii) Any shares of Common Stock or Units acquired by an individual retirement account (“XXX”) on behalf of an employee of the Company or Hexion LLC, as applicable, or any of their respective subsidiaries (the “Subject Employee”) shall be deemed to be an "Investor" hereunder with held by the applicable Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her XXX shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock or Units, as applicable, it holds from such Subject Employee pursuant to a transfer that is subject to Section 3(b)(ii) above. (appropriately adjusted iv) In the event that any Person that is an Affiliate of the Apollo Group acquires Common Stock or Units, as applicable, from the Apollo Group or any Affiliate of the Apollo Group, such Person shall be subject to reflect any stock splitand all obligations and restrictions of the Apollo Group hereunder as if such Person were the Apollo Group. (v) In the event additional shares of Common Stock or Units, stock dividend as applicable, are issued to any Person (other than a Holder) at any time during the term of this Agreement, either directly or upon the like affecting exercise or exchange of securities of the Company or Hexion LLC, as applicable, exercisable for or exchangeable into shares or Common Stock)Stock or Units, to as applicable, such Person shall become a party to this Agreement as a Holder by upon executing (together with such Person’s spouse, if any) an Instrument Adoption Agreement. Upon execution of Accession in the form of Schedule II heretosuch Adoption Agreement, in which event such Person shall become bound by have all the rights and shall enjoy obligations of a Non-Apollo Holder hereunder and the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any additional shares of the preferred stock of the CompanyCommon Stock or Units, as applicable, issued to become such Person, as a party condition to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III heretotheir issuance, in which event such Person shall become bound by subject to the terms and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20Agreement.

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (a) As a condition to the Purchase Company’s obligation to effect a transfer of shares of Common Stock permitted by this Agreement on the books and records of the Company, (other than a transfer to the Apollo Group or of any of the Apollo Group’s Affiliates, the Company or any subsidiary of the Company), the transferee shall be required to become a party to this Agreement by executing and delivering (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company Company. (b) In the event that any Person acquires shares of Common Stock, other than in connection with a counterpart to this Agreement. Upon Public Sale, from (i) a Management Holder or any Affiliate or member of such execution and deliveryManagement Holder’s Group or (ii) any direct or indirect transferee of a Management Holder, such purchaser Person shall be subject to any and all obligations and restrictions of such Management Holder hereunder (other than the provisions of Section 8), as if such Person was such Management Holder named herein. Additionally, other than in connection with a Public Sale, whenever a Management Holder makes a transfer of shares of Common Stock, such shares of Common Stock shall contain a legend so as to inform any transferee that such shares of Common Stock were held originally by a Management Holder and are subject to repurchase pursuant to Section 6 below based on the employment of or events relating to such Management Holder. Such legend shall not be placed on any shares of Common Stock acquired from a Management Holder by the Company, the Apollo Group or any of its Affiliates. (c) If applicable, any shares of Common Stock acquired by an individual retirement account (“XXX”) on behalf of an employee of the Company or any of its subsidiaries (the “Subject Employee”) shall be deemed to be an "Investor" hereunder with held by a Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her XXX shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event it holds from such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer Subject Employee pursuant to subsections (i)(ca transfer that is subject to Section 3.2(b) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20above.

Additional Parties. (a) Any purchaser of Series D Preferred Stock person or entity that, pursuant to the terms of the Series B Purchase Agreement Agreement, purchases shares of the Company's Series B Preferred Stock, $.01 par value per share (the "Series B Preferred Stock"), at a "Subsequent Closing" (as that term is defined in the Series B Purchase Agreement) shall be required, as a condition to such purchase, to become a party to this Agreement by executing and delivering to the Company this Agreement or a counterpart to this Agreement. Upon counterpart, whereby such execution and delivery, such purchaser shall be deemed person or entity agrees to be an bound as a "InvestorSubsequent Series B Purchaser" hereunder with by all of the terms of this Agreement, as this Agreement may be amended from time to time in accordance with its terms, and thereafter such person or entity shall have all the rights and obligations thereof. The Company shall use best efforts to cause of a "Subsequent Series B Purchaser". (ib) each Person Any Permitted Transferee and, any person or entity (other then the "group" of Persons (as such term is defined in Rule 13d-5(b)(1Subsequent Series B Purchasers") promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire that becomes the owner or receive holder of (i) any capital stock of the right Company, or (ii) any other security of the Company exercisable for, or convertible into, capital stock of the Company, shall be required, as a condition to acquire in one such ownership or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock)holding, to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III heretoor a counterpart, in which event whereby such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder Permitted Transferee, person, or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing entity agrees to be bound as a "Subsequent Stockholder" by the provisions all of this Agreement or (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Agreement, as this Agreement may be amended from time to time in accordance with its terms, and thereafter such Permitted Transferee, person or entity shall have all the rights and obligations of a Subsequent Stockholder hereunder. The foregoing provisions of this Section 206 shall not apply to any securities transferred by a Preferred Stock Purchaser in accordance with the second sentence of Section 3 above.

Additional Parties. Any purchaser (a) As a condition to the Company's obligation to effect a Disposition of Series D Common Stock or Preferred Stock pursuant permitted by this Agreement on the books and records of the Company, any transferee (other than a Disposition to the Purchase Agreement Company or in accordance with Section 3.1(a) above) shall be required to become a party to this Agreement by executing (together with such Person's spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company and delivering upon execution of such Adoption Agreement such transferee shall have all the rights and obligations of the Disposing Holder. (b) In the event that any Person acquires shares of Common Stock or Preferred Stock from (i) a Holder or any Affiliate or member of such Holder's Group or (ii) any direct or indirect transferee of a Holder, such Person shall be subject to any and all obligations and restrictions of the Holder (for whom the shares of Common Stock or Preferred Stock were purchased) hereunder, as if such Person was such Holder named herein. Additionally, whenever a Management Holder makes a Disposition of shares of Common Stock or Preferred Stock, such shares of Common Stock and/or Preferred Stock shall contain a legend so as to inform any transferee that such shares of Common Stock and/or Preferred Stock were held originally by a Management Holder and are subject to repurchase based on the employment of, or events relating to, such Management Holder. Such legend shall not be placed on any shares of Common Stock or Preferred Stock acquired from a Non-Bear Group Holder by the Company, the Bear Group or any of their Affiliates. Notwithstanding the foregoing, the requirements of this Section 3.2(b) shall not apply in connection with any Disposition in accordance with Section 3.1(a) above. (c) The Company shall not, without the prior written consent of the Bear Group, issue or sell any Capital Stock to any Person (other than pursuant to a Public Sale) unless such Person is already a party to this Agreement or first executes and delivers to the Company a counterpart to this Agreement (and such Person's spouse, if applicable, executes a Spousal Acknowledgement and Consent in substantially the form of Exhibit B or in such other form as is reasonably satisfactory to the Company), pursuant to which such Person will thereupon become a party to, and be bound by and obligated to comply with the terms and provisions of, this Agreement. Upon such execution and delivery, such purchaser . (d) Any shares of Common Stock or Preferred Stock acquired by an individual retirement account ("XXX") on behalf of an employee of the Company or any of its Subsidiaries (the "Subject Employee") shall be deemed to be an "Investor" hereunder with a Non-Bear Group Holder. Additionally, such Subject Employee shall be deemed to be a Non-Bear Group Holder and his or her XXX shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event and/or Preferred Stock it holds from such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer Subject Employee pursuant to subsections (i)(ca Disposition that is subject to Section 3.2(b) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20above.

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (i) As a condition to the Purchase Company’s issuance of shares of Common Stock in any transaction other than a Public Offering, or the Company’s obligation to effect a transfer of shares of Common Stock permitted by this Agreement on the books and records of the Company in a negotiated private transaction (other than Excluded Sales) (other than an issuance or a transfer to the Apollo Group or of any of the Apollo Group’s Affiliates, the Company or any Subsidiary of the Company), the transferee shall (and the recipient, if requested to by the Company, shall) be required to become a party to this Agreement by executing and delivering (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company Company. (ii) In the event that any Person acquires shares of Common Stock in a counterpart negotiated private transaction (i.e., excluding sales pursuant to this Agreementa Public Offering or sales made pursuant to Rule 144 of the Securities Act that the seller has no reason to believe will (and where such seller has instructed that any broker or intermediary not cause sales that would to such broker’s or intermediary’s knowledge) result in the purchaser (together with its Affiliates) owning 5% or more of the outstanding Common Stock (“Excluded Sales”)) from: (i) an Other Holder or any Affiliate or member of such Holder’s Group or (ii) any direct or indirect transferee of such Holder or such Holder’s Group; such Person shall be subject to any and all obligations and restrictions of such Other Holder hereunder (other than, at the option of the Company, the provisions of Section 9), as if such Person were such Holder named herein (except as otherwise provided in the Adoption Agreement executed by such Person and accepted by the Company). Upon such execution and deliveryAdditionally, if the restrictions specified in Section 3(b) are in effect, whenever a Management Holder makes a transfer of shares of Common Stock in a negotiated private transaction (i.e., other than an Excluded Sale), such purchaser shares of Common Stock shall contain a legend so as to inform any transferee that such shares of Common Stock were held originally by a Management Holder and are subject to repurchase pursuant to Section 6 below based on events relating to such Management Holder. Such legend shall not be placed on any shares of Common Stock acquired from a Management Holder by the Company, the Apollo Group or any of its Affiliates. (iii) If any shares of Common Stock are acquired by an individual retirement account (“IXX”) on behalf of an employee of the Company or any of its Subsidiaries (the “Subject Employee”), such IXX shall be deemed to be an "Investor" hereunder with a Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her IXX shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event it holds from such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer Subject Employee pursuant to subsections (i)(ca transfer that is subject to Section 3(c)(ii) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20above.

Additional Parties. Any (a) Notwithstanding anything to the contrary contained herein, if the Company issues shares of Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of Series D shares of Preferred Stock pursuant to the Purchase Agreement shall become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the Company a counterpart to terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. Upon such execution and delivery, No consent of any other party hereto shall be required for such purchaser shall be deemed to be become a party hereto as an "Investor" hereunder with all of Investor hereunder. (b) In the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, event that after the date hereofof this Agreement, acquire or receive the right Company enters into an agreement with any Person to acquire issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more transactions, 250,000 or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock (appropriately adjusted issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then the Company shall cause such Person, as a condition precedent to reflect any stock split, stock dividend or the like affecting the Common Stock)entering into such agreement, to become a party to this Agreement as a Holder by executing an Instrument of Accession Adoption Agreement in the form of Schedule II heretoattached hereto as Exhibit A, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant and subject to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement. No consent of any other party hereto shall be required for such Person to become a party hereto as a Key Holder hereunder.

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (i) As a condition to the Purchase Company’s issuance of shares of Common Stock in any transaction other than a Public Offering, or the Company’s obligation to effect a transfer of shares of Common Stock permitted by this Agreement on the books and records of the Company in a negotiated private transaction (other than Excluded Sales) (other than an issuance or a transfer to the Apollo Group or of any of the Apollo Group’s Affiliates, the Company or any Subsidiary of the Company), the transferee shall (and the recipient, if requested to by the Company, shall) be required to become a party to this Agreement by executing and delivering (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company Company. (ii) In the event that any Person acquires shares of Common Stock in a counterpart negotiated private transaction (i.e., excluding sales pursuant to this Agreementa Public Offering or sales made pursuant to Rule 144 of the Securities Act that the seller has no reason to believe will (and where such seller has instructed that any broker or intermediary not cause sales that would to such broker’s or intermediary’s knowledge) result in the purchaser (together with its Affiliates) owning 5% or more of the outstanding Common Stock (“Excluded Sales”)) from: (i) an Other Holder or any Affiliate or member of such Holder’s Group or (ii) any direct or indirect transferee of such Holder or such Holder’s Group; such Person shall be subject to any and all obligations and restrictions of such Other Holder hereunder (other than, at the option of the Company, the provisions of Section 9), as if such Person were such Holder named herein (except as otherwise provided in the Adoption Agreement executed by such Person and accepted by the Company). Upon such execution and deliveryAdditionally, if the restrictions specified in Section 3(b) are in effect, whenever a Management Holder makes a transfer of shares of Common Stock in a negotiated private transaction (i.e., other than an Excluded Sale), such purchaser shares of Common Stock shall contain a legend so as to inform any transferee that such shares of Common Stock were held originally by a Management Holder and are subject to repurchase pursuant to Section 6 below based on events relating to such Management Holder. Such legend shall not be placed on any shares of Common Stock acquired from a Management Holder by the Company, the Apollo Group or any of its Affiliates. (iii) If any shares of Common Stock are acquired by an individual retirement account (“XXX”) on behalf of an employee of the Company or any of its Subsidiaries (the “Subject Employee”), such XXX shall be deemed to be an "Investor" hereunder with a Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her XXX shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event it holds from such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer Subject Employee pursuant to subsections (i)(ca transfer that is subject to Section 3(c)(ii) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20above.

Additional Parties. Any purchaser (a) As a condition to the Company’s obligation to effect a transfer of Series D Common Stock or Preferred Stock pursuant permitted by this Agreement on the books and records of the Company, any transferee (other than a transfer to or by any member of the Purchase Agreement Apollo Group, the Company or any subsidiary of the Company) shall be required to become a party to this Agreement by executing and delivering (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company and upon execution of such Adoption Agreement such transferee shall have all the rights and obligations of a counterpart to this Agreement. Upon Non-Apollo Group Holder hereunder. (b) In the event that any Person acquires shares of Common Stock or Preferred Stock from (i) a Non-Apollo Group Holder or any Affiliate or member of such execution and deliveryNon-Apollo Group Holder’s Group or (ii) any direct or indirect transferee of a Non-Apollo Group Holder, such purchaser Person shall be subject to any and all obligations and restrictions of the Non-Apollo Group Holder (for whom the shares of Common Stock or Preferred Stock were purchased) hereunder, as if such Person was such Non-Apollo Group Holder named herein. Additionally, whenever a Management Holder makes a transfer of shares of Common Stock or Preferred Stock, such shares of Common Stock and/or Preferred Stock shall contain a legend so as to inform any transferee that such shares of Common Stock and/or Preferred Stock were held originally by a Management Holder and are subject to repurchase based on the employment of or events relating to such Management Holder. Such legend shall not be placed on any shares of Common Stock or Preferred Stock acquired from a Non-Apollo Group Holder by the Company, the Apollo Group or any of their Affiliates. (c) Any shares of Common Stock or Preferred Stock acquired by an individual retirement account (“XXX”) on behalf of an employee of the Company or any of its subsidiaries (the “Subject Employee”) shall be deemed to be an "Investor" hereunder with a Non-Apollo Group Holder. Additionally, such Subject Employee shall be deemed to be a Non-Apollo Group Holder and his or her XXX shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event and/or Preferred Stock it holds from such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer Subject Employee pursuant to subsections (i)(ca transfer that is subject to Section 3.2(b) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20above.

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (a) As a condition to the Purchase Company’s obligation to effect a transfer of shares of Common Stock permitted by this Agreement on the books and records of the Company (other than a transfer to the Apollo Group or of any of the Apollo Group’s Affiliates, the Company or any subsidiary of the Company), the transferee shall be required to become a party to this Agreement by executing and delivering (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company Company. (b) In the event that any Person acquires shares of Common Stock, other than in connection with a counterpart to this Agreement. Upon Public Sale, from (i) a Management Holder or any Affiliate or member of such execution and deliveryManagement Holder’s Group or (ii) any direct or indirect transferee of a Management Holder, such purchaser Person shall be subject to any and all obligations and restrictions of such Management Holder hereunder (other than the provisions of Section 8), as if such Person was such Management Holder named herein. Additionally, other than in connection with a Public Sale, whenever a Management Holder makes a transfer of shares of Common Stock, such shares of Common Stock shall contain a legend so as to inform any transferee that such shares of Common Stock were held originally by a Management Holder and are subject to repurchase pursuant to Section 6 below based on the employment of or events relating to such Management Holder. Such legend shall not be placed on any shares of Common Stock acquired from a Management Holder by the Company, the Apollo Group or any of its Affiliates. (c) If applicable, any shares of Common Stock acquired by an individual retirement account (“XXX”) on behalf of an employee of the Company or any of its subsidiaries (the “Subject Employee”) shall be deemed to be an "Investor" hereunder with held by a Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her XXX shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event it holds from such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer Subject Employee pursuant to subsections (i)(ca transfer that is subject to Section 3.2(b) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20above.

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (a) As a condition to the Purchase Company’s obligation to effect a transfer of shares of Common Stock permitted by this Agreement on the books and records of the Company, (other than (i) a transfer permitted by clause (a) of Section 3.1, (ii) except as provided in Section 2(a)(iv), a transfer to or by BHI or any of its Affiliates from or to any Person that is not an Affiliate of BHI or of any of BHI’s Affiliates, or (iii) a transfer to the Company or any subsidiary of the Company), the transferee shall be required to become a party to this Agreement by executing and delivering (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company Company. (b) Except in the case of transfer permitted by clause (a) of Section 3.1, in the event that any Person acquires shares of Common Stock from (i) a counterpart to this Agreement. Upon Management Holder or any Affiliate or member of such execution and deliveryManagement Holder’s Group or (ii) any direct or indirect transferee of a Management Holder, such purchaser Person shall be subject to any and all obligations and restrictions of such Management Holder hereunder (other than the provisions of Section 6), as if such Person was such Management Holder named herein. Additionally, whenever a Management Holder makes a transfer of shares of Common Stock (other than a transfer permitted by clause (a) of Section 3.1), such shares of Common Stock shall contain a legend so as to inform any transferee that such shares of Common Stock were held originally by a Management Holder and are subject to repurchase pursuant to Section 4 below based on the employment of or events relating to such Management Holder. Such legend shall not be placed on any shares of Common Stock acquired from a Management Holder by the Company, BHI or any of its Affiliates. (c) Any shares of Common Stock acquired by an individual retirement account (“XXX”) on behalf of an employee of the Company or any of its subsidiaries (the “Subject Employee”) shall be deemed to be an "Investor" hereunder with a Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her XXX shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock it holds from such Subject Employee pursuant to a transfer that is subject to Section 3.2(b) above. (appropriately adjusted to reflect d) In the event that any stock splitPerson that is an Affiliate of BHI acquires shares of Common Stock from BHI or any other Affiliate of BHI, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by be subject to any and shall enjoy the benefits conferred on Holders hereby all obligations and (ii) each Person who shallrestrictions of BHI hereunder, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event if such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20were BHI.

Additional Parties. Any Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of Series D Preferred Stock pursuant to the Purchase Agreement shall such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the Company a counterpart to terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. Upon such execution and delivery, such purchaser shall be deemed to be an "Investor" hereunder with all of In the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, event that after the date hereofof this Agreement, acquire or receive the right Company enters into an agreement with any Person to acquire issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more transactions, 250,000 or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock (appropriately adjusted issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to reflect any stock split, stock dividend or the like affecting the Common Stock)entering into such agreement, to become a party to this Agreement as a Holder by executing an Instrument of Accession Adoption Agreement in the form of Schedule II heretoattached hereto as Exhibit A, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by and subject to the provisions terms of this Agreement as a Key Holder and Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement. Transfers . Each transferee or (ii) assignee of any Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition precedent to the Company’s recognition of such Transfer is a permitted transfer pursuant transfer, each transferee or assignee shall agree in writing to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part be subject to each of the Stock owned terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Investor and Stockholder, or Key Holder and Stockholder, as applicable. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or Investor except in compliance issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 20Subsection 7.2. Each certificate instrument, or book entry representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be notated by the Company with the legend set forth in Subsection 7.12.